Agenda packet — Lake Forest City Council, February 21, 2023 (part 1 of 2)

AGENDA

LAKE FOREST CITY COUNCIL
Regular Meeting of the City Council
Tuesday, February 21, 2023
Closed Session 5:30 p.m.

Public Session 6:30 p.m.

City Council Chambers, 100 Civic Center Drive, Lake Forest, California NOTICE
: Pursuant to Lake Forest Municipal Code Section 2.04.010, Regular Meetings of the City Council are held the First and Third Tuesday of each month at the hour of 5:30 p.m. for Closed Session matters, if required. The Public Session of the meeting shall commence at 6:30 p.m. or as soon thereafter as possible. Special Meeting times may be held at a different time and date as listed on the Agenda.

AGENDA DOCUMENT REVIEW:

The Agenda and staff reports are available on the Internet at https://www.lakeforestca.gov/en/government/meeting-agendas-and-minutes/meeting-agendas and at the City Clerk’s Office,
100 Civic Center Drive, Lake Forest, California, on the Friday before the meeting on Tuesday.

AGENDA DESCRIPTION:

The Agenda descriptions are intended to give notice to members of the public of a general summary of items of business to be transacted or discussed. The listed Recommended Action represents staff’s recommendation. The City Council may take any action which it deems to be appropriate on the agenda item and is not limited in any way by the recommended action.

AGENDA ON SOCIAL MEDIA:

This meeting will be streamed through Facebook Live. Comments will not be taken via Facebook Live. The City provides the Facebook Live stream as an additional service to the public. However, the City cannot guarantee that its network and/or the site will be uninterrupted. The City is not responsible for any interrupted service.

SPECIAL NOTICE REGARDING PUBLIC ACCESS TO THE MEETING AND PUBLIC COMMENT:

PUBLIC PARTICIPATION:

In addition to attending in person, members of the public may access the meeting live on our website at
https://www.lakeforestca.gov/en/government/meeting-agendas-and-minutes/meeting-agendas .

PUBLIC COMMENT PRIOR TO THE MEETING:

Members of the public may submit email comments to
[email protected]
. Email comments will be uploaded to the agenda packet and made part of the official public record of the meeting and will not be read at the meeting. To ensure staff reviews all comments prior to the City Council meeting, please submit email comments no later than 5:00 p.m. the day of the meeting.

PUBLIC COMMENT:

Members of the public may provide comments in-person at the meeting. Public comments will no longer be accepted remotely. Those wishing to provide comments in-person at the meeting will be asked to submit a request to speak to the City Clerk.

February 21, 2023

LAKE FOREST CITY COUNCIL AGENDA

Page 1 ends

CALL TO ORDER:
5:30 p.m.

Council Members:

Robert Pequeño
Scott Voigts
Benjamin Yu
Mayor Pro Tem:

Mark Tettemer
Mayor:

Doug Cirbo

City Manager:

Debra Rose
City Attorney:

Matthew E. Richardson
City Clerk:

Lisa Berglund

CLOSED SESSION PUBLIC COMMENT:

CLOSED SESSION: At this time, the City Council may recess to Closed Session for conference with Legal Counsel to discuss the items listed below pursuant to Government Code requirements. Any items not concluded by 6:30 p.m. may be continued to the end of the Public Session.

At this time, members of the public may address the City Council regarding any items listed on the Closed Session agenda. No action may be taken on items not listed on the agenda unless authorized by law. Comments shall be limited to three minutes per item. Any person wishing to address the City Council on a Closed Session matter is requested to complete a "Request to Speak" form available at agenda public review table near the entrance. The completed form is to be submitted to the City Clerk prior to an individual being heard by the City Council.

Whenever possible, lengthy testimony should be
presented to the City Council in writing (8 copies) and only pertinent points presented orally.

CLOSED SESSION
CLOSED SESSION: At this time, the City Council may recess to Closed Session for conference with Legal Counsel to discuss the items listed below pursuant to Government Code requirements. Any items not concluded by 6:30 p.m. may be continued to the end of the Public Session.

1. CONFERENCE WITH LEGAL COUNSEL- ANTICIPATED LITIGATION

INITIATION OF LITIGATION PURSUANT TO GOVERNMENT CODE
SECTION 54956.9(D)(4)
NUMBER OF POTENTIAL CASES: 1
RECOMMENDED ACTION: Conduct closed session.

RECESS:

City Council will recess to Closed Session for the purpose of conducting regular City business.

RECONVENE
:

City Council will reconvene to continue regular City business.

February 21, 2023

LAKE FOREST CITY COUNCIL AGENDA

Page 2 ends

PUBLIC SESSION:
6:30 p.m.

PUBLIC SESSION: At this time, the City Council will convene to consider public matters. Those wishing to address the City Council must submit a completed “Request to Speak” form to the City Clerk prior to City Council action.

INVOCATION:

The Invocation will be provided by Deacon Dan Diesel, Santiago De Compostela Catholic Church.

PLEDGE OF ALLEGIANCE:

The Pledge of Allegiance to the Flag of our Country
to be led by Council Member Pequeño.

CLOSED SESSION REPORT:

City Attorney will report on Closed Session.

PRESENTATIONS: (Item Nos. 2 – 3)

2. PRESENTATION ON THE CITY OF HOPE CANCER CENTER PLANNED

FOR FIVE POINT GATEWAY IN IRVINE
RECOMMENDED ACTION: Receive and file.

3. PRESENTATION ON THE STATUS OF NATURAL GAS PRICES
RECOMMENDED ACTION: Receive and file.

PUBLIC COMMENTS
Members of the public can submit an e-comment to
[email protected]
. E-comments will
not
be read at the meeting.

Members of the public may also provide comments in-person at the meeting. Those wishing to provide comments will be asked to submit a request to speak to the City Clerk.

CONSENT CALENDAR (Item Nos. 4 – 9)
All matters listed under the Consent Calendar are considered routine and will be enacted by one vote. There will be no separate discussion of these items unless Members of the City Council, the public, or staff request specific items be removed from the Consent Calendar for separate action.

February 21, 2023

LAKE FOREST CITY COUNCIL AGENDA

Page 3 ends

4. MOTION TO WAIVE READING OF RESOLUTIONS AND ORDINANCES RECOMMENDED ACTION:

Said Ordinances and Resolutions which
appear on the public agenda shall be determined to have been read by title and further reading waived.

5. MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL HELD ON FEBRUARY 7, 2023
RECOMMENDED ACTION: Approve as submitted.

6. AMENDMENT TO AGREEMENT WITH TAIT & ASSOCIATES, INC. FOR

STREET AND TRAFFIC ON-CALL ENGINEERING SERVICES - TASK
ORDER #10 WIDENING/REALIGNMENT OF JERONIMO ROAD AT EL

TORO ROAD
RECOMMENDED ACTION: 1. Approve the Third Amendment to the contract for On-Call Street and Traffic Services with Tait & Associates, Inc. – Task Order #10 Widening/Realignment of Jeronimo Road at El Toro Road. 2. Authorize the Mayor to sign, and the City Clerk to attest, the Third Amendment substantially in the form attached

7. FIFTH AMENDMENT TO AGREEMENT WITH RICK ENGINEERING

COMPANY FOR STREET AND TRAFFIC ON-CALL ENGINEERING
SERVICES - TASK ORDER #5 - INTERSECTION IMPROVEMENTS OF BAKE PARKWAY AT TRABUCO RD/IRVINE BLVD.

RECOMMENDED ACTION: 1. Approve the Fifth Amendment to the Professional Consultant Services Agreement for On-Call Street and Traffic Services with Rick Engineering Company for a term extension to provide construction support for Intersection Improvements of Bake Parkway at Trabuco Rd./Irvine Blvd. 2. Authorize the Mayor to sign, and the City Clerk to attest, the Fifth Amendment substantially in the form attached

8. MONTHLY TREASURER'S REPORT - JANUARY 2023
February 21, 2023

LAKE FOREST CITY COUNCIL AGENDA

Page 4 ends

RECOMMENDED ACTION: Receive and file.

9. NOTICE OF COMPLETION FOR ARBOR ACCESS RAMP (PW2019-17) RECOMMENDED ACTION: 1. Find that Elegant Construction, Inc. has completed construction of the Arbor Access Ramp (PW 2019-17). 2.

Approve the Notice of Completion and authorize the Mayor to execute the document on behalf of the City. 3. Authorize City Clerk to submit Notice of Completion for recordation to the Office of the County Recorder of Orange County within fifteen days of the City Council approval, as required by Section 9204 of the California Civil Code. 4. Authorize staff to release any unencumbered retention in accordance with California law.

DISCUSSION/ACTION ITEMS (Item Nos. 10 – 13)
The following matters are for City Council consideration/discussion/action. Members of the public may have the opportunity to address these items if they wish to do so. Please complete the Request to Speak form and give to the City Clerk.

10. COMMISSION APPOINTMENTS TO CITY COMMISSIONS
RECOMMENDED ACTION: 1. City Council Member Yu shall make one appointment to the Community Services Commission. 2. Instruct the City Clerk to reopen the recruitment for applications to fill the vacancy on the Traffic and Parking Commission.

11. CONSIDERATION OF INCREASED FUNDING FOR THE CITY'S SHOP & DINE COMMUNITY GIFT CARD PROGRAM WITH YIFTEE, INC.

RECOMMENDED ACTION: 1. That the City Council authorize the City Manager to enter into the attached BOGO Campaign Quickstart Agreement with Yiftee, Inc. and solely include the $25 and $50 gift card options in the Shop & Dine Community Gift Card Program. 2. Adopt a Resolution Entitled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE
FOREST, CALIFORNIA, AMENDING THE 2021-2023 OPERATING
BUDGET; AMENDING APPROPRIATIONS FOR FISCAL YEAR 2022-23.

12. SALE OF PROPERTY TO THE IRVINE RANCH WATER DISTRICT February 21, 2023

LAKE FOREST CITY COUNCIL AGENDA

Page 5 ends

RECOMMENDED ACTION: Adopt a Resolution Entitled: A RESOLUTION

OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA,

APPROVING THE SALE OF SERRANO SUMMIT PASSIVE PARK (APN
610-691-41) TO IRVINE RANCH WATER DISTRICT AND AUTHORIZING

THE CITY MANAGER TO EXECUTE A PURCHASE AND SALE
AGREEMENT ON BEHALF OF THE CITY.Adopt a Resolution Entitled: A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA, AMENDING THE 2021-2023 OPERATING BUDGET;
AMENDING REVENUE ESTIMATES FOR FISCAL YEAR 2022-23.Find that the foregoing actions are exempt from environmental review under the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines (Cal. Code. Regs. Title 14) Section 15312, which applies to the declaration and sale of surplus government property.

13. 2023 LEGISLATIVE PLATFORM
RECOMMENDED ACTION: That the City Council adopt the proposed 2023 Legislative Platform.

CITY MANAGER'S REPORT
At this time, the City Manager may comment on agenda and non-agenda items; and report on items of interest to the City Council and community.

CITY COUNCIL COMMENTS
At this time, City Council Members may comment on agenda or non-agenda matters. No discussion may take place on any item not appearing on the posted agenda. Council Members may ask a question for clarification, respond to statements made or questions posed by the public, make a brief announcement, or make a brief report on his or her own activities. In addition, the City Council may refer to staff or other resources for factual information, request staff to report back at a subsequent meeting or direct staff to place a matter of business on a future agenda. No action may be taken on non-agenda matters unless authorized by law (Government Code Section 54954.2).

Council Member Pequeño:

Council Member Voigts:

Council Member Yu:

Mayor Pro Tem Tettemer:

Mayor Cirbo:

February 21, 2023

LAKE FOREST CITY COUNCIL AGENDA

Page 6 ends

ADJOURNMENT:

In compliance with the Americans With Disabilities Act, if you need special assistance to participate in this Meeting, including auxiliary aids or services, you should contact the Office of the City Clerk at (949) 461-3400.

Notification 48 hours prior to the Meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting. The City Council agenda and agenda back-up materials can be obtained from the Office of the City Clerk on the Friday prior to the City Council meeting. Copies of all Agendas, Staff Reports and Supporting Materials can also be found on the City’s website – https://www.lakeforestca.gov/129/Agendas
.

Agenda and agenda packets, if requested, will be made available in an appropriate alternative format to persons with a disability as required by the Americans With Disabilities Act. Copies of the agenda are provided at no cost and agenda back-up materials are available at the per page copy cost.

The City of Lake Forest mailing address is
City Council Chambers, 100 Civic Center Drive, Lake Forest, California
.

Phone: (949) 461-3400. FAX (949) 461-3511
CERTIFICATION: I, Lisa Berglund, City Clerk of the City of Lake Forest, California, hereby certify that the foregoing agenda was posted for public review
at City Hall

on
February 16, 2023
.

Lisa Berglund
City Clerk
February 21, 2023

LAKE FOREST CITY COUNCIL AGENDA

Page 7 ends

CITY COUNCIL AGENDA REPORT
MEETING DATE: 2/21/2023
DEPARTMENT: City Clerk
SUBJECT:

PRESENTATION ON THE CITY OF HOPE CANCER CENTER PLANNED FOR

FIVE POINT GATEWAY IN IRVINE
RECOMMENDED ACTION(S):

Receive and file.

EXECUTIVE SUMMARY:

At the January 3, 2023, City Council meeting, Council Member Yu requested a presentation on the City of Hope cancer care center (“Center”) planned for FivePoint’s Great Park Neighborhood in Irvine. Tonight, Nisha Morris, Vice President of Marketing and Communications for the City of Hope, will provide an overview of the project. City of Hope and FivePoints are collaborating to build a $200 million, 190,000-square-foot building that will be an innovative cancer research and treatment center. These plans include what will be Orange County’s only specialty hospital adjacent to a research and treatment facility dedicated solely to treating and curing cancer. In addition to treatment, diagnostic services, and research, the new campus will offer personalized support care.

Support services will include palliative care, psychiatrists, social workers, and other specialists that can address physical and emotional issues that can arise during and after treatment.

FISCAL IMPACT:

There is minimal fiscal impact associated with this item.

ATTACHMENTS:

None.

Submitted By: Lisa Berglund, City Clerk
Approved By: Debra Rose, City Manager
Item: 2
12 CITY COUNCIL AGENDA REPORT
MEETING DATE: 2/21/2023
DEPARTMENT: City Clerk
SUBJECT:

PRESENTATION ON THE STATUS OF NATURAL GAS PRICES
RECOMMENDED ACTION(S):

Receive and file.

EXECUTIVE SUMMARY:

Over the last few months, Californians have experienced substantial increases to the cost of natural gas. Understandably, residents want more information about the factors impacting natural gas prices, how long residents can expect high prices to last, and what is being done to support the residents during this difficult time. Juan Gonzales, Public Affairs Manager of Southern California Gas Company, will give a presentation on the status of natural gas rates. He will also provide useful informational tips on how residents can decrease their utility bills, particularly during California’s colder than usual winter months this year.

FISCAL IMPACT:

There is no fiscal impact associated with this item.

ATTACHMENTS:

None.

Submitted By: Lisa Berglund, City Clerk
Approved By: Debra Rose, City Manager
Item: 3
13 CITY COUNCIL AGENDA REPORT
MEETING DATE: 2/21/2023
DEPARTMENT: City Clerk
SUBJECT:

MOTION TO WAIVE READING OF RESOLUTIONS AND ORDINANCES
RECOMMENDED ACTION(S):

Said Ordinances and Resolutions which appear on the public agenda shall be determined to have been read by title and further reading waived.

EXECUTIVE SUMMARY:

California Government Code 36934 allows titles of ordinances and resolutions to be waived.

FISCAL IMPACT:

There is minimal fiscal impact associated with the recommended action.

ATTACHMENTS:

None.

Submitted By: Lisa Berglund, MPA, City Clerk
Approved By: Debra Rose, City Manager
14 Item: 4
43 Item: 5
44 Item: 5
45 Item: 5
46 Item: 5
47 Item: 5
48 Item: 5
49 Item: 5
50 Item: 5
51 February 7, 2023

LAKE FOREST CITY COUNCIL AGENDA Page 1

MINUTES OF A REGULAR MEETING

OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST

The regular meeting of the City Council of the City of Lake Forest held Tuesday, February 7, 2023, at the Lake Forest City Council Chambers, 100 Civic Center Drive, Lake Forest, California, was called to order at 5:30 p.m. with all members present.

ROLL CALL:

Council Members:

Robert Pequeño
Scott Voigts
Benjamin Yu
Mayor Pro Tem: Mark Tettemer
Mayor: Doug Cirbo

City Manager: Debra Rose
City Attorney: Matthew E. Richardson
City Clerk: Lisa Berglund

CLOSED SESSION

1. CONFERENCE WITH LEGAL COUNSEL- ANTICIPATED LITIGATION

SIGNIFICANT EXPOSURE TO LITIGATION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(D)(2)
NUMBER OF POTENTIAL CASES: 2

RECESS: City Council recessed to Closed Session for the purpose of conducting regular City business.

RECONVENE: City Council reconvened to continue regular City business.

ACTION: City Attorney Richardson had no action to report.

PUBLIC SESSION:

INVOCATION: The Invocation was provided by Chief Mission Integration Officer Austine Duru, Providence Mission Hospital.

PLEDGE OF ALLEGIANCE: The Pledge of Allegiance to the Flag of our Country was led by Council Member Yu.

REPORT FROM STUDENT LIAISON: Sam Quiambao, Student Liaison from El Toro High School, delivered his report.

PRESENTATION: (Item No.2)
Item: 5
52 February 7, 2023

LAKE FOREST CITY COUNCIL AGENDA Page 4

Motion: It was moved by Council Member Voigts, seconded by Council Member Yu, to approve Item No. 2. The motion was carried by a vote of 5/0.

No public comments were offered on the presentation.

2. PROCLAMATION DECLARING THE WEEK OF FEBRUARY 19-25, 2023 AS

NATIONAL ENGINEERS WEEK

Director of Public Works Wheeler provided a brief report on this item.

ACTION: The Proclamation designating February 19-25, 2023, as National Engineers Week in the City of Lake Forest was approved.

PUBLIC COMMENTS:

Colton Wood spoke on police services response times and various criminal activity impacting him.

CONSENT CALENDAR: (Item Nos. 3 – 8)

STATEMENT READ INTO THE RECORD

Mayor Pro Tem Tettemer - There is a warrant on the register to the Irvine Ranch Water District. I am an employee of the Irvine Ranch Water District, but I do not work for the department that generated this warrant. Because the Irvine Ranch Water District is a public agency and because I do not work for the department in question, I have determined that I have a non-interest in this warrant and will vote on this warrant.

Council Member Voigts - There are warrants on the register to the County of Orange. I am an employee of the County of Orange, but I do not work for the department that generated the warrants. Because the County of Orange is a public agency and because I do not work for the department in question, I have determined that I have a non-interest in these warrants and will vote on this item.

Mayor Cirbo - There is a warrant on the register to All City Management Services. My wife is an employee of the ACMS and I have determined that I have a remote interest in this warrant and will abstain from voting on that warrant.

MOTION: It was moved by Council Member Voigts and seconded by Mayor Pro Tem Tettemer to approve Consent Calendar Item Nos. 3-8. The motion was carried by a vote of 5/0 with Mayor Cirbo abstaining from the ACMS warrant included in Item No. 5.

3. MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL HELD ON JANUARY 3, 2023

ACTION: The minutes were approved as submitted.

Item: 5
53 February 7, 2023

LAKE FOREST CITY COUNCIL AGENDA Page 4

4. MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL HELD ON JANUARY 17, 2023

ACTION: The minutes were approved as revised.

5. CERTIFICATION OF WARRANT REGISTER

ACTION: The warrant register was approved in the amount of $4,671,902.62.

6. MONTHLY TREASURER'S REPORT - DECEMBER 2022

ACTION: The monthly treasurer’s report was received and filed.

7. AWARD OF CONTRACT FOR CONSTRUCTION ADMINISTRATION AND

CONSTRUCTION INSPECTION SERVICES - SLURRY SEAL ZONES A, D, E,

B AND C

ACTION: A Professional Consultant Services Agreement with a compensation amount of $425,292 was awarded to Z&K Consultants, Inc. for Contract Administration and Construction Inspection Services - Slurry Seal Zones A, D, E, B and C. The Mayor was authorized to sign, and the City Clerk to attest to, the Agreement substantially in the form presented.

8. REJECT ALL BIDS AND AUTHORIZE RE-BIDDING FOR PHASE 13 CDBG ADA RAMP IMPROVEMENTS PROJECT (PW 2021-01)

ACTION: All bids for the Phase 13 CDBG (Community Development Block Grant) ADA Ramp Improvements Project (PW 2021-01) were rejected. Staff was authorized to solicit new bids for this project.

DISCUSSION/ACTION ITEMS: (Item Nos. 9 – 11)

9. COMMISSION APPOINTMENTS TO CITY COMMISSIONS

City Manager Rose introduced this item and turned the floor over to Mayor Cirbo to begin appointments to each of the City’s Commissions, starting in alphabetical order by Commission. No public comment was offered.

Community Services Commission: Mayor Pro Tem Tettemer nominated Marjorie Matsil. Council Member Pequeño ratified Mayor Pro Tem Tettemer’s appointment. Council Member Voigts nominated Timothy Bruton. Council Member Yu ratified Council Member Voigts’ appointment. Council Member Yu postponed his appointment to the next regularly scheduled City Council meeting.

Item: 5
54 February 7, 2023

LAKE FOREST CITY COUNCIL AGENDA Page 4

Planning Commission: Council Member Voigts nominated Michael Stannard.

Council Member Pequeño ratified Council Member Voigts’ appointment. Council Member Yu nominated Antonia Castro-Graham. There were no ratifications received for this appointment. Council Member Yu then nominated Francisco Barajas. Council Member Voigts ratified Council Member Yu’s appointment.

Mayor Pro Tem Tettemer nominated Tom Ludden. Council Member Voigts ratified Mayor Pro Tem Tettemer’s appointment.

Traffic and Parking Commission: Council Member Yu requested to make his appointment after his colleagues made their appointments. Mayor Pro Tem Tettemer nominated Vladimir Anderson. Council Member
Pequeño ratified
Mayor Pro Tem Tettemer’s appointment. Council Member Voigts nominated Jesse Segrist. Council Member Yu ratified Council Member Voigts’ appointment.

Council Member Yu nominated Jim Richert. Council Member Voigts ratified Council Member Yu’s appointment.

10. WREATHS ACROSS AMERICA

City Manager Rose introduced this item and invited City Clerk Berglund to provide a presentation on Wreaths Across America. City Clerk Berglund summarized the item and invited El Toro Memorial Park Administrative Manager Mary Funk and her colleague Mike Heddlesten to provide further information.

The presentation was received by the Mayor and Council. No public comment was offered. City Council questions were asked and answered. Council Member Yu stated he would contribute $500 of his City Council compensation towards the donation.

MOTION: Council Member Pequeño made a motion to donate $1,000. The motion was seconded by Council Member Voigts. The motion passed by a 5/0 vote.

11. CONSIDERATION OF RE-JOINING THE ASSOCIATION OF CALIFORNIA

CITIES - ORANGE COUNTY

City Manager Rose
introduced this item and invited City Clerk Berglund to give a presentation on the City’s membership with ACC-OC. The presentation was received by the Mayor and Council. No public comment was offered. City Council questions were asked and answered.

MOTION: Council Member Voigts made a motion to rejoin ACC-OC. The motion was seconded by Council Member Yu. The motion passed by a vote of 4/1, with Council Member Pequeño voting no.

CITY MANAGER'S REPORT: City Manager Rose had nothing further to report.

Item: 5
55 February 7, 2023

LAKE FOREST CITY COUNCIL AGENDA Page 4

CITY COUNCIL COMMENTS:

Council Member Pequeño:

Council Member Pequeño thanked staff for all of their
hard work and reported on his attendance at various
City events.

Council Member Voigts:

Council Member Voigts reported on his attendance at
the City’s Snowfest event.

Council Member Yu:

Council Member Yu reported on his attendance at
California League of Cities event for new elected
officials, various Lunar New Year celebrations and
regional meetings and events. He thanked Orange
County Fire Authority (OCFA) for the opportunity to
participate in a ride-along with firefighters.

Mayor Pro Tem Tettemer:

Mayor Pro Tem Tettemer reported on his attendance
at the City’s Snowfest event.

Mayor Cirbo:

Mayor Cirbo reported on his attendance at California
League of Cities event for new elected officials. He
thanked the residents for attending the meeting this
evening and encouraged people to volunteer and get
involved in City events. He reported on his attendance
at various City and regional events.

ADJOURNMENT: The regular meeting of the City Council was adjourned at 7:24 p.m.

Respectfully submitted:

APPROVED:

LISA BERGLUND DOUG CIRBO

CITY CLERK MAYOR

Item: 5
56 Item: 5
57 CITY COUNCIL AGENDA REPORT
MEETING DATE: 2/21/2023
DEPARTMENT: Public Works
SUBJECT:

AMENDMENT TO AGREEMENT WITH TAIT & ASSOCIATES, INC. FOR

STREET AND TRAFFIC ON-CALL ENGINEERING SERVICES - TASK ORDER #10 WIDENING/REALIGNMENT OF JERONIMO ROAD AT EL TORO ROAD RECOMMENDED ACTION(S):

1. Approve the Third Amendment to the contract for On-Call Street and Traffic Services with Tait & Associates, Inc. – Task Order #10
Widening/Realignment of Jeronimo Road at El Toro Road.

2. Authorize the Mayor to sign, and the City Clerk to attest, the Third Amendment substantially in the form attached
EXECUTIVE SUMMARY:

Tait & Associates, Inc. (“Tait”) provides Street and Traffic On-Call Engineering Services under a contract approved by City Council on April 17, 2018. The three- year Professional Consultant Services Agreement with Tait (“Agreement”) allowed for two additional one-year extensions based upon performance (Attachment 1). Tait has performed to staff’s expectations throughout the term of the Agreement. The term of the Agreement has been extended twice via two amendments and is set to expire on April 17, 2023 (Attachments 2 and 3).

Under the Street and Traffic On-Call Engineer Services Contract, Tait is currently providing design services for Widening/Realignment of Jeronimo Road at El Toro Road. The design for this improvement includes acquiring right-of-way from the adjacent property owner prior to the project being advertised for construction. To allow Tait to complete the design and provide assistance through construction, staff proposes a Third Amendment (Attachment 4) with Tait to extend the Agreement for two years or until the project is completed. Staff recommends extending the Agreement by exercising the City Council’s discretionary authority to ensure Tait provides engineering services during the property acquisition and construction phase of this project. The proposed Third Amendment to the Agreement with Tait would extend the term of the Agreement and make no changes to the compensation amount.

Item: 6
58 BACKGROUND:

The Public Works Department utilizes on-call engineering consultants to provide public works and engineering support services on an as-needed basis. These services include engineering design services for Capital Improvement Projects (“CIP”).

On April 17, 2018, the City Council approved Professional Consultant Services Agreements with Rick, Tait & Associates, and Harris & Associates for on-call street and engineering services for $250,000 each. The term of the Agreements was for three years from April 18, 2018, to April 17, 2021, with the option of two one-year extensions at the discretion of the City Council. The original contracts were intended to cover multiple years and multiple CIP projects. Staff solicited proposals from the three firms and evaluated each based on the firms’ specific expertise, proposed cost, and availability. The City Council’s initial approval provided the compensation required to begin utilizing these consulting services with the understanding staff would routinely bring back amendments to City Council on an as-needed basis (Attachment 1).

The City Council approved the First Amendment to the Agreement with Tait on January 5, 2021 (Attachment 2). The First Amendment increased the compensation amount by $272,000, from $250,000 to $522,000, and extended the term one-year to April 17, 2022, for the design of the Jeronimo Widening project and Glenn Ranch Road Resurfacing project (Attachment 2).

The City Manager approved the Second Amendment to the Agreement with Tait on March 31, 2022, extending the term one-year to April 17, 2023 (Attachment 3).

DISCUSSION:

The City’s standard contract format uses an initial three-year term with two additional one-year extensions available based on performance for a five-year maximum term. The Agreement with Tait has been extended twice via two one- year extensions. The Agreement with Tait is set to expire on April 17, 2023.

Since Tait is the design engineer for the Jeronimo Widening/Realignment project and intimately involved with the right-of-way acquisition, staff recommends extending the term of the Agreement an additional two years to complete the design and right of way acquisition process and support the project through construction.

Pursuant to the City’s Purchasing and Contracting Guidelines, staff completes a vendor performance assessment either on an annual basis or during a proposed Item: 6
59 contract amendment. The vendor performance is used as a guide to determine whether a contract should be amended, renewed, or terminated based on performance in the following categories: performance of scope of services; timeliness; budget performance; and customer service. Utilizing a detailed evaluation form, staff rates the consultant on a one to five scale for specific questions contained in each category. Leighton has provided on-call geotechnical services for several capital improvement and development projects.

Tait & Associates – Performance Review
April 17, 2018, through February 2, 2023
Category Unsatisfied – Very Satisfied
Performance of Scope of
services
☐Unsatisfied ☐ Satisfied ☒Very Satisfied ☐N/A
Timeliness ☐Unsatisfied ☐ Satisfied ☒Very Satisfied ☐N/A Budget Performance ☐Unsatisfied ☐Satisfied ☒Very Satisfied ☐N/A Customer Service ☐Unsatisfied ☐Satisfied ☒Very Satisfied ☐N/A Consistent with the City’s Purchasing and Contracting Guidelines, including vendor assessment, staff recommends the City Council exercise its discretionary authority to extend the Agreement to ensure Tait can continue to provide engineering services for the Jeronimo Widening/Realignment project. The Finance Department prepared the proposed fifth amendment and the City Attorney’s Office reviewed the document as to form. Staff recommends the City Council approve the proposed amendment to allow for Tait to continue to provide engineering services for the project.

FISCAL IMPACT:

There is no fiscal impact associated with the recommended action. Total contract compensation and contractual hourly rates would not change.

ATTACHMENTS:

1. Agreement with Tait & Associates, Inc.

2. First Amendment to Agreement with Tait & Associates, Inc.

3. Second Amendment to Agreement with Tait & Associates, Inc.

4. Proposed Third Amendment to Agreement with Tait & Associates, Inc.

Initiated By: Douglas Erdman, Assistant City Engineer
Submitted By: Thomas E. Wheeler, P.E., Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
Item: 6
60 Attachment 1
Item: 6
61 Item: 6
62 Item: 6
63 Item: 6
64 Item: 6
65 Item: 6
66 Item: 6
67 Item: 6
68 Item: 6
69 Item: 6
70 Item: 6
71 Item: 6
72 Item: 6
73 Item: 6
74 Item: 6
75 Item: 6
76 Item: 6
77 Item: 6
78 Item: 6
79 Item: 6
80 Item: 6
81 Item: 6
82 Item: 6
83 Item: 6
84 Item: 6
85 Item: 6
86 Attachment 2
Item: 6
87 Item: 6
88 Item: 6
89 Item: 6
90 Item: 6
91 Item: 6
92 Item: 6
93 Attachment 3
Item: 6
94 Item: 6
95 Item: 6
96 Attachment 4
Item: 6
97 55136.00200\31919338.1 - 1 -

CITY OF LAKE FOREST

THIRD AMENDMENT TO

AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES
PARTIES AND DATE.

This Third Amendment to the Agreement for Professional Consultant Services (“Third Amendment”) is entered into on the [***INSERT DAY***] day of [***INSERT MONTH***] , [***INSERT YEAR***], by and between the City of Lake Forest, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 100 Civic Center Drive, Lake Forest, CA 92630 (“City”) and Tait & Associates, Inc., a California corporation, with its principal place of business at 701 N. Park Center Drive, Santa Ana, CA 92705 ("Consultant").

City and Consultant are sometim es individually referred to herein as "Party" and collectively as "Parties."
RECITALS.

2.1 Agreement. The Parties entered into that certain Agreement for Professional Street and Traffic Engineering Services dated April 17, 2018 (“Agreement”).

2.2 First Amendment. The Parties entered into that certain First Amendment to extend the term of the Agreement, increase the total amount of compensation under the Agreement, and amend the scope of services, dated December 22, 2020 (“First Amendment”).

2.3 Second Amendment. The Parties entered into that certain Second Amendment to extend the term of the agreement and update the Delivery of Notices, dated March 31, 2022 (“Second Amendment”).

2.4 Third Amendment. The Parties now desire to amend the Agreement in orde r to extend the term of the Agreement.

TERMS.

3.1 Term. Section 3.1.2 of the Agreement is hereby amended in its entirety to read as follows:

The term of this Agreement shall be from April 18, 2018 to April 17, 2025, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Remaining Provisions of Agreement. Except as otherwise specifically set forth in this Third Amendment, the remaining provisions of the Agreement shall remain in full force and effect.

DocuSign Envelope ID: F1EA138F-0375-4E2B-9FD5-92257851949A Item: 6
98 55136.00200\31919338.1 - 2 -

CITY OF LAKE FOREST TAIT & ASSOCIATES, INC.

By: [AUTHORIZED CITY SIGNATURE]
Doug Cirbo
Mayor

By: [VENDOR SIGNATURE 1]
Jake Vandervis
Vice President
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:

By: [CITY CLERK SIGNATURE]
Lisa Berglund
City Clerk
By: [VENDOR SIGNATURE 2]
Jason Jones
Treasurer
APPROVED AS TO FORM:

By: [CITY ATTORNEY SIGNATURE]
Best Best & Krieger LLP
City Attorney

DocuSign Envelope ID: F1EA138F-0375-4E2B-9FD5-92257851949A Item: 6
99 CITY COUNCIL AGENDA REPORT
MEETING DATE: 2/21/2023
DEPARTMENT: Public Works
SUBJECT:

FIFTH AMENDMENT TO AGREEMENT WITH RICK ENGINEERING COMPANY

FOR STREET AND TRAFFIC ON-CALL ENGINEERING SERVICES - TASK ORDER #5 - INTERSECTION IMPROVEMENTS OF BAKE PARKWAY AT TRABUCO RD/IRVINE BLVD.

RECOMMENDED ACTION(S):

1. Approve the Fifth Amendment to the Professional Consultant Services Agreement for On-Call Street and Traffic Services with Rick Engineering Company for a term extension to provide construction support for Intersection Improvements of Bake Parkway at Trabuco Rd./Irvine Blvd.

2. Authorize the Mayor to sign, and the City Clerk to attest, the Fifth Amendment substantially in the form attached
EXECUTIVE SUMMARY:

Rick Engineering Company (“Rick”) provides Street and Traffic On-Call Engineering Services under the Professional Consultant Services Agreement (“Agreement”) approved by City Council on April 17, 2018 (Attachment 1). The three-year Agreement with Rick allowed for two additional one-year extensions based upon performance. Rick has performed to staff’s expectations throughout the term of the Agreement. There have been four amendments to the Agreement. The compensation amount has been increased twice (Attachments 2 and 4). Two of the amendments provided term extensions to the Agreement, which is set to expire on April 17, 2023 (Attachments 3 and 5).

Pursuant to the Agreement, Rick is currently providing design services for Intersection Improvements of Bake Parkway at Trabuco Road/Irvine Blvd.

Although the design is complete, the project also includes acquiring right-of-way from the adjacent property owner, Southern California Edison (“SCE”), as well as SCE needing to relocate electrical transmission poles prior to the City’s widening project being advertised for construction. To allow Rick to provide engineering support through utility relocation and construction, staff recommends the City Council approve the Fifth Amendment to the Agreement with Rick, which would Item: 7
100

extend the term for two additional years (Attachment 6). This term extension would provide SCE with time to complete its relocation efforts.

Staff recommends extending the Agreement by exercising the City Council’s discretionary authority to ensure Rick continues providing engineering services during the property acquisition, utility relocation, and construction phase of this project. The proposed Fifth Amendment to the Agreement with Rick would extend the term of the Agreement and make no changes to the compensation amount.

BACKGROUND:

On April 17, 2018, the City Council approved Professional Consultant Services Agreements with Rick, Tait & Associates, and Harris & Associates for on-call street and engineering services for $250,000 each. The term of these agreements was for three years, from April 18, 2018, to April 17, 2021, with the option of two one-year extensions at the discretion of the City Council. The original agreements were intended to cover multiple years and multiple CIP projects. Staff solicited proposals from the three firms and evaluated each based on the firms’ specific expertise, proposed cost, and availability. The City Council’s initial approval provided the compensation required to begin utilizing these consulting services with the understanding staff would routinely bring back amendments to City Council on an as-needed basis (Attachment 1).

The City Council approved the First Amendment to the Agreement with Rick on March 17, 2020 (Attachment 2). The First Amendment increased the compensation amount by $150,000 for a new total compensation amount of $400,000. The First Amendment also extended the term by one-year to April 17, 2022, for the design of a second eastbound left-turn lane and second westbound right-turn lane on El Toro at Portola/Santa Margarita (also known as the “El Toro Project”) (Attachment 2).

On May 13, 2021, the City Manager approved the Second Amendment to the Agreement with Rick adding the first of the two optional one-year extensions to the term and maintaining the current contractual hourly rates (Attachment 3).

On July 6, 2021, City Council approved the Third Amendment to the Agreement with Rick. During the design review process for the El Toro Project and the Bake/Trabuco Project, staff identified additional features that were not included in Item: 7
101

the original scope for each project. The Third Amendment allocated the funding necessary to incorporate these improvements into the designs, increasing the compensation amount by $90,000, with no increase in unit prices or billing rates charged by consultant staff (Attachment 4).

On April 5, 2022, the City Manager approved the Fourth Amendment to the Agreement with Rick, which added the second of the two optional one-year extensions to the term and maintained the current contractual hourly rates (Attachment 5).

DISCUSSION:

The City’s standard contract format uses an initial three-year term with two additional one-year extensions available based on performance for a five-year maximum term. The Agreement with Rick has been extended twice via two one- year extensions. The Agreement with Rick is set to expire on April 17, 2023.

Since Rick is the design engineer for the Intersection Improvements of Bake Parkway at Trabuco Rd./Irvine Blvd. project and intimately involved with the right- of-way acquisition and utility relocation, staff recommends extending the term of the Agreement an additional two years to support the project through construction.

Pursuant to the City’s Purchasing and Contracting Guidelines, staff completes a vendor performance assessment either on an annual basis or during a proposed contract amendment. The vendor performance is used as a guide to determine whether a contract should be amended, renewed, or terminated based on performance in the following categories: performance of scope of services; timeliness; budget performance; and customer service. Utilizing a detailed evaluation form, staff rates the consultant on a one to five scale for specific questions contained in each category.

Rick Engineering Company – Performance Review
April 17, 2018, through February 2, 2023
Category Unsatisfied – Very Satisfied
Performance of Scope of
services
☐Unsatisfied ☐ Satisfied ☒Very Satisfied ☐N/A
Timeliness ☐Unsatisfied ☐ Satisfied ☒Very Satisfied ☐N/A Budget Performance ☐Unsatisfied ☐Satisfied ☒Very Satisfied ☐N/A Customer Service ☐Unsatisfied ☐Satisfied ☒Very Satisfied ☐N/A Consistent with the City’s Purchasing and Contracting Guidelines, including vendor assessment, staff recommends the City Council exercise its discretionary Item: 7
102

authority to extend the Agreement to ensure Rick provides engineering services for the Intersection Improvements of Bake Parkway at Trabuco Rd./Irvine Blvd. through the construction of the project. The Finance Department prepared the proposed Fifth Amendment and the City Attorney’s Office reviewed the document as to form. Staff recommends the City Council approve the proposed amendment to allow for Rick to continue to provide engineering services for the project.

FISCAL IMPACT:

The proposed Fifth Amendment to the Rick Agreement would not increase the compensation amount. The Firth Amendment would extend the term of the Rick Agreement by two years and maintain the current contractual rates.

ATTACHMENTS:

1. Agreement with Rick Engineering Company

2. First Amendment to Agreement with Rick Engineering Company

3. Second Amendment to Agreement with Rick Engineering Company

4. Third Amendment to Agreement with Rick Engineering Company

5. Fourth Amendment to Agreement with Rick Engineering Company

6. Proposed Fifth Amendment to Agreement with Rick Engineering Company Initiated By: Douglas Erdman, Assistant City Engineer
Submitted By: Thomas E. Wheeler, P.E., Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
Item: 7
103

Attachment 1
Item: 7
104

Item: 7
105

Item: 7
106

Item: 7
107

Item: 7
108

Item: 7
109

Item: 7
110

Item: 7
111

Item: 7
112

Item: 7
113

Item: 7
114

Item: 7
115

Item: 7
116

Item: 7
117

Item: 7
118

Item: 7
119

Item: 7
120

Item: 7
121

Item: 7
122

Item: 7
123

Item: 7
124

Item: 7
125

Item: 7
126

Item: 7
127

Item: 7
128

Attachment 2
Item: 7
129

Item: 7
130

Item: 7
131

Item: 7
132

Item: 7
133

Item: 7
134

Item: 7
135

Item: 7
136

Attachment 3
Item: 7
137

Item: 7
138

Item: 7
139

Attachment 4
Item: 7
140

Item: 7
141

Item: 7
142

Item: 7
143

Item: 7
144

Item: 7
145

Item: 7
146

Attachment 5
Item: 7
147

Item: 7
148

Item: 7
149

Attachment 6
Item: 7
150

55136.00200\31919338.1 - 1 -

CITY OF LAKE FOREST

FIFTH AMENDMENT TO

AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES
PARTIES AND DATE.

This Fifth Amendment to the Agreement for Professional Consultant Services (“Fifth Amendment”) is entered into on the [***INSERT DAY***] day of [***INSERT MONTH***] , [***INSERT YEAR***], by and between the City of Lake Forest, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 100 Civic Center Drive, Lake Forest, CA 92630 (“City”) and Glenn A. Rick Engineering and Development Co. dba Rick Engineering Company , a California corporation, with its principal place of business at 36 Discovery, Suite 240 Irvine, CA 92618 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." RECITALS.

2.1 Agreement. The Parties entered into that certain Agreement for Professional Street and Traffic Engineering Consulting Services dated April 17, 2018 (“Agreement”).

2.2 First Amendment. The Parties entered into that certain First Amendment in order to increase the total amount of compensation under the Agreement and update the Delivery of Notices dated March 17, 2020 (“First Amendment”).

2.3 Second Amendment. The Parties entered into that certain Second Amendment in order to extend the term of the Agreement, dated May 13, 2021 (“Second Amendment” ).

2.4 Third Amendment . The Parties entered into that certain Third Amendment t o increase the total amount of compensation under the Agreement dated July 6, 2021 (“Third Amendment”).

2.5 Fourth Amendment. The Parties entered into that certain Fourth Amendment to extend the term of the Agreement, dated April 5, 2022 (“Fourth Amendment”).

2.6 Fifth Amendment. The Parties now desire to amend the Agreement in order to extend the term of the Agreement.

TERMS.

3.1 Term. Section 3.1.2 of the Agreement is hereby amended in its entirety to read as follows:

The term of this Agreement shall be from April 18, 2018 to April 17, 2025, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines.

DocuSign Envelope ID: FE59681C-AD63-49A4-A0B4-84FA37A70A16 Item: 7
151

55136.00200\31919338.1 - 2 -

3.2 Remaining Provisions of Agreement. Except as otherwise specifically set forth in this Fifth Amendment, the remaining provisions of the Agreement shall remain in full force and effect.

CITY OF LAKE FOREST GLENN A. RICK ENGINEERING AND
DEVELOPMENT CO. DBA RICK

ENGINEERING COMPANY
By: [AUTHORIZED CITY SIGNATURE]
Doug Cirbo
Mayor

By: [VENDOR SIGNATURE 1]
Kai Ramer
President
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:

By: [CITY CLERK SIGNATURE]
Lisa Berglund
City Clerk
By: [VENDOR SIGNATURE 2]
Timothy Gabrielson
Secretary
APPROVED AS TO FORM:

By: [CITY ATTORNEY SIGNATURE]
Best Best & Krieger LLP
City Attorney

DocuSign Envelope ID: FE59681C-AD63-49A4-A0B4-84FA37A70A16 Item: 7
152

CITY COUNCIL AGENDA REPORT
MEETING DATE: 2/21/2023
DEPARTMENT: Finance
SUBJECT:

MONTHLY TREASURER'S REPORT - JANUARY 2023
RECOMMENDED ACTION(S):

Receive and file.

EXECUTIVE SUMMARY:

The Treasurer's Report for the month ended January 31, 2023, is attached.

There are no exceptions to the Investment Policy. Total cash and investments equal $180.1 million for the period.

DISCUSSION:

The Treasurer’s Report for the month ended January 31, 2023, is attached.

There are no exceptions to the Investment Policy.

Investment Portfolio
The City’s balances consist of the following:

Type Millions
Local Agency Investment Fund (LAIF) 74.6
California Asset Management Program (CAMP) 43.8
Orange County Investment Pool (OCIP) 41.6
Federated Government Obligations Fund 0.0
Operating Bank Balance – US Bank 20.1
Total Cash and Investments 180.1
The investment portfolio balance (excluding the operating bank balance) was unchanged during the last month. The balance in the investment portfolio was consistent with staff’s expectations based on the operating and capital improvement activities during the month.

Item: 8
153

There were no investment purchases and no maturities during the month. The types of investments currently included in the portfolio are described below with any new information since the last report.

The Local Agency Investment Fund (“LAIF”), Orange County Investment Pool (“OCIP”), and California Asset Management Program (“CAMP”) are the City’s liquidity pools. Liquidity pools are the source of funding for weekly ongoing operating costs. Many cities use only LAIF, while Lake Forest has been more conservative in this respect. The US Bank balance reflected on the previous page is mostly transitory, as a function of holding deposits until the funds are invested and subsequently disbursed from LAIF/OCIP/CAMP for operations.

State law requires that these bank balances be collateralized at 110%. The Federated Government Obligations Fund Service Share Money Market Fund is also mostly transitory, as a function of holding matured investments and earnings until the City purchases new investments. This account is the custodial account for the City’s investment safekeeping institution, US Bank.

LAIF is a conservative investment pool managed by the State. The State cannot access these balances to fund its operational expenditures. Staff believe it is still prudent to maintain funds for liquidity in LAIF. LAIF earned 2.425% on the fund in January, which is slightly lower than the City’s earnings of 3.11% in January 2023.

Orange County Investment Pool (“OCIP”) allows local government agencies to voluntarily invest surplus cash to obtain competitive yields while maintaining safety and liquidity, thereby creating a multi-million-dollar County investment pool that enables investments in diversified instruments. OCIP earned approximately

2.841% on the fund as of January 31, 2023.

CAMP is a conservative short-term money market investment pool for a group of local agencies. CAMP earned approximately 4.53% on the fund as of January 31, 2023.

Cash with Fiscal Agent

During the month, cash with the fiscal agent was unchanged.

FISCAL IMPACT:

There is no fiscal impact associated with the recommended action Item: 8
154

ATTACHMENTS:

Monthly Treasurer’s Report
Initiated By: Amy Lewis, Assistant Director of Finance
Submitted By: Kevin Shirah, Director of Finance/City Treasurer Approved By: Debra Rose, City Manager
Item: 8
155

ATTACHMENT
Item: 8
156

VALUE OF PORTFOLIO
This Month Last Month
Market Value 160,029,611$ 159,411,908$
Book Value 160,029,611$ 159,411,908$
This Month Last Month
Average Maturity (days) 1 1
Average Maturity to Call (days) 1 1
RETURN
This Month Last Month
Average Annual Return 3.110% 2.910%
Average Annual Return to Call 3.110% 2.910%

1. I hereby certify that the investments are in compliance with the investment policy approved by the City Council on December 21, 2021.

2. Although any investment is impacted by market conditions, the current investments are structured to reduce the impact of market conditions.

3. The market values for the investments are provided by the City's Custodian, US Bank.

Local Agency Investment Fund, California Asset Management Program and

4. The City has the ability to meet its budgeted expenditures for the next six months.

Kevin R. Shirah
Director of Finance / City Treasurer

CITY OF LAKE FOREST

MONTHLY INVESTMENT HIGHLIGHTS
January 31, 2023
Orange County Investment Pool market values are the withdrawal amount. 1 Item: 8
157

SUMMARY OF TRANSACTIONS
Investment Securities*
Activity
Dollar Volume
(Par Value)
Transaction
Count
Purchases -$ -$
Maturities -$ 0
Called - Prior to Maturity -$ -$
Sale - Prior to Maturity -$ -$
* The Investment Securities activity is also included in the account summary below.

LAIF, CAMP, OCIP & Money Market Mutual Fund (MMMF)
Category Deposits Withdrawals
Local Agency Investment Fund 387,862$ -$
California Asset Management Program 167,970$ -$
Orange County Investment Pool 65,042$ 1,945$
Federated Government Obligations Fund Service Shares 24$ 1,250$ No exceptions.

EXCEPTIONS TO INVESTMENT POLICY
January 31, 2023

CITY OF LAKE FOREST

MONTHLY INVESTMENT HIGHLIGHTS/
January 31, 2023

EXCEPTIONS TO INVESTMENT POLICY

CITY OF LAKE FOREST
2 Item: 8
158

CITY OF LAKE FOREST

CASH AND INVESTMENTS
January 31, 2023
CASH & INVESTMENTS:

Type Market Value
Bank Accounts 20,116,682$
Investments 0
Local Agency Investment Fund 74,634,565
California Asset Management Program 43,835,188
Orange County Investment Pool 41,553,376
Federated Government Obligations Fund Service Shares 6,482 Total 180,146,293$
3 Item: 8
159

CITY OF LAKE FOREST

PORTFOLIO STRUCTURE
January 31, 2023
COMPARISON OF INVESTMENT PORTFOLIO BY TYPE:

Average
% or $ Average Maturity Allowed
Book % or $ Over Maturity to Call Maturity
Type of Instrument Value Portfolio Allowed Limit (in days) (in days) (in days) Local Agency Investment Fund 74,634,565 46.6% $75 MM N/A N/A N/A California Asset Management Program 43,835,188 27.4% 30% N/A N/A N/A Orange County Investment Pool 41,553,376 26.0% 100% N/A N/A N/A Federated Government Obligations Fund Service Shares 6,482 0.0% 10% N/A N/A N/A Totals 160,029,611$ 100.0%
CALLABLES AS PERCENTAGE OF BOOK VALUE:

Federal Agencies - Callable -$ 0.0% 100% 0 0 1825 4 Item: 8
160

INVESTMENT PORTFOLIO BY ISSUER:

Book % of % or $ Over
Issuer Name Value Portfolio Allowed Limit Quality
Local Agency Investment Fund 74,634,565 46.6% $75 MM N/R California Asset Management Program 43,835,188 27.4% 30% N/R Orange County Investment Pool 41,553,376 26.0% 100% N/R Federated Government Obligations Fund Service Shares 6,482 0.0% 10% AAA Totals 160,029,611$ 100.0%
DISTRIBUTION BY SELLING INSTITUTION:
% of
Name of Institution Book Value Total
Local Agency Investment Fund 74,634,565 46.6%
California Asset Management Program 43,835,188 27.4%
Orange County Investment Pool 41,553,376 26.0%
Federated Government Obligations Fund Service Shares 6,482 0.0% Totals 160,029,611$ 100.0%

CITY OF LAKE FOREST

DISTRIBUTION BY SELLING INSTITUTION
January 31, 2023

PORTFOLIO STRUCTURE
5 Item: 8
161

CITY OF LAKE FOREST
PORTFOLIO DETAILS SORTED BY MATURITY DATES 1
January 31, 2023
Market Par Book Coupon Yield to Purchase Maturity
Type of Instrument Issuer Seller Value 2
Value Value Rate Maturity Date Date
LAIF 3 N/A N/A 74,634,565 74,634,565 74,634,565 N/A N/A N/A N/A CAMP 4
N/A N/A 43,835,188 43,835,188 43,835,188 N/A N/A N/A N/A OCIP 5
N/A N/A 41,553,376 41,553,376 41,553,376 N/A N/A N/A N/A Money Market Fund 6
N/A N/A 6,482 6,482 6,482 N/A N/A N/A N/A
Totals 160,029,611$ 160,029,611$ 160,029,611$
1 All investments are held in safekeeping by US Bank.
2 Market values are obtained monthly from US Bank.
3 Local Agency Investment Fund
4 California Asset Management Program
5 Orange County Investment Pool
6 Federated Government Obligations Money Market Fund
6 Item: 8
162

CITY COUNCIL AGENDA REPORT
MEETING DATE: 2/21/2023
DEPARTMENT: Public Works
SUBJECT:

NOTICE OF COMPLETION FOR ARBOR ACCESS RAMP (PW2019-17)
RECOMMENDED ACTION(S):

1. Find that Elegant Construction, Inc. has completed construction of the Arbor Access Ramp (PW 2019-17).

2. Approve the Notice of Completion and authorize the Mayor to execute the document on behalf of the City.

3. Authorize City Clerk to submit Notice of Completion for recordation to the Office of the County Recorder of Orange County within fifteen days of the City Council approval, as required by Section 9204 of the California Civil Code.

4. Authorize staff to release any unencumbered retention in accordance with California law.

EXECUTIVE SUMMARY:

The Arbor Mini Parks project renovated the mini park at the northeast corner of Rockfield Boulevard and El Toro Road (“Arbors”). The renovation included installation of an ADA access path from the plaza in the shopping center up to the park area at the northeast corner of Rockfield Boulevard and El Toro Road (Brü Grill side) as well as the installation of water and sewer utility connection points for the parcel.

On April 19, 2022, the City Council awarded a contract to Elegant Construction, Inc. (“ECI”) in the amount of $234,833. The project began June 6, 2022, and was substantially complete October 17, 2022, with a final construction contract amount of $205,522.56. After final inspection, final quantities determined, and change order and progress payment processing, the project is now ready for the Notice of Completion. Staff recommends the City Council approve the Notice of Completion (Attachment 1) and direct staff to release any unencumbered retention in accordance with California law.

Item: 9
163

BACKGROUND:

At the September 1, 2020, City Council meeting, the City Council authorized an appropriation for the final design and construction of the Arbor Mini Parks project as part of the Mid-Cycle CIP Update and Budget Amendment. The project included improvements to the City-maintained areas located at the northeast and northwest corners of El Toro Road and Rockfield Boulevard (“Arbors”).

On January 5, 2021, the City Council awarded a full design contract to RJM to provide final design services for the Arbor Mini Park project, adding drought tolerant landscaping at the northwest corner of Rockfield Boulevard and El Toro Road (Home Depot side) as well as decorative fencing to the first phase of fencing to the northeast corner (Brü Grill side).

On June 1, 2021, the City Council approved an amendment to RJM’s contract to provide a final design for an access ramp from the commercial center plaza up to the park area of the northeast corner, as well as the installation of water and sewer connections for future improvements. On April 19, 2022, the City Council awarded a construction contract to Elegant Construction, Inc. (“ECI”) for $234,833.00.

On December 28, 2022, the City Manager approved Contract Change Order #1, for a total credit of $25,577 and reducing the contract amount to $209,256. On February 2, 2023, the City Manager Approved Contract Change Order #2 for a total credit of $3,733.44 and reducing the contract amount to $205,522.56.

DISCUSSION:

ECI substantially completed construction activities on October 17, 2022, except for the water service installation. The water service installation was delayed due to El Toro Water District approval of the materials used and supply chain issues in procuring the materials. The water service was installed and approved on December 27, 2022. The City’s construction manager conducted a final inspection to ensure the project’s completion per the contract requirements. The project required two contract change orders. Contract Change Orders (“CCOs”) were for additional work due to unforeseen conditions and credits related to quantity adjustments in field conditions and the elimination of the sewer lateral connection from the project. These CCO’s resulted in a credit of $29,310.44 and were approved by the City Manager.

The original plan called for the installation of a sewer lateral from the Arbors property to tie into an existing sewer lateral in a walkway between the Arbors and Lucille’s restaurant. After the award, it was determined that the tie-in lateral had Item: 9
164

been abandoned and was not usable. The City eliminated the sewer lateral tie-in from the project and is currently working on an alternate sewer tie-in for the Arbors, which will be awarded under a separate contract.

The Notice of Completion establishes a date that limits the time subcontractors and material vendors may file notices or liens against the project. Following City Council approval, the City Clerk must submit the Notice of Completion to the Clerk-Recorder of Orange County within fifteen days of the City Council action, as required by Section 9204 of the California Civil Code. Following approval and recordation, the Notice of Completion establishes a 30-day period for subcontractors and material vendors to file stop payment notices and initiates the start date for the warranty period. Since the work has been completed and accepted by the City, staff recommends that the City Council approve the Notice of Completion and direct staff to release any unencumbered retention in accordance with California law.

FISCAL IMPACT:

Approving the recommended action would find the project complete, authorize the Mayor and City Clerk to sign the Notice of Completion, and allow staff to release any unencumbered retention in accordance with California law. The original contract award for the project totaled $234,833. The two approved CCO’s for the project decreased the project cost by $29,310.44 for a final total project cost of $205,522.56. The 2021-23 Capital Improvement Program Budget has sufficient funds available for the recommended action.

ATTACHMENTS:

Notice of Completion
Initiated By: Douglas Erdman, Assistant City Engineer
Submitted By: Thomas E. Wheeler, P.E., Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
Item: 9
165

Attachment
Item: 9
166

RECORDING REQUESTED BY
AND MAIL TO:

City Clerk
City of Lake Forest
100 Civic Center Drive
Lake Forest, California, 92630

Fee Exempt – Gov’t Code §27383

NOTICE OF COMPLETION
(C.C.C. 9204 - PUBLIC WORKS)

NOTICE IS HEREBY GIVEN THAT:

1. The City of Lake Forest located at 100 Civic Center Drive, Lake Forest, California, 92630, has completed a public work of improvement described as Arbor Mini Parks (PW2019-17) and accepted by the awarding authority upon the date hereof.

2. Date of completion: February 21, 2023

3. Description of work perform ed: Arbor Access Ramp (PW2019-17)

4. The City’s interest in the property in which the public work was completed is: X Fee  Easement  Lease.

5. The real property upon which said public work was performed in the City of Lake Forest is: Arbor Park, Lake Forest, CA 92630

6. The contractor was: Elegant Construction Inc.

Dated
Doug Cirbo, Mayor
ATTEST:

Lisa Berglund, City Clerk

VERIFICATION

I, the undersigned, say: I am the Mayor of the City of Lake Forest, the declarant of the foregoing Notice of Completion; I have read said Notice of Completion and know the contents th ereof, the same is true of my knowledge. I declare under penalty of perjury that the foregoing is true and correct.

Executed at Lake Forest, California, on this day of , 2023.

Doug Cirbo, Mayor

ATTEST:

Lisa Berglund, City Clerk
Item: 9
167

CITY COUNCIL AGENDA REPORT
MEETING DATE: 2/21/2023
DEPARTMENT: City Clerk
SUBJECT:

COMMISSION APPOINTMENTS TO CITY COMMISSIONS
RECOMMENDED ACTION(S):

1. City Council Member Yu shall make one appointment to the Community Services Commission.

2. Instruct the City Clerk to reopen the recruitment for applications to fill the vacancy on the Traffic and Parking Commission.

EXECUTIVE SUMMARY:

On February 7, 2023, City Council Member Yu opted to delay his appointment to the Community Services Commission. Tonight, it would be appropriate for City Council Member Yu to nominate an eligible individual to serve on the Community Services Commission. Attached for reference is the minute excerpt and staff report from the February 7, 2023, City Council meeting (Attachments 1 and 2).

On February 15, 2023, staff received a resignation notice from newly appointed Commissioner Jesse Segrist (Attachment 3). Mr. Segrist was nominated by Council Member Voigts and appointed to the Traffic and Parking Commission on February 7, 2023. The Lake Forest Municipal Code Section 2.06.070 addresses the subject of Commission vacancies (Attachment 4). It states:
“In the event a member of any board or commission resigns or dies while in office, the City Council member who appointed that board or commission member shall appoint a successor pursuant to the provisions of this chapter. The successor shall serve for the remaining balance of the term to which his or her predecessor was appointed.” At this time, it would be appropriate to reopen the appointment process to recruit applicants for the vacancy on the Traffic and Parking Commission.

Item: 10
168

FISCAL IMPACT:

There is minimal fiscal impact associated with the recommended action.

ATTACHMENTS:

1. February 7, 2023, Unadopted Minute Excerpt

2. February 7, 2023, Item No. 9, Staff Report

3. Resignation Notification from Jesse Segrist

4. Lake Forest Municipal Code Section 2.06.070
Submitted By: Lisa Berglund, City Clerk
Approved By: Debra Rose, City Manager
Item: 10
169

5 1
6 8
5 ATTACHMENT 1
Item: 10
170

5 1
6 8
5 UNOFFICIAL MINUTE EXCERPT

LAKE FOREST REGULAR CITY COUNCIL MEETING
FEBUARY 7, 2023, ITEM NO. 9

9. COMMISSION APPOINTMENTS TO CITY COMMISSIONS
City Manager Rose introduced this item and turned the floor over to Mayor Cirbo to begin appointments to each of the City’s Commissions, starting in alphabetical order by Commission. No public comment was offered.

Planning Commission: Council Member Voigts nominated Michael Stannard.

Mayor Pro Tem Tettemer nominated Tom Ludden. Council Member Voigts ratified Mayor Pro Tem Tettemer’s appointment.

Traffic and Parking Commission: Council Member Yu requested to make his appointment after his colleagues made their appointments. Mayor Pro Tem Tettemer nominated Vladimir Anderson. Council Member Pequeño ratified Mayor Pro Tem Tettemer’s appointment. Council Member Voigts nominated Jesse Segrist. Council Member Yu ratified Council Member Voigts’ appointment.

Council Member Yu nominated Jim Richert. Council Member Voigts ratified Council Member Yu’s appointment.

LAKE FOREST CITY COUNCIL MINUTE EXCERPTPREPARED BY THE OFFICE OF THE CITY CLERK FEBRUARY 7, 2023
Item: 10
171

ATTACHMENT 2
Item: 10
172

CITY COUNCIL AGENDA REPORT
MEETING DATE: 2/7/2023
DEPARTMENT: City Clerk
SUBJECT:

COMMISSION APPOINTMENTS TO CITY COMMISSIONS
RECOMMENDED ACTION(S):

Tonight, Mayor Pro Tem Tettemer, Council Member Voigts and Council Member Yu shall make one appointment to each of the City Commissions.

EXECUTIVE SUMMARY:

On April 3, 2018, the City Council adopted Ordinance 304, which establishes the process for appointing Commissioners. In accordance with the Appointment of Commission Members Policy, applications were transmitted to City Council Members who then had the opportunity to conduct interviews with applicants prior to this evening’s meeting (Attachment 1).

Staff advertised the opportunity for available Commission seats on social media and the City’s website with a submission deadline of January 11, 2023.

Applications were accepted utilizing an online portal. Eight (8) residents submitted applications for the Community Services Commission (Attachment 2).

Ten (10) residents submitted applications for the Planning Commission (Attachment 3). Five (5) residents submitted applications for the Traffic and Parking Commission (Attachment 4). Each application was received prior to the deadline of January 11, 2023. At this time, it is appropriate for the City Council to make appointments and to ratify the appointments with the assent of one other Council Member.

BACKGROUND:

Municipal Code Section 2.06.050 states “Each member of the City Council shall appoint one (1) member to each board and commission within ninety (90) days of being sworn in as a member of the City Council.” The 2022 general election warrants one appointment to each City Commission by re-elected Mayor Pro Tem Mark Tettemer, re-elected Council Member Scott Voigts and newly-elected Council Member Benjamin Yu. Each appointment will be for a term of four (4) years.

Attachment 2
Item: 10
173

DISCUSSION:

Tonight, commissioner appointments will take place in alphabetical order according to the name of each commission:

1. Community Services Commission
Appointments to the Community Services Commission will be made in the following order: Mayor Pro Tem Tettemer, followed by Council Member Voigts and finally Council Member Yu.

2. Planning Commission
Appointments to the Planning Commission will be made in the following order:

Council Member Voigts followed by Council Member Yu and finally Mayor Pro Tem Tettemer.

3. Traffic and Parking Commission
Appointments to the Traffic and Parking Commission will be made in the following order: Council Member Yu followed by Mayor Pro Tem Tettemer and finally Council Member Voigts.

The City received eight (8) applications for the Community Services Commission, ten (10) applications for the Planning Commission, and five (5) applications for the Traffic and Parking Commission. On January 17, 2023, a list of the applicants was transmitted to the three City Council Members. On January 18, 2023, applications were provided to the Council Members. The following is a list of those applicants.

Community Services Commission
Timothy M. Bruton
Mauricio Escobar
Loretta Herrin
Marjorie Matsil
Shelley Merriman
Melanie Rocha
Michael D. Stannard
Janelle Zwicker
Planning Commission
Mark Armando
Francisco J. Barajas
Antonia Castro-Graham
Charlene Fell
Justin Christensen Kirk
Attachment 2
Item: 10
174

Thomas H. Ludden
B. Lynn McCune
Shelley Merriman
Anthony J. Montoya
Michael D. Stannard
Traffic and Parking Commission
Vladimir A. Anderson
Cedric H. Campbell
Charlene Fell
James J. Richert
Jesse Segrist
The Appointment of Commission Members Policy states at the meeting where Commissioner appointments are made, “each appointing Councilmember shall announce his or her selection for appointment to a board or commission. The appointment must be ratified by one other Councilmember other than appointing Councilmember.” At this time, it is appropriate to ratify the nominations to each commission.

FISCAL IMPACT:

There is minimal fiscal impact associated with the recommended action.

ATTACHMENTS:

1. Appointment of Commission Members Policy

2. Community Services Commission Applications

3. Planning Commission Applications

4. Traffic and Parking Commission Applications
Submitted By: Lisa Berglund, City Clerk
Approved By: Debra Rose, City Manager
Attachment 2
Item: 10
175

Page 1 ends

CITY COUNCIL POLICY: APPOINTMENT OF

COMMISSION MEMBERS
Revised: January 7, 2020. Reaffirmed January 3, 2023
Introduction
The Lake Forest City Council appoints members to its boards and commissions pursuant to the Lake Forest Municipal Code.

Background
On April 3, 2018, the City Council adopted Ordinance No. 304, which amended chapter 2.06 of the Lake Forest Municipal Code to provide for “one-to-one” appointment of board and commission members by Council Members. Before Ordinance No. 304, board and commission members were appointed by a majority vote of the City Council. Under the “one-to- one” approach, each Council Member appoints one member to each board and commission, and each board or commission member serves a term tied to that of the appointing Council Member.

This policy provides a process for the City Clerk and Council Members to implement the one-to-one appointment approach and ensure a fair, open, and public appointment process within the 90-day time frame prescribed by Lake Forest Municipal Code section 2.06.050.
1 Purpose.

The purpose of this policy is to implement the commission and board member appointment provisions of Lake Forest Municipal Code, chapter

2.06. Attachment 2
Item: 10
176

Page 2 ends

2 Applications and Recruitment.

2.1 Open Call.

2.1.1 Within five business days after the swearing in of a Council Member or upon the occurrence of a vacancy on a board or commission, the City Clerk shall publish an open call for applications for consideration of an appointment(s) to the applicable board(s) or commission(s).

2.1.2 The call shall remain open for 30 days. If deemed necessary by the City Clerk to ensure a fair and public call for applications, the City Clerk may extend the call for a fixed and reasonable period after 30 days.

2.1.3 The call for applications must be open to the public. Any Council Member may recruit or encourage individuals to apply during the call, but an individual need not be referred by a Council Member to apply.

2.1.4 To avoid Brown Act violations, Council Members should not discuss or consult with each other about potential applicants.

2.2 Applications.

Qualified residents are encouraged to complete and submit an application to the City Clerk by the respective deadline. The City Clerk shall post all applications to the City website during the Council Member Review period, following the close of the application submittal deadline.

2.3 City Clerk Review.

The City Clerk shall review each application to determine whether the application is complete and whether an applicant is qualified to serve on a board or commission.
• The qualifications to serve on a board or commission, pursuant to Lake Forest Municipal Code § 2.06.030 are as follows:
o a resident of the City,
o registered to vote in the City, and
o not an officer or employee of the City.

Attachment 2
Item: 10
177

Page 3 ends

If the applicant submits a complete application, but is not qualified at the time of submittal, the City Clerk shall inform the applicant of criteria that must be met in order to be considered for an appointment. 3 Review and Selection.

3.1 Transmission of Applications.

Within five business days after the close of the call for applications, the City Clerk shall transmit all complete applications to each appointing Council Member.

3.2 Council Member Review.

3.2.1 Once the call for applications is closed, Council Members may consider for appointments only those individuals with applications transmitted to Council Members by the Clerk.

3.2.2 Appointing Council Members may interview applicants in- person, via teleconference, or via video conference or may send applicants additional questions in writing. Council Members may also consider applicants without conducting interviews or further communication.

3.2.3 Council Members should note that any written communication with applicants may be discoverable under the Public Records Act

3.3 Selection.

3.3.1 An appointing Council Member shall send written notification of his or her appointment selection to the City Clerk. Within 24 hours after the City Clerk receives such notification, the City Clerk shall notify all appointing Council Members that the applicant has been selected.

Attachment 2
Item: 10
178

Page 4 ends

3.3.2 If an appointing Council Member wishes to change his or her selection prior to the time appointments are placed on an agenda for consideration, the Council Member must notify the City Clerk of the new selection as soon as possible. Within 24 hours after the City Clerk receives such notification, the City Clerk shall notify all appointing Council Members that a new applicant has been selected.

3.3.3 To avoid Brown Act violations, Council Members should not discuss or consult with each other about their selections.

3.4 Timing of Review and Section.

To ensure completion of the appointing process within the 90-day time frame for appointments (LFMC, § 2.06.050), appointing Council Members’ review and selection should be completed within 30 days of the City Clerk’s transmission of the completed applications to the Council Members. If a Council Member requires more than 30 days to complete their review and selection, the Council Member should immediately notify the City Clerk. 4 Agenda and Appointment

4.1 Agenda.

Within 30 days, or other time period as deemed necessary by the City Clerk to meet the 90-day time frame for appointments (LFMC, §

2.06.050), after the City Clerk transmitted the applications to the appointing Council Members, the City Clerk shall place on the agenda for open session of a regular or special meeting the appointment(s) to a board or commission.

4.2 Appointment.

At the meeting, each appointing Council Member shall announce his or her selection for appointment to a board or commission. The appointment must be ratified by one other Council Member other than appointing Council Member.

Attachment 2
Item: 10
179

Page 5 ends

4.3 Term.

No person shall be eligible to serve as Commissioner on any one Commission for more than two (2) four (4) year terms. Said term limits begin with appointments made as a result of the 2020 General Election. Notwithstanding the foregoing, any person who is appointed for the balance of a four (4) year term, but who serves for less than four (4) years in that office, shall be eligible for appointment for two (2) consecutive four (4) year terms thereafter.

Appointees are eligible to serve two (2) four (4) year terms on multiple Commissions.

Attachment 2
Item: 10
180

ATTACHMENT 2
Attachment 2
Item: 10
181

Attachment 2
Item: 10
182

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
I have watched City Council meetings o line but have on spoke on any topics.

8. What City sponsored
workshops or seminars have you
attended?
Several events at the Sports Park facility.

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

Yes, I have been active on the Grace Community Church Board of Elders. I was Chairman of the Board for 3 years.

I currently serve on the Business Team and am slated to return to the Board in February 2023..

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

Primarily church activities.

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

I am friends with Scott Voigts and attended church with Dwight Robinson, a former City Councilman.

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
No

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

No.

14. What does the term
“legislative body” mean to you?
It is the body that provides support and recommendations to the executive branch.

15. The Brown Act – in your own
words – what does it mean to
you?
The Brown Act aﬀords transparency to the the residents of local cities. It aﬀords the citizens the opportunity to attend meetings and gives them access to information that has been discussed. It also requires that meetings be publicized to allow interested parties to participate.

Attachment 2
Item: 10
183

Attachment 2
Item: 10
184

TIMOTHY M. BRUTON

. ~ Lake Fo rest, California 92630 ~ ~

SUMMARY OF QUALIFICATIONS

Management ~ Planning ~ Leadership

Retired Marine Colonel, currently Facility Manager at Nixon Presidental Library and Museum.

Dynamic and successful director offering a wide range of experience with refined skills and knowledge across a broad range of organizational functions. Independent self -starter and effective leader who develops cohesive teams and fosters collaborative efforts toward goals. Outstanding communication, and interpersonal skills that result in productive internal and external relationships at all levels. Solid critical thinking and problem solving ski lls with proven multiple responsibilities and projects in high- pressure environments. Key strengths include:

• Operational Oversight • Technology Management • Systems Management • Performance Management • Personnel Administration • Logistics Procurement

PROFESSIONAL EXPERIENCE

Program and Personnel Management

• Develop and implement effective strategies and practical plans for achieving objectives. • Establish sound policies and process that facilitate smooth workflow. • Coordinate activities across multiple departments and with internal and external stakeholders. • Assess activities and results to confirm goals are reached, identify areas for improvement, track and spearhead changes that deliver positive impact to the bottom line.

Project and Resource Administra tion

• Proven record of success in leading programs, project management, operational planning, human resource planning, logistics, intelligence and procurement. • Over twenty-eight years of successful leadership, and management experience in positions of increasing responsibility in government acquisition.
• Analyze needs to determine required staffing levels and structure teams, assign responsibilities, and design training programs to optimize productivity.
• Source, procure, and manage equipment and supplies to meet demand in a timely manner.

Business Proficiency

• Experienced with skills in senior leadership, team building, strategic thinking, problem solving, decision-making, procurement, interpersonal relations, and public speaking. • Possess unique abilities to create synergetic teams that lead to positive change and achieve enhanced performance and effectiveness.
• Develop effective marketing strategies, sales approaches, and presentations that highlight key offerings and clearly communicate the benefits proposition. • Research markets and analyze competitors to define strengths, weaknesses, opportunities, and threats.

PROFESSIONAL DEVELOPMENT

Completed professional development training that covered a range of topics including:
• Crisis Action Planning • Homeland Defense • Public Policy • Port Security • Risk Communications • Research Methods • Airport Security Design • Economics of Disaster • Technology Systems • WMD and the New Terrorism • Consequence Management: Terrorism Preparation and Response Attachment 2
Item: 10
185

TIMOTHY M. BRUTON PAGE TWO

EMPLOYMENT HISTORY AND ACCOMPLISHMENTS

UNITED STATES MARINE CORP (ACTIVATED RESERVE) 2002 – present

Science and Technology Director (Colonel) – Camp Pendleton, 2005 – 2009

• Maintain Top Secret/ Special Compartmentalized Information (TS/SCI) security clearance. • Assessed capability gaps and successfully procured technology solutions for nearly 50,000 Marine forces in combat environment.
• Coordinated information sharing and technology assets and maintained excellent working relationship with U.S. Army personnel, Naval Criminal Investigative Service and Law Enforcement Professionals . • Plan and manage research and development programs in a wide range of technical areas to ensure that coalition forces have the technological capabilities required to complete their mission.

Marine Liaison with United States Air Force ( Colonel) – Al Udeid, Qatar, 2005

• Selected as senior aviator to represent equities of 2,500 Marine aviators at multi-service, international air operations center.
• Maintained excellent rapport with aviation planners and flight schedulers resulting in efficient utilization of air assets and improved response times for medical evacuations. • Developed outstanding personal relationships and formed cohesive team to coordinate air space with Marines and Air Force, Combined Forces Air Component Commander.

Senior Planner and Force Deployment Manager (Lt Colonel) – Camp Pendleton, 2002 – 2004

• Served as a vital member of the management team responsible for the deployment of Marine forces during Operation Iraqi Freedom.
• Upon recall to active duty, immediately promoted from Future Plans Officer to Deputy, then Department Head. • Coordinated with U.S. Air Force Transportation Command to expedite Marine forces to combat through extensive efforts in force rotation and expert knowledge of force deployment system.

Project Manager, Base Realignment and Closure – Tustin and El Toro Air Bases, 2000-2001

• Facilitated the environmental cleanup and closure of Marine Corps Air Stations (MCAS), El Toro and Tustin, substantially reducing costs in areas of air and water through efficient contracting. • Coordinated with the City of Tustin, County of Orange, and the Environmental Manager at MCAS Miramar to minimize Marine Corps military liability and expedite transition of properties to their civilian counterparts. • Transferred air credits from Orange County Air Quality Management District to San Diego Air Pollution Control District producing a $4.5M savings and expanding operational capabilities at MCAS Miramar.

Marine Corps Officer (Overview) – , 1982-1999

• Recruited by Commanding Officer as Personnel Administrator to organize personnel requir ements for overseas deployment and increased efficiency rating from 75% to 92% for over 300 personnel. • Improved flight readiness an unprecedented 15% in 8 months through an aggressive flight training program as Department Head of Operations.
• Excelled as Logistics Department Head coordinator for squadron deployments by ensured 100% billeting, transportation, and survival equipment were available in routine and austere environments. • Developed, organized and managed multi-faceted training program for 200 personnel squadron as ground training officer producing outstanding results in Inspector General Inspection. • Amassed 28 years of military service and leadership with the United States Marine Corps. • Accomplished CH-53E helicopter pilot with over 2,000 flight hours and 18 years flying experience and flight instruction, including combat missions during Operation Desert Shield/ Desert Storm. • Division Commander and Responsible Officer for 4 aircraft and 150 personnel for Marine detachment.

Attachment 2
Item: 10
186

TIMOTHY M. BRUTON PAGE THREE

EDUCATION

AMERICAN MILITARY UNIVERSITY, Manassas, Virgi nia 2009
Master of Arts Degree
• Major: Homeland Security

MARINE CORPS INSTITUTE, Quantico, Vi rginia 2003
Command and Staff College
• Non-resident Course

CALIFORNIA STATE U NIVERSITY, San Bernardino , California 1982 Bachelor of Arts Degree
• Major: Business Management.

HONORS AND AWARDS

Meritorious Service Medal
Air Medal – Strike Flight
Navy and Marine Corps Commendation Medal
Navy and Marine Corps Achievement Medal
Selected Marine Corps Reserve Medal
Marine Outstanding Volunteer Service Medal
National Defense Service Medal
Korean Defense Service Medal
Iraq Campaign Medal
Global War on Terrorism Service Medal
Armed Forces Service Medal
Armed Forces Reserve Medal
Sea Service Deployment Medal
Southwest Asia Defense Medal
Kuwait Liberation Medal (Saudi Arabia)
Kuwait Liberation Medal (Kuwait)
Navy Meritorious Unit Commendation
Marine Meritorious Unit Commendation

Attachment 2
Item: 10
187

Attachment 2
Item: 10
188

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
I have attended the meetings regarding the recall
Also have gone to conduct invocation for the meeting

8. What City sponsored
workshops or seminars have you
attended?
City Leadership Academy

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

Board member of a Homeowners Association of Condo housing unit in Lake Forest

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

Leadership Academy
Snow Day at Pittsford Park
Pet dat at Sports Park
Recycling of waste material
Coach AYSO in Lake Forest
Easter day egg haunt

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
No

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

14. What does the term
“legislative body” mean to you?
The body-meaning the group of people on the commission has the power to make or change laws for the beneﬁt of the community

15. The Brown Act – in your own
words – what does it mean to
you?
Requires local government business to be conducted at open and public meetings
Allows the public to be involved and interact with commission to voice their opinions and encourage transparency.

Attachment 2
Item: 10
189

Attachment 2
Item: 10
190

Mauricio Escobar
* Trabuco Canyon, CA 92679
*

OBJECTIVE
● To obtain a position in an organization, where I can make a positive impact and utilize my skills with a company that offers career growth.

PROFESSIONAL EXPERIENCE

2019-Present Procurement Contract Specialist Orange County Community Resources ● The determined appropriate method of solicitations to complete bids for procurement ● Prepared and analyzed complex contract and bid specifications ● Performed complex procurements of goods and services
● Determine types of contracts necessary to procure a wide variety of services ● Performed value/cost analysis. Determine appropriate products to purchase. ● Investigate and researched sensitive issues and complaints to provide excellent service ● Collaborate with vendors, staff, management, County Counsel and board members

2015-2019 Senior Procurement Buyer Orange County Community Resources ● Prepared and analyzed complex contract and bid specifications ● Performed complex procurements of goods and services
● The determined appropriate method of solicitations to complete bids for procurement ● Performed value/cost analysis. Determine appropriate products to purchase. ● Ensured contracts were in compliance with County policies, rules, and regulations ● Exercised independent judgment; ability to work with little supervision.

2014-2015 Procurement Specialist Chapman University ● Worked with faculty and administrators to determine and fulfill their procurement needs ● Provided customer service by maintaining a positive and professional demeanor ● Identified current and potential suppliers; seek formal quotes, issue purchase orders ● Served as the main contact for requests intended for capital assets ● Explored and recommended alternatives to save money or improve delivery ● Handled all requests in a timely manner. Follow up on delivery dates and backorders ● Provided assistance to PeopleSoft users and work with Accounts Payable

2006-2014 Buyer Santa Ana Unified School District
● Responsible for bid projects that involve public work projects and other projects ● Coordinated conferences, job walks and conduct various bid openings at school sites ● Evaluated bid documents; award contracts and communicated daily with the vendor ● Ensured contracts were in compliance with County policies, rules, and regulations ● Applied purchasing rules and regulations to procure cost-effective materials district-wide ● Purchased services, equipment, and supplies to support the operation of the school district ● Received, review and prepared purchase orders from requisition requested

Attachment 2
Item: 10
191

EDUCATION

● 2022-Present Liberty University
Doctor of Education (Candidate); Community Care and Counseling

● 2014-2016 Grand Canyon University
Master of Arts; Christian Leadership

● 2001-2003 California State University Fullerton
Bachelor of Arts; Communications

● 1999-2001 Irvine Valley College
Associates of Arts; General Education

LANGUAGE SKILLS
● Fluent in English and Spanish

VOLUNTEER
January 2016-2022 Ministries Pastor Faro Church ● Provided vision and leadership to all ministries and their leaders ● Served as the liaison between ministries and Senior and Associate Pastor ● Designed and implemented strategy for ministries.
● Conducted monthly meetings with leaders
● Provided support for all ministries in speaking, prayer, planning, fundraising, events ● Created and developed a culture of unity among all ministries ● Coordinated new building projects and conduct general maintenance and repairs ● Implemented strategies and develop a plan for Sundays:
● Developed and coordinated new effective ministries for the church and community

January 2002-2016 Administrative Assistant Faro Church ● Provided college counseling and mentoring with high school students and young adults ● Provided high-level support to the Senior Pastor in a wide range of activities ● Performed as needed by Senior Pastor administrative and ministerial duties ● Prepared for meetings and events through the production of documents and reports ● Maintained various types of files and databases for the Senior Pastor and church ● Served as the church’s principal administrative supply coordinator ● Ordered, maintained and distributed all administrative supplies ● Logistics team leader and Coordinator of special events and outreaches

Attachment 2
Item: 10
192

Attachment 2
Item: 10
193

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
I attend all the Community Services Commission meetings and several City Council meetings. If I’m not able to attend a City Council Meeting, I’ll watch it online. Topics include: 4th of July Parade; park renovations; senior programs; playground equipment; recreation programs and fees; concerts and movies in the park; drought and its impact on our parks; pickleball; shade structures; Special Need events; Jim Rosenberg Outstanding Commissioner Award from CAPRCBM; OC Library Summer Reading Program; Volunteer in Parks (VIP); Sports Park and Skate Park.

8. What City sponsored
workshops or seminars have you
attended?
Lake Forest Redistricting; Pickleball at Rimgate Park; Hockey Rink at Foothill Ranch Community Park; Lake Forest Homelessness Town Hall; Mountain View Aﬀordable Housing; Legislative Luncheon; Lake Forest Chamber of Commerce Business Expo; Ethics Training; and Special Needs Resource Fair.

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

Yes. I've been Chair, Community Services Commission; Past President and currently on the Executive Board, California Association of Park and Recreation Commissioners and Board Members (CAPRCBM); Judge, Lake Forest 4th of July Parade Committee; member Orange County Paralegal Association (OCPA); member National Association of Legal Assistants (NALA); and California Parks and Recreation Society (CPRS). In past years, I've been on the School Site Council, Los Alisos Intermediate and El Toro High School; Chairman, Lake Forest II MHOA Recreation Committee; Grad Night Committee at El Toro High School; PSTO Board at El Toro High School; PTO Board at Los Alisos Intermediate; Merit Badge Counselor, Boy Scouts; Oso Lake Campmasters, Boy Scouts; Alpha Sigma Pi Sorority Alumni Association; and University of Redlands Alumni Association.

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

I have participated and/or helped with the following:

Bunny Blast; Snowfest; National Night Out; Clean Lake Forest; Pet Expo; 4th of July Parade; CPRS (California Parks and Recreation Society) District Workshops and Conferences; Lake Forest BOGO Gift Card Program; Chamber of Commerce workshops and mixers; Haunt at Heritage Hill; Breakfast with Santa; U.S. Marine Corps 1st Law Enforcement Battalion; Soroptimist International events; Merit Badge Counselor, Boy Scouts; Special Needs Dances and events; Bunco; new Flag Pole Ceremony at Veterans Park; Shop and Dine; Taste of Lake Forest; North Pole Calling; Dino Days; Jim Sax Award; Grad Night at El Toro High School; Model United Nations Conferences El Toro High School; Tustin Chili Cook-Oﬀ; Heritage Hill events including Rancho Days Fiesta, Victorian Christmas, and Candlelight Walk; concerts and movies in the park; Family Campout; Senior Advisory Board meetings; Spring and Fall Boutiques; Meet the Mayor; Civic Center Holiday and Tree Lighting; and Mayor's Leadership Breakfast.

Attachment 2
Item: 10
194

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

No. We socialize at city events and meetings, but I don't socialize with them outside of that.

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
No.

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

No.

14. What does the term
“legislative body” mean to you?
Legislative body includes the U.S. Congress, state legislative assemblies, and local city government. These entities are responsible for proposing, selecting, and amending the laws that govern us. On a local level, the laws and policies that are adopted by our City Council determine the goals and vision of our community, and, in certain areas, regulate the conduct of the public. Those laws and policies can promote public health, safety and welfare, including, protecting property, regulating businesses, and governing land use. All these things combine to help create and maintain the unique nature and character of our community, Lake Forest.

15. The Brown Act – in your own
words – what does it mean to
you?
The Brown Act in its simplest form is transparency in government. City council and other legislative bodies may not decide among themselves on issues except in open and publicized meetings (no “backroom dealings”).

16. What do you hope to
accomplish during your time of
service as a Community Services
Commissioner?
I want our city to provide the very best park and recreation services to all residents of our community. I would like to promote collaboration and be alert to opportunities to work together in order to stretch resources as far as possible. The public wants safe communities with good public services and facilities in which to live, work, and play.

Attachment 2
Item: 10
195

Attachment 2
Item: 10
196

LORETTA HERRIN, CP
Lake Forest, CA 92630
|

QUALIFICATIONS

• Administer projects and special
assignments by determining
priorities, managing time, gaining
cooperation of others, monitoring
progress, and problem-solving
• Proficient in Microsoft Office (Word,
Excel, PowerPoint, Adobe, and
Outlook), DocuSign, and Database
utilization skills
• Manage multiple tasks
• Have a high-level of
professionalism and ability to work
well with attorneys, all levels of
staff, executives, clients, and
outside counsel
• Strong analytical and research
skills
• Exceptional verbal and written
communication as well as
interpersonal skills
• Ability to work independently, think
proactively, and be a team player
• Outstanding attention to detail and
accuracy

PROFESSIONAL EXPERIENCE

UPS, Aliso Viejo, CA 2020 to present
Tower Admin
• Communicate effectively vital information to the operators and management team.
• A ddress multiple demands and competing priorities in a fast-paced environment.

Apex/Pacific Life, Newport Beach, CA 2019
Paralegal
• Facilitated efficient and effective communication between the CSO and Management with emphasis on researching and analyzing laws, rules, and procedures with respect to regulatory, governance, and company administrative requirements.

Advantage Solutions, Irvine, CA 2017-2018
Paralegal
• Worked closely with CSC (Corporation Service Company) for regulatory filings for 192 corporate entities and DBAs.
• Maintained and updated corporate minute books, corporate filings and agreements.
• Executed ad hoc projects and other assignments as assigned by the General Counsel.
• Coordinated real estate transactions and leases with Treasurer.

Conexant Systems, Inc., Irvine, CA 1999-2014 Legal Assistant / Contract Database Specialist / Contract Management • Managed, prepared, researched, and reviewed contracts, amendments, contract proposals, non-disclosure agreements, and leases.
• Acted as liaison between various internal departments, executive team, and outside counsel.

Attachment 2
Item: 10
197

Loretta Fischer-Herrin
2 • Set up tracking system to monitor progress of legal and contract matters. • Maintained all legal files (hard copy and electronic) and implemented record retention procedures.
• Acted as liaison with internal and outside counsel and various departments at all levels. Represented the legal department on company project teams and committees to achieve successful outcomes.
• Trained the department regarding the contract databases. • Helped with IP.
• Provided comprehensive legal support.
• Worked with engineers, and Outside Counsel to complete patents and IP internal process.
• Assisted with numerous mergers, divestitures, and company bankruptcy.

EDUCATION

Certified Paralegal (CP) – National Association of Legal Assistants (NALA) 2017

Coastline Community College, Newport Beach, CA Paralegal Certificate 2015 Honors: Dean’s List and LEX (Lambda Epsilon Chi) National Honor Society

University of Redlands, Redlands, CA B.A. 1979

COMMUNITY LEADERSHIP

Past President and Executive Board Member, California Association of Park and Recreation Commissioners and Board Members (CAPRCBM). Interface with elected officials and the public to discuss and resolve issues.

Community Services Commissioner (fka Parks and Recreation), City of Lake Forest.

Research and communicate with the elected public officials regarding city park issues.

Volunteer of the Year, CPRS (California Parks and Recreation Society)

City of Lake Forest Volunteer in Parks Program (VIP)

City of Lake Forest Parade Committee, Judge

University of Redlands Alumni Association

Attachment 2
Item: 10
198

Attachment 2
Item: 10
199

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
I have attended Lake Forest City Council Meetings on a regular basis since 2003...not missing more than 12 meetings over the years.

Some of the following topics that I have spoke about
*Support of the Renewal of the OCSD contract with the City of Lake Forest *Events being sponsored by the Lake Forest Chamber of Commerce ( I was part of the AD HOC Committee partnered with the City that formed the Lake Forest Chamber in 2009.
***I served as Event Chair for many years and spoke about upcoming Chamber Events at various times at Council Meetings
* Events being sponsored by the Kiwanis Club of Lake Forest such as the South County Outreach Food Drive that we sponsored twice a year in February and August
***I served on the Board of Directors for many years, served as their Speaker Chair and was also Vice President and then President of the Lake Forest Kiwanis Club
*Spoken on supporting Council Members and thanking them for their service
NOTE: Since becoming a Community Services Commissioner in January 2019 I have not spoken at meetings as I thought it best not too speak on Agenda Items or comment on
Public Comments...

8. What City sponsored
workshops or seminars have you
attended?
* North Pole Santa Calls for the last 6 or 7 years
*Served on the Lake Forest 4th of July Parade Committee .

Snowfest, Bunny Blast
Attachment 2
Item: 10
200

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

LAKE FOREST CHAMBER OF COMMERCE
*** Event Chair
***Membership Chair
*** Served on the AD HOC Committee that formed the Lake Forest Chamber of Commerce in 2008 (served with (from the City, Jessica Gonzales, David Belmer, Council Member Mark
Tettemer, the late City Council Member Richard Dixon, David Carter (Planning Commission)
*** I served on the Lake Forest Chamber of Commerce prior to the one formed and partnered with the City of Lake Forest- it was part of the (former) South Orange County Regional
Chambers of Commerce which disbanded I believe in 2007
******This Committee of Formed the Chamber of Commerce which began in 2009. It is a partnership of the Chamber with the City of Lake Forest

KIWANIS CLUB OF LAKE FOREST
*** Board of Directors Member
***Vice President
***President
***Speaker Chair ( I was in charge for many years to book speakers from various organizations to speak at our Friday morning meetings at Mimi's Cafe in Lake Forest
Actually one of my ﬁrst speakers to book was Council Member Robert Pequeno. This is when he was appointed the ﬁrst "OCSD Homeless Liaison Oﬃcer for the City of Lake
Forest"
*** Chaired the Kiwanis Club Semi-Annual (February and August) Food Drive beneﬁting South County Outreach
***Student Advisor for the Kiwanis Key Club at El Toro High School and Trabuco Hills High School ( "KEY" stands for Kiwanis Educated Youth) For about 5 years when I was working evenings I attended the KEY Club Weekly Meetings at El Toro High School

KID'S MINISTRY
*** for the last (2) years I have been a Sunday School teacher at my Church - Calvary Chapel Costa Mesa

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.
*** Lake Forest Chamber of Commerce
*** Kiwanis Club of Lake Forest
***South County Outreach
Attachment 2
Item: 10
201

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

Mark Tettemer: I met Mark and his family in 2003 and helped him with his 2004 campaign..we became friends.

Scott Voigts: friend
Loretta Herrin: friend

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
Endorsed Mark Tettemer 2004 and 2008 campaigns...no donations Endorsed (not publicly) Benjamin Yu in the 2022 campaign. I am in his district

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

Mark and Brenda Tettemer and their kids have been friends of mine for almost 20 years (as described in question #11)
Scott Voigts: friend
Loretta Herrin: friend

14. What does the term
“legislative body” mean to you?
A group of elected oﬃcials who make the laws..in this instance I believe the "legislative body" to be the members of the Lake Forest City Council

15. The Brown Act – in your own
words – what does it mean to
you?
Local government business to be conducted in an open forum and public meetings.

This I believe does not apply, however, to the City Council "Closed Session Meetings"
From what I have learned over the years of attending City Council Meetings, "The Brown Act" also prohibits more than (2) council members from discussing a City Item when not a City Council Meeting.

16. What do you hope to
accomplish during your time of
service as a Community Services
Commissioner?
I have served as a Commissioner for the last (4) years. It was my ﬁrst term as a Commissioner. When I found out there was an opening on this commission in mid-December of 2018,. I was not going to apply. I thought what could I bring to this commission? I don't really know about "parks and recreation" (former name of this commission.)
At the "ﬁnal hour" on December 31, 2018 I applied and submitted my application at 4:45 pm (the deadline was 5:00 pm.)
I was appointed (not thinking I had a chance)
What I learned from serving on this commission for the last (4) years was that I knew a lot more about the City of Lake Forest than I thought I did.

I was educated by the City of Lake Forest by attending City Council Meetings on a regular basis since 2003,,also by serving on the Lake Forest Chamber of Commerce, as well as the Kiwanis Club of Lake Forest and many other City Committees.

After serving for the last (4) years I know this time, as I apply that I am very qualiﬁed to serve for a 2nd term as a Commissioner. I will do my best to honor the City's motto.
"Remember the Past...Challenge the Future"
Attachment 2
Item: 10
202

Attachment 2
Item: 10
203

Attachment 2
Item: 10
204

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
I Started getting involved in 2020. I attended several in-person (about 5) and many online broadcast during COVID. The major topics were varied. I have never spoken about any topics. I was an observer gathering information and insight.

8. What City sponsored
workshops or seminars have you
attended?
none

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:
no

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

Over 10 years involved in the Boy Scouts (my son is an eagle scout), coached baseball and softball, volunteered as a soccer referee, participated in local church youth education, participated in my master association neighbor watch and rep program. Attended several monthly board meetings.

I am also a member (over 20 years), and past president of the Orange County Section of Society Of Women Engineers. We provided STEM and engineering support to fellow engineers in the community, including aerospace badge day for Girl Scout troops.

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
No

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

14. What does the term
“legislative body” mean to you?
Being the chief governing body of a city which has legislative powers.

Representing the people of the city, not my own agenda.

15. The Brown Act – in your own
words – what does it mean to
you?
To aid in the conduct of the people’s business.To take actions to be taken openly and that any deliberations be conducted openly. To be accountable for my actions. Following the rules of law.

Attachment 2
Item: 10
205

Attachment 2
Item: 10
206

SHELLEY MERRIMAN
| | www.linkedin.com/in/shelleymerriman

TECHNICAL PROJECT MANAGER
Highly accomplished and technical CONTINUOUS IMPROVEMENT/TECHNICAL PROJECT MANAGER with a proactively “get it done” attitude. Demonstrated track record of strong leadership skills in achieving product, process and service improvement to reduce waste, utilizing Lean Methodology tools, organizational change management, problem-solving, analytical and critical thinking skills, through coaching, mentoring, and training. A respected leader and resource specialist, with strong communication skills, negotiating and interpersonal skills.

Promotes team discussions, relationship building, accountability, technical knowledge sharing, continuous learning, and teamwork. Values efficiency, organization, quality professional integrity and attention to details.

KEY COMPETENCIES:
 Continuous Process Improvements
 Value Stream Mapping (VSM)
 Current and Future State Product Roadmap
 Lean Product Development (LPD)
 Standard Design Development Process (SDDP)
 Project Management
 Product Lifecycle Management (PLM)
 Business Process Management
 Risk Mitigation
 DFMA / PFMA
 Design for Value Engineering / Design for 6 Sigma
 Design / Process Validation and Verification
 Failure Mode Effect Analysis (FMEA)
 High Performance Team (HPT) Trainer / Coach
 SharePoint Developer / Architecture
 Lean Six Sigma / Kaizen / A3 / DMAIC / PDCA / 5S /
Fishbone / KPI’s / Apollo Root Cause Analysis
 Facilitator / Trainer / Presenter / Coach / Mentor
 ISO 9000 Internal Auditor

ACCOMPLISHMENTS
 Achieved 70% time reduction (300 to 90 hours/week) for technical configuration control board process. As lean project manager, analyzed developed and implemented new priority evaluation process.  Lead, designed, and implemented Visual Management (VM) process for Daily Management Meetings operations, resulting in a 30% increase productivity for action item burn down. Utilized QDIP metrics  Facilitated cross functional organizational level Kaizen improvement events activities for problem report execution, integration lab efficiency using VM, improving financial performance measures and schedule.  Developed First Pass Yield Excel Pivot table, to analyze and resolve manufacturing and compliance issues (CAPA) for non-conformances product lines. Resulting in 75% (400 hours/month) process time reduction.  Increased productivity 50% by developing standard process workflow requirements and procedures for customer / supplier deliverables, using MS Access and SharePoint team collaboration sites,

PROFESSIONAL EXPERIENCE
AERO LEAN SOLUTIONS, Orange County, CA August 2017 – Present LEAN SR. Engineer Manager, Continuous Improvement
 Facilitated inventory management evaluation and process improvement for procurement optimization of supply chain process. Developed naming process and Standard Operating Procedures (SOP) 50% reduction of inventory database, 40% improved inventory quality, and 30% TAKT reduction.  Developed project plan and process mapping. Implemented a Lean change management culture to enable knowledge transfer. Develop training documentation materials (work instructions) to train employees.

PARKER HANNIFIN – CONTROL SYSTEMS DIVISION, Irvine, CA December 1995 – October 2016 Project Engineer-Engineering Lean Product Development, 2008 – 2016  Championed, lead and implemented lean continuous process improvement initiatives, using lean engineering methods and project management skills and tools (Risk analysis, Project Plans, Kaizen, cause and effect, problem solving, etc.) to optimize/improve manufacturing and design processes, eliminating waste, achieving company, customer and product reliability and cost objectives.  Created project plan, requirements, products specifications for inter-organizational and external customer SharePoint collaboration team-environment sites. Utilized process flow, internal requirement submittals tracking, and visual indicators, for critical path technical issues resolution and problem report burn down.

Attachment 2
Item: 10
207

SHELLEY MERRIMAN 949-677-5795 [email protected]

 Created, managed and prioritized strategic standard design and development process requirements for product lifecycle management. Created workflow process documentation review, approval and release process for standardization and sustainability for customers and suppliers. Utilized roles and responsibility matrices for cross functional team accountability.
 Collaborated in the corporate, group, divisional, and external partners product strategy planning.

Implemented SharePoint sites, LPD, VSM, SDDP, HPT, and Enovia 3D PDF business process standards.  Technical support for all levels of the organization (e.g., supply chain, engineering, designers, manufacturing, quality, finance) to improve business processes by developing standard operating procedure.
 Developed standard operating procedure requirements for the Data Acquisition Test Console equipment.  Created and published cost reduction tips for technical design, office productivity and efficiency.  Member of the Environmental Health and Safety (EHS) and Quality audit team, supporting clean room, shipping, manufacturing, assembly and test areas.

Sr. Design Engineer, 1998 – 2008
 Integrity Program Project Manager on F-35 hardware / software, safety and mission critical requirements  Defined data management lifecycle for cross functional business units. Implemented roles and responsibilities matrix for process flow optimization approval.  Planned, budgeted, tracked earned value maintained cost and schedules as Cost Account Manager.  Project Lead for Lockheed Martin Functional Configuration Audit (FCA). Received Spotlight Award for outstanding customer experience. Data Manager and member of Joint Configuration Control Board (JCCB)  Developed, managed and performed complex QUAL testing, Test Failure Analyses protocols to qualify and validate design/re-design processes, manufacturing processes, assembly and test processes.  Oversaw and coordinate engineer, test technician, manufacturing, and assembler tasks. Writing special instruction work orders to conducting testing.
 Completed QTR’s and submitted in electronic format (pdf) to meet customer requirements.  Participated in Engineering College Recruiter and public relations for the Parker Aerospace Group.

Support Engineer, 1995 – 1998
 Engineering design support for qualification testing, manufacturing, assembly and test production.  Performed preliminary design stress analyses for follow through MRB support.

EDUCATION
Bachelor of Science, Mechanical Engineering – Technology, California State Polytechnic University, Pomona,

PROFESSIONAL TRAINING / CERTIFICATION / DEVELOPMENT
Project Management, six sigma lean greenbelt, Effective Presentation Skills, Design for Manufacturing & Assembly-DFMA, Process for Manufacturing and Assembly-PFMA, Cost Account Manager (EVMS), Configuration Management, Continuous Improvement, Lean Bootcamp I, II, III, SPC, Lean for Manufacturing, 10-Step Problem Solving, Apollo Root Cause Analysis “train-the-trainer”.

SOFTWARE EXPERTISE
Advanced: MS Office Suite (Word, Excel, PowerPoint, Access), Project, Visio, SharePoint, Adobe Acrobat Pro Proficient: TK Solver, Lotus Notes, Visual Basic
Knowledgeable: CATIA (CAD), DOORS, MKS, MatrixOne, Minitab, Enovia,

PROGRAMMING
SharePoint Team sites; MS Access databases; Lotus Notes Web services page development and administration

AFFILIATIONS
Society of Women Engineers (SWE) Orange County
Section President (FY10), Vice President (FY09), Section Representative (FY03 –FY07) (8 officers, 30 committee chairs and 150 members) between national, regional and local SWE organization.

Presenter at SWE National Conference, UCI Student week, SWE-OC and ASME-OC membership meetings.

Keynote speaker at UCI SWE industry networking event. Girl Scout Engineer Day facilitator.

Attachment 2
Item: 10
208

Attachment 2
Item: 10
209

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
I have not personally attended any city council or commission meetings, or made comments in any of these meetings.

8. What City sponsored
workshops or seminars have you
attended?
none yet

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:
not yet

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

I have participated in the Leadership Academy in 2022. I use the Lake Forest app to make the City aware of issues such as graﬃti. I participate in classes oﬀered by the recreation department with my young children.

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
No

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

14. What does the term
“legislative body” mean to you?
The legislative body is the part of the government that can make, amend and repeal laws. In order for this to work well, there needs to be a lot of feedback between residents and their legislative body.

15. The Brown Act – in your own
words – what does it mean to
you?
The Brown Act is a vital cornerstone to hold government accountable and keep it transparent. The Brown Act keeps government happenings available to the public. The Brown Act should be seen as the absolute base line and it should constantly be re-evaluated if additional steps can be taken to make government more transparent and more responsive to resident needs.

Attachment 2
Item: 10
210

Attachment 2
Item: 10
211

Attachment 2
Item: 10
212

Attachment 2
Item: 10
213

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
I've attended one council meeting, where I was presented with a certiﬁcate of completion for the Lake Forest CERT program.

8. What City sponsored
workshops or seminars have you
attended?
I have attended and successfully graduated from Lake Forest's Community Emergency Response Team program.

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

I have served as a committee member and board member of multiple industry and non-proﬁt organizations, including two years as the Vice President of the El Toro High School Instrumental Music & Pageantry Board and one year as Vice President and two years as President of an organization focused on meeting the needs of single parents in South Orange County. I also served as a committee member of the Association of Marketing Service Providers for eight years.

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

As a part of my role as the Vice President of the El Toro High School Instrumental Music & Pageantry Board, I led our initiative to develop and launch the Prelude in the Park Concert in 2008. In association with the city, the annual concert featured student musicians from El Toro High School which served a key role in connecting community members with the city's only high school. Its successful planning and execution, as well as its popularity with the residents, laid the groundwork for an event that continued to be held through 2018.

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

I have been introduced to Scott Voigts through a friend and have had short discussions with him on a few occasions over the last 10+ years.

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
No.

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

No.

14. What does the term
“legislative body” mean to you?
Legislative body means the governing body of a legislative area (e.g., city, state, county) which has the authority to develop, pass, and administer laws, regulations, etc. which representing the will of its constituency.

Attachment 2
Item: 10
214

Attachment 2
Item: 10
215

Michael D. Stannard
Business Owner | Organizational Leader | Client Relationship Executive | | Lake Forest, CA

PROFESSION

AL PROFILE

Multi-faceted business leader with a proven history of increasing revenue through customer acquisition, growth and retention. Experienced in all aspects of business management, with a history of organizational growth and performance excellence. Developed successful, award-winning strategies with exceptional results for companies ranging from start-ups to Global 500’s with an emphasis on technology companies.

Desire a leadership position that affords the opportunity to utilize my experience and diverse set of skills to attain new levels of success for the organization, it’s customer and employees, as well as my continued professional development & advancement.

SELECTED ACCOMPLISHMENTS

Strong Organizational Fiscal/Turnaround Management:
• Returned marketing company to profitability and increased revenues after the crash of the tech-sector and the 2008 recession – each event had resulted in a 50% loss of revenue. • After becoming COO of a 39-year old hotel, increased room revenue 12%, reduced expenses 5%, increased guest ratings 25%, and improved property star rating from 2.5 to 3.5.

Proven Client Growth and Development:
• Grew LG Electronics annual agency revenue by 25x and expanded services from distribution only to include creative development, marketing research, technology solutions and other key service offerings. • Authored the RFP and led the pitch team for the Southern California Edison account that secured a $5,000,000 contract & two subsequent three-year terms – the latest at a 60% increase – up to $8,000,000. • Developed Gateway Computers from $10,000 one-time project to over $5,000,000 in annual revenues.

Successful Marketing Strategic Development:
• Designed and implemented B2B lead generation marketing campaigns for large computer manufacturer.

Efforts resulted in increased quantity and quality of leads produced and 50% increase in revenue. • D eveloped lead generation initiative for a Virtual Desktop Service for a Global 500 company resulting in 30% appointment setting rate over pilot forecast.
• Launched one-to-one lead generation program for digital media content management and distribution provider to the broadcast industry. Generated 5% response rate and over $5,000,000 in revenue. • Established dealer channel program resulting in a 50% response rate & sales increase of 15%. • Strategized employee incentive program for major airline generating over $10,000,000 in annual revenue.

KEY SKILLSETS

 Organizational Management  Sales & Marketing Integration Strategies
 Marketing Research & Analytics
 Client Relationship
Management
 Revenue Growth Strategies
 IT Solutions Implementation
 Online Marketing Initiatives
 Web Application Development
 RFP Response Writing &
Pitch Development
 Ecommerce Optimization  Warehousing & Distribution
 Contract Negotiation  Finance & Human Resources  And more…

INDUSTRY EXPERIENCE

 High-Tech  Consumer Electronics  Public Utility
 Finance/Insurance  Consumer Packaged Goods  Manufacturing  Non-Profit  Retail  Travel & Leisure
 Nutraceuticals  Healthcare & Medical Device  And others… Attachment 2
Item: 10
216

CAREER HISTORY

Ideation Marketing Group, LLC
President & CEO Aug. 2017 - Present

• Launched hybrid digital and traditional marketing organization focused on assisting companies and non- profit organizations drive new customer/donors, retain current customers, and increase brand awareness. • Built a team of marketing professionals focused on helping businesses establish, grow, and optimize their marketing efforts.
• Developed and executed over ten successful product launches from concept through delivery. • Identified and pursued business opportunities to acquire new clients, growing revenue by over 700% over five years.

Specialized Marketing Services Inc., Irvine, CA
President & Chief Operating Officer Oct. 1991 - Aug. 2016

• Played a pivotal role in the organization’s evolution from start-up to over $10,000,000+ in annual revenue.
• Spearheaded the agency’s transition from a direct mail company to an integrated, direct response marketing agency, combining the power of traditional and digital marketing to deliver groundbreaking results. • Responsible for organizational management, client acquisition & growth, internal & client-facing solutions development, marketing strategies and overall business effectiveness. Grew numerous clients annual spend by over 500%.
• Led client acquisition & growth efforts resulting in over $50,000,000 in revenue. • Improved business efficiencies through process implementation, training, technology updates, hiring practices and more.
• Re placing lost revenue after large economic downturns – increased revenues by more than 100%.

The Victorian Inn, Telluride, CO
Chief Operating Officer Jan. 2014 - Aug. 2016

• Strategized and led the turnaround of a 39-year old, 33-room hotel located in the ski resort town of Telluride, CO – resulting in increased revenues (up 15%), profitability (up 20%) and occupancy (up 15%). • Improved overall guest experience and increased positive guest reviews by 25%. • Developed, implemented funded a two-year, $400,000+ refurbishment without taking on any debt and improved Expedia Star Rating of 3.5 from 2.5.
• Implemented property management system leading to 100% reduction in booking fees and increased productivity.
• Launched new website with dynamic content, online booking integration and online marketing initiatives. • Integrated onsite reservation system with online travel agent systems to reduce overbooking issues and streamline payments. Increased speed of payments from Online Travel Agents by 30%.

EDUCATIONAL HISTORY
California State University, Fullerton, CA 1988 - 1992 Business with an emphasis in marketing

Don Bosco Technical Institute, Rosemead, CA 1983 - 1988 3-years high school studies, 2-years college studies

OTHER EXPERIENCE

Active Single Parents of Orange County Grace Community Church of Saddleback Valley President — 2-years Children's Ministry Leader — 11-years

Association of Marketing Service Providers El Toro High School Instrumental Music & Committee Member — 8-years Pageantry Board
Vice President, Administration — 2-years

Attachment 2
Item: 10
217

Attachment 2
Item: 10
218

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
I watch the city council live feed and have attended meetings periodically.

The major topics I heard discussed were park updates, housing, funding for after school programs, homelessness and the buy one get one gift card program with COVID funding.

8. What City sponsored
workshops or seminars have you
attended?
None

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

I am a current board member on the Rancho Canada Elementary PTA and serve as the Advocacy and Yearbook Committee Chair. I also serve as the Advocacy committee chair on the Serrano Intermediate PTSA. I was previously the MOMS Club of Lake Forest president.

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

I joined the MOMS Club of Lake Forest in 2012 and served as president and committee chair during my 10 years in the club. We fundraised for local charities, visited the local senior centers and attended city events. I'm also very familiar with the Lake Forest parks since I organized a visit to every park one summer. I am currently a volunteer with Rancho Canada Elementary PTA and the Serrano Intermediate PTSA. I volunteer in the classroom and also at school events.

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
No

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

14. What does the term
“legislative body” mean to you?
A group of elected oﬃcials responsible for making or changing laws. They have a responsibility to serve their community.

15. The Brown Act – in your own
words – what does it mean to
you?
A set of rules a local government must follow in order to be transparent about government business. Allows the public to attend and participate in meetings, except in certain privacy situations.

Attachment 2
Item: 10
219

Attachment 2
Item: 10
220

Janelle Zwicker
Lake Forest CA

SUMMARY
I believe community services are the lifeblood of a city and the biggest reflection on its priorities. I moved to Lake Forest in 2011, while on family sabbatical from my career in television to raise my children. I attended city preschool and sports classes with both my children and have visited every park in Lake Forest in an effort to familiarize myself with and enjoy the community that I live in.

QUALIFICATIONS
● Active volunteer with the PTA and president of the MOMS Club of Lake Forest
● Highly organized and detailed oriented
● Passion for and knowledge of Lake Forest
● Recognized for outstanding ability to adapt and work with others during my time as a programming coordinator at Fox

EDUCATION
Loyola Marymount University 2002
Bachelor of Arts in Television Production

EXPERIENCE
Rancho Cañada Elementary PTA, Lake Forest August 2015-present Volunteer and Board Member
● Design and create yearbook, and process all orders for distribution ● Assist at various school events and in the classroom
● Advocacy committee chair; visit legislators in Sacramento and at local offices to discuss public education
MOMS Club of Lake Forest January 2012-2022
Volunteer, President, and Committee Chair
● Presided at monthly board meetings
● Oversaw general operation of the club, its board members, committees and functions
● Ensured bylaws were communicated and followed by all members Life’s a Party Photography, Lake Forest 2013-present
Owner/Photographer
Fox Television Stations, Inc., Los Angeles February 2004 - November 2011 Administrative & Programming Coordinator
● Effectively communicated programming information, changes, etc. to all internal departments and TV listings services
● Performed administrative duties for the General Manager; fielded calls, maintained calendar, answered viewers’ questions or concerns and transferred them as needed
Attachment 2
Item: 10
221

ATTACHMENT 3
Attachment 2
Item: 10
222

Attachment 2
Item: 10
223

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
I have been a member of the Lake Forest Planning Commission since 2016 and have attend most meetings

8. What City sponsored
workshops or seminars have you
attended?
I attend the annual City Planners seminar at the Nixon Library I have also attended and completed the Sexual Harassment and Abusive Conduct Prevention Training

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

I have served as Chair of the Lake Forest Planning Commission in 2018 and 2022
I have been a board member of the Concord Crossing Homeowners Association for approximately 20 years

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

As a Police Oﬃcer for 30 years, I noticed the city started the Hometown Heroes program where the ﬂy a banner on street light poles honoring a city resident who is serving in the military. I obtained information from the city of Huntington Beach and forwarded it to Gayle Ackerman. I also spoke with several Council members about this program. After the new City Hall was built, the City of Lake Forest enacted a similar program on the street leading to City Hall.

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
Yes

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

14. What does the term
“legislative body” mean to you?
A group of people elected or appointed to create and/ or implement laws or ordinances

15. The Brown Act – in your own
words – what does it mean to
you?
With limited exceptions, all matters that have or will come before a Council or Commission, can only be discussed in a meeting that is open to the public
Attachment 2
Item: 10
224

Attachment 2
Item: 10
225

Attachment 2
Item: 10
226

Attachment 2
Item: 10
227

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
I have been a Commissioner for the city for the past eight years, having served four years as a Parks and Recreation (now community services) commissioner and now four years as a planning commissioner, having regularly attended commission meetings.

8. What City sponsored
workshops or seminars have you
attended?
I have attended all workshops where commissioners were requested to attend to provide insight.

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

I have served as Vice Chair and Chair of the Planning Commission.

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

I have served the city as a commissioner for the past eight years. I have also volunteered during Shop and Dine Lake Forest events during its ﬁrst few years.

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

Having lived in Lake Forest for close to ten years, I have formed social relationships with several council members and commissioners, including Councilmembers Scott Voigts, Ben Yu and Mark Tettemer. I see them on occasion at various city functions and at other functions throughout the County through various organizations I am or have been a part of. I have relationships with commissioners from the planning commission as I have been serving on it for the past four years and relationships with community services commissioners as I served on that four years prior.

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
I have. Particularly Councilmembers Scott Voigts, Mark Tettemer and Ben Yu.

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

I have a personal relationship with several city employees as I interned with the city when I ﬁrst moved here. I do not have any professional aﬃliations outside of my work as a commissioner.

14. What does the term
“legislative body” mean to you?
The legislative body is a group of elected representatives who are tasked with making decisions over their jurisdictions related to laws and ordinances. In the city of Lake Forest, this is done by a majority vote of the ﬁve-member council.

Attachment 2
Item: 10
228

Attachment 2
Item: 10
229

FRANCISCO J. BARAJAS

EDUCATION
• M.P.P. – Pepperdine University School of Public Policy, April 2013 • B.A. Political Science – California Baptist University, May 2011

RELEVANT EXPERIENCE
Southern California Association of Governments, Los Angeles, CA October 2022 – Present Legislative Manager, OC Public Works
•Support advancement of the agencies legislative and budgetary priorities at the regional, state and federal levels

County of Orange, Santa Ana, CA June 2019 – Present Legislative Manager, OC Public Works
•Track, coordinate, develop, and/or facilitate state and federal legislative policy/analysis and advocacy, including authoring and pushing new legislation as needed.
•Review policy proposals in detail and identify opportunities and risks for the department’s operations. This includes evaluating department wide systems, policies, projects, programs, and regulations to make recommendations for impacts from legislation as well as funding opportunities. •Track grant and other state and federal funding opportunities that would benefit our projects and programs, keeping staff informed of items such as qualifications, application deadlines and requirements. Plan •Serve as legislative liaison to various community groups, government agencies and legislators at the local, state and federal level, sharing timely information and analysis of emerging public policy trends and issues, elevating them to leadership as necessary

Communications LAB, Orange, CA July 2013 – June 2019 Legislative Manager, OC Public Works
•Developed and maintained working relationships with elected officials, government staff, and community stakeholders throughout Orange County
•Researched and analyzed pending legislation for clients that would impact their industries, including healthcare, water infrastructure, transportation, tax policy, and economic policy •Authored opinion correspondence and fact sheets on ongoing issues, speaking at public meetings when necessary •Worked with partner agencies when needed at the local, state and federal level •Created educational events for clients related to legislation, ballot initiatives, and other policy issues that impacted the community
•Assisted with response and resolution of highly escalated community issues throughout Orange County •Managed multiple clients simultaneously, working around tight competing deadlines •Lead, coached and developed full time staff to assist with daily operations

VOLUNTEER EXPERIENCE

• Commissioner, City of Lake Forest December 2014 – Present • Board Member, Orange Chamber of Commerce June 2017 – June 2019 • City of Lake Forest, Economic Development April 2013 – June 2013 • Association of California Cities – Orange County May 2012 – August 2012 • OC Board of Supervisors, Chair John Moorlach May 2012 – August 2012 • Western Municipal Water District, External Affairs June 2010 – May 2011 • Inland Empire Office of the Governor September 2009 – June 2010 Attachment 2
Item: 10
230

Attachment 2
Item: 10
231

8. What City sponsored
workshops or seminars have you
attended?
I have attended numerous community events and my daughter attends recreation programs.

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

I serve as a Vice President on the St. Junipero Serra Catholic School PTO. I also served as the Secretary for Women Leading Government. I am the Vice President of Advocacy for the Cal State Fullerton Alumni Association. I also serve on the MPA Advisory Board.

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

I was part of Women Leading Government with Debra Rose (City Manager) and I worked with Mike McConaha when I worked at the City of Placentia.

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
No

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

14. What does the term
“legislative body” mean to you?
As a former City staﬀer of 22 years and a professor of public administration at CSUF and Cal Poly Pomona, I understand deeply what the term legislative body means. Within public administration the legislative body refers to the policy makers. In the case of Lake Forest, the policy makers are the City Council Members. They appoint committee and commission members to help advise them on policy issues. It is the city staﬀ who implements the policies of the legislative body.

Attachment 2
Item: 10
232

Attachment 2
Item: 10
233

Attachment 2
Item: 10
234

Manager; participated in department bud get review meetings; monitor ed Citywide revenue and expenditures. Administered, oversaw, and implemented a variety of sustainability and energy projects and ad vised the City Council on energy , solid waste, water conservation, electr ification, and sustainability policy . Served on the labor nego tiations team and act ed as the City Manager in his absence.

Assistant to the City Manager/Energy & Sustainabili ty Manager (2014-2019) CITY OF HUNTINGTON BEACH - Huntington Beach, California Managed a variety of service delivery areas including human res ource initiatives, technology upgrades, budget, labor negotiations, economic development initiatives, telecommunications “Smart City” projects, energy and sustainability projects, talent management and succession planning, and legislative advocacy among ot hers. Coordinate d and manage d interdepartmental studies and projects.

Represented the City at region al and local meetings ; including with Congressional Members and S tate and Local elected officials to lobby o n behalf of t he City on issues related to the F ederal Aviation Authority, Coast Guard, South Coast Air Quality Management District, and housing legislation. Frequent speaker at national conferences highlighting City projects/programs.

Selected Accomplishment s, Projects, and Initiatives
• Written and awarded over $12 million in competitive grant funding for a variety of City projects/programs.
• Recruited cities to join the Orange County Recycling Market Development Zone and serve as the Zone Administrator.
• Oversaw the acquisition and retrofit of over 11,000 streetlights from Southern California Edison.

Cost savings of $14 million over twenty years.
• Recipient, 2016 Mayor’s Award for Exemplary Service

Administrative Analyst II I (2013-2014)
PORT OF LONG BEACH/CITY OF LONG BEACH (Office of Chief Harbor Engineer) - Long Beach, California Responsible for coordinating bureau-wide initiatives and special projects, managing implementation of sustainability guidelines, developing, and coordinating Engineering Bureau memoranda and exhibits (for Board of Harbor Commissioners), writing and editing administrative directives, and providing support to the creation of sustainability indicators for ongoing capital projects.

Public Works Analyst (2012-2013)
CITY OF PLACENTIA - Placentia, California
Responsible for managing city’s environmental compliance and sustainability initiatives, Green Business program development and implementation, collaborating with local agencies on various projects, securing funding for sustainability efforts, administering grants, providing program and administrative support to field personnel and maintenance staff, overseeing PubWorks work order management process, and all aspects of community relations.

Environmental Programs C oordinator (2010-2011)
CITY OF POMONA - Pomona, California
Responsible for managing the City’s environmental programs, overseeing program implementation activities, policy and proced ural development, monitoring pr ogram performanc e and compliance, preparing grant applications, and repo rt preparation. Implemented and rev ised city’s water conservation program, including coordinating field operations, determining require d conservation levels, and overseeing public outreach and enforcement.

Additional Experience:

Attachment 2
Item: 10
235

• CCMF/Muni Services – Municipal Financial Management Course (Completed 2018) • Instructor, California State University, Fullerton (2011-Present) • Part-Time Instructor, Irvine Valley College (2012-Present) • Part-Time Instructor, Cal Poly Pomona (2021 – Present) • Adjunct Instructor, University of California, Irvine – Extension (2013-2015)

EDUCATION
• Executive Masters of Sustainabi lity Leadership, Arizona State University, Tempe, Arizona • Master of Public Administration, California State University, Fullerton, Fullerton, California • Bachelor of Arts in Political Science & American Studies, California State University, Fullerton, Fullerton, California
Attachment 2
Item: 10
236

Attachment 2
Item: 10
237

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
Have not

8. What City sponsored
workshops or seminars have you
attended?
None as of yet

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

Yes I currently serve on my HOA Board as VP, I am Chair for my Social Committee, I am in Toastmasters, LLC

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

I am VP for my HOA Board here in Lake Forest and I am Chair for the Social Committee for Lake Forest community

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

I know Benjamin Yu

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
NO

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

14. What does the term
“legislative body” mean to you?
The Governing authority or body that governs the city.

15. The Brown Act – in your own
words – what does it mean to
you?
To hold meetings in open forum for other members of the community to attend and voice any concerns they may have and to have certain business discussed in the presence of the community.

Attachment 2
Item: 10
238

Attachment 2
Item: 10
239

Attachment 2
Item: 10
240

Attachment 2
Item: 10
241

Attachment 2
Item: 10
242

Attachment 2
Item: 10
243

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
I am not sure the total number of meetings that I have attended in the past, but I consistently attended via Zoom Council meetings for the past several years.

8. What City sponsored
workshops or seminars have you
attended?
N/A

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

Yes. I have served as a Director for the LF2 Master Association Homeowner's Association Board from 2019-2021. I currently serve as a board member for the Lake Forest Little League. In my capacity as the Cubmaster of Pack 765, I sit on the parental advisory committee for Pack 765 and a member of the Scouting is Fun Foundation. In a professional capacity I have served as the Executive Secretary for the City of Lake Elsinore's Planning Commission, 2018-2022 and I currently serve as the Executive Oﬃcer of the County of Orange's Planning Commission. I serve professionally, in a support and advisory capacity to the Coto de Caza Planning Advisory Committee, Foothill Trabuco Speciﬁc Plan Review Board, Orange Park Acres Advisory Committee and the North Tustin Advisory Committee. I serve on the Center for Demographic Research Management Oversight Board. I am a member of the American Planning Association and the American Institute of Certiﬁed Planners.

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

My family and I are parishioners of Santiago de Compostella. My oldest two children attend La Madera where I have volunteered in the past in several general roles. My youngest child attends Abiding Saivor's Preschool where I volunteer in a support capacity for various events. I volunteer with Cub Scouts Pack 765, located in Lake Forest where I serve as the Cubmaster. As Cubmaster I plan and coordinate Scouting activities including rank advancement, hikes, overnight camping and other events that help the Scouts progress to joining boy scouts. In addition I help lead multiple days of service throughout the year, that include clean up and beautiﬁcation events at La Madera, Rancho Canada and Santiago and also ﬂag placement and removal during Memorial and Veterans Day at El Toro Memorial Park. I have managed teams in both the spring and fall seasons in the Lake Forest Little League. I currently serve as the Single A Division Commissioner and the Angel's Day Coordinator the league. In the past I served as a Director for the LF2 Master Homeowner's association where I served on the Budget Committee. I have also volunteered with AYSO as a Team Parent and assistant coach.

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

No.

Attachment 2
Item: 10
244

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
No.

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

No.

14. What does the term
“legislative body” mean to you?
A legislative body is an elected or appointed body that serves to execute certain delegated responsibilities as deﬁned in the State of California Governmental Code, City of Lake Forest Municipal code or as other legally required to. Typically, appointed bodies will adjudicate entitlements, while elected bodies will adjudicate quasi legislative actions. In either case legislative bodies are supported by professional staﬀ that evaluate proposals and make recommendations consistent with applicable policies and legal compliance.

15. The Brown Act – in your own
words – what does it mean to
you?
The Brown Act is a series of open meeting laws that are designed to engender a transparent equitable public meeting process. The spirit and intent are to make decisions made in public done so under equal terms to all parties, including members of the public. Adequate notiﬁcation and disclosures help to facilitate this and ensure the public knows what is occurring and when and side conversations which might impact the decision-making process are avoided.

16. What do you hope to
accomplish during your time of
service as a Planning
Commissioner?
My family has elected to make the City of Lake Forest our home. As such my hope while serving would be to help steer the Community towards responsible development and redevelopment. Responsible development to me means a win for the Community (new housing, commercial services options, or job creation without unmitigated signiﬁcant impacts), the City (creating adequate infrastructure to serve development, funding mechanisms to ensure development pays its own way and fulﬁllment of General Plan goals and objectives) and the Developer (predominately ﬁscal in nature). When responsible development can be achieved communities can fairly grow and become more sustainable over time. So as far as accomplishments, my goal would be leveraging my educational and professional experience to help ensure that the entitlement processes accomplish the stated goal of a three-party win. Additionally, I hope to provide useful service to the Council and Community.

Attachment 2
Item: 10
245

Attachment 2
Item: 10
246

JUSTIN CHRISTENSEN KIRK , AICP
LAKE FOREST, CA 92630 | |

EDUCATION
Sonoma State University
1801 East Cotati Ave Rohnert Park, CA 94928
Bachelor of Art; Environmental Studies and Planning – City Planning - 2005

Brandman University
16355 Laguna Canyon Rd 1st Floor, Irvine, CA 92618
Master of Art; Public Administration – Organizational Leadership – 2015

PROFESSIONAL PROFILE
Professional City Planner with over 1 7 years of municipal experience inclusive of residential subdivisions, industrial parks, commercial centers, and master plan development.

EXPERIENCE
County of Orange, OC Public Works
Planning Division Manager 01/2022-Current

Oversee Planning and Neighborhood Preservation Divisions, leading all land use entitlements, project development and Code Enforcement activity in the unincorporated communities of the County. Serve as the Executive Officer of the Planning Commission and the Development Process Review Committee. Represent the County on various technical advisory committees related to regional planning activities. Monitor, review, and report on State legislative changes that impact the County.

City of Lake Elsinore
Assistant Community Development Director 07/2018-01/2022 Principal Planner 01/2016-07/2018
Senior Planner 07/2014-01/2016

Oversaw Building, Code Enforcement, Economic Development, Fire and Planning Divisions. Serve d as the Executive Secretary of the Planning Commission. Provide technical and administrative support to all divisions within the department and within the City at large. Served as a project manager for the most complex and difficult land use entitlements. Coordinated all long-range planning efforts, including General Plan Amendments, Municipal Code Amendments, and Master Plans.

City of San Juan Capistrano
Senior Management Analyst 2010-2014
Associate Planner 2008-2010
Associate Planner 2006-2008
Planning Technician 2005-2006

AFFILIATIONS
• American Planning Association (APA), Member 2004-Current • American Institute Certified Planner, Certified Planner 2020-Current • APA - California Chapter Legislative Review Team, Member 2022-Current • Cub Scout Pack 765 Lake Forest, Cubmaster & Den Leader 2019-Current • Lake Forest Little League, Team Manager 2018-Current • Lake Forest Little League, Board Member 2021-Current • Knights of Columbus, Third Degree Member 1999-Current • Lake Forest II HOA Board Member 2019-2021
Attachment 2
Item: 10
247

Attachment 2
Item: 10
248

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
Prior to being appointed to the Planning Commission, I spoke to the council regarding alcohol license PCNs.

8. What City sponsored
workshops or seminars have you
attended?
I attended a workshop related to the city general plan as part of my work on the Planning Commission.

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

I served as a vice president of the El Toro High School Band Boosters for one year and as the President for two years. I have served as a board member and treasurer of the Lake Forest II Master Home Owners Association for more than 16 years.

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

I have participated in a number of community service projects through the Boy Scouts and my church. For several years, I rendered service to the community as a Red Cross trained emergency communications team member. I also completed training in damage assessment and First Aid.

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

I serve with Jim Richert and Jolene Fuentes on the Lake Forest II Master HOA board. I do not have any social or business relationships with any council or commission member.

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
I have supported the campaigns of Neeki Moatazedi and Mark Tettemer.

Previously, I have supported Scott Voigts.

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

14. What does the term
“legislative body” mean to you?
"Legislative Body" is a term that describes a group of elected or appointed oﬃcials that carry out the people's business by creating legislation, carrying out public hearings and voting on proposed actions that directly aﬀect the citizens of the community. These legislative actions or votes are done in public so citizens can see and hear how their legislators are voting on each issue. Public hearings are essential to keep the public involved in the legislative process.

Attachment 2
Item: 10
249

15. The Brown Act – in your own
words – what does it mean to
you?
The Brown Act is part of California State Law to preserve transparency in the operation of commissions and councils. Compliance with the Brown Act requires that elected and appointed oﬃcials are not allowed to discuss agenda items outside of the public meeting where they vote on a particular issue. The Brown Act requires that discussions outside of the public meeting be strictly limited. This prevents secret arrangements by a majority of the members of a council or commission in advance of voting on a particular matter. I fully support the standards required by the Brown Act and take great care to follow the law precisely.

16. What do you hope to
accomplish during your time of
service as a Planning
Commissioner?
My goal is to maintain the reputation and attractiveness of Lake Forest as a premier location to live and work in Orange County. The city leadership has done a great job of providing amenities and and services that attract families and businesses to the city. I want to maintain a balance going into the future of residential, commercial, manufacturing and recreational projects that bring value and beauty to the city. Maintaining reasonable traﬃc ﬂow and truck traﬃc is a concern to me as we see more large warehouse and fulﬁllment operations enter the city. The impact of the changes in business demographics needs to be carefully studied and appropriate changes to the city code put in place to mitigate the negative consequence of the change in how industrial properties are being used.

Redevelopment of older areas is a growing concern that needs to be addressed as the city matures.

17. What prompted you to apply
for appointment to the Planning
Commission?
I have really enjoyed my time working on the Planning Commission with my fellow commissioners and our really ﬁne staﬀ. The experience has given me the chance to see the inner working of the city government. I have learned so much from listening to the people that come before the commission with their projects. The City of Lake Forest has been a great place for me to raise my family and I have felt safe and comfortable as I move around the city. My goal is to encourage the development of attractive neighborhoods and thriving businesses that create ﬁnancial stability in the city. It is important that we work with the State of California to maintain reasonable housing standards and protect residential neighborhoods and apartment complexes from overcrowding and parking problems.

Attachment 2
Item: 10
250

Attachment 2
Item: 10
251

THOMAS H. LUDDEN

Lake Forest
, CA 92630

ABOUT ME
I have lived in Lake Forest with my family for over 40 years. My wife and I have 6 children. Two of my children and their families also live in Lake Forest. During the time I have lived in the city, I have participated in a number of public service activities. For 2 years, I was the President of the El Toro High School Music Boosters. Before that, I served as a Vice President of the group. For over 16 years, I have served on the Board of Directors for the Lake Forest II Master Homeowners Association. For 15 of those years, I served as the Treasurer of the Association. In addition to these activities, I have provided public service as an amateur radio operator for the Boy Scouts of America during the Scouting For Food Drive among other activities. I have received Red Cross training in Emergency Preparedness and disaster services.

For the past 6 years, I have served on the Planning Commission for the City of Lake Forest. For 1 year, I served as the Chair of the Commission.

VOCATIONAL INFORMATION
For the first 20 years of my career, I worked in the electronic semiconductor and circuit board testing business. I focused on the development, sales and support of automated test equipment used to test semiconductors, microprocessors and circuit boards.

When the majority of the semiconductor and electronic manufacturing moved overseas, I moved into the medical equipment market and worked on the development, certification and sale of medical electronic equipment. During this time, I became president of a company that manufactured electronic products that were used in hospitals and nursing homes. This business did well until Medicare significantly reduced the reimbursement to hospitals for purchasing the equipment and the market collapsed for a period of time.

Following the Medicare restructuring, I worked in the construction industry managing construction projects for new restaurants. I managed the construction of over 30 restaurants for various restaurant owners. I owned my own company during this time and managed projects that ranged in size from small tenant improvements to large muti-million dollar high end restaurants. My projects were spread across the western United States from Utah, to Arizona, to Nevada and all over California. During my time in the construction industry, I took restaurant projects from the property acquisition stage to the restaurant opening. I coordinated permit process, the installation of the kitchen equipment, point of sale systems, entertainment systems and the other items required to properly equip a restaurant.

For the last 15 years, I have done product engineering for a medical company that was recently acquired by Agiliti Health. The company came to me and asked me to work with them. My focus is on the development of new medical products and manufacturing processes. I review new product proposals for companies that wish to use our contract manufacturing capabilities to make their products.

EDUCATION
Bachelor of Science/Industrial Technology
California State University at Long Beach
Attachment 2
Item: 10
252

Attachment 2
Item: 10
253

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
Yes, in various Cities for various reasons, mostly development related

8. What City sponsored
workshops or seminars have you
attended?
N/A

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

Yes, I have been either the President or VP of the Lake Forest Keys HOA for about 14 years. President the last 8. I was also Chairman of the Board of Examiners in Long Beach for 8 of my 10 years on the Board. I was Chairman for the Salvation Army of Long Beach for 4 years, a Board member of the Boys & Girls Clubs of Long Beach and a Board member for the Paciﬁc Hospital Foundation. Additionally, I was Scoutmaster of Troop 65 in Long Beach for 11 years.

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

Before Lake Forest was Lake Forest, I was Project Manager for Shapell Industries, aka S& S Construction, which built numerous tracts in the area.

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
No

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

14. What does the term
“legislative body” mean to you?
Legislative body is the governing body who makes the rules and regulations necessary for the orderly functioning of society, whether on the federal, state, or local level.

Attachment 2
Item: 10
254

Attachment 2
Item: 10
255

Attachment 2
Item: 10
256

8. What City sponsored
workshops or seminars have you
attended?
Not yet

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:
no

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:
no

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
no

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:
no

14. What does the term
“legislative body” mean to you?
Being the chief governing body of a city which has legislative powers.

Representing the people of the city, not my own agenda.

Attachment 2
Item: 10
257

Attachment 2
Item: 10
258

SHELLEY MERRIMAN
| | www.linkedin.com/in/shelleymerriman

Attachment 2
Item: 10
259

SHELLEY MERRIMAN

EDUCATION
Bachelor of Science, Mechanical Engineering – Technology, California State Polytechnic University, Pomona,

PROGRAMMING
SharePoint Team sites; MS Access databases; Lotus Notes Web services page development and administration

Presenter at SWE National Conference, UCI Student week, SWE-OC and ASME-OC membership meetings.

Keynote speaker at UCI SWE industry networking event. Girl Scout Engineer Day facilitator.

Attachment 2
Item: 10
260

Attachment 2
Item: 10
261

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
N/A

8. What City sponsored
workshops or seminars have you
attended?
None

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

No, but I would love to be more involved with the community

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
No

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

14. What does the term
“legislative body” mean to you?
It's how our House and Senate works to pass laws or decide on how to spend money in the Government

15. The Brown Act – in your own
words – what does it mean to
you?
It means the public can and should attend meetings held by City Governments.

Attachment 2
Item: 10
262

Attachment 2
Item: 10
263

Anthony J. Montoya
Objective To bring my experience and skills to a company needing someone to take ownership of the current role being offered.

Experience May 2020 – October 2022 GKN Aerospace Garden Grove, CA Accounts Receivables/Accounts Payable Specialist
• Accounts Payable/Accounts Receivables Specialist for two companies of GKN. TAS and Garden Grove.
• Processed the cash receipts, contacted customers for payment, prepare daily past due aging file. • Uploaded invoices into customer portals, ex WAWF, Palero, AirSupply, Exostar • Matched invoices with Purchase Orders and Receiver Reports and entered in the system. • Contacted the Purchasing Manager for any discrepancies. • Processed weekly AP check run.
• Assist with the Month End closing process, creating Journal Entries, processing Entries, finalizing the Accounts Receivables numbers for the upload into OneStream for cor porate review.
• Set up new vendors, processed 1099 and W9. Maintained Vendor Records with any changes, such as address, banking and/or contacts. Requested tax relevant information, such as if a vendor is tax exempt or is shipping product from different locations. • Created Invoicing report using Pivot Tables and Vlookups. • Mailed/Emailed statements to the customer’s monthly.
• Worked with the Commercial (Sales) department for any invoice discrepancies and other issues that may arise, such as returns, debit notes, credit notes and deduction claims made by the customer.
• Worked closely with Finance Director with audits or special projects as assigned.

January 2020 – May 2020 Cleatech LLC Orange, CA Accounts Receivables/Accounts Payable Specialist
• Accounts Payable/Accounts Receivables Specialist for two companies of Cleatech. Cleatech & Global Lab Supply.
• Processed the cash receipts, and deposits for the company. Also entered invoices for payment purposes. Processed credit card payments as well.
• Contacted customers for payment of past due invoices. • Worked closely with the Owner and CEO of the company to assure things are being done correctly and accurately.

April 2017 – August 2019 Norwich Aero/Esterline Advanced Sensors Buena Park, CA Accounts Receivables/Accounts Payable Specialist
• Accounts Payable/Accounts Receivables Specialist for two companies of Esterline. Esterline Advanced Sensors Services (Repair) & Norwich Aero Products (Manufacturing). • Processed the billing between Max Software to GP Dynamics. Ran the reports to be assured the proper amounts were billed, shipping and bill to address, as well as any other verbiage necessary.
• Identified and resolved any issues that may arise, gather supporting documentation such as the Purchase Order, Shipping Docs, Scrap Certificates, and Packing lists if necessary. • Work with IT or other departments such as sales and /or customer service to resolve and adjust billing issues.
• Applying Checks, Wires and EDI payments to the proper accounts. Create debit memos for deductions, apply discounts if necessary. This was done daily for both companies. Contacted customers for payment via phone and email communication.

Attachment 2
Item: 10
264

• Provided proof of delivery if necessary to speed up payment, uploaded invoices to the customers’ portal, such as GE, Honeywell, Eaton and Siemens. • Collected trade/bank references for customers wishing to have terms with the company. Also processed a DNB report for the Controller to review.
• Paid vendor invoices on a weekly basis. Which included 3 way matching of invoices (PO, Invoice & Receiver). Sorted and uploaded the actual checks to Wells Fargo using Safe Transmission. Mailed out the checks to the appropriate vendors upon completion. • Processed, reviewed and approved employee expense reports for weekly payment as well. • Month end duties. Entered Journal Entries every month, between 70-100 entries. Helped work on the Financial Pack for management, which included the forecast for the month, amount of sales, and the AR balance including reasons why some accounts were past due. • Assisted with other duties as assigned by the Controller, such as the physical inventory, cataloging and sending files to the archives. Working closely with other departments such as Shipping, Purchasing and Sales to help the Finance department run smoothly.

November 2016 – April 2017 Butler America Buena Park, CA Accounts Receivables Specialist
• Started an assignment with Norwich Aero/Esterline working on a clean-up project to apply 3.4 million to an account, that hadn’t had cash applied to it since January 2016. Finished the project in about a month, then was assigned other accounts to work on as well. Af ter that clean up was completed, I was assigned the AR account for Norwich Aero. • In February 2017 I took the A/P duties from someone that left the company. I worked on both A/R and A/P for two companies of Esterline.
• In April 2017, I was hired on permanently as the A/R & A/P Specialist for Norwich Aero and Esterline Sensors Services America.

July 2015 – November 2016 Various Temp Agencies Orange County, CA Credit and Collections/Credit Analyst
• Working on a temporary assignment with Advantix in the Irvine area. A/R Specialist, collect on accounts that are past due. Make payment arrangements, submit credits for approval. • Previously working on an assignment in A/R Credit. View accounts for credit limit increases, process annual reports. Apply payments, use DNB and other sources to properly determine credit. Other duties as assigned. Vincent Benjamin Temp Agency • Performed a short term clean up A/R/Collections effort to help bring the company current on their Aging. This was for a manufacturing company. Stephen James Temp Agency December 2010 – January 2014 Horiba Instruments International Irvine, CA Credit and Collections I
• Made credit determinations and maintained customer accounts for Horiba Jobin Yvon, a division of Horiba Instruments located in New Jersey. Credit decisions are based on DNB reports, customer financial statements, credit and trade references, and web searches. • Only one account was sent to an outside collection agency during my time with Horiba, everything was successfully collected by myself, including the balance owed on the Solyndra account, two months before they filed for bankruptcy. The amount due was over $100k. • Create credit memos, authorize offsets on customers account, request sales tax exemption certificates from the customers, and authorize the removal of tax from the customer’s invoices if necessary.
• Run Month End, Quarter End, and Year end reports for the intercompany transactions of all of the companies worldwide. This includes running the report on weekends, or whenever the end of the month happens to fall on.

February 2010 – October 2010 Media Nation LLC Tustin, CA Accounts Receivables Specialist
• Previously worked for Media Nation USA, an outdoor media advertisement company. Duties are as follows; apply checks to the customer’s accounts in Quick Books. Collect on past due invoices that are 30, 60, 90+ days past due. Recommend which accounts should be forwarded t o third party collections. Invoice customers; make sure all information is correct with Sales before billing. Place accounts on hold, maintain aging, assist controller with any duties assigned.

Attachment 2
Item: 10
265

• Create credit and debit memos, deliver checks to bank for deposit.

May 2007 – February 2009 Newport Adhesives Irvine, CA AR / Collections
• Worked for Newport Adhesives and Composites manufacturer in Irvine California. Collecting on past due accounts, applying the daily cash deposits, issuing credit memos, creating new accounts, establishing credit limits, running DNB reports, invoice customers, CC payments. • Previously assigned by Kforce in May 2007, was hired on by the company on July 5, 2007. • Negotiate terms with customers to release material that is needed. Determine whether customers are to be place on CIA status. Propose payment plans if a customer is unable to pay the entire amount of the invoice that is due. Meet with customers to negotiate payments. • Determine new accounts based on DNB score and DNB recommendation. Submit customers for credit insurance, contact customer’s references.
• Prepare letters of credit for CFO approval. Worked very closely with Customer Service and Shipping for any and all customers questions.

June 2003 – December 2006 Various Temp Agencies Orange County, CA Accounts Receivables / Credit & Collections
• Worked with Remx Financial assigned to Linksys Computers working on MDF issues and returns. • Assigned with Accounting Principals, working for Gateway Computers in Irvine California. Been on assignment with Gateway since September 2005. Assignment ended on May 5, 2006. Worked as the A/R Supervisor. Functions included weekly report running as well as Month End Reporting of receivables for the company. Worked on major accounts such as Best Buy, Wal-Mart, Comp USA, and SED. Collect money on past due accounts, reconciled the pre-pay accounts, and worked very closely with Sales to help maintain customer balances. Assisted my team members with any special projects that may have occurred. Assigned work to my group accordingly and helped to maintain a healthy work environment. Also worked on MDF credits for the above major companies. •
Worked at Lantronix Inc. in Irvine California, as the Sr. Accounts Receivables / Collections person. In charge of accounts from A-M, call on accounts past due, process checks, Credit Cards, and Wire Transfers for Payment. Process Credit and Debit Memos, handle special projects from the Controller or other departments. Release orders from credit hold as needed. • Worked with Gric Communications through Ajilon Finance, as the A/R Billing Priority contact for all customers. Various issues handled.

• Various short term assignments as assigned by various agencies.

April 2002 – January 2003 Western Digital Corporation Lake Forest, CA Accounts Receivables / Credit and Collections
• Download reports from Oracle, into the Vista Plus system. Clean up the reports, and email the reports to the appropriate Credit Manager.
• Maintain direct constant contact either through email or phone to customers on any accounts past due for over 30, 60, 90+ days. Collect on any balance that is over 30, 60, 90+ days past. • Research RMA's and provide Proof of Deliveries to customers as needed, balance the credit or debit balances to attempt to close out the RMA.
• Worked closely with the RMA, finance, payables, and out of state locations within the c ompany to ensure proper collection of accounts.
• Succeeded in collecting $125,000+ from customer which was 2 years past due.

July 1999 – February 2002 Rockwell Collins Inc. Irvine, CA Accounts Receivables / Billing Coordinator
• Performed daily tasks such as Receivables Interface, Invoicing, running Sales Journals by Customer, and printing out Invoices to send to the customers. Performed month end tasks using the 5-4-5 formulas. Used both Oracle Release 11, and SAP 4.6 software. Generat ed Invoices on a daily basis.

Attachment 2
Item: 10
266

Education 2005 Capistrano – Laguna Beach ROP San Juan Capistrano, CA • Successfully completed IT Essentials I on June 2005, which helped me acquire skills in Computer Repair, Computer Upgrades, and OS Upgrades, as well as installation • Successfully completed IT Essentials II in August 2005.

Skills

• 60 WPM, 10 Key by Touch
• Microsoft Excel, Microsoft Word, Windows XP, Windows NT • Oracle 11i, SAP 4.6, MAS 200, Quickbooks, ASI, Quantum • Email: Microsoft Exchange, Outlook Express 6, and Internet Explorer, Google Chrome • Basic office functions, Multi Tasking, Quick Learner, and a Team Player.

Attachment 2
Item: 10
267

Attachment 2
Item: 10
268

8. What City sponsored
workshops or seminars have you
attended?
I have attended and successfully graduated from Lake Forest's Community Emergency Response Team program.

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

I have been introduced to Scott Voigts through a friend and have had short discussions with him on a few occasions over the last 10+ years.

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
No.

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

No.

Attachment 2
Item: 10
269

Attachment 2
Item: 10
270

Michael D. Stannard
Business Owner | Organizational Leader | Client Relationship Executive | | Lake Forest, CA

PROFESSION

AL PROFILE

SELECTED ACCOMPLISHMENTS

Successful Marketing Strategic Development:
• Designed and implemented B2B lead generation marketing campaigns for large computer manufacturer.

KEY SKILLSETS

INDUSTRY EXPERIENCE

CAREER HISTORY

Ideation Marketing Group, LLC
President & CEO Aug. 2017 - Present

Specialized Marketing Services Inc., Irvine, CA
President & Chief Operating Officer Oct. 1991 - Aug. 2016

The Victorian Inn, Telluride, CO
Chief Operating Officer Jan. 2014 - Aug. 2016

EDUCATIONAL HISTORY
California State University, Fullerton, CA 1988 - 1992 Business with an emphasis in marketing

Don Bosco Technical Institute, Rosemead, CA 1983 - 1988 3-years high school studies, 2-years college studies

OTHER EXPERIENCE

Active Single Parents of Orange County Grace Community Church of Saddleback Valley President — 2-years Children's Ministry Leader — 11-years

Association of Marketing Service Providers El Toro High School Instrumental Music & Committee Member — 8-years Pageantry Board
Vice President, Administration — 2-years

Attachment 2
Item: 10
272

ATTACHMENT 4
Attachment 2
Item: 10
273

Attachment 2
Item: 10
274

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
I have attended over 9 Traﬃc and Parking Meetings. The topics have been diverse and starting from signal maintenance, through the implementation of strategies to better address traﬃc ﬂow in the community of Lake Forest.

8. What City sponsored
workshops or seminars have you
attended?
I have not attended any.

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

I am presently a member of the OC Mosquito and Vector Control District and was appointed to the OC Cemetery District.

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

I have attended Veteran functions and the city's Easter egg hunt.

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

I once contributed to Mr. Scott Voigts campaign.

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
I once contributed to Mr. Scott Voigts campaign.

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

None.

14. What does the term
“legislative body” mean to you?
A political institution that holds the legislative power in a state, and often controls the executive power.

15. The Brown Act – in your own
words – what does it mean to
you?
A California law that guarantees the public's right to attend and participate in meetings of local legislative bodies.

Attachment 2
Item: 10
275

Attachment 2
Item: 10
276

Attachment 2
Item: 10
277

Attachment 2
Item: 10
278

Attachment 2
Item: 10
279

Attachment 2
Item: 10
280

Attachment 2
Item: 10
281

Attachment 2
Item: 10
282

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
Speciﬁc to the development and announcement of the Rotary Club of Greater Lake Forest

8. What City sponsored
workshops or seminars have you
attended?
I have not attended any workshops or seminars. That said, I have interacted directly on projects with the past mayor, and commissioners.

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

I have been aﬃliated with Rotary International since 2017 speciﬁcally with the Rotary Club of Irvine chapter. During that time, I held BOD positions as Membership, Program, and Community Chair. I was also the President in 2021. In 2022, I founded a chapter of Rotary in the Greater Lake Forest community which now includes 27 members. I am currently the President of the Club and the Assistant Governor for two clubs in San Clemente and one in San Juan Capistrano.

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

I have been involved in LFLL, the Clean Lake Forest initiative with Suzy Betz, and Boy Scouts, and I am a member of the LF Chamber of Commerce. Most recently, I founded The Rotary Club of Greater Lake Forest.

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

Suzy Betz is a member of The Rotary Club of Greater Lake Forest. I have a relationship through Boy Scouts and little league with Mark Tettemer and family, I have an acquaintance with Scott Voigts, and an association with Benjamin Yu through Rotary. I do not have any blood relationship with anyone in City Council.

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
I have supported Suzy Betz as a fellow Rotarian but not ﬁnancially.

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

I do not other than what was presented above.

14. What does the term
“legislative body” mean to you?
I believe that a group of individuals has been chosen to represent the general community. This same group has a responsibility to identify the needs of the community with the limitations or regulations set in force through established bylaws. The legislative body is the balance between the two. When in conﬂict, the legislative body is the persons that are responsible for repealing, communicating, and adjusting the current restrictions to ﬁnd the needed balance.

Attachment 2
Item: 10
283

Attachment 2
Item: 10
284

Attachment 2
Item: 10
285

Attachment 2
Item: 10
286

Sr. Client Executive
• Re-engineered, and managed, un-penetrated DIRECTV account. • Efforts resulted in total wireless subscriber gains from zero to 22K specific to field installation team/HSP. • Included Trimble M2M tracking and Intermec/Symbol IoT mobility sales. • Recognized for biggest Western Area win with Ingram Micro International MPLS $15M Total Contract Value. Signed in 2010 with multiple renewals through 2017. • Spearheaded Nestle IoT refrigeration initiative for Dryer Ice Cream division using industrial wireless architecture. • Lead sale of IoT communication services via DataLink to City of Brea Police Department • Represented major corporate initiatives for various Fortune 500 companies. Including Walt Disney Company, Nestle, Hyundai, Carl Karcher Enterprise, Quiksilver, Kaiser, and others.

AXCENT SOLUTIONS, Lake Forest, CA 2001-2003
Axcent Solutions local MSP provides IT infrastructure solutions to organizations across all industries, primarily in the Southern California area. This includes B2B Server-based thin client computing technology, Citrix integration, network security, storage, application deployment, billable hours consultant services and service integration.

Director of Sales

FUJITSU BUSINESS COMMUNICATION SYSTEMS, Irvine, CA 2000 - 2001 Fujitsu is a Japanese information and communication technology (ICT) company, offering a full range of technology products, solutions, and services. They are based in Tokyo, Japan. Sale of PBX, VoIP, CTI, IVR, Wireless Communication, Data Networking to enterprise, healthcare, education, and municipality sectors.

Business Development – Major Accounts

• Spearheaded strategic plan to rejuvenate sale of PBX. • Focus on healthcare, education, and municipality vertical markets. • Recognized for first “new-system” sale in Southern California in 5 years.

RETAIL AND COMMERCIAL LENDING 1980 - 2000
Tenures with the nation’s top banking and consumer lending institutions, and six-year success story operating as Business for Self.

Institutions included Citicorp, Home Savings, Gibraltar MoneyCenters, Royal Thrift & Loan, Equity 123, and Quest Financial Group. Authored and produced “The Mortgage Maze” Fells Publication.

EDUCATION/AFFILIATIONS
Project Planning & Management Certificate – University of Virginia Master of Business Administration, University of Phoenix Bachelor of Science, Business Administration, Marketing, San Diego State University OC Sheriff - Coroner Department – Instructor Correctional Programs Santiago Community College – Instructor Computer Skill
California Department of Insurance License Agent (Life & Health; Property & Casualty) Department of Real Estate Broker License
Department of Business Oversight CFL #2009799
Irvine International Rotary – President 2021
Founder Rotary Club of Greater Lake Forest 2022
Attachment 2
Item: 10
287

Attachment 2
Item: 10
288

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
N/A

8. What City sponsored
workshops or seminars have you
attended?
None

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

I have served on the Tree Committed for City of Riverside= this committee focused on the orange groves, protecting them from the psyllid bug and planting on new trees. I currently serve on the Board of Directors for Serrano Summit HOA as Vice President= Board for community I attend meetings, analyze budget reports and responsible to keep community looking good plus various other duties. I also serve as Chair for the Social Committee for Serrano Summit=Planning and organizing events to get the community together. I have a committee of 7 others that I oversee. and I have served on the Board of Directors for Toastmasters International= I served as Secretary= take minutes of all meetings and Directors meetings.

I came up with easier and eﬃcient ways to take the notes.

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

Board of Director for Serrano Summit HOA-Vice President and Chair the Social Committee. I feel community involvement is important and love planning events to get the community to come together.

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

I met Benjamin Yu and invited him to our most recent Social Event for the holidays. I love what Benjamin stands for and I stand in agreement with his eﬀorts to make Lake Forest a Great city to live. Even though we are newer to the community when we live in a city we make that city our home and want to be involved in helping make or keep it a great city to live and to creat ways for the community to come together.

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
I endorsed Benjamin Yu when he ran for city council. I told several of my neighbors to vote for him and that he was a good candidate for Lake Forest. I also invited him to our Christmas event, so that neighbors could meet their councilman. Involvement from city oﬃcials is important because it makes the community feel oﬃcials care about them as individuals when they take the time to attend functions. It also makes people feel political ﬁgures are reachable and that's a comfortable feeling.

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

No
Attachment 2
Item: 10
289

Attachment 2
Item: 10
290

Attachment 2
Item: 10
291

Attachment 2
Item: 10
292

Attachment 2
Item: 10
293

Attachment 2
Item: 10
294

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
City council meetings once a month, occasional planning commission and community service meetings. Attended all Traﬃc Commission meetings over 4 years - never missed one!

8. What City sponsored
workshops or seminars have you
attended?
Budget workshops,

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

Chairman, Traﬃc and Parking Commission, 2019-21. President and Vice President, Lake Forest II HOA - 2017-2022. Founding member of Community Coalition for Lake Forest Incorporation. Founder and president Lake Forest Community Council, 1993-2000. Lake Forest coordinator, No Jets at El Toro.

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

See # 9

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

Have met and communicated with all city council members and most commission members at various meetings and city events.

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
No contributions made to any candidates. Endorsed Ben Yu for city council.

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

14. What does the term
“legislative body” mean to you?
A group empowered to enact rules or laws of governance in accordance with stated and federal constitutions.

15. The Brown Act – in your own
words – what does it mean to
you?
Agenda topics should not be discussed by phone or email with members of a commission or city council as a member of that body Attachment 2
Item: 10
295

Attachment 2
Item: 10
296

James J. Richert

Lake Forest, CA. 92630

___________________________________________________________________________

SENIOR SALES AND OPERATIONS MANAGEMENT
Broad-based experience in positions of increasing responsibility and complexity in both start-up and on- going environments. Responsible for multi-state multi-facility operations. Areas of special competence:

Customer Service Marketing and Sales Promotion
Sales/Business Development Distribution Planning and Logistics Express Service Programs Training Development and Facilitation Inventory Management Project Management

SELECTED CAREER HIGHLIGHTS

Richert Consulting 2011 - current
Independent Consultant

Specialized consulting services for automotive companies in the areas of service and parts sales, operations, training, and customer retention for corporate, region, and dealer personnel:
 Developed an express service strategy, implementation plan, and ROI for a major automotive importer, including program requirements, statement of work, and RFP for vendor proposals. Reviewed vendor bids and provided recommendations for vendor selection based on cost, level of service, and strategic growth capabilities. Facilitated dealer implementation training seminars for field personnel.  Developed a benchmark study for the implementation of enhanced dealer training, service, and customer satisfaction initiatives with special focus on customer amenities and dealer facilities for premium brands.  Developed fixed operations requirements for the launch of a new automotive importer, including facility, personnel, and systems development costs for parts, service, and warranty.

MSX International (Irvine, Ca.) 2003 - 2011
Director, Business Development

Developed and implemented a strategic business plan to establish MSX market share within automotive importers located in Southern California. Achieved sales of over $16 million with automotive clients including Mazda, Suzuki, Hyundai, Kia, Isuzu, Audi, and Toyota.
 Developed and implemented a process to improve dealer service sales and customer satisfaction for an automotive importer, resulting in a 22% sales increase and the second largest increase in customer satisfaction of all U.S. automotive companies.
 Developed a strategic process-improvement initiative based upon lean management principals for an automotive dealer network, resulting in improved dealer internal communications, a four-point increase in customer satisfaction, a 23% improvement in technician efficiency, and a 7-point increase in customer retention.
 Initiated, developed, and successfully implemented several benchmark studies for automotive clients, including Pre-Delivery Inspections, Warranty Labor Rate, and Maintenance Schedule comparisons.  Proposed and implemented unique training programs to improve consulting and sales skills for OEM field personnel who consult with dealer executive management.

Attachment 2
Item: 10
297

Kia Motors America, Inc. (Irvine, Ca.) 1993 – 2002 Vice President – Parts, Consumer Affairs, and Service

As one of the original members of Kia’s executive start-up team, I worked closely with all departments in the development of new systems, procedures, policies, and processes to successfully launch the Kia franchise in the American market. Assumed additional responsibilities to direct both the Consumer Affairs Department in 2000 and the Service Department in 2001 with a combined staff of 189 personnel.

 Rated in Top 5 of all U.S. auto companies in Senior Management Effectiveness by the National Automobile Dealers Association (NADA).
 Rated in Top 3 of 23 U.S. auto companies in overall Department performance, including parts availability, customer service, and marketing programs (rated best overall).  Successfully managed phenomenal sales growth from $6 million in 1994 to $220 million in 2002 through ongoing training of a field staff of 44 district managers and a department staff of 92 people in five facilities, including four distribution centers.
 Established marketing programs, facilities, systems, and training programs to support a network of 625 franchised dealers with a customer base of one million owners throughout the United States, including the development of the national Kia dealer web site.
 Achieved 97% parts availability for next-day delivery of 50,000 sku’s via the implementation of sophisticated inventory management, distribution, and real-time order fulfillment systems.  Implemented a new Kia Customer Assistance Call Center, utilizing Clarify case-management software, to improve customer satisfaction and retention.

Vice President – Automotive Associates 1993
Authorized facilitator for Toyota dealer training – inventory management, merchandising, wholesale parts sales, telephone skills.

Mazda Motor of America, Inc. (Irvine, Ca.) 1973-1992 Director - Ford Project Team
Director - Inventory Management
District Parts and Service Manager

United States Air Force - Honorable Discharge. Air Force Commendation Medal. 1967-1971

EDUCATION/TRAINING

 Bachelor of Science Degree, Business Administration, California Coast University - 2000  Associates Degree, Long Beach Community College
 Certificate in Manufacturing Excellence – CSU Fullerton - 1996  Miller-Heiman Sales Training – 2007
 City of Lake Forest - Leadership Academy
 CSU-Long Beach:

Inventory Management, Materials Requirements Planning, Production Control, Capacity Management (American Production and Inventory Control Society - APICS)

ASSOCIATIONS

 Chairman, Lake Forest Traffic and Parking Commission – 2019-2021  President and Vice President, Lake Forest II MHA - 2019-current Attachment 2
Item: 10
298

Attachment 2
Item: 10
299

7. If you have attended City
Council or Commission Meetings,
how many, and what were the
major topics of discussion, or
topics you have spoken about?
I haven't attended any meetings yet.

8. What City sponsored
workshops or seminars have you
attended?
I haven't attended any sponsored workshops or seminars.

9. Have you served as Chair or
Member of any other Committee,
Club, Board or Organization? If
yes, please describe:

10. How have you been involved
in the community of Lake Forest?
Mention any participation in
other community service
organizations or clubs and
activities in the community.

I work, attend, and sometimes volunteer at, Saddleback Church. This primarily includes the church's website, but we have done a lot of work with the church's various ministries including their PEACE Center which helps at-risk and homeless get services they need. Especially during the pandemic, we were involved with getting information about the church's food drives and other resources out and in front of people as easily as possible.

11. Do you have any social or
business relationships with
anyone on the City Council or
other Commissions? If yes, please
describe:

I do not have any relationships with anyone on the City Council or other Commissions.

12. Have you endorsed, assisted
or made contributions to any
campaign initiated by any
member of the City Council?
I have not.

13. Do you have any personal or
professional aﬃliations with any
City employee? If yes, please
describe:

I do not.

14. What does the term
“legislative body” mean to you?
"Legislative body" to me means a group of people, sometimes like-minded, but not always, who, by appointment or election, gather together to uphold, establish, and create the rules and guidelines that a government (local, state, federal) uses and relies on to accomplish the job of governing.

The legislative body, therefore, can have a large impact on a community as they can set the path and tone for what a government can or can't do over the course of a legislative term.

Attachment 2
Item: 10
300

Attachment 2
Item: 10
301

Lake Forest, CA 92630
Jesse Segrist
Education
Master of Theological Studies (MAThS), Assemblies of God Theological Seminary, 2014 Master of Applied Anthropology (MA), Macquarie University, Sydney, Australia, 2010 Bachelor of Arts (BA) in Cultural Anthropology (Cum Laude),Vanguard University, 2008 Notable Skills
● Critical thinking and research skills.
● Excellent teamwork and communication.
● Knowledgeable and comfortable working with computers. ● Proficient with Microsoft Word, PowerPoint, Excel, and Outlook. ● Proficient with Adobe InDesign, LiveCycle, and Acrobat Pro. ● Always willing to learn new tasks and skills.
● Good leadership and team management skills.
● Comfortable teaching others.
● Enthusiastic and hard worker.

Current Position and Responsibilities:

Frontend Developer (Saddleback Church): September 2017—Present ● Develop and style webpages for the Saddleback Church website (saddleback.com), using HTML, CSS, JS, C#/Razor, and sometimes ReactJS.
● Manage the website through the CMS system to support in-house and external clients. ● Train and support clients and other co-workers on our systems and tools. ● Learn and utilize new tech and tools when necessary to make sure our projects get done. ● Work with in-house and external APIs to capture, utilize, and present data. ● Sending emails, when needed, to our various subscriber lists (30,000+) Related Work Experience:

Missions Coordinator (Saddleback Church): October 2015—Present ● Edited, created, and formatted new team member and leader training materials. ● Kept up-to-date all printed/non-printed materials (this included PowerPoint presentations, campus maps, and fillable pdf forms).
● Managed the missions team’s vehicles, ensuring all drivers were insured, registration was up to date, and negotiated any repairs needed.

Attachment 2
Item: 10
302

Word Processor (Assemblies of God World Missions): August 2012—July 2015 ● Performed various office tasks daily, including scanning, printing, Excel data entry, and mail merge.
● Proofed and edited grammar and style in various documents. ● Transcribed emails, letters, and videos for my clients. ● Used graphic design skills to create Adobe InDesign documents and PowerPoint presentations.

Researcher (Assemblies of God National Youth Ministries): Summer 2012 ● Researched the history of the Assemblies of God Fine Arts Festival ● Looked through videos, sound recordings, and decades old articles to research the progression of the Fine Arts Festival
● Produced a 50-page timeline of the Assemblies of God Fine Arts program, for use at their 50th anniversary celebration.

Other Work Experience:

Chapel T ech (Assemblies of God Theological Seminary): January 2012—Jul 2012 Ran sound and PowerPoint for AGTS chapels as well as helped with stage set up and tear down.

Barista (Starbucks): September 2010—December 2011
Customer service and sales.

Enumerator for the 2010 Decennial Census (U.S Census Bureau): April 2010—Jun 2010 Collected data for the U.S. Census Bureau’s questionnaire.

Intern Pastor (Valle Vista Assembly of God): Summer 2006 Group leadership and various office tasks.

Cashier (Harbor Freight T ool Company): Nov 2002—Jul 2004 Worked as a cashier and stocked shelves.

Jr. High Intern (St. Andrew’s Presbyterian): Nov 2005—May 2006 Involved in the organizing and leadership of the Jr. High ministry at St. Andrew’s Presbyterian.

Accomplishments
● Wrote a thesis for both my Applied Anthropology degree and Masters in Theology, each based on my own research and topics.
● Serve on the Board of Directors for Jesus Frees Ministries, a Christian non-profit organization working in Kenya (2006 – Present).
● Traveled and worked in China, India, South Korea, Canada, Mexico, England, and spent a year-and-a-half in Australia.
● I have played the saxophone for 18 years and play drums and bass guitar. Throughout this time, I have played in many different music ensembles and venues. ● My senior year at Vanguard I was elected Jazz Band president. I helped organize and plan trips and events with the director (Dr. Ken Foerch) and other students. ● Taught and led a successful young adult/college group at my home town church.

Attachment 2
Item: 10
303

ATTACHMENT 3
Item: 10
304

1 Berglund, Lisa
From: Neves, Keith
Sent: Wednesday, February 15, 2023 1:43 PM
To: Rose, Debra; Berglund, Lisa
Cc: Richardson, Matthew
Subject: FW: Regarding Parking and Traffic Committee
FYI

From: Voigts, Scott <[email protected]>
Sent: Wednesday, February 15, 2023 1:21 PM
To: Neves, Keith <[email protected]>
Subject: Fwd: Regarding Parking and Traffic Committee

Sent from my iPhone

Begin forwarded message:

From: Jesse Segrist
Date: February 15, 2023 at 10:17:09 AM PST
To: "Voigts,
Scott" <[email protected]>
Subject: Regarding Parking and Traffic Committee

Dear Council Member Voigts,

I apologize for this letter coming at an inopportune time but, unfortunately, due to something coming up, I realized I will not have the time for serving on the Parking and Traffic Committee, so I hope you will accept my resignation from the committee .

I really appreciate you choosing me, and would love to continue being involved in the future, so if you have, or know of, any opportunities, please let me know.

Thanks and sincerely,
Jesse Segrist
CAUTION: Think Security! This email is not from someone at the City of Lake Forest. Do not click any links or open any attachments you are not expecting.

Item: 10
305

ATTACHMENT 4
Item: 10
306

Lake Forest, California Municipal Code
Title 2 ADMINISTRATION AND PERSONNEL
Chapter 2.06 BOARDS AND COMMISSIONS—GENERAL PROVISIONS

2.06.070 Vacancies.

In the event a member of any board or commission resigns or dies while in office, the City Council member who appointed that board or commission member shall appoint a successor pursuant to the provisions of this chapter. The successor shall serve for the remaining balance of the term to which his or her predecessor was appointed. (Ord. 304 § 7, 2018; Ord. 165 § 1, 2007) Contact:

City Clerk: 949-461-3420
Published by Quality Code Publishing, Seattle, WA. By using this site, you agree to the terms of use.

Item: 10
307

CITY COUNCIL AGENDA REPORT
MEETING DATE: 2/21/2023
DEPARTMENT: City Manager
SUBJECT:

CONSIDERATION OF INCREASED FUNDING FOR THE CITY'S SHOP & DINE COMMUNITY GIFT CARD PROGRAM WITH YIFTEE, INC.

RECOMMENDED ACTION(S):

1. That the City Council authorize the City Manager to enter into the attached BOGO Campaign Quickstart Agreement with Yiftee, Inc. and solely include the $25 and $50 gift card options in the Shop & Dine Community Gift Card Program.

2. Adopt a Resolution Entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA, AMENDING THE 2021-2023 OPERATING BUDGET; AMENDING APPROPRIATIONS FOR FISCAL
YEAR 2022-23.

EXECUTIVE SUMMARY:

On October 4, 2022, the City formally authorized the City’s Shop & Dine Community Gift Card Program (“CGCP”). The CGCP provides residents and visitors with an opportunity to buy a community gift card in increments of $25, $50, or $100 and a receive a matching gift card of the same value for free. The gift cards can only be used at Lake Forest businesses that apply and receive approval to participate in the program. The CGCP is the first major program funded in response to City Council’s approval of the Strategic Economic Investment Project (“SEIP”). The SEIP established a budget for economic development programs to help local businesses recover from the COVID-19 pandemic. The CGCP was approved with a $575,000 budget, which includes $500,000 in funds to cover the costs of providing the free bonus gift cards and $65,000 to cover the costs of the fees associated with card issuance.

Launched to the public on December 6, 2022, the CGCP program has been well received by residents and local businesses. The gift card system is provided by Yiftee, Inc. (“Yiftee”) through a Community Card Customer Agreement (Attachment 1). The City has issued buy-one-get-one promotions via series of three funding rounds. Over 7,000 cards have been issued that can be used at over 50 local businesses. As of February 14, 2023, just over $170,000 remains Item: 11
308

in the City’s Shop & Dine Buy-One-Get-One (“BOGO”) account to cover the costs of the free bonus gift cards.

On December 20, 2022, the City Council formally authorized the City’s two catalytic converter theft mitigation programs. The Paining & Etching Program (“P&E” Program) pays local automotive shops to paint and mechanically etch the vehicle identification number on the catalytic converter(s) affixed to resident’s vehicles. The Catalytic Converter Shield Program (“Shield Program”) provides residents with a $250 gift card towards the purchase and installation of metal theft deterrent catalytic converter shields. The $250 gift cards are provided through a Community Card Customer Agreement with Yiftee (“Shield Program Agreement”) and can only be utilized at participating local automotive shops for shield purchase and installation services (Attachment 2). Both programs provide economic support to local automotive shops while mitigating catalytic convert theft. As of February 14, 2023, about 10-15% of the funding for each of the catalytic converter programs has been obligated to approved applications submitted by residents.

Based on recent gift card sale trends, staff projects the City’s Shop & Dine BOGO account will be completely exhausted within four weeks. As a result of the limited funds remaining in the Shop & Dine BOGO account and the initial success of the catalytic converter programs, staff recommends the City Council approve the attached Resolution (Attachment 3). If approved, the resolution would allocate $565,000 in additional funds to the City’s CGCP and $60,000 in additional funds to the catalytic converter programs. Staff also recommends the City Council authorize the City Manager to enter into the attached BOGO Campaign Quickstart Agreement, which will formally establish the second phase of the CGCP (Attachment 4). The proposed BOGO Campaign Quickstart Agreement would remove the $100 increment card from the CGCP after the exhaustion of funds from the third round of BOGO funding.

BACKGROUND:

On February 15, 2022, the City Council approved the Strategic Economic Investment Project (“SEIP”). The purpose of the SEIP is to provide economic development assistance to businesses recovering from COVID-19. Subsequent to the passage of SEIP, staff and members of the City Council Audit Committee began formulating economic development programs for City Council consideration. The CGCP was the first economic development program developed by the group for the City Council’s consideration, followed by the City’s catalytic converter theft mitigation programs.

On October 4, 2022, the City Council allocated $575,000 in funds to launch the City’s CGCP. The CGCP includes a Community Card Customer Agreement with Item: 11
309

Yiftee, Inc., who provides the web-based software system to facilitate purchases of the cards. Under the CGCP, cards can only be redeemed at restaurants and other store-front local businesses after they’ve been approved to participate by the City. To incentivize residents and visitors to purchase cards, the City has offered a 50/50 match (“BOGO”). For example, if a resident purchases a $100 gift card, they will receive two $100 gift cards, with the City paying the cost to provide the second gift card.

On December 6, 2022, the City opened the online portal and allowed residents to begin buying gift cards. Since launching the program, the number of businesses approved to accept the gift cards has grown from 12 to over 50. About 50% of the businesses approved to accept the gift cards are restaurants. As of the writing of this report, about 63% of all funds redeemed have been used at local restaurants.

The City provided the BOGO 50/50 match in a series of three rounds. The first round was marketed exclusively to Lake Forest residents. The second round was marketed to Lake Forest residents and people who work or go to school in Lake Forest. The third round was marketed to the public with no restrictions. Of the $575,000 total program budget for the CGCP, $565,000 was set aside to cover the costs of providing the BOGO benefit and related transaction costs. As of February 14, 2023, the City has just over $170,000 in these funds remaining and will likely exhaust all funds within four weeks. The remaining $10,000 was used to cover the costs of a marketing contract the City established with the Lake Forest Chamber of Commerce to provide in-person advertisement of the program to local businesses.

On December 20, 2022, the City Council formally authorized the program guidelines and associated contract documents to establish the catalytic converter P&E and Shield Programs. As of February 14, 2023, two local businesses have been approved to provide P&E services and three have been approved to provide Shield services. The City has approved 43 P&E applications and 14 Shield applications, which have obligated about 10-15% of the funding currently assigned to each program. Under the P&E Program, participating local businesses are provided $125 on a reimbursement-basis from the City to provide P&E services on resident’s vehicles. Under the Shield Program, residents are provided a $250 gift card towards the purchase and installation of a theft deterrent catalytic converter shield at a participating local automotive shop. The $250 gift cards are provided through a Community Card Customer Agreement with Yiftee that was established specifically for the Shield Program (“Shield Program Agreement”) (Attachment 2).

Item: 11
310

DISCUSSION:

The CGCP and the catalytic converter programs are funded through the City’s SEIP, which assigned spending to three economic development categories.

Since the cards purchased through the CGCP can be used at both restaurants and other retail businesses, the CGCP impacts two of the three SEIP categories.

To illustrate the impact the CGCP will have on the SEIP budget, staff produced Table 1 below. Table 1 includes the impact of all gift card funds redeemed at businesses so far, plus the projected amount of funds to be redeemed based on current redemption trends. Table 1 also includes the projected spending impact of the City’s catalytic converter programs, which impact the “Other Impacted Businesses” category.

Table 1: SEIP Budget Impact
SEIP Budget
Category
SEIP Budget Realized and
Projected Spending*
Budgeted
Funds
Remaining
Restaurant
Industry
$3,803,350 -$355,950 $3,447,400
Other Impacted
Businesses
$2,000,000 -$294,050 $1,705,950
Hotel Industry $2,500,000 - $2,500,000
Total $8,303,350 -$650,000 $7,653,350
*Spending amounts based on realized and projected expenditures for the CGCP and the City’s catalytic converter theft mitigation programs As of the drafting of this report on February 14, 2023, the City has just over $170,000 in BOGO funds available. Based on a review of previous gift card sales, these funds will likely be exhausted within four weeks. As a result, staff recommends the City Council approve an additional $565,000 allocation of funds to the CGCP. If approved, the allocation of an additional $565,000 to the CGCP would provide $500,000 in matching BOGO funds and $65,000 in funds to cover the fees associated with card issuance. Table 2 provides a cost breakdown associated with the addition of $565,000 in program funds.

Item: 11
311

Table 2: CGCP Phase 2 Budget
Description Budget
City BOGO Contribution $500,000
Fee Budget to Cover Transaction Costs of Resident-Purchased Gift Card
$45,000*
Fee Budget to Cover the Transaction Costs of the BOGO Gift Card $20,000* Total CGCP Phase 2 Budget $565,000
*All funds not utilized to cover fees will be redirected to the City’s BOGO Contribution fund
Both the BOGO card and the original gift card the resident purchases have a transaction fee. For the initial gift card purchased by the resident, the fee will be $1 per card, plus 5% of the card’s value. For the BOGO card, a flat fee of $1 per card is charged. These are the fee amounts charged by Yiftee for each gift card purchased. The fee budgets described above in Table 2 will fully cover the fees associated with each card type.

If approved, staff plan to work with HdL, the City’s consultant for the development of SEIP-related economic development programs, to launch the next phase of the program. To throttle down the demand for the program and ensure the benefits of the gift cards reach a wide base of residents and visitors, staff recommends offering the gift cards in $25 and $50 increments. Staff also recommends limiting the number of cards purchased by each person to a maximum of two. This should lead to a slower purchase rate, as the initial phase of the program included gift cards with a $100 increment and reset the purchase limit for customers with each round. These new limitations will likely lead to an increased duration of the program and provide a wider benefit to residents and visitors.

Staff also recommends the City Council approve an additional $60,000 towards the City’s catalytic converter programs ($30,000 each). Providing an additional $30,000 in funds towards each program will amount to approximately 240 additional painting and etching services and 113 more shield installations. In accordance with the Shield Program Agreement with Yiftee, the City is charged an $8 fee for each $250 gift card issued. This $8 fee includes a $0.50 per card fee and an additional fee based on 3% of each card’s valuation. Table 3 below illustrates the cost details to provide another 113 shield installations.

Table 3: Shield Program Budget
Item: 11
312

Description Budget
$250 Gift Cards (x113) $28,250
Fee $0.50 Per Card + 3% Card
Value ($8 x 113)
$904
Total Cost $29,154
As a result of the limited funds remaining in the Shop & Dine BOGO account and the initial success of the catalytic converter programs, staff recommends the City Council approve the attached Resolution (Attachment 3). If approved, the resolution would allocate $565,000 in additional funds to the City’s CGCP and $60,000 in additional funds to the catalytic converter programs. Staff also recommends the City Council authorize the City Manager to enter into the attached BOGO Campaign Quickstart Agreement, which will formally establish the second phase of the CGCP (Attachment 4). The proposed BOGO Campaign Quickstart Agreement would include $25 and $50 gift cards (removing the $100 gift card option) in the CGCP after the exhaustion of funds from the third round of BOGO funding. Like the original Community Card Customer Agreement and associated contract documents with Yiftee, the attached BOGO Campaign Quickstart Agreement was generated by Yiftee and reviewed by the City Attorney’s Office.

FISCAL IMPACT:

Authorizing the attached Resolution would appropriate $625,000 to the City’s General Fund in the 2021-2023 Operating Budget to cover the costs of the proposed BOGO Campaign Quickstart Agreement with Yiftee Inc. and staff’s recommendation to provide an additional $60,000 towards the City’s catalytic converter theft mitigation programs.

ATTACHMENTS:

1. Community Card Customer Agreement with Yiftee, Inc. & Associated Documents

2. Shield Program Agreement with Yiftee, Inc.

3. Resolution Appropriating $625,000 for Community Gift Card Program and Catalytic Converter Programs

4. BOGO Campaign Quickstart Agreement with Yiftee, Inc.

Item: 11
313

Initiated By: Sean McGovern, Assistant to the City Manager Submitted By: Debra Rose, City Manager
Approved By: Debra Rose, City Manager
Item: 11
314

ATTACHMENT 1
Item: 11
315

Community Card Customer Agreement

THIS AGREEMENT (the “Agreement”) is made effective as of __________, 2022 (the “Effective Date”) by and between Yiftee Inc., a Delaware corporation, with an address at 325 Sharon Park Drive #215, Menlo Park, CA 94025 (“Yiftee”) and _____________________________________ with an address at _________________________________________(“Customer”). The parties agree a follows:

1. Definitions.

1.1 “Merchant” means a merchant, prospect or other contact that may be using or desire to use Yiftee Services to redeem eGifts.

1.2 “Participant” means a Merchant who has opted to participate in a Community Card by running an Activation Card and agreeing to the Merchant Agreement.

1.3 “Yiftee Services” means Yiftee’s gift-giving platform. It is the technology foundation for Community Cards.

1.4 “Purchaser” means a person or entity that purchases or redeems eGifts.

1.5 “eGift” means a digital virtual gift voucher used as payment for goods or services at a Participant.

1.6 “Offer” or “Offers” mean specific benefits that Participants provide to consumers who use their Community Cards in their store, as determined by the Participants and posted on their eGift Card web page.

2. Merchant Enrollment.

2.1 Merchant Enrollment Obligations
(a) Customer will collect a set of Merchants who have elected to participate in the Yiftee Services.

Merchants must all be located in the same state in the USA, due to varying gift card laws by state. Each Merchant must agree to the Yiftee Community Card Merchant Agreement located on the Yiftee.com website. Merchants who have not agreed to the Merchant Agreement will not be able to utilize the Yiftee Services to redeem eGifts. Customer will upload into the Yiftee Services or provide the names of the Merchants who intend to participate to Yiftee. Upon the agreed upon launch date, the billing for the Yiftee Services will begin (“Commencement Date”). This billing will include the agreed-upon cost for each Participant or group thereof as defined in Appendix A. (b) Yiftee will provide to Customer or directly to Merchants, upon receipt of the set of Merchant names in 2.1a, a set of unique Activation Cards to be run by each Merchant. Customer will inform Merchants of their individual Activation Card and provide instructions on its use. Additionally, Customer will inform Merchants that running the Activation Card implies consent to the Merchant Agreement located on the Yiftee.com website.
(c) As Merchants run the Activation Cards, they will be included in the set of Merchants enabled to participate in the Yiftee Services, i.e. the Participants. Participant may also post their Offers to be available for eGift Card holders who redeem gifts in their stores. 100 Civic Center Dr., Lake Forest, CA 92630
City of Lake Forest
DocuSign Envelope ID: BEBEC6F7-D026-426B-9118-BA0B8330B956 October 17, 2022
Item: 11
316

(d) Yiftee will bill Customer or Merchants as described in Appendix A. Customer can add or remove Participants and fees will be adjusted accordingly, if applicable. There will be no retroactive adjustments allowed by Yiftee (that is, a cancelled Participant’s billing obligation will result in that Participant’s cost to Customer, as defined in Appendix A, to be eliminated beginning only on the next annual billing cycle).

A Participant may be added to the list of Participants at any time (“Enrollment Time”), with billing adjustment for said Participant to begin immediately and to be included in the current month’s billing. (e) Each party shall comply with good, ethical and moral business practices and all applicable laws and regulations in engaging in any activities here under.
(f) Fees and payment terms applicable to the subject matter here under shall be as set forth in Appendix A. Customer is not entitled to compensation other than what is described in Appendix A. (g) Customer is responsible and liable for any disputes or liability arising out of its relationships with Merchants and Participants, except with respect to any liability of Yiftee under this agreement.

2.2 Yiftee Materials.

Yiftee may provide Customer with certain materials for use in conjunction with promoting the Yiftee Services here under (“Yiftee Materials”). No rights or licenses, express or implied, are granted in those Yiftee Materials or otherwise, except as expressly and unambiguously set forth in this Agreement.

2.3 Limited Licenses.

Subject to the terms and conditions of this Agreement, Yiftee hereby grants to Customer, a non- exclusive, non-transferable, non-assignable, non-sublicensable right and license to access and use the Yiftee Services and Yiftee Materials solely for the purposes of Customer’s performance of this Agreement.

2.4 Trademark License.

Subject to the terms and conditions of this Agreement, Yiftee hereby grants Customer and Customer hereby grants Yiftee a non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free license to use Yiftee’s or Customer’s name, trade names, trademarks, service marks, and logos (collectively, a party’s “Marks”) solely in connection with Customer’s and Yiftee’s promotion and marketing of the Yiftee Services, subject to written usage guidelines, if any, made mutually available.

3. Ownership. As between the parties, Yiftee owns all right, title and interest in and to the Yiftee Services, Yiftee’s Marks and the Yiftee Materials. Customer owns all right, title and interest in and to Customer’s Marks.

4. Warranties Disclaimer. YIFTEE AND ITS LICENSORS MAKE NO WARRANTIES TO CUSTOMER,

EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY,

NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING OUT OF USAGE OR TRADE, COURSE OF DEALING AND COURSE OF PERFORMANCE.

5. Liability Limitation. EXCEPT FOR LIABILITY ARISING UNDER SECTION 7, NEITHER PARTY (NOR ITS

LICENSORS) WILL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS

AGREEMENT OR UNDER ANY CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE

THEORY, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHATSOEVER, FOR ANY

SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE AND IN NO EVENT SHALL EITHER PARTY’S DocuSign Envelope ID: BEBEC6F7-D026-426B-9118-BA0B8330B956 Item: 11
317

LIABILITY EXCEED THE GREATER OF $500 OR THE AMOUNTS PAID AND/OR PAYABLE BY YIFTEE TO

CUSTOMER (AND/OR BY CUSTOMER TO YIFTEE, IF PAYMENTS ARE PAYABLE BY CUSTOMER TO YIFTEE IN ACCORDANCE WITH PROPOSAL) HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM.

6. Term and Termination.

6.1 Term. This Agreement shall be effective as of the Effective Date and shall continue in full force on an annual period from the Effective Date, and thereafter shall automatically renew annually, unless and until either party terminates this Agreement pursuant to Section 6.2.

6.2 Termination.
(a) Either party may, at its option, terminate this Agreement upon thirty (30) days written notice to the other party for any reason or for no reason whatsoever. (b) Either party may terminate this Agreement if the other party materially breaches a term of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice of such breach from the non-breaching party.
(c) Participants are obligated to honor all outstanding eGifts issued by Yiftee for the entire duration of those eGift's validity periods. Termination does not relieve Participants from honoring conditions outlined in the Merchant Agreement.

6.3 Effect of Termination. Upon any termination: (a) Customer shall immediately cease all promotion of the Yiftee Services and shall immediately return to Yiftee, or at the option of Yiftee, destroy, all Confidential Information (as defined below) of Yiftee disclosed to Customer, Yiftee Materials, and any Yiftee Services, hardware and software provided to Customer here under, (b) Yiftee shall immediately return to Customer, or at the option of Customer, destroy, all Confidential Information of Customer disclosed to Yiftee here under, and (c) all licenses granted under this Agreement shall immediately cease. The following Sections shall survive termination and remain in effect 1, 3, 4, 5, 6.3, 7 and 8. Any termination of this Agreement shall be without prejudice to any other rights or remedies available under this Agreement or at law.

7. Confidentiality. Because of this Agreement, the parties may have access to information that is confidential to the disclosing party (“Confidential Information”). Confidential Information shall include, without limitation, Purchaser lists and information relating to the parties’ products and pricing and all information designated as confidential by the disclosing party at the time of disclosure. A party’s Confidential Information shall not include any information which (i) becomes generally publicly available through no wrongful act or omission of the receiving party; (ii) is lawfully acquired by the receiving party from a third party without any breach of a confidentiality obligation; or (iii) is independently developed without use of or reference to the disclosing party’s Confidential Information. Each party agrees to maintain the confidentiality of the other party’s Confidential Information using the same degree of care that it uses with regard to its confidential information of like nature, but in no event less than reasonable care, and to protect as a trade secret any portion of the other party’s Confidential Information by preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. If required by law, the receiving party may disclose Confidential Information of the disclosing party, but will give adequate prior notice of such disclosure to the disclosing party to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefor. The parties acknowledge that money damages will not be an adequate DocuSign Envelope ID: BEBEC6F7-D026-426B-9118-BA0B8330B956 Item: 11
318

remedy if this Section 7 is breached and, therefore, either party may, in addition to any other legal or equitable remedies, seek an injunction or other equitable relief against such breach or threatened breach without the necessity of posting any bond or surety.

8. Non-solicitation
During the term of this Agreement, neither party will (on behalf of itself or any other person or entity) solicit any Purchaser or Merchant of the other party to restrict, limit, or terminate such Purchaser’s or Merchant’s participation in the other party’s products and services.

9. Miscellaneous

9.1 Choice of Law. This contract shall be governed by and construed in accordance with the laws of the State of California, without regard to the provisions of the conflict of laws thereof. The parties will resolve any disputes in the state or federal courts located in Santa Clara County, California, to whose exclusive jurisdiction and venue they irrevocably submit. Notwithstanding anything to the contrary, either party may pursue injunctive or other equitable relief in any court of competent jurisdiction.

9.2 Notices. Any notice or other communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of service if served personally or by facsimile transmission with confirmation, or three (3) days after mailing if mailed by First Class mail, registered or certified, postage prepaid, and addressed to the respective parties at the addresses set forth above, or at such other addresses as may be specified by either party pursuant to the terms and provisions of this section.

9.3 Assignment. Customer may not assign or otherwise transfer, without the prior written consent of Yiftee, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part. Yiftee may freely assign or otherwise transfer this Agreement in connection with the sale of all or substantially all of its business or assets. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

9.4 Severability. Any provision of this Agreement that is determined to be unenforceable or unlawful shall not affect the remainder of the Agreement and shall be severable therefrom, and the unenforceable or unlawful provision shall be limited or eliminated to the minimum extent necessary to that this Agreement shall otherwise remain in full force and effect and enforceable.

9.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements between them, whether written or oral, with respect to the subject matter hereof, and may not be amended, modified or provision hereof waived, except in a writing signed by the parties hereto. No waiver by either party, whether express or implied, of any provision of this Agreement, or of any breach thereof, shall constitute a continuing waiver of such provision or a breach or waiver of any other provision of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Customer (Print): YIFTEE, INC.

By: By:

Name, Title: Name, Title: Donna Novitsky, Yiftee CEO City of Lake Forest
Debra Rose, City Manager
DocuSign Envelope ID: BEBEC6F7-D026-426B-9118-BA0B8330B956 Approved as to Form:

Best Best & Krieger LLP, City Attorney
Attest:

Lisa Berglund, City Clerk
Item: 11
319

Community Card Customer Agreement

APPENDIX A
Pricing

Customer and Participants are not required to pay Yiftee a subscription fee or a revenue share. Yiftee does not take a percentage of the cards that are redeemed in the Participants’ stores.

Charges:

Purchasers pay the face value of the card plus a $1+5% of the eGift Card value eDelivery fee at the time of purchase. Bulk purchases of one thousand dollars ($1000) or more, and enterprise accounts may qualify for a reduced eDelivery fee by depositing funds into their Yiftee eGifting accounts by check or ACH and disabling credit cards.

Participants pay Mastercard processing fees for a card-not-present (CNP) transaction upon redemption.

Yiftee does not control these fees, they are set by the Merchant Acquirer who is their credit card processor.

Subject to applicable laws, Yiftee will implement a monthly maintenance fee on eGift Cards that have been inactive (i.e. no spending on the Card) for periods of greater than 12 months. This will be made clear to cardholders on the face of the eGift Card when implemented, as is required by law.

Yiftee eGift Cards do not generally expire. Subject to applicable laws, in some cases eGift Cards given by corporations or merchants as promotions, rewards and awards may have expiration dates. In the case of eGift Cards expiring, Yiftee retains 10% of the original eGift Card value not to exceed the remaining unspent funds and refunds the balance to the purchaser’s Yiftee eGift Card account. eDelivery fees are not refunded.

Participants may choose, at their discretion, to post Offers to encourage Purchasers to use their Community Cards in their stores.

Participants may choose, at their discretion, to offer rebates as fund raisers to local groups such as schools, churches and other non-profits. Such programs are an incentive for the local groups to sell Community Cards to their members, and for the Purchasers to use them in specific stores who are offering rebates. Yiftee will work with the Participants and Purchasers to execute such programs.

No tipping is allowed on Yiftee eGift Cards.

DocuSign Envelope ID: BEBEC6F7-D026-426B-9118-BA0B8330B956 Item: 11
320

www.yiftee.com – 325 Sharon Park Drive #215, Menlo Park, CA 94025 – (650) 533-0938 Keep Local Dollars Local
Yiftee Comm Card BOGO Campaign Quickstart
(Please complete sections in orange)
Community and Campaign Name: (e.g., COVID Recovery 2021) _________________________ Contact Name: __________________________
eMail: ________________________ Phone: ________________________ Campaign Start date: ____________ Stop date: “while supplies last” or date: _________ Campaign budget: $_______________ Yiftee must receive funds by check or ACH (minimum $2500) pre-launch to pay for bonus gifts. Promotion will automatically cease when funds run out. Optional alert when balance drops to a certain level. Alert at amount: $_______ Offer description/banner copy: check A, B or C below and specify amounts. Please create a banner using this copy (760 x 100, example on pg 2).
_____ A. 50% or 100% match any value, example: Buy a card for any value $10-$125 and get a matching value bonus card. Limit X bonus cards per purchaser. Available while supplies last. Bonus cards must be used in X days. Purchased card range: $______ to $______. Match level (check one): ___ 50% or ____ 100%. Limit: ______ or none. Expires after # days: _____ or date: _________. _____ B. Total shopping cart value, example: Get a $20 bonus gift for every $80 you spend. Limit X bonus cards per purchaser. Available while supplies last. Bonus cards must be used in X days.

Get a $_____ bonus gift for every $_____ you spend. Limit: ______ or none. Expires after # days: _____ or date: __________.
_____ C. Specific price points, example: Buy $25 and get a $10 bonus gift; buy $50 and get a $20 bonus gift; buy $100 and get a $40 bonus gift. Limit X bonus cards per purchaser. Available while supplies last.

Bonus cards must be used in X days. (1-5 levels allowed, only specific price points) Buy $______, Get $_____; Buy $______, Get $_____; Buy $______, Get $_____. Limit: ______ or none. Expires after # days: _____ or date: _________.

Optional limits: You can define a limit of 1,2,3,4,5,9, or 10 bonus gifts per purchaser, or $50, $125, $300 total bonus gift value per purchaser (irrespective of recipients). Only those values are available. Limit applies to entire campaign duration, restarts for new campaigns.

Buyer $1+5% eDelivery fee: Who pays buyer eDelivery fee, ____ you or ____ buyer (check one) Bonus gift $1 eDelivery fee and customer eD fees (if elected) paid out of funds on deposit.

Refunds: Purchasers may contact [email protected] for refunds but Yiftee will retain the eDelivery fee regardless of who paid it to cover costs.

Bonus Card expiration: _____ days from card issue or a specific date: _____________. When gifts expire, Yiftee returns the unused amount to Community, less restocking fee which is the lesser of 10% of the original bonus gift value or the remaining unused amount of the gift.

Lake Forest Shop and Dine Card
Tim Campbell
[email protected]
(424) 228-8517, x. 1140
11/30/2022
While supplies last
150,000
50,000

x
25 25
50 50
100
100
2 180
x
180
DocuSign Envelope ID: CCFB85DD-8EDD-4955-9645-C036FC5AC547 Item: 11
321

www.yiftee.com – 325 Sharon Park Drive #215, Menlo Park, CA 94025 – (650) 533-0938 Keep Local Dollars Local
Bonus gift message (255 char limit, example): Thank you for purchasing _________________. Enjoy this bonus gift - designed to support our independent restaurants and retailers. To spur the economy quickly, this bonus gift will expire _____________. Make any changes you want or write a different message here, but please stay within character limit.

Bonus gift signature (25 char limit, who it is from): ____________________________________.

Campaign changes are not allowed once campaign has been launched. Yiftee requires a minimum of 48 hrs from signed Quickstart to implement; funding and banner must have been received prior to implementation. Minimum 1 week in between campaigns to avoid confusion.

Bonus gift terms: The terms including expiration, bonus value and limits (if applicable) should be clearly stated on your web site, marketing materials and in the banner on the Yiftee gift purchase page. Please submit all planned advertising of the program for Yiftee review prior to launch. We want to make sure that all restrictions and terms are clearly articulated in the material that advertises the program. Do not begin marketing prior to campaign start date. If marketing starts prior to campaign start date, Yiftee reserves the right to deliver bonus gifts to early purchasers once the campaign begins.

Required Images:

Please provide a 760x100 pixel banner that clearly states your promo language such as Gift card 300 x 200 pixels minimum:

We can use your regular card image, or you can provide something custom. We recommend not a complete change so as not to confuse merchants, but you could add a BONUS indication.

Fee for promotion: Program Fee: waived (normally $100/location) eDelivery fee: $1/gift sent, deposited in advance of campaign start by check or ACH, along with gift funds.

Restocking fees for expired bonus gifts as described above.

Accepted on behalf of Community Yiftee, Inc.

Signature ________________________________
Print____________________________________ Raquel N. López, Marketing & Communications Manager
Date_____________________________________
Receive a $25 Bonus Gift for Every $50 You Spend.

Offer expires 8/31/2020, available while supplies last. Limit 4/purchaser.
the Lake Forest Shop and Dine Card
6 months after purchase
City of Lake Forest
Debra Rose, City Manager
DocuSign Envelope ID: CCFB85DD-8EDD-4955-9645-C036FC5AC547 Item: 11
322

Buyer $1+5% eDelivery fee: Who pays buyer eDelivery fee, ____ you or ____ buyer (check one) Bonus gift $1 eDelivery fee and customer eD fees (if elected) paid out of funds on deposit.

Refunds: Purchasers may contact [email protected] for refunds but Yiftee will retain the eDelivery fee regardless of who paid it to cover costs.

Lake Forest shop and Dine Card
Tim Campbell
[email protected]
(424) 228-8517 x 1140
1/18/2022
While supplies last
175,000
50,000

x
25 25
50 50
100
100
2 180
x
180
DocuSign Envelope ID: 75222A5F-5642-4F4F-96D9-2D7ED8447061 Item: 11
323

Bonus gift signature (25 char limit, who it is from): ____________________________________.

Required Images:

Please provide a 760x100 pixel banner that clearly states your promo language such as Gift card 300 x 200 pixels minimum:

We can use your regular card image, or you can provide something custom. We recommend not a complete change so as not to confuse merchants, but you could add a BONUS indication.

Fee for promotion: Program Fee: waived (normally $100/location) eDelivery fee: $1/gift sent, deposited in advance of campaign start by check or ACH, along with gift funds.

Restocking fees for expired bonus gifts as described above.

Accepted on behalf of Community Yiftee, Inc.

Offer expires 8/31/2020, available while supplies last. Limit 4/purchaser.
the Lake Forest Shop & Dine Gift Card
6 months after purchase
City of Lake Forest
Debra Rose, City Manager
DocuSign Envelope ID: 75222A5F-5642-4F4F-96D9-2D7ED8447061 1/23/2023
Item: 11
324

DocuSign Envelope ID: 75222A5F-5642-4F4F-96D9-2D7ED8447061 Item: 11
325

/0/0/0/1/2/3/4/5/6/6/1/7/8/9/i255/11/i255/12/13/14/i255/15/16/17/18/8/19/i255/20/17/18/21/i255/22/18/3/23/6/i255/24/13/25/14/26/i255/27/6/19/28/8/i255/20/17/18/21/26/i255/29/30/i255/31/32/33/13/14/i255/11/i255/34/35/14/33/36/i255/14/12/12/37/33/31/12/38/i255 /39/40/40/41/i255/43/44/45/46/47/i255/48/44/47/47/46/49/50/i255/43/44/45/46/47/i255 /51/52/53/54/55/55/i255/57/58/59/59/i255/57/60/61/62/i255/63/64/65/64/i255/57/60/59/66/60/52/67/68/i255/69/70/52/71/72/73/54/60/61/54/i255 /74/75/76/77/78/79/77/i255/81/82/83/84/76/77/85/77/i255/79/77/81/85/86/82/87/79/i255/86/87/i255/82/88/78/87/89/77/90/i255 /91/92/93/93/94/95/96/97/98/i255/100/95/101/i255/91/100/93/102/100/96/103/95/i255/104/100/93/105/106/i255/74/77/107/89/107/108/i255/109/110/111/112/113/i255/114/77/81/82/115/77/88/116/i255/117/118/117/119/90/i255/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/i255 /91/92/95/97/100/121/97/i255/104/100/93/105/122/i255/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/i255 /105/123/100/96/124/106/i255/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/i255/126/127/92/95/105/106/i255/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/125/i255/i255 /91/100/93/102/100/96/103/95/i255/128/97/100/129/97/i255/130/78/85/77/122/i255/i255/125/125/125/125/125/125/125/125/125/125/125/125/i255/i255/i255/i255/128/97/92/102/i255/101/100/97/105/106/i255/131/132/133/86/76/77/i255/79/134/84/84/76/86/77/79/i255/76/78/79/85/135/i255/82/88/i255/130/78/85/77/122/i255/120/120/120/120/120/120/120/120/120/i255 /91/100/93/102/100/96/103/95/i255/136/94/101/103/105/97/106/i255/137/120/120/120/120/120/120/120/120/120/120/120/120/120/120/120/i255/i255/i255/i255/138/86/139/85/77/77/i255/83/134/79/85/i255/88/77/81/77/86/115/77/i255/139/134/87/130/79/i255/140/116/i255/81/133/77/81/141/i255/82/88/i255/142/109/143/i255/74/83/86/87/86/83/134/83/i255/137/117/144/118/118/90/i255 /84/88/77/145/76/78/134/87/81/133/i255/85/82/i255/84/78/116/i255/139/82/88/i255/140/82/87/134/79/i255/89/86/139/85/79/107/i255/75/88/82/83/82/85/86/82/87/i255/132/86/76/76/i255/78/134/85/82/83/78/85/86/81/78/76/76/116/i255/81/77/78/79/77/i255/132/133/77/87/i255/139/134/87/130/79/i255/88/134/87/i255/82/134/85/107/i255/110/84/85/86/82/87/78/76/i255/78/76/77/88/85/i255 /132/133/77/87/i255/140/78/76/78/87/81/77/i255/130/88/82/84/79/i255/85/82/i255/78/i255/81/77/88/85/78/86/87/i255/76/77/115/77/76/107/i255/i255/142/76/77/88/85/i255/78/85/i255/78/83/82/134/87/85/122/i255/137/120/120/120/120/120/120/120/i255 /146/147/147/105/129/i255/101/105/148/121/129/96/102/97/96/92/95/149/136/100/95/95/105/129/i255/121/92/102/98/106/i255/i255/81/133/77/81/141/i255/142/108/i255/150/i255/82/88/i255/109/i255/140/77/76/82/132/i255/78/87/130/i255/79/84/77/81/86/139/116/i255/78/83/82/134/87/85/79/107/i255/75/76/77/78/79/77/i255/81/88/77/78/85/77/i255/78/i255/140/78/87/87/77/88/i255 /134/79/86/87/89/i255/85/133/86/79/i255/81/82/84/116/i255/74/151/152/118/i255/153/i255/119/118/118/108/i255/77/153/78/83/84/76/77/i255/82/87/i255/84/89/i255/117/90/107/i255 /154/154/154/154/154/i255/i255/i255/156/157/i255/158/159/160/i255/161/162/i255/163/159/159/160/i255/164/165/166/167/168/i255/165/169/170/i255/171/165/172/173/174/175/i255/174/176/165/164/177/172/174/122/i255/150/134/116/i255/78/i255/81/78/88/130/i255/139/82/88/i255/78/87/116/i255/115/78/76/134/77/i255/137/119/118/145/137/119/117/144/i255/78/87/130/i255/89/77/85/i255/78/i255 /83/78/85/81/133/86/87/89/i255/115/78/76/134/77/i255/140/82/87/134/79/i255/81/78/88/130/107/i255/178/86/83/86/85/i255/179/i255/140/82/87/134/79/i255/81/78/88/130/79/i255/84/77/88/i255/84/134/88/81/133/78/79/77/88/107/i255/142/115/78/86/76/78/140/76/77/i255/132/133/86/76/77/i255/79/134/84/84/76/86/77/79/i255/76/78/79/85/107/i255/150/82/87/134/79/i255/81/78/88/130/79/i255 /83/134/79/85/i255/140/77/i255/134/79/77/130/i255/86/87/i255/179/i255/130/78/116/79/107/i255/75/134/88/81/133/78/79/77/130/i255/81/78/88/130/i255/88/78/87/89/77/122/i255/137/120/120/120/120/120/120/i255/85/82/i255/137/120/120/120/120/120/120/107/i255/180/78/85/81/133/i255/76/77/115/77/76/i255/74/81/133/77/81/141/i255/82/87/77/90/122/i255/120/120/120/i255/144/118/181/i255/82/88/i255 /120/120/120/120/i255/119/118/118/181/107/i255/178/86/83/86/85/122/i255/120/120/120/120/120/120/i255/82/88/i255/87/82/87/77/107/i255/i255/182/153/84/86/88/77/79/i255/78/139/85/77/88/i255/183/i255/130/78/116/79/122/i255/120/120/120/120/120/i255/82/88/i255/130/78/85/77/122/i255/120/120/120/120/120/120/120/120/120/107/i255 /154/154/154/154/154/i255/184/157/i255/185/161/166/165/172/i255/186/168/161/177/177/187/169/188/i255/167/165/162/166/i255/171/165/172/173/174/175/i255/174/176/165/164/177/172/174/122/i255/189/77/85/i255/78/i255/137/117/118/i255/140/82/87/134/79/i255/89/86/139/85/i255/139/82/88/i255/77/115/77/88/116/i255/137/190/118/i255/116/82/134/i255/79/84/77/87/130/107/i255/178/86/83/86/85/i255/179/i255 /140/82/87/134/79/i255/81/78/88/130/79/i255/84/77/88/i255/84/134/88/81/133/78/79/77/88/107/i255/142/115/78/86/76/78/140/76/77/i255/132/133/86/76/77/i255/79/134/84/84/76/86/77/79/i255/76/78/79/85/107/i255/150/82/87/134/79/i255/81/78/88/130/79/i255/83/134/79/85/i255/140/77/i255/134/79/77/130/i255/86/87/i255/179/i255/130/78/116/79/107/i255 /189/77/85/i255/78/i255/137/120/120/120/120/120/i255/140/82/87/134/79/i255/89/86/139/85/i255/139/82/88/i255/77/115/77/88/116/i255/137/120/120/120/120/120/i255/116/82/134/i255/79/84/77/87/130/107/i255/178/86/83/86/85/122/i255/120/120/120/120/120/120/i255/82/88/i255/87/82/87/77/107/i255/i255/182/153/84/86/88/77/79/i255/78/139/85/77/88/i255/183/i255/130/78/116/79/122/i255/120/120/120/120/120/i255 /82/88/i255/130/78/85/77/122/i255/120/120/120/120/120/120/120/120/120/120/107/i255 /154/154/154/154/154/i255/191/157/i255/192/177/174/167/187/193/187/167/i255/177/162/187/167/174/i255/177/161/187/169/166/186/108/i255/174/176/165/164/177/172/174/122/i255/150/134/116/i255/137/117/144/i255/78/87/130/i255/89/77/85/i255/78/i255/137/119/118/i255/140/82/87/134/79/i255/89/86/139/85/194/i255/140/134/116/i255/137/144/118/i255/78/87/130/i255/89/77/85/i255/78/i255/137/117/118/i255/140/82/87/134/79/i255 /89/86/139/85/194/i255/140/134/116/i255/137/119/118/118/i255/78/87/130/i255/89/77/85/i255/78/i255/137/195/118/i255/140/82/87/134/79/i255/89/86/139/85/107/i255/178/86/83/86/85/i255/179/i255/140/82/87/134/79/i255/81/78/88/130/79/i255/84/77/88/i255/84/134/88/81/133/78/79/77/88/107/i255/142/115/78/86/76/78/140/76/77/i255/132/133/86/76/77/i255/79/134/84/84/76/86/77/79/i255/76/78/79/85/107/i255 /150/82/87/134/79/i255/81/78/88/130/79/i255/83/134/79/85/i255/140/77/i255/134/79/77/130/i255/86/87/i255/179/i255/130/78/116/79/107/i255/74/119/145/144/i255/76/77/115/77/76/79/i255/78/76/76/82/132/77/130/108/i255/82/87/76/116/i255/79/84/77/81/86/139/86/81/i255/84/88/86/81/77/i255/84/82/86/87/85/79/90/i255/150/134/116/i255/137/120/120/120/120/120/120/108/i255/189/77/85/i255 /137/120/120/120/120/120/194/i255/150/134/116/i255/137/120/120/120/120/120/120/108/i255/189/77/85/i255/137/120/120/120/120/120/194/i255/150/134/116/i255/137/120/120/120/120/120/120/108/i255/189/77/85/i255/137/120/120/120/120/120/107/i255/178/86/83/86/85/122/i255/120/120/120/120/120/120/i255/82/88/i255/87/82/87/77/107/i255/i255/182/153/84/86/88/77/79/i255/78/139/85/77/88/i255/183/i255 /130/78/116/79/122/i255/120/120/120/120/120/i255/82/88/i255/130/78/85/77/122/i255/120/120/120/120/120/120/120/120/120/107/i255 /146/102/97/96/92/95/100/124/i255/124/96/93/96/97/148/122/i255/138/82/134/i255/81/78/87/i255/130/77/139/86/87/77/i255/78/i255/76/86/83/86/85/i255/82/139/i255/119/108/117/108/196/108/195/108/144/108/197/108/i255/82/88/i255/119/118/i255/140/82/87/134/79/i255/89/86/139/85/79/i255/84/77/88/i255/84/134/88/81/133/78/79/77/88/108/i255/82/88/i255/137/144/118/108/i255/137/119/117/144/108/i255/137/196/118/118/i255 /85/82/85/78/76/i255/140/82/87/134/79/i255/89/86/139/85/i255/115/78/76/134/77/i255/84/77/88/i255/84/134/88/81/133/78/79/77/88/i255/74/86/88/88/77/79/84/77/81/85/86/115/77/i255/82/139/i255/88/77/81/86/84/86/77/87/85/79/90/107/i255/110/87/76/116/i255/85/133/82/79/77/i255/115/78/76/134/77/79/i255/78/88/77/i255/78/115/78/86/76/78/140/76/77/107/i255/178/86/83/86/85/i255 /78/84/84/76/86/77/79/i255/85/82/i255/77/87/85/86/88/77/i255/81/78/83/84/78/86/89/87/i255/130/134/88/78/85/86/82/87/108/i255/88/77/79/85/78/88/85/79/i255/139/82/88/i255/87/77/132/i255/81/78/83/84/78/86/89/87/79/107/i255 /198/94/98/105/129/i255/199/200/201/202/203/i255/105/204/105/124/96/205/105/129/98/i255/147/105/105/106/i255/206/133/82/i255/84/78/116/79/i255/140/134/116/77/88/i255/77/113/77/76/86/115/77/88/116/i255/139/77/77/108/i255/120/120/120/120/i255/116/82/134/i255/82/88/i255/120/120/120/120/i255/140/134/116/77/88/i255/74/81/133/77/81/141/i255/82/87/77/90/i255/150/82/87/134/79/i255 /89/86/139/85/i255/137/119/i255/77/113/77/76/86/115/77/88/116/i255/139/77/77/i255/78/87/130/i255/81/134/79/85/82/83/77/88/i255/77/113/i255/139/77/77/79/i255/74/86/139/i255/77/76/77/81/85/77/130/90/i255/84/78/86/130/i255/82/134/85/i255/82/139/i255/139/134/87/130/79/i255/82/87/i255/130/77/84/82/79/86/85/107/i255 /207/105/147/94/95/101/148/122/i255/75/134/88/81/133/78/79/77/88/79/i255/83/78/116/i255/81/82/87/85/78/81/85/i255/79/134/84/84/82/88/85/208/116/86/139/85/77/77/107/81/82/83/i255/139/82/88/i255/88/77/139/134/87/130/79/i255/140/134/85/i255/138/86/139/85/77/77/i255/132/86/76/76/i255/88/77/85/78/86/87/i255/85/133/77/i255/77/113/77/76/86/115/77/88/116/i255 /139/77/77/i255/88/77/89/78/88/130/76/77/79/79/i255/82/139/i255/132/133/82/i255/84/78/86/130/i255/86/85/i255/85/82/i255/81/82/115/77/88/i255/81/82/79/85/79/107/i255 /198/92/95/94/148/i255/91/100/129/101/i255/105/209/102/96/129/100/97/96/92/95/106/i255/120/120/120/120/120/i255/130/78/116/79/i255/139/88/82/83/i255/81/78/88/130/i255/86/79/79/134/77/i255/82/88/i255/78/i255/79/84/77/81/86/139/86/81/i255/130/78/85/77/122/i255/120/120/120/120/120/120/120/120/120/120/120/120/120/107/i255/206/133/77/87/i255/89/86/139/85/79/i255 /77/153/84/86/88/77/108/i255/138/86/139/85/77/77/i255/88/77/85/134/88/87/79/i255/85/133/77/i255/134/87/134/79/77/130/i255/78/83/82/134/87/85/i255/85/82/i255/109/82/83/83/134/87/86/85/116/108/i255/124/105/148/148/i255/129/105/148/97/92/121/210/96/95/103/i255/147/105/105/i255/132/133/86/81/133/i255/86/79/i255/85/133/77/i255/76/77/79/79/77/88/i255/82/139/i255/119/118/181/i255 /82/139/i255/85/133/77/i255/82/88/86/89/86/87/78/76/i255/140/82/87/134/79/i255/89/86/139/85/i255/115/78/76/134/77/i255/82/88/i255/85/133/77/i255/88/77/83/78/86/87/86/87/89/i255/134/87/134/79/77/130/i255/78/83/82/134/87/85/i255/82/139/i255/85/133/77/i255/89/86/139/85/107/i255 /211/212/213/214/i255/216/217/218/214/219/220/i255/219/221/217/222/i255/212/223/224/i255/225/226/223/214/i255/227/212/218/224 /228/226/229/i255/227/212/229/222/230/214/231/231
/220/232/212/229/222/230/214/231/231/233/221/224/231/232/217/229/222/212/223/226/214/219/234/232/217/229/235 /236/237/236/238/i255/237/237/239/240/239/241/242/243/i255/244/i255/242/242/236/245 /242/246/242/239/246/237/245/237/237 /247/221/226/231/214/i255/219/248/222/222/231/226/214/219/i255/231/212/219/220 /242/243/236/249/245/245/245
/241/245/249/245/245/245
/i255/i255
/i255/i255 /i255/i255/i255
/250
/237/241
/237/241/241 /245/241 /245/242 /245/245/242 /245/245/237 /242/239/245
/244
/242/239/245
/251/252/253/254/255/0/1/2/i255/4/2/5/6/7/252/8/6/i255/9/251/10/i255/11/251/4/12/251/13/4/11/14/15/16/17/18/14/18/16/19/20/14/21/19/20/15/14/22/21/19/4/23/24/21/25/11/12/19/24 Item: 11
326

/0/0/0/1/2/3/4/5/6/6/1/7/8/9/i255/11/i255/12/13/14/i255/15/16/17/18/8/19/i255/20/17/18/21/i255/22/18/3/23/6/i255/24/13/25/14/26/i255/27/6/19/28/8/i255/20/17/18/21/26/i255/29/30/i255/31/32/33/13/14/i255/11/i255/34/35/14/33/36/i255/14/12/12/37/33/31/12/38/i255 /39/40/40/41/i255/43/44/45/46/47/i255/48/44/47/47/46/49/50/i255/43/44/45/46/47/i255 /51/52/53/54/55/i255/57/58/59/60/i255/61/62/55/55/63/57/62/i255/65/66/67/67/i255/68/69/70/71/i255/72/73/74/73/75/76/i255/77/78/70/74/79/72/77/80/81/i255/i255/82/69/70/83/84/i255/85/86/87/i255/88/86/71/i255/79/87/71/68/69/70/89/73/83/90/i255/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/92/i255/i255/93/83/94/86/85/i255 /75/69/73/89/i255/95/86/83/87/89/i255/90/73/88/75/i255/96/i255/97/77/89/73/90/83/77/97/i255/75/86/i255/89/87/79/79/86/71/75/i255/86/87/71/i255/73/83/97/77/79/77/83/97/77/83/75/i255/71/77/89/75/70/87/71/70/83/75/89/i255/70/83/97/i255/71/77/75/70/73/72/77/71/89/92/i255/82/86/i255/89/79/87/71/i255/75/69/77/i255/77/68/86/83/86/74/85/i255 /98/87/73/68/84/72/85/76/i255/75/69/73/89/i255/95/86/83/87/89/i255/90/73/88/75/i255/99/73/72/72/i255/77/78/79/73/71/77/i255/91/91/91/91/91/91/91/91/91/91/91/91/91/92/i255/100/70/84/77/i255/70/83/85/i255/68/69/70/83/90/77/89/i255/85/86/87/i255/99/70/83/75/i255/86/71/i255/99/71/73/75/77/i255/70/i255/97/73/88/88/77/71/77/83/75/i255 /74/77/89/89/70/90/77/i255/69/77/71/77/76/i255/95/87/75/i255/79/72/77/70/89/77/i255/89/75/70/85/i255/99/73/75/69/73/83/i255/68/69/70/71/70/68/75/77/71/i255/72/73/74/73/75/92/i255 /51/52/53/54/55/i255/57/58/59/60/i255/55/58/57/53/63/60/54/101/62/i255/65/66/67/i255/68/69/70/71/i255/72/73/74/73/75/76/i255/99/69/86/i255/73/75/i255/73/89/i255/88/71/86/74/80/81/i255/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/92/i255 /102/63/61/103/63/58/57/53/i255/104/105/63/53/57/62/55/i255/63/101/62/i255/53/52/60/i255/63/106/106/52/107/62/108/i255/52/53/104/62/i255/104/63/61/103/63/58/57/53/i255/105/63/55/i255/109/62/62/53/i255/106/63/54/53/104/105/62/108/110/i255/111/73/88/75/77/77/i255/71/77/98/87/73/71/77/89/i255/70/i255/74/73/83/73/74/87/74/i255/86/88/i255/112/113/i255 /69/71/89/i255/88/71/86/74/i255/89/73/90/83/77/97/i255/114/87/73/68/84/89/75/70/71/75/i255/75/86/i255/73/74/79/72/77/74/77/83/75/115/i255/88/87/83/97/73/83/90/i255/70/83/97/i255/95/70/83/83/77/71/i255/74/87/89/75/i255/69/70/116/77/i255/95/77/77/83/i255/71/77/68/77/73/116/77/97/i255/79/71/73/86/71/i255/75/86/i255 /73/74/79/72/77/74/77/83/75/70/75/73/86/83/92/i255/100/73/83/73/74/87/74/i255/117/i255/99/77/77/84/i255/73/83/i255/95/77/75/99/77/77/83/i255/68/70/74/79/70/73/90/83/89/i255/75/86/i255/70/116/86/73/97/i255/68/86/83/88/87/89/73/86/83/92/i255 /51/52/53/54/55/i255/57/58/59/60/i255/60/62/101/61/55/118/i255/82/69/77/i255/75/77/71/74/89/i255/73/83/68/72/87/97/73/83/90/i255/77/78/79/73/71/70/75/73/86/83/76/i255/95/86/83/87/89/i255/116/70/72/87/77/i255/70/83/97/i255/72/73/74/73/75/89/i255/65/73/88/i255/70/79/79/72/73/68/70/95/72/77/80/i255/89/69/86/87/72/97/i255/95/77/i255/68/72/77/70/71/72/85/i255 /89/75/70/75/77/97/i255/86/83/i255/85/86/87/71/i255/99/77/95/i255/89/73/75/77/76/i255/74/70/71/84/77/75/73/83/90/i255/74/70/75/77/71/73/70/72/89/i255/70/83/97/i255/73/83/i255/75/69/77/i255/95/70/83/83/77/71/i255/86/83/i255/75/69/77/i255/111/73/88/75/77/77/i255/90/73/88/75/i255/79/87/71/68/69/70/89/77/i255/79/70/90/77/92/i255/119/72/77/70/89/77/i255 /89/87/95/74/73/75/i255/70/72/72/i255/79/72/70/83/83/77/97/i255/70/97/116/77/71/75/73/89/73/83/90/i255/86/88/i255/75/69/77/i255/79/71/86/90/71/70/74/i255/88/86/71/i255/111/73/88/75/77/77/i255/71/77/116/73/77/99/i255/79/71/73/86/71/i255/75/86/i255/72/70/87/83/68/69/92/i255/120/77/i255/99/70/83/75/i255/75/86/i255/74/70/84/77/i255/89/87/71/77/i255 /75/69/70/75/i255/70/72/72/i255/71/77/89/75/71/73/68/75/73/86/83/89/i255/70/83/97/i255/75/77/71/74/89/i255/70/71/77/i255/68/72/77/70/71/72/85/i255/70/71/75/73/68/87/72/70/75/77/97/i255/73/83/i255/75/69/77/i255/74/70/75/77/71/73/70/72/i255/75/69/70/75/i255/70/97/116/77/71/75/73/89/77/89/i255/75/69/77/i255/79/71/86/90/71/70/74/92/i255/121/86/i255/83/86/75/i255 /95/77/90/73/83/i255/74/70/71/84/77/75/73/83/90/i255/79/71/73/86/71/i255/75/86/i255/68/70/74/79/70/73/90/83/i255/89/75/70/71/75/i255/97/70/75/77/92/i255/122/88/i255/74/70/71/84/77/75/73/83/90/i255/89/75/70/71/75/89/i255/79/71/73/86/71/i255/75/86/i255/68/70/74/79/70/73/90/83/i255/89/75/70/71/75/i255/97/70/75/77/76/i255/111/73/88/75/77/77/i255 /71/77/89/77/71/116/77/89/i255/75/69/77/i255/71/73/90/69/75/i255/75/86/i255/97/77/72/73/116/77/71/i255/95/86/83/87/89/i255/90/73/88/75/89/i255/75/86/i255/77/70/71/72/85/i255/79/87/71/68/69/70/89/77/71/89/i255/86/83/68/77/i255/75/69/77/i255/68/70/74/79/70/73/90/83/i255/95/77/90/73/83/89/92/i255 /123/62/124/54/58/101/62/108/i255/125/61/63/57/62/55/118/i255 /126/106/62/63/55/62/i255/103/101/52/127/58/108/62/i255/63/i255/128/129/130/131/132/130/130/i255/103/58/131/62/106/i255/109/63/53/53/62/101/i255/60/105/63/60/i255/104/106/62/63/101/106/133/i255/55/60/63/60/62/55/i255/133/52/54/101/i255/103/101/52/61/52/i255/106/63/53/57/54/63/57/62/i255/55/54/104/105/i255/63/55/i255 /134/58/59/60/i255/104/63/101/108/i255/135/130/130/i255/131/i255/136/130/130/i255/103/58/131/62/106/55/i255/61/58/53/58/61/54/61/118/i255 /120/77/i255/68/70/83/i255/87/89/77/i255/85/86/87/71/i255/71/77/90/87/72/70/71/i255/68/70/71/97/i255/73/74/70/90/77/76/i255/86/71/i255/85/86/87/i255/68/70/83/i255/79/71/86/116/73/97/77/i255/89/86/74/77/75/69/73/83/90/i255/68/87/89/75/86/74/92/i255/120/77/i255/71/77/68/86/74/74/77/83/97/i255/83/86/75/i255/70/i255 /68/86/74/79/72/77/75/77/i255/68/69/70/83/90/77/i255/89/86/i255/70/89/i255/83/86/75/i255/75/86/i255/68/86/83/88/87/89/77/i255/74/77/71/68/69/70/83/75/89/76/i255/95/87/75/i255/85/86/87/i255/68/86/87/72/97/i255/70/97/97/i255/70/i255/137/138/139/140/141/i255/73/83/97/73/68/70/75/73/86/83/92/i255 /142/62/62/i255/59/52/101/i255/103/101/52/61/52/60/58/52/53/118/i255/i255/119/71/86/90/71/70/74/i255/143/77/77/81/i255/99/70/73/116/77/97/i255/65/83/86/71/74/70/72/72/85/i255/144/117/145/145/146/72/86/68/70/75/73/86/83/80/i255 /77/121/77/72/73/116/77/71/85/i255/88/77/77/81/i255/144/117/146/90/73/88/75/i255/89/77/83/75/76/i255/97/77/79/86/89/73/75/77/97/i255/73/83/i255/70/97/116/70/83/68/77/i255/86/88/i255/68/70/74/79/70/73/90/83/i255/89/75/70/71/75/i255/95/85/i255/68/69/77/68/84/i255/86/71/i255/147/148/149/76/i255/70/72/86/83/90/i255/99/73/75/69/i255 /90/73/88/75/i255/88/87/83/97/89/92/i255
/150/77/89/75/86/68/84/73/83/90/i255/88/77/77/89/i255/88/86/71/i255/77/78/79/73/71/77/97/i255/95/86/83/87/89/i255/90/73/88/75/89/i255/70/89/i255/97/77/89/68/71/73/95/77/97/i255/70/95/86/116/77/92/i255 /151/104/104/62/103/60/62/108/i255/52/53/i255/109/62/105/63/106/59/i255/52/59/i255/102/52/61/61/54/53/58/60/133/i255/152 /58/59/60/62/62/153/i255/125/53/104/110/i255 /141/73/90/83/70/75/87/71/77/i255/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/i255 /119/71/73/83/75/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/i255 /154/155/156/157/158/159/i255/161/162/i255/163/164/165/158/166/167/i255 /168/155/169/170/158/171/172/173/174/i255/175/i255/176/177/178/178/157/173/172/179/155/171/172/177/173/180/i255/168/155/173/155/174/158/169/i255 /121/70/75/77/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/91/i255 /182/183/184/183/185/186/183/i255/187/i255/188/189/190/i255/191/192/193/194/195/i255/196/185/197/198/i255/197/192/199/i255/200/186/183/199/201/i255/188/190/202/i255/203/192/194/i255/204/205/183/193/206/207/i255 /208/209/209/210/211/i255/210/213/214/215/211/210/216/i255/217/218/219/220/218/221/222/221/222/223/i255/224/225/224/215/226/224/227/226/210/i255/228/229/215/226/210/i255/216/230/214/214/226/215/210/216/i255/226/224/216/231/232/i255/233/215/234/215/231/i255 /235/218/214/230/211/236/229/224/216/210/211/232/i255
/238/239/240/i255/242/243/244/240/i255/245/246/247/240/248/238/i255/249/239/246/250/i255/251/i255/252/253/254/240/i255/255/253/0/238/i255/1/243/247/2 /3/i255/4/246/254/238/239/248/i255/243/0/238/240/247/i255/250/5/247/6/239/243/248/240 /1/253/238/7/i255/246/0/i255/242/243/244/240/i255/245/246/247/240/248/238 /252/240/8/247/243/i255/9/246/248/240/10/i255/1/253/238/7/i255/11/243/254/243/12/240/247 /13/14/15/16/17/18/19/20/i255/22/20/23/24/25/14/26/24/i255/27/13/28/i255/29/13/22/30/13/31/22/29/32/33/34/35/36/32/36/34/37/38/32/39/37/38/33/32/40/39/37/22/41/42/39/43/29/30/37/42 /44/45/46/45/44/47/44/48
Item: 11
327

/0/1/2/3/4/5/6/7/i255/9/7/10/11/12/1/13/11/i255/14/0/15/i255/16/0/9/17/0/18/9/16/19/20/21/22/23/19/23/21/24/25/19/26/24/25/20/19/27/26/24/9/28/29/26/30/16/17/24/29 Item: 11
328

ATTACHMENT 2
Item: 11
329

Yiftee Community Card Customer Agreement, Revised 2022-09-18

Community Card Customer Agreement for Lake Forest Catalytic Converter Program

THIS AGREEMENT (the “Agreement”) is made effective as of __________, 2022 (the “Effective Date”) by and between Yiftee Inc., a Delaware corporation, with an address at 325 Sharon Park Drive #215, Menlo Park, CA 94025 (“Yiftee”) and _____________________________ with an address at ______________ _________________________________________(“Customer”). The parties agree a follows:

1. Definitions.

1.1 “Merchant” means a merchant, prospect or other contact that may be using or desire to use Yiftee Services to redeem eGifts.

1.2 “Participant” means a Merchant who has opted to participate in a Community Card by running an Activation Card and agreeing to the Merchant Agreement.

1.3 “Yiftee Services” means Yiftee’s gift-giving platform. It is the technology foundation for Community Cards.

1.4 “Purchaser” means a person or enti ty that purchases or redeems eGifts.

1.5 “eGift” means a digital virtual gift voucher used as payment for goods or services at a Participant.

1.7 “Chargeback” means a purchase that has been di sputed by the person who owns the credit card used to purchase an eGift. Chargebacks cause the amount of the purchase to be refunded to the cardholder out of Yiftee’s bank account and often also include an associated fee.

2. Merchant Enrollment.

2.1 Merchant Enrollment Obligations
(a) Customer will collect a set of Merchants who ha ve elected to participate in the Yiftee Services.

Merchants must all be located in the same state in the USA, due to varying gift card laws by state. Each Merchant must agree to the Yiftee Merchant Agreement located on the Yiftee.com website. Merchants who have not agreed to the Merchant Agreement will not be able to utilize the Yiftee Services to redeem eGifts. Customer will upload into the Yiftee Services or provide the names of the Merchants who intend to participate to Yiftee. Upon the agreed upon launch date, the billing for the Yiftee Services will begin (“Commencement Date”). This billing will include the agreed-upon cost for each Participant or group thereof as defined in Appendix A.
(b) Yiftee will provide to Customer or directly to Merchants, upon receipt of the set of Merchant names in 2.1a, a set of unique Activation Cards to be run by each Merchant. Customer will inform Merchants of their individual Activation Card and provide instructions on its use. Additionally, Customer will inform Merchants that running the Activation Card implies consent to the Merchant Agreement located on the Yiftee.com website.

(
!&$
$
(
"$%&

&)"
"$%&

Item: 11
330

Yiftee Community Card Customer Agreement, Revised 2022-09-18

(c) As Merchants run the Activation Cards, they w ill be included in the set of Merchants enabled to participate in the Yiftee Services, i.e. the Participants. Participant may also post their Offers to be available for eGift Card holders who redeem gifts in their stores. (d) Yiftee will bill Customer or Merchants as de scribed in Appendix A. Customer can add or remove Participants and fees will be adjusted accordingly, if applicable. There will be no retroactive adjustments allowed by Yiftee (that is, a cancelled Participant’s billing obligation will result in that Participant’s cost to Customer, as defined in Appendix A, to be eliminated beginning only on the next annual billing cycle).

A Participant may be added to the list of Participants at any time (“Enrollment Time”), with billing adjustment for said Participant to begin immediately and to be included in the current month’s billing. (e) Each party shall comply with good, ethical and moral business practices and all applicable laws and regulations in engaging in any activities here under.
(f) Fees and payment terms applic able to the subject matter here under shall be as set forth in Appendix A. Customer is not entitled to compensation other than what is described in Appendix A. (g) Customer is responsible and liable for any disputes or liability arising out of its relationships with Merchants and Participants, except with respect to any liability of Yiftee under this agreement.

2.2 Yiftee Materials.

2.3 Limited Licenses.

2.4 Trademark License.

3. Chargebacks. When purchasing eGifts using Purchasers’ credit cards or other forms of payment using the Yiftee “Order Desk” functionality, or any purchase using Customer’s Community Card account with a third party credit card that is not Customer’s, Customer is responsible for verifying that the Purchaser owns the payment instrument and has authority to use it for said purchase. Should Yiftee receive a Chargeback, Yiftee will attempt to cancel any outstanding value on the eGift purchased and Customer will be liable for any remaining balance and fees incurred by Yiftee. Customer is not liable for Chargebacks for gifts purchased through the normal Yiftee eGift process where Customer is not party to the gift purchase.

Item: 11
331

Yiftee Community Card Customer Agreement, Revised 2022-09-18

4. Ownership . As between the parties, Yiftee owns all right, title and interest in and to the Yiftee Services, Yiftee’s Marks and the Yiftee Materials. Customer owns all right, title and interest in and to Customer’s Marks.

5. Warranties Disclaimer . YIFTEE AND ITS LICENSORS MAKE NO WARRANTIES TO CUSTOMER,

EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY,

NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING OUT OF USAGE OR TRADE, COURSE OF DEALING AND COURSE OF PERFORMANCE.

6. Liability Limitation . EXCEPT FOR LIABILITY ARISING UNDER SECTION 8, NEITHER PARTY (NOR ITS

LICENSORS) WILL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS

AGREEMENT OR UNDER ANY CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE

THEORY, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHATSOEVER, FOR ANY

SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE AND IN NO EVENT SHALL EITHER PARTY’S LIABILITY EXCEED THE GREATER OF $500 OR THE AMOUNTS PAID AND/OR PAYABLE BY YIFTEE TO

CUSTOMER (AND/OR BY CUSTOMER TO YIFTEE, IF PAYMENTS ARE PAYABLE BY CUSTOMER TO YIFTEE IN ACCORDANCE WITH PROPOSAL) HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM.

7. Term and Termination.

7.1 Term. This Agreement shall be effective as of the Effective Date and shall continue in full force on an annual period from the Effective Date, and thereafter shall automatically renew annually, unless and until either party terminates this Agreement pursuant to Section 7.2.

7.2 Termination.
(a) Either party may, at its option, terminate this Ag reement upon thirty (30) days written notice to the other party for any reason or for no reason whatsoever. (b) Either party may terminate this Agreement if the other party materially breaches a term of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice of such breach from the non-breaching party.
(c) Participants are obligated to honor all outstandi ng eGifts issued by Yiftee for the entire duration of those eGift's validity periods. Termination does not relieve Participants from honoring conditions outlined in the Merchant Agreement.

7.3 Effect of Termination. Upon any terminati on: (a) Customer shall immediately cease all promotion of the Yiftee Services and shall immediately return to Yiftee, or at the option of Yiftee, destroy, all Confidential Information (as defined below) of Yiftee disclosed to Customer, Yiftee Materials, and any Yiftee Services, hardware and software provided to Customer here under, (b) Yiftee shall immediately return to Customer, or at the option of Customer, destroy, all Confidential Information of Customer disclosed to Yiftee here under, and (c) all licenses granted under this Agreement shall immediately cease. The following Sections shall survive termination and remain in effect 1, 4, 5, 6, 7.3, 8 and 9. Any termination of this Agreement shall be without prejudice to any other rights or remedies available under this Agreement or at law.

8. Confidentiality. Because of this Agreement, the parties may have access to information that is confidential to the disclosing party (“Confidential Information”). Confidential Information shall include,

Item: 11
332

Yiftee Community Card Customer Agreement, Revised 2022-09-18

without limitation, Purchaser lists and information relating to the parties’ products and pricing and all information designated as confidential by the disclosing party at the time of disclosure. A party’s Confidential Information shall not include any information which (i) becomes generally publicly available through no wrongful act or omission of the receiving party; (ii) is lawfully acquired by the receiving party from a third party without any breach of a confidentiality obligation; or (iii) is independently developed without use of or reference to the disclosing party’s Confidential Information. Each party agrees to maintain the confidentiality of the other party’s Confidential Information using the same degree of care that it uses with regard to its confidential information of like nature, but in no event less than reasonable care, and to protect as a trade secret any portion of the other party’s Confidential Information by preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. If required by law, the receiving party may disclose Confidential Information of the disclosing party, but will give adequate prior notice of such disclosure to the disclosing party to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefor. The parties acknowledge that money damages will not be an adequate remedy if this Section 8 is breached and, therefore, either party may, in addition to any other legal or equitable remedies, seek an injunction or other equitable relief against such breach or threatened breach without the necessity of posting any bond or surety.

9. Non-solicitation
During the term of this Agreement, neither party will (on behalf of itself or any other person or entity) solicit any Purchaser or Merchant of the other party to restrict, limit, or terminate such Purchaser’s or Merchant’s participation in the other party’s products and services.

10. Miscellaneous

10.1 Notices. Any notice or other communication requ ired or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of service if served personally or by facsimile transmission with confirmation, or three (3) days after mailing if mailed by First Class mail, registered or certified, postage prepaid, and addressed to the respective parties at the addresses set forth above, or at such other addresses as may be specified by either party pursuant to the terms and provisions of this section.

10.2 Assignment. Customer may no t assign or otherwise transfer, without the prior written consent of Yiftee, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part. Yiftee may freely assign or otherwise transfer this Agreement in connection with the sale of all or substantially all of its business or assets. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

10.3 Severability. Any provision of this Agreement that is determined to be unenforceable or unlawful shall not affect the remainder of the Agreement and shall be severable therefrom, and the unenforceable or unlawful provision shall be limited or eliminated to the minimum extent necessary to that this Agreement shall otherwise remain in full force and effect and enforceable.

10.4 Entire Agreement. This Agreement constitu tes the entire agreement between the parties and supersedes any and all prior agreements between them, whether written or oral, with respect to the subject matter hereof, and may not be amended, modified or provision hereof waived, except in a writing signed by the parties hereto. No waiver by either party, whether express or implied, of any provision of this Agreement, or of any breach thereof, shall constitute a continuing waiver of such provision or a breach or waiver of any other provision of this Agreement.

Item: 11
333

Yiftee Community Card Customer Agreement, Revised 2022-09-18

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Customer’s organization (Print): YIFTEE, INC.

Authorized signature: Authorized signature:

Name, Title: Name, Title: Donna Novitsky, Yiftee CEO

%&
%&$

$
&)
&&"$!)

##$"(%&""$

&)"
"$%&
$"%
&)!
$

%
$
'!
&)$

&&%&

Item: 11
334

Yiftee Community Card Customer Agreement, Revised 2022-09-18

Community Card Customer Agreement
APPENDIX A - Pricing
Customer and Participants are not required to pay Yiftee a subscription fee or a revenue share.

Customer will deliver funds to Yiftee via check, ACH or wire transfer in advance of launching the program and therefore, as a result, Customer qualifies to pay the reduced eDelivery fee of $0.50+3% of the face value of the gift upon purchase. If Customer or any other party desires to purchase gifts using a credit card, the normal fee of $1+5% of the face value of the gift will be charged. Customer must contact Yiftee to enable the option to use a credit card for purchase.

Participants receive full value of redemptions less credit card processing fees for a card-not-present (CNP) transaction upon redemption. Yiftee does not control these fees; they are set by the Merchant Acquirer who is their credit card processor.

Where permitted by law, Yiftee will implement a monthly maintenance fee on eGift Cards that have been inactive (i.e. no spending on the Card) for periods of greater than 12 consecutive months.

Participants may choose, at their discretion, to post Offers to encourage Purchasers to use their Community Cards in their stores.

No tipping is allowed on Yiftee eGift Cards.

The maximum and minimum prices of gifts are determined by Yiftee in its sole discretion.

Item: 11
335

5 1
6 8
7 ATTACHMENT 3
Item: 11
336

5 1
6 8
7 RESOLUTION NO. 2023-

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF LAKE FOREST, CALIFORNIA, AMENDING
THE 2021-2023 OPERATING BUDGET; AMENDING
APPROPRIATIONS FOR FISCAL YEAR 2022-23
WHEREAS, the 2021-2023 Operating Budget was adopted by the City Council on June 15, 2021; and
WHEREAS, the appropriations for Fiscal Year 2022-23 was adopted by the City Council on June 21, 2022;
WHEREAS, modifications are now required as a result of changes during Fiscal Year 2022-23.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE

FOREST DOES HEREBY RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS:

Section 1. The City Council’s adoption of this Resolution is not a project within the meaning of the California Environmental Quality Act. Specifically, the City’s adoption of the Resolution is an administrative and fiscal function of the City that does not commit the City to any specific project or course of action. (State CEQA Guidelines, sections 15378(b)(4) & (b)(5).) Thus, no environmental review of the Resolution is required. The City Council hereby directs staff to prepare, execute and file with the Orange County Clerk a Notice of Exemption within five working days of the adoption of this Resolution.

Section 2. The General Fund is amended to increase appropriations for Fiscal Year 2022-23 as demonstrated in Exhibit A.

Section 3. The City Clerk shall attest as to the adoption and execution of this Resolution and cause the same to be maintained in the permanent records of the City.

Item: 11
337

5 1
6 8
7 PASSED, APPROVED AND ADOPTED this 21st day of February 2022, by the following vote, to wit:

ATTEST:

DOUG CIRBO
MAYOR

LISA BERGLUND

CITY CLERK
APPROVED AS TO FORM:

MATTHEW RICHARDSON

CITY ATTORNEY

STATE OF CALIFORNIA )

COUNTY OF ORANGE ) SS

CITY OF LAKE FOREST )
I, Lisa Berglund, City Clerk of the City of Lake Forest, California, do hereby certify that the foregoing Resolution No. 2023- was duly passed and adopted at a regular meeting of the Lake Forest City Council on the 21st day of February 2023, by the following vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

LISA BERGLUND

CITY CLERK
Item: 11
338

5 1
6 8
7 EXHIBIT A
AMENDMENT TO 2021-2023

OPERATING BUDGET
FISCAL YEAR 2022-23

APPROPRIATIONS
General Fund Operating Appropriations
General
Fund/Expenditure
Program
Current
Budget
Increase
(Decrease) Amended Budget
Strategic Economic
Investment Program
Community Gift
Card Program
575,000 565,000 1,140,000
Catalytic
Converter Theft
Mitigation Program
114,154 60,000 174,154
Item: 11
339

ATTACHMENT 4
Item: 11
340

Buyer $1+5% eDelivery fee: Who pays buyer eDelivery fee, ____ you or ____ buyer (check one) Bonus gift $1 eDelivery fee and customer eD fees (if elected) paid out of funds on deposit.

Refunds: Purchasers may contact [email protected] for refunds but Yiftee will retain the eDelivery fee regardless of who paid it to cover costs.

Lake Forest shop and Dine Card
Tim Campbell
[email protected]
(424) 228-8517 x 1140
2/21/2023
While supplies last
500,000
50,000

x
25 25
50 50
2 180
x
180

Item: 11
341

Bonus gift signature (25 char limit, who it is from): ____________________________________.

Required Images:

Please provide a 760x100 pixel banner that clearly states your promo language such as Gift card 300 x 200 pixels minimum:

We can use your regular card image, or you can provide something custom. We recommend not a complete change so as not to confuse merchants, but you could add a BONUS indication.

Fee for promotion: Program Fee: waived (normally $100/location) eDelivery fee: $1/gift sent, deposited in advance of campaign start by check or ACH, along with gift funds.

Restocking fees for expired bonus gifts as described above.

Accepted on behalf of Community Yiftee, Inc.

Offer expires 8/31/2020, available while supplies last. Limit 4/purchaser.
the Lake Forest Shop & Dine Gift Card
6 months after purchase
City of Lake Forest
Debra Rose, City Manager
Item: 11
342

CITY COUNCIL AGENDA REPORT
MEETING DATE: 2/21/2023
DEPARTMENT: City Manager
SUBJECT:

SALE OF PROPERTY TO THE IRVINE RANCH WATER DISTRICT
RECOMMENDED ACTION(S):

1. Adopt a Resolution Entitled: A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF LAKE FOREST, CALIFORNIA, APPROVING THE SALE OF SERRANO SUMMIT PASSIVE PARK (APN 610-691-41) TO IRVINE

RANCH WATER DISTRICT AND AUTHORIZING THE CITY MANAGER

TO EXECUTE A PURCHASE AND SALE AGREEMENT ON BEHALF OF
THE CITY.

2. Adopt a Resolution Entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA, AMENDING THE 2021-2023 OPERATING BUDGET; AMENDING REVENUE ESTIMATES FOR
FISCAL YEAR 2022-23.

3. Find that the foregoing actions are exempt from environmental review under the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines (Cal. Code. Regs. Title 14) Section 15312, which applies to the declaration and sale of surplus government property.

EXECUTIVE SUMMARY:

In October 2020, the City Council amended sections of the Developer Agreement (“DA”) with Lennar Homes of California, Inc. (“Lennar”). The amendment required Lennar to make an irrevocable offer of dedication to the City of fee interest in the land where the former Passive/Nature Park (“Site”) was located.

The dedication must be for public purposes.

On May 21, 2021, Lennar transferred ownership, in fee simple, to the City for public purposes. Soon after, staff determined the location of the Site is isolated and physically separated from the residential development and Civic Center site.

Due to the grade differential between the Site and the residential development, visual surveillance of the proposed Site, both by the public and law enforcement, would be extremely difficult and the potential exists for this area to harbor nuisance activity. Staff contacted the Irvine Ranch Water District (“IRWD”) and Item: 12
343

negotiated a potential sale due to the Site’s proximity to the IRWD Baker Treatment Plant.

Staff is recommending the City approve the sale of the Site to the IRWD for valuable consideration in the appraised amount of $160,000 and approve the related Purchase and Sale Agreement (Attachment 1). The City declares the Site is exempt surplus land, contingent upon the Site being transferred in compliance with all the applicable requirements of California Government Code Sections 54221(f)(1)(D). In addition, staff recommends approval of the attached Resolution amending the 2021-2023 Operating Budget, amending revenue estimates for Fiscal Year 2022-23 (Attachment 2).

The City Attorney’s Office drafted the Purchase and Sale Agreement for the City Council’s review and approval.

BACKGROUND:

In 2008, a DA between the City and the IRWD was approved. In 2016, Lennar purchased the Site from the IRWD through a purchase agreement, which included provisions for the dedication of land for park facilities. Among these provisions is a 3.2-acre Passive/Nature Park. Under the DA, the developer was required to construct and install improvements to the Passive/Nature Park. It was later determined the planned Passive/Nature Park would be problematic to develop due to the remote location, lack of surveillance to abate nuisance activity, and accessibility challenges of the Site.

In October 2020, the City Council amended sections of the DA. The amendment required Lennar to make an irrevocable offer of dedication to the City of fee interest in the land where the former Passive/Nature Park was located. The dedication must be for public purposes. Lennar paid the City the amount of $1,750,000 as the mutually agreed estimated cost of constructing the Passive/Nature Park to the City’s standards. The City will use this money to construct, improve, or maintain parks, recreational, or open-space facilities within the city.

DISCUSSION:

At the time the Serrano Summit Area Plan was created, it was envisioned the proposed Site could be developed similarly to the City’s existing Nature Park.

However, the location of the Site is isolated and physically separated from the residential development and Civic Center site. The area separating the proposed Site from the developed portions of the community includes quasi-industrial facilities, such as water tanks, solar arrays, and a large stormwater detention Item: 12
344

basin. An access road exists through the area so large trucks and other service vehicles can access the Baker Treatment Plant. If the Site were to be developed into a functional park, residents wishing to access the Site would need to travel on foot through the nature trail. Due to the grade differential between the Site and the residential development, visual surveillance of the proposed Site, both by the public and law enforcement, would be extremely difficult. With the lack of surveillance from the developed portions of the community and from the Serrano Creek Trail, the potential exists for this area to harbor nuisance activity.

Additionally, the Site sits adjacent to the Baker Treatment Plant. Therefore, staff is recommending that the City sell the Site to the IRWD.

Appraisal
In June 2022, an appraisal of the Site was conducted (Attachment 3). The Appraisal Report complies with the reporting requirements as set forth under the Uniform Standards of Professional Appraisal Practice. The report outlines the considerations used to determine the opinion of value, such as a regional analysis, social and economic environments, immediate market analysis, and more. It also includes descriptions of the subject property, the property’s locale, the market for the property type, and the appraiser’s opinion of the highest and best use. It was determined that the market value of the Fee Simple Estate of the Site is $160,000.

Surplus Land Act
The Surplus Land Act (“SLA”) requires all local agencies to prioritize affordable housing, as well as parks and open spaces, when disposing of surplus land. The act requires that before a local agency takes any action to sell or lease the land, the land must be declared either “surplus land” or “exempt surplus land,” as supported by written findings. Recent legislation has created additional steps the City must follow prior to selling land and has given the California Department of Housing and Community Development (“HCD”) enhanced enforcement powers. “Surplus Land” means land owned by a local agency for which the local agency’s governing body takes formal action in a regular public meeting declaring that the land is surplus and is not necessary for the agency’s use. “Exempt surplus land” is land that falls under one of the SLA’s 11 exemptions. Staff is recommending that the City Council declare the Site “exempt surplus land” pursuant to California Government Code subdivision 54221(f)(1)(D). The sale of surplus property to a local agency is deemed exempt Surplus Land and therefore exempt from the noticing requirements of the SLA.

Upon the City’s determination that the Site is non-exempt surplus land, the property meets the requirements under Section 54221(f)(1) and the disposition is not subject to additional requirements under the Act. The attached Resolution Item: 12
345

declares the Site as such and is deemed exempt from the noticing requirements of the Act (Attachment 2).

Environmental Impact
The action is exempt from environmental review under CEQA pursuant to State CEQA Guidelines (Cal. Code. Regs. Title 14) Section 15312, which applies to the declaration and sale of surplus government property. When IRWD proposes a use for the Site that requires a discretionary permit and CEQA review, that future use and project will be analyzed at the appropriate time in accordance with CEQA.

FISCAL IMPACT:

Approval of the Resolution adjusting the 2021-2023 Operating Budget (Attachment 2) would increase the revenue appropriations for Fiscal Year 2022- 23 by $160,000.

ATTACHMENTS:

1. Resolution Approving the Purchase and Sale Agreement

2. Budget Adjustment Fiscal Year 2022-23 of the 2021-2023 Operating Budget

3. Appraisal Report – Serrano Summit Passive Park
Initiated By: Adrian Grijalva, Senior Management Analyst Submitted By: Keith D Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
Item: 12
346

4 9
6 7
3 ATTACHMENT 1
Item: 12
347

55136.00000\40872668.1
RESOLUTION NO. _________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

LAKE FOREST, CALIFORNIA, APPROVING THE SALE OF
SERRANO SUMMIT PASSIVE PARK (APN 610-691-41) TO

IRVINE RANCH WATER DISTRICT AND AUTHORIZING

THE CITY MANAGER TO EXECUTE A PURCHASE AND

SALE AGREEMENT ON BEHALF OF THE CITY
WHEREAS, the City of Lake Forest (“City”) acquired 3.2 acres of land, known as the Serrano Summit Passive Park location, Assessor’s Parcel Number 610-691-41 located in the City of Lake Forest, County of Orange (“Property”), by dedication pursuant to a Development Agreement between the City and Irvine Ranch Water District (“IRWD”) recorded on October 2, 2008 as Instrument No. 2008-486878. The legal description of the Property is included as an exhibit in the Purchase and Sale Agreement attached hereto as Exhibit “A” and incorporated by reference; and WHEREAS, on May 21, 2021, the Grant Deed (Instrument No. 2021000336282) Property was recorded (included as an exhibit in the Purchase and Sale Agreement attached hereto and incorporated by reference) transferring ownership, in fee simple, from Lennar Homes of California, Inc. to the City for public purposes; and WHEREAS, on June 1, 2022, an appraisal was completed by Michael J. Francis which valued the property at One Hundred Sixty Thousand Dollars ($160,000.00), which is attached to the staff report and incorporated by reference; and WHEREAS, the Surplus Land Act (California Government Code Section 54220 et seq.) requires the City to declare property as “surplus land” or “exempt surplus land” before the City may dispose of the property; and
WHEREAS, California Government Code Section 54221(f)(1) identifies categories of property that constitute “exempt surplus land,” which need not be made available to other public entities and affordable housing sponsors prior to disposition; and
WHEREAS, California Government Code Section 54221(f)(1)(D) provides that property transferred to a local agency for that agency’s use is “exempt surplus land” under the Surplus Land Act; and
WHEREAS, the City intends to transfer the Property to the IRWD for the IRWD’s use in compliance with 54221(f)(1)(D) accepting IRWD’s proposed offer as described in the Purchase and Sale Agreement attached hereto as Exhibit “A”; and Item: 12
348

55136.00000\40872668.1
WHEREAS, in accordance with Government Code sections 37350 & 37351, the City is disposing of the Property for the common benefit and the benefit of the City and IRWD intends to use the Property for public purposes; and WHEREAS, the disposition of the Property in compliance with California Government Code Section 54221(f)(1)(D) constitutes the disposal of exempt surplus land and, pursuant to California Government Code Section 54222.3, is not subject to the provisions of the Surplus Land Act; and
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Lake Forest as follows:

Section 1. Recitals. The recitals above are true and correct and are incorporated as a basis for the findings.

Section 2. Approval. The City Council hereby approves the sale of the Property to IRWD for valuable consideration in the appraised amount of One Hundred Sixty Thousand Dollars ($160,000.00) and approves the related Purchase and Sale Agreement attached hereto as Exhibit “A.” The City Council hereby finds that the sale of the Property to IRWD is for the common benefit and in the best interest of the City for the above stated reasons.

Section 3. Exempt Surplus Land Declaration. The City Council hereby declares that the Site is exempt surplus land, contingent upon the Site being transferred in compliance with all the applicable requirements of California Government Code Sections 54221(f)(1)(D).

Section 4. Common Benefit Declaration. The sale of the Site to IRWD is for the common benefit pursuant to Government Code section 37350.

Section 5. Signature Authority. The City Manager, or designee, is authorized to take any and all actions necessary to facilitate the purposes of this Resolution including, without limitation, execution of the Purchase and Sale Agreement and any documents required for recording in the Recorder’s office for the County of Orange.

Section 6. CEQA. The City Council finds that the approval of this Resolution is not subject to the California Environmental Quality Act ("CEQA") under Title 14 of the California Code of Regulations, Section 15312 (Class 12, sale of surplus properties).

Further, pursuant to Sections 15060(c)(2), the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment.

Section 7. Effective Date. This Resolution shall take effect upon adoption by the City Council.

Item: 12
349

55136.00000\40872668.1
PASSED, APPROVED AND ADOPTED this ___________, 2023, by the following vote, to wit:

DOUG CIRBO
MAYOR
ATTEST:

LISA BERGLUND, CMC

CITY CLERK
APPROVED AS TO FORM:

MATTHEW E. RICHARDSON

CITY ATTORNEY
Item: 12
350

09959.00000\40872534.1
19189954.1

STATE OF CALIFORNIA )

COUNTY OF ORANGE ) SS

CITY OF LAKE FOREST )
I, Lisa Berglund, City Clerk of the City of Lake Forest, California, do hereby certify that the foregoing Resolution No. __ was duly passed and adopted at a regular meeting of the Lake Forest City Council on the ____ day of ______, 2023 by the following vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:
__________________________

LISA BERGLUND, CMC

CITY CLERK
Item: 12
351

09959.00000\40872534.1

2 19189954.1

EXHIBIT A
Purchase & Sale Agreement
Item: 12
352

09959.00000\40872534.1

3 19189954.1

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions (this "Agreement") is made as of February ______, 2023 (the "Effective Date"), between the City of Lake Forest ("Seller") and the Irvine Ranch Water District ("Buyer").

ARTICLE 1. AGREEMENT OF SALE.

Subject to and on the terms and conditions of this Agreement, Seller shall sell to Buyer and Buyer shall purchase from Seller all of the following (collectively, the "Property"):

1.1 Land. The real property which is more particularly described in Exhibit A, together with (a) all privileges, rights, easements and appurtenances belonging to the real property, including without limitation all minerals, oil, gas and other hydrocarbon substances on and under the real property, (b) all development rights, air rights, water, water rights and water stock relating to the real property, and (c) all right, title and interest of Seller in and to any streets, alleys, passages, other easements and other rights-of-way or appurtenances included in, adjacent to or used in connection with such real property, before or after the vacation thereof (collectively, the "Land");

1.2 Improvements. Any and all structures, systems, facilities, fixtures, fences and parking areas located on the Land and any and all machinery, equipment, apparatus and appliances used in connection with the operation or occupancy of the Land and other improvements located upon the Land (collectively, the "Improvements").

The Land and the Improvements are sometimes collectively referred to in this Agreement as the "Property";

1.3 Personal Property. All of Seller's right, title and interest in and to any personal property located within or used in connection with the Property (collectively, the "Personal Property").

1.4 Other Assets. To the extent owned by Seller, all tangible and intangible assets of any nature relating to the Property or the Improvements and/or Personal Property, including without limitation (a) all warranties upon the Improvements and/or Personal Property, to the full extent such warranties are assignable, (b) copies of all plans, specifications, engineering drawings and prints relating to the construction of the Improvements, (c) all license agreements, copyrights, logos, designs, trademarks, trade names, service marks and all goodwill associated with the Property, (d) all other intellectual or intangible property used by Seller in connection with the Property; and (e) all claims and causes of action arising out of or in connection with the Property.

ARTICLE 2. PURCHASE PRICE.

2.1 Amount. The purchase price (the "Purchase Price") for the Property shall be One Hundred Sixty Thousand Dollars ($160,000.00).

Item: 12
353

09959.00000\40872534.1

4 19189954.1

2.2 Purchase Price. On or before the Closing Date (as defined below), Buyer shall pay to sellerthe Purchase Price, which shall be made by wire transfer of federal funds, cashiers check or in another immediately available form.

ARTICLE 3. DUE DILIGENCE.

3.1 Due Diligence Period; Inspection and Access.

3.1.1 Due Diligence Period. The "Due Diligence Period" means the period beginning on the Effective Date and ending at 11:59 p.m. on the tenth (10th) day after the Effective Date. Notwithstanding the foregoing, Buyer shall have the option to extend the Due Diligence Period by seven (7) days (“Extended Due Diligence Period”), upon written notice to Seller at any time prior to the expiration of the Due Diligence Period.

3.1.2 Access to Information and the Property. Buyer shall conduct its investigation of the Property during the Due Diligence Period or Extended Due Diligence Period, if applicable, at no cost to Seller. This investigation ("Due Diligence Investigation") may include, at Buyer's option: a physical inspection of the Land and all Improvements thereon, including soil, geological and other tests, engineering evaluations of the mechanical; review of all governmental matters affecting the Property, including zoning, environmental and building permit and occupancy matters; review and verification of all financial and other information previously provided by Seller relating to the operation of the Property; review of the condition of title to the Property; and review of such other matters pertaining to an investment in the Property as Buyer deems advisable. In addition to the Preliminary Documents delivered to Buyer pursuant to Section 3.2, Buyer and its representatives shall have the right of access during reasonable business hours to all files, books and records maintained by Seller or its agents (including, without limitation, all of the Additional Documents to be made available to Buyer at the Property pursuant to Section 3.3), wherever located, relating to the Property, including the right to copy the same.

Buyer and its representatives shall also have the right of access to the Property during reasonable business hours to conduct its investigation of the physical condition of the Property. Seller agrees that the rights granted to Buyer herein and the results of its Due Diligence Investigation shall not relieve Seller of any obligations Seller may have under any other provisions of this Agreement, or under other documents entered into concurrently herewith, or implied by law, nor shall they constitute a waiver by Buyer of the right to enforce any of the same. Seller shall cooperate with Buyer in its due diligence activities and provide access to the Property, its records, or provide information so long as it is within Seller's control.

3.2 Delivery of Preliminary Documents. Within five (5) business days after the Effective Date, Seller shall deliver to Buyer, at Seller's expense, all of the documents described in the remaining subsections of this Section 3.2 (collectively, the "Preliminary Documents") in Seller's possession or control.

3.2.1 Title Report and Survey. A preliminary title report or commitment for title insurance (the "Preliminary Title Report"), if not already provided by the Buyer, dated no earlier than ten (10) days before the Effective Date, covering the Property and issued by a title insurance company or companies acceptable to Buyer (the "Title Company"), together with a legible copy of each document, map and survey referred to in the Preliminary Title Report. Buyer, at Buyer's Item: 12
354

09959.00000\40872534.1

5 19189954.1
sole cost, may obtain an as-built survey of the Property (the "Survey") prepared by a certified land surveyor in accordance with the most recent American Land Title Association standards, certified by such surveyor to Buyer and the Title Company in a form acceptable to the Title Company for the purpose of deleting any survey exception from the Title Policy described in Section 4.1.3.

3.2.2 Soils Report. Any soils report on the Land prepared at Seller's request or in the possession or control of Seller, including (if available) a report on compliance with any soils work recommended to be done prior to construction of the Improvements;

3.2.3 Licenses, Etc. Copies of any licenses, permits or certificates required by governmental authorities in connection with construction or occupancy of the Improvements, including, without limitation, building permits, certificates of completion, certificates of occupancy and environmental permits and licenses;

3.2.4 Inspection Reports. Copies of all written reports received by Seller within three (3) years prior to the Effective Date from Seller's insurance companies, any governmental agency or any other person or entity, which requires or demands correction of any condition, or requests modification in or termination of any uses of the Property, accompanied by Seller's summary of (a) any oral reports from such insurance companies or governmental agencies, and (b) the present status of any matter noted in any oral or written report.

3.3 Additional Documents and Information. From the Effective Date through the Closing Date, Seller shall make available to Buyer at the Property in accordance with Section 3.1, the documents and information described in this Section 3.3 (collectively, the "Additional Documents"):

3.3.1 Agreements. Copies of written, and written descriptions of oral, easements, covenants, restrictions, agreements, contracts and other documents, whether existing or, to the knowledge of Seller, proposed as of the Effective Date, including without limitation any agreements relating to the insurance, service, operation, repair, supply, advertising, promotion, sale, leasing or management of the Property, which (a) affect the Property, (b) are not disclosed by the Preliminary Title Report, and (c) have not been delivered to Buyer pursuant to Section 3.2.

If no such documents exist, Seller shall furnish its certification to that effect;

3.3.2 Warranties. Copies of any and all guarantees or warranties and other rights given to Seller in connection with the construction, maintenance, repair or remodeling of the Improvements, periodic inspections, or the purchase of any of the Personal Property. If no such documents exist, Seller shall furnish its certification to that effect;

3.3.3 Insurance Policies. Copies of certificates evidencing the insurance carried by Seller of the Property;

3.3.4 Other Documents. All data, correspondence, documents, agreements, waivers, notices, applications and other records with respect to the Property relating to transactions with taxing authorities, governmental agencies, utilities, vendors and others with whom Buyer may be dealing from and after the Closing Date; and
Item: 12
355

09959.00000\40872534.1

6 19189954.1

3.4 Approval/Disapproval of Due Diligence Investigations. Buyer shall approve or disapprove the results of Buyer's Due Diligence Investigation, in the exercise of Buyer's sole discretion, by written notice delivered to Seller no later than the expiration of the Due Diligence Period or the Extended Due Diligence Period, if applicable. Buyer's disapproval shall terminate this Agreement unless, at the time Buyer gives notice of its disapproval, Buyer also notifies Seller of Buyer's desire to enter into negotiations with Seller for the purpose of reaching an accommodation concerning the disapproval (“Disapproval Accommodation Notice”). If Buyer so notifies Seller and the parties have not reached a written agreement satisfactory to both of them regarding the disapproval within ten (10) days after the date of the Disapproval Accommodation Notice, Buyer, at its option, may either (a) elect to terminate this Agreement by so notifying Seller, or (b) elect to proceed with the transactions contemplated by this Agreement notwithstanding its earlier disapproval. If Buyer fails to deliver to Seller notice of its approval or disapproval of the results of its Due Diligence Investigation, Buyer shall be deemed to have disapproved such results.

If Buyer terminates the Agreement in any manner contemplated in this Section 3.4, then within five (5) business days of such termination, (i) Buyer shall return to Seller all of the Preliminary Documents and Additional Documents previously delivered by Seller to Buyer..

3.4.1 No Credits or Repairs. Seller will not provide Buyer with any credit, nor make any repairs to the Property, unless specifically required by the Inspection which warrants Seller to be responsible. Should Seller refuse to provide Buyer with any credit or repair, Buyer will have the ability to terminate their purchase of the Property.

3.5 Title Review.

3.5.1 Monetary Liens. At its expense, Seller shall remove all liens on the Property at or prior to the Closing (collectively, "Monetary Liens"): (i) all delinquent taxes, bonds and assessments and interest and penalties thereon (it being agreed that Seller shall not be required to remove any non-delinquent taxes and assessments imposed by any governmental agency that are paid with the property taxes for the Property); and (ii) all other monetary liens, including without limitation all those shown on the Preliminary Title Report (including judgment and mechanics' liens, whether or not liquidated, and mortgages and deeds of trust, with Seller being fully responsible for any fees or penalties incurred in connection therewith).

3.5.2 Approval/Disapproval of Title Review. Buyer shall approve or disapprove of the Preliminary Title Report, the Survey and any exceptions to title shown thereon (other than the Monetary Liens) in the exercise of Buyer's sole discretion, by the expiration of the Due Diligence Period or Extended Due Diligence Period, if applicable. If Buyer disapproves, Buyer may either (a) terminate this Agreement by giving Seller written notice of termination or (b) give Seller a written notice ("Disapproval Notice") identifying the disapproved title matters ("Disapproved Title Matters"). With respect to any Disapproved Title Matters, other than the Monetary Liens, Seller shall notify Buyer in writing within five (5) days after Seller's receipt of the Disapproval Notice whether Seller will cause the Disapproved Title Matters to be removed or cured at or prior to Closing. If Seller elects not to remove or cure all Disapproved Title Matters, Buyer may, at its option: (i) subject to satisfaction of the other conditions to Closing, close the purchase of the Property and take title subject to the Disapproved Title Matters which Seller elects not to remove or cure; or (ii) terminate this Agreement in accordance with Section 9.6.1.

Item: 12
356

09959.00000\40872534.1

7 19189954.1

3.5.3 Buyer's Options. If any Disapproved Title Matters (including the Monetary Liens) have not been removed at least five (5) days prior to Closing or provision for their removal at the Closing has not been made to Buyer's satisfaction, Buyer may, at its option: (i) close the purchase of the Property and take title subject to the Disapproved Title Matters which have not been removed; (ii) close the purchase of the Property and cure or remove the Disapproved Title Matters which have not been removed. Buyer may credit the costs of such cure or removal against the Purchase Price by reducing the amount of cash payable by Buyer at the Closing, but only to the extent such costs are expended to remove (A) Monetary Liens referred to in Section 3.5.1 or (B) Disapproved Title Matters which Seller agreed to remove; or (iii) terminate this Agreement in accordance with Section 9.6.1.

3.5.4 Failure to Disapprove. If Buyer fails to notify Seller of its approval or disapproval of the Preliminary Title Report, the Survey or the exceptions shown thereon by the end of the Due Diligence Period or Extended Due Diligence Period, if applicable, then Buyer shall be deemed to have disapproved the same.

ARTICLE 4. CONDITIONS PRECEDENT.

4.1 Buyer's Conditions. Buyer's obligations under this Agreement are expressly subject to the timely fulfillment of the conditions set forth in this Section 4.1 on or before the Closing Date, or such earlier date as is set forth below. Each condition may be waived in whole or in part by Buyer by written notice to Seller.

4.1.1 Due Diligence. Buyer having approved of the results of its Due Diligence Investigation pursuant to Section 3.4;

4.1.2 Title Review. Buyer having approved of the results of its review of title pursuant to Section 3.5.

4.1.3 Title Policy. Seller having caused the Title Company to deliver to Buyer (a) a CLTA Owner's policy of title insurance, provided that Buyer may require an ALTA Owner's Policy if Buyer pays the incremental premium for ALTA coverage ("Title Policy") (or at Buyer's election a binder therefor) for the Property, or (b) the Title Company's irrevocable commitment to issue such policy of title insurance, (including such coinsurance, reinsurance and endorsements as Buyer shall require), with liability equal to the Purchase Price showing fee title to the Property vested in Buyer and subject only to: (i) the matters and exceptions which were approved by Buyer pursuant to Section 3.5; and (ii) the standard printed exceptions in the form of title policy called for (collectively, "Conditions of Title").

4.1.4 Performance of Covenants. Seller performing and complying in all material respects with all of the terms of this Agreement to be performed and complied with by Seller prior to or at the Closing.

4.1.5 Representations and Warranties. The representations and warranties of Seller set forth in Article 5 being true and accurate on the Closing Date, as if made on such date.

Item: 12
357

09959.00000\40872534.1

8 19189954.1

4.1.6 Non-Foreign Certification. Seller having executed and delivered to Buyer on or prior to the Closing Date a certification (the "Non-Foreign Certification"), substantially in the form of Exhibit B.

4.1.7 California Certification. Seller having furnished the residency certification required pursuant to Sections 18805 and 26131 of the California Revenue and Taxation Code or having authorized Escrow Holder in writing to withhold from the Purchase Price the amounts required to be withheld by such Sections.

4.2 Seller's Conditions. Seller's obligations under this Agreement are expressly subject to the timely fulfillment of the conditions set forth in this Section 4.2 on or before the Closing Date, or such earlier date as is set forth below. Each condition may be waived in whole or part by Seller by written notice to Buyer.

4.2.1 Covenants. Buyer performing and complying in all material respects with all of the terms of this Agreement to be performed and complied with by Buyer prior to or at the Closing.

4.2.2 Representations and Warranties. The representations of Buyer set forth in Article 6 being true and accurate on the Closing Date, as if made on such date.

ARTICLE 5. SELLER'S REPRESENTATIONS AND WARRANTIES.

Subject to the Disclaimer of Warranties contained in Section 5.21, and subject to Buyer's opportunity to conduct its Due Diligence Investigation of the Property, Seller hereby makes the following representations and warranties to Buyer with the understanding that each such representation and warranty is material and is being relied upon by Buyer:

5.1 Defects. To the best of Seller's knowledge, the Improvements and the Personal Property are in good condition and repair and are free of any latent or patent design, construction, physical or mechanical defects and there is no actual or threatened settlement, earth movement, termite infestation or damage affecting the Property.

5.2 Compliance. To the best of Seller's knowledge, the Property, and the operation thereof, are in compliance with all applicable laws, ordinances, rules, regulations, judgments, orders, covenants, conditions, restrictions, whether federal, state, local, foreign or private. Seller has not received any request either formal or informal, oral or written, that Seller modify or terminate any use of the Property. The zoning of the Property permits the current Improvements and use of the Property, and, there is no pending or to Seller's knowledge, contemplated rezoning.

The Property complies with all applicable subdivision laws and all local ordinances enacted thereunder and no subdivision or parcel map not already obtained is required to transfer the Property to Buyer.

5.3 Documents. All of the Preliminary Documents and the Additional Documents which have been delivered or made available to Buyer pursuant to Article 3, and all other documents delivered to Buyer by or on behalf of Seller are, to the best of Seller’s knowledge, true, correct and complete copies of what they purport to be.

Item: 12
358

09959.00000\40872534.1

9 19189954.1

5.4 Intentionally Omitted.

5.5 Taxes and Condemnation. Except as disclosed on Schedule 5.5, there are no presently pending or, to Seller's knowledge, contemplated special taxes or assessments which will affect the Property. There are no presently pending or, to Seller's knowledge, contemplated proceedings to condemn or demolish the Property or any part of it.

5.6 Utilities. To the best of Seller's knowledge, all water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by law or by the normal operation of the Property, are (a) installed to the property lines of the Property, (b) connected to the Property, (c) adequate to service the Property in its present use and to permit full compliance with all requirements of law and normal usage by the occupants of the Property and (d) in good working order and repair. All such utilities and storm and sanitary sewers required for the operation of the Property enter the Land through adjoining public streets or through adjoining private land in accordance with valid public or private easements that will inure to the benefit of Buyer.

5.7 Licenses. To the best of Seller's knowledge, Seller has all required licenses, permits (including, without limitation, all building permits and occupancy permits), easements and rights- of-way which are required in order to continue the present use of the Property. Seller has no knowledge of any law or regulation of any governmental authority having jurisdiction which might require the Property to be improved beyond its present state or which might restrict the use and enjoyment of the Property in the manner it is presently being used and enjoyed.

5.8 Contracts/Leases/Occupancy Rights. To the best of Seller’s knowledge, there are no agreements or other obligations to which Seller is a party or by which it or the Property is bound which may affect the current use or occupancy of the Property, nor are there any current leases, occupancy or operating agreements in force. No party besides Seller has a right to occupancy, tenancy, or a license to use or enter the Property.

5.9 Litigation. To the best of Seller's knowledge, there are no actions, suits, proceedings, judgments, orders, decrees or governmental investigations pending or threatened against the Property or Seller which could affect the Property or the purchase, use or enjoyment thereof by Buyer.

5.10 Agreements with Governmental Authorities. To the best of Seller's knowledge, there are no agreements with governmental authorities, agencies, utilities or quasi-governmental entities which affect the Property except those agreements which are identified in the Preliminary Title Report and those matters which are disclosed by the Survey.

5.11 Intentionally Omitted.

5.12 Hazardous Materials.

5.12.1 Definitions. For purposes of this Agreement:
(a) "Environmental Law(s)" means the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901 et seq., the Item: 12
359

09959.00000\40872534.1

10 19189954.1
Toxic Substances Control Act, 15 U.S.C. Sections 2601 et. seq., the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq., the Clean Water Act, 33 U.S.C. Sections 1251 et seq., [The Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. H&S Code Sections 25249.5- 25249.13), the Carpenter-Preseley-Tanner Hazardous Substance Account Act (Cal. H&S Code Sections 25300 et seq.), and the California Water Code Sections 1300, et seq.], as said laws have been supplemented or amended to date, the regulations promulgated pursuant to said laws and any other federal, state or local law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, cleanup, transportation or Release or threatened Release into the environment of Hazardous Material.
(b) "Hazardous Material" means any substance which is
(i) designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any Environmental Law, as currently in effect or as hereafter amended or enacted, (ii) a petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) asbestos, (vi) flammable explosives, (vii) infectious materials or (viii) radioactive materials. (c) "Release" means any spilling, leaking, pumping, pouring, emitting, discharging, injecting, escaping, leaching, dumping or disposing into the environment of any Hazardous Material (including the abandonment or discarding of barrels, containers, and other receptacles containing any Hazardous Material).

5.12.2 Representations. Except as otherwise disclosed:
(a) To the best of Seller's knowledge the Property and all existing uses and conditions of the Property are in compliance with all Environmental Laws, and Seller has not received any written notice of violation issued pursuant to any Environmental Law with respect to the Property or any use or condition thereof.
(b) To the best of Seller's knowledge neither Seller nor any other present or former owner of the Property has used, handled, stored, transported, released or disposed of any Hazardous Material on, under or from the Property in violation of any Environmental Law. (c) To the best of Seller's knowledge there is no Release of any Hazardous Material existing on, beneath or from or in the surface or ground water associated with the Property.
(d) To the best of Seller's knowledge all required permits, licenses and other authorizations required by or issued pursuant to any Environmental Law for the ownership or operation of the Property by Seller have been obtained and are presently maintained in full force and effect.
(e) To the best of Seller's knowledge there exists no writ, injunction, decree, order or judgment outstanding, nor any lawsuit, claim, proceeding, citation, directive, summons or investigation pending or, to Seller's knowledge, threatened pursuant to any Environmental Law relating to (i) the ownership, occupancy or use of any portion of the Property by Seller or occupant or user of any portion of the Property or any former owner of any portion of the Property, (ii) any alleged violation of any Environmental Law by Seller or occupant or user of Item: 12
360

09959.00000\40872534.1

11 19189954.1
any portion of the Property or any former owner of any portion of the Property or (iii) the suspected presence, Release or threatened Release of any Hazardous Material on, under, in or from any portion of the Property.
(f) To the best of Seller's knowledge, there are no above-ground or underground tanks located on the Property used or formerly used for the purpose of storing any Hazardous Material.
(g) To the best of Seller's knowledge, no asbestos abatement or remediation work has been performed on the Property.
(h) To the best of Seller's knowledge, there is no PCB-containing equipment or PCB-containing material located on or in the Property.

5.13 Title to the Property. To Seller's knowledge, there are no unrecorded or undisclosed documents or other matters which affect title to the Property. Seller has enjoyed the continuous and uninterrupted quiet possession, use and operation of the Property.

5.14 Intentionally Omitted.

5.15 Zoning. Seller has received no written notice from any governmental agency that the Property is not in compliance with zoning requirements and laws.

5.16 Foreign Person. Seller is not a "foreign person" within the meaning of Section 1445(f) of the Internal Revenue Code.

5.17 Intentionally Omitted.

5.18 Inspections. Schedule 5.19 accurately describes (a) all inspections of the Property by any governmental agency or insurance company occurring within three (3) years prior to the Effective Date, (b) all matters which were noted by such governmental agency or insurance company as requiring correction, requesting or recommending modifications or termination of uses of the Property and (c) the present status of each such noted matter.

5.19 Misstatements and Omissions. Neither the representations and warranties made by Seller in this Article 5 nor elsewhere in this Agreement contain any untrue statement or any omission of a material fact.

5.20 Disclaimer of Warranties; "AS IS" Purchase. Buyer acknowledges that it will have had an opportunity to conduct its Due Diligence Investigation of the Property and will acquire the Property in its current condition based thereon. Buyer acknowledges and agrees that the Property is to be conveyed by Seller to Buyer "as is, with all faults," and substantially in its current condition. Buyer further acknowledges and agrees that, except for the representations and warranties by Seller set forth in this Section 5, the sale of the Property to Buyer is made without any warranty or representation of any kind by Seller, either express or implied or arising by operation of law, and Seller shall have no liability with respect to the nature, value, uses, habitability, merchantability, suitability, condition, design, operation, rents, financial condition or prospects, fitness for purpose or use, or the manner, construction, condition or state of repair or Item: 12
361

09959.00000\40872534.1

12 19189954.1
lack of repair of the improvements of the Property (or any part thereof), or any other aspect, portion or component of the Property whatsoever, it being specifically understood and agreed that Buyer shall have full opportunity, during the Due Diligence Investigation, to determine for itself the condition of the Property.

Buyer's Initials:_________
ARTICLE 6. BUYER'S REPRESENTATIONS AND WARRANTIES.

Buyer makes the following representation and warranties to Seller with the understanding that each such representation and warranty is material and is being relied upon by Seller:

6.1 Buyer's Authority. The execution, delivery and performance of this Agreement by Buyer have been duly and validly authorized by all necessary action and proceedings, and no further action or authorization is necessary on the part of Buyer in order to consummate the transactions contemplated herein.

6.2 No Conflict. Neither the execution nor delivery of this Agreement by Buyer, nor performance of any of its obligations hereunder, nor consummation of the transactions contemplated hereby, shall conflict with, result in a breach of, or constitute a default under, the terms and conditions of the organizational documents pursuant to which Buyer was organized, or any agreement to which Buyer is a party or is bound, or any order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over Buyer.

ARTICLE 7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION.

7.1 Survival of Warranties. Buyer and Seller agree that each representation and warranty in Articles 5 and 6, respectively, shall survive the Closing Date and shall not merge with the delivery to Buyer of the Grant Deed.

7.2 Notice of Changed Circumstances. If either party becomes aware of any fact or circumstances which would render false or misleading a representation or warranty made by such party, then it shall immediately give notice of such fact or circumstance to the other party, but such notice shall not relieve any party of any liabilities or obligations with respect to any representation or warranty.

7.3 Indemnification.

7.3.1 Seller's Indemnity. Seller's obligations pursuant to this Section 7.3.1 shall survive the Closing. Seller at its sole cost and expense hereby agrees to indemnify, defend (with counsel acceptable to Buyer), protect and hold harmless Buyer, from and against any and all claims, demands, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action and compliance requirements, enforcement and clean-up actions of any kind, and all costs and expenses incurred in connection therewith, including, without limitation, actual attorneys' fees and costs of defense and costs and expenses of Item: 12
362

09959.00000\40872534.1

13 19189954.1
all experts and consultants (collectively, the "Losses"), arising directly or indirectly, in whole or in part, out of any one or more of the following:
(a) the breach or alleged breach of any covenant of Seller contained in this Agreement or the inaccuracy or alleged inaccuracy of any representation or warranty of Seller contained in this Agreement;
(b) Seller's ownership of the Property or the operation of the Property prior to the Closing Date; or
(c) the presence on, in or under the Property of any Hazardous Material on or before the Closing Date, any Release of any Hazardous Material, on, under or from the Property prior to the Closing Date or the use, generation, manufacturing, production, handling, storage, transport, discharge or disposal of any such Hazardous Materials on or before the Closing Date, from, under or about the Property, irrespective of whether any of such activities were or will be undertaken in accordance with Environmental Law or other applicable laws, regulations, codes and ordinances. The indemnity contained in this paragraph (c) shall further apply, without limitation, to: (i) all residual contamination and contamination affecting any natural resources; (ii) all consequential damages; (iii) the costs of any required remediation or removal work on the Property, including, without limitation: (A) costs of remediation or removal incurred by the United States Government or the State or any other person; and (B) fines or penalties which arise from the provisions of any statute, state or federal; and (iv) liability for personal injury or property damage arising under any statutory or common-law tort theory, including damages assessed for the maintenance of a public or private nuisance, response costs or for the carrying on of an abnormally dangerous activity.

7.3.2 Buyer's Indemnity. Buyer's obligations pursuant to this Section 7.3.2 shall survive the Closing. Buyer at its sole cost and expense hereby agrees to indemnify, defend (with counsel acceptable to Buyer), protect and hold harmless Seller, and their respective directors, officers and agents from and against any and all Losses, arising directly or indirectly, in whole or in part, out of any one or more of the following:
(a) the breach or alleged breach of any covenant of Buyer contained in this Agreement or the inaccuracy or alleged inaccuracy of any representation or warranty of Buyer contained in this Agreement and
(b) Buyer's ownership of the Property or the operation of the Property after the Closing Date.

ARTICLE 8. SELLER'S PRECLOSING COVENANTS.

Seller shall comply with the covenants contained in this Article 8 from the Effective Date through the Closing Date unless Buyer consents otherwise in writing. Buyer may grant or withhold any such consent requested by Seller in Buyer's sole discretion.

8.1 Contracts and Documents. Seller shall not, without Buyer's approval, not to be unreasonably withheld or delayed, (a) amend or waive any right under any Preliminary Document Item: 12
363

09959.00000\40872534.1

14 19189954.1
or Additional Document, or (b) enter into any material agreement of any type affecting the Property that would survive the Closing Date.

8.2 Insurance. Seller shall maintain or cause to be maintained in full force and effect its present insurance policies for the Property.

8.3 Compliance with Obligations. Seller shall fully and timely comply with all obligations to be performed by it under the other Preliminary Documents, the Conditions of Title and all permits, licenses, approvals and laws, regulations and orders applicable to the Property.

8.4 No Transfers. Seller shall not sell, encumber or otherwise transfer any interest in all or any portion of the Property, or agree to do so.

8.5 Maintenance. At its sole cost and expense, Seller shall operate and maintain the Property such that on the Closing Date the Property shall be in at least as good a condition and repair as on the Effective Date, reasonable wear and tear excepted. Without limiting the generality of the foregoing, Seller shall, at a minimum, spend such amounts for repair and maintenance as are consistent with its prior practice. Seller shall promptly advise Buyer of any significant repair or improvement required to keep the Property in such condition. Seller shall not make any material alterations to the Property, or remove any of the Personal Property therefrom, without Buyer's prior consent, unless such Personal Property so removed is simultaneously replaced with new Personal Property of similar quality and utility.

8.6 Best Efforts. Seller shall use its best efforts to cause the conditions set forth in Section 4.1 to be satisfied by the Closing Date, and Seller shall not take or permit any action that would result in any of the representations and warranties set forth in Article 5 becoming false or incorrect.

ARTICLE 9. CLOSING.

9.1 Time. Provided all conditions set forth in Article 4 have been either satisfied or waived, the parties shall close this transaction (the "Closing"), no later than fifteen (15) days following the Effective Date (the "Closing Date"), as such date may be extended by the provisions of Article 10.

9.2 Closing Date Transaction. On or before the Closing Date, Buyer and Seller shall perform the following:

9.2.1 Buyer's Transfer of Documents and Funds. Buyer shall transfer to Seller:
(a) The Purchase Price in accordance with the provisions of Article 2, plus or minus prorations as provided in Section 9.8, by cashier's or certified check or electronic transfer of federal funds; and
(b) Such additional documents as may be necessary or desirable for conveyance of the Property in accordance with this Agreement.

9.2.2 Item: 12
364

09959.00000\40872534.1

15 19189954.1

9.3 Seller’s Transfer of Documents. Upon receipt of the Purchase Price and any additional documents noted in Section 9.2.1(b), Seller shall transfer to Buyer:

9.3.1 A duly executed and acknowledged grant deed, in the form acceptable to Buyer, conveying the Property to Buyer ("Grant Deed") in the form attached as Exhibit C;

9.3.2 A duly executed bill of sale, if necessary, conveying the Personal Property to Buyer free and clear of liens, encumbrances and restrictions ("Bill of Sale");

9.3.3 A certificate executed by Seller stating that all representations and warranties made by Seller pursuant to this Agreement are true and correct as of the Closing Date ("Seller's Certificate");

9.3.4 All costs of Closing, including, but not limited to, the CLTA increment of the premium for the Title Policy, recording fees, transfer taxes and fees, sales tax and any other costs of Closing customarily paid by sellers of real property, plus or minus prorations as provided in Section 9.8; provided that, subject to Section 9.6, Buyer and Seller shall bear their own attorneys' fees and costs in connection with the negotiation and preparation of this Agreement and the transactions completed by this Agreement;

9.3.5 Seller's Non-foreign Certification;

9.3.6 All records and files relating to the management or operation of the Property, including, without limitation, property tax bills, insurance, and property taxes; and

9.3.7 Such additional documents as may be necessary or desirable for conveyance of the Property in accordance with this Agreement.

9.4 Default, Termination and Remedies.

9.4.1 Buyer's Termination. This Agreement shall automatically terminate without further notice or action by Buyer upon the occurrence of any of the following events, provided that Buyer is not then in material breach of this Agreement: (a) any condition to Closing contained in Section 4.1 has not been satisfied or waived by Buyer by the Closing Date; or (b) Buyer having exercised its right to terminate this Agreement pursuant to Section 3.4 (disapproval of Due Diligence Investigation), Section 3.5 (disapproval of title) or Article 10 (damage or condemnation). In such event, the parties shall have no further obligation to each other except for those obligations that specifically survive the termination of this Agreement. If this Agreement terminates as a result of Seller's material breach of this Agreement, Buyer shall have all remedies it may have hereunder or at law as a result of such occurrence, including the remedy of specific performance.

9.4.2 Seller's Termination. Provided that Seller is not then in material breach of this Agreement, this Agreement shall automatically terminate without further notice or action by Seller if any condition to Closing contained in Section 4.2 has not been satisfied or waived by Seller by the Closing Date.

Item: 12
365

09959.00000\40872534.1

16 19189954.1

9.4.3 Remedies.
(a) Buyer's Remedies. If Seller breaches this Agreement, Buyer shall be entitled to pursue all remedies permitted herein and by law, including the remedy of specific performance.
(b) Seller's Remedies. IF BUYER FAILS TO COMPLY WITH OR

PERFORM BUYER'S OBLIGATIONS UNDER THIS AGREEMENT AND (EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH 9.6) DOES NOT CURE SUCH FAILURE WITHIN TEN (10) BUSINESS DAYS AFTER SELLER GIVES BUYER WRITTEN NOTICE OF SUCH FAILURE, THEN SELLER MAY THEREAFTER: (I) TERMINATE THIS AGREEMENT.IN THE EVENT SELLER TERMINATES THIS AGREEMENT BY REASON

OF BUYER'S DEFAULT, BUYER AND SELLER SHALL BE RELIEVED OF ANY FURTHER

OBLIGATION TO EACH OTHER WITH RESPECT TO THIS AGREEMENT AND THE PROPERTY.
_________________ _________________

SELLER'S INITIALS BUYER'S INITIALS
(c) Waiver of Specific Performance. SELLER HEREBY WAIVES

THE RIGHT TO MAINTAIN AN ACTION FOR SPECIFIC PERFORMANCE OF BUYER'S

OBLIGATION TO PURCHASE THE PROPERTY AND SELLER AGREES THAT SELLER

CAN BE ADEQUATELY COMPENSATED IN MONEY DAMAGES IF BUYER FAILS TO PURCHASE THE PROPERTY IN BREACH OF THIS AGREEMENT. SELLER

ACKNOWLEDGES THAT THE PROVISIONS OF THIS PARAGRAPH ARE A MATERIAL

PART OF THE CONSIDERATION BEING GIVEN TO BUYER FOR ENTERING INTO THIS

AGREEMENT AND THAT BUYER WOULD BE UNWILLING TO ENTER INTO THIS AGREEMENT IN THE ABSENCE OF THE PROVISIONS OF THIS PARAGRAPH. _________________ _________________

SELLER'S INITIALS BUYER'S INITIALS

9.5 Prorations. Subject to the other provisions of this Section 9.5, all receipts and disbursements of the Property will be prorated as of 11:59 p.m. on the day immediately preceding the Closing Date. Not less than five business days prior to the Closing, Seller shall submit to Buyer for its approval a tentative prorations schedule showing the categories and amounts of all prorations proposed. The parties shall agree on a final prorations schedule prior to the Closing and shall deliver the same to Escrow Holder. If following the Closing either party discovers an error in the prorations statement, it shall notify the other party and the parties shall promptly make any adjustment required.

9.5.1 Capital Expenditures and Accounts Payable. All capital and other improvements (including labor and material) which have been performed or contracted for, by or on behalf of Seller prior to the Closing Date, and all sums due for accounts payable which have been incurred with respect to the Property prior to the Closing Date shall be paid by Seller and shall be subject to the indemnification provisions of Section 7.3. Buyer shall furnish to Seller for Item: 12
366

09959.00000\40872534.1

17 19189954.1
payment any bills for such period received after the Closing Date, and Buyer shall have no further obligation with respect thereto.

9.5.2 Property Taxes. All real and personal property ad valorem taxes and special assessments, if any, whether payable in installments or not, including without limitation, all supplemental taxes attributable to the period prior to the Closing Date for the calendar year in which the Closing occurs, shall be prorated to the Closing Date, based on the latest available tax rate and assessed valuation. If the amount of any installment of real property taxes is not known as of the Closing Date, then a proration shall be made by the parties based on a reasonable estimate of the real property taxes applicable to the Property and the parties shall adjust the proration when the actual amount becomes known upon the written request of either party made to the other.

9.5.3 Utility Charges. All utility charges shall be prorated as of the Closing Date and Seller shall obtain a final billing therefor. All utility security deposits, if any, shall be retained by Seller.

9.6 Possession. Seller shall deliver exclusive right of possession of the Property to Buyer on the Closing Date, subject only to the Conditions of Title.

ARTICLE 10. DAMAGE, DESTRUCTION AND CONDEMNATION.

This Agreement shall be governed by the Uniform Vendor and Purchaser Risk Act as set forth in Section 1662 of the California Civil Code as supplemented and modified by this Article 10. Seller shall promptly notify Buyer in writing of any material damage to the Property and of any taking or threatened taking of all or any portion of the Property. Within a reasonable period of time after receipt of such notice, Buyer shall determine whether a material part of the Property has been damaged or whether such taking or threatened taking has affected or will affect a material part of the Property. As used herein, (a) the destruction of a "material part" of the Property shall be deemed to mean an insured or uninsured casualty to the Property having an estimated cost of repair which in the reasonable judgment of Buyer equals or exceeds $200,000; and (b) a taking by eminent domain of a portion of the Property shall be deemed to affect a "material part" of the Property if in the reasonable judgment of Buyer the estimated value of the portion of the Property taken exceeds $200,000. Upon making its determination, Buyer shall notify Seller in writing of the results of such determination. Buyer may elect, by written notice delivered to Seller within 30 days after giving Seller notice of such determination, to terminate this Agreement in accordance with Section 9.6.1 if a material part of the Property has been damaged or if such taking has affected or will affect a material part of the Property. If Buyer does not so terminate, (i) in the case of damage to a material part of the Property, Seller shall assign to Buyer at the Closing its right to recover under any insurance policies covering such damage and shall pay Buyer at the Closing the amount of the deductible, if any, and (ii) in the case of a threatened or actual taking of a material part of the Property, Seller shall assign to Buyer at the Closing Seller's entire right, title and interest in the proceeds thereof. If between the Effective Date and the Closing Date the Property suffers damage which is not material, Seller shall repair such damage at its expense prior to the Closing, and the Closing Date shall be extended for a reasonable period of time not to exceed 30 days to allow for completion of such repairs. The Closing Date shall be extended as necessary to permit Buyer to exercise its rights under this Article 10.

Item: 12
367

09959.00000\40872534.1

18 19189954.1
ARTICLE 11. GENERAL.

11.1 Notices. All notices, demands, approvals, and other communications provided for in this Agreement shall be in writing and shall be effective (a) when personally delivered to the recipient at the recipient's address set forth below; (b) five business days after deposit in a sealed envelope in the United States mail, postage prepaid, by registered or certified mail, return receipt requested, addressed to the recipient as set forth below; or (c) one business day after deposit with a recognized overnight courier or delivery service, addressed to the recipient as set forth below, whichever is earlier. If the date on which any notice to be given hereunder falls on a Saturday, Sunday or legal holiday, then such date shall automatically be extended to the next business day immediately following such Saturday, Sunday or legal holiday.

The addresses for notice are:

BUYER: Irvine Ranch Water District
Attn: Paul A. Cook
15600 Sand Canyon Ave.,
Irvine, California 92618
Phone: 949-453-5300
Email: [email protected]
SELLER: City of Lake Forest.

Attn: Debra Rose, City Manager
100 Civic Center Dr.,
Lake Forest, CA 92630
Phone: 949-461-3400
Email: [email protected]
With a copy to: Best Best & Krieger, LLP
Attn: Mal Richardson
18101 Von Karman Ave., Suite 1000
Irvine, CA 92612
Phone: 949-263-2614
Email: [email protected]
Either party may change its address by written notice to the other given in the manner set forth above.

11.2 Entire Agreement. This Agreement and the Schedules and Exhibits hereto contain the entire agreement and understanding between Buyer and Seller concerning the subject matter of this Agreement and supersede all prior agreements, including any previous letter of intent or terms, understandings, conditions, representations and warranties, whether written or oral, made by Buyer or Seller concerning the Property or the other matters which are the subject of this Agreement.

Item: 12
368

09959.00000\40872534.1

19 19189954.1

11.3 Amendments and Waivers. No addition to or modification of this Agreement shall be effective unless set forth in writing and signed by the party against whom the addition or modification is sought to be enforced. The party benefited by any condition or obligation may waive the same, but such waiver shall not be enforceable by another party unless made in writing and signed by the waiving party.

11.4 Invalidity of Provision. If any provision of this Agreement as applied to either party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole.

11.5 References. Unless otherwise indicated, (a) all Article, Section, Schedule and Exhibit references are to the articles, sections, schedules and exhibits of this Agreement, and (b) all references to days are to calendar days. All the Schedules and Exhibits attached hereto are incorporated herein by this reference. Whenever under the terms of this Agreement the time for performance of a covenant or condition falls upon a Saturday, Sunday or California state holiday, such time for performance shall be extended to the next business day. The headings used in this Agreement are provided for convenience only and this Agreement shall be interpreted without reference to any headings. The masculine, feminine or neuter gender and the singular or plural number shall be deemed to include the others whenever the context so indicates or requires.

11.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed in California. Venue shall be in Orange County.

11.7 Confidentiality and Publicity. The parties shall at all times keep this transaction and any documents received from each other confidential, except to the extent necessary to (a) comply with applicable law and regulations, or (b) carry out the obligations set forth in this Agreement. Any such disclosure to third parties shall indicate that the information is confidential and should be so treated by the third party. No press release or other public disclosure may be made by Seller or any of its agents concerning this transaction without the prior consent of Buyer.

11.8 Time. Time is of the essence in the performance of the parties' respective obligations under this Agreement.

11.9 Attorneys' Fees. In the event of any legal or equitable proceeding to enforce any of the terms or conditions of this Agreement, or any alleged disputes, breaches, defaults or misrepresentations in connection with any provision of this Agreement, the prevailing party in such proceeding shall be entitled to recover its reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and costs of defense paid or incurred in good faith.

11.10 Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. However, Seller shall not have the right to assign all or any portion of its interest in this Agreement without Buyer's prior written consent.

Item: 12
369

09959.00000\40872534.1

20 19189954.1
Buyer shall have the right to assign all or any portion of its interest in this Agreement, or substitute for itself a nominee, upon notice to Seller not later than three days prior to the Closing Date.

11.11 Further Assurances. Seller, at any time before or after Closing, shall, at its own expense, execute, acknowledge and deliver any further deeds, assignments, conveyances and other assurances, documents and instruments of transfer reasonably requested by Buyer and shall take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of transferring and confirming to Buyer, or reducing to Buyer's possession, any or all of the Property or otherwise carrying out the terms of this Agreement.

11.12 Cooperation With Exchange. Each party agrees to cooperate with the other if such party intends to accomplish a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986. Buyer and/or Seller may assign this Agreement to an exchange intermediary for the purpose of facilitating such an exchange by the assigning party. Buyer's duty to cooperate shall be limited to the transfer of money to Seller or Seller's designee in exchange for the Property, and in no event shall Buyer act as purchaser or acquirer of any exchange property.

Seller's duty to cooperate shall be limited to the transfer of the Property to Buyer or Buyer's designee and in no event will Seller exchange the Purchase Property for any exchange property designated by Buyer. The requesting party shall indemnify and defend and hold the other party harmless from any claims, loss, damages or liability arising out of participation in an exchange.

11.13 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third person to any party hereto or give any third person any right of subrogation or action over against any party to this Agreement.

11.14 Remedies Cumulative. The remedies set forth in this Agreement are cumulative and not exclusive to any other legal or equitable remedy available to a party.

11.15 Commissions, Indemnity, Disclosure. Each party represents to the other party that there is no broker representing such party in the current transaction, and that the representing party has incurred no liability for any brokerage commission or finder's fee arising from or relating to the transactions contemplated by this Agreement. Seller shall be responsible for any broker commission associated with this purchase. Each party hereby indemnifies and agrees to protect, defend and hold harmless the other party from and against all liability, cost, damage or expense (including without limitation attorneys' fees and costs incurred in connection therewith) on account of any brokerage commission or finder's fee which the indemnifying party has agreed to pay or which is claimed to be due as a result of the actions of the indemnifying party. This Section 11.15 is intended to be solely for the benefit of the parties hereto and is not intended to benefit, nor may it be relied upon by, any person or entity not a party to this Agreement.

11.16 Counterparts/Facsimile/.PDF Signatures. This Agreement may be executed in counterparts and when so executed by the parties, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument that shall be binding upon the parties, notwithstanding that the parties may not be signatories to the same counterpart or counterparts. The parties may integrate their respective counterparts by attaching the signature Item: 12
370

09959.00000\40872534.1

21 19189954.1
pages of each separate counterpart to a single counterpart. In order to expedite the transaction contemplated herein, facsimile or .pdf signatures may be used in place of original signatures on this Agreement. Seller and Buyer intend to be bound by the signatures on the facsimile or .pdf document, are aware that the other party will rely on the facsimile or .pdf signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.
[Signatures on following page]
Item: 12
371

09959.00000\40872534.1

22 19189954.1

SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

SELLER:

CITY OF LAKE FOREST, a California municipal
corporation
By
Its
ATTEST:

By:

City Clerk
APPROVED AS TO FORM:

BEST BEST & KRIEGER LLP
By:

City Attorney
SELLER:

IRVINE RANCH WATER DISTRICT
By:

APPROVED AS TO FORM:
___
By:
, Attorney for Seller
Item: 12
372

09959.00000\40872534.1

23 19189954.1

EXHIBIT A

LEGAL DESCRIPTION
That certain parcel of land situated in the City of Lake Forest, County of Orange, State of California, being all of Parcel 3 as described in that certain Grant Deed to Lennar Homes of California, Inc., a California Corporation recorded September 1, 2017 as Instrument No. 2017000374689 of Official Records in the office of the County Recorder of said Orange County.

General Depiction of said parcel is shown directly below as the following pages of this Exhibit A.

Item: 12
373

09959.00000\40872534.1

24 19189954.1
Item: 12
374

09959.00000\40872534.1

25 19189954.1
Item: 12
375

09959.00000\40872534.1

26 19189954.1
Item: 12
376

09959.00000\40872534.1

27 19189954.1

EXHIBIT B

TRANSFEROR'S CERTIFICATION OF NON-FOREIGN STATUS
Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the IRVINE RANCH WATER DISTRICT (the "Transferee"), that withholding of tax under Section 1445 of the Code will not be required upon the transfer of a U.S. real property interest to the Transferee by the CITY OF LAKE FOREST (the "Transferor"), the undersigned hereby certifies the following on behalf of the Transferor:

1. The Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder); and

2. The Transferor is a California municipal corporation.

3. The Transferor's address is 100 Civic Center Dr., Lake Forest, CA 92630.

The Transferor understands that this Certificate may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalty of perjury I declare that I have examined this Certification and, to the best of my knowledge and belief, it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.

DATED: ________________, 2023.

CITY OF LAKE FOREST
By: ______________________________________
Item: 12
377

09959.00000\40872534.1
19189954.1

EXHIBIT C

GRANT DEED

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO
Ray Thatcher, R/W Agent
Irvine Ranch Water District
15600 Sand Canyon Avenue
P. O. Box 57000
Irvine, California 92619-7000
IRWD Doc. D

EXEMPT FROM RECORDING FEES PURSUANT
TO GOVERNMENT CODE SECTIONS 6103 AND 27383

SPACE ABOVE THIS LINE FOR RECORDER'S USE
APN: 610-691-41
Grant Deed
The undersigned Grantor(s) declare(s): Irvine Ranch Water District is exempt from property taxes Documentary transfer tax is $0.

Computed on full value of property conveyed, or
Computed on full value less value of liens and encumbrances remaining at time of sale.

Unincorporated area City of __________________ and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, The City of Lake Forest, a California municipal corporation hereby GRANT(S) to
Irvine Ranch Water District, a California water district organized under Division 13 of the California Water Code
the following described real property in the City of Lake Forest, County of Orange, State of California:

SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF
Dated: _______________, 2023 CITY OF LAKE FOREST,
a California municipal corporation
By: _________________________________
Title:

Item: 12
378

09959.00000\40872534.1
19189954.1

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )

COUNTY OF ORANGE )
On , 2023 before me, , Notary Public, personally appeared ________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: (seal)
Item: 12
379

09959.00000\40872534.1
19189954.1

EXHIBIT A

General Depiction of said parcel is shown directly below as the following pages of this Exhibit A.

Item: 12
380

09959.00000\40872534.1
19189954.1
Item: 12
381

09959.00000\40872534.1
19189954.1
Item: 12
382

09959.00000\40872534.1
19189954.1
Item: 12
383

09959.00000\40872534.1
19189954.1

CERTIFICATE OF ACCEPTANCE
Pursuant to Section 27281 of the
California Government Code
This is to certify that the interest in real property conveyed by deed or grant dated from the City of Lake Forest, a California municipal corporation to Irvine Ranch Water District, a California Water District, is hereby accepted by the undersigned officer on behalf of the Board of Directors pursuant to authority conferred by Resolution 2020-1 of the Board of Directors, adopted on January 13, 2020, and the grantee consents to recordation thereof by its duly authorized officer.

Date: IRVINE RANCH WATER DISTRICT
By:

Leslie Bonkowski
Secretary to Board of Directors
Item: 12
384

4 9
6 7
3 ATTACHMENT 2
Item: 12
385

4 9
6 7
3 RESOLUTION NO. 2023-

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF LAKE FOREST, CALIFORNIA, AMENDING
THE 2021-2023 OPERATING BUDGET; AMENDING
REVENUE ESTIMATES FOR FISCAL YEAR 2022-23
WHEREAS, the 2021-2023 Operating Budget was adopted by the City Council on June 15, 2021; and
WHEREAS, the revenue estimates for Fiscal Year 2022-23 were adopted by the City Council on June 21, 2022;
WHEREAS, modifications are now required as a result of changes during Fiscal Year 2022-23.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE

FOREST DOES HEREBY RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS:

Section 2. The General Fund is amended to increase its revenue estimates for Fiscal Year 2022-23 as demonstrated in Exhibit A.

Section 3. The City Clerk shall attest as to the adoption and execution of this Resolution and cause the same to be maintained in the permanent records of the City.

Item: 12
386

4 9
6 7
3 PASSED, APPROVED AND ADOPTED this 21st day of February 2023, by the following vote, to wit:

ATTEST:

DOUG CIRBO
MAYOR

LISA BERGLUND

CITY CLERK
APPROVED AS TO FORM:

MATTHEW RICHARDSON

CITY ATTORNEY

STATE OF CALIFORNIA )

COUNTY OF ORANGE ) SS

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

LISA BERGLUND

CITY CLERK
Item: 12
387

4 9
6 7
3 EXHIBIT A
AMENDMENT TO THE 2021-2023

OPERATING BUDGET, AMENDMENT
TO FISCAL YEAR 2022-23 REVENUE

ESTIMATES
Revenue Estimates
Fund Name
Current
Budget
Increase
(Decrease) Amended Budget
General Fund $57,338,700 $160,000 $57,498,700
Total $57,498,700
General Fund Revenue Estimates by Type
Revenue Type Current
Budget
Increase
(Decrease) Amended Budget
Other $107,500 $160,000 $267,500
Total $267,500
Item: 12
388

ATTACHMENT 3
Item: 12
389

_ Michael J. Francis, MAI
1 APPRAISAL REPORT

Approximately 3.2 acres of land, known as the Serrano Summit Passive Park location, situated south of Pelion and east of Wisteria (south of the southern terminus of Civic Center Drive and south of southern terminus of Serrano Summit Drive) in the City of Lake Forest, California and referenced as APN 610-691-41

PREPARED FOR:

Mr. Keith D. Neves
Assistant City Manager
City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630

PREPARED BY:

Michael J. Francis, MAI
P.O. Box 11808
Newport Beach, CA 92658

VALUATION DATE
June 1, 2022

DATE PREPARED
June 1, 2022
Item: 12
390

_ Michael J. Francis, MAI
2 MICHAEL J. FRANCIS, MAI
Real Estate Appraiser and Consultant

June 1, 2022

Mr. Keith D. Neves
Assistant City Manager
City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630

RE: Approximately 3.2 acres of land, known as the Serrano Summit Passive Park location, situated south of Pelion and east of Wisteria (south of the southern terminus of Civic Center Drive and south of southern terminus of Serrano Summit Drive) in the City of Lake Forest, California and referenced as APN 610-691-41

Dear Mr. Neves,

Pursuant to your request and authorization, I have conducted the investigations and analyses necessary to form an opinion of the market value of the Fee Simple Estate of the a bove referenced subject property . This Appraisal Report that is intended to comply with the reporting requirements as set forth under the Uniform Standards of Professional Appraisal Practice (USPAP). The APN of the subject property is reportedly 610- 691-41. The subject property was reportedly previously a portion of APN 104-133-17. Please refer to subject property exhibits given in the addenda. The subject property is assumed to represent a separate legal parcel with legal property access.

This Appraisal Report contains a discussion of the data, reasoning, and analyses that were used to develop the opinion of value. It also includes descriptions of the subject property, the property's locale, the market for the property type, and the appraiser's opinion of highest and best use. Any data, reasoning, and analyses not discussed in this report are retained in the appraiser's work file.

Based upon the investigations conducted, analyses made, and on my experience as a real estate analyst and appraiser, I have formed the opinion that as of June 1, 2022, and subject to the Assumptions and Limiting Conditions set forth in the report which follows, the market value of the Fee Simple Estate of the subject property is as follows:

ONE HUNDRED SIXTY THOUSAND DOLLARS
$160,000

P.O. Box 11808, Newport Beach, CA 92658
Tel: (949) 306-3388 * Fax: (949) 528-1300 * Email: [email protected]

Item: 12
391

_ Michael J. Francis, MAI
3 The narrative report which follows sets forth the data and analysis upon w hich my opinion of value is, in part, predicated.

Respectfully submitted,

Michael J. Francis, MAI
CA State Gen. Cert. No.: AG002243

Item: 12
392

_ Michael J. Francis, MAI
4 TABLE OF CONTENTS

Cover Page ...................................................................................................................... 1 Transmittal Letter ............................................................................................................. 2 Certification ...................................................................................................................... 5 Assumptions and Limiting Conditions .............................................................................. 6 Introduction .................................................................................................................... 10 Area Description ........................................................................................................... 14 Site Description .............................................................................................................. 17 Highest and Best Use ................................................................................................... 21 Valuation Methodology .................................................................................................. 24 Sales Comparison Approach ......................................................................................... 25 Reconciliation and Final Value ....................................................................................... 30

ADDENDA
- Regional Map and Neighborhood Map
- Subject’s Property Aerial and Map Exhibits
- Subject’s Parcel Map and Legal Description
- Subject’s Plat Map
- Subject’s Topographic Map
- Subject’s MLS Property Details Report
- Subject Photo Map and Subject Photos
- Comparable Land Sales: Land Sales Map, Aerial Photos, Topographic Maps and MLS Property Details Sheets
- Preliminary Title Report
- Demographic Information
- Qualifications of the Appraiser

Item: 12
393

_ Michael J. Francis, MAI
5 CERTIFICATION

I certify that, to the best of my knowledge and belief:

- The statements of fact contained in this report are true and correct.

- The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and are my personal, impartial, and unbiased professional, analyses, opinions, and conclusions.

- I have no present or prospective interest in the property that is the subject of this report and I have no personal interest with respect to the parties involved.

- I have performed no services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three year period immediately preceding the agreement to perform this assignment.

- I have no bias with respect to any property that is the subject of this report or to the parties involved with this assignment.

- My engagement in this assignment was not contingent upon developing or reporting predetermined results.

- My compensation for completing this assignment is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal.

- The reported analyses, opinions and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Uniform Standards of Professional Appraisal Practice.

- The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.

- I have made a personal inspection of the property that is the subject of this report.

- No one provided significant real property appraisal assistance to the person signing this report.

- As of the date of this report, I have completed the requirements of the continuing education program of the Appraisal Institute.

Respectfully submitted,

Michael J. Francis, MAI
CA State Cert. No.: AG002243

Item: 12
394

_ Michael J. Francis, MAI
6 Assumptions and Limiting Conditions

The analyses and opinions set forth in this appraisal are subject to the following assumptions and limiting conditions:

General Assumptions and Limiting Conditions
This Appraisal Report is intended to comply with the reporting requirements as set forth under of the Uniform Standards of Professional Appraisal Practice (USPAP). It contains a discussion of the data, reasoning, and analyses that were used to develop the opinion of value. It al so includes descriptions of the subject property, the property's locale, the market for the property type, and the appraiser's opinion of highest and best use. Any data, reasoning, and analyses not discussed in this Appraisal Report are retained in the appraiser's work file.

I reserve the right to change the value conclusion set forth within should additional information be made available or uncovered by your appraiser that was not previously available for my review and analysis as of the effective date of this appraisal.

Information contained in this appraisal has been gathered from sources which are believed to be reliable, and, where feasible, has been verified. No responsibility is assumed for the accuracy of information supplied by others.

I assume no responsibility for economic or physical factors which may affect the opinions herein stated which may occur at some date after the date of value.

The property is appraised assuming it to be under responsible ownership and competent management, and available for its highest and best use.

Maps, plats and exhibits included herein are for illustration only, as an aid in visualizing matters discussed within the appraisal. They should not be Item: 12
395

_ Michael J. Francis, MAI
7 considered as surveys nor relied upon for any other purpose, nor should they be removed from, reproduced, or used apart from this report.

Your appraiser has inspected the subject property as far as possible by observation; however, it was impossible to personally inspect below ground conditions; therefore, no representation is made as to these matters unless specifically indicated within this appraisal.

Your appraiser shall not be required, by reason of this appraisal, to give testimony or to be in attendance in court or any governmental or other hearing with reference to the property without prior arrangements having first been made relative to such additional employment.

I am a member of the Appraisal Institute. The Bylaws and Regulations of the Institute require each member to control the use and distribution of each appraisal signed by such member. Therefore, except as hereinafter provided, the party for whom this appraisal was prepared may distribute copies of this appraisal, in its entirety, to such third parties as may be selected by the party for whom this appraisal was prepared; however, selected portions of this appraisal shall not be given to third parties without the prior written consent of the signatories of this appraisal. Further, neither all nor part of this appraisal shall be disseminated to the gen eral public by the use of advertising media, public relations media, news media, sales media or other media for public communication without the prior written consent of the signatories of this appraisal.

A global outbreak (i.e. – a pandemic) of a new virus known as the Coronavirus (or COVID19) started manifesting itself in the first quarter of 2020 and has caused an economic slowdown worldwide, including the United States and the subject’s greater area. The economic recovery from this pandemic began in the second half of 2020 and has continued in 2021 and 2022. With the arrival of a vaccine for this virus in late 2020, the economy is slowly recovering (although to Item: 12
396

_ Michael J. Francis, MAI
8 exactly what degree is still undeter mined). However, there is a chance that COVID19 and its variant virus forms (i.e. – the Delta variant, the Omicron variant and so forth) could cause a more protracted economic rebound which would potentially negatively affect some real estate markets, although to what degree remains difficult to predict. The impact of the Coronavirus on the future impact on the subject property is unknown although I have considered it in my analysis.

Although it appears that real estate values of most property types (including the subject property) have increased significantly since the outbreak of the Coronavirus. For purposes of this report, I have made this an extraordinary assumption that this economic slowdown due to the Coronavirus and its related virus variants will be r elatively short term in nature and that the economy will continue to rebound (although to exactly what degree is still undetermined) in 2022 and beyond and should economic conditions and/or forecasts significantly change (which would affect the market value of the subject property) then I reserve the right to adjust my opinion of value accordingly.

Assumptions and Limiting Conditions Specific to the Subject Property The APN of the subject property is reportedly 610- 691-41. The subject property was reportedly previously a portion of APN 104- 133-17. Please refer to subject property exhibits given in the addenda. The subject property is assumed to represent a separate legal parcel with legal property access. A parcel map and legal description of the subject property is given in the addenda of this report.

No engineering survey of the boundaries of the property was undertaken by your appraiser. All areas and dimensions furnished and reported herein are presumed to be correct. Should a future engineering study be conducted which results in measurements or figures different from those reported herein, and if such difference affects my value estimate as presented herein, I reserve the right to adjust my opinion of value accordingly.

I have been pro vided with a preliminary title report, given in the addenda, for the subject property . No responsibility is assumed for matters which are legal in Item: 12
397

_ Michael J. Francis, MAI
9 nature. No opinion of title is rendered, and the property is appraised as though free of all encumbrances and the title is assumed to be marketable. I assume that there are no items in the subject’s title report s which would negatively affect my value estimate presented within this report. In my valuation analysis of the subject property, I have assumed that the subject has clear and marketable title.

Property taxes on the subject, if applicable, are assumed to be current. Should any of the assumptions made in this paragraph found later not to be the case, I reserve the right to adjust my opinion of value accordingly.

I have not been provided with an environmental report for the subject property.

Your appraiser did not detect the existence of any hazardous and/or toxic materials on the subject site which posed a hazardous threat to the subj ect property. Your appraiser has no knowledge of the existence of such harmful materials on or in the property. Your appraiser, however, is not qualified to detect such substances. The presence of substances such as asbestos or other potentially hazardous materials may affect the value of the property. The value estimate is predicated on the assumption that there are no such hazardous and/or toxic materials on or in the property that would cause a loss in value. No responsibility is assumed for any such condition, or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in this field, if desired.

I have not received a soils report for the subject property. I explicitly assume that the subject’s s oils do not contain any unusual conditions and that there are no adverse soil conditions at the subject site. I also assume that the subject's soils conditions will not negatively affect the value of the subject property.

The subject property is not located within 1,000 yards of the ocean or in a designated wetland area. It is, therefore, assumed that the subject either satisfies, or is not affected by, the State or Federal wetlands acts/regulations.

With respect to subject propert y being analyzed herein, your appraiser has disregarded the existence of the MSHCP for purposes of this appraisal.

Item: 12
398

_ Michael J. Francis, MAI
10 INTRODUCTION

Purpose of the Appraisal Report / Identification of the Property The purpose of this appraisal report to estimate the current market value of the Fee Simple Estate of the subject propert y which approximately 3.2 acres of land, known as the Serrano Summit Passive Park location, situated south of Pelion and east of Wisteria (south of the southern terminus of Civic Center Drive and south of southern terminus of Serrano Summit Drive) in the City of Lake Forest, California.

APN / Legal Description
The APN of the subject property is reportedly 610- 691-41. The subject property was reportedly previously a portion of APN 104 -133-17. P lease refer to subject property exhibits given in the addenda. The subject property is assumed to represent a separate legal parcel with legal property access. A parcel map and legal description of the subject property is given in the addenda of this report.

Function or Intended Use of the Appraisal Report / Appraisal Client The function or intended use of this appraisal report is for the use of my client, the City of Lake Forest, with respect to possible sale of the subject property.

Intended User
The intended user of this appraisal report is the City of Lake Forest.

Scope of the Appraisal
The scope of this appraisal includes the process of collecting primary and secondary data (i.e., CoStar Comps, TRW, etc. for sale data) relative to the subject property along with the supporting market data and various data and information concerning the subject property. This data has been analyzed and confirmed, whenever possible, leading to the value conclusions set forth herein.

Item: 12
399

_ Michael J. Francis, MAI
11 This Appraisal Report is intended to comply with the reporting requirements as set fort h under the Uniform Standards of Professi onal Appraisal Practice (USPAP). It contains a discussion of the data, reasoning, and analyses that were used to develop the opinion of value. It also includes descriptions of the subject property, the property's locale, the market for the property type, and the appraiser's opinion of highest and best use. Any data, reasoning, and analyses not discussed in this Appraisal Report are retained in the appraiser's work file.

The Sales Comparison Approach w as determined to be the most appropriate approach to determine value and has been used to estimate the market value of the property. Please refer to the Sales Comparison Approach section, given later in this report, for further explanation of what this approach entailed.

Date of the Appraisal / Date of Subject Property Inspection The opinions expressed in this report are stated as of June 1, 2022, which coincides with my on-site physical inspection date of subject property.

Date of Appraisal Preparation
The appraisal was prepared on June 1, 2022.

Interest Appraised
Fee Simple Estate

Market Value Defined
The term Market Value1 is defined as follows:

Market Value means the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this

1Title XI of the Federal Financial Institutions Reform, Recovery & Enforcement Act of 1989(FIRREA), Section 34.42(f)
Item: 12
400

_ Michael J. Francis, MAI
12 definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby:

1. buyer and seller are typically motivated;

2. both parties are well informed or well advised, and acting in what they consider their own best interests;

3. a reasonable time is allowed for exposure in the open market;

4. payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and

5. the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.

Highest and Best Use Defined
Highest and Bes t Use 2 is an appraisal concept which has been defined as follows:

That reasonable and probable use that will support the highest present value, as defined, as of the effective date of the appraisal. Alternatively, that use, from among reasonably probable and legal alternative uses, found to be physically possible, appropriately supported, financially feasible, and which results in highest land value.

Fee Simple Estate Defined
The term Fee Simple Estate3 is defined as follows:

Absolute ownership unencumbered by any other interest or estate; subject only to the limitations of eminent domain, escheat, police power, and taxation.

2Real Estate Appraisal Terminology, Byrl N. Boyce, Ph.D., Ed., Ballinger Publishing Company, Cambridge, Massachusetts, 1981.
3Real Estate Appraisal Terminology, Byrl N. Boyce, Ph.D., Ed., Ballinger Publishing Company, Cambridge, Massachusetts, 1981.

Item: 12
401

_ Michael J. Francis, MAI
13 Property Ownership
The subject property is reportedly currently owned by the City of Lake Forest.

Property History
The subject property reportedly was transferred from Lennar Homes of California, Inc., a California corporation, to the City of Lake Forest on May 6, 2021 at no charge to the City. To my knowledge, the subject property is currently not listed for sale and there have been reportedly no other third party, arm’s length, sales or transfers of the subject property within the past three years.

Wetlands Statement
The subject property is not located within 1,000 yards of the ocean or in a designated wetland area. It is, therefore, assumed that the subject either satisfies, or is not affected by, the state or federal wetlands acts/regulations.

Item: 12
402

_ Michael J. Francis, MAI
14 AREA DESCRIPTION

Regional Analysis
The subject property is located in the City of Lake Forest, Orange County, California. A location map and a neighborhood map is included for reference in the addenda of this report . The value of real estate is influenced by four basic forces. These environmental forces are ca tegorized as physical, social, economic, and politi cal. Orange County was incorporated in 1889 and is the third most populous county in the Southern Ca lifornia Metropolitan Region.

Orange County is located directly southeast of Los Angeles County and abuts San Bernardino and Riverside Counties to the east, and San Diego County to the south. Orange County has approximately 42 miles of coastline where it abuts the Pacific Ocean to the west. Its topography is primarily level throughout with some sloping and mountainous areas to the east.

Social Environment
Together with the rest of southern Ca lifornia, the County of Orange continues to experience significant population growth. This is attributable to a very desirable physical and social environment and a diverse mixture of industry experiencing expansion. Overall, the population growth trends have been positive and are expected to continue. Demographic information with respect to population figures, age distribution and so forth may be found in the addenda.

Orange County enjoys a Mediterranean climate that is generally sunny and warm. The City of Lake Forest along with the nearby surrounding cities in Orange County offer a wide variety of parks, golf courses, wildlife preserves and numerous other recreational, cultural, entertainment and educational activities.

Economic Environment
Orange County continues to reflect a strong job growth market, low unemployment rates, strong retail sales, and high demand for housing in the region. This is attributed to the diverse labor pool, abundance of affordable land Item: 12
403

_ Michael J. Francis, MAI
15 available for development, and the increasing population base. Overall, economic trends are generally positive and real estate values over the past year have significantly increased. United States Census demographic information with respect to the economy may be found in the addenda.

Regional Area Conclusion
Orange County continues to reflect a relati vely strong job growth market, declining unemployment rates, increasing retail sales, and strong demand for housing in the region. This is attributed to the diverse labor pool and the increasing population base. Overall, economic trends are positive and real estate values over the past year have significantly increased. Overall, the current economic environment impacting the subject is on a positive trend which is forecast to continue. This in turn should bode well for the subject property.

Orange County is continuing to experience a relatively rapid expansion of its population and economic base. This is due to its very desirable physical and social environment, and its diverse mixture of business and industry. In addition, Orange County offers a relatively central geographic location with respect to Los Angeles County to the north, the Inland Empire to the east and San Diego County to the south. In summary, this combination of social and economic forces will continue to generate demand for property such as the subject.

Immediate Market Area Analysis & Surrounding Land Uses
The subject property , known as the Serrano Summit Passive Park location, situated south of Pelion and east of Wisteria (south of the southern terminus of Civic Center Drive and south of southern terminus of Serrano Summit Drive) in the City of Lake Forest, California. Adjacent and to the immediate east of the subject property lies an open space land corridor. Situated to the west , south and north of the subject property an Irvine Ranch Water District water treatment facility. Beyond the immediate surrounding land uses lies mostly single family residential homes with some commercial / industrial product.

Item: 12
404

_ Michael J. Francis, MAI
16 Interstate 5 is located approximately 3 miles southwest of the subject property and State Route 241 is located approximately 1.5 miles northeast of the subject property. T he subject is located within close proximity to a wide variety of local shopping facilities, r estaurants, entertainment venues, hospitals, beaches and parks. Overall, the subject property and its surrounding environment appear to contain all the elements to ensure continued growth and economic viability.

Item: 12
405

_ Michael J. Francis, MAI
17 SITE DESCRIPTION

General Description / Parcel Size:

The subject property represents a pproximately 3.2 acres of land, known as the Serrano Summit Passive Park location, situated south of Pelion and east of Wisteria (south of the southern terminus of Civic Center Drive and south of southern terminus of Serrano Summit Drive) in the City of Lake Forest, California.

APN / Legal Description:

The APN of the subject property is reportedly 610- 691-41. The subject property was reportedly previously a portion of APN 104- 133-17. Please refer to subject property exhibits given in the addenda. The subject property is assumed to represent a separate legal parcel with legal property access. A parcel map and legal description of the subject property is given in the addenda of this report.

Parcel Shape: Irregular

Site Improvements: None

Title Report /
Easements: I have been provided with a preliminary title report, given in the addenda. No responsibility is assumed for matters which are legal in nature. No opinion of title is rendered, and the property is appraised as though free of all
encumbrances and the title is assumed to be marketable.

I assume that there are no items in the subject’s title reports which would negatively affect my value estimate presented within this report. In my valuation analysis of the subject property, I have assumed that the subject has clear and marketable title. Property taxes, if applicable, on the subject are assumed to be current.

Item: 12
406

_ Michael J. Francis, MAI
18 General Plan and
Zoning: The General Plan land use designation is reportedly Public Facility and the zoning for the parcel is reportedly “A1” (Agricultural). The subject’s zoning and General Plan designation are currently reportedly somewhat
inconsistent with one another. According to the City of Lake Forest Planning Department, given the zoning and
overall location of the subject property, it appears as though a low intensity land use (possibly for recreational / park use) of the subject property would be appropriate.

For purposes of this appraisal , I have assumed that given the subject’s limited property access and its generally isolated location next to the open space corridor, it
appears that the highest and best use of the subject
property would be for open space / public park use or
possibly, with City approval, for storage use by the
adjacent Irvine Ranch Water District water treatment
facilities plant.

Flood Zone: The subject property’s parcels are located in flood zone “X” (an area of minimal flood hazard) as found on FEMA flood map # 060 65C-0316J, dated 12-3-09. I encourage
my client to investigate the exact amount, if any, flood zone insurance may be required for the subject property.

Entitlements: The subject property reportedly currently has no buildin g entitlements.

Utilities: All utilities are reportedly presently available to the site and are considered adequate to service the needs of the property.

Item: 12
407

_ Michael J. Francis, MAI
19 Environmental
Report: I have not been provided with an environmental report for the subject property. Your appraiser did not detect the existence of any hazardous and/or toxic materials on the subject site which posed a hazardous threat to the subject property. Your appraiser has no knowledge of the
existence of such harmful materials on or in the property.

Your appraiser, however, is not qualified to detect such substances. The presence of substances such as
asbestos, or other potentially hazardous materials may
affect the value of the property. The value estimate is predicated on the assumption that there are no such
hazardous and/or toxic materials on or in the property that would cause a loss in value. No responsibility is assumed for any such condition, or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in this field, if desired.

Soils Report: I have not received a soils report for the subject propert y.

I explicitly assume that the subject’s soils do not contain any unusual conditions and that there are no adverse soil conditions at the subject site. I also assume that the subject's soils conditions will not negatively affect the value of the subject property.

Topography: The topography of the subject property represents a mixture of flat and sloping topography. Please refer the subject’s topographic map given in the addenda of this
report.

Coastal / Wetlands /
Biological Species
Item: 12
408

_ Michael J. Francis, MAI
20 Habitat Issues: The subject property is not located within 1,000 yards of the ocean or in a designated wetland area. It is, therefore, assumed that the subject either satisfies, or is not affected by, the State or Federal wetlands acts/regulations. I
furthermore assume that the subject property is not
located in any special and/or endangered biological
species habitat.

Item: 12
409

_ Michael J. Francis, MAI
21 HIGHEST AND BEST USE

Highest and Best Use is an appraisal concept which has been defined as follows:

That reasonable and probable use that will support the highest present value, as defined, as of the effective date of the appraisal.

Alternatively, that use, from among reasonably probable and legal alternative uses, found to be physically possible, appropriately supported, financially feasible, and which results in highest land value.

The highest and best use of a property is an econo mic concept that measures the interaction of the following four criteria – legally permissible, physically possible, financially feasible and maximally productive. The determination of a property's highest and best use is a critical appraisal component that provides the valuation framework upon which comparable market information is derived.

Depending on the property type, s uch comparable data may include cost, sales, and income and expense data pertaining to the property's concluded best use.

In general, to render a reliable use and value estimate, the highest and best use of the property as if vacant must be considered separately from the highest and best use of the property as improved. This is because the site must be valued as though vacant and avai lable for development to its highest and best use even if the property's existing improvements do not represent the highest and best use of the site. However, since the subject property represents unimproved vacant land, the following discussion only relates to the highest and best use considerations of the subject property, as vacant , followed by supporting analyses and conclusions.

Item: 12
410

_ Michael J. Francis, MAI
22 HIGHEST AND BEST USE – AS VACANT
Highest and best use of land or a site as though vacant7 is defined as:

Among all reasonable, alternative uses, the use that yields the highest present land value, after payments are made for labor, capital, and coordination. The use of a property based on the assumption that the parcel of land is vacant or can be made vacant by demolishing any improvements.

Legally Permissible. As previously discussed, t he General Plan land use designation is reportedly Public Facility and the zoning for the parcel is reportedly “A1” (Agricultural). The subject’ s zoning and General Plan designation are currently reportedly somewhat inconsistent with one another. According to the City of Lake Forest Planning Department, given the zoning and overall location of the subject property, it appears as though a low intensity land use (possibly for recreational / park use) of the subject property would be appropriate. For purposes of this appraisal, I have assumed that given the somewhat limited property access and isolated location of the subject property next to the open space corridor, it appears that the highest and best use of the subject property would be for open space / public park use or possibly , with City approval, for some limited storage use by the adjacent Irvine Ranch Water District water treatment facilities plant.

Physically Possible. The physical characteristics of a site that may affect its possible use(s) include, but are not limited to, location, street frontage, size, shape, street access, availability of utilities, easements, soils and sub- soils, flood zone and topography. With respect to the subject property, given the subject’s relatively isolated location and limited property access , it appears that a somewhat limited number of uses may be physically possible.

7Per The Dictionary of Real Estate Appraisal, Third Edition, (Chicago: Appraisal Institute,1993) p. 171 )
Item: 12
411

_ Michael J. Francis, MAI
23 Financially Feasible. Among the physically and legally permissible land uses which may be considered a financially feasible improvement is any use that provides a positive net return to the land. Given the subject’s legally allowed land uses, its location and other physical characteristics and the adjacent and surrounding land uses and considering current market conditions, it appears as though open space / public park use or possibly , with City approval, for some limited storage use by the adjacent Irvine Ranch Water District water treatment facilities plant may provide the highest positive net return to the land.

Maximally Productive. The determination of financial feasibility is dependent primarily upon demand. Given the subject’s legally allowed land uses, its location and other physical characteristics and the adjacent and surrounding land uses and considering current market conditions, it appears as though open space / public park use that could be coupled with adjacent open space corridor or possibly , with City approval, for some limited storage use by t he adjacent Irvine Ranch Water District water treatment facilities plant may represent the maximally productive use of the subject property.

Conclusion: Highest and Best Use – As Vacant
Given the above analysis, the considering the current property uses in the immediate area and considering t he subject’s legally allowed land uses, its physical characteristics and the current m arket conditions, it is my opinion that open space / public park use that could be coupled with adjacent open space corridor or possibly , with City approval, for some limited storage use by the adjacent Irvine Ranch Water District water treatment facilities plant represent s the Highest and Best Use of the subject property.

Item: 12
412

_ Michael J. Francis, MAI
24 VALUATION METHODOLOGY

Basis of Valuation
The valuation performed herein is based on general and specific background experience, opinions of qualified informed persons, consideration of all data gathered during the investigative phase of the appraisal, and on analysis of all market data available to the appraiser.

Valuation Approaches / Appraisal Methodology
The three primary approaches to value that are available to the appraiser are:
the Cost Approach, the Income Approach, and the Sales Comparison Approach.

To estimate the value of the subject’s land, only the Sales Comparison Approach was found to be appropriate and, therefore, only this approach was utilized.

Item: 12
413

_ Michael J. Francis, MAI
25 SALES COMPARISON APPROACH

The Principle of Substitution states that the value of a property tends to be set by the price at which comparable properties have recently sold or for which they can be bought. The Sales Comparison Approach requires a detailed comparison of sales of comparable properties with the subject property. Given this fact, I have, consequently, analyzed recent comparable property sales within the subject’s greater area utilizing a price per acre analysis, the primary indicator of value utilized by buyers in the market. By analyzing these comparable sales for their similarities and differences and then adjusting them for such differences, an indication of the subject's land value can be derived.

Given on the following pages is a brief land sales summary sheet for the land sales followed by a land sales adjustment chart and a brief discussion of the appropriate adjustments made to those analyzed comparable land sales . Given in the addenda is a land sales map , aerial photos, topographic maps and MLS Property Details sheets for the land sales that have been analyzed.

Item: 12
414

Summary of Land Sales
Date Parcel Size Sale Price
Data # Location of Sale Zoning (Acres) Price / Sq. Ft.
1 S/S Hunky Dory Ln., E/O Oakie Doakie 9/17/21 Foothill / 13.4 $350,000 Trabucco Canyon Trabuco $26,119
(Unincorporated Orange County) SP
APN: 856-042-08
2 30841 Silverado Canyon Rd. 4/30/21 Silverado / 3.1 $150,000 Silverado Canyon Modjeska $48,387
(Unincorporated Orange County) SP
APN: 105-351-04
3 19242 Lambrose Canyon Rd. 3/7/22 Foothill / 7.1 $350,000 Trabucco Canyon Trabuco $49,296
(Unincorporated Orange County) SP
APN: 856-031-04
4 20 Williams Canyon Rd. 4/4/20 Silverado / 20.0 $350,000 Williams Canyon Modjeska $17,500
(Unincorporated Orange County) SP
APN: 876-011-20
5 32633 Trabucco Creek Rd. 3/26/21 Foothill / 39.8 $950,000 Trabucco Canyon Trabuco $23,869
(Unincorporated Orange County) SP
APN: 842-061-04
Item: 12
415

LAND SALES ADJUSTMENT GRID
Parcel Street Topo- On-site /
Building Frontage / graphy / Off-site
Property Condition Market Parcel Entitlements / Site Access / Creek, Improve- Data Price / Rights Financing of Sale Sub Conditions Sub Location Size Zoning Parcel Shape etc. ments Total Adjusted No. Acre Adj. Adj. Adj. Total Adj. Total Adj. Adj. Adj. Adj. Adj. Adj. Adj. $/Acre 1 $26,119 No Adj. No Adj. No Adj. $26,119 5% $27,425 10% 10% -10% -8% 30% 10% 42% $38,943 2 $48,387 No Adj. No Adj. No Adj. $48,387 7% $51,774 15% 0% -5% -5% -5% 0% 0% $51,774 3 $49,296 No Adj. No Adj. -15% $41,902 2% $42,740 10% 4% -10% 3% 30% 0% 37% $58,553 4 $17,500 No Adj. No Adj. No Adj. $17,500 15% $20,125 20% 15% -5% 30% 30% 30% 120% $44,275 5 $23,869 No Adj. No Adj. No Adj. $23,869 7% $25,540 15% 25% -10% 15% 25% 5% 75% $44,695 Unadjusted Range (per acre): $17,500 to $49,296
Adjusted Range (per acre): $38,943 to $58,553
Item: 12
416

_ Michael J. Francis, MAI
28 Land Sales Analysis

A search of comparable property sales within the subject’s greater area revealed an unadjusted value range of between $17,500/ acre to $49,296/acre. All of the land sales analyzed represented vacant parcels of land which, similar to the subject property, reflect properties with relatively limited development capability.

According to brokers interviewed and sales data in my files , comparable land prices in the area over the past three years have risen on average in the range of say 4 % to 6% per year (say approximately 5% per year on average).

Consequently, I have based my time adjustments for market conditions for the land sale comparables analyzed within this report, accordingly.

As far as your appraiser could determine, all of the comparables sold on an all cash basis, or if seller financing was involved, the seller financing generally reflected a market interest rate and terms and, therefore, no cash equivalency adjustments were found to be required. Furthermore, all the sale comparables represented arms -length transactions and, therefore, no adjustments for these reasons, nor for property rights conveyed, were found to be required. Please refer to the land sales adjustment grid, depicted on the previous page, for a summary of the more important adjustments made to the land sale comparables that were analyzed. The more significant adjustments (i.e. – of 10% or more) are briefly discussed below.

Data # 3 requires some downward adjustment for conditions of sale since the property reportedly sold at somewhat above market value. Data # 4 required relatively significant upward adjustment for market conditions. All of the analyzed land sales required relatively significant upward adjustment for their overall inferior locations. Data # 1, 4 and 5 required significant upward adjustment for their larger parcel sizes. All of the analyzed land sales required some downward adjustment for their overall superior zoning. Please note that data # 1, 3 and 5 required additional downward adjustment since the parcels could reportedly be divisible. Data # 4 and 5 required some upward adjustment for their inferior property access. Data # 1, 3, 4 and 5 required considerable upward adjustment Item: 12
417

_ Michael J. Francis, MAI
29 for their inferior topography. Please note that data # 2 also required considerable upward adjustment for its inferior topography, however, this was partially offset by an upward adjustment for the nearby creek amenity. Data # 1 and to a greater degree data # 4 required an upward adjustment for their inferior offsite improvements.

Given this sales information and considering discussions with local real estate agents and current market conditions, I have estimated the Market Value of the Fee Simple Estate of the subject proper ty as of June 1, 2022 via the Sales Comparison Approach to lie between $47,000/acre to $50,000/acre (say:
$48,500/acre) as shown below.

3.2 acres x $48,500/acre = $155,200
Rounded: $160,000

The current market v alue of the subject property via the Sales Comparison Approach:
$160,000
Item: 12
418

_ Michael J. Francis, MAI
30 RECONCILIATION AND FINAL VALUE

With respect to reconciliation, there is, in this case, only one applicable approach to value, the Sales Comparison Approach. The Sales Comparison Approach to value is believed the most relevant indicator of value, as it is the most likely method of valuation a potential purchaser would use in the marketplace. As a result, this is the sole basis for the value conclusion. The following value estimate reflects current market conditions.

Based upon the investigations conducted, analyses made, and on my experience as a real estate analyst and appraiser, I have formed the opinion that as of June 1, 2022, and subject to the Assumptions and Limiting Conditions set forth in the report, the market value of the Fee Simple Estate of the subject property is as follows:

ONE HUNDRED SIXTY THOUSAND DOLLARS
$160,000

Estimate of Exposure Time
The final value estimate reflects an exposure period of approximately 3 to 24 months, with an approximate average exposure time of 15 months. This estimate is based on the market data evidence presented and interviews with those active and knowledgeable in this real estate market.

Item: 12
419

_ Michael J. Francis, MAI
31 ADDENDA
Item: 12
420

_ Michael J. Francis, MAI
32 Regional Map & Neighborhood Map

Item: 12
421

Item: 12
422

Item: 12
423

_ Michael J. Francis, MAI
33 Subject Property Aerial and Map Exhibits
Item: 12
424

Item: 12
425

Item: 12
426

_ Michael J. Francis, MAI
34 Subject’s Parcel Map and Legal Description
Item: 12
427

Item: 12
428

Item: 12
429

_ Michael J. Francis, MAI
35 Subject’s Plat Map

Item: 12
430

Item: 12
431

Item: 12
432

_ Michael J. Francis, MAI
36 Subject’s Topographic Map
Item: 12
433

Item: 12
434

_ Michael J. Francis, MAI
37 Subject’s MLS Property Details Report

Item: 12
435

Item: 12
436

_ Michael J. Francis, MAI
38 Subject Photo Map and Subject Photos

Item: 12
437

Item: 12
438

Item: 12
439

Item: 12
440

Item: 12
441

Item: 12
442

_ Michael J. Francis, MAI
39 Comparable Land Sales:

Land Sales Map and Aerial Photos, Topographic Maps
and MLS Property Details Sheets

Item: 12
443

Item: 12
444

Item: 12
445

Item: 12
446

Item: 12
447

Item: 12
448

Item: 12
449

Item: 12
450

Item: 12
451

Item: 12
452

Item: 12
453

Item: 12
454

Item: 12
455

Item: 12
456

Item: 12
457

Item: 12
458

Item: 12
459

Item: 12
460

Item: 12
461

Item: 12
462

Item: 12
463

Item: 12
464

Item: 12
465

Item: 12
466

_ Michael J. Francis, MAI
40 Preliminary Title Report

Item: 12
467

Prelim (CA/NV) Page 1 192002-001219
675 Placentia Avenue, Suite 225
Brea, CA 92821
Office Phone: (949)404-2500
Office Fax: (714)667-0338
Title Officer Email: [email protected]
Serrano Summit
Lake Forest, CA
Attn:

Your Ref:

Our Order No.: 192002-001219
Version No. UPDATED 3/18/2021
Property Address: Serrano Summit, Lake Forest, CA
Preliminary Report Dated as of March 11, 2021 at 7:30 a.m..

IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, North American Title Insurance Company
Hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms.

The printed Exceptions and Exclusions from the coverage and limitations on covered risks of said Policy or Policies are set forth in Exhibit A attached. The Policy to be issued may contain an Arbitration Clause. When the amount of insurance is less than that set forth in the Arbitration Clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the Parties. Limitations on covered risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a deductible amount and a maximum dollar limit of liability for certain coverages are also set forth in Exhibit A. Copies of the Policy forms should be read. They are available from the office which issued this report.

Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered.

It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land.

This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested.

The form of Policy of title insurance contemplated by this report is:

ALTA Extended Loan Policy (6/17/06)
ALTA Extended Owner's Policy
Please note that the America First Homeowner's Policy (CLTA/ ALTA Homeowner's Policy) can only be issued on transactions involving individuals as purchasers and residential 1-4 properties. Any indication that the America First Homeowner's Policy (CLTA/ ALTA Homeowner's Policy) will be issued in a transaction that does not meet these criteria is hereby revised to state that the policy contemplated is a Standard Coverage Policy.

Randy Dean, Title Officer
Item: 12
468

Prelim (CA/NV) Page 2 192002-001219

SCHEDULE A

1. The estate or interest in the land herein after described or referred to covered by this report is:

Fee Simple

2. Title to said estate or interest at the date hereof is vested in:

Lennar Homes of California, Inc., a California Corporation

3. Real Property in the City ofLake Forest, County of Orange, State of California, described as follows:

See attached Legal Description
Item: 12
469

Prelim (CA/NV) Page 3 192002-001219

LEGAL DESCRIPTION
Real Property in the City ofLake Forest, County of Orange, State of California, described as follows:

THAT CERTAIN PARCEL OF LAND SITUATED IN THE CITY OF LAKE FOREST. COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING THAT PORTION OF PARCEL 2 OF AMENDING MAP PARCEL MAP NO. 89-218 AS SHOWN ON A MAP THEREOF FILED IN BOOK 274, PAGES 27 THROUGH 29 INCLUSIVE, OF

PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT POINT "B" DESCRIBED HEREINABOVE IN PARCEL 2; THENCE ALONG THE SOUTHEASTERLY LINE OF SAID PARCEL 2 THROUGH THE FOLLOWING COURSES:

SOUTH 18°55'36" WEST 16.15 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 38.00 FEET; THENCE ALONG SAID CURVE SOUTHWESTERLY 26.60 FEET THROUGH A CENTRAL ANGLE OF 40°06'07" TO A POINT OF COMPOUND CURVATURE WITH A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 432.00 FEET, A RADIAL LINE OF SAID CURVES FROM SAID POINT BEARS NORTH 30°58'17" WEST; THENCE ALONG SAID CURVE WESTERLY 249.60 FEET THROUGH A CENTRAL ANGLE OF 33°06'16" TO A POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 85:00 FEET, A RADIAL LINE OF SAID CURVE FROM SAID POINT BEARS SOUTH 02°07'59" WEST; THENCE ALONG SAID CURVE WESTERLY 50.13 FEET THROUGH CENTRAL ANGLE OF 33°47’31"; THENCE LEAVING SAID SOUTHEASTERLY LINE OF PREVIOUSLY DESCRIBED PARCEL 2, RADIALLY FROM SAID CURVE SOUTH 31°39'32" EAST 21.34 FEET: THENCE SOUTH 58°20'28" WEST 38.13 FEET; THENCE SOUTH 13°24'45' WEST 11.88 FEET; THENCE SOUTH 31°39'32" EAST 294.37 FEET; THENCE NORTH 58°20'28" EAST 66.85 FEET; THENCE NORTH 59°26'33" EAST 15.93 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 20.50 FEET; THENCE ALONG SAID CURVE EASTERLY 9.26 FEET THROUGH A CENTRAL ANGLE OF 25°53’4" TO A POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 270.73 FEET, A RADIAL LINE OF SAID CURVE FROM SAID POINT BEARS NORTH 04°39'53" WEST; THENCE ALONG SAID CURVE NORTHEASTERLY 194.34 FEET THROUGH CENTRAL ANGLE OF 41°07’42"; THENCE NON-TANGENT FROM SAID CURVE SOUTH 45°41'14" EAST 14.30 FEET TO A POINT ON A NON TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 63.83 FEET, A RADIAL LINE OF SAID CURVE FROM SAID POINT BEARS SOUTH 26°57'26" EAST; THENCE ALONG SAID CURVE EASTERLY AND SOUTHEASTERLY 81.52 FEET THROUGH A CENTRAL ANGLE OF 73°10’27"; THENCE NON-TANGENT FROM SAID CURVE NORTH 69°37’50" EAST 18.39 FEET; THENCE NORTH 77°10'49" EAST 5.23 FEET TO THE SOUTHEASTERLY BOUNDARY LINE OF SAID AMENDING MAP PARCEL MAP NO. 89-218; THENCE ALONG SAID SOUTHEASTERLY BOUNDARY LINE NORTH 20°43'20" EAST 14.58 FEET; THENCE LEAVING SAID SOUTHEASTERLY BOUNDARY LINE NORTH 12°00'44" WEST 15.98 FEET; THENCE NORTH 62°51'17" WEST 11.92 FEET; THENCE NORTH 18°02'17" EAST 191.36 FEET; THENCE NORTH 63°07’31" WEST 66.62 FEET; THENCE NORTH 39°33'03" WEST 76.25 FEET; THENCE WEST 72.78 FEET; THENCE SOUTH 18°55'36" WEST 24.00 FEET: THENCE NORTH 71°04'24" WEST 46.14 FEET TO THE POINT OF BEGINNING.

APN: 610-691-41
Item: 12
470

Prelim (CA/NV) Page 4 192002-001219

SCHEDULE B
At the date hereof exceptions to coverage in addition to the printed exceptions and exclusions in the policy form designated on the face page of this report would be as follows:

1. General and special taxes and assessments for the fiscal year 2021-2022, a lien not yet due or payable.

2. General and special taxes and assessments for the fiscal year 2020-2021.

First Installment: $40,911.77, PAID
Penalty: $0.00
Second Installment: $40,911.77, OPEN (Due By: April 12, 2021) Penalty: $4,114.17
Tax Rate Area: 30-178
A. P. No.: 610-691-41

3. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

4. Water rights, claims or title to water, whether or not shown by the public records.

5. Refers to a license of right-of-way affecting said land for the purpose of maintaining a motor-way and fire-break over and across a strip of land 50 feet in width extending across a portion of said and as provided by agreement entered into on July 30, 1934, by and between the Whiting Company, as licensor, and the State of California, as licensee, recorded September 29, 1934 in Book 705, Page 237 of Official Records
The location of the easement cannot be determined from record information.

6. Permanent non-exclusive easements over all roads now in existence on said land and over all existing easements for utility purposes on such property, for the purpose of utilities and of ingress and egress to and from real property owned by grantor in the portion of said Rancho Canada De Los Alisos not now included in the Orange County Municipal Water District, provided, however, that such roads and/or utility easements may be relocated or abandoned at any time by grantee, its successors and assigns, if a substantially equivalent road or easement, as the case may be, for such purposes shall be substituted therefore, any such substitute road or easement shall serve the purposes served by the abandoned easement in a reasonable and satisfactory manner. In the exercise of the regulations of grantee with respect to the locking of gates and keeping the public from acquiring easements, as reserved by the El Toro Company, a Partnership, their successors and assigns in deeds recorded December 31, 1958 in book 4533 pages 588, 590 and 593 of Official Records and in deed recorded January 20, 1961 in book 5598, page 393 of Official Records.

The location of the easement cannot be determined from record information.

7. An easement for both pole lines and conduit and incidental purposes, recorded as Book 10071 Page 684 of Official Records.

In Favor of: Southern California Edison Company
Affects: as described therein

8. An easement shown or dedicated on the map filed or recorded July 2, 1979 as Book 13213, Page 1111 of Official Records
For: Aircraft operations, sound, air space and avigation and incidental purposes.

Subject to the same conditions and limitations.

Item: 12
471

Prelim (CA/NV) Page 5 192002-001219
The location of the easement cannot be determined from record information.

9. An easement shown or dedicated on Parcel Map 89-218.

For: Scenic Preservation purposes and incidental purposes.

10. An irrevocable offer to dedicate for riding and hiking purposes in favor of Los Alisos Water District as dedicated on Parcel Map 89-218
said offer was accepted for public use by a resolution, executed by board of supervisors and recorded April 6, 1994 as Instrument No. 94-0238398 and April 8, 1994 as Instrument No. 94-0248194, both of Official Records.

11. An easement for underground electrical supply systems and communication systems and incidental purposes, recorded June 4, 1991 as Instrument No. 91-277708 of Official Records.

In Favor of: Southern California Edison Company, a corporation Affects: As described therein

12. An easement for pipelines, with metering, measuring, regulating and other equipment, for the transportation of gas, petroleum products and other substances, with the right of ingress and egress to and from the same and incidental purposes, recorded July 10, 1991 as Instrument No. 91-355245 of Official Records.

In Favor of: Southern California Gas Company, a corporation Affects: As described therein

13. The matters contained in that certain "Amended major thoroughfare and bridge fee program for foothill circulation phasing plan" as disclosed by Resolution No. 92-614 of the Board of Supervisors of Orange County, a certified copy of which was recorded June 2, 1992 as Instrument No. 92-369892 Of Official Records.

Reference is hereby made to said document for full particulars.

14. Matters contained in that certain document entitled "Amended and Restated Allen-Mc Collock Pipeline Sublease" executed by and between Municipal Water District of Orange County and Los Alisos Water District, recorded August 27, 1992 as Instrument No. 92-569777 of Official-Records.

15. An easement for water transmission and incidental purposes, recorded August 19, 1997 as Instrument No. 19970397278 of Official Records.

In Favor of: Metropolitan Water District of Southern California Affects: As described therein
The location of the easement cannot be determined from record information.

16. The terms and provisions contained in the document entitled "School Facilities Funding and Mitigation Agreement" recorded July 23, 2008 as Instrument No. 2008-352440 of Official Records.

The terms and provisions contained in the document entitled Assignment and Assumption of School Facilities Funding and Mitigation Agreement, executed by and between Irvine Ranch Water District, a California water district and Lennar Homes of California Inc., a California corporation, recorded September 1, 2017, as Instrument No. 2017000374693 of Official Records.

Item: 12
472

Prelim (CA/NV) Page 6 192002-001219

17. The terms and provisions contained in the document entitled Development Agreement, executed by and between The City of Lake Forest and Irvine Ranch Water District, recorded October 2, 2008, as Instrument No. 2008-486878 of Official Records.

18. The terms and provisions contained in the document entitled "Fuel Modification and Temporary Easement Agreement", recorded November 13, 2012 as Instrument No. 2012000696251 of Official Records.

19. An easement for underground/buried water pipeline purposes and incidental purposes, recorded July 28, 2016 as Instrument No. 2016000345948 of Official Records. In Favor of: Trabuco Canyon Water District Affects: As described therein
The effect of a "Correction Easement Deed" recorded February 09, 2018 as Instrument No. 2018000046958

20. Easements, Covenants and Conditions contained in the deed from Irvine Ranch Water District, a California water district, as Grantor, to Lennar Homes of California Inc., a California corporation, as Grantee, recorded September 1, 2017 as Instrument No. 2017000374689 of Official Records. Reference being made to the document for full particulars, but deleting any covenant, condition, or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, sexual orientation, familial status, disability, handicap, national origin, genetic information, gender, gender identity, gender expression, source of income (as defined in California Government Code § 12955(p)) or ancestry, to the extent such covenants, conditions or restrictions violation 42 U.S.C. § 3604(c) or California Government Code § 12955. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

21. The terms and provisions contained in the document entitled Grant of Temporary Access Easement, executed by and between Lennar Homes of California Inc., a California corporation and Irvine Ranch Water District, a California water district, recorded September 1, 2017, as Instrument No. 2017000374691 of Official Records.

22. The terms and provisions contained in the document entitled Easement Quitclaim Deed, executed by and between Irvine Ranch Water District a California water district and Lennar Homes of California, Inc., a California Corporation, recorded December 28, 2018, as Instrument No. Instrument No. 2018000483800 of Official Records.

23. The terms and provisions contained in the document entitled Grant of Temporary Access and Construction Easement, executed by and between Irvine Ranch Water District, a California water district and Lennar Homes of California Inc., a California corporation, recorded September 1, 2017, as Instrument No. 2017000374692 of Official Records.

24. Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/NSPS survey made by Hunsaker & Associates on August 22, 2017, designated Job Number not shown:

A) Concrete curbs cross a portion of the south boundary of the property. B) Unrecorded easement for access across a portion of the south boundary of the property as evidenced by an asphalt road crossing said boundary into the area depicted as Lot J on the above referenced survey.

25. The terms and provisions contained in the document entitled Civic Center Drive, executed by and between Irvine Ranch Water District a California water district and City of Lake Forest, a California municipal corporation, recorded March 6, 2018, as Instrument No. 2018000079566 of Official Records.

Item: 12
473

Prelim (CA/NV) Page 7 192002-001219

26. The terms and provisions contained in the document entitled Secured Fire Protection Agreement, executed by and between Orange County Fire Authority a California Joint Powers Authority and Lennar Homes of California, Inc., recorded August 30, 2018, as Instrument No. 2018000319408 of Official Records.

27. An easement for right of way and incidental purposes, recorded January 3, 2019 as Instrument No. 2019000001451 of Official Records.

In Favor of: Southern California Edison Company, a corporation, its successors and assigns.

Affects: said land

28. The terms and provisions contained in the document entitled Subdivision Improvement Agreement for Completion of Public Improvements Tract No. 17331, executed by and between City of Lake Forest, a California municipal corporation and Lennar Homes of California, Inc., a California Corporation, recorded January 31, 2019, as Instrument No. 2019000032100 of Official Records.

29. An easement for pipelines, utilities, and access and incidental purposes, recorded November 5, 2020 as Instrument No. 2020000634451 of Official Records.

In Favor of: Irvine Ranch Water District a California water district Affects: said land

30. The terms and provisions contained in the document entitled Easement Agreement, executed by and between Irvine Ranch Water District a California water district and Lennar Homes of California, Inc., a California Corporation recorded November 16, 2020, as Instrument No. 2020000659613 of Official Records.

31. The terms and provisions contained in the document entitled Easement Agreement, executed by and between Irvine Ranch Water District a California water district and Lennar Homes of California, Inc., a California Corporation recorded November 16, 2020, as Instrument No. 2020000659614 of Official Records.

32. We find no open deeds of trust, and will require the Open Loans Affidavit form to be submitted for review prior to close.

33. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of persons in possession thereof.

34. Any rights, interests, or claims of parties in possession of the land not shown by the public records.

35. With respect to Lennar Homes of California, Inc., a California Corporation:
a. A certificate of good standing of recent date issued by the Secretary of State of the corporation’s state of domicile.
b. A certified copy of a resolution of the Board of Directors authorizing the contemplated transaction and designating which corporate officers shall have the power to execute on behalf of the corporation. c. Other requirements which the Company may impose following its review of the material required herein and other information which the Company may require.
*********************END OF REPORT********************* Item: 12
474

Prelim (CA/NV) Page 8 192002-001219
__________________________________________________________________________________________ ********************NOTES*********************

NOTICE OF RECORDING PROCEDURE
Pursuant to Cal. Revenue & Tax Code §480.3, all Deeds and other Documents that reflect a change in ownership must be accompanied by a Preliminary Change of Ownership Report to be completed by the transferee. If this special report is not presented at the time of recording, an additional recording fee of $20.00, as required by law, will be charged. Preliminary Change in Ownership forms, instructions on how to complete them, and a nonexclusive list of documents that are affected by this change, are available from the County Recorder's Office or the Office of the County Assessor.

Effective January 1, 2018, Cal. Government Code §27388.1 imposes an additional fee of $75.00 to be paid at the time of recording for every real estate instrument, paper, or notice required or permitted by law to record, except those expressly exempted from payment.

GOOD FUNDS LAW
Under Section 12413.1 of the California Insurance Code,Lennar Title, Inc. f/k/a CalAtlantic Title, Inc. may only make funds available for disbursement in accordance with the following rules:

Same day availability. Disbursement on the date of deposit is allowed only when funds are deposited to Lennar Title, Inc. f/k/a CalAtlantic Title, Inc.by Cash or Electronic Transfer (Wire). Cash will be accepted only under special circumstances and upon approval by management.

Next business day availability. If funds are deposited toLennar Title, Inc. f/k/a CalAtlantic Title, Inc.by cashier's checks, certified checks or teller's checks, disbursement may be on the next business day following deposit. A “teller's check” is one drawn by an insured financial institution against another insured financial institution (e.g., a savings and loan funding with a check drawn against a FDIC insured bank).

Second business day availability. If the deposit is made by checks other than those described in paragraphs 1 and 2 above, disbursement may occur on the day when funds must be made available to depositors under Federal Reserve Regulation CC. In most cases, these checks will be available on the second business day following deposit. (For further details, consult California Insurance Code Section 12413, et seq. and Regulation CC).

These are the minimum periods before funds will be made available. Lennar Title, Inc. f/k/a CalAtlantic Title, Inc. is not obligated to disburse funds at the expiration of the time periods above, and expressly reserves the right to require additional time before disbursing on deposited funds. Close of escrow and final disbursement will not be made based on deposits in the form of personal checks, corporate checks, credit union checks, money market checks, travelers checks and official checks until confirmation of final clearance of the funds.

Lennar Title, Inc. f/k/a CalAtlantic Title, Inc.will not be responsible for accruals of interest or other charges resulting from compliance with the disbursement restrictions imposed by state law.

Lennar Title, Inc. f/k/a CalAtlantic Title, Inc.charges for recording the transaction documents include charges for services performed by Lennar Title, Inc. f/k/a CalAtlantic Title, Inc., in addition to an estimate of payments to be made to governmental agencies.

Note: The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than the certain dollar amount set forth in any applicable arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. If you desire to review the terms of the policy, including any arbitration clause that may be included, contact the office that issued this Commitment or Report to obtain a sample of the policy jacket for the policy that is to be issued in connection with your transaction.

Item: 12
475

Prelim (CA/NV) Page 9 192002-001219
The map attached, if any, may or may not be a survey of the land depicted hereon.Lennar Title, Inc. f/k/a CalAtlantic Title, Inc. expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached.

Additional Notes:

Item: 12
476

Prelim (CA/NV) Page 10 192002-001219

AFFILIATED BUSINESS ARRANGEMENT DISCLOSURE
Referring Party: Lennar Title, Inc., CalAtlantic Title, Inc., Lennar Title, LLC, or Lennar Closing Services, Inc., as applicable (“Lennar Title”)
This is to give notice that Lennar Title has a business relationship with North American Title Insurance Company (“NATIC”) and Lennar Insurance Agency, LLC (“LIA”) because Lennar Title’s parent, Lennar Title Group, LLC (“LTG”), has an indirect 20% ownership interest in NATIC’s parent company and an 80% ownership interest in LIA. Because of this relationship, this referral of services may provide Lennar Titlea financial or other benefit.

Set forth below are the estimated charges or range of charges for the settlement services provided by NATIC and LIA. You are NOT required to use NATIC or LIA as a condition for closing your transaction and obtaining insurance.

THERE ARE FREQUENTLY OTHER SETTLEMENT SERVICE PROVIDERS AVAILABLE WITH SIMILAR SERVICES. YOU ARE FREE TO SHOP AROUND TO DETERMINE THAT YOU ARE RECEIVING THE BEST SERVICES AND THE BEST RATE FOR THESE SERVICES.

Title Insurance Fees
Lennar Title provides closing services and title insurance through numerous title insurance underwriters, one of which is NATIC. If NATIC is selected as the title insurer, the following fees apply:
10% - 40% of costs for lender’s and/or owner’s title insurance, as applicable, depending on the property state, and as shown on the Loan Estimate and/or Closing Disclosure provided by your lender.

Contact your local CAT representative for a more detailed title insurance quote based on your specific transaction.

Insurance
Lennar Insurance Agency, LLC (LIA) is an insurance agent that provides, among other products, homeowner’s/hazard and flood insurance. Set forth below are the estimated range of charges by LIA for the settlement services listed.

Description of Settlement Service Range of Charges - Annual Premium Homeowner’s/Hazard Insurance 0.2% - 2.5% of purchase price amount Flood Insurance 0.1% - 0.5% of purchase price amount
NOTE: The above premium ranges for homeowner’s/hazard and flood insurance are from LIA. If enhancements to the standard policy such as increased limits, scheduled articles, and/or earthquake coverage are required, the premium may increase. Actual quote and acceptance by LIA is subject to LIA’s application of their underwriting guidelines, including but not limited to verification of your credit score and previous loss history. Of course, the cost of your insurance may vary due to many factors including, without limitation, the size, location and cost of your home.

Item: 12
477

Prelim (CA/NV) Page 11 192002-001219

ACKNOWLEDGMENT
I/we have read this disclosure form, and understand that Lennar Title is referring me/us to purchase the above-described settlement service and may receive a financial or other benefit as the result of this referral.

Buyer/Borrower:

Date:

Seller:

Date:

Item: 12
478

Prelim (CA/NV) Page 12 192002-001219
LENNAR TITLE, INC. F/K/A CALATLANTIC TITLE, INC.
675 Placentia Avenue, Suite 225
Brea, CA 92821
Office Phone: (949)404-2500
Office Fax: (714)667-0338
Attention:

Your Ref:

Our Order No.: 192002-001219

LENDERS SUPPLEMENTAL REPORT
Dated as of March 11, 2021 at 07:30 AM.

Title Officer: Randy Dean
The above numbered report (including any supplements or amendments thereto) is hereby modified and/or supplemented in order to reflect the following additional items relating to the issuance of an American Land Title Association loan form policy of Title Insurance:

Our ALTA Loan Policy, when issued, will contain ALTA 9-06, ALTA 8.2-08 and ALTA 22-06 There is located on said land a Unimproved
Known as: Serrano Summit, Lake Forest, CA
City of Lake Forest
County of OrangeState of California.

NOTE: According to the public records, there have been no Deeds conveying the land described herein within a period of 24 months prior to the date of this Report, except as follows: none Item: 12
479

Prelim (CA/NV) Page 13 192002-001219
Privacy Notice Rev. December 2020
Lennar Title Group Family of Companies
FACTS WHAT DOES LENNAR TITLE GROUP, LLC FAMILY OF COMPANIES (“LTG”) DO WITH YOUR PERSONAL INFORMATION?
Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some, but not all, sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:
 Social Security number and income
 Transaction history and payment history
 Purchase history and account balances
When you are no longer our customer, we continue to share your information as described in this notice.

How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information, the reasons LTG chooses to share, and whether you can limit this sharing.

Reasons we can share your personal information Does LTG share?
Can you limit this
sharing?
For our everyday business purposes –
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus Yes No
For our marketing purposes –
to offer our products and services to you
Yes No
For joint marketing with other financial companies No We don’t share For our affiliates’ everyday business purposes –
information about your transactions and experiences
Yes No
For our affiliates’ everyday business purposes –
information about your creditworthiness
No We don’t share
For our affiliates to market to you Yes Yes
For nonaffiliates to market to you No We don’t share
To limit our sharing  Send an email with your name, property address, and/or file # to [email protected]
 Mail the form below
Questions? Call 1 (844) 654-5408 or go to https://www.lennartitle.com --------------------------------------------------------------------------------------------------------------------------------------- Mail-in Form
If you have a joint account,
your choice(s) will apply to
everyone on your account
unless you mark below.
Apply my choices only to
me.

Mark any/all you want to limit:
Do not allow your affiliates to use my personal information to market to me.

Name
Address
City, State, Zip
Account #
Mail To: Lennar Title Group, LLC Family of Companies
ATTN: Corporate Counsel
730 Northwest 107 th Avenue, Suite 400
Miami, FL 33172
Item: 12
480

Prelim (CA/NV) Page 14 192002-001219

Page 2 ends

Lake Forest City CouncilFebruary 21, 2023

Lake Forest City Council
February 21, 2023