AGENDA
LAKE FOREST CITY COUNCIL
Regular Meeting of the City Council
Tuesday, March 3, 2026
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. To ensure prompt distribution to the City Council, members of the public wishing to provide written materials to the City Council should do so prior to the start of the meeting or as close thereto as possible, as time will not be taken during the public comment period to distribute written materials to the City Council.
TRANSLATION SERVICE: Interpreters are available by request to members of the public that prefer to make their public comments in Spanish or Chinese. Requests for a translator need to be received by 8:00 a.m. the Monday before the scheduled City Council meeting. Such requests must be received via email at [email protected]
March 3, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 1 Los intérpretes están disponibles previa solicitud para el público que prefiera hacer sus comentarios públicos en español o chino. Las solicitudes de traductor deben recibirse antes de las 8:00 a. m. del lunes anterior a la reunión programada del Concejo Municipal. Dichas solicitudes deben recibirse por correo electrónico a [email protected]
如果大眾願意用西班牙語或中文發表公開評論，我們可應要求提供口譯服務。需要在預定市議會會議之前的周一上
午 8:00 之前收到翻譯請求。此類請求必須透過電子郵件收到：[email protected] Rúguǒ dàzhòng yuànyì yòng xībānyá yǔ huò zhōngwén fābiǎo gōngkāi pínglùn, wǒmen kě yīng yā oqiú tígōng kǒuyì fúwù. Xūyào zài yùdìng shì yìhuì huìyì zhīqián de zhōuyī shàngwǔ 8:00 Zh īqián shōu dào fānyì qǐngqiú. Cǐ lèi qǐngqiú bìxū tòuguò diànzǐ yóujiàn shōu dào: translat [email protected]
CALL TO ORDER: 6:30 p.m.
Council Members: Mark Tettemer
Scott Voigts
Benjamin Yu
Mayor Pro Tem: Doug Cirbo
Mayor: Robert Pequeño
City Manager: Debra Rose
City Attorney: Matthew E. Richardson
City Clerk: Thy Merritt
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 may submit a completed “Request to Speak” form to the City Clerk prior to City Council action.
INVOCATION: The Invocation will be provided by Associate Pastor Beth Webb, Foothill Family Church.
PLEDGE OF ALLEGIANCE: The Pledge of Allegiance to the Flag of our Country to be led by Scout Troop #818.
REPORT FROM STUDENT LIAISON: Report from Ethan Barro, Student Liaison from El Toro High School.
March 3, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 2 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 in-person at the meeting will be asked to submit a request to speak to the City Clerk.
CONSENT CALENDAR (Item Nos. 1 – 4)
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.
1. 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.
2. MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL HELD ON FEBRUARY 17, 2026
RECOMMENDED ACTION: Approve as submitted.
3. AWARD OF CONTRACT FOR RETAIL RECRUITMENT CONSULTING
SERVICES
RECOMMENDED ACTION: 1. Award a Professional Consultant Services Agreement for Retail Recruitment Consulting Services in the amount of $55,000 to The Retail Coach. 2. Authorize the Mayor to sign, and the City Clerk to attest, the award of contract to The Retail Coach, substantially in the form attached.
4. AMENDMENT TO CLASSIFICATION PLAN AND COMPENSATION
SCHEDULE FOR FISCAL YEAR 2025-26 AND AMENDMENT TO EXHIBIT A OF THE PERSONNEL RULES AND REGULATIONS.
RECOMMENDED ACTION: 1. Adopt a Resolution entitled: A
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST,
CALIFORNIA, ADOPTING A REVISED CLASSIFICATION PLAN AND
COMPENSATION SCHEDULE. 2. Adopt a Resolution entitled: A March 3, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 3
PUBLIC COMMENTS
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST,
CALIFORNIA, ADOPTING AN AMENDMENT TO EXHIBIT A OF THE
PERSONNEL RULES AND REGULATIONS.
DISCUSSION/ACTION ITEMS (Item Nos. 5 – 8)
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.
5. APPOINTMENT OF PLANNING COMMISSIONER TO FILL VACANCY EXPIRING DECEMBER 2026
RECOMMENDED ACTION: Select an applicant to fill the Planning Commission vacancy.
6. LAKE FOREST EQUESTRIAN FACILITY LEASE
RECOMMENDED ACTION: Approve the lease with the Lake Forest Equestrian Center, Inc., dba Serrano Creek Ranch, and authorize the City Manager to execute, and the City Clerk to attest, the document.
7. FIRST AMENDMENT TO THE AMENDED AND RESTATED AFFORDABLE
HOUSING LOAN AGREEMENT WITH NATIONAL COMMUNITY
RENAISSANCE OF CALIFORNIA FOR THE ASPAN COURT
AFFORDABLE HOUSING PROJECT
RECOMMENDED ACTION: Approve a Resolution entitled: “A JOINT
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST,
CALIFORNIA, AND THE HOUSING AUTHORITY OF THE CITY OF LAKE
FOREST, CALIFORNIA, APPROVING AN AMENDMENT TO THE
AMENDED AND RESTATED AFFORDABLE HOUSING LOAN
AGREEMENT BETWEEN THE CITY OF LAKE FOREST, LAKE FOREST
HOUSING AUTHORITY, AND NATIONAL COMMUNITY RENAISSANCE”
March 3, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 4 RECOMMENDED ACTION: Adopt a Resolution titled: A RESOLUTION OF
THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA, AMENDING THE 2025-2027 OPERATING BUDGET; AMENDING THE
2025-2032 CAPITAL IMPROVEMENT PLAN, AMENDING
APPROPRIATIONS FOR FISCAL YEAR 2025-26.
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 Tettemer:
Council Member Voigts:
Council Member Yu:
Mayor Pro Tem Cirbo:
Mayor Pequeño:
March 3, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 5
8. FISCAL YEAR 2025-26 MID-YEAR BUDGET REVIEW
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, Thy Merritt, 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 26, 2026.
Thy Merritt
City Clerk
March 3, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 6
CITY COUNCIL AGENDA REPORT
MEETING DATE: 3/3/2026
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: Thy Merritt, City Clerk
Approved By: Debra Rose, City Manager
14 Item: 1
7 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 17, 2026, at the Lake Forest City Council Chambers, 100 Civic Center Drive, Lake Forest, California, was called to order at 5:30 p.m. with Council Member Tettemer absent.
ROLL CALL:
Council Members:
Mark Tettemer
Scott Voigts (arrived at 5:31 p.m.)
Benjamin Yu
Mayor Pro Tem: Doug Cirbo
Mayor: Robert Pequeño
City Manager: Debra Rose
City Attorney: Matthew E. Richardson
City Clerk: Thy Merritt
CLOSED SESSION
1. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION
PURSUANT TO GOVERNMENT CODE SECTION 54956.9(D)(1)
NUMBER OF CASES: 1
Case Name: Brian McMillan v. City of Lake Forest, et al.
USDC Central District Case No.: 8:25-cv-00245-SRM (JDEx) ACTION: Closed session was conducted.
2. CONFERENCE WITH LEGAL COUNSEL- ANTICIPATED LITIGATION
SIGNIFICANT EXPOSURE TO LITIGATION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(D)(2)
NUMBER OF POTENTIAL CASES: 1
ACTION: Closed session was conducted.
PUBLIC SESSION: 6:30 p.m.
INVOCATION: The Invocation was provided by Pastor Walmer Landaverde, Saddleback Church.
Item: 2
8 February 17, 2026 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 2 of 5 PLEDGE OF ALLEGIANCE: The Pledge of Allegiance to the Flag of our Country was led by Cub Scout Pack #623.
CLOSED SESSION REPORT: City Attorney Richardson had no action to report.
PRESENTATIONS: (Item No. 3)
MOTION: It was moved by Council Member Voigts, seconded by Mayor Pro Tem Cirbo, to approve Presentation Item No. 3. The motion was carried by a vote of 4-0 with Council Member Tettemer absent.
1. PROCLAMATION RECOGNIZING LUNAR NEW YEAR
City Manager Rose introduced this item and invited Council Member Yu to provide a presentation. Andrew O’Connor offered public comment.
ACTION: A Proclamation recognizing Lunar New Year was presented to We the Meadows Chairman Harrison Jiang.
PUBLIC COMMENTS:
Mike Davison expressed concerns with the activities of the United States Immigration and Customs Enforcement agency.
Jay Cost expressed concerns with safety during anti- United States Immigration and Customs Enforcement agency activities.
Theo Bishop expressed concerns with agents of the United States Immigration and Customs Enforcement agency wearing masks.
Andrea Alexander thanked staff for accommodating her with a hearing device and expressed concerns with the activities of the United States Immigration and Customs Enforcement agency.
Mark Hermanson expressed gratitude for the City and for public speakers conducting themselves with respect and decorum.
Bob Holtzclaw expressed concern with a homeless man at a bus stop on El Toro Road and requested services for him.
Andrew O’Connor expressed concern with Mayor Pequeño and shared a certificate given to him by the City of Mission Viejo.
CONSENT CALENDAR: (Item Nos. 4 – 11)
Consent Calendar Item Nos. 5, 7, and 10 were pulled for discussion.
Item: 2
9 February 17, 2026 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 3 of 5 MOTION: It was moved by Council Member Voigts, seconded by Council Member Yu, to approve Consent Calendar Item Nos. 4, 6, 8-9, and 11. The motion was carried by a vote of 4-0 with Council Member Tettemer absent.
4. MOTION TO WAIVE READING OF RESOLUTIONS AND ORDINANCES ACTION: Said Ordinances and Resolutions which appeared on the public agenda were determined to have been read by title and further reading waived.
6. PROCLAMATION DECLARING FEBRUARY 22 – 28, 2026 AS NATIONAL
ENGINEERS WEEK
ACTION: Approved a proclamation designating February 22 – 28, 2026 as National Engineers Week in the City of Lake Forest.
8. AN ORDINANCE MAKING VARIOUS UPDATES TO THE LAKE FOREST
MUNICIPAL CODE
ACTION: Conducted second reading of and adopted an Ordinance entitled: AN
ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST CALIFORNIA, AMENDING TITLE 1, TITLE 5, TITLE 6, AND TITLE 8 TO MAKE MINOR REFINEMENTS, CORRECTIONS, AND CLEAN-UP AMENDMENTS; AND ADDING CHAPTER 11.64 TO DIVISION VII OF TITLE 11 REGULATING FIREWORKS; AND DETERMINING THE ORDINANCE TO BE EXEMPT FROM CEQA.
9. AGREEMENT FOR AMAZON BUSINESS MARKETPLACE SERVICES
ACTION: 1. Approved a Cooperative Contract – Master Agreement with Amazon Business Marketplace Services and authorized the Mayor to sign the Participating Addendum. 2. The City Manager, or designee, was authorized to execute all documents necessary to effectuate participation in the cooperative agreement.
11. AGREEMENT FOR CITY BRANDING STREET BANNER PRINTING AND INSTALLATION SERVICES WITH DEKRA-LITE INDUSTRIES, INC.
ACTION: 1. A Maintenance Services Agreement with Dekra-Lite Industries, Inc. for City Branding Street Banner Printing and Installation Services was approved.
2. The Mayor was authorized to sign, and the City Clerk attest, the Agreement, substantially in the form attached.
ITEMS PULLED FOR DISCUSSION: (Item Nos. 5, 7 and 10)
STATEMENT READ INTO THE RECORD:
Item: 2
10 February 17, 2026 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 4 of 5 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 departments in question, I have determined that I have a non-interest in these warrants and will vote on this item.
MOTION: It was moved by Council Member Voigts, seconded by Council Member Yu, to approve Consent Calendar Nos. 5, 7 and 10. The motion was carried by a vote of 4-0 with Council Member Tettemer absent.
5. MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL HELD ON FEBRUARY 3, 2026
Andrew O’Connor offered public comment and expressed concerns with comments made by Sean Fletcher and Council Member Tettemer.
ACTION: The minutes were approved as submitted.
7. CERTIFICATION OF WARRANT REGISTER
Andrew O’Connor offered public comment and expressed concerns with the costs for various vendors.
ACTION: The warrant register in the amount of $5,590,055.39 was approved.
10. FIRST AMENDMENT TO THE AGREEMENT WITH BEST, BEST AND
KRIEGER FOR FEDERAL LOBBYING SERVICES
Andrew O’Connor offered public comment and expressed his concern with the cost of the agreement.
ACTION: The First Amendment to the Professional Consulting Services Agreement with Best, Best and Krieger, LLP for Federal Lobbying Services was approved. 2. The Mayor was authorized to sign, and the City Clerk attest, the First Amendment to the Agreement with Best, Best and Krieger, LLP, substantially in the form attached.
DISCUSSION/ACTION ITEMS: (Item No. 12)
12. SUMMARY OF OUTREACH RESULTS RELATED TO PICKLEBALL COURT
STRIPING AT EL TORO AND MOUNTAIN VIEW PARKS
City Manager Rose introduced the item and invited Deputy City Manager McGovern to provide a presentation. Council questions were asked and answered. No public comment was offered.
Item: 2
11 February 17, 2026 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 5 of 5 MOTION: It was moved by Council Member Yu, seconded by Council Member Voigts, to receive and file the presentation. The motion was carried by a vote of 4-0 with Council Member Tettemer absent.
CITY MANAGER'S REPORT: City Manager Rose had nothing further to report.
CITY COUNCIL COMMENTS:
Council Member Voigts: Council Member Voigts had nothing further to report and wished everyone a Happy Year of the Horse.
Council Member Yu: Council Member Yu had nothing further to report and wished everyone a Happy Year of the Horse.
Mayor Pro Tem Cirbo: Mayor Pro Tem Cirbo reminded the public how Council meetings are conducted, shared Council
Members cannot respond to Public Comments but
concerns are addressed, and encouraged residents to
use the Ask Lake Forest application (ALF).
Mayor Pequeño: Mayor Pequeño reported on his attendance at the Career Fair sponsored by Third District Supervisor
Don Wagner and the Southwest Sips and Community
Dump Day events. He reminded the public about the
Orange County Sheriff Department’s (OCSD) non-
emergency phone line and the City’s ALF application
to report concerns.
ADJOURNMENT: The Regular Meeting of the City Council was adjourned at 7:43 p.m.
Respectfully submitted:
APPROVED:
THY MERRITT ROBERT PEQUEÑO
CITY CLERK MAYOR
Item: 2
12 CITY COUNCIL AGENDA REPORT
MEETING DATE: 03/03/2026
DEPARTMENT: City Manager
SUBJECT:
AWARD OF CONTRACT FOR RETAIL RECRUITMENT CONSULTING
SERVICES
RECOMMENDED ACTION(S):
1. Award a Professional Consultant Services Agreement for Retail Recruitment Consulting Services in the amount of $55,000 to The Retail Coach.
2. Authorize the Mayor to sign, and the City Clerk to attest, the award of contract to The Retail Coach, substantially in the form attached.
EXECUTIVE SUMMARY:
The Economic Development Division (“Division”) consistently pursues business attraction, retention, and expansion as division objectives. Findings from the 2025 Community Satisfaction Survey (“Survey”) included attracting new restaurants and stores as a common suggestion provided by residents. As part of the City of Lake Forest’s (“City”) 2025-2032 Strategic Business Plan (“Strategic Plan”), the City included Initiative SP #15 – Hiring a Broker for Retail Recruitment to address the suggestions provided through the Survey.
In 2025, the City completed a Shopping Center Analysis, which provided a comprehensive economic and development profile, retail market analysis, mixed- use analysis, and lease information portfolio. In addition, the firm recommended retention and business attraction strategies, and transition or re-tenant options based on shopper preferences and economic trends. In November 2025, staff initiated a Request for Proposal (“RFP”) procurement process for Retail Recruitment Consulting Services. Informed by the survey findings and the recommendations outlined in the Shopping Center Analysis, the project would aim to implement targeted retail retention and attraction strategies.
The City received proposals from four firms. The selection committee evaluated proposals through the three RFP phases: technical review, qualification interview, and cost proposal assessment. The Retail Coach’s proposal received the highest ranking, reflecting the firm’s expertise and alignment with the City's objectives.
Item: 3
13 Staff recommend awarding the proposed Professional Consultant Services Agreement for Retail Recruitment Consulting Services (“Proposed Agreement”) to The Retail Coach, with a compensation amount of $55,000. The Retail Coach’s comprehensive approach to the project is supported by favorable references (Attachment 1) and a proven track record working with cities. The Proposed Agreement term is for one-year with two optional one-year extensions.
The Proposed Agreement was prepared by the Economic Development Division and approved as to form by the City Attorney (Attachment 2). Sufficient funds are included in the 2025-2027 Operating Budget to cover the costs of the recommended action.
BACKGROUND:
The Division has consistently focused on business attraction, retention, and expansion as division objectives. Results from the Survey indicated significant demand for new businesses and restaurants in Lake Forest. Addressing this need has become a priority for the enhancement of the community and economic growth. The current offerings in the City are perceived as limited, and there is a strong consensus that attracting new businesses/restaurants would improve overall satisfaction and meet the evolving needs of our community.
In 2025, the City completed a Shopping Center Analysis, which provided a comprehensive economic and development profile, retail market analysis, mixed- use analysis, and lease information portfolio. The objective was to provide a comprehensive report detailing the challenges, opportunities, and strengths of targeted shopping centers and mixed-use sites to evaluate existing retail market conditions and provide recommended strategies to successfully promote economic growth within the City. This project allowed the City to better understand market trends and demands, best practices for fostering a diverse economic environment, and customer preferences for commercial and restaurant tenants.
To achieve the Division’s objectives, address community input, and implement the findings of the Shopping Center Analysis, the City included Initiative SP #15 – Hiring a Broker for Retail Recruitment. Informed by the recommendations outlined in the Shopping Center Analysis, the project would aim to implement targeted retail retention and attraction strategies.
DISCUSSION:
The City Manager reviewed and approved an RFP for Retail Recruitment Consulting Services, which was released on November 6, 2025. Four proposals were received in response to the RFP from the following firms:
Item: 3
14 Kosmont & Associates, Inc. (“Kosmont”)
Retail Strategies
The Retail Coach
VSI Technologies
Consistent with the City’s Purchasing and Contracting Guidelines (“Purchasing Guidelines”), staff assembled a selection committee approved by the City Manager to review proposals and participate in the interview phase of the selection process. Four evaluators were a part of the Technical and Qualifications Review of each proposal. The Selection Committee was comprised of the following staff:
Technical Proposal Review and Interview Evaluators:
Assistant City Manager
Economic Development/Housing Manager
Management Analyst, Economic Development Division
Management Analyst, Finance Department
Review Process:
The review process is comprised of three phases: the Technical Review of written proposals, the Qualifications Interview, and the Revised Cost Proposal evaluation. A firm must receive an average of 60 points (60%) or higher, in the Technical Review phase to move on to the Qualifications Interview phase. All four firms scored at least a 60-point average score from the Technical Proposal Review. The results of the Technical Review phase are summarized in Table 1 below.
Table 1: Technical Review Phase Scoring
Firm Technical Review Rater Total
1 2 3 4
Kosmont 70.5 90 76.5 63 75
Retail
Strategies
75.5 95.5 62 68.5 75.38
The Retail
Coach
71.5 79.5 58 58.5 66.88
VSI
Technologies
76.5 90.5 70 60.5 74.38
Pursuant to the City’s Purchasing Guidelines, the City invited the firms that scored a minimum of 60 points for an interview to discuss their respective approaches to the requested services. However, prior to the interview, VSI Technologies notified staff that they would be unable to attend the scheduled Item: 3
15 interview time. Due to the project timeline, staff were unable to accommodate a rescheduled interview and therefore did not advance VSI Technologies further in the selection process.
Interviews were conducted January 20 and January 21, 2026. Following the Qualifications Interviews and subsequent scoring by the Selection Committee, the Purchasing Coordinator reviewed the cost proposals. The Qualifications Interview and Cost Proposal Evaluation phase scoring is reflected in Table 2.
Table 2: Qualifications Interviews and Cost Proposal Review Phase Scoring Firm Technical Review Rater Total
1 2 3 4
Kosmont 128.2 128.2 114.6 121 123
Retail
Strategies
143.2 173.6 140.8 158.4 154
The Retail
Coach
171.2 189.6 164 164 172.2
VSI
Technologies
(Excluded)
0 0 0 0 0
Including the cost proposal component, The Retail Coach received the highest ranking in the proposal review process. Table 3 shows the total cost for the firms that made it to the Qualifications Interview and Cost Proposal Evaluation phase.
Table 3: Proposed Compensation
Firm Total Compensation
Kosmont Companies $97,300
Retail Strategies $50,000
The Retail Coach $55,000
Recommended Consultant – The Retail Coach
The Retail Coach is a national retail consulting and economic development services firm specializing in retail market analysis, retail recruitment strategies, trade area and consumer data surveys, and comprehensive retail development solutions for municipalities, economic development organizations, chambers of commerce, and private developers. Founded in 2000, The Retail Coach has established itself as a recognized leader in retail recruitment and market research, helping communities enhance their retail environments and drive local economic growth through data-driven insights and targeted retail outreach efforts. The firm’s team works closely with clients to analyze market potential, identify retail opportunities, and proactively connect with national, regional, and local retailers aligned with community needs.
Item: 3
16 Staff believe the firm’s allocation of resources, project management schedule, and project management team differentiated The Retail Coach from other consultants. Staff conducted a reference check with other agencies that have contracted The Retail Coach and found the reference check to be positive and overall indicative of an effective and useful service offering.
Scope of Work
The selected consultant would help identify, attract, and schedule meetings with high-quality retail and restaurant tenants that align with the City’s long-term economic development goals. The selected consultant would work directly with the City to enhance competitiveness by implementing a targeted recruitment strategy. The Scope of Work includes, but is not limited to, the following:
Review the 2025 Shopping Center Analysis;
Collaborate with City staff and key stakeholders, including shopping center owners, property managers, local business owners, and the Lake Forest Chamber of Commerce, to identify recruitment priorities, leasing challenges, and opportunities;
Provide professional brokerage/consulting expertise to improve occupancy rates, strengthen tenant mix, and enhance the competitiveness of the City’s shopping centers, and may speak at a public meetings as requested; Develop and implement a Recruitment Planning Strategy, including prioritizing tenant categories, preparing a concise recruitment brief, and providing periodic progress updates;
Conduct tenant prospecting, outreach, and City marketing, including developing prospect lists, distributing marketing materials, conducting direct outreach, attending trade shows and industry events, and promoting Lake Forest’s commercial centers;
Participate in the 2026 ICSC Conference, including preparation, organizing a Commercial Broker and Property Manager Roundtable, scheduling and conducting meetings, supporting the City’s booth, and representing Lake Forest to prospective tenants and industry professionals.
Proposed Agreement
Staff recommend the City Council award the Proposed Agreement to The Retail Coach with a compensation amount of $55,000. The Proposed Agreement was prepared by Economic Development staff and has been reviewed by the City Attorney and approved as to form. The term of the Proposed Agreement is for one-year with two optional one-year extensions. Staff anticipate that it will take approximately one year to complete the initial deliverables outlined in the Scope of Work. Should the City Council choose to award the Proposed Agreement with Item: 3
17 The Retail Coach, staff would begin working with the consultant to begin the services.
FISCAL IMPACT:
The Proposed Agreement includes a total compensation amount of $55,000. The term of the Proposed Agreement is for one-year with two optional one-year extensions. Sufficient funds are included in the 2025-2027 Operating Budget to cover the costs of the recommended action.
ATTACHMENTS:
1. Attachment 1 – Reference Check for The Retail Coach
2. Attachment 2 – Proposed Agreement for Retail Recruitment Consulting Services
Initiated By: Hope Hairrell, Management Analyst
Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
Item: 3
18 ATTACHMENT 1
Item: 3
19 1 of 2
Contact 1
City of Murrieta, CA
Contact 2
City of Lancaster, CA
Contact 3
City of San Jacinto
# Questions Response Response Response
1 What were the services
performed?
Data services for retail, tenant specific data
studies, appointment setting for ICSC,
presentation for our development group,
retail 360 website.
Lancaster is not super proactive about retail
recruitment as we are more heavily focused on the
industrial market, so the Retail Coach is a nice
extension of staff to represent us at trade shows and
connect us with their corporate connections. They
have completed retail market analysis, gap analysis,
identified our retail trade area, and doing direct
outreach to brokers and retailers. They also have
supported staff with data tools and marketing
materials as well as being a reference for other
projects the city is working on and being able to
provide expert opinions or advice based on their
experience with other cities.
Direct communications with tenants, setting up
meetings inside and outside of ICSC meetings.
Constantly in touch via text and email, very
quick responses. Department of one, so they
rely heavily on them for communication,
networking, and marketing. Extra connection is
always a good thing. Pull all our reports yearly,
so before ICSC they do new studies each time.
Reports can be on a whim or last minute. They
have services like placer and costar, so they
can do specific reports. Done specific reporting
for grocery stores and specific parts of town.
2 How would you rate the quality
of work? Scale
1‐5: 1 Poor, 2 Ok, 3 Good,
4 Very Good, 5 Excellent
5 5 Excellent – their work is detailed and easy to
understand and customized for Lancaster. They have
been able to meet any request for data and information
we’ve asked for.
5 3
Were there any delays or
deviations from the firms'
workplan? If so, what caused
them?
Retail Coach has been attentive and
responsive with no notable delays in
service.
No major delays. Any small shifts were mostly due to
coordinating with City schedules or rescheduling
regular calls due to scheduling conflicts. They’ve
always been communicative and responsive.
Never had delays or deviations from the actual
work plan. Typically get back to them within two
days.
4 Did the firm meet all
deadlines?
Yes Yes. If not, I would expect that they would be
communicative and responsive.
Yes, every single one of them.
5 Was regular communication
satisfactory?
Yes, we have maintained good
communications with Retail Coach and
Charles is excellent at checking in for major
events to forecast potential needs
Yes, communication has been great. They are easy to
reach and keep us updated and they work around the
City’s needs, so if we want to meet more frequently or
infrequently, they have been able to accommodate.
Yes, any time they need assistance they text
them right back. Very communicative and get
right back to them.
6 How would you rate the firm’s
approach and performance
when interacting with
community stakeholders
including elected officials
(Council Members) and
public stakeholders? Scale
1‐5: 1 Poor, 2 Ok, 3 Good, 4
Very Good, 5 Excellent
5 5- Excellent – we don’t have them interact a ton with our Council or public stakeholders, but when they have
they are extremely knowledgeable and professional.
They help breakdown some complex data in way that
makes sense for the public.
5 – excellent, interact very well and
professionally.
Item: 3
20 Reference Check for The Retail Coach
Retail Recruitment Consulting Services
2 of 2
Contact 1
City of Murrieta, CA
Contact 2
City of Lancaster, CA
Contact 3
City of San Jacinto
#
Questions Response Response Response
7 Would you consider using this
firm for future
projects/services?
Yes, in fact, this is our second contract with
Retail Coach.
Yes, they have been great to work with.
Absolutely.
8 Do you have any additional
comments or information
regarding your experience
with the firm?
The City of Murrieta has had a wonderful
experience in working with Retail Coach.
Please feel free to call me if you have any
further questions.
Overall, they have been a strong partner and we are
happy with the work they do. Their relationships to
retailers and brokers has been beneficial.
No, they are just fantastic and they would highly
recommend them. Always very nice, welcoming,
family-oriented, treat you like family.
Item: 3
21 ATTACHMENT 2
Item: 3
22 RETAIL RECRUITMENT CONSULTING SERVICES
(2026-014)
City of Lake Forest
100 Civic Center Dr.
Lake Forest, CA 92630
Docusign Envelope ID: 73F3F320-EC1E-4DE8-B303-36E0E95E51DA Item: 3
23 City of Lake Forest
Professional Consultant Services Agreement
Retail Recruitment Consulting Services
I. PARTIES AND DATE. ................................ ................................ ..............
II. RECITALS. ................................ ................................ ..............................
III. TERMS................................. ................................ ................................ ..
IV. SIGNATURES. ................................ ................................ ........................
V. EXHIBIT "A" SCOPE OF SERVICES ................................ ...........................
VI. EXHIBIT "B" - SCHEDULE OF SERVICES ................................ ..................
VII. EXHIBIT "C" - COMPENSATION ................................ ..............................
VIII. EXHIBIT "D" - INSURANCE REQUIREMENTS ................................ ...........
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24 Title: Retail Recruitment Consulting Services
3 1. PARTIES AND DATE.
This Agreement is made and entered into this [***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, California 92630 (“City”) and The Retail Coach, LLC, a MississippiLimited Liability Company (LLC), with its principal place of business at 86 Clark Blvd., Tupelo, MS 38804 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” Docusign Envelope ID: 73F3F320-EC1E-4DE8-B303-36E0E95E51DA Item: 3
25 Title: Retail Recruitment Consulting Services
4 2. RECITALS.
2.1. Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional Retail Recruitment Consulting Services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional Retail Recruitment Consulting Services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2. Project.
City desires to engage Consultant to render such professional Retail Recruitment Consulting Services consulting services for the Retail Recruitment Consulting Services project ("Project") as set forth in this Agreement.
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26 Title: Retail Recruitment Consulting Services
5 3. TERMS.
3.1. Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Retail Recruitment Consulting Services consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from March 3, 2026 to March 2, 2027, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than two (2) additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
3.2. Responsibilities of Consultant.
3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.
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6 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Aaron Farmer, President Charles Parker, Project Director Caroline Harrelson, Strategy Director Matthew Lautensack, Director Research & Development Kaleb Wilson, Project Manager Keith Rhinehart, Recruitment Specialist.
3.2.5 City's Representative. The City hereby designates Keith Neves, Assistant City Manager, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Charles Parker, Project Director, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's Docusign Envelope ID: 73F3F320-EC1E-4DE8-B303-36E0E95E51DA Item: 3
28 Title: Retail Recruitment Consulting Services
7 failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.10 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
3.2.11 Insurance. Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “D” attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.
3.2.12 Water Quality Management and Compliance.
3.2.12.1 Storm Water Management. Storm, surface, nuisance, or other waters may be encountered at various times during the Services. Consultant hereby acknowledges that it has investigated the risk arising from such waters, and assumes any and all risks and liabilities arising therefrom.
3.2.12.2 Compliance with Water Quality Laws, Ordinances and Regulations. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such Docusign Envelope ID: 73F3F320-EC1E-4DE8-B303-36E0E95E51DA Item: 3
29 Title: Retail Recruitment Consulting Services
8 authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.
3.2.12.3 Compliance with DAMP and LIP. In addition to compliance with the laws, ordinances and regulations listed in Section 3.2.12.2 of this Agreement, Consultant must comply with all applicable requirements of the Orange County Drainage Area Management Plan (“DAMP”), the City of Lake Forest Local Implementation Plan (“LIP”) and the applicable Water Quality Management Plan (“WQMP”). The DAMP contains requirements related to design and construction of public projects. Consultant must be familiar the DAMP, and the LIP and comply with the requirements as specified therein.
A copy of the DAMP is available on the internet at:
http://www.ocwatersheds.com/documents/damp/mapplan
A copy of the LIP is available on the internet at:
http://www.lakeforestca.gov/296/Local-Implementation-Plan-LIP
3.2.12.4 Standard of Care. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in Sections 3.2.12.2 and 3.2.12.3 of this Agreement. Consultant further warrants that it, its employees and subcontractors have or will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services.
3.2.12.5 Liability for Non-compliance.
(A) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Sections 3.2.12.2 and 3.2.12.3 of this Agreement is a violation of federal and state law. Notwithstanding any other indemnity contained in this Agreement, Consultant agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (B) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Consultant’s failure to comply with any applicable water quality law, regulation, or policy. Consultant hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity. (C) Damages: City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in Sections 3.2.12.2 and 3.2.12.3 of this Agreement, or any other relevant water quality law, regulation, or policy. regulation, or policy.
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30 Title: Retail Recruitment Consulting Services
9 3.3. Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed FIFTY- FIVE THOUSAND ($55,000.00) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.
3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “C” may be adjusted each year at the time of renewal as set forth in Exhibit “C.”
3.4. Labor Code Requirements.
3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, Docusign Envelope ID: 73F3F320-EC1E-4DE8-B303-36E0E95E51DA Item: 3
31 Title: Retail Recruitment Consulting Services
10 agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4.2 Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR.
3.5. Accounting Records.
3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.6. General Provisions.
3.6.1 Termination of Agreement.
3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.
3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.
3.6.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.6.1.4 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Consultant: The Retail Coach, LLC
86 Clark Blvd.
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32 Title: Retail Recruitment Consulting Services
11 Tupelo, MS 38804
ATTN: Charles Parker, Project Director
City: City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630
ATTN: City Clerk
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.6.2 Ownership of Materials and Confidentiality.
3.6.2.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.
3.6.2.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.6.2.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) Docusign Envelope ID: 73F3F320-EC1E-4DE8-B303-36E0E95E51DA Item: 3
33 Title: Retail Recruitment Consulting Services
12 working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non- appealable order by a court of competent jurisdiction requires that City release such information.
3.6.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.6.4 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reason¬able attorney's fees and all other costs of such action.
3.6.5 Indemnification.
To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorneys fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Consultant or the City, its officials, officers, employees, agents or volunteers.
If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
3.6.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.
3.6.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.
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13 3.6.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.6.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.6.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.6.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.6.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.6.15 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.6.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.6.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant¬, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.6.18 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment Docusign Envelope ID: 73F3F320-EC1E-4DE8-B303-36E0E95E51DA Item: 3
35 Title: Retail Recruitment Consulting Services
14 because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.6.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.6.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.6.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.7. Subcontracting.
3.7.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
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15 4. SIGNATURES.
4.1. SIGNATURES.
CITY OF LAKE FOREST The Retail Coach, LLC
By: [AUTHORIZED CITY SIGNATURE]
Robert Pequeño
Mayor
By: [VENDOR SIGNATURE 1]
Aaron Farmer
President
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:
By: [CITY CLERK SIGNATURE]
Thy Merritt
City Clerk
By: [VENDOR SIGNATURE 2]
C. Kelly Cofer
Chief Financial Officer (Corporation or LLC)
APPROVED AS TO FORM:
By: [CITY ATTORNEY SIGNATURE]
Best Best & Krieger LLP
City Attorney
[CONTRACT ADMINISTRATOR APPROVAL]
[PROJECT MANAGER APPROVAL]
[CITY CLERK - INSURANCE APPROVAL]
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16 5. EXHIBIT "A" SCOPE OF SERVICES
5.1. EXHIBIT "A" SCOPE OF SERVICES
Consultant shall provide the following Retail Recruitment Consulting Services professional consulting services relative to the City's Retail Recruitment Consulting Services project.
A. General Broker/Consultant Services shall consist of the following but are not limited to:
1. Participate in a project kick-off meeting with City staff to discuss the City’s economic development goals and objectives, review the Scope of Work, identify recruitment priorities, and review the 2025 Shopping Center Analysis;
2. Demonstrate knowledge of City regulations, including zoning, permitting, and business licensing, and incorporate this understanding into tenant recruitment, outreach, and leasing guidance;
3. Participate in the 2026 ICSC conference alongside City staff, including scheduling meetings with ICSC attendees (developers, businesses, etc.), supporting the City’s booth, providing brokerage expertise, identifying prospective tenants, and representing Lake Forest to the retail industry;
4. Collaborate with City staff to review and refine recruitment priorities based on the 2025 Shopping Center Analysis;
5. Engage with key stakeholders, including shopping center owners, property managers, local business owners, and the Lake Forest Chamber of Commerce, to understand leasing challenges and opportunities;
6. Provide professional brokerage/consulting expertise to improve occupancy rates, strengthen tenant mix, and enhance the competitiveness of the City’s shopping centers;
7. May speak at a public meeting (City Council, Commission, etc.).
B. Recruitment Planning Strategy shall consist of the following but are not limited to:
1. Review and prioritize tenant categories identified in the 2025 Analysis, taking into account current market conditions, tenant availability, and trends, to create a focused list of recruitment priorities;
2. Prepare a concise brief summarizing the prioritized recruitment approach, including targeted tenants, outreach tactics, and measurable objectives;
3. Provide periodic updates to City staff on recruitment progress, highlighting any adjustments based on evolving market conditions, tenant interest, or new opportunities.
C. Tenant Prospecting, Outreach, and City Marketing shall consist of the following but are not limited to:
1. Develop a prioritized list of prospective retail and restaurant tenants, including regional and national brands as well as unique local operators;
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17 2. Review and distribute marketing materials (e.g., demographic profiles, site sheets, trade area maps, and property portfolios) to prospective tenants;
3. Conduct targeted outreach:
4. Directly contact prospective tenants via calls, emails, and meetings;
5. Engage property managers, shopping center owners, and local business owners to identify available spaces and recruitment opportunities;
6. Attend trade shows, industry events, and networking opportunities;
7. Promote Lake Forest’s commercial centers through presentations and outreach materials; D. ICSC Participation shall consist of the following but are not limited to:
1. Assist City staff with preparation for the 2026 ICSC Conference, including identifying key attendees and reviewing outreach materials;
2. Prior to ICSC, help organize a Commercial Broker and Property Manager Roundtable, inviting attendees and providing a presentation explaining ICSC’s purpose and how the City’s participation supports retail recruitment, and gathering feedback from local brokers and property managers on available sites and leasing opportunities to highlight at the conference;
3. Participate in the conference, helping manage the booth, scheduling and conducting meetings with businesses, developers, and brokers, and interacting with staff and prospective tenants.
E. Deliverables shall consist of the following but are not limited to:
1. Prospect tenant lists;
2. Review of marketing collateral for tenant recruitment (site sheets, demographics, flyers, etc.);
3. Monthly/quarterly progress reports summarizing outreach activities and measurable outcomes;
4. Annual report summarizing recruitment outcomes, market changes, tenants contacted, leases executed, and recommendations for ongoing recruitment;
5. Complete “handoff package” of all working files, databases, and contacts;
6. Outreach/contact with local brokers, property managers, property owners, businesses, etc.;
7. Attendance at ICSC and the scheduling of meetings at ICSC.
F. The Economic Development Division will be responsible for:
1. Administering the project and overseeing the Broker/Consultant's work;
2. Providing relevant studies, plans, and previous reports (including the 2025 Shopping Center Analysis);
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18 3. Assisting with coordination of stakeholder meetings, site tours, and introductions to property owners and brokers;
4. Providing access to City data, maps, or resources needed to support recruitment efforts;
5. Coordinating presentations with City Council, Commissions, and community groups as necessary.
G. Reporting Requirements shall consist of the following but are not limited to:
1. Prepare monthly/quarterly written progress reports summarizing recruitment efforts and measurable outcomes (contacts, tours, proposals, leases);
2. Prepare an annual report detailing tenant recruitment outcomes, lessons learned, and long- term recommendations;
3. At project closeout, provide a “handoff package” to City staff, including all recruitment materials, databases, and guidance for sustaining recruitment efforts beyond the contract period.
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19 6. EXHIBIT "B" - SCHEDULE OF SERVICES
6.1. EXHIBIT "B" - SCHEDULE OF SERVICES
The Consultant shall provide the services described in Exhibit “A” Scope of Services as directed by the City.
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20 7. EXHIBIT "C" - COMPENSATION
7.1. EXHIBIT "C" - COMPENSATION
Consultant shall be paid for services in accordance with Section 3.3 of the Agreement and as described above under Exhibit “A” Scope of Services and the not to exceed fee of FIFTY-FIVE THOUSAND ($55,000.00). Compensation shall be paid per the following schedule and terms.
Line Item Description Unit of
Measure
Total
General
Broker/Consultant
Services
Kick-off meeting, stakeholder engagement, commercial
broker/ property manager presentation, regulatory
guidance, occupancy improvement strategies.
Not-To-
Exceed
$10,000.00
Recruitment Planning
Strategy
Review/prioritize tenants, prepare strategy brief,
periodic updates.
Not-To-
Exceed
$5,000.00
Tenant Prospecting,
Outreach, and City
Marketing
Develop prospect lists, review/distribute marketing
materials, outreach (calls, emails, site tours).
Not-To-
Exceed
$25,000.00
Deliverables Recruitment brief, prospect lists, progress reports, annual report, handoff package.
Not-To-
Exceed
$7,500.00
ICSC Schedule meetings with developers/retail businesses to meet at ICSC, attend the event, interact with staff and represent the City during meetings, review marketing
collateral staff will prepare for the event.
Not-To-
Exceed
$7,500.00
Total: $55,000
The Retail Coach Hourly Rates
Position Hourly Rate
Executive $ 275.00
Director $ 250.00
Manager $ 200.00
Specialist $ 175.00
In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, Los Angeles-Long Beach-Anaheim.
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21 8. EXHIBIT "D" - INSURANCE REQUIREMENTS
8.1. EXHIBIT "D" - INSURANCE REQUIREMENTS
1.1.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.
1.1.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so. (A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence.
(C) Workers’ Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
(D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
1.1.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
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22 (A) Commercial General Liability
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.
Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (C) Professional Liability (Errors & Omissions):
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
(D) Workers’ Compensation:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
1.1.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self- insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
1.1.5 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a Docusign Envelope ID: 73F3F320-EC1E-4DE8-B303-36E0E95E51DA Item: 3
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23 loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
1.1.6 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
1.1.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
1.1.8 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.
1.1.9 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
1.1.10 Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
1.1.11 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.
1.1.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its Docusign Envelope ID: 73F3F320-EC1E-4DE8-B303-36E0E95E51DA Item: 3
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24 officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
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47 CITY COUNCIL AGENDA REPORT
MEETING DATE: 03/3/2026
DEPARTMENT: City Manager
SUBJECT:
AMENDMENT TO CLASSIFICATION PLAN AND COMPENSATION
SCHEDULE FOR FISCAL YEAR 2025-26 AND AMENDMENT TO EXHIBIT A OF THE PERSONNEL RULES AND REGULATIONS.
RECOMMENDED ACTION(S):
1. Adopt a Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF LAKE FOREST, CALIFORNIA, ADOPTING A REVISED
CLASSIFICATION PLAN AND COMPENSATION SCHEDULE
2. Adopt a Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF LAKE FOREST, CALIFORNIA, ADOPTING AN
AMENDMENT TO EXHIBIT A OF THE PERSONNEL RULES AND
REGULATIONS
EXECUTIVE SUMMARY:
The Lake Forest Classification Plan and Compensation Schedule (“Classification Plan”) identifies salary ranges for City job classifications and lists the number of budgeted full-time positions. Revisions to the Classification Plan are designed to meet the current needs of the City while also providing flexibility to address evolving work demands.
The proposed revised Classification Plan for Fiscal Year 2025-26 includes adding seven (7) new positions and four (4) new classifications. This ensures the classifications accurately reflect the scope of duties and organizational requirements to transition Building and Safety Services from contract services to in-house.
If adopted, the City’s Classification Plan will include 97 full-time classifications, with a total of 80 authorized full-time positions for Fiscal Year 2025-26 (Attachment 1). The estimated additional cost to implement the proposed plan will come from salary savings through the end of this fiscal year. Ongoing funding would be allocated through the Mid-Cycle appropriations process for Fiscal Year 2026-27.
Item: 4
48 3
9 5
6 The Personnel Rules and Regulations (“Personnel Rules”) serve as a guiding policy for the administration of staff and govern employee conduct in performing the City’s business. Following a comprehensive review, staff have proposed an amendment to Exhibit A – Benefits Matrix (Attachment 3) to update job titles to align with the proposed Classification Plan. There is no fiscal impact associated with the proposed revisions to Exhibit A of the Personnel Rules and Regulations.
Staff recommend the City Council adopt both the Resolution revising the Classification Plan and Resolution amending Exhibit A of the Personnel Rules and Regulations.
BACKGROUND:
The City evaluates the organization and makes necessary adjustments based on emerging issues or opportunities. Revisions to the Classification Plan are designed to meet the current needs of the City, while providing flexibility to assess evolving work demands in the future.
Staff routinely analyze the Classification Plan when vacancies occur and with the budget process. The City uses the firm Ralph Andresen & Associates (“RAA”) to review job classifications and recommend a salary range placement for new classifications.
The Personnel Rules serve as a guiding policy for the administration of staff and govern employee conduct in performing the City’s business. The Personnel Rules were last updated and approved by the City Council on June 3, 2025.
The City of Lake Forest 2025-2032 Strategic Business Plan (“Strategic Plan”) was adopted on June 3, 2025, and includes an initiative titled SP #54 – Review of Contract Services v. In House Services. The purpose of this initiative is to provide a preliminary assessment of the current contract services model for certain key services provided by the City. As the City transitions to a maintenance city, this effort assesses cost centers and evaluates whether the current contract service model continues to provide the City with the best value and desired service levels.
The City’s current contract provider is Interwest Consulting (“Interwest”). On April 16, 2025, the City released a Request for Proposals (“RFP”) for Building and Safety Services. Through the RFP, staff received technical and cost proposals that met the minimum requirements from six vendors.
Item: 4
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6 DISCUSSION:
Proposed Classification Plan Changes
Since the City’s incorporation in 1991, building and safety plan check, inspection, and permit services have been provided to residents and businesses through a contract service provider. Under this model, compensation has historically been structured as a percentage of permit revenues. This approach proved effective during the 2000s and 2010s, when the City experienced significant development activity, including large-scale projects and planned communities.
In support of the Strategic Plan initiative, and as part of the City’s 2025 Classification and Compensation Study, staff requested that RAA evaluate and establish salary ranges for key Building and Safety positions that would be required to deliver the same level of service if these functions were transitioned to an in-house staffing model.
The preliminary assessment compared projected personnel costs under an in- house service model to the estimated costs associated with continuing the existing contract model over a three-year period. This analysis considered salary and benefit costs, projected workload levels, operational efficiencies, and long- term fiscal sustainability. Based on this evaluation, staff determined that an in- house personnel services model is expected to result in lower overall costs over a three-year period while providing the City with greater operational control, service continuity, and alignment with long-term organizational needs.
The proposed Classification Plan includes 97 full-time classifications (i.e., job titles) and authorizes 80 full-time positions for Fiscal Year 2025-26. These changes to the Compensation Plan provide the City with the flexibility to fill authorized positions as needed, without requiring that all positions be filled immediately. The proposed Classification Plan would enact the following changes.
Addition of Four (4) New Classifications
The proposed Classification Plan reflects the addition of four (4) new classifications (i.e., job titles):
Building Inspector
Building Official
Human Resources Analyst
Senior Building Inspector
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6 Addition of Seven (7) New Positions
RAA developed the classification specifications and established the recommended salary grades for each of the proposed positions. The recommended positions reflect the staffing necessary to support the transition of Building and Safety services from a contracted model to an in-house operation within the Community Development Department.
The proposed positions are phased over two fiscal years to align with operational needs, anticipated workload, and budgetary considerations. This phased approach allows the City to implement the in-house service model in a deliberate and orderly manner while maintaining flexibility to adjust staffing levels as service demands are assessed.
The recommended positions and timeline for hiring are summarized in Table 1 below:
Table 1: Proposed New Positions
Title FTE Fiscal Year
Building Official 1 2025-26
Human Resources Analyst 1 2025-26
Building Inspector 1 2026-27
Permit Technician 1 2026-27
Senior Building Inspector 1 2026-27
Senior Permit Technician 1 2026-27
Senior Technician 1 2026-27
If authorized, the Building Official would be hired in FY 2025–26 and will be onboarded prior to any additional Building and Safety hiring. The hiring of the Building Official in the current fiscal year ensures that the position will assume responsibility for the division, make staffing decisions, and transition Building and Safety from a contract-based model to an in-house operation. The additional Building and Safety positions are proposed to be recruited for and hired in FY 2026–27.
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6 In addition to Building and Safety positions, the proposed Classification Plan includes one (1) Human Resources Analyst position. The addition of six (6) new full-time positions to bring Building and Safety services in house will significantly increase recruitment, classification, onboarding, training, benefits administration, and employee relations responsibilities. The Human Resources Analyst position is necessary to support the increased workload overall, continue to ensure compliance with applicable employment laws and best practices, and provide ongoing organizational support as the City’s staffing levels expand.
Staff recommend hiring a Human Resources Analyst in the current fiscal year to support the planned recruitment activity. Hiring this position in advance ensures support is fully in place prior to the FY 2026–27 hiring of the additional Building and Safety positions.
Personnel Rules and Regulations
The Personnel Rules and Regulations (“Personnel Rules”) serve as a guiding policy for the administration of staff and govern employee conduct in performing the City’s business. The Personnel Rules were last updated and approved by the City Council on June 3, 2025.
As with other policies, the Personnel Rules must be updated periodically to address changes in the law, best practices, and the City’s operations. Following a thorough review, staff are proposing an amendment to Exhibit A (Benefits Matrix) of the Personnel Rules. Exhibit A includes updates to job titles to align with the proposed Classification Plan.
Staff have attached an underline/strikeout version of Exhibit A of the Personnel Rules and Regulations. (Attachment 3)
Staff will continue to monitor legal developments in public employee personnel management and will present future amendments to the Personnel Rules as needed.
FISCAL IMPACT:
The estimated additional cost to implement this updated plan will come from salary savings through the end of the current fiscal year. Ongoing funding would be allocated through the Mid-Cycle appropriations process for Fiscal Year 2026-
27. There would be no fiscal impact associated with the adoption of the Personnel Rules and Regulations.
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6 ATTACHMENTS:
1. Revised Classification Plan and Compensation Schedule FY 2025-26
2. Resolution Adopting a Revised Classification and Compensation Schedule
3. Proposed Changes to Exhibit A of the Personnel Rules and Regulations
4. Resolution Adopting an Amendment to Exhibit A of the Personnel Rules and Regulations
Initiated By: Shelly Cisneros, Human Resources Manager
Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
Item: 4
53 Attachment 1
Item: 4
54 City Manager 1 $308,427 - $322,306 7/1/2025 6/3/2025 Assistant City Manager 88 $17,780 $23,114 1 2026-XX
Deputy City Manager 84 $16,108 $20,940 1 2026-XX
Director of Finance 82 $15,332 $19,931 1 2026-XX
Director of Public Works/City Engineer 82 $15,332 $19,931 1 2026-XX Director of Community Development 81 $14,958 $19,445 1 2026-XX Director of Management Services 80 $14,593 $18,971 0 2026-XX Director of Community Services 79 $14,237 $18,508 0 2026-XX Asst Dir of Public Works/Asst City Engineer 76 $13,221 $17,187 1 2026-XX Assistant Director of Finance 75 $12,898 $16,768 1 2026-XX Director of Economic Development 75 $12,898 $16,768 0 2026-XX Engineering Services Manager/Asst City Engineer 74 $12,584 $16,359 0 2026-XX Assistant Director of Community Development 73 $12,277 $15,960 1 2026-XX Deputy Director of Maintenance and Facilities 73 $12,277 $15,960 1 2026-XX Building Official 72 $11,977 $15,570 1 2026-XX
Information Technology Manager 72 $11,977 $15,570 1 2026-XX Accounting Manager 71 $11,685 $15,191 1 2026-XX
Planning Manager 71 $11,685 $15,191 0 2026-XX
CIP Manager 70 $11,400 $14,820 1 2026-XX
Traffic Engineering Manager 70 $11,400 $14,820 1 2026-XX City Clerk 69 $11,122 $14,459 1 2026-XX
Human Resources Manager 69 $11,122 $14,459 1 2026-XX
Public Works Maintenance Manager 69 $11,122 $14,459 0 2026-XX Principal Civil Engineer 68 $10,851 $14,106 1 2026-XX
Facilities Manager 66 $10,328 $13,426 1 2026-XX
Economic Development/Housing Manager 65 $10,076 $13,099 1 2026-XX Recreation Manager 65 $10,076 $13,099 2 2026-XX
Assistant to the City Manager 63 $9,591 $12,468 1 2026-XX Principal Planner 63 $9,591 $12,468 0 2026-XX
Public Safety Manager 63 $9,591 $12,468 1 2026-XX
Code Enforcement Manager 62 $9,357 $12,164 0 2026-XX
Communications & Marketing Manager 61 $9,128 $11,867 1 2026-XX Senior Information Technology Analyst 60 $8,906 $11,577 0 2026-XX Accounting Supervisor 59 $8,688 $11,295 0 2026-XX
Administrative Services Manager 59 $8,688 $11,295 1 2026-XX Classification Plan and Compensation Schedule
FY 2025-26
Effective January 20 March 3, 2026
Monthly Range
Minimum Annual Effective Date
if Different
Monthly Range
Maximum Resolution # Council
Meeting Date# of Pos AuthFull Time Job Classification* Salary Grade
1 Item: 4
55 Classification Plan and Compensation Schedule
FY 2025-26
Effective January 20 March 3, 2026
Environmental Manager 59 $8,688 $11,295 1 2026-XX
Senior Planner 59 $8,688 $11,295 3 2026-XX
Senior Street Maintenance Administrator 58 $8,477 $11,019 1 2026-XX Economic Development Manager 57 $8,270 $10,751 0 2026-XX Housing Manager 57 $8,270 $10,751 0 2026-XX
Senior Financial Analyst 57 $8,270 $10,751 0 2026-XX
Senior Management Analyst 57 $8,270 $10,751 3 2026-XX
Code Enforcement Supervisor 56 $8,068 $10,489 1 2026-XX Information Technology Analyst 56 $8,068 $10,489 2 2026-XX Senior Recreation Supervisor 56 $8,068 $10,489 3 2026-XX Facilities Supervisor 55 $7,871 $10,233 1 2026-XX
Public Works Supervisor 55 $7,871 $10,233 0 2026-XX
Senior Communications & Marketing Analyst 55 $7,871 $10,233 0 2026-XX Senior Building Inspector 54 $7,871 $10,233 2 2026-XX
Senior Landscape Administrator 54 $7,679 $9,983 2 2026-XX Street Maintenance Administrator 54 $7,679 $9,983 0 2026-XX Senior Accountant 53 $7,492 $9,740 0 2026-XX
Associate Planner 52 $7,309 $9,502 1 2026-XX
Environmental Compliance Inspector 52 $7,309 $9,502 1 2026-XX GIS/Applications Analyst 52 $7,309 $9,502 0 2026-XX
Communications & Marketing Analyst 51 $7,131 $9,270 1 2026-XX Finance Analyst 51 $7,131 $9,270 1 2026-XX
Human Resources Analyst 51 $7,131 $9,270 1 2026-XX
Management Analyst 51 $7,131 $9,270 3 2026-XX
Recreation Supervisor 51 $7,131 $9,270 3 2026-XX
Building Inspector 50 $7,131 $9,270 0 2026-XX
Landscape Administrator 50 $6,957 $9,044 1 2026-XX
Senior Code Enforcement Officer 50 $6,957 $9,044 2 2026-XX Accountant 49 $6,787 $8,824 1 2026-XX
Executive Assistant 49 $6,787 $8,824 1 2026-XX
Senior Communications & Marketing Specialist 49 $6,787 $8,824 1 2026-XX Senior Community Outreach Specialist 49 $6,787 $8,824 0 2026-XX Assistant City Clerk 48 $6,622 $8,608 1 2026-XX
Information Technology Specialist 48 $6,622 $8,608 0 2026-XX Communications & Marketing Specialist 47 $6,460 $8,398 0 2026-XX Management Assistant 47 $6,460 $8,398 3 2026-XX
Assistant Planner 46 $6,303 $8,194 0 2026-XX
Code Enforcement Officer 46 $6,303 $8,194 2 2026-XX
2 Item: 4
56 Classification Plan and Compensation Schedule
FY 2025-26
Effective January 20 March 3, 2026
GIS/Applications Technician 46 $6,303 $8,194 0 2026-XX
Records Coordinator 46 $6,303 $8,194 1 2026-XX
Senior Accounting Technician 46 $6,303 $8,194 2 2026-XX Community Outreach Specialist 45 $6,149 $7,994 1 2026-XX Engineering Technician 45 $6,149 $7,994 0 2026-XX
Senior Facilities Maintenance Specialist 45 $6,149 $7,994 0 2026-XX Senior Audio-Visual Technician 44 $5,999 $7,799 1 2026-XX Senior Building Permit Technician 43 $5,853 $7,609 0 3 2026-XX Senior Permit Technician 43 $5,853 $7,609 1 2026-XX
Accounting Technician 42 $5,710 $7,423 0 2026-XX
Administrative Specialist 42 $5,710 $7,423 2 2026-XX
Human Resources Technician 42 $5,710 $7,423 0 2026-XX
Building Permit Technician 41 $5,571 $7,242 0 2026-XX
Engineering Aide 41 $5,571 $7,242 0 2026-XX
Facilities Maintenance Specialist 41 $5,571 $7,242 1 2026-XX Management Aide 41 $5,571 $7,242 0 2026-XX
Permit Technician 41 $5,571 $7,242 0 2026-XX
Planning Aide 41 $5,571 $7,242 0 2026-XX
Audio-Visual Technician 40 $5,435 $7,065 0 2026-XX
Community Preservation Technician 40 $5,435 $7,065 0 2026-XX Records Specialist 39 $5,302 $6,893 0 2026-XX
Senior Office Specialist 35 $4,804 $6,245 0 2026-XX
Receptionist/Cashier 33 $4,572 $5,944 0 2026-XX
Office Specialist 31 $4,352 $5,657 0 2026-XX
73 80Total Authorization Full Time Positions
* Classifications listed above can be filled on a part-time basis at the hourly equivalent of the monthly salary listed. 3 Item: 4
57 Classification Plan and Compensation Schedule
FY 2025-26
Effective January 20 March 3, 2026
Part Time Job Classification Pay Grade Hourly Step A Hourly Step B Hourly Step C Hourly Step D Hourly Step E Hourly Step F Hourly Step G Resolution # Recreation Coordinator H12 $30.80 $32.34 $33.96 $35.66 $37.44 $39.31 $41.28 2026-XX H11 $29.33 $30.80 $32.34 $33.96 $35.66 $37.44 $39.31 2026-XX H10 $27.93 $29.33 $30.80 $32.34 $33.96 $35.66 $37.44 2026-XX H9 $26.60 $27.93 $29.33 $30.80 $32.34 $33.96 $35.66 2026-XX H8 $25.33 $26.60 $27.93 $29.33 $30.80 $32.34 $33.96 2026-XX Parking Control Officer H7 $24.12 $25.33 $26.60 $27.93 $29.33 $30.80 $32.34 2026-XX Senior Intern H6 $22.97 $24.12 $25.33 $26.60 $27.93 $29.33 $30.80 2026-XX Recreation Specialist H5 $21.88 $22.97 $24.12 $25.33 $26.60 $27.93 $29.33 2026-XX H4 $20.84 $21.88 $22.97 $24.12 $25.33 $26.60 $27.93 2026-XX Intern; Senior Recreation Leader; Park Attendant H3 $19.85 $20.84 $21.88 $22.97 $24.12 $25.33 $26.60 2026-XX H2 $18.90 $19.85 $20.84 $21.88 $22.97 $24.12 $25.33 2026-XX Recreation Leader H1 $18.00 $18.90 $19.85 $20.84 $21.88 $22.97 $24.12 2026-XX 4 Item: 4
58 ATTACHMENT 2
Item: 4
59 RESOLUTION NO. _____
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF LAKE FOREST, CALIFORNIA,
ADOPTING A REVISED CLASSIFICATION PLAN
AND COMPENSATION SCHEDULE
THE CITY COUNCIL OF THE CITY OF LAKE FOREST DOES
HEREBY RESOLVE AS FOLLOWS:
WHEREAS, the Personnel Rules and Regulations for the City of Lake Forest provides for adoption, by resolution, of the Classification Plan and Compensation Schedule; and
WHEREAS, the Classification Plan and Compensation Schedule has been updated to add seven (7) new positions, and four (4) new classifications; and
WHEREAS, the City Council’s adoption of the Classification Plan and Compensation Schedule will ensure compliance with the applicable state regulations that require the disclosure of position classifications and the corresponding compensation; and
WHEREAS, it is necessary to adopt the Classification Plan and Compensation Schedule by resolution.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE
FOREST, CALIFORNIA, DOES HEREBY RESOLVE, DETERMINE AND
ORDER AS FOLLOWS:
SECTION 1. The revised Classification Plan and Compensation Schedule has been updated to add seven (7) new positions and four (4) new classifications, attached hereto as Attachment A incorporated herein by this reference, is hereby adopted with an effective date of March 3, 2026.
PASSED, APPROVED AND ADOPTED this ___ day of _____, 2026 by the following vote, to wit:
_____________________
ROBERT PEQUEÑO
MAYOR
Item: 4
60 ATTEST:
______________________________
THY MERRITT
CITY CLERK
APPROVED AS TO FORM:
______________________
MATTHEW RICHARDSON
CITY ATTORNEY
STATE OF CALIFORNIA)
COUNTY OF ORANGE ) SS
CITY OF LAKE FOREST )
I, Thy Merritt, 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 _____, 2026 by the following vote, to wit:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
_______________________
THY MERRITT
CITY CLERK
Item: 4
61 Classification Plan and Compensation Schedule
FY 2025-26
Effective March 3, 2026
Full Time Job Classification* Salary
Grade
Monthly
Range
Minimum
Monthly
Range
Maximum
# of
Pos
Auth
Annual
Effective
Date if
Different
Resolution
#
Council
Meeting
Date
City Manager 1 $308,427 - $322,306 7/1/2025 6/3/2025 Assistant City Manager 88 $17,780 $23,114 1 2026-XX
Deputy City Manager 84 $16,108 $20,940 1 2026-XX
Director of Finance 82 $15,332 $19,931 1 2026-XX
Director of Public Works/City
Engineer 82 $15,332 $19,931 1 2026-XX
Director of Community
Development 81 $14,958 $19,445 1 2026-XX
Director of Management
Services 80 $14,593 $18,971 0 2026-XX
Director of Community Services 79 $14,237 $18,508 0 2026-XX Asst Dir of Public Works/Asst
City Engineer 76 $13,221 $17,187 1 2026-XX
Assistant Director of Finance 75 $12,898 $16,768 1 2026-XX Director of Economic
Development 75 $12,898 $16,768 0 2026-XX
Engineering Services
Manager/Asst City Engineer 74 $12,584 $16,359 0 2026-XX Assistant Director of
Community Development 73 $12,277 $15,960 1 2026-XX
Deputy Director of Maintenance
and Facilities 73 $12,277 $15,960 1 2026-XX
Building Official 72 $11,977 $15,570 1 2026-XX
Information Technology
Manager 72 $11,977 $15,570 1 2026-XX
Accounting Manager 71 $11,685 $15,191 1 2026-XX
Attachment A
Item: 4
62 Planning Manager 71 $11,685 $15,191 0 2026-XX
CIP Manager 70 $11,400 $14,820 1 2026-XX
Traffic Engineering Manager 70 $11,400 $14,820 1 2026-XX City Clerk 69 $11,122 $14,459 1 2026-XX
Human Resources Manager 69 $11,122 $14,459 1 2026-XX
Public Works Maintenance
Manager 69 $11,122 $14,459 0 2026-XX
Principal Civil Engineer 68 $10,851 $14,106 1 2026-XX Facilities Manager 66 $10,328 $13,426 1 2026-XX
Economic
Development/Housing Manager 65 $10,076 $13,099 1 2026-XX Recreation Manager 65 $10,076 $13,099 2 2026-XX
Assistant to the City Manager 63 $9,591 $12,468 1 2026-XX Principal Planner 63 $9,591 $12,468 0 2026-XX
Public Safety Manager 63 $9,591 $12,468 1 2026-XX
Code Enforcement Manager 62 $9,357 $12,164 0 2026-XX
Communications & Marketing
Manager 61 $9,128 $11,867 1 2026-XX
Senior Information Technology
Analyst 60 $8,906 $11,577 0 2026-XX
Accounting Supervisor 59 $8,688 $11,295 0 2026-XX
Administrative Services
Manager 59 $8,688 $11,295 1 2026-XX
Item: 4
63 Item: 4
64 Environmental Manager 59 $8,688 $11,295 1 2026-XX
Senior Planner 59 $8,688 $11,295 3 2026-XX
Senior Street Maintenance
Administrator 58 $8,477 $11,019 1 2026-XX
Economic Development Manager 57 $8,270 $10,751 0 2026-XX Housing Manager 57 $8,270 $10,751 0 2026-XX
Senior Financial Analyst 57 $8,270 $10,751 0 2026-XX
Senior Management Analyst 57 $8,270 $10,751 3 2026-XX Code Enforcement Supervisor 56 $8,068 $10,489 1 2026-XX Information Technology Analyst 56 $8,068 $10,489 2 2026-XX Senior Recreation Supervisor 56 $8,068 $10,489 3 2026-XX Facilities Supervisor 55 $7,871 $10,233 1 2026-XX
Public Works Supervisor 55 $7,871 $10,233 0 2026-XX
Senior Communications &
Marketing Analyst 55 $7,871 $10,233 0 2026-XX
Senior Building Inspector 54 $7,871 $10,233 2 2026-XX Senior Landscape Administrator 54 $7,679 $9,983 2 2026-XX Street Maintenance Administrator 54 $7,679 $9,983 0 2026-XX Senior Accountant 53 $7,492 $9,740 0 2026-XX
Associate Planner 52 $7,309 $9,502 1 2026-XX
Environmental Compliance
Inspector 52 $7,309 $9,502 1 2026-XX
GIS/Applications Analyst 52 $7,309 $9,502 0 2026-XX
Communications & Marketing
Analyst 51 $7,131 $9,270 1 2026-XX
Finance Analyst 51 $7,131 $9,270 1 2026-XX
Human Resources Analyst 51 $7,131 $9,270 1 2026-XX
Management Analyst 51 $7,131 $9,270 3 2026-XX
Recreation Supervisor 51 $7,131 $9,270 3 2026-XX
Item: 4
65 Building Inspector 50 $7,131 $9,270 0 2026-XX
Landscape Administrator 50 $6,957 $9,044 1 2026-XX
Senior Code Enforcement Officer 50 $6,957 $9,044 2 2026-XX Accountant 49 $6,787 $8,824 1 2026-XX
Executive Assistant 49 $6,787 $8,824 1 2026-XX
Senior Communications &
Marketing Specialist 49 $6,787 $8,824 1 2026-XX
Senior Community Outreach
Specialist 49 $6,787 $8,824 0 2026-XX
Assistant City Clerk 48 $6,622 $8,608 1 2026-XX
Information Technology Specialist 48 $6,622 $8,608 0 2026-XX Communications & Marketing
Specialist 47 $6,460 $8,398 0 2026-XX
Management Assistant 47 $6,460 $8,398 3 2026-XX
Assistant Planner 46 $6,303 $8,194 0 2026-XX
Code Enforcement Officer 46 $6,303 $8,194 2 2026-XX
GIS/Applications Technician 46 $6,303 $8,194 0 2026-XX Records Coordinator 46 $6,303 $8,194 1 2026-XX
Senior Accounting Technician 46 $6,303 $8,194 2 2026-XX Community Outreach Specialist 45 $6,149 $7,994 1 2026-XX Engineering Technician 45 $6,149 $7,994 0 2026-XX
Senior Facilities Maintenance
Specialist 45 $6,149 $7,994 0 2026-XX
Senior Audio-Visual Technician 44 $5,999 $7,799 1 2026-XX Senior Building Permit Technician 43 $5,853 $7,609 3 2026-XX Senior Permit Technician 43 $5,853 $7,609 1 2026-XX
Accounting Technician 42 $5,710 $7,423 0 2026-XX
Administrative Specialist 42 $5,710 $7,423 2 2026-XX
Human Resources Technician 42 $5,710 $7,423 0 2026-XX Item: 4
66 Building Permit Technician 41 $5,571 $7,242 0 2026-XX Engineering Aide 41 $5,571 $7,242 0 2026-XX
Facilities Maintenance Specialist 41 $5,571 $7,242 1 2026-XX Management Aide 41 $5,571 $7,242 0 2026-XX
Permit Technician 41 $5,571 $7,242 0 2026-XX
Planning Aide 41 $5,571 $7,242 0 2026-XX
Audio-Visual Technician 40 $5,435 $7,065 0 2026-XX
Community Preservation Technician 40 $5,435 $7,065 0 2026-XX Records Specialist 39 $5,302 $6,893 0 2026-XX
Senior Office Specialist 35 $4,804 $6,245 0 2026-XX
Receptionist/Cashier 33 $4,572 $5,944 0 2026-XX
Office Specialist 31 $4,352 $5,657 0 2026-XX
Total Authorization Full Time Positions 80
* Classifications listed above can be filled on a part-time basis at the hourly equivalent of the monthly salary listed.
Item: 4
67 Item: 4
68 Part Time Job Classification Pay
Grade
Hourly
Step A
Hourly
Step B
Hourly
Step C
Hourly
Step D
Hourly
Step E
Hourly
Step F
Hourly
Step G
Resolution
#
Recreation Coordinator H12 $30.80 $32.34 $33.96 $35.66 $37.44 $39.31 $41.28 2026-XX H11 $29.33 $30.80 $32.34 $33.96 $35.66 $37.44 $39.31 2026-XX H10 $27.93 $29.33 $30.80 $32.34 $33.96 $35.66 $37.44 2026-XX H9 $26.60 $27.93 $29.33 $30.80 $32.34 $33.96 $35.66 2026-XX H8 $25.33 $26.60 $27.93 $29.33 $30.80 $32.34 $33.96 2026-XX Parking Control Officer H7 $24.12 $25.33 $26.60 $27.93 $29.33 $30.80 $32.34 2026-XX Senior Intern H6 $22.97 $24.12 $25.33 $26.60 $27.93 $29.33 $30.80 2026-XX Recreation Specialist H5 $21.88 $22.97 $24.12 $25.33 $26.60 $27.93 $29.33 2026-XX H4 $20.84 $21.88 $22.97 $24.12 $25.33 $26.60 $27.93 2026-XX Intern; Senior Recreation
Leader; Park Attendant H3 $19.85 $20.84 $21.88 $22.97 $24.12 $25.33 $26.60 2026-XX H2 $18.90 $19.85 $20.84 $21.88 $22.97 $24.12 $25.33 2026-XX Recreation Leader H1 $18.00 $18.90 $19.85 $20.84 $21.88 $22.97 $24.12 2026-XX Item: 4
69 Item: 4
70 Item: 4
71 ATTACHMENT 3
Item: 4
72 Exhibit A
Benefits Matrix
Effective June 20, 2025 March 3, 2026
1 May receive cell phone allowance or City paid cell phone but not both. 2 Grandfathered as of 08/22/2012. Positions filled prior to 08/22/2012 will receive the benefits of Category B, positions filled on or after 08/22/2012 will receive the benefits of Category C.
Category Car Allowance Life Insurance Additional
Vacation
Management
Leave Cell Phone1 Vacation Leave
A $400/month or City
vehicle per
City discretion
1x Annual
Salary 40 hours 56 hours $100 ACM
$80 DH
After the completion of the following
years of continuous service
employees begin to accrue this
number of hours annually.
B
$250/month or City
vehicle per City
discretion
1 x Annual
Salary or
75,0002 (max)
No 40 hours $80 ATCM
$30 MGR
Years In Service Annual Hours
0-2 80
3-7 120
8 or greater 160
C No $75,000 No 32 hours No
D No $75,000 No No No
City’s 2026 Health Contribution
(monthly)
City’s 2026 Dental
Contribution (monthly)
City’s 2026 Vision
Contribution (monthly)
Employee Only:
90% of the highest HMO plan offered.
Employee + 1:
90% of the highest HMO plan offered.
Family:
90% of the highest HMO plan offered.
Employee Only:
$51.60
Employee + 1:
$104.70
Family:
$158.20
Employee Only:
$16.50
Employee + 1:
$23.20
Family:
$40.10
Full-time employees who provide proof of enrollment in a group medical plan may receive cash in lieu benefit of $450 per month as taxable income.
Item: 4
73 Exhibit A
Benefits Matrix
Effective June 20, 2025 March 3, 2026
1 May receive cell phone allowance or City paid cell phone but not both. 2 Grandfathered as of 08/22/2012. Positions filled prior to 08/22/2012 will receive the benefits of Category B, positions filled on or after 08/22/2012 will receive the benefits of Category C.
A B C D
Assistant City Manager Accounting Manager Accounting Supervisor Accountant City Clerk Administrative Services Manager Assistant City Clerk Accounting Technician Deputy City Manager Assistant Director of Community
Development Associate Planner Administrative Specialist Director of Community Development Assistant Director of Finance Code Enforcement Supervisor Assistant Planner Directory of Community Services Assistant to the City Manager Communications and Marketing Analyst Audio-Visual Technician
Director of Economic Development Assistant Director of Public Works/Assistant City Engineer
Communications and Marketing
Specialist Building Inspector
Director of Finance Building Official Environmental Compliance Inspector Building Permit Technician Director of Management Services CIP Manager Executive Assistant Code Enforcement Officer Director of Public Works/City Engineer Code Enforcement Manager Facilities Supervisor Community Outreach Specialist Communications and Marketing
Manager Finance Analyst Community Preservation Technician Deputy Director of Maintenance and
Facilities GIS/Applications Analyst Engineering Aide
Economic Development Manager Human Resources Analyst Engineering Technician Economic Development/Housing
Manager Information Technology Analyst Facilities Maintenance Specialist Engineering Services
Manager/Assistant City Engineer Information Technology Specialist GIS/Applications Technician Environmental Manager Landscape Administrator Human Resources Technician Facilities Manager Management Analyst Management Aide
Housing Manager Management Assistant Office Specialist
Human Resources Manager Principal Civil Engineer Permit Technician Item: 4
74 Exhibit A
Benefits Matrix
Effective June 20, 2025 March 3, 2026
1 May receive cell phone allowance or City paid cell phone but not both. 2 Grandfathered as of 08/22/2012. Positions filled prior to 08/22/2012 will receive the benefits of Category B, positions filled on or after 08/22/2012 will receive the benefits of Category C.
A B C D
Information Technology Manager Principal Planner Planning Aide Planning Manager Public Works Supervisor Receptionist/Cashier Public Safety Manager Recreation Supervisor Records Coordinator Public Works Maintenance Manager Senior Accountant Records Specialist Recreation Manager Senior Communications and Marketing
Analyst Senior Accounting Technician
Traffic Engineering Manager Senior Communications and Marketing Specialist Senior Audio-Visual Technician
Senior Financial Analyst Senior Building Inspector
Senior Information Technology Analyst Senior Building Permit Technician Senior Landscape Administrator Senior Code Enforcement Officer Senior Management Analyst Senior Community Outreach Specialist Senior Planner2 Senior Facilities Maintenance Specialist Senior Recreation Supervisor Senior Permit Technician
Street Maintenance Administrator
Senior Street Maintenance
Administrator
Senior Office Specialist
Item: 4
75 ATTACHMENT 4
Item: 4
76 RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF LAKE FOREST, CALIFORNIA,
ADOPTING AN AMENDMENT TO EXHIBIT A OF THE PERSONNEL
RULES AND REGULATIONS
THE CITY COUNCIL OF THE CITY OF LAKE FOREST DOES
HEREBY RESOLVE AS FOLLOWS:
WHEREAS, the City has adopted and amended, from time to time, the Personnel Rules and Regulations in accordance with Municipal Code Sections2.60.030 and 2.60.050; and
WHEREAS, the City Council now desires to make changes to the Personnel Rules and Regulations to ensure compliance with new laws and to conform to current practices; and
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE
FOREST, CALIFORNIA, DOES HEREBY RESOLVE, DETERMINE AND
ORDER AS FOLLOWS:
SECTION 1. The City Council approves the amendments to Exhibit A o f the Personnel Rules and Regulations, attached hereto as Exhibit 1, and directs the Personnel Officer to have those changes incorporated into the Personnel Rules and Regulations and disseminated to all employees affected by the changes.
PASSED, APPROVED AND ADOPTED this day of , 2026
by the following vote, to wit:
ATTEST:
ROBERT PEQUEÑO
MAYOR
THY MERRITT
CITY CLERK
Item: 4
77 Item: 4
78 APPROVED AS TO FORM:
MATTHEW RICHARDSON
CITY ATTORNEY
STATE OF CALIFORNIA)
COUNTY OF ORANGE ) SS
CITY OF LAKE FOREST )
I, Thy Merritt, 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 , 2026 by the following vote, to wit:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
THY MERRITT
CITY CLERK
Item: 4
79 Item: 4
80 Exhibit A
Benefits Matrix
Effective March 3, 2026
1 May receive cell phone allowance or City paid cell phone but not both. 2 Grandfathered as of 08/22/2012. Positions filled prior to 08/22/2012 will receive the benefits of Category B, positions filled on or after 08/22/2012 will receive the benefits of Category C.
Exhibit 1
Category Car Allowance Life Insurance Additional
Vacation
Management
Leave Cell Phone1 Vacation Leave
A $400/month or City
vehicle per
City discretion
1x Annual
Salary 40 hours 56 hours $100 ACM
$80 DH
After the completion of the following
years of continuous service
employees begin to accrue this
number of hours annually.
B
$250/month or City
vehicle per City
discretion
1 x Annual
Salary or
75,0002 (max)
No 40 hours $80 ATCM
$30 MGR
Years In Service Annual Hours
0-2 80
3-7 120
8 or greater 160
C No $75,000 No 32 hours No
D No $75,000 No No No
City’s 2026 Health Contribution
(monthly)
City’s 2026 Dental
Contribution (monthly)
City’s 2026 Vision
Contribution (monthly)
Employee Only:
90% of the highest HMO plan offered.
Employee + 1:
90% of the highest HMO plan offered.
Family:
90% of the highest HMO plan offered.
Employee Only:
$51.60
Employee + 1:
$104.70
Family:
$158.20
Employee Only:
$16.50
Employee + 1:
$23.20
Family:
$40.10
Full-time employees who provide proof of enrollment in a group medical plan may receive cash in lieu benefit of $450 per month as taxable income.
Item: 4
81 Exhibit A
Benefits Matrix
Effective March 3, 2026
1 May receive cell phone allowance or City paid cell phone but not both. 2 Grandfathered as of 08/22/2012. Positions filled prior to 08/22/2012 will receive the benefits of Category B, positions filled on or after 08/22/2012 will receive the benefits of Category C.
Exhibit 1
A B C D
Assistant City Manager Accounting Manager Accounting Supervisor Accountant City Clerk Administrative Services Manager Assistant City Clerk Accounting Technician Deputy City Manager Assistant Director of Community
Development Associate Planner Administrative Specialist Director of Community Development Assistant Director of Finance Code Enforcement Supervisor Assistant Planner Directory of Community Services Assistant to the City Manager Communications and Marketing Analyst Audio-Visual Technician
Director of Economic Development Assistant Director of Public Works/Assistant City Engineer
Communications and Marketing
Specialist Building Inspector
Director of Finance Building Official Environmental Compliance Inspector Building Permit Technician Director of Management Services CIP Manager Executive Assistant Code Enforcement Officer Director of Public Works/City Engineer Code Enforcement Manager Facilities Supervisor Community Outreach Specialist Communications and Marketing
Manager Finance Analyst Community Preservation Technician Deputy Director of Maintenance and
Facilities GIS/Applications Analyst Engineering Aide
Economic Development Manager Human Resources Analyst Engineering Technician Economic Development/Housing
Manager Information Technology Analyst Facilities Maintenance Specialist Engineering Services
Manager/Assistant City Engineer Information Technology Specialist GIS/Applications Technician Environmental Manager Landscape Administrator Human Resources Technician Facilities Manager Management Analyst Management Aide
Housing Manager Management Assistant Office Specialist
Human Resources Manager Principal Civil Engineer Permit Technician Item: 4
82 Exhibit A
Benefits Matrix
Effective March 3, 2026
1 May receive cell phone allowance or City paid cell phone but not both. 2 Grandfathered as of 08/22/2012. Positions filled prior to 08/22/2012 will receive the benefits of Category B, positions filled on or after 08/22/2012 will receive the benefits of Category C.
Exhibit 1
Item: 4
83 Exhibit A
Benefits Matrix
Effective March 3, 2026
1 May receive cell phone allowance or City paid cell phone but not both. 2 Grandfathered as of 08/22/2012. Positions filled prior to 08/22/2012 will receive the benefits of Category B, positions filled on or after 08/22/2012 will receive the benefits of Category C.
Exhibit 1
A B C D
Information Technology Manager Principal Planner Planning Aide Planning Manager Public Works Supervisor Receptionist/Cashier Public Safety Manager Recreation Supervisor Records Coordinator Public Works Maintenance Manager Senior Accountant Records Specialist Recreation Manager Senior Communications and Marketing
Analyst Senior Accounting Technician
Traffic Engineering Manager Senior Communications and Marketing Specialist Senior Audio-Visual Technician
Senior Financial Analyst Senior Building Inspector
Senior Information Technology Analyst Senior Building Permit Technician Senior Landscape Administrator Senior Code Enforcement Officer Senior Management Analyst Senior Community Outreach Specialist Senior Planner2 Senior Facilities Maintenance Specialist Senior Recreation Supervisor Senior Permit Technician
Street Maintenance Administrator
Senior Street Maintenance
Administrator
Senior Office Specialist
Item: 4
84 CITY COUNCIL AGENDA REPORT
MEETING DATE: 3/3/2026
DEPARTMENT: City Clerk
SUBJECT:
APPOINTMENT OF PLANNING COMMISSIONER TO FILL VACANCY
EXPIRING DECEMBER 2026
RECOMMENDED ACTION(S):
Select an applicant to fill the Planning Commission vacancy.
EXECUTIVE SUMMARY:
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 commission members by Council Members (Attachment 1).
Under the “one-to-one” approach, each Council Member appoints one member to each commission, and each commission member serves a term tied to that of the appointing Council Member.
On January 16, 2026, Council Member Benjamin Yu’s appointee, Commissioner Francisco Barajas, resigned from the Planning Commission. In accordance with procedures set forth by City Council policy on Appointment of Commission Members (Attachment 2), the City Clerk’s Department published an open call for applications for 30 calendar days. The qualifications to serve on the Planning Commission, pursuant to the Lake Forest Municipal Code Section 2.06.030, are as follows:
- A resident of the City
- Registered to vote in the City, and
- Not an officer or employee of the City.
Following the close of the application submittal deadline, four applications were received. Applicants’ voter registration status in the City was verified by the Orange County Registrar of Voters and one applicant was deemed ineligible.
Qualified applications were submitted to Council Member Yu for consideration and posted to the City’s website during the review period. The three qualified applicants are as follows:
- Jolene Fuentes (Attachment 3)
- Grady Glover (Attachment 4)
Item: 5
85 - Hiva Kamanger (Attachment 5)
Staff recommend Council Member Yu select an applicant to fill the Planning Commission vacancy with the concurrence of one other Council Member.
FISCAL IMPACT:
There is minimal fiscal impact associated with the recommended action.
ATTACHMENTS:
1. Ordinance 304
2. City Council Policy – Appointment of Commission Members
3. Fuentes, Jolene – Application
4. Glover, Grady – Application
5. Kamanger, Hiva – Application
Initiated By: Thy Merritt, City Clerk
Submitted By: Thy Merritt, City Clerk
Approved By: Debra Rose, City Manager
Item: 5
86 ORDINANCE NO. 304
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF LAKE FOREST, CALIFORNIA AMENDING PORTIONS
OF CHAPTERS 2. 04 AND 2. 06 OF TITLE 2 OF THE LAKE
FOREST MUNICIPAL CODE TO PROVIDE FOR
COUNCILMEMBER APPOINTMENT OF BOARD AND
COMMISSION MEMBERS AND TO ESTABLISH THE
TRAFFIC AND PARKING COMMISSION
WHEREAS, the purpose of this Ordinance is to the amend Lake Forest Municipal Code, Title 2, Administration and Personnel, to provide that each member of the City Council appoint one member to each board and commission; and WHEREAS, the City Council is empowered to establish by ordinance boards and commissions as it deems necessary ( LFMC, § 2. 06. 010), and the City Council may also adopt reasonable methods of selecting members to boards and commissions, including the Planning Commission ( Gov. Code, § 65100 et seq.); and WHEREAS, the existing Lake Forest Municipal Code provides that board and commission members are appointed by a majority vote of the City Council ( LFMC, §
2. 06. 050( A)), serve a four- year term ( LFMC, § 2. 06. 060), and may only be removed by a majority vote of the City Council ( LFMC, § 2. 06. 060( A); and WHEREAS, the City Council desires to amend the Municipal Code to provide for a " one- to- one" appointment system for boards and commissions, in which each Councilmember appoints one member to each board and commission, each board and commission member serves for a term that expires when the appointing Councilmember's term expires, but may still only be removed by a majority vote of the City Council; and
WHEREAS, the existing Lake Forest Municipal Code expressly established the Planning and Traffic Commission and the Parks and Recreation Commission ( LFMC, §
2. 06. 010); and
WHEREAS, the City Council desires to establish a Traffic and Parking Commission, apart from the Planning Commission, to advise the City Council on matters relating to the safe and efficient movement of traffic in the City; and WHEREAS, the City Council has reviewed and considered the staff report, recommendations by staff, and public testimony regarding the proposed Ordinance; and WHEREAS, all legal prerequisites to the adoption of the Ordinance have occurred.
NOW, THEREFORE, THE LAKE FOREST CITY COUNCIL DOES ORDAIN AS FOLLOWS:
Item: 5
87 SECTION 1. The recitals above are each incorporated by reference and adopted as findings by the City Council.
SECTION 2. The City Council finds that this Ordinance is not subject to the requirements of California Environmental Quality Act (" CEQA") for the following reasons. First, this Ordinance is not "project" within the meaning of Section 15378 of the State CEQA Guidelines, because it has no potential for resulting in direct or indirect physical change in the environment. Second, this Ordinance is exempt under Section 15061( b)( 3), the general rule exemption, because it can be seen with certainty that there is no possibility that this code amendment will have a significant effect on the environment. The City Council, therefore, directs that a Notice of Exemption for this ordinance be filed with the County Clerk of the County of Orange in accordance with State CEQA Guidelines.
SECTION 3. Section 2. 04. 060 of Chapter 2. 04 of Title 2 of the Lake Forest Municipal Code is hereby amended in its entirety to read as follows:
2. 04. 060 Commission Appointments.
Unless otherwise specifically provided in this Code or by State law, all City board and commission appointments, except for ex officio members where applicable, shall be made by the City Council in accordance with Chapter
2. 06 of this Code."
SECTION 4. Section 2. 06. 010 of Chapter 2. 06 of Title 2 of the Lake Forest Municipal Code is hereby amended in its entirety to read as follows:
2. 06. 010 Commissions established.
There shall be established within the City a Planning Commission, Traffic and Parking Commission, and a Parks and Recreation Commission. The City Council may establish by ordinance such other boards or commissions as it deems necessary."
SECTION 5. Section 2. 06. 050 of Chapter 2. 06 of Title 2 of the Lake Forest Municipal Code is hereby amended in its entirety to read as follows:
2. 06. 050 Appointment
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."
SECTION 6. Section 2. 06. 060 of Chapter 2. 06 of Title 2 of the Lake Forest Municipal Code is hereby amended in its entirety to read as follows:
2. 06. 060 Term— Removal.
Item: 5
88 A. The term of a board or commission member shall expire upon the expiration of the term of the City Council member that appointed the board or commission member.
B. A member of any board or commission serves at the pleasure of the entire City Council and may be removed only by a majority vote of the entire City Council.
C. Unless removed by a majority vote of the entire City Council, a board or commission member shall be entitled to serve on such board or commission until a successor is appointed,
notwithstanding the expiration of his or her term.
D. The terms of the existing board and commission members in effect on the date the ordinance codified in this section becomes effective as amended, shall be established by resolution of the City Council.
E. At the completion of any term, a board or commission member may be eligible for appointment pursuant to the provisions set forth in Section 2. 06. 030 of this Code."
SECTION 7. Section 2. 06. 070 of Chapter 2. 06 of Title 2 of the Lake Forest Municipal Code is hereby amended in its entirety to read as follows:
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/her predecessor was appointed."
SECTION 8. PUBLICATION. The City Clerk shall certify to the adoption of this Ordinance and cause it, or a summary of it, to be published once within fifteen ( 15) days of adoption in a newspaper of general circulation printed and published within the City of Lake Forest, and shall post a certified copy of this Ordinance, including the vote for and against the same, in the Office of the City Clerk in accordance with California Government Code, Section 36933.
SECTION 9. RECORDS. The documents and materials associated with this Ordinance that constitute the record of proceedings on which the City Council' s findings and determinations are based are located at City Hall, 25550 Commercentre Drive, Suite 100, Lake Forest, CA 92630.
SECTION 10. SEVERABILITY. If any provision of this ordinance or its application to any person or circumstance is held invalid, such invalidity has no effect on the other provisions or applications of the Ordinance that can be given effect without the invalid provision or application, and to this extent, the provisions of this Ordinance are Item: 5
89 severable. The City Council declares that it would have adopted this Ordinance irrespective of the invalidity of any portion thereof.
PASSED, APPROVED, AND ADOPTED this 3rd day of April, 2018.
JIM GARDNER
1 AYOR
ATTEST:
J NIFE- CONNALLY
A TING CITY CLERK
APPROVED AS TO FORM:
MA 1 I HEW E. RICHARDSON
CITY ATTORNEY
COUNTY OF ORANGE SS
CITY OF LAKE FOREST
I, Jennifer Connally, Acting City Clerk of the City of Lake Forest, California do hereby certify that the foregoing Ordinance No. 304 was duly introduced and placed upon its first reading at a regular meeting of the City Council on the 20th day of March 2018, and thereafter, said Ordinance was duly passed and adopted at a regular meeting of the City Council on the 3rd day of April, 2018, by the following vote, to wit:
AYES: COUNCIL MEMBERS: BASILE, CAGLEY, GARDNER, ROBINSON, VOIGTS
NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: NONE
ABSTAIN: COUNCIL MEMBERS: NONE
JJENNFFER CONNALLg
CTING CITY CLERK
Item: 5
90 CERTIFICATION STATEMENT
I, Jennifer Connally, Acting City Clerk of the City of Lake Forest, do hereby certify that the foregoing Ordinance is a true and correct copy of Ordinance No. 304, passed by the people of the City of Lake Forest, as declared by the City Council on the day and year set forth above, and published pursuant to law.
JENNIFER CONNALL CMC
ACTING CITY CLERK
Item: 5
91 City Council Policy CC.07.01: Appointment of Commission Members Adopted 1993; Revised 4/3/18; 1/7/20; 1/7/25 Page 1 of 5 CITY COUNCIL POLICY : APPOINTMENT OF
COMMISSION MEMBERS
Reaffirmed : January 20, 2026 CC.07.01
1 INTRODUCTION
The Lake Forest City Council appoints members to its boards and commissions pursuant to the Lake Forest Municipal Code .
2 BACKGROUND
On April 3, 2018, the City Counci l 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 Councilmembers. 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 Councilmember appoints one member to each board and commission, and each board or commission member serves a term tied to that of th e appointing Councilmember.
This policy provides a process for the City Clerk and Councilmembers to implement the one-to-one appointment approach and ensure a fair, open, and public appointment process within the 90 -day timeframe prescribed by Lake Forest Municipal Code § 2.06.050.
3 PURPOSE
The purpose of this policy is to implement the commission and board member appointment provisions of Lake Forest Municipal Code, chapter
2.06. 4 APPLICATIONS AND RECRUITMENT
4.1 Open Call
4.1.1 Within five business days after the swearing in of a Councilmember 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).
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92 City Council Policy CC.07.01: Appointment of Commission Members Adopted 1993; Revised 4/3/18; 1/7/20; 1/7/25 Page 2 of 5
4.1.2 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.
4.1.3 The call for applications must be open to the public. Any Councilmember may recruit or encourage individuals to apply during the call, but an individual need not be referred by a Councilmember to apply .
4.1.4 To avoid Brown Act violations, Councilmembers should not discuss or consult with each other about potential applicants .
4.2 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 Councilmember Review period, following the close of the application submittal deadline .
4.3 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 follow s:
• A resident of the City ,
• Registered to vote in the City, and
• Not an officer or employee of the City.
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 appointme nt.
Item: 5
93 City Council Policy CC.07.01: Appointment of Commission Members Adopted 1993; Revised 4/3/18; 1/7/20; 1/7/25 Page 3 of 5
5 REVIEW AND SELECTION
5.1 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 Councilmember.
5.2 Councilmember Review
5.2.1 Once the call for applications is closed, Councilmembers may consider for appointments only those individuals with applications transmitted to Councilmembers by the Clerk.
5.2.2 Appointing Councilmembers may interview applicants in - person, via teleconference, or via video conference or may send applicants additional questions in writing. Councilmembers may also consider applicants without conducting interviews or further communication.
5.2.3 Councilmembers should note that any written
communication with applicants may be discoverable under the Public Records Act.
5.3 Selection
5.3.1 An appointing Councilmember 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 Councilmembers that the applicant has been selected.
5.3.2 If an appointing Councilmember wishes to change his or her selection prior to the time appointments are placed on an agenda for consideration, the Councilmember 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 Councilmembers that a new applicant has been selected.
5.3.3 To avoid Brown Act violations, Councilmembers should not discuss or consult with each other about their selections.
Item: 5
94 City Council Policy CC.07.01: Appointment of Commission Members Adopted 1993; Revised 4/3/18; 1/7/20; 1/7/25 Page 4 of 5
5.4 Timing of Review and Section
To ensure completion of the appointing process within the 90 -day timeframe for appointments (LFMC, § 2.06.050), appointing Councilmembers’ review and selection should be completed within 30 days of the City Clerk’s transmission of the completed applications to the Councilmembers. If a Councilmember requires more than 30 days to complete their review and selection, the Councilmember should immediately notify the City Clerk.
6 AGENDA AND APPOINTMENT
6.1 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 Councilmembers, 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.
6.2 Appointment
At the meeting, 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 .
6.3 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.
Item: 5
95 City Council Policy CC.07.01: Appointment of Commission Members Adopted 1993; Revised 4/3/18; 1/7/20; 1/7/25 Page 5 of 5
7. AUTHORIZED BY
Lake Forest City Council
January 20, 2026
Item: 5
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/27 /99 /28
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99 , Lake Forest, CA 92630•
Jolene Fuentes
Objective
Appointment to City of Lake Forest Planning Commission
Experience
2013-2024 City of Lake Forest Planning Commissioner Lake Forest, CA
▪ Help residents, property owners and businesses carry out precepts of Zoning Code ▪ Help ensure quality of life, economic vitality and future vision of city ▪ Adhere to city, county and state regulations
1983-present Fuentes Properties Newport Beach, CA
Owner/Managing Agent
▪ Manage personal properties
▪ Member, Four Fours Homeowners Association, Newport Beach ▪ Estate Executor for Sir Eldon Griffiths (former member British Parliament) Court Appointed Health Conservator for Thomas L. Phillips
2009-2024 Lake Forest II Master Homeowner Association Lake Forest, CA
▪ Serving 3436 homes in Lake Forest
▪ Oversees Hearing Board Committee
▪ Variety of municipal responsibilities/master and strategic planning
1982-1984 Merit Property Management Mission Viejo, CA
Property Manager
▪ Homeowner Association Management
▪ Budget Management
▪ Community Liaison
Education
1980 California State University, Fullerton Fullerton, California Bachelor of Arts
▪ Communications, Advertising
References
References are available on request.
Item: 5
100
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Grady M. Glover, CEDS
Senior Legal Technologist | AI-Enthusiast | Trials & Litigation Support So. California | | | www.linkedin.com/in/gradyglover
PROFESSIONAL SUMMARY
Legal technology leader with 20+ years of experience driving innovation in eDiscovery, litigation support, privacy, and cybersecurity. Expert in deploying generative and agentic AI to transform legal workflows—delivering faster, smarter, and more strategic outcomes. Proven success managing multimillion-dollar discovery projects, leading cross-functional teams, and aligning legal operations with business goals.
CORE COMPETENCIES
• Use of Generative & Agentic AI in All Phases of Litigation • End-to-End eDiscovery Project Management
• Legal Technology Strategy & Innovation
• Trial Technology & Presentation Support
• Privacy & Cybersecurity Compliance
• Change Management & Training
• Budgeting & Vendor Oversight
• Information Governance & Risk Management
PROFESSIONAL EXPERIENCE
Munger, Tolles & Olson LLP – Legal Technology Solutions – eDiscovery PM/Trials Remote | Dec. 2025 – Present
• Lead global eDiscovery investigations for elite California based litigation powerhouse. • Participate in adoption of AI tools for all phases of litigation and trial support. • Manage complex litigation projects, review teams, and platform integrations. • Advanced use of Relativity AIR, OnCue, and other tools for efficient legal project delivery.
Bit-x-Bit LLC – Sr. eDiscovery Project Manager
Remote | Jan 2025 – Nov. 2025
• Lead Syllo AI projects for ALSP clients, applying agentic AI across litigation workflows. • Manage full lifecycle of eDiscovery projects: consulting, budgeting, execution, delivery. • Serve as SME for law firms and corporations on advanced discovery strategies. • Mentor teams in AI-enhanced workflows and collaborative project execution.
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Grady Glover, Page 2
PROFESSIONAL EXPERIENCE (CONTINUED)
Reed Smith LLP / Gravity Stack – Sr. Client Technical Solutions Analyst (PM) Remote | May 2023 – Dec 2024
• Directed global eDiscovery investigations for AMLAW 20 firm. • Led adoption of AI tools for early case assessment, TAR, and analytics. • Managed complex litigation projects, review teams, and platform integrations. • Oversaw advanced use of Relativity and other tools for efficient case delivery.
Sanders Roberts LLP – eDiscovery Manager
Los Angeles, CA (Remote) | October 2020 – Jan 2023
• Oversaw firm’s litigation technology function, including case-specific workflows, vendor negotiations, and production strategies.
• Spearheaded firm-wide technology initiatives; standardized use of MS Teams and SharePoint for case collaboration.
• Provided technical trial support and led preparation for electronic presentation of evidence.
Lawrence Bartels LLP – Sr. Paralegal & eDiscovery Manager Irvine, CA | 2017 – 2023 (Part-Time / Contract)
Legal Software Experience
AI-Powered Legal Tools
Relativity AIR | Syllo AI | Alchemy (Merlin) | Harvey AI | et. al eDiscovery & Litigation Support
Relativity | Everlaw | DISCO | Logikcull | Investigations | FTK | OnCue | Trial Director | X1 | Others Industry Leadership | Volunteering
• President, Orange County Chapter – Assoc. of Certified eDiscovery Specialists (2022–Present) • Technology Section Co-Chair – Orange County Paralegal Association (2015–2020) • Instructor/Advisor, University of California, Irvine – Legal Technology (2016–2020) • City of Lake Forest, Citizens Traffic Advisory Group [CTAG] (2015-2016) • Orange County Fire Authority, Reserve FF/EMT/Company Officer, Stations 19 & 11(1995-2001) Education
B.S. – California State University, Los Angeles
A.S. – Saddleback College, Mission Viejo
References & Additional Experiences
Available upon request or via LinkedIn profile.
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APPLICATION FOR LAKE FOREST
PLANNING COMMISSION
The City's Planning Commission is a decision-making body tasked with reviewing matters related to planning and development in the City of Lake Forest.
Typical projects reviewed by the Planning Commission include applications for new development, proposed changes in zoning or the text of the Municipal Code, as well as review proposed subdivisions of land. The Planning Commission is also responsible for making recommendations to the City Council as to whether a project or action would be consistent with the General Plan.
Commission members pledge upon appointment to represent the overall public good and not that of an exclusive group or interest. The City assigns a staff liaison to work with the Commission and facilitate communication between the Commission and the City Council.
Attendance at the monthly meeting of the Planning Commission is required.
Commissioners are also expected to periodically attend and participate in City programs and activities.
1. Name:
2. Full Address:
3. Phone (Primary):
4. Phone (Secondary):
5. Email Address:
6. Are you available to attend the Planning Commission meetings on the Thursday after the first City Council meeting of each month at 6:30 p.m.? Yes No
Hiva Kamangar
Lake Forest, CA 92630
- -
@ .
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7. Are you available to attend additional meetings as needed?
Yes No
8. How long have you lived in the City of Lake Forest?
9. Please describe your background and qualifications:
10. Did you vote in the 2024 General Election?
Yes No
11. Is there anything in your background that would reflect poorly on the City of Lake Forest?
Yes No
12. Are you a graduate of the Lake Forest Civic Academy?
Yes No
13. Do you participate in any of the City's Advisory Groups?
14. Do you regularly attend meetings of the City Council or the Commissions?
4.5 years
I am a licensed engineer in 9 states with 20 years of experience working on commercial, mixed-use, and government projects. My work involves interpreting codes, reviewing construction documents, and coordinating with architects, planners, and public agencies to ensure projects comply with adopted regulations.I have the practical understanding of how policies affect real projects and neighborhoods.
No
I do not regularly attend meetings in person, but I usually watch City Council and Commission meetings either live or as recorded sessions on the City’s YouTube channel.
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15. 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?
16. What City sponsored workshops or seminars have you attended?
17. Have you served as Chair or Member of any Committee, Club, Board or Organization? If yes, please describe:
18. How have you been involved in the community of Lake Forest? Mention any participation in community service organizations or clubs and activities in the community:
19. Do you have any social or business relationships with anyone on the City Council or other Commissions? If yes, please describe:
I have spoken at two City Council meetings, in 2022 and 2023, in connection with resolutions expressing solidarity with the Iranian-American community.
I have served as a committee member with the Illuminating Engineering Society (IES). In that role, I participated in the review of draft standards and guidelines prior to publication.
I also served, over multiple years, as a judge for the Society’s national Illumination Awards program. That role required independent evaluation of project submissions against established criteria and professional standards.
I previously served as a CERT member with the City of Aliso Viejo and I hold CMAP and FEMA Shelter Operations certifications. In January 2025, during the Los Angeles wildfires, I contacted Sharlyn De La Paz to offer assistance. In addition, my family and I regularly participate in Lake Forest i i l i i l i O S f
No
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20. Have you endorsed, assisted or made contributions to any campaign initiated by any member of the City Council?
21. Do you have any personal or professional affiliations with any City employee? If yes, please describe:
22. What does the term “legislative body” mean to you?
23. The Brown Act – in your own words – what does it mean to you?
24. What do you hope to accomplish during your time of service as a Planning Commissioner?
No
I am acquainted with Naz Mokarram who is a friend of my brother. Our relationship is indirect and social in nature, and I do not have any professional or financial affiliations with her.
A group of elected or appointed officials responsible for setting policies and making decisions that guide how a community operates and grows. It reviews information, listens to public input, and makes decisions in the best interest of the community.
To me, the Brown Act ensures that government decisions are made openly and transparently. It requires meetings to be publicly noticed, allows community members to attend and provide input, and helps maintain accountability and trust, while also recognizing the need to keep certain information confidential when appropriate.
I hope to help ensure that the Planning Commission provides accurate, thoughtful, and well-informed input to City Council, while keeping the future needs and priorities of residents and businesses in mind. I aim to use my experience in design, code interpretation, and project review to support decisions that benefit the community and guide the city’s growth responsibly.
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Hiva M. Kamangar
Experience:
WD Partners – Columbus, OH
Web: www.wdpartners.com
MANAGER, ELECTRICAL ENGINEERING
2/2022 – Current
WD Partners is a full service consultant, providing a full range of client partnership from operations and design to Architecture and Engineering. I joined WD as an Associate Manager and got quickly promoted to Manager of Electrical Engineering.
My responsibilities include:
• Quality control and engineering design guide for load calculations, developing single line diagrams, and coordinating with utility companies for electric services.
• Design consultation of lighting design and photometric calculations for indoor and outdoor lighting.
• Coordination with architects and owners throughout all design phases. • Design and consultation of emergency and redundant power sources, including high power UPS devices, solar PV systems, and diesel generators. • Quality control and compliance consultation for e nergy calculations (Title 24 and ComCheck).
• Responsible for the team’s technical improvement and code interpretations. • Responsible for the size of the teams assigned to each account based on forecasted workload and scope of work.
My assigned accounts are multibranch businesses including Starbucks, CVS, Chipotle, Walmart, and Sam’s Club.
Q3 Engineers Inc. – Huntington Beach, CA
Web: www.q3inc.com
ENGINEERING MANAGER
1/2014 – 2/2022
Q3 is comprised of two branches; Q3 Engineers and Q3 Construction, and is based in Huntington Beach, California. I joined Q3’s engineering team as a Project Engineer, and got promoted to Engineering Manager after three years. My responsibilities included:
• Engineering, load calculations, developing single line diagrams, and coordinating with utility companies for electric services. • Lighting design and photometric calculations for indoor and outdoor lighting. • Coordination with architects and owners throughout all design phases.
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Hiva M. Kamangar
• Construction Administration services, including the review of submittals and RFIs during the pre-bid and construction phases.
• Design and consultation of emergency and redundant power sources, including high power UPS devices, solar PV systems, and diesel generators. • Energy calculations and Title 24 compliance reports using Energy Pro. • Lighting control acceptance testing for various commercial and school projects.
Example Projects:
- Department of Public Social Services (Burbank, CA): 133,000 Sq. Ft. of Office Building.
o Project Manager of MEP design, in charge of coordination with Architectural team and the State throughout the DD and CD phases (Currently under construction), to review drawings, submittals and RFIs. - Child Support Services Department (Commerce, CA): 44,000 Sq. Ft. of Office Building and a monument statue.
o Project Manager of MEP+S design, in charge of coordination with Architectural team and the client to define the scope of work, schedule the design phases, review drawings, and also review submittals and RFIs during construction. The project was done in 5 phases.
- Cannabis Cultivation Facilities (12 Sites, CA -NV-OR): Over 500,000 Sq. Ft. of facility including cultivation rooms, office spaces, packaging and dispensary. o Project Manager of MEP+S design in charge of coordination with utility company, Architectural team and the client to define the scope of work, request for the service, schedule the design phases, and review the drawings. - Brokaw Plaza (San Jose, CA): 616,000 Sq. Ft. of land development, consisting of 145,000 Sq. Ft. of retail space including Sprouts, ROSS, Home Goods, ULTA, etc. o Project Manager of MEP design in charge of coordination with Architectural team and the client to define the scope of work, schedule the design phases, review drawings, and also review submittals and RFIs during construction. - Toyota Dealership (Claremont, CA): Dealership including 133,000 Sq. Ft. of sales, service and showroom, and 140,000 Sq. Ft. of parking lot. o Electrical Project Engineer responsible for all stages of design including load and service calculations, lighting design and photometric calculations, power plan, lighting controls, and Title 24 compliance report. - BMW Dealership (Humboldt Bay, CA): 18,000 Sq. Ft. expansion of the existing dealership including sales offices, showroom, and parking lot. o Electrical Project Engineer responsible for all stages of design including load and service calculations, lighting and power plan, lighting controls, and Title 24 compliance report.
- Church Of Scientology (Los Angeles, CA): Complete renovation of two residential buildings including 93 apartments, pool area, lobby, parking garage, and exterior lighting with total area of 94,000 Sq. Ft. o Electrical Project Engineer responsible for all stages of design including load and service calculations, lighting design and photometric calculations, power plan, lighting controls, and Title 24 compliance report.
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Hiva M. Kamangar
- Laser Away (14 locations, CA and TX): Interior TI for Laser treatment clinics. Each location includes 5-6 treatment rooms, a consultant office, reception, and waiting area.
o Electrical Project Engineer responsible for all stages of design including load and service calculations, lighting design and photometric calculations, power plan, lighting controls, and energy calculations (Title 24 and IECC).
I have also worked on several retail, medical, commercial, and governmental projects including; Lewis Regional Park sewer lift station, Western Dental clinics (7 locations), public park lighting design (5 parks), Faraday Future, Gard Apartments (103 units), Bixby Apartments (72 units + courtyard and gym), Laguna Gardens (371 units), Beach Access Lighting (3 locations in Laguna Beach), Department of Corrections office building, and several other facilities.
NH Research Inc. – Irvine, CA
Web: www.nhresearch.com
ELECTRICAL ENGINEER
5/2013–1/2014
NH Research is the main manufacturer of test equipment for power supplies, inverters, UPS, and dimmers. My main responsibilities as Electrical Engineer included:
• Design and design review of the switching power supply test equipment. • Writing test procedures and operating manuals for power supply test equipment.
ALPHA PP Ltd. – Tehran, Iran
Web: www.aftc.ir
PROJECT ENGINEER 1/2010–
4/2013
Alpha PP, Ltd. is the main representative of major European electrical manufacturers like “Schneider Electric,” “Legrand,” “Zucchini,” “Bticino,” “Xenon Architectural Lighting,” and “Reggiani.” They provide consulting, design services, and product selection for only the most prestigious projects. My main responsibilities as Project Engineer included:
• Design and calculation of indoor and façade lighting systems. • Coordination of design and configuration of home automation systems. • Design and review of electrical drawings.
• Construction observation and installation of high power UPS devices. • Design and configuration of Building Management Systems (Lighting/HVAC).
• Construction observation and installation of automation systems, IP cameras, and CCTV for security purposes.
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Hiva M. Kamangar
- Razavi Hospital: One of the most luxurious hospitals in the Middle East, consisting of 24 VIP Suites, 32 CIP Suites, and 120 Standard double-bed rooms, with total of 323,000 Sq. Ft.
o Project Engineer in charge of calculating light level and providing LOM for all areas of the hospital, including main entrance lobbies, corridors, nurse stations and VIP suites.
- Sam Center Shopping Mall: Consisting of three levels and 56,500 Sq. Ft., this mall contains famous brand stores like TAG Heuer, Fratelli Rosetti, and Mont Blanc. o Senior Engineer responsible for preparing specifications and estimates for electrical products and materials for common areas in co -operation with the Architectural Department.
- Negar Project: Renewal of an ancient caravanserai with 36,000 Sq. Ft., located in Zanjan to become a touristic site with 42 booths.
o Project Engineer in charge of calculating light level and preparing lay out plans, based on Architectural Department designs.
- Razavi Hospital: Lighting Management and Automation for VIP Suites (Total Area under Automation System=27,000 Sq. Ft.).
o Project Engineer in charge of designing an automation system for lighting control, using combination of Touch Screen and IR Remote Controller.
Configuring the system and supervising the installation. - Qods Hotel: Located in Mashhad, with eight floors and 184 rooms. o Project Engineer in charge of designing control system, including: lighting, curtain control, climate control, and door functions (“Do Not Disturb” and “Room Needs Cleaning”).
- Park Elite Residential Complex: Home Automation for 20 units, on 10 floors, and a 5,000 Sq. Ft. Penthouse (Total area=57,000 Sq. Ft.).
o Project Engineer in charge of designing, configuring, and construction observation of light and climate control with combination of scenarios, integrated with security cameras.
- Nastaran Residential Complex: A 22 -floor building with 22 units (Total area=154,000 Sq. Ft.).
o Project Engineer in charge of designing and configuring the automation system for light and climate control, curtain and shutter control, and central sound diffusion system using multimedia touch screens with a combination of scenarios.
TRT CO. – Tehran, Iran
SENIOR DESIGN ENGINEER 1/2006–
1/2010
TRT is a representative of several European home automation manufacturers as well as domestic and imported uninterruptible power supply providers like “General Electric,” “inform,” “Hajir Sanat,” “BMB,” “LUXOM.” My responsibilities included:
• Senior Design Engineer responsible for automation systems of offices and residential apartments.
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Hiva M. Kamangar
• Construction observation of installation of high power UPSs. • Design and review of electrical drawings.
• Design engineer and construction observation of installation of IP Cameras and CCTV for security purposes.
- Sonbol Residential Complex: Home Automation for 24 units and a 7,500 Sq. Ft.
Penthouse (Total area=85,000 Sq. Ft.).
o Senior Design Engineer in charge of Designing and Configuring the automation system for light, climate, and curtain control, using touch screens with a combination of scenarios integrated with door entry system. - VIP Villas of National Iranian Oil Company. A complex consisting of 6, 12 -floor buildings, and 20 VIP villas.
o System Designer in charge of drawing electrical plans, product selection, and defining scenarios for a home automation system to control lighting, climate, home, and kitchen appliances.
- Tarbiat Modares University, Faculty of Electrical and Computer Engineering. o Senior Design Engineer in charge of load calculations and construction observation for installation of emergency power of main data center. - Main office of Novartis Pharmaceutical branch in Iran. o Senior Design Engineer in charge of designing electrical plans, product selection, and estimation of all equipment. Construction observation of installing access control, CCTV, conference room equipment, LAN, and biometric attendance system.
- Alborz University-Faculty of Foreign Languages.
o Senior Design Engineer in charge of designing electrical plans and drawings of low current systems (Local Area Network and Intercom), as well as calculations and drawings of emergency power supply.
ALBORZTABAN CO. –Tehran, Iran
Web: www.panasoniciran.com
TECHNICAL SUPPORT ENGINEER
9/2004 – 1/2006
Alborztaban is the main representative of Panasonic office equipments in Iran. The Technical Department was responsible for troubleshooting and maintenance of all products. My main responsibilities as Technical Support Engineer were:
• Adjustment and repairing laser scanners and CISs in laser fax machines. • Technical Instructor for maintenance and repairing facsimile machines. • Technical Instructor for maintenance and repairing monochrome and color laser printers.
• Troubleshooting and maintenance of laser-based machines. • Writing troubleshooting instruction for use of technicians.
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CITY COUNCIL AGENDA REPORT
MEETING DATE: 3/3/2026
DEPARTMENT: City Manager
SUBJECT:
LAKE FOREST EQUESTRIAN FACILITY LEASE
RECOMMENDED ACTION(S):
Approve the lease with the Lake Forest Equestrian Center, Inc., dba Serrano Creek Ranch, and authorize the City Manager to execute, and the City Clerk to attest, the document.
EXECUTIVE SUMMARY:
Upon incorporation, the City became the lessor of a lease for the operation of the equestrian facility with Serrano Creek Ranch. The County originally entered into the first Lease in December 1984 and transferred it to the City in 1992.
The City’s existing lease (“Current Lease”) for the Equestrian Center was originally executed in 2006 and amended in 2014 and 2019. The Current Lease expires August 14, 2026. As the current lease approaches expiration, staff negotiated a new 20-year lease agreement to provide long-term operational stability while modernizing key provisions to reflect current legal, financial, and risk management standards.
The proposed lease establishes a new term from August 15, 2026, through August 14, 2046. Unlike the current agreement, which was structured under legacy terms and later amended, the new lease comprehensively updates the relationship between the City and the operator. It formalizes the rent structure, clarifies maintenance and capital improvement responsibilities, strengthens insurance and indemnification requirements, and enhances default and enforcement provisions. The agreement also incorporates updated operational and reporting standards consistent with contemporary municipal practices.
Working collaboratively with representatives from Serrano Creek Ranch, staff and the City Attorney’s Office negotiated the attached proposed agreement with the Lake Forest Equestrian Center. Staff recommend the City Council approve the proposed agreement (Attachment).
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BACKGROUND:
Upon incorporation, the City became the lessor of a lease for the operation of the equestrian facility with Serrano Creek Ranch. The County originally entered into the first Lease in December 1984 and transferred it to the City in 1992.
The first lease with Serrano Creek Ranch expired in December 2004 and operated on a month-to-month basis going forward. On August 15, 2006, the City Council entered into a new 20-year lease with Serrano Creek Ranch which expires August 14, 2026.
On August 5, 2014, the City Council approved the First Amendment to the Current Lease. The First Amendment modified certain provisions in the lease including optional services and uses, rent, charges for unauthorized services and uses, definitions of gross receipts, and payment procedures. On May 21, 2019, the City Council approved the second amendment to the Current Lease which made two changes – reduced the maximum number of horses boarded on site and specified the Equestrian Center is required to obtain and comply with regulatory approvals.
Staff began negotiations with the Equestrian Center in late 2025 in anticipation of the Current Lease expiring.
DISCUSSION:
The equestrian facility is located at 25201 Trabuco Road and encompasses approximately 7.6 acres. The site is bordered by Serrano Creek on one side and Serrano Creek Park on the other. Exhibit 1 below depicts the Site.
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Exhibit 1: Serrano Creek Ranch and surrounding properties The Current Lease was originally executed in 2006. While the lease has served the parties for nearly two decades, it reflects legal, operational, and risk allocation standards from that earlier period.
The proposed new lease establishes a new 20-year term beginning August 15, 2026, and expiring August 14, 2046. Rather than merely extending the existing agreement, the new document comprehensively modernizes the lease structure.
Key updates include:
Establishment of a defined long-term term through 2046. A clarified and formalized rent structure.
More detailed allocation of maintenance and capital improvement responsibilities.
Updated insurance and indemnification provisions consistent with current municipal risk management standards.
Expanded default, cure, and enforcement provisions.
Enhanced operational and compliance requirements.
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Overall, the new lease improves clarity, strengthens the City’s protections, modernizes financial and operational provisions, and establishes a stable long- term framework for continued equestrian center operations.
Serrano Creek Ranch Operator
The City has maintained a strong and collaborative relationship with the current equestrian center operator, characterized by open communication and transparency. Over the past 20 years, there have been little to no complaints regarding the facility or its operations, reflecting consistent and responsible management. The operator has cultivated longstanding relationships with other equestrian centers throughout the County and surrounding unincorporated areas and has played an important regional role by serving as an emergency evacuation site and providing temporary boarding for horses during wildfire and other emergency events. Additionally, the operator has implemented and maintained irrigation systems that can support fire mitigation efforts when necessary.
If the equestrian center were to cease operations, the City would need to identify and establish alternative arrangements to assist with horse evacuation and temporary boarding during emergency situations, which could require new partnerships, coordination efforts, and potential resource commitments. In addition, conversion of the site to traditional park use would likely necessitate significant upfront capital investment to construct new park amenities and make related site improvements. The City would also assume ongoing costs associated with maintenance, operations, and long-term upkeep of the property.
Absent the current operator, it is unlikely that the property would receive the same level of care, oversight, and proactive stewardship that has been demonstrated over the past two decades.
Summary
Staff believe the proposed agreement provides mutual benefits to the City and Serrano Creek Ranch. It reflects contemporary public leasing practices and provides greater certainty and accountability for both parties over the next 20 years.
FISCAL IMPACT:
There is a positive fiscal impact associated with the recommended action.
Pursuant to the terms of the proposed agreement, Serrano Creek Ranch would Item: 6
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continue to lease and operate the facility from the City. The proposed agreement would generate approximately $1.8 million in revenue to the City over the term of the lease.
ATTACHMENTS:
Proposed Lease Agreement with Serrano Creek Ranch
Initiated By: Adrian Grijalva, Economic Development/Housing Manager Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
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ATTACHMENT
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55136.00100\44702795.2
1 LEASE SUMMARY
LESSOR: City of Lake Forest
LESSEE: Lake Forest Equestrian Center, Inc., dba Serrano Creek Ranch PREMISES: 7.608 acres of land located in Serrano Creek Community Park on Trabuco Road, westerly of Lake Forest Drive in the City of Lake Forest.
TERM: 20 years
TERMINATION: City may terminate the Lease at any time after the 5th anniversary of the Commencement Date , upon not less than five years written notice if City determines in its sole discretion that termination of this Lease is necessary for a public purpose.
USE: 1. Required Services and Uses
a. Boarding of Horses
b. Horse Training
c. Horseback Riding Lessons
d. Tack Storage
e. Equestrian related community service on a cost -
recovery basis
2. Optional Services and Uses
a. Equestrian Shows and Related Activities
b. Machine Vending of Beverages and Snacks
c. Temporary Food Service for Horse Shows
d. Sale of Horse-Care Equipment and Products
e. Rental of Tack Storage Sheds
f. Horse Trailer Storage
g. Blanketing
h. Stall Flooring Preparation
i. Increase Shelter Coverage
j. Living quarters for persons employed full time in
operating, maintaining and/or providing security
service for the Premises . The number of full -time
employees allowed to reside on the Premises shall be
subject to approval by the City Manager.
k. Administrative and management operations of the
Lessee
l. Composting Business
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2 m. Expanded Rabbit Feed and Chicken Feed Sales
n. Facility Rental for the Conference Room and Special
On-Site Events, which may be subject to Lake Forest
Municipal Code Chapter 5.05
o. Day and weeklong camps
p. Individual / Group Equine Therapy
ANNUAL RENT: Starting August 15, 2026 (“Commencement Date”), Lessee shall pay to City a fixed annual rent of Eighty-Three Thousand One Hundred Forty-Nine Dollars and Ninety -Eight Cents ($83,149.98) in equal monthly installments of Six Thousand Nine Hundred Twenty -Nine Dollars and Sixteen Cents ($6,929.16) (“Fixed Rent”) due on or before the first day of each month
ANNUAL INCREASE
IN FIXED RENT:
One (1) percent of the Fixed Rent in effect during the immediately preceding Lease year.
SECURITY DEPOSIT: 1. Amount $5,000
2. Adjustment
The City Manager may demand Lessee increase the amount of the security deposit up to Twenty Thousand Dollars ($20,000) in the event of a default of any covenant, condition, restriction or reservation, or assignment of this Lease.
CONSTRUCTION: Construction by Lessee to include accommodation for Required and Optional Services and Uses.
OWNERSHIP OF
IMPROVEMENTS:
At City’s option all improvements, alterations, fixtures and additions shall become property of the City at expiration of the Lease.
UTILITIES: Lessee shall pay all utility costs including any utility lines or meters to the Premises.
MAINTENANCE
OBLIGATION OF
LESSEE:
Lessee shall maintain the Premises in a safe, clean and orderly condition and keep the Premises and all improvements in good condition and repair. Lessee shall pick up horse manure in specified areas outside the Premises on a daily basis.
INSURANCE: Lessee shall maintain insurance acceptable to the City. The insurance policies shall, as a minimum, provide the following forms of coverage:
1. General Liability Insurance.
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55136.00100\44702795.2
3 2. Commercial Equine General Liability Insurance.
3. Care, Custody, and Control Insurance.
4. Automobile Liability Insurance.
5. Worker’s Compensation Insurance.
6. Special Events Insurance.
7. Fire and Extended Coverage.
ASSIGNING,
SUBLETTING,
ENCUMBERING:
Lessor's written approval required prior to assigning, subletting, or encumbering the lease consistent with Section 22.
SECURITY: Lessee shall have at least one designated representative on the Premises at all times to provide security services pursuant to Section 19(B).
TAXES: All taxes and assessments, including possessory interest tax, are to be paid by Lessee.
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55136.00100\44702795.2
TABLE OF CONTENTS
Page
4 1. PREMISES................................ ................................ ................................ ..................... 7
2. LIMITATION OF THE LEASEHOLD ................................ ................................ ..........7
3. REQUIRED AND OPTIONAL SERVICES AND USES ................................ ............... 7
4. TERM ................................ ................................ ................................ ............................ 9
5. RENT ................................ ................................ ................................ ........................... 10
6. CHARGES FOR UNAUTHORIZED SERVICES AND USES ................................ .... 11
7. DEFINITION OF GROSS RECEIPTS ................................ ................................ ......... 12
8. RENT PAYMENT PROCEDURE................................ ................................ ................ 13
9. CHARGE FOR LATE PAYMENT ................................ ................................ .............. 13
10. RECORDS AND ACCOUNTS ................................ ................................ .................... 14
11. SECURITY DEPOSIT ................................ ................................ ................................ . 15
12. FUTURE CONSTRUCTION AND/OR ALTERATION BY LESSEE ......................... 16
13. LESSEE’S ASSURANCE OF CONSTRUCTION COMPLETION .............................. 16
14. MECHANICS LIENS OR STOP-NOTICES ................................ ................................ 17
15. “AS-BUILT” PLANS AND CONSTRUCTION COSTS ................................ .............. 17
16. OWNERSHIP OF IMPROVEMENTS ................................ ................................ ......... 18
17. UTILITIES ................................ ................................ ................................ ................... 18
18. MAINTENANCE OBLIGATIONS OF LESSEE ................................ ......................... 18
19. OPERATIONAL REQUIREMENTS ................................ ................................ ........... 19
20. DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS ................................ ....... 20
21. INSURANCE ................................ ................................ ................................ ............... 20
22. ASSIGNING, SUBLETTING, AND ENCUMBERING BY LESSEE
PROHIBITED ................................ ................................ ................................ .............. 24
23. ASSIGNMENT BY CITY ................................ ................................ ............................ 24
24. HAZARDOUS MATERIALS ................................ ................................ ...................... 24
25. NOTICES ................................ ................................ ................................ ..................... 26
26. TIME................................ ................................ ................................ ............................ 26
27. SIGNS ................................ ................................ ................................ .......................... 26
28. PERMITS AND LICENSES ................................ ................................ ........................ 26
29. CONTROL OF HOURS AND PROCEDURES ................................ ............................ 27 Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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TABLE OF CONTENTS
(continued)
Page
5 30. LEASE ORGANIZATION ................................ ................................ ........................... 27
31. AMENDMENTS ................................ ................................ ................................ .......... 27
32. UNLAWFUL USE ................................ ................................ ................................ ....... 28
33. NONDISCRIMINATION................................ ................................ ............................. 28
34. INSPECTION ................................ ................................ ................................ .............. 28
35. HOLD HARMLESS ................................ ................................ ................................ ..... 28
36. TAXES AND ASSESSMENTS................................ ................................ .................... 29
37. SUCCESSORS IN INTEREST ................................ ................................ ..................... 29
38. CIRCUMSTANCES WHICH EXCUSE PERFORMANCE ................................ ......... 29
39. PARTIAL INVALIDITY ................................ ................................ ............................. 29
40. WAIVER OF RIGHTS ................................ ................................ ................................ . 29
41. DEFAULT IN TERMS OF THE LEASE BY LESSEE ................................ ................ 30
42. RESERVATIONS TO CITY ................................ ................................ ........................ 33
43. HOLDING OVER ................................ ................................ ................................ ........ 33
44. CONDITION OF PREMISES UPON TERMINATION ................................ ............... 33
45. DISPOSITION OF PERSONAL PROPERTY ................................ .............................. 33
46. QUITCLAIM OF LESSEE’S INTEREST UPON TERMINATION ............................. 34
47. CITY’S RIGHT TO RE-ENTER ................................ ................................ .................. 34
48. AUTHORITY OF LESSEE ................................ ................................ .......................... 34
49. PUBLIC RECORDS................................ ................................ ................................ ..... 34
50. WAIVER OF JURY TRIAL ................................ ................................ ......................... 35
51. GOVERNING LAW AND VENUE ................................ ................................ ............. 35
52. ATTORNEY’S FEES ................................ ................................ ................................ ... 35
53. LAWS, REGULATIONS AND SETTLEMENT AGREEMENTS ............................... 35
54. PREVAILING WAGE ................................ ................................ ................................ . 36
55. LESSEE ESTOPPEL CERTIFICATE ................................ ................................ .......... 37
56. WAIVER OF CALIFORNIA CODE SECTIONS ................................ ......................... 37
57. NO RELOCATION ASSISTANCE ................................ ................................ .............. 37
58. QUALIFIED COMMERCIAL TENANT STATUS/SB 1103 COMPLIANCE ............. 37
59. LEASE NEGOTIATED IN ENGLISH ................................ ................................ ......... 38 Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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TABLE OF CONTENTS
(continued)
Page
6 60. CASP ................................ ................................ ................................ ........................... 38 Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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55136.00100\44702795.2
7 LEASE
THIS LEASE (“Lease”) is made and dated as of ______________ by and between the City of Lake Forest, a municipal corporation (“City”) and Lake Forest Equestrian Center, Inc., a California corporation dba Serrano Creek Ranch hereinafter referred to as “Lessee,” without regard to number and gender. City and Lessee may sometimes be referred to as “Party” or collectively as “Parties”.
All references to “City Manager” shall also include his or her designee.
1. PREMISES
City leases to Lessee that certain real property hereinafter referred to as “Premises,” described in Exhibit “A” and by this reference made a part hereof, and including all structures thereon.
2. LIMITATION OF THE LEASEHOLD
Nothing contained in this Lease or in any document related hereto shall be construed to imply the conveyance to Lessee of rights in the Premises which exceed those owned by City, or any representation or warranty, either expressed or implied, relating to t he nature or condition of the Premises or City’s interest therein. Lessee acknowledges that Lessee has been in continuous possession of the Premises for approximately twenty (20) years and is fully familiar with the physical condition and state of repair o f the Premises. Lessee accepts the Premises in its “as is” condition, without any representation or warranty by the City as to its condition, suitability, or fitness Lessee’s intended purchase, and waives any right to require any repairs, replacements, or improvements (except as may be expressly stated herein) as a condition to Lessee’s continued occupancy.
3. REQUIRED AND OPTIONAL SERVICES AND USES
A. Required Services and Uses. Lessee’s use of the Premises shall be limited to the operation and maintenance of an equestrian center serving the general public. In furtherance of that purpose, Lessee shall, during the entire Lease term, provide the following services and uses to the public on the Premises:
(1) Boarding of Horses (149 horses maximum, except during emergencies and only in accordance with applicable regulatory requirements) (2) Horse Training
(3) Horseback Riding Lessons
(4) Tack Storage
(5) Equestrian related community service on a cost-recovery basis B. Optional Services and Uses. At the sole discretion of the City Manager, and with prior written approval, Lessee may provide additional services and uses which are ancillary to and compatible with the required services and uses herein, provided such additional services and uses do not have a significant negative impact on Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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55136.00100\44702795.2
8 surrounding uses. The Parties acknowledge the following optional services and uses are approved:
(1) Equestrian Shows and Related Activities
(2) Machine Vending of Beverages and Snacks
(3) Temporary Food Service for Horse Shows
(4) Sale of Horse-Care Equipment and Products
(5) Rental of Tack Storage Sheds
(6) Horse Trailer Storage
(7) Blanketing
(8) Stall Flooring Preparation
(9) Increase Shelter Coverage
(10) Living quarters for persons employed full time in operating, maintaining and/or providing security service for the Premises. The number of full-time employees allowed to reside on the Premises shall be subject to approval by the City Manager . The approved limit as of the date of this Lease is 5 persons. Lessee acknowledges that any occupancy of the Premises under this provision is solely incidental to their employment and undertaken at Lessee’s sole discretion and control. City shall have no responsibili ty, obligation, or liability arising under any applicable residential tenancy laws applicable to residential dwellings. Lessee shall indemnify, defend, and hold City harmless from and against any claims, demands, losses, or liabilities arising from or related to such residential occupancy. (11) Administrative and management operations of the Lessee (12) Composting Business
(13) Expanded Rabbit Feed and Chicken Feed Sales
(14) Facility Rental for the Conference Room and Special On-Site Events, which may be subject to Lake Forest Municipal Code Chapter 5.05 (15) Day and weeklong Camps
(16) Individual/Group Equine Therapy
C. Prohibited Uses. The above listed services and uses, those subsequently approved by the City Manager shall be the only services and uses permitted. Lessee agrees Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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55136.00100\44702795.2
9 not to use the Premises for any other purpose nor to engage in or permit any other activity within or from the Premises.
This prohibition includes sale of tobacco products and alcoholic beverages and the use of any tobacco products within any building or consumption of alcoholic beverages on the Premises, except for special events approved in writing in advance by the City Manager. The sale or consumption of alcoholic beverages shall (1) be in areas designated by the City Manager, (2) have a security plan approved by the City Manager and (3) compliance with any regulatory requirements of the State of California’s Alcohol Control Board, including a valid permit for the event.
Lessee also agrees not to conduct or permit to be conducted any public or private nuisance in, on or from the Premises, or to commit or permit to be committed any waste in, on or from the Premises.
4. TERM
The term of this Lease shall commence on August 15, 2026 (“Commencement Date”) and shall continue for twenty (20) years (the “Term”) ending no later than 11:59 p.m. on August 14, 2046, unless sooner terminated pursuant to the terms of this Lease.
A. Should state law require Lessee to construct significant improvements on the Premises, the Parties agree to meet in good faith regarding the term of the Lease.
B. City may give a five-year written notice of termination of this Lease any time after August 15, 203 1, if City determines in its sole discretion that termination is necessary for a public purpose for a public purpose.
Notwithstanding but subject to Section 56 below, Lessee may terminate this Lease after the first anniversary of the Commencement Date based on demonstrable economic hardship by providing City with a minimum one (1) year written notice accompanied by reasonable documentation evidencing the claimed economic hardship. Economic Hardship shall include any of the following events that materially and adversely affect Lessee’s ability to economically operate its permitted use of the Property at a level substantially equivalent to the level of operations existing immediately prior to the occurrence of the applicable event:
(a) Eminent Domain. Solely where (i) a final order of condemnation or an order for possession has been entered by a court of competent jurisdiction, or (ii) City or another condemning authority has delivered an irrevocable written commitment to acquire the Property by eminent domain within twelve (12) months, and such taking will materially and adversely affect Lessee’s permitted use, Lessee may elect to terminate under this Section. Planning documents, notices of preparation, adopted plans, or other preliminary governmental actions shall not constitute Economic Hardship under this Agreement. Any compensation and all rights and remedies arising from condemnation shall be governed by Section 56 of this Lease.
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10 (b) Destruction. Long-term Destruction shall not constitute Economic Hardship if City (or Lessee, as applicable) elects within ninety (90) days of the casualty/remediation event to diligently restore or reasonably accommodate continued operations (including temporary facilities, phased work, or partial reopenings) within a commercial reasonable period. If restoration cannot practicably be completed within twenty-four (24) months despite diligent efforts, Lessee may pursue termination under this Section, subject to the notice and documentation requirements below, and subject to Section 56 of this Lease.
Economic Hardship termination under this Section is Lessee’s sole and exclusive remedy with respect to the qualify event, and Lessee waives any claim for consequential, special, or lost-profit damages against City in connection therewith.
C. If City elects to terminate this Lease prior to the expiration of the Term for a public purpose, and provided that (i) Lessee is not in default at the time of such termination; (ii) the impr ovements at issue were constructed and paid for entirely by Lessee; and (iii) such improvements were approved in writing in advance by City, or subsequently accepted in writing by City as beneficial to the Premises and (iv) are documented by Lessee with reasonable evidence of cost , then City shall reimburse Lessee for th e unamortized value of such improvements. The unamortized value shall be calculated in accordance with an amortization schedule determined by the City Manager at the time the improvements are approved by the City, which schedule shall be in writing, signe d by both City and Lessee, and amortized on a straight -line basis over the improvement’s useful life, without interest. City’s reimbursement obligation shall be limited solely to the amounts resulting from such amortization schedule, and in no event shall City be obligated to reimburse Lessee for any costs not expressly included therein. City shall pay such reimbursement to Lessee within thirty (30) days after the effective termination. Improvements eligible for reimbursement under this secti on shall be permanent. Trade fixtures as defined in Section 16 , Ownership of Improvements , or improvements constructed in violation of applicable laws or without City’s knowledge are not eligible for reimbursement.
5. RENT
A. Annual Rent. Starting on the Commencement Date, Lessee shall pay to City a fixed annual rent of Eighty-Three Thousand One Hundred Forty -Nine Dollars and Ninety-Eight C ents ($83,149.98), in equal monthly installments, as adjusted per Section 5.B of this Lease and as reflected in the r ent schedule below (the “Fixed Rent”).
Lease Year Rent Per Month
1 $6,929.16
2 $6,998.45
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11 3 $7,068.44
4 $7,139.12
5 $7,210.51
6 $7,282.62
7 $7,355.44
8 $7,429.00
9 $7,503.29
10 $7,578.32
11 $7,654.10
12 $7,730.64
13 $7,807.95
14 $7,886.03
15 $7,964.89
16 $8,044.54
17 $8,124.99
18 $8,206.23
19 $8,288.30
20 $8,371.18
B. Annual Increases in Fixed Rent . Commencing on the first anniversary of the Commencement Date and continuing annually thereafter, the Fixed Rent shall increase annually by one percent (1 %). Notwithstanding any other provisions in this Agreement, the Fixed Rent shall not be decreased.
6. CHARGES FOR UNAUTHORIZED SERVICES AND USES
In the event Lessee breaches this Lease by using or permitting the Premises to be used in any manner other than as expressly permitted under this Lease, said unauthorized services and uses shall constitute a default under this Lease. Lessee shall pay City a sum equal to 50% of the “gross receipts,” as defined in the Clause in this Lease entitled DEFINITION OF GROSS RECEIPTS Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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12 (Section 7) for any service or use that is not permitted by this Lease, or otherwise authorized in the Clause in this Lease entitled REQUIRED AND OPTIONAL SERVICES AND USES (Section 3). The existence of the 50% charge in this clause, or the payment or receipt of money under this clause, does not constitute an authorization for a particular service or use and does not constitute a waiver of City’s right to require Lessee to terminate such service or use or constitute an election of remedies by the City.
The Parties agree that City ’s actual damages, in the event of such a breach by Lessee would be extremely difficult or impossible to determine; therefore, an amount equal to the amount of 50% of such gross receipts has been agreed upon, after negotiation, as the Parties’ best estimate of City’s reasonable damages.
In addition to the City’s collection of a portion of the gross receipts for any unauthorized services and uses, the Parties may execute a written amendment to the Lease to add such unauthorized services and uses to the Clause in this Lease entitled REQUIRED AND OPTIONAL SERVICES AND USES (Section 3), and increase the Rent amount provided in Section 5. Alternatively, the City may demand, in its sole discretion, that Lessee cease the unauthorized services. Lessee’s failure to cease unauthorized services City shall result in a material breach subject to the remedies provided in Section 41.
7. DEFINITION OF GROSS RECEIPTS
As used in this clause, the term “Lessee” shall include Lessee, its agents, concessionaires, or licensees, or any person acting under contract with Lessee. The term “gross receipts” upon which unauthorized services and uses on the Premises are to be based shall include:
A. The sale price of all unauthorized goods, wares, merchandise, and products sold on or from the Premises by Lessee (or on any website, electronic or virtual platform), whether for cash or credit or electronic method of payment, whether or not payment is actually made at, in, or from the Premises, whether or not delivery of the items sold is made from the Premises and whether title to such items is transferred; B. The charges made by Lessee for the sale or rendition on or from the Premises of unauthorized services of any nature or kind whatsoever, whether for cash or credit, whether payment is actually made or not, and whether the services are actually performed or not;
C. All unauthorized admission, entry, rental, and other fees of any nature or kind charged by Lessee;
D. The term “gross receipts ” also includes the unauthorized fair rental value of facilities used by Lessee or its employees and the value of all consideration, including consideration other than cash, received by Lessee or its employees in exchange for the unauthorized items sold or services rendered.
E. Unauthorized services and uses shall exclude: (1) all sales and excise taxes payable by Lessee to federal, state, City, or municipal governments as a direct result of operations under this Lease; (2) professional veterinary and farrier services that Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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13 occur on the Premises; (3) moneys obtained from the sale of horses, tack, trailers, or other personal property of boarder(s) to satisfy board that is in arrears or liens; (4) security deposits held in trust by Lessee for the rental of space and facilities on the Premises; (5) refunds for goods returned; (6) security deposits not held in trust; (7) bad debt losses; (8) horse training (including lessons) by professional trainers affiliated with Lessee, whereby Lessee does not receive, retain or collect any training or lesson revenue.
8. RENT PAYMENT PROCEDURE
A. Payment of Rent. Fixed Rent, as provided in Section 5 of the Lease, is due on or before the first day of each month.
B. Place of Payment and Filing. Rent payments shall be delivered to the City of Lake Forest Finance Department by mail or in person to: 100 Civic Center Drive, Lake Forest, CA 92630 or by electronic funds transfer (ACH), provided Lessee submits a written request to make payments by ACH. Upon such request, the City’s Finance Department shall furnish Lessee with the necessary banking information and instructions. The designated place of payment and filing may be changed at any time by City upon ten (10) days’ written notice to Lessee. Payments may be made by check made payable to the “City of Lake Forest.” Lessee assumes all risk of loss if payments are made by mail.
C. Form of Payment. All amounts due shall be paid in lawful money of the United States of America, without offset or deduction or prior notice or demand. No payment by Lessee or receipt by City of a lesser amount than the payment due shall be deemed to be other than on account of the pa yment due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and City shall accept such check or payment without prejudice to City’s right to recover the balance of said amount due or pursue any other remedy in this Lease. The City is willing and able to accept monthly rent payments via ACH from the leaseholder. If the leaseholder would like to pay via ACH, the City’s Finance Department will provide them with banking information and instructions.
9. CHARGE FOR LATE PAYMENT
A. Lessee hereby acknowledges that the late payment of Fixed Rent or any other sums due hereunder will cause City to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, costs such as administrative processing of delinquent notices, increased accounting costs, etc.
B. Accordingly, if any payment of rent as specified in the Clauses RENT PAYMENT PROCEDURE or of any other sum due City is not received by City by the due date, a late charge of three percent (3%) of the payment due and unpaid plus $25 shall be added to the payment, and the total sum shall become Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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14 immediately due and payable to City. Any amount due under this Lease due shall accrue interest at a rate of 8% for each month or portion thereof that it remains unpaid, until paid in full.
C. Lessee and City hereby agree that such late charges represent a fair and reasonable estimate of the costs that City will incur by reason of Lessee’s late payment. Acceptance of such late charges (and/or any portion of the overdue payment) by City shall in no event constitute a waiver of Lessee’s default with respect to such overdue payment, or prevent City from exercising any of the other rights and remedies granted hereunder.
10. RECORDS AND ACCOUNTS
A. Records. Lessee shall, at all times during the term of this Lease, keep or cause to be kept true and complete books, records, and accounts of all financial transactions in the operation of Lessee’s business activities, of whatever nature, conducted in pursuance of its business on the Premises.
In the event of admission charges or rentals, Lessee shall issue serially numbered tickets for each such admission or rental and shall keep an adequate record of said tickets, both issued and unissued.
Retail sales and charges may be recorded by a system other than cash registers or other comparable devices provided said system is approved in writing by City Manager prior to use thereof.
B. The Accounting Year. The accounting year shall be twelve full calendar months.
The accounting year may be established by Lessee, provided Lessee notifies City Manager in writing of the accounting year to be used. Said accounting year shall be deemed to be approved by City Manager unless City Manager has objected to Lessee’s selection in writing within sixty (60) days of Lessee’s written notification.
In the event Lessee fails to establish an accounting year of its choice, regardless of the cause, the accounting year shall be synonymous with a calendar year.
Any portion of a year that is not reconciled, should the accounting year and the anniversary year of the Lease commencement not be the same, shall be accounted for as if it were a complete accounting year.
Once an accounting year is established, it shall be continued through the term of the Lease unless City Manager specifically approves in writing a different accounting year. City Manager shall only approve a change in accounting years in the event of undue hardship being placed on either the Lessee or City, and not because of mere convenience or inconvenience.
C. Financial Statements. Within one hundred twenty (120) days after the end of each accounting year, Lessee at its own expense shall submit to City Manager a balance sheet and income statement reflecting business transacted on or from the Premises Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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15 during the preceding accounting year. Lessee’s Chief Financial Officer must attest that the balance sheet and income statement submitted are an accurate representation of Lessee’s records as reported to the United States of America for income tax purposes.
Lessee acknowledges that any and all of the “Financial Statements” submitted to City pursuant to this Lease become Public Records and are subject to public inspection pursuant to the California Public Records Act.
D. Failure to submit Financial Statements. In addition to any other remedies available to City at law or in equity or under this Lease, in the event that Lessee fails to submit any financial statements by the due date listed in the clause of this Lease entitled RECORDS AND ACCOUNTS, City Manager m ay require Lessee to submit the greater of:
(1) $5,000 fine; or
(2) Any and all costs incurred by City for the Certified Public Accountant hired by the City to prepare required financial statements, including an administrative fee equal to fifteen percent (15%) of those costs.
E. Audits. All Lessee’s books of account and records (physical and electronic) and supporting source documents related to this Lease or to business operations conducted within or from the Premises shall be kept and made available to City at one location within the limits of Orange County. City shall, through its duly authorized agents or representatives, have the right to examine and audit said books of account and records and supporting source documents at any and all reasonable times for the purpose of determining whether Lessee is complying with the Lease, and particularly whether Lessee is only operating such services or uses specified in Section 3.A and 3.B of the Lease.
In addition, City shall, through its duly authorized agents or representatives, have the right to make a physical inspection of the Premises at any and all reasonable times for the purpose of determining whether Lessee is complying with the Lease, and particularly whether Lessee is only operating such services or uses specified in Section 3.A and 3.B of the Lease. City shall not be required to provide written or oral notice to Lessee prior to such inspection. Should City discover unauthorized services or uses being conducted on the Premises during said inspection, City may exercise the remedies detailed in Section 10.D of the Lease.
11. SECURITY DEPOSIT
A security deposit in the sum of Five Thousand Dollars ($5,000) shall be provided to City by Lessee upon Lease execution. The Parties acknowledge that the amount of the security deposit is below industry standards and is based upon the City’s past dealings with Lessee. The security deposit shall be paid in cash and shall guarantee Lessee’s full and faithful performance of all the terms, covenants, and conditions of this Lease . If the Lease is extended or renewed beyond the initial twenty (20) year Term, the security deposit shall automatically increase to an amount equal Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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16 to $10,000, and Lessee shall deposit such additional funds with City upon commencement of the extended or renewed term.
City Manager may demand Lessee increase the amount of the security deposit up to the sum of Twenty Thousand Dollars ($20,000) in the event of a default of any covenant, condition, restriction or reservation, or assignment of this Lease. Within thirty (30) days after notification of any change in required security deposit amount from City Manager, Lessee shall submit to City Manager any additional security deposit as may be required.
In the event City Manager applies all or any portion of the security deposit as provided herein, Lessee shall, within ten (10) days of written notice of any application by City Manager, replenish the security deposit to maintain it at amounts as herein required throughout the Lease term. Failure to do so shall be deemed a default and shall be grounds for immediate termination of this Lease.
12. FUTURE CONSTRUCTION AND/OR ALTERATION BY LESSEE
Lessee shall not perform any excavation or construction upon the Premises nor shall Lessee modify, alter, or remove any permanent improvements lying within the Premises without prior written approval of City.
A. City’s Consent. No structures, modifications, improvements, or facilities shall be constructed, erected, altered, removed or made within the Premises without prior written consent of City Manager, which consent may be withheld or conditioned on City Manager’s sole discretion.
Any conditions relating to the manner, method, design, and construction of said structures, modifications or improvements, or facilities fixed by the City Manager in City Manager’s good faith discretion, as a condition to granting such consent, shall be conditions hereof as though originally stated herein. At any time, City may stop work that creates a hazardous condition or is unsafe. Lessee agrees to hold City harmless for any damages resulting from such interruption of work. Lessee may, at any time and at its sole expense, install and place business fixtures and equipment within any building constructed by Lessee.
B. Compliance with Plans and Construction Standards. All modifications or improvements constructed by Lessee within the Premises shall be constructed in strict compliance with detailed plans and specifications approved by City Manager in writing . All construction shall be conducted in a professional and competent manner and shall conform to applicable building codes, rules, and regulations. All work shall be done in conformity with City Manager approved plans, valid building and other necessary p ermits and sha ll be acceptable to City and the appropriate governmental entity inspecting such work.
13. LESSEE’S ASSURANCE OF CONSTRUCTION COMPLETION
Prior to commencement of construction of approved facilities, or any phase thereof, within the Premises by Lessee, Lessee shall furnish to City evidence that assures City that sufficient monies will be available to complete the proposed construction. The a mount of money available shall be Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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17 at least One Hundred Twenty Percent (120%) of the total estimated construction cost. Such evidence may take one of the following forms:
A. Performance and labor and material bonds issued to City as obligee.
B. Irrevocable letter of credit issued to City from a financial institution to be in effect until City acknowledges satisfactory completion of construction.
C. Cash.
D. Certificate of Deposit held by the City in a form and amount acceptable to the City.
E. Any combination of the above.
All bonds must be issued by a company qualified to do business in the State of California and acceptable to the City Manager. All bonds shall be in a form acceptable to the City Manager and shall insure faithful and full observance and performance by Lessee of all terms, conditions, covenants, and agreements relating to the construction of improvements within the Premises.
14. MECHANICS LIENS OR STOP-NOTICES
Lessee shall at all times indemnify and save the City harmless from all claims, losses, demands, damages, cost, expenses, or liability, costs for labor or materials in connection with construction, repair, alteration, or installation of structures, improve ments, equipment, or facilities within the Premises, and from the cost of defending against such claims, including attorney fees and costs.
In the event a lien or stop -notice is imposed upon the Premises as a result of such construction, repair, alteration, or installation, Lessee shall either:
A. Record a valid Release of Lien, or
B. Procure and record a bond in accordance with Section 8424 of the Civil Code , which frees the Premises from the claim of the lien or stop -notice and from any action brought to foreclose the lien.
Should Lessee fail to accomplish either of the two optional actions above within fifteen (15) days after the filing of such a lien or stop -notice, the Lease shall be in default and shall be subject to immediate termination.
15. “AS-BUILT” PLANS AND CONSTRUCTION COSTS
Within sixty (60) days following completion of any permanent improvement within the Premises, Lessee shall furnish the City Manager a complete set of ”as-built” plans and specifications reflecting all such work as actually completed. Such “as -built” plans shall be provided both in full-size reproducible prints and an electronic copy in PDF and CAD (or such other electronic format reasonably requested by City). In addition, Lessee shall furnish the City Manager an itemized statement of the actual construction cost of such improvement. The statement of cost shall Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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18 be sworn to and signed by Lessee or its responsible agent under penalty of perjury. Lessee must obtain the City Manager approval of “As -Built” plans, and the form and content of the itemized statement.
16. OWNERSHIP OF IMPROVEMENTS
All buildings, improvements, and facilities, exclusive of trade fixtures, constructed or placed within the Premises by Lessee must, upon completion, be free and clear of all liens, claims, or liability for labor or material and at City’s option shall be the property of City at the expiration of this Lease or upon earlier termination hereof , except in the event of City’s early termination pursuant to Section 4.
Notwithstanding the above, for purposes of this Lease, any pipe stalls, tack sheds, or temporary structures, regardless of installation date, shall remain the property of Lessee at the expiration of the Lease or upon earlier termination.
17. UTILITIES
Lessee shall cause to be constructed, installed or relocated, at Lessee’s own cost, any utility lines and meters for needed water, sewer, telephone, electricity, or other utility service to the Premises.
Lessee shall be responsible for and pay, prior to delinquency date, all charges for utilities supplied to the Premises.
18. MAINTENANCE OBLIGATIONS OF LESSEE
Lessee shall, to the satisfaction of the City Manager, keep and maintain the Premises and all improvements of any kind or improvements that may be erected, installed, or made thereon in good condition and in repair, making such replacements as appropriate or necessary. It shall be Lessee’s responsibility to take all steps necessary or appropriate to maintain such a standard of condition and repair. For existing improvements, the standard of condition and repair shall be as exists on the Commencement Date of this Lease.
Lessee shall be responsible to remove horse manure in areas outside the Premises on a daily basis.
These areas are limited to concrete walkways in Serrano Creek Park and all concrete or asphalt public walks and areas along Trabuco Road between Lake Forest Drive and Peachwood, leading to County regional bridal paths.
Lessee expressly agrees, at its own expense, to keep the Premises in a safe, neat, clean, and orderly condition to the complete satisfaction of the City Manager and in compliance with applicable laws.
Lessee shall provide a complete and proper arrangement for the adequate sanitary handling and disposal, acceptable to the City Manager of all trash, garbage, and other refuse caused as a result of Lessee’s operations on the Premises. Lessee shall provide and use suitable, covered receptacles for all garbage, trash, and other refuse on or in connection with the Premises. City shall have the right to enter upon and inspect the Premises at any time for cleanliness and safety.
Lessee shall designate in writing to the City Manager an on -site representative who shall be responsible for the day-to-day operation and level of maintenance, cleanliness, and general order.
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19 If Lessee fails to maintain the Premises as required herein, the City Manager shall notify Lessee in writing of said failure. Should Lessee fail to correct or begin to correct such failure within ten (10) business days after receipt of written notice, the City Manager may make the necessary correction or cause it to be made and the cost thereof, including but not limited to the cost of labor, materials, equipment, and an administrative fee equal to fifteen percent (15%) of the sum of such items, shall be paid by Lessee within ten (10) days of receipt of a statement of said cost from the City Manager. City may, at its option, choose other remedies available herein, or by law, including deducting any sums owed from the security deposit.
19. OPERATIONAL REQUIREMENTS
Lessee agrees to abide by the following operational conditions and requirements:
A. Pest Control. Lessee shall conduct equestrian operations to minimize nuisance and health hazards from mosquitoes, rodents, flies and other insects or pests. In this regard, the following and any additional requirements of the County’s Vector Control office shall be complied with:
(1) Water shall not be allowed to stand.
(2) Manure shall be collected a minimum of once a week during warm weather and once every two weeks at other times. Disposal shall be at a legal dumpsite. Alternatively, Lessee may operate a legal composting facility on- site to process manure into compost for donation or re-sale. (3) Feed (excluding baled hays and alfalfa cubes), grain, and similar type feeds shall be stored in rodent-proof containers. Commercial bagged feed shall be considered as in rodent proof container.
(4) The City Manager, at City Manager’s sole discretion, may require additional action of Lessee to minimize nuisance and health hazards to the extent that such actions bring the equestrian operations consistent with industry standards and in compliance with t he Equine Standards for Commercial Stables as established by the County of Orange Health Care Agency/Animal Care Services. Lessee shall comply with the standards as set forth in Sections 2.00 through 5.00, inclusive of the Equine Standards for Commercial Stables. The Equine Standards for Commercial Stables are attached hereto as Exhibit “B” and incorporated herein by this reference.
Lessee shall take such required additional action upon written notice from City Manager.
(5) Lessee may utilize pest control methods approved by the City Manager or his or her designee. Control for rodents, flies, and mosquitos is performed using pest control industry standards
B. Security of Premises. Lessee shall have one designated representative on the Premises at all times to supervise Lessee’s operation and to provide needed maintenance and security services. The name of the on -site representative(s) and Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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20 current telephone number and email or relevant information for immediate contact shall be provided by Lessee to City Manager.
C. Availability of Boarding Facilities. Lessee shall make horse -boarding facilities available on fair and reasonable terms without discrimination in accordance with the section entitled NONDISCRIMINATION. To assure implementation of this policy, Lessee shall permanently maintain a public regist er of persons seeking to rent horse-boarding space within the Premises.
20. DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS
As a result of use by Lessee and in the event of damage to or destruction of buildings, facilities, or improvements located within the Premises or in the event the same are declared unsafe or unfit for use or occupancy by a public entity with the authority to make and enforce such declaration, Lessee shall, within thirty (30) days, commence and diligently pursue to complete the repair, replacement, or reconstruction of improvements to the same size, condition and floor area as they existed immediately prior to the event causing the damage or destruction, as necessary to permit full use and occupancy of the Premises for the purposes required by the Lease. Repair, replacement, or reconstruction of improvements within the Premises shall be accomplished in a man ner and according to plans approved by the City Manager. Except as otherwise provided herein, termination of this Lease shall not reduce or nullify Lessee’s obligation under this paragraph. With respect to damage or destruction to be repaired by Lessee or which Lessee elects to repair, Lessee waives and releases its rights under California Civil Code Section 1542.
21. INSURANCE
Lessee shall, at its sole cost and expense, procure and maintain all insurance required under this Lease. All deductibles or Self Insurance Retentions (“SIR’s”) over $25,000 ($5,000 for automobile liability) must be approved by the City’s Risk Manager.
City shall retain the right at any time to review the coverage, form and amount of the insurance required herein. If, in the opinion of the City, the insurance provisions in this Lease do not provide adequate protection for the City, City may require Lesse e to obtain insurance sufficient in coverage, form, and amount to provide adequate protection to the City. City’s requirements shall be reasonable and shall be designed to assure protection from and against the kind and extent of risks which exist at the time a change in insurance is required.
Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Best rating of A - or better and a minimum financial size VII. If insurer providing coverage is a non-admitted carrier in the State of California, the City’s Risk Manager retains the right to accept or reject insurer after a review of the insurer’s performance and financial ratings.
A. Coverage Required/Minimum Coverage Limits
Minimum limits of coverage for Lessee under this Lease shall be for the minimum limits of liability specified below, or as required by law, whichever is greater.
Lessee shall also ensure that each subcontractor performing work under this Lease Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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21 shall maintain such insurance as will protect Lessee from the claims set forth below which may arise out of or result from their work performed under this Lease:
(1) General Commercial Liability Insurance . Lessee shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and pr operty damage. The policy must include a per location ((CG) 25 04 05 09) aggregate endorsement. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (2) Commercial Equine General Liability Insurance. Lessee shall maintain commercial equine general liability insurance in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, and provide on - premises coverage for independent trainers or instructors while acting within the scope of thei r duties. The policy must include a per location ((CG) 25 04 05 09) aggregate endorsement. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (3) Care, Custody, and Control Insurance . Lessee shall maintain Care, Custody, and Control insurance covering non -owned horses in its care, custody, or control with maximum limits of at least $10,000 per horse and $100,000 aggregate.
(4) Automobile Liability Insurance . Lessee shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Vendor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned, or rented vehicles, trucks and trailers, to include loading and unloading, in an amount not less than $2,000,000 combined single limit for each accident. (5) Worker’s Compensation Insurance . Lessee shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(6) Special Events Insurance. Prior to each special event, such as horse shows or clinics, Lessee shall procure insurance to provide coverage for the caretaker, show officials, and City , with limits of not less than $ 2,000,000 per occurrence and $4,000,000 aggregate per event. In addition, if liquor is to be served at the event, Lessee shall procure liquor liability coverage in an amount not less than $ 1,000,000 per occurrence and $ 2,000,000 aggregate per event. For special events or activities outside of routine boarding, training, and lessons—including but not limited to horse shows, competitions, carnivals, youth programs, concerts, or events involving Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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22 alcohol service—the City reserves the right to require additional lines of coverage (such as sexual abuse and molestation liability, liquor liability, participant accident insurance, or specialized amusement device coverage) and/or higher limits of insurance as appropriate to the nature and risk profile of the event.
(7) Fire and Extended Coverage . Lessee shall insure all Leased buildings facilities, and improvements to at least 90% of value using a Replacement Cost Special Form insurance policy
All insurance policies required by this Lease shall be primary insurance, and any insurance maintained by the City shall be excess and non -contributing with insurance provided by these policies.
All liability policies (except Workers’ Compensation) shall name the City , its officials, officers, employees, volunteers, agents, and consultants as additional insureds.
All policies shall waive any right of subrogation against the City.
Liability policies shall allow for a Separation of Insureds.
Each property insurance policy shall name the City as a loss payee.
B. Endorsement of City’s Interest
All liability certificates of insurance shall have an original, signed (when it contains a signature line) Endorsement Form which is separate from the Certificate of Insurance. The endorsement must reference the policy number. The endorsement must accompany the Certificate of Insurance. It is not sufficient to just list this information on the Certificate of Insurance. The following are the specific endorsement requirements:
(1) Endorsements for Commercial General Liability, Commercial General Equine Liability, Excess Liability (when applicable), Automobile Liability policies:
“The City is added as additional insured under this policy with respect any matter arising under, growing out of, or in any manner connected with the named insured’s operations at or from the premises leased from City.”
1. Endorsement Costs:
“Vendor shall bear all costs, fees, and premiums associated with adding the City as an Additional Insured.”
2. Primary / Non-Contributory Coverage:
“The insurance afforded to the City as an Additional Insured shall be primary and non-contributory with respect to any other insurance Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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23 maintained by the City, as evidenced by ISO endorsement CG 20 10 (ongoing operations) or CG 20 37 (completed operations).” (2) Endorsement for Commercial General Liability, Exc ess Liability (when applicable):
“The insurance provided by this policy is primary, and it is agreed that any insurance available to the City will apply in excess of, and not contribute with, insurance provided by this policy.”
(3) Endorsement for Workers ’ Compensation: “All rights of subrogation are hereby waived against the City and elective or appointive officials, officers or employees, when acting within the scope of their employment or appointment.”
(4) Endorsement for All Policies : “This insurance shall not be canceled, reduced, or limited in scope of coverage or non-renewed until after 30 days written notice has been given to the City (City Manager, 25550 Commercentre, Ste. 100, Lake Forest, CA 92630).”
When the standard ACORD Corporation certificate forms are used, the cancellation clause must be modified to cross out or remove “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its age nts or representatives” per the following sample:
“Should any of the above described policies be cancelled before the expiration date thereof, the issuing company will endeavor to mail 30 days written notice to the certificate holder named to the left , but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives.”
C. Requirements/Notifications/Process
Lessee agrees to deposit with the City Manager, at or before the Commencement Date of this Lease, written evidence satisfactory to the City that all insurance provisions have been complied with. Such written evidence will consist of certificates of insurance issued by authorized representatives of the insurers which provide complete and sufficient detail to satisfy City’s Risk Manager that all insurance provisions have been complied with.
Lessee agrees to keep such insurance in force and current certificates and endorsements on deposit with City Manager through the completion of this Lease.
Thirty (30) days prior to the expiration date of each policy required under this Lease, Lessee shall provide necessary certificates and endorsements to the City Manager for the upcoming renewal period. Any corrections or modifications required to these certificates and endorsements shall be provided to the City Manager prior to the insurance policy expiration date.
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24 22. ASSIGNING, SUBLETTING, AND ENCUMBERING BY LESSEE PROHIBITED Lessee shall not mortgage, pledge, hypothecation, encumbrance, transfer, Lease, or assign (hereinafter in this clause referred to collectively as “Encumbrance”) Lessee’s interest in the Premises, or any part or portion thereof, without the prior written approval of City, which shall not be unreasonably withheld . Any attempted Encumbrance, without such prior written approval, shall be null and void and shall confer no right, title, or interest in or to this Lease.
23. ASSIGNMENT BY CITY
Lessee acknowledges that nothing in this Lease shall prohibit City from transferring or assigning its interest in this Lease.
24. HAZARDOUS MATERIALS
Definition of Hazardous Materials. At all t imes and in all respects, Lessee shall comply in all respects with all applicable requirements, including, but not limited to, the Federal Water Pollution Control Act (33 U.S.C. Section 1251, et seq.). Resource Conversation & Recovery Act (42 U.S.C.
Section 6901 et seq.), Safe Drinking Water Act (42 U.S.C. Section 300(f) et seq.), Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), the Clean Air Act (42 U.S.C. Section 7401 et seq.), Comprehensive Environ mental Response of Compensation and Liability Act (42 U.S.C. Section 9601 et seq.), California Health & Safety Code (Sections 25100 et seq. and 39000 et seq.), California Water Code (Section 13000 et seq.), and other comparable state laws (“Hazardous Materials Laws”) relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, disposal, or transportation of any oil, flammable explosives, asbestos, urea formaldehyde, radioactive materials or waste, or other hazardous, toxic, contaminated or polluting materials, substances or wastes, including, without limitation, any “hazardous substances”, “hazardous wastes”, “hazardous materials” or “toxic substances” under any such Hazardous Materials Laws (collectively “Hazardous Materials”).
A. For the purposes of this Lease, t he following are exempt from the definition of “Hazardous Materials:”
(1) Diesel, if stored in an approved tank.
(2) Gasoline, if stored in an approved container.
(3) Approved California rodenticide if stored in an approved, locked, fireproof cabinet.
(4) Paint, if stored in a weatherproof structure.
B. Use of Hazardous Materials. Lessee or Lessee’s employees, agents, independent contractors or invitees (collectively “Lessee Parties”) shall not cause or permit any Hazardous Materials to be brought upon, stored, kept, used, generated, released into the environment or disposed of on, under, from or about the Premises (which for purposes of this clause shall include the subsurface soil and ground water).
Notwithstanding the foregoing, Lessee may keep on or about the Premises small Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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25 quantities of Hazardous Materials that are used in the ordinary, customary, and lawful cleaning of and business operations on the Premises. Said permitted Hazardous Materials shall be stored in a suitable, safe location and shall be disposed of in a manner provided by law. Lessee shall in all respects store, handle, treat, deal with, and manage any and all Hazardous Materials in, on, under, or about the Premises in total conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials.
C. Government Authorization Required. Lessee acknowledges that the storage and/or use of ANY toxic, hazardous or flammable materials shall require the prior approval of the Government in accordance with 10 United States Code (USC) Sec. 2692. This requirement also applies to small quantities of Hazardous Materials that are used in the ordinary, customary, and lawful cleaning of and business operations on the Premises.
Lessee shall submit for the City Manager’s approval a detailed inventory of all toxic, hazardous and flammable substances which are proposed to be used and stored on the Premises, including the quantities thereof, in accordance with 10 USC Sec. 2692.
D. Lessee Obligations. If the presence of any Hazardous Materials on, under or about the Premises caused or permitted by Lessee or Lessee Parties results in (i) injury to any person, (ii) damage to or contamination of the Premises (or a portion thereof), or (iii) to or contamin ation of any real or personal property wherever situated, Lessee shall immediately notify the City Manager of said damages, and/or contamination and/or injuries, and Lessee, at its sole cost and expense, shall promptly take all actions n ecessary or appropriate to return the Premises to the condition existing prior to the introduction of such Hazardous Materials to the Premises and to remedy or repair any such injury, damage, or contamination.
Without limiting any other rights or remedies of City under this Lease, Lessee shall pay the cost of any cleanup, repair, or remedial work performed on, under or about the Premises as required by this Lease or by applicable laws in connection with the removal, disposal, neutralization or other treatme nt of such Hazardous Materials caused or permitted by Lessee or Lessee Parties. Notwithstanding the foregoing, Lessee shall not take any remedial action in response to the presence, discharge or release, of any Hazardous Materials on, under or about the Premises caus ed or permitted by Lessee or Lessee Parties, or enter into any settlement agreement, consent decree or other compromise with any governmental or quasi-governmental entity without first obtaining the prior written consent of the City. All work performed or caused to be performed by Lessee as provided for above shall be done in professional and workmanlike manner and in compliance with plans, specifications, permits and other requirements for such work approved by City.
E. Indemnification for Hazardous Materials. To the fullest extent permitted by law, Lessee hereby agrees to indemnify, hold harmless, protect and defend (with attorneys acceptable to City) City, its elected officials, officers, employees, agents and independent contractors from and against any and all liabilities, losses, Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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26 damages (including, but not limited to, damages for the loss or restriction on use of rentable or usable space or any amenity of the Premises or damages arising from any adverse impact on marketing of the Premises), diminution in the value of the Premises, judgments, fines, demands, claims, recoveries, deficiencies, costs and expenses (including, but not limited to, reasonable attorneys’ fees, disbursements and court costs and all other professional or consultant’s expenses), whether foreseeable or unforeseeable, arising directly or indirectly out of the presence, use, generation, storage, treatment, on or off -site disposal or transportation of Hazardous Materials on, into, from, under or about the Premises arising out of Lessee’s use or possession of the Premises . The foregoing indemnity shall also specifically include the cost of any required or necessary repair, restoration, clean- up or detoxification of the Premises and the preparation of any closure or other required plans. This indemnity shall survive the termination of the Lease.
25. NOTICES
All notices pursuant to this Lease shall be addressed as set forth below or as either Party may hereafter designate by written notice and shall be sent through the United States mail in the State of California, duly registered or certified, return receipt requested, with postage prepaid. If any notice is sent by registered or certified mail, as aforesaid, the same shall be deemed to have been served or delivered twenty -four (24) hours after mai ling thereof as above provided.
Notwithstanding the above, City may also provide notices to Lessee by personal delivery or by regular mail and any such notice so given shall be deemed to have been given upon receipt.
TO: City TO: Lessee
City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630
Attn: City Manager
Lake Forest Equestrian Center, Inc.
25200 Trabuco Road
Lake Forest, CA 92630
Attn: Matt Rayl
26. TIME
Time is of the essence of this Lease. Failure to comply with any time requirement of this Lease shall constitute a material breach of this Lease.
27. SIGNS
Lessee agrees not to construct, maintain, or allow any signs, banners, flags, etc., upon the Premises except as approved by the City Manager. Unapproved signs, banners, flags, etc., may be removed by City Manager without prior notice to Lessee.
28. PERMITS AND LICENSES
Lessee shall be required to obtain and maintain any and all approvals, permits and/or licenses which may be required in connection with the operation of the Premises as set out herein, including, but not limited to, for purposes of the boarding of horses a s animal feeding operation/concentrated animal feeding operations (“AFO/CAFO”, as defined by federal and state Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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27 law), enrollment in the California State Water Resources Control Board’s General Permit for Storm Water Discharges Associated with Industrial Activities, as that permit may be amended, or as the permit may be superseded by a specific order or permit for AFO/CAFOs. No permit, approval, or consent given hereunder by City, in its governmental capacity, shall affect or limit Lessee’s obligations hereunder, nor shall any approvals or consents given by City, in its proprietary capacity under this Lease, be deemed approval as to compliance or conformance with applicable governmental codes, laws, rules, or regulations.
29. CONTROL OF HOURS AND PROCEDURES
Lessee shall at all times maintain a written schedule delineating the operating hours and operating procedures for each business operation on or from the Premises. A schedule of prices charged for all goods and/or services supplied to the public on or from the Premises shall also be maintained.
Lessee shall furnish City Manager a copy of said schedules and procedures upon written request.
Should City Manager, upon review and conference with Lessee, decide any part of said schedules or procedures is not justified with regard to fairly satisfying the needs of the public, Lessee, upon written notice from City Manager, shall modify said schedules or procedures to the satisfaction of the City Manager.
Primary consideration shall be given to the public’s benefit in implementing this clause. All prices charged for goods and/or services supplied to the public on or from the Premises shall be fair and reasonable, based upon the market prices charged by othe r competing and/or comparable businesses.
Lessee agrees that it will operate and manage the services and facilities offered in a competent and efficient manner at least comparable to other well-managed operations of a similar type.
Lessee shall retain at all times active, qualified, competent, and experienced personnel to supervise Lessee’s operation and to represent and act for Lessee.
Lessee shall maintain a close check over attendants and employees to ensure the maintenance of a high standard of service to the public. Lessee shall replace any employee whose conduct is detrimental to the best interests of the public.
30. LEASE ORGANIZATION
The various headings and numbers herein, the grouping of provisions of this Lease into separate clauses and paragraphs, and the organization hereof, are for the purpose of convenience only and shall not be considered otherwise.
31. AMENDMENTS
This Lease is the sole and only agreement between the Parties regarding the subject matter hereof; other agreements, either oral or written, are void. The City and Lessee may amend this Lease at any time provided that such amendments make specific reference to this Lease, are executed in writing, approved by the City Council following any required public hearing or noticing, and are signed by a duly authorized representative of each Party..
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28 32. UNLAWFUL USE
Lessee agrees no improvements shall be erected, placed upon, operated, nor maintained within the Premises, nor any business conducted or carried on therein or there from, in violation of the terms of this Lease, or of any regulation, order of law, statute, bylaw, or ordinance of a governmental agency having jurisdiction.
33. NONDISCRIMINATION
Lessee agrees not to discriminate against any person or class of persons by reason of sex, age, race, color, creed, disability, or national origin in employment practices and in the activities conducted pursuant to this Lease. Lessee shall make its accommodations and services available to the public on fair and reasonable terms.
34. INSPECTION
City or its authorized representative shall have the right at all reasonable times to inspect the Premises to determine compliance with this Lease.
35. HOLD HARMLESS
Lessee hereby waives all claims and recourse against City including the right of contribution for loss or damage of persons or property arising from, growing out of or in any way connected with or related to this agreement except claims arising from the concurrent active or sole negligence of City, its officers, agents, and employees. Lessee hereby agrees to indemnify, hold harmless, and defend City, its officers, agents, and employees against any and all claims, loss, demands, damages, cost, expenses or li ability arising out of the operation or maintenance of the property described herein, and/or Lessee’s exercise of the rights under this Lease, except for liability arising out of the concurrent active or sole negligence of City, its officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom. In the event City is named as co -defendant, Lessee shall notify City of such fact and shall represent City in such legal action unless City undertakes to represent itself as co-defendant in such legal action, in which event Lessee shall pay to City its litigation costs, expenses and attorney’s fees. In the event judgment is entered against City and Lessee because of the concurrent active negligence of City and Lessee, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither Party shall request a jury apportionment.
Lessee understands that portions of the Premises are within or adjacent to designated flood plain zones. Lessee shall indemnify and hold harmless and defend the City, its officers, agents, and employees, from and against any claim, demand, expense, loss, d amage, cost or liability of any kind or nature which may arise from flows of water upon and across Premises whether said flows of water are:
(a) flood flows naturally generated;
(b) surge flows arising from upstream water spreading, construction, or maintenance operations; or
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29 (c) other flows resulting from intentional releases of water for any purpose from upstream storage.
The obligations in this Section 35 shall survive the termination of the Lease.
36. TAXES AND ASSESSMENTS
This Lease may create a possessory interest that is subject to the payment of taxes levied on such interest under Revenue and Tax Code section 107.6. It is understood and agreed that all taxes and assessments (including but not limited to said possessory interest tax) which become due and payable upon the Premises or upon fixtures, equipment, or other property installed or constructed thereon, shall be the full responsibility of Lessee, and Lessee shall cause said taxes and assessments to be paid promptly.
37. SUCCESSORS IN INTEREST
Unless otherwise provided in this Lease, the terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators, and assigns of all the Parties hereto, all of whom shall be jointly and severally liable hereunder.
38. CIRCUMSTANCES WHICH EXCUSE PERFORMANCE
If either Party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of Acts of God, restrictive governmental laws or regulations, strikes, lockouts, labor disputes, civil commotion, war, t errorism, pandemics, epidemics , floods, fire, unusual weather events, inability to obtain materials or labor or other cause without fault and beyond the control of the Party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. However, nothing in this Clause shall excuse Lessee from the prompt payment of any rental or other charge required of Lessee except as may be expressly provided elsewhere in this Lease.
39. PARTIAL INVALIDITY
If any term, covenant, condition, or provision of this Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.
40. WAIVER OF RIGHTS
The failure of City or Lessee to insist upon strict performance of any of the terms, covenants, or conditions of this Lease shall not be deemed a waiver of any right or remedy that City or Lessee may have, and shall not be deemed a waiver of the right to require strict performance of all the terms, covenants, and conditions of the Lease thereafter, nor a waiver of any remedy for the subsequent breach or default of any term, covenant, or condition of the Lease. Any waiver, in order to be effective, must be signed by the Party whose right or remedy is being waived.
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30 41. DEFAULT IN TERMS OF THE LEASE BY LESSEE
The occurrence of any one or more of the following events shall constitute a default hereunder by Lessee:
(a) The abandonment or vacation of the Premises by Lessee. (b) The failure by Lessee to make any payment of Fixed R ent, additional rent, or any other sum payable hereunder by Lessee, as and when due, where such failure shall continue for a period of five) 5) days after written notice thereof from City to Lessee; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 et seq.
(c) The failure or inability by Lessee to observe or perform any of the provisions of this Lease to be observed or performed by Lessee, other than specified in (a) or (b) above, where such failure shall continue for a period of ten (10) days after written noti ce thereof from City to Lessee; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 et seq.; provided, further, that if the nature of such failure is such that it can be cured by Lessee but that more than ten (10) days are reasonably required for its cure (for any reason other than financial inability), then Lessee shall not be deemed to be in default if Lessee shall commence such cure within said ten (10) days, and thereafter diligently prosecutes such cure to completion.
(d) (i) The making by Lessee of any general assignment for the benefit of creditors; (ii) a case is commenced by or against Lessee under Chapters 7, 11 or 13 of the Bankruptcy Code, Title 11 of the United States Code as now in force or hereafter amended and if so commenced against Lessee, the same is not dismissed within sixty (60) days; (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within thirty. (30) days; or (iv) Lessee’s convening of a meeting of its creditors or any class thereof for the purpose of affecting a moratorium upon or composition of its debts. In the event of any such default, neither this Lease nor any interests of Lessee in and to the Premises shall become an asset in any of such proceedings and, in any such event and in addition to any and all rights or remedies of the City hereunder or by law; provided, it shall be lawful for the City t o declare the term hereof ended and to re -enter the Premises and take possession thereof and remove all persons there Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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31 from, and Lessee and its creditors (other than City) shall have no further claim thereon or hereunder.
In the event of any default by Lessee, then, in addition to any other remedies available to City at law or in equity, City may exercise the following remedies:
A. City may terminate this Lease and all rights of Lessee hereunder by giving written notice of such termination to Lessee. In the event that City shall so elect to terminate this Lease, then City may recover from Lessee:
i. The worth at the time of termination of the unpaid rent and other charges, which had been earned as of the date of the termination hereof;
ii. The worth at the time of termination of the amount by which the unpaid rent and other charges which would have been earned after the date of the termination hereof until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided;
iii. The worth at the time of termination of the amount by which the unpaid rent and other charges for the balance of the term hereof after the time of award exceeds the amount of such rental loss that Lessee proves could be reasonably avoided;
iv. Any other amount necessary to compensate City for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, the cost of recovering possession of the Premises, expenses of re -letting, including necessary repair, renovation and alteration of the Premises, reasonable attorneys’ fees, expert witness costs, and any other reasonable costs; and
v. Any other amount that City may by law hereafter be permitted to recover from Lessee to compensate City for the detriment caused by Lessee’s default.
The term “rent” as used herein shall be deemed to be and to mean the Fixed Rent and all other sums required to be paid by Lessee pursuant to the terms of this Lease. All such sums, other than the Fixed Rent, shall be computed on the basis of the average monthly amount thereof accruing during the 24 -month period immediately prior to default, except that if it becomes necessary to compute such rental before such 24 -month period has occurred, then such sums shall be computed on the basis of the average monthly amount during such shorter period. As used in subparagraphs (i) and (ii) Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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32 above, the “worth at the time of termination” shall be computed by allowing interest at the maximum rate permitted by law. As used in subparagraph (iii) above, the “worth at the time of award” shall be computed by discounting such amount at the discount ra te of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%), but not in excess of ten percent (10%) per annum.
B. City has the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations). Notwithstanding the foregoing, City may at any time thereafter elect to terminate this Lease for such previous breach by notifying Lessee in writing that Lessee’s right to possession of the Premises has been terminated.
C. Nothing in this Section shall be deemed to affect Lessee’s indemnity of City liability or liabilities based upon occurrences prior to the termination of this Lease for personal injuries or property damage under the indemnification clause or clauses contained in this Lease.
No delay or omission of City to exercise any right or remedy shall be construed as a waiver of such right or remedy or any default by Lessee hereunder. The acceptance of City of rent or any other sums hereunder shall not be (i) a waiver of any preceding breach or default by Lessee of any provision thereof, other than the failure of Lessee to pay the particular rent or sum accepted, regardless of City’s knowledge of such preceding breach or default at the time of acceptance of such rent or sum, or (ii) Waiver of City’s right to exercise any remedy available to City by virtue of such breach or default. No act or thing done by City or City’s agents during the term of this Lease shall be deemed an acceptance of a surrender of the Premises, and no agreement to ac cept a surrender shall be valid unless in writing and signed by City.
Any installment or Fixed Rent due under this Lease or any other sums not paid to City when due (other than interest) shall bear interest at the maximum rate allowed by law from the date such payment is due until paid, provided, however, that the payment of such interest shall not excuse or cure the default.
All covenants and agreements to be performed by Lessee under any of the terms of this Lease shall be performed by Lessee at Lessee’s sole cost and expenses and without any abatement of rent. If Lessee shall fail to pay any sum of money, other than rent required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder, or to provide any insurance or evidence of insurance to be provided by Lessee, then in addition to any other remedies provided herein, City may, but shall not be obligated to do so, and without waiving or releasing Lessee from any obligations of Lessee, make any such payment or perform any such act on Lessee’s part to be made or performed as provided in this Lease or to provide such insurance. Any payment or performance of any act or the provision of any such insurance by City on Lessee’s behalf shall not give rise to Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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33 any responsibility of City to continue making the same or similar payments or performing the same or similar acts. All costs, expenses, and other sums incurred or paid by City in connection therewith, together with interest at the maximum rate permitted by law from the date incurred or paid by City shall be deemed to be additional rent hereunder and shall be paid by Lessee with and at the same time as the next monthly installment of Fixed Rent hereunder, and any default therein shall constitute a breach of the covenants and conditions of this Lease.
42. RESERVATIONS TO CITY
The Premises are accepted as is and where is by Lessee subject to any and all existing easements and encumbrances. City reserves the right to install, lay, construct, maintain, repair, and operate such sanitary sewers, drains, storm water sewers, pipelines, manholes, and connections; water, oil, and gas pipelines; telephone and telegraph power lines; and the appliances and appurtenances necessary or convenient in connection therewith, in, over, upon, through, across, and along the Premises or any part there of, and to enter the Premises for any and all such purposes. City also reserves the right to grant franchises, easements, rights of way, and permits in, over, upon, through, across, and along any and all portions of the Premises. No right reserved by City in this clause shall be so exercised as to interfere unreasonably with Lessee’s operations hereunder or to impair the security of any secured creditor of Lessee.
City agrees that rights granted to third parties by reason of this clause shall contain provisions that the surface of the land shall be restored as nearly as practicable to its original condition upon the completion of any construction. City further agree s that should the exercise of these rights temporarily interfere with the use of any or all of the Premises by Lessee, the rental shall be reduced in proportion to the interference with Lessee’s use of the Premises.
43. HOLDING OVER
Lessee has no right under the Lease to retain possession of the Premises or any part thereof beyond the Term. In the event the City chooses to accept any holdover possession of the Premises beyond the Term, such holdover tenancy shall be on a month-to-month tenancy basis, subject to all of the provisions of this Lease, except for the provisions addressing rent, term and renewal. If a month- to-month tenancy results from a holdover by Lessee, the monthly rental rate shall equal 150% of the last rent paid by Lessee during the Lease Term.
44. CONDITION OF PREMISES UPON TERMINATION
Except as otherwise agreed to herein, upon termination of this Lease, Lessee shall re -deliver possession of said Premises to City in substantially the same condition that existed immediately prior to the date this Lease was executed, reasonable wear and te ar, flood, earthquakes, war, and any act of war, excepted. References to the “Termination of the Lease” in this Lease shall include termination by reason of the expiration of the Lease term.
45. DISPOSITION OF PERSONAL PROPERTY
If Lessee abandons or quits the Premises or is dispossessed thereof by process of law or otherwise, title to any personal property belonging to and left on the Premises fifteen (15) days after such Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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34 event shall, at City’s option, be deemed to have been transferred to City. City shall have the right to remove and to dispose of such property without liability therefore to Lessee or to any person claiming under Lessee, and shall have no need to account therefor.
46. QUITCLAIM OF LESSEE’S INTEREST UPON TERMINATION
Upon termination of this Lease for any reason, including but not limited to termination because of default by Lessee, Lessee shall execute, acknowledge, and deliver to City, within thirty (30) days after receipt of written demand therefore, a good and suff icient deed whereby all right, title, and interest of Lessee in the Premises, including the City’s personal property, is quitclaimed to City.
Should Lessee fail or refuse to deliver the required deed to City, City may prepare and record a notice reciting the failure of Lessee to execute, acknowledge, and deliver such deed and said notice shall be conclusive evidence of the termination of this Lease and of all rights of Lessee or those claiming under Lessee in and to the Premises.
47. CITY’S RIGHT TO RE-ENTER
Lessee agrees to yield and peaceably deliver possession of the Premises to City on the date of termination of this Lease, whatsoever the reason for such termination.
Upon giving written notice of termination to Lessee, City shall have the right to re -enter and take possession of the Premises on the date such termination becomes effective without further notice of any kind and without institution of summary or regular l egal proceedings. Termination of the Lease and re -entry of the Premises by City shall in no way alter or diminish any obligation of Lessee under the Lease terms and shall not constitute an acceptance or surrender.
Lessee waives any and all right of redemption under any existing or future law or statute in the event of eviction from or dispossession of the Premises for any lawful reason or in the event City re-enters and takes possession of the Premises in a lawful manner.
48. AUTHORITY OF LESSEE
If Lessee is a corporation, each individual executing this Lease on behalf of said corporation represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation, in accordance with the bylaws of said corporation, and that this Lease is binding upon said corporation.
49. PUBLIC RECORDS
Any and all written information submitted to and/or obtained by City from Lessee or any other person or entity having to do with or related to this Lease and/or the Premises, either pursuant to this Lease or otherwise, at the option of City, may be treated as a public record open to inspection by the public pursuant to the California Public Records Act as now in force or hereafter amended, or any Act in substitution thereof, or otherwise made available to the public and Lessee hereby waives, for itself, its agents, employees, Lessees, and any person claiming by, through or under Lessee, any right or claim that any such information is not a public record or that the same is a trade secret or confidential information and hereby agrees to indemnify and hold Cit y harmless from any and all claims, demands, liabilities, and/or obligations arising out of or resulting from a Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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35 claim by Lessee or any third party that such information is a trade secret, or confidential, or not subject to inspection by the public, including without limitation reasonable attorneys’ fees and costs.
50. WAIVER OF JURY TRIAL
Each Party acknowledges that it is aware of and has had the advice of Counsel of its choice with respect to its rights to trial by jury, and each Party, for itself and its successors and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any Party hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this agreement and/or any claim of injury or damage.
51. GOVERNING LAW AND VENUE
This agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this agreement, the sole and exclusive ven ue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure section 394.
52. ATTORNEY’S FEES
If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorney’s fees and all other costs of such action.
53. LAWS, REGULATIONS AND SETTLEMENT AGREEMENTS
Lessee shall keep itself fully informed of and in compliance with all local, state and federal laws and regulations in any manner affecting the use of the Premises, including all federal and state Cal/OSHA requirements , CAFO requirements, and all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq. ); and any and all regul ations, policies, or permits issued pursuant to any such authority. Lessee must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water di scharges, and shall give all notices required by law. In addition, Lessee shall keep itself fully informed and in compliance with all applicable settlement agreements, present or fu ture, and any settlement agreement obligations currently in effect during the term of this Lease are hereby incorporated by reference herein. Lessee shall be liable for all violations of such laws, regulations, and settlement agreements in connection with the use of the Premises. If the Lessee performs any work knowing it to be contrary to such laws, regulations, or settlement agreements, and without giving written notice to the City, Lessee shall be solely responsible for all costs arising therefrom. Less ee shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless, Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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36 pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, regulations, or settlement agreements.
54. PREVAILING WAGE
A. Lessee has been alerted to the requirements of Labor Code Sections 1720 et seq. and 1770 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. To the extent that any of the work to be performed under this Lease by Lessee is being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Lessee agrees to fully comply with such Prevailing Wage Laws. Lessee shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. If any of the work to be performed under this Lease by Lessee is being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, it shall be mandatory upon the Lessee and its contractors to comply with all applicable California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815), public works contractor registration (Labor Code Sections 1725.5 and 1771.1) and debarment of contractors and subcontractors (Labor Code Sections 1777.1). It shall be the sole responsibility of Lessee to determine whether to comply with Prevailing Wage Laws for any or all work required by this Lease. As a material part of this Lease, Lessee agrees to assume all risk of liability arising from any decision not to comply with Prevailing Wage Laws.
B. Notwithstanding the foregoing, Lessee represents and warrants that any improvements or other work it allows to be performed on the Premises will not be a “public works” under Chapter 1 of Division 7 of Part 2 of the Labor Code (commencing at section 1720) (collectively, the “Warranty”). To the fullest extent permitted by law, Lessee shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Lessee and its officials, officers, employees, contractors, subcontractors, consultants, subconsultants, or agents that in whole or in part arise out of, relate to, or are incident to the Warranty or any portion thereof, or any breach thereof, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Lessee’s obligation to Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Item: 6
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37 indemnify shall not be restricted to insurance proceeds, if any, received by Lessee and its officials, officers, employees, agents, or volunteers.
55. LESSEE ESTOPPEL CERTIFICATE
Within ten (10) business days after written request by City, Lessee shall execute and deliver to City an estoppel statement in such form as City may reasonably request, or as a Lender, assignee of Lender, prospective Lender, or purchaser of City’s interest under this Lease may reasonably request. Any such statement may be conclusively relied upon by any such party. Lessee’s failure to deliver such statement within twenty (20) business days of City’s written request therefore shall constitute, without limitation of any of City’s other rights or remedies with respect to such default, an irrevocable, binding agreement of Lessee (i) that this Lease is in full force and effect, without modification except as may be represented by City, and (ii) that there are no uncured defaults in City’s performance hereunder.
56. WAIVER OF CALIFORNIA CODE SECTIONS
Lessee and City waive (for themselves and all persons claiming under them) the provisions of Civil Code Sections 1932(2) and 1933(4) with respect to the destruction of the Property. Lessee waives (for itself and all persons claiming under Lessee) the provisions of Civil Code Sections 1941 and 1942 with respect to City’s repair duties and Lessee’s right to repair. City and Lessee waive (for themselves and all persons claiming under them) the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial taking of the Property by condemnation as herein defined. This waiver applies to future statutes enacted in addition or in substitution to the statutes specified herein.
57. NO RELOCATION ASSISTANCE
Lessee acknowledges that it is not entitled to relocation assistance or any other benefits under the California Relocation Assistance Act (Government Code Section 7260, et seq.), the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (42 U.S.C.A. §4601, et seq.), or any other provisions of law upon cancellation or termination of this Lease.
58. QUALIFIED COMMERCIAL TENANT STATUS/SB 1103 COMPLIANCE Lessee hereby represents and warrants that, as of the date of Lease execution, it is not deemed a “qualified commercial tenant” defined in California Civil Code section 827(b)(7)(D)(as amended from time to time) as follows:
(a) A sole proprietorship, partnership, limited liability company, or corporation that (i) has 5 or fewer employees, including the owner, and (ii) generally lacks sufficient access to loans, equity, or other financial capital (a “microenterprise,” as defined in California Business and Professions Code section 18000), (b) A restaurant with fewer than 10 employees, or
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38 (c) A nonprofit organization with fewer than 20 employees.
If Lessee’s status changes to a “qualified commercial tenant” at any time during the Lease Term, Lessee shall provide notice to City within 10 business days of such change in status.
59. LEASE NEGOTIATED IN ENGLISH
The parties acknowledge and agree that this Lease was negotiated and executed in the English language. If a translation of this Lease is provided to any party, it is for convenience only, and the English version shall control in the event of any conflict or discrepancy between the English version and the translated version.
60. CASP
Pursuant to California Civil Code § 1938, City hereby states that the Premises have not undergone inspection by a Certified Access Specialist (CASp) (defined in California Civil Code §
55.52(a)(3)). Pursuant to Section 1938 of the California Civil Code, City hereby provides the following notification to Lessee: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or landlord may not prohibit the tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the tenant, if requested by the tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction related accessibility standards within the premises.” If Lessee requests to perform a CASp inspection of the Premises, Lessee shall, at its cost, retain a CASp approved by City (provided that City may designate the CASp, at City’s option) to perform the inspection of the Premises at a time agreed upon by the Parties. Lessee shall provide City with a copy of any report or certificate issued by the CASp (the “CASp Report“) and Lessee shall, at its cost, promptly complete any modifications necessary to correct violations of construction related accessibility standards identified in the CASp Report. Lessee agrees to keep the information in the CASp Report confidential except as necessary for the Lessee to complete such modifications.
[SIGNATURES ON FOLLOWING PAGE]
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39 IN WITNESS WHEREOF, the Parties have executed this Lease as of the date last set forth below :
CITY OF LAKE FOREST, a municipal
corporation
By:
Name:
Title:
Date: _______________________________
ATTEST
By:
Name:
Title:
APPROVED AS TO FORM
By:
Name:
Title:
LAKE FOREST EQUESTRIAN CENTER,
INC. d/b/a Serrano Creek Ranch
By:
Name:
Title:
Date: _______________________________
By:
Name:
Title:
Docusign Envelope ID: 2065E008-942F-47DD-9833-6886DE91ECD9 Matthew Richardson
City Attorney
President
Matt Rayl
2/25/2026
Board Member and Managing Director
Tejinder K. Singh
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CITY COUNCIL AGENDA REPORT
MEETING DATE: 3/3/2026
DEPARTMENT: City Manager
SUBJECT:
FIRST AMENDMENT TO THE AMENDED AND RESTATED AFFORDABLE
HOUSING LOAN AGREEMENT WITH NATIONAL COMMUNITY
RENAISSANCE OF CALIFORNIA FOR THE ASPAN COURT AFFORDABLE
HOUSING PROJECT
RECOMMENDED ACTION(S):
Approve a Resolution entitled: “A JOINT RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF LAKE FOREST, CALIFORNIA, AND THE HOUSING
AUTHORITY OF THE CITY OF LAKE FOREST, CALIFORNIA, APPROVING AN
AMENDMENT TO THE AMENDED AND RESTATED AFFORDABLE HOUSING
LOAN AGREEMENT BETWEEN THE CITY OF LAKE FOREST, LAKE FOREST HOUSING AUTHORITY, AND NATIONAL COMMUNITY RENAISSANCE”
EXECUTIVE SUMMARY:
On March 18, 2025, the City of Lake Forest (“City”) and the Lake Forest Housing Authority (“Authority”) adopted Resolutions No. 2025-05 and HA2025-01 approving an Affordable Housing Loan Agreement (“AHLA”) with National Community Renaissance of California (“National CORE”) for the development of the Aspan Court Project (“Project”) at 22471 Aspan Street, Lake Forest, CA, 92630 (“Property”). The AHLA established the terms and conditions of a $4.35 million construction loan (“City Loan”) commitment for the Project funded through the City’s Affordable Housing In-Lieu Fee Fund and the Authority’s Low and Moderate Income Housing Asset Fund.
On November 4, 2025, the City Council and Authority approved an Amended and Restated Affordable Housing Loan Agreement (“A/R AHLA”) at National CORE’s request. The A/R AHLA modified the City Loan’s structure from a construction loan to an acquisition loan. The City Loan was so modified to facilitate National CORE’s purchase of the Property and close escrow by the end of January 2026.
Due to delays and uncertainties in securing other required Project-related financing, however, National CORE has been unable to complete its acquisition of the Property under the existing structure.
As a result, National CORE has requested an amendment to the A/R AHLA (“First Amendment”) to further adjust the transaction structure so escrow can Item: 7
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close on the Property and the Project can proceed. The requested modifications are intended to position the Project to successfully compete for tax credit financing, enable escrow to close, and facilitate the development of affordable housing at this location.
Under the modified transaction structure, National CORE would assign its interest in the purchase agreement for the Property to NCRC AC Holdings LLC, an affiliated entity, which would take title to the Property and operate the existing office building on an interim basis until permanent Project financing is secured.
Assuming all necessary funding, including tax credit financing, is obtained, NCRC AC Holdings LLC would then transfer the property to NCRC Aspan Court LP, a limited partnership formed for tax credit and development purposes, to construct and operate the affordable housing Project. The City would retain all enforcement rights under the existing A/R AHLA throughout this process.
Consistent with the City’s and the Authority’s approval of the AHLA in March 2025, the First Amendment gives National CORE until March 18, 2028, to obtain all necessary financing and begin Project construction. If National CORE does not begin construction by March 18, 2028, it will be in breach and default and the City Loan will become due and payable.
In coordination with the City Attorney’s Office, National CORE prepared the attached First Amendment to the A/R AHLA (Exhibit A to Attachment 1). Staff is recommending that the City Council adopt the attached Resolution (Attachment 1), which would approve the proposed First Amendment and authorize the execution thereof.
BACKGROUND:
The City and Authority have made the development of affordable housing a top priority to address the community’s housing needs and to comply with State housing mandates. In furtherance of this objective, the City and Authority entered into an agreement with National CORE, a nationally recognized nonprofit affordable housing developer, to facilitate the development of the Project.
On March 18, 2025, the City Council and Authority adopted Resolution No. 2025- 05 and HA2025-01 approving the AHLA and authorizing a commitment of $4.35 million in local housing funds (i.e., the City Loan) to support the Project. The City Loan funding consists of contributions from the City’s Affordable Housing In-Lieu Fee Fund and the Authority’s Low and Moderate Income Housing Asset Fund.
The loan was structured as a construction loan to assist with the development of new affordable housing units within the city.
On June 10, 2025, the City issued ministerial approval of Streamlined Housing Permit No. 01-25-5767 for the Project (pursuant to Government Code section Item: 7
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65650 et seq.). On November 4, 2025, the City Council and Authority approved the A/R AHLA, which modified the City Loan structure from a construction loan to an acquisition loan (for the purpose of assisting the developer with acquiring the Property).
DISCUSSION:
Following the execution of the A/R AHLA, National CORE has identified the need to further modify the terms to facilitate acquisition of the Property, preserve site control, and position the Project to successfully compete for tax credit financing.
The proposed First Amendment reflects these changes and maintains the City’s and Authority’s financial protections and enforcement rights.
The proposed First Amendment is necessary to preserve site control, align with Tax Credit Financing Requirements, and bridge the timing gap between acquisition and construction financing. Affordable housing projects seeking to utilize Low-Income Housing Tax Credit (“LIHTC”) financing must ultimately be owned by a limited partnership that admits a tax credit investor. Because tax credit awards occur on a competitive schedule set by the California Tax Credit Allocation Committee (“TCAC”), the ownership structure must be flexible enough to hold title during the interim period and transfer the property to a tax credit partnership once funding is secured. The assignment structure reflected in the proposed First Amendment is a standard and necessary mechanism in LIHTC- financed developments. Additionally, during the interim period, the existing office building would be operated only to maintain the property and cover carrying costs (taxes, insurance, utilities, maintenance), preventing deterioration while permanent financing for the Project is pursued. Exhibit 1 below depicts the ownership transfer described above and further expanded on below:
Exhibit 1: Ownership Transfers
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To implement the modified terms, the proposed First Amendment and associated assignment documents authorize a phased ownership structure:
National CORE would assign its interest in the purchase agreement for the Property to an affiliated entity, NCRC AC Holdings LLC (“Interim Owner”), which will take title to the Property and operate the existing office building on an interim basis. The City Loan would assist with the acquisition of the Property, and the Interim Owner would execute and comply with all City Loan Documents.
The Interim Owner would temporarily hold and manage the Property until sufficient Project funding is secured.
Once tax credits and other financing sources are awarded, the Interim Owner would transfer and assign its interest in the Property to NCRC Aspan Court LP, a limited partnership formed for tax credit financing and development of the Project (“Tax Credit Partnership”). The Tax Credit Partnership would also assume all obligations under the City Loan documents and construct and operate the Project.
This structure is common in affordable housing transactions utilizing tax credits, as limited partnerships are required to admit tax credit investors and structure equity contributions in accordance with federal and state program requirements.
Importantly, the City retains all enforcement rights under the A/R AHLA throughout these assignments. The assignments do not eliminate or reduce National CORE’s obligation to comply with affordability requirements, performance milestones, or repayment terms.
Protection of the City’s Investment
Under the proposed First Amendment, the City’s protections for extending the City Loan remain intact:
The City’s Deed of Trust and Regulatory Agreement would both be recorded against the Property and secure the City Loan. A recorded Covenant would restrict the Interim Owner’s use of the Property to office/professional uses and prohibit the Interim Owner from selling or transferring the Property except as permitted under the proposed First Amendment.
Construction of the Project must commence no later than March 18, 2028, unless extended by the City.
Failure to meet required milestones constitutes a default, allowing the City to exercise its remedies, including acceleration of the City Loan. If the Interim Owner or the Tax Credit Partnership cease to exist or enter bankruptcy, all City Loan obligations automatically revert to National CORE, Item: 7
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who would be liable for the entirety of all debts and obligations associated with the City Loan.
As noted above, the City retains full enforcement rights under the A/R AHLA while the Interim Owner temporarily owns the Property and after its transfer to the Tax Credit Partnership. Additionally, if Project construction does not begin by March 18, 2028, the City Loan becomes due and payable.
Conclusion
In summary, the proposed First Amendment is necessary to prevent the loss of the Project site, align the ownership structure with standard tax credit financing requirements, and bridge the timing gap between acquisition and permanent financing. Without these changes, the City risks losing both the site and the opportunity to deliver the approved affordable housing project. Approval of the proposed First Amendment preserves the Project while maintaining strong protections for the City’s financial investment.
FISCAL IMPACT:
There is minimal fiscal impact associated with the recommended action.
ATTACHMENTS:
1. Resolution No. 2026-XX
2. Exhibit A – First Amendment to Amended and Restated Affordable Housing Loan Agreement
Initiated By: Adrian Grijalva, Economic Development/Housing Manager Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
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ATTACHMENT
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