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CITY OF RANCHO SANTA MARGARITA REQUEST FOR PROPOSAL NO. AS 031510 Project Management Services

SECTION I

INTRODUCTION AND INSTRUCTIONS TO PROPOSERS

A: Introduction

The City of Rancho Santa Margarita (City) invites qualified firms to submit written proposals for Project Management services. Should an award be made, the selected Proposer will enter into a professional services agreement with the City of Rancho Santa Margarita to provide project management consulting services to complete financial viability analysis, manage and direct and master planning and potentially manage and oversee land development of 55 acres of open space located in Rancho Santa Margarita known as Chiquita Ridge.

B: Proposed Time Schedule

RFP Mailing: MARCH 15, 2010 Submittal Deadline: 5:00pm APRIL 16, 2010 Tentative First Interview: Week of MAY 10, 2010 Tentative Final Selection: MAY 28, 2010 Tentative Contract Effective date: JULY 1, 2010

C: Instructions to Proposers and Procedures for Submittal

One printed original (marked original), six (6) printed copies (marked copy) of the proposal AND one electronic copy in MS Word format (preferred) or PDF on CD or DVD must be submitted in a se aled envelope or box bearing the name of the Proposer, marked RFP # AS 031510 and submitted only to the following address:

City of Rancho Santa Margarita Project Management Services RFP Attn: Mark Taylor Human Resources/Risk Management Administrator 22112 El Paseo Rancho Santa Margarita CA 92688

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Proposers are solely responsible for ensuring their submitted proposal is received by the City in accordance with the solicitation requirements, before the Submittal Deadline, and at the place specified. Postmarks will not be accepted in lieu of actual delivery. No oral, telegraphic, electronic mail, facsimile, or telephonic proposals or modifications will be considered unless specified. The City shall not be responsible for any delays in mail or by common carriers or by transmission errors or delays or mistaken delivery. Delivery of proposals shall be made at the office specified in this Request for Proposal. Deliveries made before the Submittal Deadline, but to the wrong City office, will be considered non-responsive unless re-delivery is made to the office specified before the Submittal Deadline. All proposals shall become the property of the City.

Late proposals will not be accepted and will be returned to the Proposer unopened.

D: General Conditions

ADDITIONAL INFORMATION, RIGHT TO REQUEST. The City reserves the right, where it may serve the City’s best interest, to request additional information or clarifications from proposers.

ADDITIONAL SERVICES. The Scope of Work describes the minimum work to be accomplished. Upon final selection of the firm, the Scope of Work may be modified and refined during negotiations with the City.

AUTHORIZED SIGNATURES. Every proposal must be signed by the person or persons legally authorized to bind the Proposer to a contract for the execution of the work. Upon request of the City, any agent submitting a proposal on behalf of a Proposer shall provide a cu rrent power of attorney certifying the agent’s authority to bind the Proposer. I f an i ndividual makes the proposal, his or her name, signature, and post office address must be shown. If a firm or partnership makes the proposal, the name and post office address of the firm or partnership and the signature of at least one of the general partners must be sh own. I f a co rporation makes the proposal, the proposal shall show the name of the state under the laws of which the corporation is chartered, the name and post office address of the corporation and the title of the person signing on behalf of the corporation. Upon request of the City, the corporation shall provide a certified copy of the bylaws or resolution of the board of directors showing the authority of the officer signing the proposal to execute contracts on behalf of the corporation.

AWARD OF PROPOSAL. City reserves the right to negotiate final terms with the selected Proposer, if any. Award may be made to the Proposer offering the most advantageous proposal after consideration of all Evaluation Criteria set forth in Section III. The criteria are not listed in any order of preference. An Evaluation Committee will be established by the City. The Committee will evaluate all proposals received in accordance with the Evaluation Criteria. The City reserves the right to establish weight factors that will be applied to the criteria depending upon order of importance. Weight factors and evaluation scores will not be released until after award of proposal, if one is Page 16

made. The City shall not be obligated to accept the lowest priced proposal, but if an award is made, the City will make an award in the best interests of the City after all factors are considered, including but not limited to the demonstrated competence, experience and professional qualifications of the Proposer.

Discussions may, at the City's option, be conducted with the most qualified Proposers. Discussions may be for the purpose of clarification to assure full understanding of, and responsiveness to, the solicitation requirements. Proposers shall be accorded fair and equal treatment with respect to any opportunity for discussion and written revision of proposals. In conducting discussions, the City will not disclose information derived from proposals submitted by competing Proposers.

COMPLIANCE WITH LAWS. All proposals shall comply with current federal, state, and other laws relative thereto.

CANCELLATION OF SOLICITATION. The City may cancel this solicitation at any time.

CONFLICT OF INTEREST. By signing the Certification of Proposal (Appendix 2), the proposer declares and warrants that no elected or appointed official, officer or employee of the City has been or shall be compensated, directly or indirectly, in connection with this proposal or any work connected with this proposal. Should any agreement be approved in connection with this Request for Proposals, Proposer declares and warrants that no elected or appointed official, officer or employee of the City, during the term of his/her service with the City shall have any direct interest in that agreement, or obtain any present, anticipated or future material benefit arising therefrom.

COSTS. The City is not liable for any costs incurred by Proposers before entering into a formal contract. C osts of developing the proposals, or any other such expenses incurred by the Proposer in responding to this RFP, are entirely the responsibility of the Proposer, and shall not be reimbursed in any manner by the City. No reimbursable cost may be incurred in anticipation of award.

DISQUALIFICATION OF PROPOSER. If there is reason to believe that collusion exists among the Proposers, the City may refuse to consider proposals from participants in such collusion. No person, firm, or corporation under the same or different name, shall make, file, or be interested in more than one proposal for the same work unless alternate proposals are called for. R easonable grounds for believing that any Proposer is interested in more than one Proposal for the same work will cause the rejection of all Proposals for the work in which a Proposer is interested. If there is reason to believe that collusion exists among the Proposers, the City may refuse to consider Proposals from participants in such collusion. Proposers shall submit as part of their Proposal documents the completed Non-Collusion Affidavit provided herein on page 21.

DOCUMENTS, EXAMINATION OF. It is the responsibility of the Proposer to carefully and thoroughly examine and be familiar with these RFP documents, general conditions, Page 17

all forms, specifications, drawings, plans, and addenda (if any). Proposer shall satisfy himself as to the character, quantity, and quality of work to be performed and materials, labor, supervision, necessary to perform the work as specified by these documents. The failure or neglect of the Proposer to examine documents shall in no way relieve him from any obligations with respect to the solicitation or and subsequent contract that may be awarded. The submission of a proposal shall constitute an acknowledgment upon which the City may rely that the Proposer has thoroughly examined and is familiar with the RFP documents. The failure or neglect of a Proposer to receive or examine any of the documents shall in no w ay relieve him from any obligations with respect to the proposal. No claim will be allowed for additional compensation that is based upon a lack of knowledge of any solicitation document.

INTERPRETATION OF RFP DOCUMENTS. City reserves the right to make corrections or clarifications of the information provided in this RFP. If any person is in doubt as to the true meaning of any part of the specifications or other RFP documents, or finds discrepancies or omissions in the specifications, he may submit to the City a w ritten request for an interpretation or correction.

Oral statement(s), interpretations or clarifications concerning meaning or intent of the contents of this RFP by any person are unauthorized and invalid. Modifications to the RFP, including, but not limited to the scope of work, can be made only by written addendum issued by the City.

Requests for interpretations shall be made in writing and del ivered to Mark Taylor, Human Resources/Risk Management Administrator, City of Rancho Santa Margarita, 22112 El Paseo Rancho Santa Margarita CA 92688, at least ten (10) days before the Submittal Deadline (April 6, 2010).

The requesting party is responsible for prompt delivery of any requests. When the City considers interpretations necessary, interpretations will be in the form of an addendum to the RFP documents, and when issued, will be sent as promptly as is practical to all parties recorded by the City as having received RFP documents. A ll such addenda shall become a part of the RFP document. It is the responsibility of each Proposer to ensure the City has their correct business name and address on file. Any prospective Proposer who obtained a set of RFP documents is responsible for advising the City that they have a set of RFP documents and wish to receive subsequent Addenda.

IRREGULARITIES. City reserves the right to waive non-material irregularities if such would be in the best interest of the City as determined by the City Manager.

NON-DISCRIMINATION. Proposer represents and warrants that it does not and will not discriminate against any employee or applicant for employment because of race, religion, gender, color, national origin, sexual orientation, ancestry, material status, physical condition, pregnancy or pregnancy related conditions, political affiliation or opinion, age or medical condition.

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NON-EXCLUSIVE. Should the City make an award, the successful Proposer will enter into a N ON-EXCLUSIVE professional services agreement and the City reserves the right to enter into agreements with other firms for project management services.

OFFERS OF MORE THAN ONE PRICE. Proposers are NOT allowed to submit more than one proposal.

OWNERSHIP. All data, documents and other products used or developed during the RFP process become the property of the City upon submission.

NO OBLIGATION. The release of this RFP does not obligate or compel the City to enter into a contract or agreement.

PROPOSAL, REJECTION OF. The City reserves the right to reject any or all proposals or any part of a pr oposal. The City reserves the right to reject the proposal of any Proposer who previously failed to perform adequately for the City or any other governmental agency. The City expressly reserves the right to reject the Proposal of any Proposer who is in default on the payment of taxes, licenses or other monies due the City.

PROPRIETARY INFORMATION. Proposals must NOT be marked as confidential or proprietary. C ity may refuse to consider a pr oposal so marked. I nformation in proposals shall become public information and is subject to disclosure laws.

PUBLIC OPENING. There will be no public opening of proposals.

PUBLIC RECORD. All proposals submitted in response to this RFP will become the property of the City upon submittal and a matter of public record pursuant to applicable law.

REPRESENTATIONS. Proposer understands and acknowledges that the representations made in their submitted proposal are material and important, and will be relied on by the City in evaluation of the proposal. Proposer misrepresentation shall be treated as fraudulent concealment from the City of the facts relating to the proposal.

RFP PART OF AGREEMENT. Should an agreement be awarded, this Request for Proposal and Scope of Services and all conditions may become part of the agreement between the City of Rancho Santa Margarita and the successful Proposer.

SEVERABILITY. If any provisions or portion of any provision, of this Request for Proposals are held invalid, illegal or unenforceable, they shall be se vered from the Request for Proposals and the remaining provisions shall be valid and enforceable.

SUBCONTRACTOR INFORMATION. If the proposal includes the use of subcontractors, Proposer must identify specific subcontractors and t he specific Page 19

requirements of this RFP for which each proposed subcontractor would perform services.

SUBCONTRACTOR REFERENCES. For all subcontractors that will be use d for providing services as part of the RFP, Proposers must provide a minimum of two references from similar projects performed for any local government clients within the last three years. Information provided shall include:

a. Client name; b. Project description; c. Dates (starting and ending); d. Technical expertise; e. Staff assigned to reference engagement that will be designated for work per this RFP; f. Client project manager's name and telephone number.

VALIDITY. Proposal must be valid for a period of 180 days from the due date.

WITHDRAWAL OF PROPOSAL. Proposers’ authorized representative may withdraw Proposals only by written request received by the Human Resources/Risk Management Administrator before the Proposal Submittal Deadline. Page 20

CITY OF RANCHO SANTA MARGARITA REQUEST FOR PROPOSAL NO. AS 031510 Project Management Services

SECTION II

PROPOSAL RESPONSE REQUIREMENTS

Proposers shall submit one printed original (marked original), six (6) printed copies (marked copy) of the proposal AND one electronic copy in MS Word format (preferred) or PDF on CD or DVD on or before the Submittal Deadline to:

City of Rancho Santa Margarita Project Management Services RFP Attn: Mark Taylor Human Resources/Risk Management Administrator 22112 El Paseo Rancho Santa Margarita CA 92688

If discrepancies are found between the copies, or between the original and co py or copies, the “ORIGINAL” will provide the basis for resolving such discrepancies. If one document is not clearly marked “ORIGINAL", the City reserves the right to use any of the proposals as the Original. If no document can be identified as an original bearing original signatures, Proposer's proposal may be rejected at the discretion of the City.

It is imperative that all Proposers responding to the RFP comply exactly and completely with the instructions set forth herein. Proposals must be c oncise, but with sufficient detail to allow accurate evaluation and comparative analysis. P roposals should be straightforward and pr ovide "layman" explanations of technical terms that are used. Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements, and on pr oviding a complete and clear description of the offer. Do NOT include marketing brochures or other promotional material not connected with this RFP.

All proposals shall be submitted on standard 8.5” by 11” paper in hard-covered binders. All pages should be numbered and identified sequentially by section. Response items must be indexed in the following order with individual tabs:

A. Cover Letter:

Proposal must be accompanied by a cover letter, signed by an individual authorized to bind the proposing entity. A n unsigned proposal is grounds for rejection. The cover Page 21

letter should include an introduction of the firm and summary statement of professional qualifications.

B. Company Data:

Please submit the following information:

1. Official name and address. 2. Name, address, and telephone number of the Proposer’s primary point of contact. 3. Indicate what type of entity (corporation, company, joint venture etc). Please enclose a copy of the Joint Venture Agreement if entity is a joint venture. 4. Federal Employer I.D. Number. 5. The address, telephone numbers and fax numbers of each of your firm’s locations. 6. A detailed statement indicating whether Proposer is totally or partially owned by another business organization or individual. 7. Number of years Proposer has been in business under the present business name. 8. Number of years of experience the Proposer has had in providing required, equivalent, or related services. 9. All comparable contracts entered into during the last five (5) years, completed or not. Please indicate:

. Year started and completed . Type of Contract . Contracting Agency . Project Description . Project Manager . Developer of project

10. Any failures or refusals to complete a contract and explanation. 11. Individuals/Firms who own an interest of 10% or greater in the proposing firm. 12. Financial interests in other lines of business.

C. Resumes and Qualifications of Personnel:

The Proposer shall furnish a personnel staffing plan with sufficient information for judging the quality and competence of the personnel dedicated to the account. In its assessment of the proposal, City will place considerable emphasis on the commitment by the Proposer to provide qualified personnel for the services being considered. The Proposer shall furnish resumes in outline form for the key personnel committed to this account. Proposer shall also include the number and type of additional support personnel who will be pr oviding services. T he substitution or addition of individuals shall be allowed only with prior written approval of the City. Page 22

Resume Format:

Name

Position

Education

Show degrees earned and ce rtifications, school and year of completion. Exclude company courses or information that is not relevant to the person’s functional job duties.

Summary of Experience

In chronological order, most recent date first, summarize experience as it relates to public/private project management experience that included the preparation of a business plan, preparation of master plans, successful financing strategies, and facilitation on beh alf of a public agency for a public agency owned property.

Professional Memberships/Registrations

If sub-contractors are to be used as part of this proposal, a resume of the sub-contractor and relevant experience is to be included in the same format.

D: Organizational Chart:

Proposer shall include an or ganizational chart that reflects titles of key staff and management contacts of each individual assigned to provide services under this Proposal. Included in the organizational chart, please list all sub-contracted work to individuals/firms.

E: References:

Proposer must provide three (3) references for whom Proposer has provided similar services performed in of the nature and scope as set forth in the RFP within the last five (5) years. Include name of business, name of contact person, telephone number of contact person, and description of services provided.

F: Overview and Approach:

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 Understanding: Proposer must include in this section their understanding of project management services outlined in this Request for Proposal and their understanding of the potential development opportunities and constraints of the development aspect of the Chiquita Ridge property (described in Section IV).  Approach: Proposer must include in this section its approach to providing efficient and effective Project Management services. In this section, Proposer is to include: o Approach for evaluating the property to determine the highest and best use within constraints of the settlement agreement (summarized on pages 15 & 16), o Understanding and approach for a c omprehensive community outreach program, o Strategy for development of a business plan, o Strategy for development of a financing plan, o Process of developing a site specific master plan, o Development and implementation of public-private partnerships, o Innovative and successful approaches to implementation of complex multi- phase public/private development projects.

 Sustainability Issues: Proposer must include its understanding and approach relative to sustainability issues including water and energy conservation and understanding of and strategies for dealing with AB 32, the Global Warming Solutions Act, AB 1881, and SB 375  Proposer must reference all duties as listed in the SCOPE OF WORK. Proposer must note any services NOT provided by their firm.  Proposer shall also list any resources, City assistance or other items expected to be provided by City (computer, office, etc).  Proposer may additionally itemize those services which are further required in the servicing of the account but are not noted in the aforementioned paragraphs as requirements. Proposer will title this section as ADDITIONAL SERVICES.

G: Integration Plan:

Proposer must describe how they will integrate their staff and implement their services into City operations.

H: Compensation/Payment Schedule:

Proposer is required to submit their cost proposal in the format as outlined in Section V.

Proposer must state if the proposed rate is guaranteed for the term of an agreement (if awarded) or if it is subject to adjustments. If subject to adjustments, Proposer must state the frequency of adjustments and how adjustments are determined.

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I: Certificate of Insurance:

Proposer shall demonstrate the willingness and ability to submit proof of the required insurance coverage as set forth in the Sample Professional Services Agreement (attached at end of this document) prior to execution of the contract.

J: Certification of Proposal:

Proposer is required to sign and submit the Certification of Proposal in Appendix 2. Page 25

CITY OF RANCHO SANTA MARGARITA REQUEST FOR PROPOSAL NO. AS 031510 Project Management Services

SECTION III

PROPOSAL EVALUATION AND SELECTION

An Evaluation Committee will be established by the City. The Committee may be comprised of City staff or other personnel as determined by the City and will evaluate all proposals received in accordance with the Evaluation Criteria. The City reserves the right to establish weight factors that will be applied to the criteria depending upon order of importance. Weight factors and evaluation scores will not be released until or if an award is made. The City shall not be obligated to accept the lowest priced proposal, but the City may make an award in the best interests of the City after all factors are considered, including but not limited to the demonstrated competence, experience and professional qualifications of the Proposer. Selection of qualified Proposers will be based on the following criteria as set forth herein. Criteria are listed in random sequence and are not considered in any rank or order of importance. Interviews may be held with the most qualified respondents. T he recommended proposal will be submitted to the City Council for contract approval.

The proposal will be ev aluated on the basis of the response to all questions and requirements of this RFP. The City shall use some or all of the following criteria in its evaluation, in no particular order:

1. Demonstrated competence in preparing analysis of financial and operational viability of public development projects, 2. Understanding of challenges and opportunities of land development and innovative strategies for overcoming impediments, 3. Experience of the firm, particularly of staff assigned to provide management and oversight services, 4. Demonstrated understanding of the service needs outlined in this RFP, 5. Successful delivery of similar services (including development of business plans, master plans, public/private partnerships, community outreach and financing plans), 6. Quality and experience of sub-contractor team, 7. Location of firm and availability of staff assigned to CITY, 8. Quality of references, 9. Proposed costs, 10. Content, quality, completeness and form of submitted proposal, 11. Interviews.

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CITY OF RANCHO SANTA MARGARITA REQUEST FOR PROPOSAL NO. AS 031510 Project Management Services

SECTION IV

SCOPE OF SERVICES

City Information: The City of Rancho Santa Margarita (City) invites qualified firms to submit proposals for Project Management Services. Should and award be made, the successful Proposer will enter into a professional services agreement with the City of Rancho Santa Margarita to provide Project Management Services.

Rancho Santa Margarita is located in southern Orange County approximately 20 miles from Santa Ana and 45 m iles south of Los Angeles. Rancho Santa Margarita incorporated on January 1, 2000 as the 33rd city in Orange County and has a current population of 49,718. T he City is a general law city and operates under the council- manager form of government. The City has 21 full time staff and various part time staff.

Rancho Santa Margarita is a contract city. The City Manager is hired by the City Council and oversees all day to day operations. The City has five (5) departments: City Council, City Manager (includes City Clerk), Administrative Services (includes Finance, Human Resources, Community Services & Risk Management), Public Works, and Development Services (includes Planning, Building Safety & Code Enforcement). Police services are provided through contract with the Orange County Sheriff’s Department. Fire Protection services are provided through the Orange County Fire Authority. The City also contracts for Animal Control Services, City Attorney, Economic Development and Public Relations. The City further contracts with companies for specific tasks such as permit processing, plan check, NPDES, street and facility maintenance. R ancho Santa Margarita currently owns no traditional parks or athletic fields as they are owned and maintained by homeowner associations.

With a storied history as a master-planned community, the City has an abundance of well integrated mixed-use planning with connected public spaces, but desires to add additional public recreation facilities serving residents, visitors and commercial businesses. The City has a unique opportunity to assess the opportunities to master plan and potentially develop public and private uses on city-owned open space property located on portion of its southern boundary known as “Chiquita Ridge”. Development is not guaranteed and the City has not approved any project at this time. As part of the duties, the selected Project Manager will assess the financial and operational viability of development alternatives and make a recommendation to City Council.

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Chiquita Ridge Property Background: In 2005, the City of Rancho Santa Margarita began legal action against the County of Orange regarding approximately 500 acres of land at the southern boundary of the City, collectively called Chiquita Ridge. Located between SR 241 and Antonio Parkway, Chiquita Ridge is an open sp ace area of hill slope and gulleys adjacent to existing active recreation amenities including homeowner association owned ball fields, a City dog park and a City skate park.

After years of discussions and negotiations, a settlement agreement between the City, the County, and an environmental group known as the Endangered Habitats League established the City’s right to own the Chiquita Ridge property. A s part of the settlement agreement, signed in January 2009, the acreage is distributed as:

410 acres are added to O’Neill Park to be forever preserved as open space,

100 acres are declared as local protected open space as part of the Dove Canyon Preservation Easement,

15 acres were purchased by the City and transferred to the County as part of O’Neill Park,

92 acres become City owned. Site photographs are shown in Appendix 3.

The 92 acr e City owned property is comprised of three parts:

Usable Acreage – 55 acres. IF this is ever developed, there must be an active sports park that is a minimum of 23 acres, including parking improvements, leaving approximately 32 acres for other potential uses.

The Property will be Open Space upon receipt. City will have to comply with all land use entitlement procedures, including zoning, CEQA, and per mitting through outside agencies to develop the remaining 32 acres (23 + 32 = 55 acres).

Disturbed Acreage – Any portion of the remaining 37 acres which may be disturbed and temporarily used for construction activities (55 + 37 = 92 acres).

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• Disturbed acreage must be restored with the exception that if any portion is used for fuel modification, City will have to enhance and restore natural habitat at a 2: 1 ratio in addition to the 80 acres discussed below.

Preserved Acreage – Any portion of the 92 acre Property that is not part of the usable acreage or disturbed acreage:

• City has the duty to preserve and protect habitat value of this parcel from 3rd party encroachment.

In addition to the unique development opportunity provided by the settlement agreement, the City will be r equired to enhance and restore 80 acres of property identified as Conservation in the Southern Subregion Habitat Conservation Plan (to be concentrated in O’Neill Regional Park as much as practicable). The location of this conservation property will be determined by the parties of the settlement agreement and the obligation will remain with the City regardless of whether or not development occurs on the Chiquita Ridge parcel. The City’s obligation will require a R estoration Plan, restoration/enhancement and annual performance reports to ensure restoration is achieved.

Enhancement of Acreage/Restoration Plan:

• City has the obligation to enhance and restore 80 acres to natural habitat regardless of when or if there is any development on the usable acreage • A draft Restoration Plan for the enhancement is required to be completed within three (3) years from the date of the County’s conveyance (date of the close of escrow). • City must begin enhancement/restoration within four (4) years from the date of County’s conveyance (date of the close of escrow). • Annual performance reports by City are to continue until acknowledgement by the resource agencies that success of the Restoration Plan has been achieved.

Although the settlement agreement was signed in January 2009, the Parties are currently finalizing all of the steps necessary for Entry of Judgment. In general, the settlement finalizes all transfers of easements and fee properties that had not been recorded upon the City’s incorporation.

The City desires to consider its options and opportunities, if any, for master planning and possible development of the Property. T he City’s history of master planning will demand a plan for the Property that is well integrated into the fabric of the existing community. I n addition, the Property’s setting will require careful consideration of Page 29

landform constraints, open space integration, public trail connections and resource agency permitting.

Any master plan should consider development options that include a mix of public and private uses that will, at a m inimum, include an appr oximately 23-acre public serving sports-park. A dditionally, any master plan must include a di scussion of financing options, operational constraints, alternative project delivery methods and a well- considered outreach, input and communication plan with the community. A commercial component on the site could be o f great benefit to Rancho Santa Margarita and surrounding communities. The private uses that may be considered for the Property must be compatible and synergistic with the potential public uses.

Services

The City is soliciting qualified firms to manage the “process” of determining and implementing the highest and best use of the Chiquita Ridge property and possible facilitation and oversight of selected developers. That process spans the entire range of management from exploring all available options for the Property, development of various specific plans, negotiations with partners (development, retail, and other agencies), community outreach, financing, entitlement process, resource agency permitting, oversight of the development of the Property itself on behalf of the City, and final acceptance of completed project.

The Project Manager will assist City staff in the oversight, management and completion of all work associated with this project and will make recommendations that are in the best interests of the City of Rancho Santa Margarita. The City expects that the Project Manager will function as an extension of City staff and serve as the single point of responsibility for managing the assessment process. The Project Manager will receive direction from the City Manager and w ill work closely with City staff. The Project Manager will be exp ected to attend evening and w eekend meetings, make presentations to the City Council and Planning Commission, and interact with the public and other governmental entities on a regular and ongoing basis.

At this time, the City will prohibit its selected Project Manager from engaging in the development of vertical improvements on the Property as the City considers such interests premature with this request and a potential conflict of interest.

Detailed Responsibilities:

Task 1: Fully coordinate the preliminary outreach and public education plans to seek input on potential land use alternatives based on various opportunities and constraints. This may include public input workshops, press releases, development of educational and i nformational material and seminars to interested parties and stakeholder groups.

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Task 2: Prepare the Opportunities and Constraints Report outlining the various opportunities, market conditions, and alternatives for potential development of the Property and provide recommendations on the mix of uses (for example, retail, recreation, entertainment, lodging) and development that best serves the City.

Task 3: Prepare a Strategic Business Plan for possible development of the Property that includes but is not limited to,

 Inventory of private sector partnership opportunities,  Sources and uses analysis for short and long term capital requirement,  Revenue projections for private & public sector land uses,  Operations budgets for public uses,  Long-term ongoing operating revenues and costs,  Phasing plan,  Preliminary cost estimates for the overall site development,  Analysis of the financial viability of development of the Property.

At this stage, the Project Manager will be expected to prepare and deliver a Feasibility Report to the City Manager, containing a recommendation, in the best interests of the City, on the financial and operational viability of Property alternatives given the information gathered in Tasks 1, 2 & 3 and current and anticipated market conditions; and deliver this recommendation to City Council.

Task 4: Should the City choose to move forward with additional studies and work on the Property and having determined the recommended use of the Property through the Opportunities and Constraints Report, public input phase and acceptance of the Strategic Business Plan, the Project Manager will then begin and manage the Site Master Plan development process which will include but be limited to:

 California Environmental Quality Act (CEQA) certification before it is adopted as final by the City Council,  Management of CEQA Consultant,  Securing the subsequent resource agency permits required for the project  Entitlement Process (may include water agencies, TCA, Zoning Code/General Plan amendments, County, State and Federal agencies),  Provide public education on all phases of the project and work with the City’s PIO to develop and implement a comprehensive media plan.

Task 5: Should the Site Master Plan be accepted and the City chooses to move forward, the selected Project Manager will develop the Pre-Development Plan for City approval that will include but not be limited to:

 Oversight of the solicitation and retention of the preconstruction services team of facilities planners and engineers to prepare final plans (grading Page 31

plans, geotechnical studies, roadway plans, utility plans, etc), according the business plan approved by the City,  Necessary mapping of site,  Budget development,  Development and management of the RFP process needed to select the Developer (Master Developer) for the recommended private sector land development and the public recreation improvements,  Construction and phasing schedules.

Task 6: Should the City move forward with development of the Property, the Project Manager will serve as Project/Construction Liaison on behalf of the City;  Overseeing the actual construction of the improvements,  Manage the land development of the Property,  Disposing of any private sector parcels.

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CITY OF RANCHO SANTA MARGARITA REQUEST FOR PROPOSAL NO. AS 031510 Project Management Services

SECTION V

COMPENSATION

In order to facilitate comparison of proposals, the City requires all compensation proposals to be su bmitted in the format below based only on the following four (4) tasks:

Task 1: Development and implementation of preliminary outreach and public education plans

Task 2: Preparation of the Opportunities and Constraints Report

Task 3: Preparation of a Strategic Business Plan

Task 4: Development of a Site Master Plan

For each of the four (4) tasks noted above, Proposer MUST list all charges they are proposing for each task, including:

1. The total number of billed hours, 2. Anticipated material costs, 3. The hourly rate of each individual, 4. The number of billed hours per individual, 5. Projected final cost per task. 6. Because the size and nature of potential development is not known at this time, pre-construction and construction management services aggregate cost proposals are not required at this time. H owever, Proposers must provide the hourly rate of the Project/Construction Liaison proposed for this RFP.

Sample Format: Task #: Task Description:

Title Rate Hours Total Administrator $50 25 $1,250 Clerical $15 10 $150 Materials $275 Total: 35 $1,675

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NON-COLLUSION AFFIDAVIT

I certify that this proposal is made without prior understanding, arrangement, agreement, or connection with any corporation, firm or person submitting a proposal for the same services, materials, supplies, or equipment, and is in all respects fair and without collusion of fraud. I certify that I have not entered into any arrangement or agreement with any City of Rancho Santa Margarita public officer. I understand collusive bidding is a violation of State and Federal law and can result in fines, prison sentences, and civil damage awards. I agree to abide by all conditions of this bid and certify that I am authorized to sign this proposal for the proposer.

______Signature of Authorized Representative

______Name of Authorized Representative Title of Authorized Representative Page 34

CITY OF RANCHO SANTA MARGARITA REQUEST FOR PROPOSAL NO. AS 031510 Project Management Services

SAMPLE PROFESSIONAL SERVICES AGREEMENT

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SAMPLE PROFESSIONAL SERVICES AGREEMENT (Insert name of firm, project name, or description of work)

THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter “Agreement”) is made and entered into, to be effective this _____ day of ______20__, by and between the CITY OF RANCHO SANTA MARGARITA, a municipal corporation organized and existing under the laws of the State of California, (hereinafter referred to as “City”) and ______a ______, (hereinafter referred to as “Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and are hereinafter collectively referred to as the “Parties.”

RECITALS

A. City has determined that there is a need to retain the professional services of a licensed______for______(the “Project”).

B. Consultant has submitted to City a proposal to provide professional ______services to City for the Project pursuant to the terms of this Agreement.

C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided herein.

D. City desires to retain Consultant to provide such professional services.

NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. SERVICES OF CONSULTANT

1.1 Scope of Services and Standard of Performance. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Proposal/Scope of Work, dated ______, which is attached hereto as Exhibit “A” and is incorporated herein by reference (hereinafter referred to as the “Services” or “Work”). As a material inducement to the City entering into this Agreement, Consultant acknowledges and understands that the Services and Work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant’s services and work shall be performed in a skillful and competent manner and shall be held to a standard of quality and workmanship prevalent in the industry for such service and work and Page 36

with the standards 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 discipline necessary to perform the Services and Work and that it holds the necessary skills and abilities to satisfy the standard of work as set forth in this Agreement. Consultant represents and warrants that it and all of its employees and subcontractors providing services under this Agreement shall have sufficient skill and experience to perform the Services and Work assigned to them. All Services and Work shall be completed to the reasonable satisfaction of the City.

1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; and, (2) the Consultant’s signed, original ______, 20__ proposal submitted to the City (“Consultant’s Proposal”), which shall all be referred to collectively hereinafter as the “Contract Documents.” The Consultant’s Proposal, attached hereto as Exhibit “A,” is hereby incorporated by reference and is made a part of this Agreement. All provisions of the Contract Documents shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the terms of this Agreement; and, (2nd) the provisions of the Consultant’s Proposal. OPTION/ALTERNATIVE -- LANGUAGE FOR INCLUSION OF CITY’S RFP The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Consultant’s signed, original Proposal/Scope of Work dated ______(“Consultant’s Proposal”) and submitted to City; and, (3) the City’s Request for Proposals dated ______, which shall all be referred to collectively hereinafter as the “Contract Documents.” The Consultant’s Proposal and the City’s Request for Proposals, which are both attached hereto as Exhibits “A” and “B,” respectively, are hereby incorporated by reference and are made a part of this Agreement. All provisions of this Agreement, the Consultant’s Proposal, and the City’s Request for Proposals shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the terms and conditions of this Agreement; (2nd) the provisions of the City’s Request for Proposals (Exhibit “B”); and (3rd) the provisions of the Consultant’s Proposal (Exhibit “A”).

1.3 Compliance with Law. Consultant shall comply with all applicable Federal, State, and local laws, statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder, including without limitation all applicable fair labor standards and Cal/OSHA requirements.

1.4 Licenses, Permits, Fees, and Assessments. Prior to performing any services, Consultant shall obtain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement and any extension, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work and Services under this Agreement. Consultant shall have the sole obligation to pay for Page 37

any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the Work and Services required by this Agreement, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City hereunder.

1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that it (a) has thoroughly investigated and considered the Scope of Work or Services to be performed, (b) has carefully considered how the Services should be performed and has carefully examined the location or locations at or with respect to where such Services or Work is to be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services hereunder. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City.

1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence.

1.7 Further Responsibilities of Parties. Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement.

1.8 Additional Services. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Work or make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the City to the Consultant, incorporating therein any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement, which adjustments are subject to the written approval of the Consultant. It is expressly understood by Consultant that the provisions of this section shall not apply to the services specifically set forth in the Scope of Work or reasonably contemplated therein, regardless of whether the time or materials required to complete any work or service identified in the Scope of Work exceeds any time or material amounts or estimates provided therein.

2. COMPENSATION

2.1 Maximum Contract Amount. For the Services rendered pursuant to this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation/Fees, which is attached hereto as Exhibit “A” and is incorporated herein by Page 38

reference, but not exceeding the total maximum contract amount of ______dollars ($______) (hereinafter referred to as the "Maximum Contract Amount"), except as may be provided pursuant to Section 1.8 above. The method of compensation shall be as set forth in Exhibit “A.”. Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated pursuant to Section 4.2 and will only be approved if such expenses are also specified in the Schedule of Compensation/Fees. The Maximum Contract Amount shall include the attendance of Consultant at all Project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Consultant hereby acknowledges that it accepts the risk that the services identified in the Scope of Work may be more costly and/or time-consuming than Consultant anticipates, that Consultant shall not be entitled to additional compensation therefore, and that the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of Work. The maximum amount of City’s payment obligation under this section is the amount specified herein. If the City’s maximum payment obligation is reached before the Consultant’s Services under this Agreement are completed, consultant shall nevertheless complete the Work without liability on the City’s part for further payment beyond the Maximum Contract Amount.

2.2. Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation/Fees (Exhibit “A”), in any month in which Consultant wishes to receive payment, no later than the tenth (10) working day of such month, Consultant shall submit to the City, in a form approved by the City’s finance manager, an invoice for services rendered prior to the date of the invoice. Such requests shall be based upon the amount and value of the services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or a soon thereafter as is reasonably practical.

2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by the City, the Parties shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional fees. An amendment may be entered into: (a) to provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/or (b) to provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant’s profession.

2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the Rancho Santa Margarita City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City.

3. SCHEDULE OF PERFORMANCE

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3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon Schedule of Performance (Exhibit “A”).

3.2 Schedule of Performance. Consultant shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Schedule of Performance, which is attached hereto as Exhibit “A” and is incorporated herein by reference. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension.

3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant (financial inability excepted), including, but not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City, if Consultant, within ten (10) days of the commencement of such delay, notifies the City Manager in writing of the causes of the delay. The City Manager shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the City Manager such delay is justified. The City Manager's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this section.

3.4 Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall commence upon the effective date of this Agreement and shall continue in full force and effect until completion of the Services but not exceeding three (3) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “A”) and pursuant to Section 3.2 above, unless extended by mutual written agreement of the Parties.

4. COORDINATION OF WORK

4.1 Representative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the Services to be performed under this Agreement and make all decisions in connection therewith: ______(name), ______(title). It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. Page 40

4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City, and is subject to change by the City Manager. It shall be the Consultant's responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Services, and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, capability, expertise, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, voluntarily or by operation of law, without the prior written consent of City. Consultant shall not contract with any other entity to perform the Services required without prior written consent of City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability hereunder without the express written consent of City.

4.4 Independent Contractor.

A. The legal relationship between the Parties is that of an independent contractor, and nothing herein shall be deemed to make Consultant a City employee. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City’s offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant’s employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including Page 41

but not limited to social security income tax withholding, unemployment compensation, workers’ compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venture or a member of any joint enterprise with Consultant.

B. Consultant shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner.

C. No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services hereunder. If for any reason any court or governmental agency determines that the City has financial obligations, other than pursuant to Section 2 and Subsection 1.8 herein, of any nature relating to salary, taxes, or benefits of Consultant’s officers, employees, servants, representatives, subcontractors, or agents, Consultant shall indemnify City for all such financial obligations.

5. INSURANCE

5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, the insurance described herein for the duration of this Agreement, including any extension thereof, or as otherwise specified herein, against claims which may arise from or in connection with the performance of the Work hereunder by Consultant, its agents, representatives, or employees. Insurance required herein shall be provided by an authorized insurance company and admitted in the State of California and having a minimum A.M. Best's Guide Rating of A-, Class VII or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided pursuant to this Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder shall be as follows:

A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, professional liability (errors and omissions) insurance coverage in an amount of not less than two million dollars ($2,000,000.00) per claim or occurrence, in accordance with the provisions of this section.

(1) Consultant shall either: (a) certify in writing to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant Page 42

does not provide the certification pursuant to (a), Consultant may be required by City to procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services pursuant to this Agreement.

(2) If the policy of insurance is written on a “claims made” basis, the City may require that the policy be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager.

(3) In the event the policy of insurance is written on an “occurrence” basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement.

B. Workers’ Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers’ compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies.

C. Commercial General Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of comprehensive general liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence, two million dollars ($2,000,000.00) in the general aggregate, and one million dollars ($1,000,000.00) for products and completed operations.

(1) The commercial general liability policy shall name the City of Rancho Santa Margarita as an additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185) or equivalent language.

(2) Consultant either: (a) shall certify in writing to the City that Consultant is unaware of any liability claims made against Consultant, and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification pursuant to (a), Consultant may be required by City to procure from the commercial general liability insurer an endorsement providing that the required limits of the Page 43

policy shall apply separately to occurrences during the rendition of services pursuant to this Agreement.

D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars.

E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) per accident for bodily injury or disease.

5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self- insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of $10,000, and the City Manager may require evidence of pending claims and claims history as well as evidence of Consultant’s ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of $10,000.

5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant pursuant to this Agreement:

5.3.1. The required commercial general and business automobile liability policies shall be endorsed to state that City and its officers, council members, officials, employees, agents, and volunteers shall be covered as additional insureds with respect to liability arising out of all work or services performed by Consultant pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to additional insureds. Additional insured endorsements are not required for the professional liability and workers' compensation policies.

5.3.2 For any claims related to this Agreement, Consultant’s coverage shall be primary insurance as respects City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant’s insurance and shall not contribute with it. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, council members, officials, employees, agents, and volunteers, and their respective insurers.

5.3.3 Any failure by Consultant to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to Page 44

City and its officers, council members, officials, employees, agents, and volunteers.

5.3.4 Each insurance policy required by this section shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or modified by either Party, or reduced in coverage or in limits, except after thirty (30) days prior written notice by First Class U.S. Mail, postage-prepaid, has been provided to the City. Notwithstanding the foregoing in this subsection, if coverage is to be suspended, voided, or cancelled because of Consultant’s failure to pay the insurance premium, the notice provided to City shall be by ten (10) days prior written notice.

5.3.5 All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage.

5.3.6 None of the insurance coverages required herein will be in compliance with these requirements if they include any limiting endorsement which substantially impairs the coverages set forth herein (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing.

5.3.7 The required insurance endorsements shall not contain any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant’s obligation to ensure timely compliance with all insurance submittal requirements as provided herein.

5.3.8 Consultant agrees to ensure that subcontractors, if any, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review.

5.3.9 Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it Page 45

waive any rights hereunder in this or any other regard.

5.3.10 Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage.

5.3.11 Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive.

5.3.12 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this section.

5.3.13 Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement.

5.3.14 Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant’s activities or the activities of any person or person for which the Consultant is otherwise responsible.

5.4 Verification of Coverage. Consultant shall furnish City original certificates of insurance and endorsements, including additional insured endorsements, in a form acceptable to the City, affecting all of the coverages required by this section. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. Consultant shall provide to City all certificates and endorsements required by this section before commencing any work on the Project. Consultant shall furnish, at City’s request, copies of actual policies including all declaration pages, endorsements, exclusions and any other policy documents City requires to verify coverage.

6. INDEMNIFICATION

To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant’s sole cost and expense), protect and hold harmless City and its officers, council members, officials, employees, agents and volunteers and all other public agencies whose approval of the Project is required, (individually “Indemnified Party”; collectively “Indemnified Page 46

Parties”) against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders, and penalties (collectively “Claims”), including but not limited to Claims arising from injuries or death of persons (Consultant’s employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligent acts or omissions, recklessness, or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant’s failure to perform any term, provision, covenant, or condition of this Agreement (“Indemnified Claims”). Such obligation to defend, hold harmless, and indemnify any of the Indemnified Parties shall not apply to the extent that such Claims are caused by the sole negligence, active negligence, or willful misconduct of such Indemnified Parties.

Consultant shall reimburse the Indemnified Parties for any reasonable expenditures, including reasonable attorneys’ fees, expert fees, litigation costs, and expenses that each Indemnified Party may incur by reason of Indemnified Claims. Upon request by an Indemnified Party, Consultant shall defend with legal counsel reasonably acceptable to the Indemnified Party all Claims against the Indemnified Party that may arise out of, pertain to, or relate to Indemnified Claims, whether or not Consultant is named as a party to the Claim proceeding. The determination whether a Claim “may arise out of, pertain to, or relate to Indemnified Claims” shall be based on the allegations made in the Claim and the facts known or subsequently discovered by the Parties. Consultant’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified hereunder are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.

7. REPORTS AND RECORDS

7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Work or Services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of such fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

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7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all damages resulting therefrom. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. Consultant shall ensure that all its subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom.

7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City’s prior written authorization.

7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant’s performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.

8. ENFORCEMENT OF AGREEMENT

8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be Page 48

employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.

8.3 Termination. City may terminate this Agreement for any reason, with or without cause, upon giving Consultant thirty (30) days written notice. Upon such notice, City shall pay Consultant for Services performed through the date of termination. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. Thereafter, Consultant shall have no further claims against the City under this Agreement. Upon termination of the Agreement pursuant to this section, Consultant shall submit to the City an invoice for work and services performed prior to the date of termination. In addition, the Consultant reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days written notice to the City, except that where termination is due to material default by the City, the period of notice may be such shorter time as the Consultant may determine.

8.4 Default of Consultant.

A. Consultant’s failure to comply with any provision of this Agreement shall constitute a default.

B. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for any and all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City’s right to terminate this Agreement without cause pursuant to Section 8.3.

C. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.4.B, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant’s liability for completion of the Services as provided herein.

8.5 Waiver. No waiver of any provision of this Agreement shall be effective unless Page 49

in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions hereof.

8.6 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

8.7 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

8.8 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses, including but not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non-judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding.

9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

9.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership, or association in which he is, directly or indirectly, interested in violation of any state statute or regulation. Consultant warrants that is has not paid or given and will not pay or give any third party any money or other consideration in exchange for obtaining this Agreement.

9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for Page 50

employment because of race, religion, color, sex, age, marital status, ancestry, or national origin. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

10. MISCELLANEOUS PROVISIONS

10.1 Patent and Copyright Infringement.

A. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise, it is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant’s expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City’s alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright.

B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement thereof, Consultant shall not be obligated to indemnify City under any settlement made without Consultant’s consent or in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant’s expense. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto.

10.2 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission, and shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows:

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To City: City of Rancho Santa Margarita Attention: Project Manager 22112 El Paseo Rancho Santa Margarita, California 92688 Telephone: (949 635-1800 Facsimile: (949) 635-1667

To Consultant: (Company Name) (Name/Title) (Address) Telephone: Facsimile:

10.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter hereof. No amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.

10.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees.

10.6 Third Party Beneficiary. Except as may be expressly provided for herein, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party hereto.

10.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth herein and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.

10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he is executing this Agreement is duly authorized and existing, (ii) he is duly authorized to execute and deliver this Agreement on behalf of the Party for which he is signing, (iii) by so executing this Agreement, the Party for which he is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he is signing is bound.

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10.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as of the date first written above.

“CITY” CITY OF RANCHO SANTA MARGARITA, a California municipal corporation

Mayor

ATTEST:

(SEAL) City Clerk

APPROVED AS TO FORM:

City Attorney

“CONSULTANT”

(Insert Company Name)

By: ______, President

* For Consultants/Contractors/Vendors that are a corporation, signature requirements are as follows:

1) One signature by the Chairman of the Board, the President, of the Vice President, And 2) One signature by the Secretary, any Assistant Secretary, the Chief Financial Officer or an Assistant Treasurer.

* For Consultants/Contractors/Vendors that are not a corporation, signature requirements are as follows: the person who has authority to bind the consultant/contractor/vendor must sign on one of the lines above. Page 53

APPENDIX 1

CITY OF RANCHO SANTA MARGARITA

CONSULTANT’S ACKNOWLEDGEMENT OF COMPLIANCE WITH INSURANCE REQUIREMENTS FOR AGREEMENT FOR PROFESSIONAL SERVICES

Consultant agrees, acknowledges and is fully aware of the insurance requirements as specified in Section 5. Insurance Requirements of the Agreement for Professional Services and accepts all conditions and requirements as contained therein.

Consultant: Name (Please Print or Type)

By: Consultant’s Signature

Date:

This executed form must be submitted with Scope of Work proposal.

Page 54

APPENDIX 2

CERTIFICATION OF PROPOSAL TO THE CITY OF RANCHO SANTA MARGARITA

The undersigned hereby submits its proposal and agrees to be bound by the terms and conditions of this Request for Proposal (RFP) NO. AS 031510 Project Management Services.

1) By submitting the response to this request, proposer agrees, if selected to furnish services to the City in accordance with this RFP.

2) Proposer has carefully reviewed its proposal and understands and agrees that the City is not responsible for any errors or omissions on the part of the proposer and that the proposer is responsible for them.

3) It is understood and agreed that the City reserves the right to accept or reject any or all proposals and to waive any informality or irregularity in any proposal received by the City.

4) The proposal response includes all of the commentary, figures and data required by the Request for Proposal, dated March 15, 2010.

5) The proposal shall be valid for 180 days from April 16, 2010.

Name of Proposer:

By: (Authorized Signature)

Type Name:

Title:

Date:

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APPENDIX 3

Photographs of Chiquita Ridge Property Chiquita Ridge General Location

Mission Viejo Coto de Caza

Chiquita Page 56 Ridge Site Chiquita Ridge Approximate 92 Acre Parcel Site

HOA Athletic Fields

Water District Tank Page 57 City Boundary Chiquita Ridge General Topography (Water District Tank to left) Page 58 Chiquita Ridge General Topography (Antonio Pkwy to right) Page 59 Chiquita Ridge General Topography (Antonio Pkwy to left) Page 60 Chiquita Ridge General Topography Page 61 Chiquita Ridge General Topography (Water District Tank in center of photo) Page 62 Page 63 Page 64 Page 65 Page 66 Page 67

ATTACHMENT D Page 68

Project Management Services

TABLE OF CONTENTS

SECTIONS

A. Cover Letter...... A-1 B. Company Data...... B-1 RBF Firm Profile ...... B-1 RBF’s Similar Contracts During the Last Five Years...... B-5 Subconsultant...... B-23 Robert Charles Lesser & Company ...... B-23 Metropolitan Research + Economics...... B-27 Harmsworth Association...... B-29 C. Resumes and Qualifications of Personnel ...... C-1 D. Organizational Chart...... D-1 E. References ...... E-1 F. Overview and Approach...... F-1 Understanding ...... F-1 Public Private Partnerships...... F-2 Sustainability Issues...... F-3 Scope of Services...... F-5 Task 1: Preliminary Outreach and Public Education Plans .....F-5 Task 2: Opportunities and Constraints Report ...... F-8 Task 3: Strategic Business Plan...... F-14 RFP AS 031510 Task 4: Site Master Plan Process ...... F-16 Task 5: Pre-Development Plan ...... F-20 Task 6: Project / Construction Liaison...... F-20 Additional Services...... F-22 Optional Task A: Community Field Visit...... F-22 Optional Task B: Community Design Charrette...... F-22 Optional Task C: Jurisdictional Delineation ...... F23

 City of Rancho Cucamonga ...... i Page 69

Project Management Services

G. Integration Plan...... G-1 H. Compensation / Payment Schedule ...... H-1 Section V – Compensation...... H-3 Non-Collusion Affidavit...... H-7 I. Certificate of Insurance (A-1) J. Certification of Proposal (A

RFP AS 031510

 City of Rancho Cucamonga ...... ii Section A Cover Letter Page 70 Section A: Cover Letter Page 71

April 16, 2010 10-107433.999

Mr. Mark Taylor Human Resources / Risk Management Administrator City of Rancho Santa Margarita 22112 El Paseo Rancho Santa Margarita, CA 92688

Subject: Proposal – Project Management Services (RFP AS 031510)

Dear Mr. Taylor:

The RBF Consulting Team, in collaboration with Robert Charles Lesser Company (RCLCO), Metropolitan Research + Economics (MR+E), and Harmsworth Associates (HWA), is pleased to present our proposal for Project Management Services for the City’s 55-acre Chiquita Ridge land development project.

Introduction to the Firm: RBF Consulting is a California corporation that has been providing planning, engineering, and construction management services in the County of Orange for over 65 years. Our staff of 613 is located in 16 offices throughout the western United States; 280 professionals are available in the Irvine office. RCLCO has been providing real estate market research and feasibility studies and financial sourcing for over 40 years; MR+E has been providing economic strategies for over 20 years in particular for master plan development and sports parks; Harmsworth Associates has been providing environmental consulting for 26 years.

Summary of Professional Qualifications: Our goal is to provide the City with the team and the tools to create the best value for the Chiquita Ridge property. We provide the City our commitment to this project with a proven management team backed by internal resources of experienced planners, landscape architects, and engineers who are thoroughly familiar with the County of Orange, the project area, and the issues that affect the region. RBF selected RCLCO to provide the financial analysis and strategic business plan. MR+E has experience providing economic analyses for open space plans, parks master plans, and sports parks. Harmsworth Associates will provide environmental resource analysis and assessment. They are familiar with the area from previous studies in the Upper Chiquita Canyon. We feel it is of great importance to emphasize the unique qualities that RBF’s team offers the City:

9 A responsive Project Manager with broad experience in the management and development of master planned communities on behalf of both public and private sector property owners; 9 A profound understanding of development, including development strategies, hillside design engineering, value creation, and phased infrastructure; 9 An experienced team of community outreach and education experts, landscape architects, and planning specialists dedicated to this project; 9 A proven work approach and quality control program; 9 A demonstrated performance record with the City, County, and other agencies; and 9 Availability of qualified staff to respond quickly to any assignment.

The following proposal outlines how the RBF Team will bring added value to the City of Rancho Santa Margarita. We look forward to discussing assisting you with this important endeavor. Should the City wish to discuss possible modifications to our scope or related fee, we would be pleased to discuss this.

Sincerely,

Gary Armstrong, AICP Senior Vice President

Enclosure: Proposal – 7 sets (1 original and 6 copies); and 1 CD A-1 14725 Alton Parkway „ Irvine, CA 92618 Telephone: 949.472.3505 „ FAX: 949.472.3742 Section B Company Data Page 72 Section B: Company Data Page 73

B. COMPANY DATA

PROJECT MANAGEMENT SERVICES (RFP AS 031510)

B. COMPANY DATA

Company Name: RBF Consulting RBF FIRM PROFILE Services Offered: Planning, Civil and Structural Engineering (Roadway, Aviation, Traffic, Drainage and Bridge), Environmental, As an Orange County Planning, Landscape Architecture, headquartered firm, RBF has Water Resources Engineering, Land played a major role in the Surveying, Construction Management development of Southern California’s Year Founded: 1944 significant growth over the past 65-plus Form of Organization: Privately Held California Corporation years. For this important project, RBF has assembled a team of highly qualified Federal I.D. Number: 95-224-7293 professionals that bring a wealth of planning Contact Person: Gary Armstrong, AICP, Project Manager and design, real estate asset management, 949.855.3622, [email protected] landscape architecture, transportation Office Address and 14725 Alton Parkway planning, hillside engineering, community Telephone Number: Irvine, CA 92618 outreach and education experience to the Ph: 949.472.3505 Chiquita Ridge land development project. Fax: 949.472.8373 The team of professionals we have assigned Number, Size and Irvine 280 has current relevant experience, established Location of Offices: Additional Southern California relationships working together and a project Offices 232 management style that promotes creative Northern California Offices 65 Arizona Offices 28 and cost-effective solutions. RBF is pleased Nevada Office 8 to present this team of seasoned professionals supplemented by Number of Employees: 613 subconsultants who will provide financial analyses and strategic business planning, environmental resource analysis, and sports park expertise, all of whom have extensive local experience, for immediate assignment to the City. The Project Team is presented in the Organization Chart located in Section D.

RBF is a private corporation founded in Orange County in 1944 and headquartered in Irvine since 1987. RBF possesses the full range of disciplines necessary to provide turnkey planning, design and construction for a wide range of projects. Over 85 percent of RBF’s work is for repeat clients, which is a testimony to the RBF’s client service capabilities. In the 2009 list of The Top 500 Design Firms as published by Engineering News-Record, RBF was ranked number 79.

 City of Rancho Santa Margarita B-1 Page 74

RBF provides the following services for this project:

LAND PLANNING AND ENTITLEMENT SERVICES Mr. Armstrong’s expertise comes from experience on master planned development projects throughout his career. He has been working with individual property owners, development companies, public agencies, and municipalities to analyze the highest and best use of property, evaluate alternatives, and develop realistic plans, and provide consultation in issue resolution. A master planned community typically involves compiling documents that include designs and strategies for four critical components:

Land use and Circulation Marketing Finance Infrastructure

RBF provides a broad range of land development services including plan development and regulatory permitting. At RBF, we assist our clients with projects from acquisition, to design, entitlement, through construction management.

COMPREHESIVE PLANNING AND DESIGN RBF Consulting provides a wide range of planning, design and implementation services for projects throughout California and the western United States. In order to create viable responses to physical, social, economic and environmental challenges, RBF’s planning and design professionals focus on integrating creative planning solutions with sound implementation principles. Balanced land uses, enhancement of amenities, reinforcement of community values, and integration of environmental solutions are integral components of the RBF planning process. RBF’s planning and design services continue to expand as we strive to meet our clients’ needs.

Additional key elements of the planning and design services that complement Land Planning and Entitlement Services include:

General Plans Landscape Architecture Visioning Master Plans Environmental Regulatory Design Guidelines Specific Plans Compliance Form-Based Codes Redevelopment Planning Geographic Information Systems Web Services and Digital Contract Planning Urban Design Imaging

ENVIRONMENTAL RBF environmental services staff is experienced with all aspects of CEQA, NEPA, Clean Water Act, Clean Air Ace, and applicable environmental laws. We provide environmental review and processing services in areas of entitlement management and coordination, due diligence, land use infrastructure, site development, traffic, drainage, air quality, noise, hazardous materials, visual analysis, public utilities, and other environmental regulatory issues. RBF collaborates with qualified environmental consultants for archeological, biological, and cultural resources.

URBAN DESIGN RBF believes that land use and urban design must go hand-in-hand. RBF staff has extensive experience in developing plans that contain architectural and urban design guidelines, wayfinding systems, infill concepts, transit-oriented development, storefront remodel designs, public plazas, and streetscape plans enhanced by traditional rendering and computer modeling. We draw from traditional urban design concepts, such as those conveyed by Kevin Lynch, to those of

B-2 City of Rancho Santa Margarita Page 75

our contemporaries, such as the Congress for the New Urbanism. We have extensive experience preparing housing studies, mixed use ordinances, and mixed-use project design plans, so we are poised to deal with these issues. We base urban design and land use on local context influenced by worldwide exposure to developments that work.

DESIGN GUIDELINES Guidelines are an essential resource for developments. RBF staff has experience writing and illustrating architectural and landscape design guidelines, educating the public about design, and understanding the nuances of the design review and the public involvement processes. We create concise guidelines that communicate the vision of the development plan and demonstrate the character of the community and heritage of the area.

FORM-BASED CODES RBF provides clients the option of utilizing form-based codes, which conform to the details of relationships between buildings and the public realm of the street, the form and mass of buildings in relation to one another, and the scale and type of streets and blocks. Form-based codes are based on urban design outcomes desired by the community through a focused public participation process. The scale, character, intensity, and form of development rather than differences in land uses drive the regulating plan.

COMMUNITY OUTREACH AND EDUCATION Outreach: We pride ourselves on providing creative and fun opportunities for public involvement that engage all levels of the community, including youth, and yield important and informative results. Just a part of RBF’s extensive public involvement experience and commitment include facilitating and TownScan™ was developed and is used organizing: as a research and community consensus-building tool that assists Hands-on workshops communities to define their desires and Design charrettes physical aspirations for the future. TownScan™ is a hybrid of the Visual Interactive polling exercises Preference Survey™ (VPS) by Anton Focus groups Nelessen, which has been expanded Web-based involvement techniques and refined to provide more specific results related to architecture, streetscape, signs, street furniture and RBF builds upon consensus and, therefore, plans are other community design elements. readily implemented and embraced by the community.

Education: Our outreach team has been involved in numerous community-based educational efforts, including publications, educational workshops, and presentations on community planning. Through these activities, our team is well equipped to impart APA Award Winner, 2006: Sierra Madre Educational Series knowledge and tools to community members. and Community Involvement Program; CCAPA Award Winner, 2005: Leadership and Services in Education.

 City of Rancho Santa Margarita B-3 Page 76

TRANSPORTATION PLANNING RBF provides complete services for the planning and preliminary engineering design and construction of local roads, streets, arterial highways, and transportation corridors to public agencies and private developers. RBF's specific transportation planning capabilities include:

TRANSPORTATION PLANNING: TRANSPORTATION DESIGN: CONSTRUCTION:

Route Alignment Studies Roadway Widening Design Traffic Signals Traffic Impact Studies Highway, Freeway, and Tollway Traffic Signal Systems Preliminary Intersection / Design Street/Freeway Lighting Interchange Design Intersection and Interchange Changeable Message Sign Circulation Elements Design Overhead Signs and Structures Preliminary Cost Estimates Bridge and Structures Design Signing and Striping Bicycle / Equestrian / Pedestrian Signing, Striping, and Stage Detour Plans Trail System Construction Plans Construction Traffic Control Traffic Impact Fee Programs Right of way Mapping Detour Plans Land Use Impact Analysis, Agency Permitting Congestion Management Plans Utility Relocation Coordination (CMP) Preparation of Specifications and Construction Transportation Bid Documents Management Plans (TMP) Construction Survey Staking, and Construction Management

GEOGRAPHIC INFORMATION SYSTEM Our experienced staff provides needs analyses, system planning and implementation, data conversion, and development of user interfaces with an emphasis on ease of use and error-free data entry. We use software including ArcIMS, ArcGIS, ArcInfo and ArcView from ESRI and our staff has extensive experience using products from Autodesk, Intergraph, and Bentley. In applying GIS to Planning and Urban Design, the quality and efficiency of General Plan updates and land use alternatives analysis are improved, and GIS analysis and mapping is used to support environmental regional Multiple Species Habitat Conservation Plans.

CONSTRUCTION MANAGEMENT LIAISON RBF's highly qualified construction project managers and field staff are experienced in all facets of construction engineering including subdivision mass grading, bridges, highways, roads, parks and recreational areas, utilities, pump stations, reservoirs, solid waste landfills, and water and sewage treatment plants. RBF professionals have an established track record of successfully managing residential, commercial and industrial developments as well. RBF has the ability to perform nearly every conceivable construction management task, efficiently and economically.

Our projects include Big League Dreams Sports Park in Chino Hills; Hilltop Park and Reservoir in Signal Hill, and Chino Hills Park in Chino Hills.

Big League Dreams Sports Park

B-4 City of Rancho Santa Margarita Page 77

RBF’S SIMILAR CONTRACTS DURING THE LAST FIVE YEARS

Title: Legacy Park / Tustin Legacy (Tustin, CA) Year started and Completed: 2003 / ongoing Type of Contract: Private Sector Contracting Agency: Tustin Legacy Community Partners LLC, a Partnership of Centex Homes and Shea Properties for the City of Tustin

Project Description: RBF was involved in the proposal process for the selection of a Master Developer for MCAS Tustin. As part of the development team, RBF provided visioning and policy planning consultation for the Tustin Legacy Feasibility/Opportunity & Community Partners team, and worked with the City and master Constraints developer on required amendments to the MCAS Tustin Specific Plan/Reuse Plan as part of a Entitlement City/Developer subcommittee. RBF provided preparation and processing Public Outreach of concept plans and tentative tract maps through the City and prepared Land Use Planning / project-wide Design Guidelines. Master Planning Sports Park

Project Manager: Ms. Elizabeth Cobb, VP Developer of Project: Tustin Legacy Community Partners

Title: Upper Chiquita Canyon Mitigation / SR-241 Extension – Regulatory Services (County of Orange, CA Year started and Completed: 2008 Type of Contract: Public Sector Contracting Agency: Transportation Corridor Agency (TCA)

Project Description: On behalf of the Transportation Corridor Agencies (TCA) RBF provided water quality, regulatory, mitigation and design support for the SR-241 Toll Road extension project. In order to offset jurisdictional impacts associated with the roadway extension, the Upper Chiquita Canyon was Feasibility/Opportunity & selected as a permanent open space and mitigation site. Working with Constraints state and federal agencies, RBF and the TCA Team presented mitigation

opportunities such as enhancement, restoration and creation activities to Entitlement existing areas within the Canyon. Utilizing RBF’s existing relationships, RBF organized a field meeting with the San Diego Regional Water Quality

Public Outreach Control Board to document on-site conditions and discuss potential Land Use Planning / mitigation strategies for the site. The site remains a viable mitigation

Master Planning opportunity since it is home to special status plant and animal species. Sports Park

Project Manager: Ms. Valarie McFall, TCA

 City of Rancho Santa Margarita B-5 Page 78

Title: As-Needed Landscape Architecture for Park Design (San Diego County, CA) 2009 / ongoing Type of Contract: Public Sector Contracting Agency: County of San Diego Project Description:

RBF is working closely with County of San Diego Park and Recreation staff providing as-needed landscape architecture and related services for park design and improvement projects. RBF has been awarded six task orders under this contract which include:

The Groves Property Opportunities and Constraints Study - RBF prepared a feasibility analysis of the Groves site to identify opportunities and constraints associated with the potential creation of a park that would combine active and passive recreational uses and open space/preserve area on this property. As part of the evaluation, RBF reviewed title/easement documents, reversion to acreage mapping, general plan information (including land use, circulation, and trails), prepared a topographic slope analysis, reviewed existing biological mapping of vegetation/habitat and sensitive species, contacted the serving water and electrical service agencies, and reviewed options for access and utility service, and developed preliminary designs for the future sports park..

Guajome Park Feasibility Study - RBF worked with County staff to study the feasibility of constructing new artificial turf improvements in a heavily used sports park in north San Diego County. The study included creating a topographic base drawing of the existing park, mapping existing native perimeter vegetation with hand held GIS tools, the design and layout of field alternatives and final conceptual site plan. The project design included reconfiguration and design of existing parking lots, sports fields, sport courts, restrooms and open play and picnic areas.

Sweetwater Lane Sports Park - RBF prepared preliminary concept plans and final plans, specifications and estimates for the construction of new artificial turf baseball. softball, soccer and Pop Warner football fields in south San Diego. RBF worked closely with County park planners and maintenance personnel, and local youth sports league representatives to develop a design that fit the needs of the local community. RBF's work included development of topographic maps, drainage study, and final plans, specifications and estimates. The site was constrained by expansive clay soils and required the removal, recompact and installation of an impermeable membrane system under the artificial turf field.

Jess Martin Park - Preparing final construction documents and specifications for master planned park improvements. The proposed improvements will include one group shade structure located in the vicinity of the existing plan structure and a concrete jog-walk path located along the perimeter of the park and small storage building.

Oak Oasis Park - Prepared preliminary concepts and final construction documents and specifications for park improvements for a group camp site in the hills east of San Diego. The improvements include a new restroom with showers, a shade pavilion with barbeque picnic facilities, a centralized gathering area/amphitheater with a fire pit, enhancements to existing bunkhouse to improve fire resistance and fire suppression, landscaping and irrigation, a small domestic water system (including a new well, a 10,000 gallon water tank, and potable water), septic system improvements, the re-pavement of the existing parking lot with a porous paving material, and the use of native trees.

Central Irrigation System for Five Parks - RBF prepared final construction documents and specifications for a central computerized irrigation system between five local parks including Hilton Head (10-acres), Steele Canyon (8.3-acres), Woodhaven (8.18-acres), Cottonwood (5.42-acres) and Lonny Brewer (5.1-acres) located within the communities of El Cajon and Spring Valley. The new irrigation system will augment the existing system in all five parks and will be designed to reduce maintenance and conserve water. Feasibility/Opportunity & Constraints Entitlement

Public Outreach Land Use Planning / Project Manager: Mr. Sean O’Neill Master Planning Developer of Project: County of San Diego Sports Park

B-6 City of Rancho Santa Margarita Page 79

Title: Public Community Sports Park / Tustin Legacy (Tustin, CA) 2007 / 2009 Type of Contract: Private Sector / Fixed Fee Contracting Agency: Tustin Legacy Community Partners, LLC a Partnership of Centex Homes and Shea Properties

Project Description: RBF was responsible for providing park planning, landscape architecture, and civil engineering services for a 46-acre park site as part of an 820-acre Feasibility/Opportunity & redevelopment project at the Tustin Marine Corps Air Station. The park Constraints was designed to City of Tustin standards and included baseball/softball Entitlement fields, full-size soccer fields, a tennis court complex, a half-court basket ball, a community building, an aquatic center with three pools, two lakes, Public Outreach play areas, picnic areas, and parking. The Legacy Trail will serve as a greenbelt traveling through the development and will connect the Land Use Planning / Community Park to other green spaces. RBF led the design team of civil Master Planning engineers, architects, pool designers, lake designers, and storm water Sports Park engineers in preparing the site plan. .

Project Manager: Ms. Elizabeth Cobb, VP Shea Properties Developer of Project: Shea Properties

 City of Rancho Santa Margarita B-7 Page 80

Title: Trancas Canyon Park (Malibu, CA) 2008 / 2009 Type of Contract: Public Sector / Fixed Fee Contracting Agency: Tustin Legacy Community Partners, LLC a Partnership of Centex Homes and Shea Properties

Project Description: RBF was retained by the City of Malibu to prepare a Park Master Plan and construction documents for a 13.5-acre site. The park is located in an Feasibility/Opportunity & undeveloped canyon in a residential neighborhood with views to the Constraints Pacific Ocean. The park will include a multi-use turf field, children’s play Entitlement areas, picnic areas with shade structures, a dog park, ADA compliant walkways, parking, and a storage building. RBF prepared three schematic Public Outreach park designs for discussion purposes and facilitated several community workshops to help build design consensus from within the community. Land Use Planning / RBF’s multi-discipline in-house team of design professionals was able to Master Planning provide all of the services requested by the City for this very controversial Sports Park project.

Project Manager: Mr. Bob Stallings Developer of Project: City of Malibu

B-8 City of Rancho Santa Margarita Page 81

Title: Fullerton General Plan Update and EIR Year started and Completed: 2009 / Ongoing Type of Contract: Public Sector Contracting Agency: City of Fullerton Project Description: Feasibility/Opportunity & RBF is working with the City of Fullerton to comprehensively update the

Constraints City’s General Plan and EIR. The updated General Plan will be technically sound and responsive to the community’s values and priorities. The Entitlement General Plan will provide a “blueprint” for growth and development in Fullerton and will include long-range goals, policies, and maps addressing Public Outreach important community topics ranging from the natural environment to Land Use Planning / public health and safety, and from transportation to public participation. Master Planning Sports Park RBF has designed and implemented an extensive community outreach program including promotional materials, a project website, community education, visioning charrettes, open houses, youth activities, interactive workshops and a phone survey. A 15-member General Plan Advisory Committee has also played an active role in the process.

Project Manager: Mr. Bob St. Paul Developer of Project: City of Fullerton

 City of Rancho Santa Margarita B-9 Page 82

Title: Fagan Canyon (Santa Paula, Ventura County, CA) Year started and Completed: 2003 / 2007 Type of Contract: Public Sector Contracting Agency: City of Santa Paula Project Description: Feasibility/Opportunity & City staff support, program management, entitlement processing, Constraints engineering review, and EIR preparation of the 2,500 unit Project in the City of Santa Paula. Approvals included a General Plan Amendment, Entitlement CURB Amendment, Specific Plan/pre-zoning, Development Agreement, Annexation, and EIR preparation. Preparation of public noticing, staff Public Outreach reports, conditions of approval, resolutions, and ordinances for the project Land Use Planning / approval; presentation of a series of joint City Council/Planning Master Planning Commission workshops; primary staff presentations to Planning Sports Park Commission and City Council.

Project Manager: Mr. Cliff Finley Developer of Project: City of Santa Paula

Title: Marblehead Coastal (San Clemente, CA) Year started and Completed: 1999 / ongoing Type of Contract: Private Sector Contracting Agency: Westport Capital Partners LLC

Project Description: RBF provided entitlement and wildlife agency processing services, as well as community participation, site planning, civil, traffic and structural Feasibility/Opportunity & engineering, natural resource inventories, environmental services and Constraints landscape architecture for this 248-acre residential and commercial Entitlement project in the coastal zone. City entitlements included: General Plan Amendment, Specific Plan, Parks and Trails Master Plan, Habitat Public Outreach Management Plan, Landscape Guidelines, Runoff Management Plan, and Water Quality Management Plan. RBF also obtained agency permits to Land Use Planning / implement the Water Quality Plan and Habitat Management Plan Master Planning including: 404 Permit; 401 Certification; 4(d) Interim Take Permit & 1603 Sports Park Streambed Alteration Agreement. A Coastal Development Permit was also processed and approved.

Project Manager: Mr. W. Greg Geiger, Principal Developer of Project: Westport Capital Partners LLC

B-10 City of Rancho Santa Margarita Page 83

Title: Avanti Due Diligence (Southern California) Year started and Completed: 1994 / ongoing Type of Contract: Private Sector Contracting Agency: Avanti Investment Advisors, Inc.

Project Description: RBF has been providing due diligence studies for Avanti Investment Advisors, Inc. since 1994. Avanti is an investment group with exacting

Feasibility/Opportunity & requirements for property purchase, including investigation of access, toxics, infrastructure, ALTA Surveys, entitlement processes, general Constraints plan/zoning requirements, soils, biology, traffic issues, and the cost of Entitlement development. Analysis of each property focuses on the issues unique to the area, such as kangaroo rat fee requirements, railroad access, or Public Outreach wetland issues. Land Use Planning /

Master Planning Sports Park

Project Manager: Mr. Gerald Tennenbaum Developer of Project: various

Title: Fullerton Hughes (Fullerton, CA) Year started and Completed: 2004 / 2008 Type of Contract: Private Sector Contracting Agency: Fullerton Hughes LLC

Project Description: RBF oversaw the amendment to the Amerige Heights Specific Plan to

Feasibility/Opportunity & allow conversion of commercial use to attached residential use within this master planned community. Constraints Entitlement

Public Outreach Land Use Planning /

Master Planning Sports Park

Project Manager: various Developer of Project: Fullerton Hughes LLC

 City of Rancho Santa Margarita B-11 Page 84

Title: Troxler Boulder Springs Due Diligence (Riverside, CA) Year started and Completed: 2004 / 2008 Type of Contract: Public Contracting Agency: Troxler

Project Description: RBF oversaw the amendment to the Amerige Heights Specific Plan to

Feasibility/Opportunity & allow conversion of commercial use to attached residential use within this master planned community. Constraints Entitlement

Public Outreach Land Use Planning /

Master Planning Sports Park

Project Manager: Mr. Nicholas Biro Developer of Project: Troxler

Title: William Morris Talent Agency Relocation (Beverly Hills, CA) Year started and Completed: 2006 / 2010 Type of Contract: Public Sector Contracting Agency: City of Beverly Hills

Project Description: Extension of City staff in the program management, entitlement, condition

Feasibility/Opportunity & of approval and mitigation monitoring and construction coordination of the 208,100 square foot relocation of the William Morris Talent Agency. Constraints Entitlement processing coordination, hearing support (including Entitlement preparation of staff reports and presentations), for a General Plan Amendment, Zone Change/Overlay, Planned Development Permit, Public Outreach Development Agreement, and EIR. Condition and mitigation compliance Land Use Planning / related to the demolition, excavation, and building permitting phases.

Master Planning Sports Park

Project Manager: Mr. Rod Wood (retired City Manager) Developer of Project: George Comfort

B-12 City of Rancho Santa Margarita Page 85

Title: Ponto Beachfront Village Plan (Carlsbad, CA) Year started and Completed: 2007 Type of Contract: Public Sector Contracting Agency: City of Carlsbad

Project Description: RBF provided land planning, environmental planning, traffic planning and

Feasibility/Opportunity & civil engineering services for the approximately 50-acre Ponto Village Constraints Vision Plan, and EIR. Entitlement Land Use Planning: RBF thoroughly researched land use regulations, including general plan, zoning, pertinent regulatory plans, marketing Public Outreach studies, and other documents affecting the Ponto area. Through Land Use Planning / discussions with City staff, property owners, State Park staff, and State Master Planning Coastal Commission staff, RBF developed preliminary alternative land use concepts to achieve the project goals. Sports Park

Community Outreach: RBF facilitated two (2) interactive workshops with the area’s property owners to solicit feedback on the preliminary land use concepts and obtain input for design guidelines, as well as communicate the site constraints and stakeholder agency issues to the property owners.

Engineering Feasibility: RBF analyzed the engineering feasibility and costs to re-align Carlsbad Boulevard and also relocate existing underground utilities (high pressure gas line, sewer force main, and high capacity storm drain) that currently bisect private lands and a portion of the vacated City-owned right-of-way. Project Manager: Ms. Deborah Fountain Developer of Project: City of Carlsbad

 City of Rancho Santa Margarita B-13 Page 86

Title: Hamilton Planning Services – Conversion and Re-Development of Hamilton Army Airfield (Novato, CA) Year started and Completed: 2004 / Ongoing Type of Contract: Public Sector Contracting Agency: City of Novato

Project Description: RBF provided program management and City staff support for the redevelopment of closed Hamilton Army Airfield. RBF supervised the entitlement and development process for the 1,800 acre property Feasibility/Opportunity & including planning and engineering support, condition of approval Constraints compliance and coordination for the City; managing the processing of multiple projects within the Hamilton Master Plan, the Army portion of Entitlement the closed Base, and the Navy Reuse Plan; processing Precise Development Plans and Tentative Maps for eight subdivisions within

Public Outreach Hamilton as well as a hotel and several office projects. Prepared staff Land Use Planning / reports, provided plan check and occupancy inspections for

Master Planning planning/design sign-off.

Sports Park Recent work efforts have included an opportunities and constraints study for a public/private commercial recreational facility within the redevelopment area.

Project Manager: Ms. Mary Neilan (currently with St. Helena) Developer of Project: City of Novato

B-14 City of Rancho Santa Margarita Page 87

Title: Spencer’s Crossing Sports Park (Riverside County, CA) Year started and Completed: 2007 Type of Contract: Private Sector / Fixed Fee Contracting Agency: Valley Wide Recreation and Parks

Project Description: RBF was responsible for the preparation and topographic maps, park concept design, preparation of civil engineering plans, hydrology and

Feasibility/Opportunity & drainage plans, landscape plans, mapping and Water Quality Management Plan, and related improvements for this 12-acre sports park. Constraints

Entitlement The project includes one soccer field, two softball fields (one of them is lighted), children’s play areas, picnic areas, barbeque areas, walking trails, Public Outreach shade pavilions, open play areas, restroom/concession/storage building, Land Use Planning / and off-street parking. Master Planning HEC-1, HEC-RAS, WSPG Sports Park and RCFC & WCD Rational models were used in this project for hydrology storm drain and detention basin design within the tracts comprising this project. RBF was also responsible for the street improvement, wet utilities, parkway landscape and drainage facilities surrounding the park.

Project Manager: Mr. Samuel W. Goepp Developer of Project: Valley Wide Recreation and Parks

 City of Rancho Santa Margarita B-15 Page 88

Title: JP Ranch sports Park (Yucaipa, CA) Year started and Completed: 2007 Type of Contract: Private Sector / Fixed Fee Contracting Agency: Simmons Construction

Project Description: The JP Ranch Sports Park was designed as a City of Yucaipa community sports park and is a 16-acre facility that includes approximately 12 acres Feasibility/Opportunity & of active use and four (4) acres of earthen stream channel. JP Ranch, a Constraints master planned community of 759 single-family homes, is responsible for Entitlement developing the park. The program for the active park includes two baseball fields, a full-sized soccer field, basketball court, restrooms and

concession stand, picnic and BBQ pavilions, play areas, seating, walking Public Outreach trails, and off-street parking for 125 cars. Land Use Planning /

Master Planning This park incorporates and features storm water flow through the park.

Sports Park The storm channel offers a unique opportunity to provide wildlife habitat, hiking trails, and bridges that integrate passive recreation into this

community park.

The landscape architects at RBF were responsible for the conceptual park design. In-house RBF engineers developed concepts for civil engineering, hydrology and drainage, mapping and water quality.

Project Manager: Mr. Samuel W. Goepp Developer of Project: Simmons Construction

B-16 City of Rancho Santa Margarita Page 89

Title: Marblehead Coastal Public Parks (San Clemente, CA) Year started and Completed: 2007 Type of Contract: Private Sector / Fixed Fee Contracting Agency: Westport Capital Partners, LLC

Project Description: RBF prepared the Tentative Tract Map and commercial and residential site plans for Coastal Commission approval to allow development of the

Feasibility/Opportunity & Marblehead Coastal Property in the City of San Clemente. The 248-acre site included design services for the preparation of a Park Master Plan, Constraints construction documents, and technical specifications for five (5) public Entitlement parks. The parks include an active 10-acre Sports Park, Pico Park, a neighborhood park, a private passive park and a nature park totaling Public Outreach more than 12 acres. The parks will accommodate a variety of amenities, Land Use Planning / such as active artificial turf play fields, passive turf areas, basketball courts, Master Planning playgrounds, picnic tables, benches, walkways, bicycle paths, interpretive signage and viewpoints, parking, and restroom/storage buildings. In Sports Park addition, over four (4) miles of off street trails that include hiking, biking and vary from ADA accessible paths to steep routes haven been sited. The public trails include vista points with spectacular ocean views and accompany environmental interpretive signage has been designed. Trails and parks provide a diversity of recreational opportunities that were previously unavailable or inaccessible. Plant materials that are native to coastal, Orange County were used throughout the site.

Project Manager: Mr. W. Greg Gieger, Principal Developer of Project: Westport Capital Partners, LLC

 City of Rancho Santa Margarita B-17 Page 90

Title: Beyer Community Park General Development Plan (San Diego, CA) Year started and Completed: 2007 Type of Contract: Public Sector / Fixed Fee Contracting Agency: City of San Diego

Project Description: RBF was retained by the City of San Diego to prepare a general development plan for the 43-acre Beyer Community Sports Park site in

Feasibility/Opportunity & the San Ysidro area of the City of San Diego. RBF was the prime consultant responsible for managing and leading a design team that Constraints includes landscape architects, architects, civil engineers, biologists, Entitlement geotechnical engineers, and others, in the design and development of this community sports park. The park will include soccer fields, ball fields, Public Outreach restroom structures, enhanced and restored environmentally sensitive Land Use Planning / areas, walking paths, interpretive areas and signage, viewing areas, Master Planning covered picnic areas, benches, parking lots and an access road. The site is characterized by a deep river canyon, steep hilly terrain and spectacular Sports Park views of Mexico, the Mexican Coronado Islands, the downtown San Diego skyline, San Diego Bay and Point Loma. RBF prepared the preliminary designs for the park site based on environmental, cultural and geotechnical studies and a community outreach and participation program.

Project Manager: Mr. Clark Ritter Developer of Project: City of San Diego

B-18 City of Rancho Santa Margarita Page 91

Title: Garrett Sports Park (Riverside County, CA) Year started and Completed: 2005 Type of Contract: Private Sector / Fixed Fee Contracting Agency: The Garrett Group, LLC

Project Description: RBF was the project landscape architect and civil engineer responsible for preparing the Park Master Plan for the development of the 52-acre

Feasibility/Opportunity & Garrett Sports Park in Riverside County. RBF prepared a number of land use alternatives that included the sports park, and an adjacent cemetery Constraints and RV storage area, and several conceptual site plan alternatives and Entitlement cost estimates for the construction of the region serving sports park. The park program included four (4) full size lighted soccer fields, three (3) Public Outreach lighted ball diamonds, a gymnasium and office complex, a significant Land Use Planning / playground facility, parking for several hundred cars, concession stand, Master Planning batting cage, basketball courts, picnic areas and trails. The project was designed to fit on a hilly site, incorporated panoramic views of the Sports Park Temecula valley and was developed around the theme of the Temecula wine country.

Project Manager: Mr. Kirk Wright Developer of Project: The Garrett Group, LLC

Title: Santa Paula Citywide Visioning Project (Santa Paula, CA) Year started and Completed: 2004 Type of Contract: Public Sector Contracting Agency: City of Santa Paula

Project Description: RBF Consulting’s Urban Design Studio worked with the diverse community of Santa Paula to conduct a Citywide Visioning process and Feasibility/Opportunity & prepare a vision plan. The bilingual process included working closely Constraints with a community-based steering committee and organizing numerous Entitlement creative participation opportunities, including: a youth logo contest, visioning block parties, a community-wide visioning festival, a speakers

bureau, and a project website. The resulting vision plan and bilingual Public Outreach poster, rooted in community values and desires, will be used to guide Land Use Planning / future community decisions and actions through both words and Master Planning illustrations. Sports Park

Project Manager: Mr. Wally Bobkiewicz (formerly Santa Paula City Manager) Developer of Project: City of Santa Paula

 City of Rancho Santa Margarita B-19 Page 92

Title: Big League Dreams Sports Park (Chino Hills, CA) Year started and Completed: 2004 Type of Contract: Public Sector / Fixed Fee Contracting Agency: City of Chino Hills

Project Description: RBF provided construction and project management services for this $16 million project for the City of Chino Hills. The project consists of the Feasibility/Opportunity & construction of six (6) lighted major league replica stadium softball fields, Constraints a multipurpose fabric structure, two (2) Stadium Club restaurants, Entitlement restrooms, batting cage complex, administration and corporate office buildings, maintenance building and yard, four (4) sand volleyball courts,

children's play area, roller hockey rink, skate board park, group picnic Public Outreach facilities, and associated parking and site amenities. Land Use Planning /

Master Planning Phase 2 will include 16 full-sized soccer fields, another Stadium Club Sports Park restaurant, and possibly tennis courts on 105 acres. RBF’s work efforts included: bid/award services; constructability review; pre-construction

meeting and minutes; contract administration; review of daily inspection reports; weekly statement of working day reports; processing of submittals, change orders, and progress payments; conduction of weekly progress meetings; monitoring the contractor's schedule; and coordinating the utility work.

Project Manager: Mr. Mike Fleager, City Manager Developer of Project: City of Chino Hills

B-20 City of Rancho Santa Margarita Page 93

Title: Sports Fields at the San Diego Jewish Academy (San Diego, CA) 2004 Type of Contract: Private Sector / Fixed Fee Contracting Agency: San Diego Jewish Academy

Project Description: RBF provided land use and site planning for this 40-acre private K-12 campus and sports field expansion in Carmel Valley. Services included Feasibility/Opportunity & physical site design (grading and conceptual development plan) and Constraints preparing and processing of discretional permits, a coastal development Entitlement permit, rezone, environmental permits and habitat preservation boundary adjustment. Special design issues included preservation of sensitive Public Outreach hillside and coastal bluff terrain and avoidance of sensitive wetlands.

Land Use Planning / RBF also prepared a landscape concept plan to add a varsity baseball Master Planning field, multi-use baseball field and soccer field, tennis courts, a new Sports Park gymnasium, and parking for this private K-12 campus in Carmel Valley, San Diego. Design issues included extensive grading in sensitive hillside and coastal bluff terrain, screening large retaining walls, and selecting plants that will blend with the existing coastal sage scrub habitat. The baseball fields include dugout, bleachers, lights, and an electronic scoreboard and was built to City of San Diego and California Interscholastic Federation (CIF) standards to allow games to qualify for state tournaments.

Project Manager: Mr. Larry Acheatel, Executive Director Developer of Project: San Diego Jewish Academy

 City of Rancho Santa Margarita B-21 Page 94

Title: Kohl Distribution Center Due Diligence (San Bernardino, CA) Year started and Completed: 2003 / Type of Contract: Private Sector Contracting Agency: Kohl’s Department Stores

Project Description: RBF prepared a site analysis, entitlement plans, processing, and civil engineer

Feasibility/Opportunity & improvement plans for a 650,000 sq. ft. distribution center on 80 acres that Constraints serves the Kohl’s department stores in Entitlement the Southern California area and the Southwest U.S. The site is located in the Public Outreach redevelopment area surrounding the San Land Use Planning / Bernardino International Airport

Master Planning (formerly Norton Air Force Base). Sports Park

Project Manager: Mr. Fred Spelshaus Developer of Project: Kohl’s Department Stores

ADDITIONAL INFORMATION ABOUT RBF CONSULTING:

RBF Consulting has completed previous projects as set forth in the project contracts.

The following RBF Consulting executives hold an interest of 10% or greater in the firm:

Stockholder Percent of Interest

S. Bob Kallenbaugh 11.282%

James McDonald 11.282%

Michael Burke 10.621%

RBF Consulting does not have a financial interest in other lines of business.

B-22 City of Rancho Santa Margarita Page 95

SUBCONSULTANT PROFILE Company Name: Robert Charles Lesser & Co. (RCLCO) Services Offered: Financial Analysis and Strategic Business Plan ROBERT CHARLES LESSER & Year Founded: 1967 COMPANY (RCLCO) Contact Person: Robert Gardner, Managing Director RCLCO has over 40 years of experience as 310.203.3029 the largest independent real estate advisory [email protected] firm in the nation and in international Office Address and 1880 Century Park East, Suite 250 markets. They provide real estate solutions Telephone Number: Los Angeles, CA 90067 on everything from entity, portfolio, and asset Ph: 310.914.1800 strategy to market research, product Fax: 310.914.1810 programming, financial sourcing, deal structuring, and ultimate development. Their success lies in their unique ability to apply the insights and experience gained over 40 years and thousands of projects to all real estate product types, across a variety of geographies. Their extensive network of clients, colleagues, professionals, and public officials, in the United States and abroad, provide a unique and comprehensive outlook on the industry and access to professionals in real estate.

Since they formed in 1967, they have governed by core values: excellence, integrity, honesty, respect, exceeding expectations, and quality. These values shape the culture and define the character of RCLCO.

END-TO-END REAL ESTATE SOLUTIONS Strategy Feasibility • Corporate • Market Demand Analysis • Portfolio • Financial Optimization • Asset • Fiscal & Economic Impact • Green & Carbon Minimizing • Consumer Research • Product Segmentation, Positioning & Pricing Transaction Implementation • Valuation Services • Securing Entitlements • Public / Private Partnerships • Project Team Formation • Structured Finance (Public & Private) • Development Concept & Design • Mergers & Acquisitions • Stakeholder Engagement • Capital Formation • Project Management • Dispositions • Owner Representation • Work-out & Restructuring • Portfolio & Asset Management

 City of Rancho Santa Margarita B-23 Page 96

RCLCO EXPERTISE

RCLCO’s explores the best practices and emerging trends in residential, commercial, retail, resort, industrial, and mixed-use development in a variety of geographic settings and challenging circumstances. Often, specific market questions emerge that require a unique mix of real estate and consumer research expertise in the formation of product programming recommendations—density, market orientation, absorption, pricing, and amenities / features. RCLCO is an integral part of the RBF Team. They are committed to the successful implementation of actionable strategies that they recommend.

Residential Retail • Master-Planned Communities • Lifestyle / Entertainment Centers • Apartments & Condominiums • Neighborhood Centers • Single-Family Homes & Townhomes • Regional / Super Regional Malls • Active Adult Communities • Assisted Living, Continuing Care Resort Retirement Communities • Conference / Convention Hotels • Second-Home Communities • Beach, Mountain, & Lake Resorts • Affordable / Workforce Housing • Casinos & Marinas • Conservation Communities Other • Transit-Oriented Development Office / Industrial / Campus • Mixed-Use Development • Office Parks • Adaptive Reuse • R&D / Industrial Facilities • Brownfield Redevelopment • University / Medical Campuses • Urban and Corridor Revitalization

PROJECT EXPERIENCE IN THE LAST FIVE YEARS

Title: Strategic Planning – Undeveloped Land, Del Amo Fashion Center (Torrance, CA) Year started and Completed: 2005 / 2008 Type of Contract: Private Contracting Agency: SunCal (now Shapell Industries)

Project Description: RCLCO provided SunCal Companies (“SunCal”) with an estimation of achievable improved land values based on market-driven conclusions and financial analysis for internal strategic purposes, leading to highest-and- best use development directions for 16 acres of land located in Torrance. The land asset in question occupied a surface parking lot near the Del Amo Fashion Center, specifically the mall’s new open-air lifestyle center. The four candidate land uses include general office, medical office, assisted living housing, and hospitality. Project Manager: Teresa Sousa Developer of Project: SunCal (now Shapell Industries)

B-24 City of Rancho Santa Margarita Page 97

Title: Strategic Planning – University Village, University of Southern California (Los Angeles, CA) | Market and Financial Feasibility Year started and Completed: 2009 Type of Contract: Private Contracting Agency: University of Southern California

Project Description: RCLCO is part of the planning team working with USC to develop a mixed-use University Village (town center) on a 35-acre site located immediately north of the major campus. Current plans envision a combination of commercial, residential and academic uses (possibly one million square feet in total). RCLCO conducted market and financial feasibility testing, and consumer research in 2009 for USC. Project Manager: Kristina Raspe Developer of Project: Real Estate and Asset Management / USC

ADDITIONAL PROJECT EXPERIENCE:

CITY OF ANAHEIM | The City retained RCLCO to formulate an economic development strategic plan for a selected subarea of the city. The analysis leading to the definition of short- and long-term development opportunities involved an understanding of regional conditions and trends as well as local competitive advantages and historical patterns. Year completed: 2001

CALIFORNIA STATE UNIVERSITY, LONG BEACH | RCLCO conducted a market and financial feasibility evaluation of conceptual development plans for the 22-acre Bellflower Tract, located at the western edge of the campus at the intersection of Bellflower Boulevard and State University Drive. At this time, the University is seeking to generate a future income stream through ground leasing of development rights for the 22-acre Bellflower Tract. The RCLCO analyses were used to modify the development plan, provide a market supplement for inclusion in the request for developer prospectus, and estimate the land value associated with the proposed development. Year completed: 1998.

MCAS EL TORO MASTER DEVELOPMENT PROGRAM/COUNTY OF ORANGE | RCLCO is part of a planning team to evaluate the reuse opportunities of Marine Core Air Station (MCAS) in El Toro. RCLCO's role will be to test the feasibility and impact of various land uses including an international airport. Our fundamental challenge is to provide a plan that stimulates economic recovery and creates jobs. Ultimately, RCLCO will help to formulate a visionary and creative development plan that will incorporate the community's concerns. Year completed: 1998

CITY OF SANTA FE | Analysis of market development opportunities and financing scenarios for the purpose of determining the feasibility of acquiring 35 acres of Santa Fe Railroad property in downtown Santa Fe. Acquisition prices were determined for three development scenarios, with each scenario having a greater intensity of land uses. The results of this analysis facilitated a city review of the property and the involved land use planning issues. Year completed: 1997.

CITY OF LA QUINTA | Preparation of market research and development strategy planning inputs to the larger Economic Development Strategic Plan directed by Rosenow Spevacek Group, Inc. Rather than react to developer proposals, the City wished to determine and encourage in the future those economic

 City of Rancho Santa Margarita B-25 Page 98

development activities that are feasible from a market standpoint and yet are fiscally "profitable." Year completed: 1996.

CALIFORNIA STATE UNIVERSITY, NORTHRIDGE | RCLCO conducted a market analysis for a 16- acre project in an older neighborhood near the university. Development of the project is currently proceeding. Year completed: 1995

COUNTY OF LOS ANGELES DEPARTMENT OF BEACHES AND HARBORS | The County of Los Angeles was forming an agreement with Maguire-Thomas Partners (MTP) regarding development of the 141-acre Playa Vista Parcel A property. The agreement would allow MTP access to the existing Marina del Rey main channel in exchange for MTP development of a 350-slip public marina which would be dedicated to the County and a $25 million value enhancement obligation to be paid to the County. RCLCO provided the market absorption and pricing analyses of the proposed development program for Parcel A (2,576 residential units, 450 hotel rooms, and 200,000 square feet of commercial office and retail). The analyses prepared by RCLCO were instrumental in the formation of the agreement between the County and MTP. Year completed: 1995.

CITY OF PALMDALE | A market absorption study for Ritter Ranch, a 10,600-acre, 5,200-unit master- planned community on the southwestern periphery of Palmdale. RCLCO conducted an economic and market analysis to determine the pricing structure and absorption potential of the proposed community in support of a facilities district bond issuance. Year completed: 1992.

CITY OF NORWALK | An evaluation of Norwalk's economic development potential was prepared in order to assist this city in understanding real estate market dynamics that were affecting commercial development opportunities in the civic center area. This analysis required an assessment of regional growth, consumer testing and primary market research regarding the office market. Year completed: 1989.

B-26 City of Rancho Santa Margarita Page 99

SUBCONSULTANT PROFILE Company Name: Metropolitan Research + Economics (MR+E) Services Offered: Financial Analysis and Strategic Business METROPOLITAN RESEARCH + Plan / Sports Parks ECONOMICS (MR+E) Contact Person: David Bergman, AICP, Principal Metropolitan Research and Economics Office Address and 3308 Helms (MR+E) is a Los Angeles based consulting Telephone Number: Culver City, CA 90232 firm concentrating in economic analysis 310.991.9585 related to urban planning, real estate and economic development. MR+E has completed assignments throughout the United States and internationally with a particular focus on California communities. The firm has worked in a broad variety of contexts from small towns and rural areas to major metropolitan centers.

Our staff’s 20+ years of experience spans topics ranging from downtowns, redevelopment, adaptive reuse zoning and entitlements, transportation, tourism, parks, public facilities, impact analysis, development policy, public-private partnerships, and community revitalization.

MR+E has provided economic inputs to a wide array of differing community plans, including general plans, specific plans, environmental impact reports and annexations and subdivisions. Our experience with California communities allows us to have special insights in to the planning and development process in the state. This combined with our successful track record with projects throughout the United States as well as internationally allows us to provide the most effective planning services to our clients.

Advisory services related to public-private partnerships are one of our core competencies. We help clients evaluate the economic implications of alternative development approaches, negotiate and structure innovative agreements, and create achievable plans that add value to both the private and public sectors.

SERVICES Market Analysis Plan Implementation Programs Financial Feasibility Developer Recruitment Impacts Analysis Financing Strategy Development Programming Tax Revenue Forecasts Community Redevelopment Community Outreach Strategies Master Plan Development

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EXAMPLE PROJECTS

• 2009: 3rd St. Corridor Specific Plan-Gold Line Extension, Client: Los Angeles County. • 2009: Ventura Harbor Specific Plan, Ventura California, Client: Ventura Harbor Commission. • 2009: University Park Specific Plan Update, Los Angeles, California. Client: University of Southern California. • 2008: Santa Ana Renaissance Plan, Santa Ana California. Client: City of Santa Ana. Market evaluation of downtown redevelopment plan. Forecast of market demand for non residential and uses and evaluation of development capacity • 2005: Big League Dreams Sports Park, West Covina California, Client: City of West Covina. • 2004: Route 66 Cruising' Hall of Fame Museum, San Bernardino, California. Client: San Bernardino Convention and Visitors Bureau. • 2002: Market Analysis for Sports Events and Multi-Purpose Facility Use, Phoenix, Arizona. Client: International Facilities Group. • 2002: Impacts of the L.A. Sports and Entertainment District, Los Angeles, California. Client: LA Arena Co. • 2001: Economic Analysis of National Training Center, Los Angeles, California. Client: Anschutz Entertainment Group. • 2001: Rancho Los Cerritos Master Plan, Long Beach, California. Client: City of Long Beach Department of Parks Beaches and Marinas with Rancho Los Cerritos Foundation. • 2000: Dana Point Harbor Lease Analysis, Dana Point California. Client: Orange County Department of Parks. • 1998: City Parks Master Plan, San Marcos California, Client: City of San Marcos • 1995: Open Space Plan, City of Carlsbad California.

Descriptions of the projects listed above are provided in Mr. Bergman’s resume (Section C, pg. C-29).

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SUBCONSULTANT PROFILE Company Name: Harmsworth Associates (HWA) HARMSWORTH ASSOCIATES (HWA) Services Offered: Environmental Resources HWA is a team of highly qualified Year Founded: 1984 environmental consultants experienced in the Contact Person: Rodney V. Harmsworth, Ph.D. fields of environmental resource analysis and Principal assessment. The firm has been located in [email protected] Orange County since 1984 and specializes in: Office Address and 29 Vacaville Telephone Number: Irvine, CA 92602 Biological Resources Surveys and Anslysis Ph: 714.389.9527 Environmental Permitting Fax: 714.389.9534 Environmental Documents Mitigation Monitoring and Compliance Habitat Restoration

They specialize in habitat restoration of wetlands and streambeds, riparian and aquatic systems.

Harmsworth Associates staff is flexible and innovative and has experience working with Rancho Mission Viejo, Irvine Ranch Water District, the Nature Reserve of Orange County, The Irvine Company, The Nature Conservancy, and Transportation Corridor Agencies. Currently, they are providing:

• Biological and NCCP compliance and implementation for Corps/CDFG permitting to Irvine Ranch Water District, • Nesting bird surveys and tree-trimming monitoring to City of Irvine, • Exotic weed control for the Nature Reserve of Orange County.

HWA has extensive experience working in southern California. Previous and current clients include the Rancho Mission Viejo, Irvine Ranch Water District, the Nature Reserve of Orange County, The

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Irvine Company, The Nature Conservancy, Transportation Corridor Agencies, and others. Many of these projects have included conducting biological assessments, focused surveys, assessment of impacts to biological resources, construction monitoring and co-ordination with wildlife agencies and; also permitting/agency co-ordination for wetlands/streambeds.

HWA has extensive experience with all aspects of biological compliance, including; • Habitat assessment and focused surveys for T/E species and other sensitive species and habitats, • Biological technical studies for proposed developments and projects, • Biological technical studies for proposed developments and projects in the NCCP Plan area, both within and outside the NCCP Reserve, • Construction monitoring in compliance with permit requirements and city/county requirements, • Determination of impacts to biological resources, • Mitigation for impacts, including habitat restoration, • Co-ordination and approvals from USFWS, CDFG, cities/counties and other agencies, • Construction monitoring in compliance with the NCCP construction minimization measures (Pursuant to NCCP Mitigation Monitoring Program §10.1, items 1 through 6), • Co-ordination and approvals from Nature Reserve of Orange County, USFWS and CDFG. • Wetland delineations and 404/1600 permitting, • Co-ordination and permit approvals from Corps and CDFG.

EXAMPLE PROJECTS

Title: Upper Chiquita Canyon Mitigation / SR-241 Extension (Orange County, CA) Year started and Completed: 2010 Type of Contract: Public Sector Contracting Agency: Transportation Corridor Authority (TCA) / RBF Consulting

Project Description: RBF Consulting is provided water quality, regulatory, mitigation and design support for the SR-241 Toll Road extension project. HWA is providing biological resources for opportunities of restoration to the canyon. Project Manager: Ms. Valerie McFall / Mr. Scott Taylor Developer of Project: TCA

Title: Chiquita Ridge Vernal Pool Monitoring Year started and Completed: March 2007 - Ongoing Type of Contract: Private Sector Contracting Agency: Rancho Mission Viejo Land Trust

Project Description: HWA conducted annual monitoring of 3 vernal pools located along Chiquita Ridge, just south of Rancho Santa Margarita, adjacent Antonio Parkway. Pools support both San Diego and Riverside fairy shrimps and eight species of vernal pool specialist plant species. Project Manager: Ms. Laura Coley Eisenberg Developer of Project: Rancho Mission Viejo Land Trust

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Title: Upper Chiquita Canyon Conservation Easement Resource Management Plan and Biological Resource Monitoring (Orange County, CA) Year started and Completed: March 1997 - December 2008 Type of Contract: Public Sector Contracting Agency: Transportation Corridor Authority (TCA) of Orange County

Project Description: HWA prepared a Resource Management Plan for the Conservation Easement, located within the city of Rancho Santa Margarita boundaries. Implemented the biological aspects of this plan over a 10-year period. Biological surveys conducted throughout the 1,500-acre easement included vegetation mapping, focused rare plant surveys, bi-annual California gnatcatcher and coastal cactus wren surveys, vegetation monitoring surveys to guide management and weed control actions and general plant and wildlife monitoring. Project Manager: Ms. Valerie McFall Developer of Project: TCA

Title: Ladera Open Space Conservation Easement Interim Resource Management Plan and Biological Resource Monitoring Year started and Completed: August 2002 – May 2003 Type of Contract: Private Sector Contracting Agency: Rancho Mission Viejo Land Trust

Project Description: HWA developed a resource management plan for the 1,600-acre Ladera Open Space Conservation Easement, located just south of Rancho Santa Margarita, adjacent Antonio Parkway. The plan included a description of the existing environment, an administrative and financial program and plans to manage access, fire, agricultural activities, pest and weed control, restoration and biological monitoring. The area will eventually be included in the southern Orange County Natural Community Conservation Program. Project Manager: Ms. Laura Coley Eisenberg Developer of Project: Rancho Mission Viejo Land Trust

Title: Biological Resource Surveys for Coto de Caza Year started and Completed: February 1998 – December 1998 Type of Contract: Private Sector Contracting Agency: Lennar Homes

Project Description: HWA conducted vegetation surveys and mapping, focused California gnatcatcher and cactus wren surveys in the 550 acres of undeveloped land in Coto de Caza, as part of biological impact study for EIR. Coto de Caza south ranch development. Project Manager: Mr. Tom Lee Developer of Project: Lennar Homes

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B-32 City of Rancho Santa Margarita Section C Resumes and Qualifications of Personnel Page 105 Section C: Resumes and Qualifications of Personnel of Qualifications and Resumes C: Section Page 106

C. RESUMES AND QUALIFICATIONS OF PERSONNEL

PROJECT MANAGEMENT SERVICES (RFP AS 031510)

C. RESUMES AND QUALIFICATIONS OF PERSONNEL

CORE TEAM RBF has selected a team highly qualified professionals for this project. Gary Armstrong also has the expertise of a wide range of professionals at RBF to assist the City of Rancho Santa Margarita. Often, the complex issues of land development projects require a multi-discipline approach to find the best solution. The Community Outreach program will also be critical to the success of the project. Our core team is listed below and resumes begin on page C-3:

Gary Armstrong, AICP - Project Manager | Construction Liaison John Kelterer – Public Private Partnership / Development Liaison Margit Allen, AICP – Opportunities and Constraints / Feasibility Report Susan J. Harden, AICP, CMSM, LEED AP, CNU-A – Preliminary Community Outreach and Public Education Margaret Bulat – Preliminary Community Outreach and Public Education | Site Master Plan Process Terryn O’Brien, CPSM – Preliminary Community Outreach and Public Education / Public Relations John Andrew, RLA – Site Master Plan Process / Landscape Architecture Jeremy Franzini, RLA – Site Master Plan Process / Landscape Architecture Rick Carrell, PE, LEED AP – Engineering Constraints / Hillside Design Harry F. Shore – Engineering Constraints | Site Master Plan Process / Hillside Design Mike Erickson, PE – Engineering Constraints / Transportation Planning Jerome Ruddins, RCI – Construction Liaison / Construction Management

RBF has established relationships with the following subconsultants, who are part of our team, from many years working together on projects.

Subconsultants: Robert Charles Lesser & Company (RCLCO) | Financial Analysis and Strategic Business Plan

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Metropolitan Research and Economics (MR+E) | Financial Analysis and Strategic Business Plan / Sports Park

RBF’s relationship with David Bergman spans many projects including specific plans, master plans, redevelopment plans including Perris Specific Plan and Brawley and Antelope Valley Compass Blueprint Projects through Southern California Association of Governments.

Harmsworth Associates (HWA) | Environmental Reconnaissance; Biology, Restoration Ecology, Botany

RBF and Harmsworth have developed a synergistic relationship through creative problem solving over the last 20 years. RBF's depth of resources, coupled with Harmsworth biologists, allow for an effective approach to development projects, especially for those located within the County of Orange where each firm is headquartered. The RBF-HWA Team is currently providing the County of Orange with on-call environmental and regulatory services for a total contract amount of $1 million.

RBF Consulting will have the support of in-house personnel within the Irvine office:

Out of a total of 280 staff in our Irvine office, the core team includes 10 professionals with a potential of 61 additional staff available to provide support services to this project as the need should arise.

Staff Type Number

CADD Technician 17

GIS Specialist 5

Land Surveyor / Mapper 15

Media Arts 2

Water Resources Engineer 22

61

If the City would like the delineation of the staff, who will be consulted during this project, RBF will gladly provide the names upon request.

C-2 City of Rancho Santa Margarita Page 108

NAME: GARY ARMSTRONG, AICP | RBF POSITION: PROJECT MANAGER CONSTRUCTION LIAISON

EDUCATION: B.A., 1977, Environmental Studies and Environmental Biology, University of California, Santa Barbara Certificate, 1986, Light Construction and Development Management, University of California, Irvine

SUMMARY OF EXPERIENCE: Background: Gary joined RBF Consulting in 1979 and immediately became involved in the entitlement, planning and project coordination of master planned communities. Starting with The Lusk Company, and their project throughout Southern California, Gary worked directly with Lusk senior management to design, entitle, and develop such projects as Marblehead in San Clemente; Ridgemoor in Rowland Heights; Carlton Square in Inglewood; and a host of others.

Gary has attended countless public meetings and has the ability to discuss sometimes volatile issues in a professional manner. He has also served as an expert witness and as a Referee in a Land Use Partition Action for the Superior Court. He has been involved in the highest levels of his client property acquisition, development agreements, impact fees, and other details of master planned communities. He is reliable and responsive to his clients

Prior to RBF he worked for the California Department of Fish and Game.

Projects: 2003-Ongoing: Legacy Park: Currently, Gary is leading the design and entitlement effort for Legacy Park on the former Marine Air Station Property with Shea Properties and the City of Tustin. As Principal in Charge of the RBF Team, he coordinates planning, landscape architecture, traffic and transportation, and civil engineering components of the job. Legacy Park is a complex project involving the military/federal government, Tustin Legacy Community Partners, and the City of Tustin as owners through the BRAC (Base Realignment and Closure) process.

RBF often works in varying capacities as a team member with other planning, engineering, and architectural teams. We quite often coordinate the efforts of many team members. On Tustin Legacy for instance, two engineers, five architects, and several landscape architectural firms work together. The client relies on RBF to maintain communication and coordination of the various players and evolving design.

1992-Ongoing: Pardee Homes: Serving as RBF’s Project Manager for over 18 years for Pardee Homes, master planned communities has been his priority. Pardee developed communities in Camarillo, Moorpark, Santa Clarita, and the Inland Empire, to name a few. Gary prepared the due diligence investigations for Pardee’s current holdings in Banning and Beaumont totaling 2,000 acres. In each case, Gary was instrumental in the coordination of the planning design, entitlement, subconsultants, schedule and budget for these projects.

1989-1995: Otay Ranch: Gary served as project manager on the 23,000 acre Otay Ranch. He led a team of consultants in preparing and processing a General Development Plan and assisted entitlements for a multi-jurisdictional agency including the County of San Diego and City of Chula Vista. He managed the RBF San Diego office during this time and coordinated a successful merger with another firm. He has opened offices and run operations in Northern California and Ventura County.

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PROFESSIONAL MEMBERSHIPS: Member, American Institute of Certified Planners Member, American Planning Association Member, Association of Environmental Professionals Member, Home Builders Council Member, Building Industry Association REGISTRATION: 1986, American Institute of Certified Planners, 5279

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NAME: JOHN C. KELTERER, JR. | RBF POSITION: PUBLIC PRIVATE PARTNERSHIP / DEVELOPMENT LIAISON

EDUCATION: M.B.A., University of San Francisco Bachelor of Science and Commerce, Santa Clara University Executive Financial Management Course, Stanford University

SUMMARY OF EXPERIENCE:

2008: Mr. Kelterer joined and founded RBF’s Asset Management Group.

2004: Mr. Kelterer was also a Principal of Mandalay Bay Partners, L.L.C., a development entity formed to develop 136 acres of agricultural property located adjacent to Channel Islands Harbor in Ventura County, California. Full entitlements of this project were completed in 2004, including California Coastal Commission approval. It is a waterfront oriented planned community of 708 residential units, 20 acres of commercial development, and channel improvements to accommodate in excess of 500 boat slips. In all there are over 60 acres of visitor serving commercial and open space. This project was sold to D.R. Horton in April 2004.

1995 – 2003: Prior to that he founded Benchmark Development Company a successor company to RSM Management, where he served as its President and CEO since its inception in 1995. Benchmark was the Master Developer of a 5,000-acre master planned community known as Rancho Santa Margarita located in South Orange County, California. Rancho Santa Margarita had in excess of 15,500 residential units, 7.5 million square feet of commercial, industrial and retail space, and numerous parks, walking trails, and recreational amenities. Mr. Kelterer originally financed the project in 1985, while at Merrill Lynch, and was asked by the institutional investors (Copley Real Estate Advisors on behalf of New England Mutual Life and Harvard Capital) to return to the project in 1995 to finish the buildout. At the time the project was severely over-financed, sales had dwindled to a few, and other serious problems existed, which caused the investors to take the project back. Since that time, in excess of $135 million in debt was repaid; public financial instruments were restructured; illiquid partnerships were terminated; overhead was cut to manageable levels; adjustments (including re-entitlements) were made to the business plan to increase revenue; and assets were sold in an orderly manner. When the project concluded in the year 2003 the investors received in excess of $100 million in net distributions. These distributions were after the payoff of all debt as well as the complete return of capital and preferences.

Mr. Kelterer also served as a development consultant and advisor on four planned communities in Northern and Southern California. He worked with the Chapman Family in the planning and structuring of Chapman Heights, a 2,000-acre planned community in Yucaipa, California. He also served as an advisor to Teichert Construction and Pacific Coast Building Products with respect to their ownership interests in Serrano at El Dorado and The Parkway in Folsom, California. Mr. Kelterer also represented Phoenix Capital Partners in the liquidation of their partnership interest in the planned community of Rio Vista in Cathedral City, California.

1976 – 1981: Mr. Kelterer’s background includes serving as Executive Director of Merrill Lynch Private Capital, a merchant and investment banking arm of Merrill Lynch Capital Resources. Mr. Kelterer spent 16 years at Wells Fargo Bank where, as Senior Vice President, he founded the Southern California Division of the bank’s Real Estate Industries Group. The Southern California Division grew to generate in excess of $2 billion in annual financing from 1976 to 1981 throughout four offices and a staff of

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approximately 125 people. Mr. Kelterer ultimately became Deputy Group Head where he had responsibility for the management of the entire statewide group with annual financings in excess of $4 billion.

PROFESSIONAL MEMBERSHIPS: Member, ULI Member NAIOP Advisory Board, University of California, Irvine, Business School

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NAME: MARGIT ALLEN, AICP | RBF POSITION: OPPORTUNITIES AND CONSTRAINTS / FEASIBILITY REPORT SITE MASTER PLAN PROCESS / ENTITLEMENT

EDUCATION: M.L.A., 1987, Landscape Architecture, California State Polytechnic University, Pomona B.A., 1980, Biology, University of California, San Diego

SUMMARY OF EXPERIENCE: Background: Ms. Allen has a wide range of planning experience encompassing a broad array of planning projects including Specific Plans, Military Reuse Plans, General Plans, Design Guidelines, Development Feasibility Analysis, and Entitlement processing.

Ms. Allen’s planning experience includes management of numerous Specific Plan and other land use planning and entitlement efforts for both the public and private sector, as well as management into the construction phases. Ms. Allen possesses a background in Policy Planning, Landscape Architecture, Current Planning and Land Planning. She has extensive experience providing planning services as an extension of public agency staff. Her responsibilities have included the review and management of policy planning projects, and review of development submittals for adequacy and compliance with adopted codes and regulatory documents, management and preparation of staff reports, presentation to policy makers, and development of conditions of approval.

Projects: 2003–Ongoing: Legacy Park / Tustin Legacy Planning Services (Tustin, CA) - Ms. Allen was involved in the proposal process for the selection of a Master Developer for MCAS Tustin. She was involved in initial visioning and policy planning consultation for the Tustin Legacy Community Partners team, and after selection by the City has been involved in identification of required Amendments to the MCAS Tustin Specific Plan/Reuse Plan as part of a City/Developer subcommittee. Ms. Allen is currently working with TLCP on the concept plan and tentative tract map submittals for the three neighborhoods in Legacy Park/Tustin Legacy.

2008-Ongoing: First & Cabrillo/Cabrillo Towers, Santa Ana Metro Overlay (Santa Ana, CA) – Ms Allen provided entitlement processing for this pair of 23 story high rise condominium towers in the eastern portion of Santa Ana for CPH. Processing included coordination with the City on the Metro East Mixed Use Overlay, which was approved as a city project concurrently with the development project, review and comment on the two-volume EIR analyzing the overlay and the project, coordination with City staff, issue resolution, and condition of approval review. The MEMU Overlay allows for residential uses in the predominantly commercial/Office area of Santa Ana.

2008: College Park Specific Plan (Chino, CA) - Ms. Allen managed the production of the College Park Specific Plan for Sun Cal. This Specific Plan encompasses approximately 710 acres and 2,500 dwelling units on the former State correctional facility property on the City’s southern boundary. The planning effort included a General Plan Amendment to reflect the proposed urban uses and preparation of a Specific Plan.

2007-2008: City of Beverly Hills 9900 Wilshire Compliance Monitoring (Beverly Hills, Los Angeles County, CA) - Ms. Allen is recently serving as extension of staff in the construction and environmental monitoring of the 9900 Wishire project, a project that includes two condominium towers and a linear

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park. The project, located near the intersection of Wilshire Boulevard and Santa Monica Boulevard, includes the demolition of a vacant Robinson’s May building and associated parking structures in close proximity to an elementary school. Ms. Allen and the RBF team are responsible for monitoring the demolition and construction phases for the City; implementing a program of vibration, air quality and noise monitoring; and interfacing with the school board and local community.

2007-2008: Troxler Boulder Springs Due Diligence (Riverside, CA) - Ms Allen has managed due diligence studies for Troxler Group and Lehman Bros. These builder-level studies included a detailed analysis of project cost estimates, entitlement, boundary issues, and permitting, as well as post- purchase phasing analysis, preliminary engineering and peer review, sports park planning, and construction document preparation.

2006-2008: City of Beverly Hills William Morris Agency Relocation (Beverly Hills, Los Angeles County, CA) - Ms. Allen is presently serving as extension of staff in the construction and mitigation monitoring of the 208,100 square foot relocation of the William Morris Talent Agency in the City of Beverly Hills on Beverly Boulevard. Ms. Allen provides interface between the construction team and city staff for condition and mitigation compliance related to the demolition, excavation, and building permit phases of the project. During the entitlement phase, Ms. Allen provided entitlement processing coordination, hearing support (including preparation of staff reports and presentations), City oversight and planning support services for this controversial project in the downtown Business Triangle of Beverly Hills. The project’s components included a General Plan Amendment, Zone Change/Overlay Zone, Planned Development Approval, Development Agreement, and Environmental Impact Report. Issues included business terms related to the tenant use of the building, parking issues in an urban setting, architectural/visual analysis, and height/intensity. The project is in the construction process and recently gained building permit approval.

2006: Fullerton Hughes (Fullerton, CA) – Ms Allen oversaw the amendment to the Amerige Heights Specific Plan to allow conversion of commercial use to attached residential use within this master planned community. The Amendment and its accompanying tentative map and site plan received Planning Commission approval and is in ongoing negotiations with the City in preparation for City Council.

2003-2005: Fagan Canyon (Santa Paula, Ventura County, CA) - Ms. Allen served as the City’s planning manager for the entitlement processing of the 2,500 unit Fagan Canyon Project in the City of Santa Paula. Ms. Allen provided City oversight of the week-long developer-sponsored design charrette in 2003 prior to application submittal and provided planning services for the complex project through City Council approval in December 2005. The project’s components included a General Plan Amendment, CURB Amendment, Specific Plan/pre-zoning, Development Agreement, Annexation, and EIR preparation. Ms. Allen oversaw the preparation of public noticing, staff reports, conditions of approval, resolutions, and ordinances for the project approval; presented a series of joint City Council/Planning Commission workshops; and made the primary staff presentations to Planning Commission and City Council.

2004: Rich-Haven Specific Plan (Ontario, CA) - Ms. Allen is currently managing the production of the Rich Haven Specific plan in the New Model Colony area of the City of Ontario. This Specific Plan includes approximately 4,000 residential units and 800,000 square feet of regional commercial and mixed use development.

2002-2003: Orangecrest Hills Specific Plan Amendments # 1 and 2, (Riverside, CA) - Ms. Allen managed two separate Specific Plan amendments for this project, which encompasses some 502

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acres of a larger specific plan area in the City of Riverside, adjacent to March Air Force Base. The amendments included a General Plan and Specific Plan Amendment to change the land uses in eight planning areas.

Since 1994-Ongoing: Avanti Due Diligence Studies (Southern California) - Ms. Allen has managed due diligence studies for Avanti Investment Advisors, Inc. Avanti is an investment group with exacting requirements for property purchase, including investigation of access, toxics, infrastructure, ALTA Surveys, entitlement processes, general plan/zoning requirements, soils, biology, traffic issues, and the cost of development. Analysis of each property focuses on the issues unique to the area, such as kangaroo rat fee requirements, railroad access, or wetland issues.

1995: Otay Ranch Review / Planning (Chula Vista, San Diego County, CA) - Ms. Allen provided project coordination services for the 22,000-acre Otay Ranch New Town Development in the City of Chula Vista Sphere-of-Influence and County of San Diego. The General Development Plan is a document which fulfills a policy and land use regulatory function between that of a General Plan and a Specific Plan. Working as an extension of City and County staff, her duties included complete review of the applicant's development submittal, coordination with City and County Staff in developing policy recommendations and documents. These have included comprehensive goals and objectives for the project, physical land use planning, comprehensive comparison of City and County Specific Plan Development Standards, preparation of a development suitability model, and the preparation of various issue papers which provided detailed discussion of areas of concern.

PROFESSIONAL MEMBERSHIP: Member, American Institute of Certified Planners Member, American Planning Association REGISTRATION: 1991, American Institute of Certified Planners, CA, 8688

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NAME: SUSAN J. HARDEN, AICP, CMSM, LEED AP, CNU-A | RBF POSITION: COMMUNITY PRELIMINARY OUTREACH AND PUBLIC EDUCATION

EDUCATION: M.E.P., 1998, Environmental Planning, Arizona State University B.A., 1993, Architectural Studies, University of Kansas B.A., 1993, Environmental Studies, University of Kansas

SUMMARY OF EXPERIENCE: Background: Ms. Harden has 16 years of experience with a broad background in community development and planning. She is primarily involved in directing a team of planners and urban designers for RBF’s Urban Design Studio. She has 16 years of experience developing innovative public participation programs and working with public agencies on community revitalization and planning projects.

Ms Harden is involved in developing innovative public participation programs. She has participated in more than 50 speaking engagements at professional conferences and seminars for American Planning Association (APA), National Town Meeting on Main Street, New Partners for Smart Growth, and Neighborhood USA. She has applied her certification for Dialogue, Deliberation and Public Engagement on projects with difficult community issues and presented “Beyond the Community Workshop: A Dialogue on Dialogue,” to the American Planning Association – California Chapter Conference. Ms. Harden co-taught a graduate planning studio at CalPoly Pomona University and is currently on the faculty of NeighborWorks®Training Institute. Ms. Harden also serves on the Social Equity Technical Advisory Committee for the development of ICLEI’s STAR Community Index, a community-wide sustainability rating system.

Prior to 2000: Before joining RBF’s Urban Design Studio, Ms. Harden volunteered with the Peace Corps in Senegal, West Africa and with the AmeriCorps National Service Program in Kansas City. Additionally, she led several neighborhood-based planning projects for a Kansas City-based not-for- profit environmental organization involved in local sustainable development, transportation, and environmental justice. Ms. Harden has also worked with the State of Arizona as a community planning specialist, providing technical planning support and assistance to Arizona’s rural and tribal communities.

Ms. Harden has developed and managed outreach programs for the following projects (partial list): • 2009: Perris Downtown Specific Plan (Perris, CA) - extensive community outreach program and community-based vision plan, implementation strategy, and promotions strategy to revitalize Downtown Perris. • 2007-Ongoing: Trancas Canyon Park (Malibu, CA) - RBF prepared three schematic park designs for discussion purposes and Ms. Harden facilitated several community workshops to help build design consensus from within the community. • 2008-Ongoing: Fullerton General Plan Update/EIR (Fullerton, CA) - extensive community outreach program with an array of community activities, charrettes, youth activities, and interactive media. • 2009: Buena Park General Plan and EIR (Buena Park, CA) - focus area strategies, logo and branding, and workshops. • 2008-2009: Piute Neighborhood and Whit Carter Neighborhood (Lancaster, CA) – as part of an ongoing revitalization program, RBF provided development of a series of opportunities and constraints graphics related to urban design, circulation, and infrastructure improvements. Phase

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2 includes a highly illustrative vision plan graphic, before and after illustrations, and implementation strategies. • 2008: Foothill Parkway Westerly Extension (Corona, CA) - community involvement and outreach services which included the development of informational materials and facilitation of community workshops. Ms. Harden facilitated one workshop that was attended by 300 participants, as well as seven smaller neighborhood discussion groups. A summary of general facts was posted to the project website for review and additional comment; a project hotline was established to funnel comments from callers. • 2008-2011: Stare Route 4 Realignment and Highway Safety Improvements (Calaveras County, CA) - public outreach, including workshops, flyers, and a project website. • 2008: San Andreas Rural Livable Mobility Plan (Calaveras, CA) - Ms. Harden is coordinating the intensive community outreach program that includes the “San Andreas Mobility Week”, a week of activities ranging from corridor walks and workshops to interviews and educational open houses. Ms. Harden is also leading the development of land use and urban design recommendations for the corridor. • 2006: Walnut Residential Village / Los Robles Development Corporation (Walnut, CA) - community outreach program to develop plans for a 10-acre residential project. The outreach program includes the development of informational materials, compilation of stakeholder and resident database, and facilitation of neighborhood workshops. • 2006: Open Space Opportunities Plan (Seal Beach, CA) - Ms. Harden serves as Project Manager for this project that was funded by the Rivers and Mountains Conservancy to evaluate open space opportunities in the City based on the habitat value, water quality improvements, passive recreational opportunities, open space connections, environmental education, and implementation feasibility. • 2004: Ponto Beachfront Village Vision Plan (Carlsbad, CA) - Ms. Harden served as Public Outreach Coordinator to facilitate two interactive workshops with the area’s property owners to solicit feedback on the preliminary land use concepts and obtain input for design guidelines, as well as communicate the site constraints and stakeholder agency issues to the property owners. • 2004: Santa Paula Citywide Visioning (Santa Paula, CA) - Ms. Harden served as the Project Manager on this seven-month planning and community outreach effort that included monthly meetings with a Community Advisory Committee and a variety of innovative workshops and outreach efforts. The resulting Vision was unanimously endorsed by the City Council. In 2005, an award was received by the American Planning Association, Central Coast Section, for Comprehensive Planning in a Small Jurisdiction.

PROFESSIONAL MEMBERSHIPS: Member, American Institute of Certified Planners (AICP) Member, National Main Street Center Member, American Planning Association (APA) Member, California Planning Association Member, Arizona Planning Association Member, Oregon Planning Association Member, Washington Planning Association Member, International Association of Public Participation REGISTRATIONS: 2009, Congress for the New Urbanism Accredited 2008, Leadership in Energy and Environmental Design Accredited Professional (LEED AP) 2007, Certificate in Dialogue, Deliberation and Public Engagement from Fielding Graduate University 2005, Professional Certificate in Neighborhood Revitalization from NeighborWorks Training Institute 2002, Certified Main Street Manager American Institute of Certified Planners, #015065

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NAME: TERRYN O’BRIEN, CPSM | RBF POSITION: COMMUNITY PRELIMINARY OUTREACH AND PUBLIC EDUCATION / PUBLIC RELATIONS

EDUCATION: B.S., Business Administration, emphasis in Marketing, California State University, Long Beach, 1982 Continuing education courses in Marketing

SUMMARY OF EXPERIENCE: Background: Ms. O’Brien has over 25 years of professional marketing/public relations experience working with companies to create marketing programs that attract and keep a steady group of loyal customers through a comprehensive cross media program that includes:

• Brochure/Marketing Collateral • Award Programs/Submittals • Direct Mail Campaigns/Client • Public/Government Relations/Press Releases Announcements/Invitations • Newsletters • Conference/Exhibit Management and • Video Brochures Coordination • Project Photography • Educational Seminars/Training • Magazine/Professional Organization • Events/Open Houses Planning and Facilitation Advertising • Web Site Design/Development

PUBLIC/GOVERNMENT RELATIONS/PRESS RELEASES: Public Relations is a crucial part of establishing a firm’s reputation, which is a business’ most precious asset. PR includes activities that create a climate of acceptance of an organization. Benefits include increased visibility and credibility for your firm/organization. Ms. O’Brien has experience in both public and government relations. She served as an Aide to former Congressman Robert E. Badham for nearly four years in his Orange County District Office. Upon joining RBF Consulting, she was involved for many years in public relations for the firm, specifically the oversight of the firms press program. She has prepared Media Kits and works with publishers to develop story ideas that revolve around projects. In addition, she has maintained her government contacts and relationships through the years.

DIRECT MAIL CAMPAIGNS / CLIENT ANNOUNCEMENTS / INVITATIONS: Ms. O’Brien has been directly responsible for countless Direct Mail Programs, Client Announcements and Event Invitations. She works in conjunction with Media Arts (graphics) professionals to create potential concepts and offers direction on design. She treats Direct mail promotion with a specific purpose. These pieces are targeted to a specific audience and geographic location. Terryn’s programs utilize a number of forms of direct mail options. Save-the-Date and Event Invitations are included in the mix of other opportunities to reach out to the audience. Ms. O’Brien has directed work efforts for numerous Direct Mail Campaigns during her tenure at RBF.

PROFESSIONAL MEMBERSHIPS: Member, Home Builders Council, 1991 - 2008 Board Member, Home Builders Council, 1995 - 1997, 2003-2005 Executive Board Member, Home Builders Council, 1996-1997, 2003-2005 Member, Building Industry Association, Orange County, 1990 to Present Member, Public Affairs Committee, Building Industry Association, Orange County, 2002-Present Advisory Board, University of California Extension, Irvine - Marketing of Technical and Professional Services Certification Program, 1993 to 2004 Advisory Board, University of California Extension, Light Construction and Development Management (LCDM) Certification Program, 1997 to Present Member, SMPS Orange County/L.A., 2007 to Present.Education Committee Member, 2008-2009 REGISTRATIONS: 2008, Certified Professional Services Marketer

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NAME: MARGARET BULAT | RBF POSITION: COMMUNITY PRELIMINARY OUTREACH AND PUBLIC EDUCATION | SITE MASTER PLAN PROCESS

EDUCATION: B.S., Urban and Regional Planning, California State Polytechnic University, Pomona M.S., Public Administration, Economic Development Emphasis, University of Southern California (In Progress)

SUMMARY OF EXPERIENCE:

Background: Ms. Bulat has nine years of experience and well-rounded background in both municipal planning and private development. She is involved in projects at RBF’s Urban Design Studio focusing on redevelopment, revitalization, entitlement, and specific plans. She coordinates community outreach efforts to assist communities develop solutions. Ms. Bulat has also assisted communities in identifying funding sources to help with comprehensive implementation. Prior to RBF, Ms. Bulat worked as a Project Manager for Titan Group, a Los Angeles County based real estate development firm. Her responsibilities included community outreach and entitlement processing (inclusive of property owner coordination with the Caltrans – District 7 Director and MTA Chief Executive Officer) for the $1.2 billion El Monte Transit Village project.

Projects: 2011: General Plan Update, EIR, and Climate Action Plan (Murrieta, CA) - Project Planner. RBF is comprehensively updating the City’s 1994 General Plan and General Plan EIR. The City Councils major priority with the update is to focus on economic development, with a focus on adding more jobs, specifically high paying skilled jobs, along with providing retail to support the community. RBF is also in the process of preparing a Climate Action Plan (CAP).

2009: Pueblo Viejo Revitalization Plan (SCAG Compass Blueprint Demonstration Project) (Coachella, CA) - Ms. Bulat is Project Manager in preparing the Pueblo Viejo Revitalization Plan for the City of Coachella. This effort includes collaboration with City Staff and SCAG representatives to facilitate input from SunLine Transportation, four Native American Indian Tribes, community residents, and business/property owners. Ms. Bulat will also provide management oversight of the transportation and economic sub-consultant firms in evaluating downtown parking requirements/Transportation Demand Management (TDM) strategies and catalyst projects analysis/market study.

2008: University District Specific Plan Amendment (San Marcos, CA) - Project Manager. RBF was selected to assist in the preparation of the Specific Plan Amendment. The Amendment will create new land use designations and development standards/design guidelines, including a form-based code and incorporation of the principles of sustainability. To develop the Plan, RBF will be working closely with residents, policy makers, business and property owners of the City, through facilitation of a number of community workshops.

2008: Trend Tract Neighborhood Retrofit Plan (Lancaster, CA) - Ms. Bulat is part of the Urban Design Studio Project Team that is working with the Director of Housing and Neighborhood Revitalization in the City of Lancaster on eleven (11) different revitalization projects city-wide. Trend Tract is a crime-ridden neighborhood and is very high on the City Council’s priority list for immediate physical and social improvements. Ms. Bulat’s Team prepared a retrofit plan that will significantly enhance circulation/access, street/infrastructure improvements and is proposed to demolish nearly

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90 dilapidated or vacant homes with new multi-family dwelling units and park space for neighborhood residents. The project will be completed in three (3) phases.

2006-2008: El Monte Transit Village Project (El Monte, CA) - Prior to joining RBF, Ms. Bulat was the project manager for Titan Group. This project is a $1.2 billion high-density, mixed-use, transit-oriented development (TOD). The project progressed from entitlement of tentative tract maps, to specific plan, through environmental impact report. It involved coordination and development of strategies for five city sectors, a grassroots chamber of commerce, community outreach presentations, and “green” technologies.

PROFESSIONAL MEMBERSHIP: Member, American Planning Association (APA) Member, Urban Land Institute (ULI) Member, Building Industry Association of Southern California (BIA/SC) Member, Toastmasters International

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NAME: JOHN ANDREW, RLA |RBF POSITION: SITE MASTER PLAN PROCESS | LANDSCAPE ARCHITECTURE / SPORTS PARK

EDUCATION: B.S., 1984, Landscape Architecture, California Polytechnic State University, San Luis Obispo

SUMMARY OF EXPERIENCE: Background: Mr. Andrew has been with RBF for 21 years and manages landscape architecture design group at RBF. He has been responsible for the management and design of over 200 hundred public works projects throughout California, Arizona and Nevada with a cumulative construction value in the millions of dollars. He has completed projects for state, county and city governments involving the planning, design, and construction of public parks. Projects have included community sports parks, neighborhood parks, urban parks, open spaces, trails and environmental restoration. He has conducted community workshops, made public presentations, prepared conceptual master plans and computer generated photo-realistic before and after renderings prepared final landscape plans, specifications, and estimates and provided services during construction. Projects recently completed include the following:

Projects: 2009-Ongoing: County of San Diego As-Needed Landscape Architectural Services (San Diego, CA) Project manager and landscape architect. Mr. Andrew was responsible for managing a design team and multiple task orders for the planning, design and construction of park improvements. These task orders included the preparation of a feasibility report for the potential development of a sports park on a undeveloped hillside site in north San Diego County, preparation of preliminary designs and final construction plans to convert a natural turf sports park into artificial turf fields, preparation of conceptual and final plans for the improvement of an existing group camp ground, and the preparation of final plans for the conversion of old technology irrigation controller systems into a state of the art, centrally controlled system.

2007: Marblehead Coastal Public Parks (San Clemente, CA) Project landscape architect and designer. Mr. Andrew was responsible for the design of the parks and trails master plan and final construction plans, specifications and estimates for the Marblehead Coastal project in the City of San Clemente. The project included over 12 acres of parks, over 50 acres of natural and restored open space, and several miles of off street trails that traversed the restored canyons and bluff tops, providing linkages between neighborhoods and commercial sites, and providing coastal access. The project included five parks, one of which was a lighted 10 acre artificial turf sports park, and nearly 50 acres of habitat restoration. RBF worked closely with the City's landscape architects and park planners on the planning, designing the park to meet their design standards and obtaining approval from the City and the California Coastal Commission. RBF has been working on this very controversial project for over fifteen years.

2007: Beyer Community Sports Park (City of San Diego, CA) Project manager and landscape architect. Mr. Andrew was responsible for managing a design team to develop a master plan for the 43 acre Beyer Community Sports Park in the San Ysidro area of San Diego. The team included landscape architects and park planners, civil engineers, biologist and cultural experts, geotechnical engineers, and architects. RBF worked closely with the City to develop project opportunities and constraints, meet with the community to develop the park program, prepared several conceptual park design alternatives and cost analysis, and prepared the final park master plan. Amenities included multiple soccer fields, softball/baseball fields, playground, skate park, concession stand/ restrooms, storage building, picnic and viewing pavilion, sport courts, extensive trails, interpretive

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component, parking and access road. The project site was heavily constrained by steep terrain, several active landslides and environmental and habitat challenges. The design for the park focused on maximizing the park experience, providing a wide range of recreational opportunities to local residents, emphasis on park safety and security, maximizing views, balancing earthwork, habitat preservation and landslide avoidance.

2005: Garrett Sports Park (Riverside, CA) Project landscape Architect and Designer. Mr. Andrew was responsible for leading the design team in the preparation of a park master plan for the 52 acre Garrett Sports Park in Riverside County. The project included the development of land use alternatives for park, long term storage and future cemetery uses. The park program included four full size lighted soccer fields, three lighted ball diamonds, a gymnasium and office complex, play ground facilities, parking, batting cages, basketball courts, picnic areas, trails and related improvements. The project was designed to provide a regional recreation amenity for County residents, maximize the panoramic views of the Temecula Valley and provide recreational vehicle storage and a future cemetery. The project included coordinating with the local park district on the design of the park and Metropolitan Water District for site access over their existing aqueduct.

REGISTRATIONS: 1989, Landscape Architect, CA, 3152 1999, Landscape Architect, AZ, 33626 2000, Landscape Architect, NV, 580 2006, Landscape Architect, ID, LA-16601

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NAME: JEREMY FRANZINI, RLA | RBF POSITION: SITE MASTER PLAN PROCESS | LANDSCAPE ARCHITECTURE / SPORTS PARK

EDUCATION: M.L.A., 1996, Landscape Architecture, Texas A&M University B.S., 1993, Environmental Studies, University of California, Santa Barbara

SUMMARY OF EXPERIENCE: Background: Mr. Franzini is a licensed Landscape Architect with extensive experience in the planning, design, and construction of public parks. His expertise includes project management, landscape design, urban design, site planning, and construction documents, specifications, and cost estimates for public and privately owned park projects. Mr. Franzini is a Senior Associate and has been with RBF since 2004. Mr. Franzini incorporates sustainable design principles into his projects whenever feasible and is an expert in the water conservation AB 1881, native plants, and ADA.

Projects: 2007-Ongoing: Trancas Canyon Park (City of Malibu) - Project Manager and Landscape Architect. Mr. Franzini is responsible for managing the preparation of the Park Master Plan and park construction documents for a 13.5 acres undeveloped site in Malibu, Ca. The landscape architectural and engineering services included schematic plans, community workshops, park master plan, final construction plans, specifications, cost estimates, and client coordination. The park improvements consists of hillside grading, a multi-use turf sports field, children’s play areas, picnic areas with shade structures, a dog park, permeable paving, ADA compliant walkways, parking, a storage building, and native habitat restoration.

2006-Ongoing: Marblehead Coastal Public Parks (San Clemente, CA) – Project Landscape Architect. RBF Consulting was responsible for preparing the Tentative Tract Map and commercial and residential site plans for Coastal Commission approval to allow development of the Marblehead Coastal Property in the City of San Clemente. The 248-acre site included design services for the preparation of a Park Master Plan, construction documents, and technical specifications for four (4) public parks including a 12-acre lighted sports park with artificial turf. In addition, the parks will accommodate a variety of amenities, such as active play fields, passive turf areas, basketball courts, playgrounds, picnic tables, benches, walkways, bicycle paths, interpretive signage and viewpoints, parking, restroom/storage buildings, and habitat restoration. Plant materials that are native to coastal, Orange County were used throughout the site.

2007-2009: Sports Fields at the San Diego Jewish Academy (San Diego, CA) – Landscape Architect. Mr. Franzini prepared the landscape concept plan and construction documents for two new ballfields, a multipurpose field, additional parking, and slope protection planting and irrigation. Detailed drawings for a softball field, baseball field, pitching mounds, infield skin, and fencing were prepared.

2006-2009: Poinsettia Park Improvements (Carlsbad, CA) – Project Manager and Landscape Architect. Mr. Franzini is responsible for professional engineering and landscape architectural design services, final plans, specifications, estimates, bidding documents, and client coordination for the development of seven tennis courts within Poinsettia Park. The seven new courts will supplement three existing tennis courts on site. The improvements will consist of the installation of new tennis courts, fencing, lighting, drinking fountains, site furnishings, irrigation, planting, and bleacher seating.

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2007: JP Ranch Sports Park (Yucaipa, CA) - Landscape Architect. The park master plan is part of the JP Ranch master planned community serving 759 single-family homes. The park site is approximately 12 flat acres with a large earthen. RBF was responsible for the conceptual park plan, civil engineering, hydrology and drainage, mapping and water quality. The park consists of baseball fields, full-sized soccer field, basketball court, picnic and barbeque pavilions, play areas, seating, walking trails, restrooms, and concession stand with off-street parking. A unique opportunity to utilize the storm channel in a sustainable design also integrates wildlife habitat, hiking trails, and bridges as a passive use of the community park.

2007- Ongoing: As-Needed Landscape Architectural Services – City of Long Beach - Project Manager. RBF is providing landscape architectural services on an as-needed basis for the City of Long Beach Parks, Recreation and Marine Planning and Development Bureau. Projects including park design, streetscape and median design, renovation of existing parks and facilities, water conservation systems (planting and irrigation), park facility structures (such as community centers and restrooms), trails and river parkway design, habitat restoration design, water features, and universally accessible playgrounds.

2005: San Gabriel River Trail and Bikeway Staging Area (Rivers and Mountains Conservancy Grant Project and City of Seal Beach, CA) - Landscape Architect. Mr. Franzini prepared the construction documents for improvements of an existing parking lot, including a turf staging area for windsurfing, decorative seat walls, a pedestrian plaza with decorative concrete paving, kiosk, directional signage, an improved parking lot configuration, native plant design, irrigation, and bioswales. The project required the approval of the California Coastal Commission prior to its construction.

PROFESSIONAL MEMBERSHIPS: Member, American Society of Landscape Architects Member, National Recreation and Park Association

REGISTRATIONS: 2001, Registered Landscape Architect, CA 4514

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NAME: RICK CARRELL, PE, LEED AP | RBF POSITION: ENGINEERING CONSTRAINTS / HILLSIDE DESIGN

EDUCATION: B.S., 1984, Civil Engineering, California State Polytechnic University, Pomona

SUMMARY OF EXPERIENCE: Background: Mr. Carrell is responsible for engineering design, project management, project scheduling, and contract administration for RBF’s Land Development Department. Additionally, he oversees the preparation of preliminary and final engineering, grading, sewer, water, storm drain, and street improvement plans.

Projects: 2009: Southern California Edison Facility (San Bernardino, CA) - Project Manager. RBF is responsible for the expansion of the existing 18-acre Southern California Edison facility which includes approximately 5.4 acres of the remaining undeveloped portion. The Lay-down Yard consists primarily of paved AC and PCC surfacing for the purposes of providing Southern California Edison additional material and equipment handling yard space. RBF's services included: survey, permitting, site plan modification, hydrology, grading and drainage plans, street improvements, and water quality.

2003-ongoing: Legacy Park / Tustin Legacy (Tustin, CA) - Site Design Manager. Responsible for providing planning and civil engineering services for public backbone infrastructure redevelopment of the Tustin Marine Corps Air Station. Tustin Legacy Community Partners is the master developer for this 820-acre project, a partnership of Centex Homes, Shea Homes and Shea Properties.

2004: Spring Canyon (Los Angeles County, CA) - Project Manager. Mr. Carrell is Project Manager for Pardee Homes Spring Canyon project in Los Angeles County. Spring Canyon is a 500-unit subdivision on 550 acres.

2001: Moorpark Highlands (Ventura County, CA) - Project Manager. Mr. Carrell is the Project Manager and Engineer for Pardee Homes Moorpark Highlands project. Moorpark Highlands is a 450-acre master planned community consisting of 450 single family homes, 102 condominium units, a seven acre public park, and 22-acre school site.

1996: Regency Hills (Oak Park, Ventura, CA) - Mr. Carrell is the Project Engineer and Manager for Pardee Construction Company's 315-lot, 160-acre development in the Oak Park area of Ventura.

1995: California Cortina (Dana Point, Orange County, CA) - Mr. Carrell served as Project Manager for a 144-lot, single-family, detached residential development located near the Ritz Carlton in Dana Point, for Kaufman & Broad. Many of the lots overlook The Links at Monarch Beach golf course and the Pacific Ocean. RBF provided precise grading and plot plans including the processing of those plans with the City of Dana Point. RBF also provided the infrastructure design, rough grading, street improvements, and final maps for this site when it was owned by a previous developer.

PROFESSIONAL MEMBERSHIPS: Member, Tau Beta Pi (National Engineering Honor Society) Member, Chi Epsilon (National Civil Engineering Society) REGISTRATIONS: 1987, Civil Engineer, CA, 41874 2008, Leadership in Energy and Environmental Design Accredited Professional (LEED AP)

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NAME: HARRY F. SHORE | RBF POSITION: ENGINEERING CONSTRAINTS / HILLSIDE DESIGN SITE MASTER PLAN PROCESS / HILLSIDE DESIGN

EDUCATION: B.S., 1972, Landscape Architecture, Washington State University

SUMMARY OF EXPERIENCE: Background: Mr. Shore is a site planner with many years of professional land planning experience; three years in governmental employment (Parks and Recreation Department), and twenty-six years in private employment with development-oriented engineering and planning firms. He has significant experience in the planning phase of development, as well as parks and recreation, including concept design, land use analysis, public presentations and final design. As a Senior Associate within the Engineering Planning Department at RBF, Mr. Shore is responsible for grading design, roadway design, coordination with computer-aided design and drafting, and site planning for several large residential/resort projects in Southern California, Arizona and Mexico.

Projects:

2008-ongoing: Arlington Heights Sports Park (Riverside, CA) - Mr. Shore prepared conceptual grading plans for a larger urban sports park in Riverside, CA, as part of a design-build project. Park facilities included several baseball fields, soccer fields and open play areas. Earthwork balance was a primary concern during the design phase.

2008-ongoing: Trancas Canyon Park (Malibu, CA) - Mr. Shore Prepared several grading concepts for a small, steep parcel of parkland overlooking Malibu. Steep slopes, geotechnical constraints and earthwork balance were primary concerns in site design.

2008: Preston Park Grading Studies (Marina, CA) - Mr. Shore was a team member in the preparation of a new master plan for a small regional park in Marina. His duties included site plan layout and grading studies on the sloping site, typing new facilities into existing site development.

2008: Long Beach Bike Trail Grading Concept (Long Beach, CA) - Mr. Shore prepared a conceptual grading plan for a proposed bike trail along an old rail alignment through Long Beach. This study considered connections to existing roadways, traveling beneath existing overcrossings, and utilizing existing facilities wherever possible.

2007: Beyer Park Grading Studies (San Diego, CA) - Mr. Shore prepared grading alternatives for a small regional park in San Diego. These grading alternatives prepared the park for several soccer and baseball fields, with significant grading required for field and roadway access to the site. Particular attention was paid to maintaining views from existing homes adjacent to portions of the site.

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NAME: MIKE E. ERICKSON, PE POSITION: ENGINEERING CONSTRAINTS / TRANSPORTATION PLANNING

EDUCATION: B.S., 1972, Civil Engineering

SUMMARY OF EXPERIENCE: Background: Mr. Erickson is experienced in transportation planning and engineering of master planned communities, as well as planning of major roadway improvements and traffic engineering studies in support of development approvals. He specializes in identifying creative solutions to transportation and engineering issues and coordinating efficient processing of projects through jurisdictional agencies. During his career, Mr. Erickson has developed strategies for maximizing overall development yield and phasing of mitigation based on transportation constraints; prepared and processed revisions to Circulation Elements as well as City ordinances and policies regarding transportation issues; provided technical support for preparation and processing of GPAs, Specific Plans, Zoning and Mapping; negotiated agreements regarding development phasing, mitigation implementation and private/public project funding; directed preparation and processing of traffic studies and circulation phasing assessments.

2006-2010: North Newport Center (Newport Beach, CA) - Mr. Erickson served in consultation with the developer and in coordination with the City to develop transportation strategy in support of both project specific issues relative to a major mixed use project in Newport Center as well as city-wide issues for processing of the city’s updated General Plan. Issues ranged from development of the overall goal that the new General Plan would generate less daily trips then the previous plan to zoning-level issues involving parking requirements.

2001-2006: Playa Vista Transportation Planning (Los Angeles, CA) - Mr. Erickson served in consultation with the developer and the City of Los Angeles to develop phased transportation mitigation plans that implemented enhanced capacity strategically relative to existing traffic patterns surrounding this major mixed use development. Mr. Erickson also coordinated with the City of Los Angeles and Caltrans to successfully process revised plans through the California Coastal Commission for major improvements to Coast Highway and the SR 90 Freeway.

2002-Present: City Staff Support - Mr. Erickson has served as extended city staff, primarily relative to monitoring county-wide transportation policy issues. Such efforts involve the Transportation Corridor Agencies in Orange County and the Orange County Transit Authority. Current efforts also include serving as extended transportation staff for the review and processing of a proposed mixed use site encompassing 400 acres in the Coastal Zone.

2005-2007: Irvine Business Complex Residential Mixed Use Overlay Zone (Irvine, CA) - As the RBF Project Manager, Mr. Erickson served in consultation to the City to develop the list of related infrastructure improvements and provide their conceptual cost estimates for utilization in determining the approach to establishing a funding mechanism. Participation included serving on the City’s project team and, as such, participating in development of the preliminary overlay zoning and the multiple public workshops and hearings.

PROFESSIONAL MEMBERSHIPS: Chairman, Transportation Corridor Agencies Technical Advisory Committee Member, BIA Transportation Committee (Orange County) Member, BIA So. Cal. SB 375 Technical Advisory Committee REGISTRATIONS: 1974, Civil Engineer, CA, 26186

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NAME: RICHARD BECK, REA, CEM, CPESC |RBF POSITION: SITE MASTER PLAN PROCESS / PERMITTING

EDUCATION: B.A., 2000, Environmental Studies, University of California, Santa Cruz 2008, Watershed Management Academy, EPA 2010, Occupational Certificate in Ecological Restoration, Saddleback College, CA

SUMMARY OF EXPERIENCE: Background: Mr. Beck specializes in due diligence planning activities and regulatory permit processing, pursuant to the Clean Water Act (CWA), the California Porter-Cologne Act, the California Fish and Game Code, the Endangered Species Act, and the California Coastal Act. As a Certified delineator, Mr. Beck has conducted hundreds of delineations for projects ranging in size from less than 1-acre to more than 1,600-acres. Mr. Beck has effectively drafted and processed numerous state and federal regulatory applications for residential, restoration, commercial, flood control, institutional, and transportation projects. Specific focus with many projects includes sediment, erosion, and mitigation for facilities and project sites with multiple uses.

Mr. Beck also has experience in the restoration of riparian ecosystems. Mr. Beck has assisted with the topographic design, preparation of plant palettes and processing of state and federal regulatory approvals for various public and private sector projects throughout California. Ecosystem projects have included Morning Canyon and Buck Gully along the Newport Coast, the County of Orange Wildlife Mitigation Corridor and creeks impacted by hydromodification within OC Parks.

Mr. Beck also specializes in watershed management activities, ranging from water quality to habitat issues. In 2008, Mr. Beck co-authored Watershed Management: Integrating People, Land and Water, a resource manual to the watershed approach. Mr. Beck is providing regulatory guidance on the Steering Committee for the Integrated Regional Watershed Management Plan for Orange County, CA (Phase III).

Residential Regulatory Projects: • 2009: Chino Hills Country Club (Chino Hills, CA) • 2008: Tapia Ranch Update (Newhall, CA) • 2008: Romoland Property (Nuevo, CA) • 2008: Emperor Estates (Romoland, CA) • 2007: The Lakes Project (Ontario, CA) • 2007: McCanna Hills Villages I-IV and Perris Valley Drain Project (Perris, CA) • 2007: 300-Acre Creekside Property (Nuevo, CA) • 2007: 11-Acre Moonridge Property (Big Bear Lake, CA) • 2006: 204-Acre Garrett-Ranch Property (Hemet, CA) • 2006: Tustin Legacy Dewatering (Tustin, CA) • 2006: Tract 13456 (Sun City, CA) • 2006: Runkle Canyon Dewatering (Simi Valley, CA) • 2006: Mira Loma Residential Constraints (Mira Loma, CA) • 2006: Greatlands 320-Acre Development (Murrieta, CA) • 2006: Coronation Residential Development (Corona, CA) • 2006: Cordero Development (San Juan Capistrano, CA)

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• 2006: BigHorn Development Project (Palm Desert, CA) • 2006: Banning 63-Acre Development (Banning, CA) • 2006: Adelanto Specific Plan (Adelanto, CA) • 2005: TTM 31538 “Salt Creek” (Winchester, CA) • 2005: Tapia Ranch Residential (Santa Clarita, CA) • 2005: Stonegate, LLC Grand Village (Winchester, CA) • 2005: McCanna Hills Village V (Perris, CA) • 2005: Burnam Residential Development (Santa Clarita, CA) • 2004: Sierra Gateway (Palmdale, CA) • 2004: Menifee Heights (Menifee, CA) • 2004: Menifee 70-Acre Stonegate Property (Menifee, CA) • 2004: Lyons Canyon Ranch (Santa Clarita, CA) • 2004: Lancaster Capital (Lancaster, CA) • 2004: Laing-Sequoia Pershing Wash (Banning, CA) • 2004: Diamond Bar TTM 53430 (Diamond Bar, CA) • 2004: Deer Canyon Estates (Anaheim, CA) • 2004: Balden Ranch Waste Discharge Permit (Fillmore, CA)

PROFESSIONAL MEMBERSHIPS: Member, Society of Wetland Scientists Member, Association of Environmental Professionals Member, Newport Bay- Watershed Stakeholders Committee Member, Building Industry Association Member, Home Builders Council Member, California Society for Ecological Restoration Appointed Member, Environmental Assessment Advisory Committee REGISTRATIONS: 2005, Registered Environmental Assessor, 8065 CERTIFICATION: Certified Wetland Delineator (Section 307(e), Water Resources Development Act of 1990) 2007, Certified Environmental Manager, 10084 2010, Certified Professional in Erosion and Sediment Control™, 5611

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NAME: JEROME RUDDINS, RCI |RBF POSITION: CONSTRUCTION LIAISON / CONSTRUCTION MANAGEMENT

EDUCATION: B.S., 1985, Construction Management, California State University, Long Beach Certificate, 2001, Lead Awareness, Environment 2008, Construction Safety and Health 30-hour Training, US Dept. of Labor, OSHA 2007, Confined Space Training Course, Dale Fike Professional Safety Training

SUMMARY OF EXPERIENCE: Background: Mr. Ruddins possesses over two decades of construction management and inspection experience and has been responsible for the construction administration and inspection of over $2 billion of public works construction projects, working extensively with Caltrans Standard Specification and Construction manual. As a Construction Manager, he has worked closely with Resident Engineers coordinating RFI's, submittals, material testing and inspection, and field survey. He has also chaired construction site meetings, reviewed schedules, quantity calculations, and pay estimates. Other responsibilities include quality control of inspection, utility coordination, constructability reviews, value engineering, specification quality control, and construction safety. He has attended seminars on construction claim mitigation, sat on claim review panels, and worked closely with legal council to mitigate claims.

His experience includes construction management of reservoirs, dams, water and sewer pipe lines, pump stations, lift stations, water and wastewater treatment plants, storm drains, drainage channels, public buildings, infrastructure projects, bridges, retaining walls, ball fields, concrete pavement, grading, landscaping, reinforced concrete boxes, A/C, PCC, traffic signals, and street lighting.

Projects:

2007-2008: City of Beverly Hills, 9900 Wilshire Compliance Monitoring (Beverly Hills, CA) - Construction Advisor. RBF is assisting the City of Beverly Hills with a project site located near the intersection of Wilshire Boulevard and Santa Monica Boulevard. It includes the demolition of a vacant Robinson's May building and associated parking structures in close proximity to an elementary school. The RBF team is responsible for monitoring the demolition and construction phases for the City; implementing a program of vibration, air quality, and noise monitoring; and interfacing with the school board and local community.

2008-Ongoing: Consultant Team Services, On-Call Construction Administration / Construction Inspection Services (Lake Forest, CA) - RBF has been providing on-call construction management, construction administration, and construction inspection services to the City of Lake Forest for several years. Typical projects have included: ADA Ramps, Street Resurfacing, Slurry Sealing, Storm Drains, Asphalt Repairs, Traffic Signals, Intersection Improvements, and Park Improvements.

2007: Assorted Improvement and Relocation Projects, Chino Institute for Men (Chino, CA) - As part of their 7,000-acre master-planned community “College Park”, SunCal has been responsible for over $20 million of improvement and relocation projects for the Chino Institute for Men. RBF was selected by SunCal to provide program management, construction management, and inspection services. Mr. Ruddins has been serving as Construction Manager. The various projects include: water and brine lines; access roads; street lighting; traffic signals; guard house / security building; remediation of an old tractor barn; Proto II masonry walls, bridge foundation and channel

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improvements; utility undergrounding; chlorine conversion of a water treatment plant; and landscaping and irrigation.

2005: Veteran’s Memorial Park (Bell, CA) - Mr. Ruddins served as Construction Manager on this $483,030 project for the City of Bell. The project consisted of the construction of picnic areas, walkways, batting cages, 5,500 SF of rubber play area surfacing, lighting and electrical for flag poles, metal roof replacement, metal column replacement, 25 LF of fencing, and landscaping. RBF’s duties included bid pre-qualification, analysis, and award recommendation; construction management; weekly progress meetings; schedule monitoring; processing control documents such as submittals and work change directives; and documentation of the work via weekly construction logs and digital photography.

2005: Club House at Veteran’s Park (Bell, CA) - Mr. Ruddins served as Construction Manager on this $2 million project. The work involved the construction of a 5,000 SF, pre-cast, tilt-up, single story, community, recreation building within an existing public park. RBF’s duties encompassed: project management; bid pre-qualification, analysis, and award; construction management; contract administration; weekly progress meetings; schedule monitoring; processing control documents such as submittals, RFI’s, change orders, and progress payments; and documentation of the work via weekly construction logs and digital photography.

2004: Big League Dreams Sports Park (Chino Hills, CA) – Mr. Ruddins served as Construction Manager on the project. The project consists of the construction of six (6) lighted major league replica stadium softball fields, a multipurpose fabric structure, two (2) Stadium Club restaurants, restrooms, batting cage complex, administration and corporate office buildings, maintenance building and yard, four (4) sand volleyball courts, children's play area, roller hockey rink, skate board park, group picnic facilities, and associated parking and site amenities.

PROFESSIONAL MEMBERSHIPS: Member, American Public Works Association Member, Registered Construction Inspectors Association Member, Construction Management Association of America REGISTRATIONS: 1989, Registered Construction Inspector, Division IV Public Works, CA, 5153 1989, Registered Construction Inspector, Division I Engineering, CA, 5153

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NAME: RODNEY HARMSWORTH, PH.D. | HWA POSITION: OPPORTUNITIES & CONSTRAINTS FEASIBILITY REPORT / ENVIRONMENTAL SCIENCE

EDUCATION: Ph.D., Zoology, (Limnology) London University, 1967 B.Sc., Zoology (Limnology), London University, 1963 Environmental Law Course, Government Institutes, 1977 Hazardous Waste Regulations, Government Institutes, 1983 Hazardous Waste Operations and Emergency Response (29 CFR 1910.120).

SUMMARY OF EXPERIENCE: Background: Dr. Harmsworth has over 25 years of experience in all phases of project and personnel management in the environmental sciences field. Dr. Harmsworth has prepared and supervised the preparation of numerous environmental compliance documents for CEQA and NEPA. Also, he has prepared the environmental documentation prerequisite to obtaining environmental permits and approvals for 404 permits, 401 Certification; 1600 Streambed Alteration Agreements, Endangered Species Consultation under Section 7 of the Endangered Species Act; Mitigation Plans; Re-vegetation Plans and Reclamation and Restoration plans.

Dr. Harmsworth has managed numerous multidiscipline project teams involved in water resources and hydrology; terrestrial and freshwater biology; analytical and geochemistry; archaeology and paleontology; and air quality. He has managed major projects for government agencies, as well as for the oil and gas, mining, and power utility industries.

Projects: Vernal Pool Branchiopod surveys for the Irvine Ranch Land Reserve Orange County - Dr. Rod Harmsworth conducted vernal pool Branchiopod surveys and laboratory work during the spring of 2004. We spent 12 hours collecting, identifying and reporting on vernal pool Branchiopods from the rock pool at the Irvine Ranch Land Reserve, Orange County, California. On March 10, 2004, Branchiopods were collected and inspected under the dissecting scope, and identified as Branchinecta sandiegonesis (San Diego Fairy Shrimp). A report was prepared and submitted to USFWS.

Vernal Pool Branchiopod surveys at Hemet Vernal Pool – Rox Consulting: Dr. Rod Harmsworth conducted a vernal pool Branchiopod surveys and laboratory work during the spring of 2004. We spent 20 hours collecting, identifying and reporting on vernal pool Branchiopods from a site in Hemet, Riverside County, California. We visited the site several times, identified the vernal pools, collected fairy shrimp and identified Branchinecta lindahli. A report was prepared and submitted to USFWS.

CERTIFICATIONS/PERMITS/AND AFFILIATIONS American Society for Limnology and Oceanography American Water Works Association Association of Environmental Professionals California Water Pollution Control Federation Freshwater Biological Association International Association of Theoretical and Applied Limnology Water Environment Federation California Native Plant Society

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NAME: PAUL GALVIN | HWA POSITION: OPPORTUNITIES & CONSTRAINTS FEASIBILITY REPORT / BIOLOGIST

EDUCATION: M.S., Wetlands Ecology, University College Dublin, 1992 B.S., (Honors), Zoology, University College Dublin, 1989 Identification of Southern California Manzanita’s, Rancho Santa Ana Botanic Gardens, 2005 Identification of California fairy shrimps, Mary Belk, 2004 Identification of asteraceae, Rancho Santa Ana Botanic Gardens, 2003 Identification of California oaks, Rancho Santa Ana Botanic Gardens, 2003 Plant Family Identification, CSU Fullerton, 2002 Intensive CEQA course, UCLA Extension, 2002 Wetland permitting update, UCLA Extension, 2002 GIS Certificate, UC Riverside, 1997 National Wetlands Training Institute's Basic Wetland Delineation Certificate, 1995 FERC Environmental Inspections/Compliance Training, 1995 FERC Environmental Report Preparation Course, 1995

SUMMARY OF EXPERIENCE: Background: Mr. Paul Galvin has over 17 years of experience in all phases of project and personnel management in the biological sciences field. Mr. Galvin has prepared and supervised the preparation of numerous compliance documents prerequisite to obtaining permits and approvals for CEQA, NCCP/HCP, MSHCP, 404 permits, 401 Certification, 1600 Streambed Alteration Agreements, Endangered Species Consultation under Section 7 of the Endangered Species Act, Mitigation Plans, Revegetation and Restoration plans. Mr. Galvin has extensive experience coordinating and consulting with a variety of clients, agencies and other environmental professionals.

Mr. Galvin has managed numerous multidisciplinary projects, including the biological resources monitoring program for the Upper Chiquita Canyon Conservation Easement Biological Resource Monitoring Program, Lake Elsinore resource assessment and permitting, the Gorman Ranch bio- assessment, the Willow Springs bio-assessment, the Protocol Area bio-assessment, the Transportation Corridor, the proposed San Diego Creek Watershed SAMP and NCCP Amendment for Orange County Central/Coastal subregion, the San Joaquin Marsh mitigation project, the various construction monitoring programs.

In addition, Mr. Galvin has extensive field experience working with threatened/endangered wildlife, sensitive bird species, sensitive plant species and habitats of special concern. He holds permits for T/E wildlife species, is a Master Bird Bander, a certified fairy shrimp biologist and a certified wetland delineator. Mr. Galvin also has extensive data analysis and report writing experience and has been involved in the development of a number of resource management plans.

Projects: Upper Chiquita Canyon Conservation Easement Resource Management Plan and Biological Resource Monitoring - Transportation Corridor Authority (TCA) of Orange County: Project Manager. Responsible for developing a resource management plan for the 1,200 acre Upper Chiquita Canyon Conservation Easement, located in Orange County, California. The plan included a description of the existing environment, an administrative and financial program and plans to manage access, fire, agricultural activities, pest and weed control, restoration and biological monitoring. The area will eventually be included in the southern Orange County Natural Community Conservation Program. Currently conducting a multiyear monitoring program to address the presence of the California gnatcatcher, the coastal cactus wren and their habitat in the 1,200 acre Chiquita Canyon Conservation Easement. This program involves focused surveys for the target species and documentation of vegetation communities using the line intercept methodology. A cowbird trapping program was also conducted as part of the management activities in the easement. Mr. Galvin is also

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responsible for the project budget, project coordination, staff supervision, client contact and development of reports. Project is ongoing.

Ongoing: Biological Resource Assessment for the Irvine Ranch Land Reserve Orange County - The Nature Conservancy: Project Manager. Supervised a team responsible for conducting wildlife surveys in portions of the Irvine Ranch Land Reserve, at East Orange, SilMod and Anaheim Conservation Easements. Surveys were conducted for birds, amphibians and reptiles. Mr. Galvin was responsible for avian surveys, the project budget, project coordination, client contact and development of reports. Project is ongoing.

Biological Resource Surveys for Coto de Caza - Lennar Homes: Project Manager. Supervised a team which conducted focused surveys to document the population size and distribution of the California gnatcatcher and the cactus wren in the 550 acres of undeveloped land in Coto de Caza. Vegetation surveys were also conducted and all vegetation communities were mapped to association level. Responsibilities included bird surveys, documentation of the location of and status of all breeding pairs. Mr. Galvin was also responsible for the project budget, project coordination, client contact and development of reports.

Ladera Open Space Conservation Easement Interim Resource Management Plan and Biological Resource Monitoring –Ranch Mission Viejo: Project Manager. Responsible for developing a resource management plan for the 1,600-acre Ladera Open Space Conservation Easement, located in southern Orange County, California. The plan included a description of the existing environment, an administrative and financial program and plans to manage access, fire, agricultural activities, pest and weed control, restoration and biological monitoring. The area will eventually be included in the southern Orange County Natural Community Conservation Program. Mr. Galvin is also responsible for the project budget, project coordination, staff supervision, client contact and development of reports.

2004: Vernal Pool Branchiopod surveys for the Irvine Ranch Land Reserve Orange County - The Nature Conservancy: Assisted Dr. Rod Harmsworth in conducting vernal pool Branchiopod surveys and laboratory work during the spring of 2004. We spent 12 hours collecting, identifying and reporting on vernal pool Branchiopods from the rock pool at the Irvine Ranch Land Reserve, Orange County, California. On March 10, 2004, Branchiopods were collected and inspected under the dissecting scope, and identified as Branchinecta sandiegonesis (San Diego Fairy Shrimp). A report was prepared and submitted to USFWS.

CERTIFICATIONS/PERMITS/ AND AFFILIATIONS Federal Master Bird Banding Permit (# 22812) State of California Memorandum of Understanding Scientific collectors permit (# 2285) USFWS permit (PRT-821967) for conducting surveys, nest monitoring and banding of: California gnatcatcher, least Bell’s vireo and southwestern willow flycatcher USFWS permit (PRT-821967) for conducting vernal pool branchiopod surveys The Aububon Society California Native Plant Society Association of Environmental Professionals The Cooper Ornithological Society The Wilson Ornithological Society BirdWatch Ireland The Royal Society for the Protection of Birds

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NAME: MELISSA LIPPINCOTT | HWA POSITION: OPPORTUNITIES & CONSTRAINTS FEASIBILITY REPORT / BOTANIST

EDUCATION: B.S., Ecology, Evolution & Marine Biology. University of California Santa Barbara, 2001 Identification of California Manzanitas, Rancho Santa Ana Botanic Gardens, 2005 Advanced Field Botany, Rancho Santa Ana Botanic Gardens, 2004 and 2005 National Wetlands Training Institute's Basic Wetland Delineation Certificate, 2005 Identification of Asteraceae, Rancho Santa Ana Botanic Gardens, 2005 Identification of Poaceae, Rancho Santa Ana Botanic Gardens, 2006 Native Seed Collection and Propagation, Rancho Santa Ana Botanic Gardens, 2006

SUMMARY OF EXPERIENCE: Background: Melissa Lippincott has over nine years experience conducting botanical and biological surveys and assessing botanical resources associated with coastal dunes and wetlands, coastal sage scrub, riparian, chaparral and montane habitats. Ms. Lippincott has extensive field experience working with sensitive plants and has conducted sensitive plant surveys, habitat assessments and vegetation mapping at a variety of sites throughout southern California. She has worked on coastal sage scrub/riparian revegetation and habitat restoration projects; and has also conducted general wildlife surveys.

Ms. Lippincott has served as Botanist on several projects including the Biological Evaluation and Assessment for Fuels and Vegetation Management Activities in the Angeles National Forest, Biological Resource assessments and focused plant surveys for Gorman Ranch in Los Angeles County, Heartland commercial in Riverside County, San Jacinto Retail in Riverside County, PA6 construction site monitoring for Irvine Company in Orange County, Planning areas 18 and 39 in , Irvine Ranch Land Reserve, and Nature Reserve of Orange County’s Weed Control Program. Ms. Lippincott’s responsibilities have included sensitive plant surveys, vegetation mapping, weeding crew supervision and coordination, raptor and burrowing owl surveys, construction site monitoring, data analysis and report writing.

Projects: Upper Chiquita Canyon Conservation Easement Resource Management Plan and Biological Resource Monitoring - Transportation Corridor Authority (TCA) of Orange County: Botanist. Part of a team conducting a multiyear monitoring program to address the presence of the California gnatcatcher, the coastal cactus wren, and their habitat in the 1,200 acre Chiquita Canyon Conservation Easement. Responsible for plant surveys and vegetation monitoring for the 1,200 acre Upper Chiquita Canyon Conservation Easement, located in Orange County, California. This program involves focused surveys for the target species and documentation of vegetation communities, and cactus regeneration using the line intercept methodology. Project is ongoing.

Biological Resource Assessment for the Irvine Ranch Land Reserve Orange County - The Nature Conservancy/The Irvine Company: Botanist. Responsible for conducting vegetation mapping, rare plant surveys and photo-monitoring in portions of the Irvine Ranch Land Reserve, at the North Ranch, and the SILMOD Conservation Easement. Surveys were conducted for sensitive plants (including Braunton’s rattleweed, Intermediate mariposa lily, Chaparral bear grass and Coulter’s matilija poppy) and vegetation communities were mapped to association level. Ms. Lippincott was responsible for plant surveys, vegetation mapping, photo-monitoring, monitoring Braunton’s rattleweed populations and development of reports.

PROFESSIONAL MEMBERSHIPS: The Audubon Society; California Native Plant Society; Southern California Botanists

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NAME: ROBERT GARDNER | RCLCO POSITION: FINANCIAL ANALYSIS & STRATEGIC BUSINESS PLAN

EDUCATION: Master Degree in City and Regional Planning, U.C. Berkeley Bachelors in Economics, UCLA

SUMMARY OF EXPERIENCE: Background: Mr. Gardner is particularly involved on highest and best use engagements where market trends are given residual land value expressions. He has 35 years of experience of which 23 are at RCLCO. Nearly all these years at RCLCO have been in senior management.

Mr. Gardner’s professional experience provides an outstanding match with respect to highest-and- best use analyses where the results of these efforts underpin strategic planning (acquisition and disposition) and/or project planning goals (development recommendations, market positioning, etc.) for public and private clients. Examples of recent public clients include: Los Angeles Community Redevelopment Agency (CRA/LA), San Bernardino County Redevelopment Agency, and City of Colton.

Master-planned communities represent a major business line for RCLCO. Relevant projects that Mr. Gardner has either directed or managed include: business strategy plan evaluation concerning the Estrella master-planned community outside Phoenix for former owner, AEW Capital Management (now owned by Newland Communities); active participation in the identification, evaluation and selection of a developer (ultimately DMB Associates; project name is Verrado) to form a joint venture relationship with Caterpillar, Inc. for development of 6,000 acres in western Maricopa County, Arizona; and residential and commercial pricing and absorption for SunCal Company’s planned community in Fullerton, California, Intracorp’s new Cougar Mountain in Issaquah, Washington, Forest City’s development of Stapleton Airport in Denver, Glorious Land Company’s proposed new community in the Coachella Valley (Palm Springs area) of Southern California, and McCormick Land Company’s McCormick Woods planned community in Kitsap County, Washington.

Mr. Gardner has served as an expert witness on real estate economic issues. In these situations, he provides market knowledge, residual land value estimates, and economic development strategy.

Projects:

2008: City of Oceanside - Market feasibility analysis of commercial and residential development opportunities underpinning central business district planning.

2007: City of Moreno Valley - Market analysis of residential opportunities at a new planned community requiring Mello-Roos financing.

PROFESSIONAL MEMBERSHIPS: ULI’s Urban Development/Mixed-Use Council Board of Directors of the Los Angeles Headquarters Association NAIOP (National Association of Industrial and Office Parks)/Los Angeles Chapter Westside Urban Forum (Los Angeles)

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NAME: NEAL TSAY | RCLCO POSITION: FINANCIAL ANALYSIS & STRATEGIC BUSINESS PLAN

EDUCATION: Bachelor of Arts in Economics and History, Columbia University

SUMMARY OF EXPERIENCE:

Background: Mr. Tsay brings a unique perspective to his client’s real estate activities, having conducted and managed engagements in nearly 30 US states, Canada, and Mexico. Since joining RCLCO in 2001, his advisory experience has encompassed a full range of land uses including numerous types of residential, office, retail, industrial, hotel, golf, and mixed-use developments. He has consulted for a wide variety of clients, including private and public developers, regional and national homebuilders, private and institutional investors, casino operators, planning and law firms, hospitals, city and county governments, homeowners associations, and public agencies.

A significant portion of his work has been concentrated in large scale, high-density, and mixed-use developments. He has been extensively involved with pre-development strategy, repositioning, and consumer research for major master-planned communities and town center developments across the United States.

Mr. Tsay has extensive experience advising public sector clients, including current and recent projects with the City of Anaheim, California (Anaheim Regional Intermodal Transit Center); County of San Bernardino, California (Speedway Commerce District).

Projects:

2009: Speedway Commerce District (San Bernardino County, CA) - Development opportunity analysis conducted on behalf of the San Bernardino County Redevelopment Agency for a commerce district surrounding the Auto Club Speedway in Fontana.

2007: Symphony Park (Las Vegas, NV) - Market analysis and strategic development recommendations for the development of a 61-acre, mixed-use urban master-planned community in Downtown Las Vegas on behalf of the City of Las Vegas and Newland Communities.

PROFESSIONAL MEMBERSHIPS: Member, Urban Land Institute (ULI)

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NAME: DAVID BERGMAN, AICP | MR+E POSITION: FINANCIAL ANALYSIS & STRATEGIC BUSINESS PLAN / SPORTS PARK

EDUCATION: M.A. in Geography, University of California, Los Angeles. Bachelors in Geography and Classical History, University of Wisconsin at Madison

SUMMARY OF EXPERIENCE: Background: With over 20 years of experience, Mr. Bergman has participated in a broad range of planning and development projects. In particular, he has worked intensively on issues surrounding the formation of urban and regional development strategies and the role of the public realm and infrastructure in community building As a member of the American Institute of Certified Planners (AICP), Mr. Bergman is qualified to consult on a broad variety of land use planning topics related to community revitalization and the economic and fiscal impacts of development proposals. Recent examples include general plan economics and land use element studies in Pasadena and Santa Clarita, California. In addition, Mr. Bergman has worked collaboratively with leading land planning firms on specific plans and downtown revitalization plans in a broad variety of communities. Specialized work has included economic strategies for transit oriented development and structuring public private partnerships for infrastructure development.

Projects: Within Southern California he has provided consulting services to several significant recreation facilities including the following: • 2009: Ventura Harbor Specific Plan (Ventura, CA) - Client: Ventura Harbor Commission. Land use plan and implementation strategy for visitor serving and maritime uses at the harbor, the site of the headquarters of the Channel Islands National Park. • 2005: Big League Dreams Sports Park (West Covina, CA) - Client: City of West Covina. Working with the City’s economic development and redevelopment agencies, MR+E staff analised the structure of proposed revenue sharing opportunities and development scenarios for this recreation facility • 2004: Route 66 Cruising’ Hall of Fame Museum (San Bernardino, CA) - Client: San Bernardino Convention and Visitors Bureau. Conducted market and financial study of the museum and provide recommendations on physical planning parameters of the Route 66 Cruisin' Hall of Fame Museum, to be located in downtown San Bernardino. • 2002: Market Analysis for Sports Events and Multi-Purpose Facility Use (Phoenix, AZ) - Client: International Facilities Group. Analyzed market for community and sporting events at the proposed Tourism and Sports Authority multi-purpose facility in Phoenix, Arizona • 2001: Economic Analysis of National Training Center (Los Angeles, CA) - Client: Anschutz Entertainment Group. Anschutz Southern California Sports Complex, owners of the L.A. Galaxy, planned developing a world class sport complex on the campus of California State University - Dominguez in Carson, California. This project is now in operations as the Home Depot Center • 2001: Rancho Los Cerritos Master Plan (Long Beach, CA) - Client: City of Long Beach Department of Parks Beaches and Marinas with Rancho Los Cerritos Foundation. Reviewed master plan and review the economic operating structure of Rancho Los Cerritos, a historic ranch house and grounds owned by the City of Long Beach, California.

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• 2000: Dana Point Harbor Lease Analysis (Dana Point CA) - Client: Orange County Department of Parks. Prepared a long term market analysis for recreational uses at the harbor. The work included an analysis of lease agreements for marina operators, restaurants, hotels and retail stores. This work was undertaken in support of a master plan initiative for the harbor. • 1998: City Parks Master Plan (San Marcos CA) - Client: City of San Marcos MR+E Staff assisted in the planning for the acquisition, development and maintenance of a system of local parks and recreation facilities. The project focused on various methods for financing acquisition, development, maintenance and operations of such facilities. The number of parks needed to meet the city’s needs at build out was also projected • 1995: Open Space Plan (Carlsbad, CA) Evaluated the current open space policies, inventoried the existing open space resources, and projected the amount of additional open space necessary to meet future population needs. Also provided financing strategies for maintaining and improving existing open space resources, and acquiring new open space inventory.

Additionally, Mr. Bergman has prepared land use and implementation elements for community plans across California. Notable recent examples include:

• 2009: 3rd St. Corridor Specific Plan—Gold Line Extension (Los Angeles, CA) - Client: Los Angeles County. Analysis of potential development opportunities and strategic plan for financing improvements to the public realm. Project is located along a major urban corridor in East Los Angeles. • 2009: University Park Specific Plan Update (Los Angeles, CA) - Client: University of Southern California. Analyzed master plan alternatives for 6,000 additional student housing units along with the reconfiguration of the University’s campus facilities and commercial properties north of Jefferson Boulevard. • 2008: Santa Ana Renaissance Plan (Santa Ana, CA) - Client: City of Santa Ana. Market evaluation of downtown redevelopment plan. Forecast of market demand for non residential and uses and evaluation of development capacity • 2002: Impacts of the L.A. Sports and Entertainment District (Los Angeles, CA) - Client: LA Arena Co. Performed analysis of the proposed LA Sports and Entertainment District in downtown Los Angeles. This complicated mixed-use development project included a broad variety of land uses ranging from hotel, retail, and office components, as well as high-rise residential and public and civic spaces

Beyond this professional experience, Mr. Bergman has received academic recognition for his work. Presently he serves on the faculty of the Southern California Institute of Architecture (SCI-Arc), an internationally recognized independent architecture school, where he is a co-coordinator of post graduate education. He served as visiting faculty at the University of Michigan -- Ann Arbor at the Taubman School of Architecture and Urban Planning where he was the associate director of the real estate development certificate program.

REGISTRATIONS: American Institute of Certified Planners

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C-34 City of Rancho Santa Margarita Section D Organizational Chart Page 140 Section D: Organizational Chart Page 141 D. ORGANIZATIONAL CHART Project Management Services (RFP AS 031510)

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D -2  City of Rancho Santa Margarita Section E References Page 143 Section E: References Page 144

E. REFERENCES

PROJECT MANAGEMENT SERVICES (RFP AS 031510)

E. REFERENCES

RBF CONSULTING

1. Name of Business: City of Chino Hills Name of Contact: Mr. Mike Fleager, City Manager Telephone: 909.364.2719 Project Description: Big League Dreams Sports Park (Chino Hills, CA)

2. Name of Business: Tustin Legacy Community Partners, LLC Name of Contact: Ms. Elizabeth Cobb Telephone: 949.389.7286 / [email protected] Project Description: Legacy Park / Tustin Legacy (Tustin, CA)

3. Name of Business: City of Beverly Hills Name of Contact: Mr. Rod Wood (retired City Manager) Telephone: 310.920.0092 (cell); [email protected] Project Description: William Morris Talent Agency Relocation

RCLCO

1. Name of Business: Shapell Industries Name of Contact: Ms. Teresa Sousa, Division President Telephone: 323.988.7527 Project Description: Strategic Planning – Undeveloped Land, Del Amo Fashion Center | Market and Financial Feasibility

2. Name of Business: University of Southern California Name of Contact: Ms. Kristina Raspe, Real Estate and Asset Management Telephone: 213.821.3070 Project Description: Strategic Planning – University Village (USC) | Market and Financial Feasibility

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METROPOLITAN RESEARCH AND ECONOMICS

1. Name of Business: Ventura Port District Name of Contact: Mr. Oscar Pena, Director Telephone: 805.642.8538 Project Description: Ventura Harbor Specific Plan

2. Name of Business: Los Angeles County Name of Contact: Mr. David McDonald, Department of Regional Planning Telephone: 213.974.6411 Project Description: East Los Angeles

HARMSWORTH ASSOCIATES

1. Name of Business: Transportation Corridor Authority (TCA) of Orange County Name of Contact: Ms. Valerie McFall Telephone: 949.754.3475 Project Description: Upper Chiquita Canyon Conservation Easement Resource Management Plan and Biological Resource Monitoring

2. Name of Business: Lennar Homes Name of Contact: Mr. Tom Lee Telephone: 949.933.2243 Project Description: Biological Resource Surveys for Coto de Caza and other projects

3. Name of Business: Rancho Mission Viejo Land Trust Name of Contact: Ms. Laura Coley Eisenberg Telephone: 949.240.3363 Project Description: Ladera Open Space conservation Easement Interim Resource Management Plan and Biological Resource Monitoring

E-2 City of Rancho Santa Margarita Page 146 Overview andApproach Section F

Section F: Overview and Approach Page 147

F. OVERVIEW AND APPROACH

PROJECT MANAGEMENT SERVICES (RFP AS 031510)

F. OVERVIEW AND APPROACH

UNDERSTANDING

The City of Rancho Santa Margarita desires to maximize the value of an important asset, and to do so in a way that contributes to and enhances the quality of life enjoyed by its citizens. In order to harness the potential value of this exciting property within the marketplace, the City is requesting a team of experts be formed to create a Strategic Business Plan potentially leading to a Site Master Plan for the 55 acre developable area of the Chiquita Ridge property.

Maximizing the potential of the site will include assessing the financial and operational viability of development opportunities. It will include a public outreach and educational component and an opportunities and constraints analysis; along with good comprehensive planning and design. All tasks will be completed as an integrated component with City Staff, keeping stakeholders and the elected decision makers not only informed, but an integral part of the process. Chiquita Ridge must be connected with nature, planned compatibly with its context, and built with a quality and permanence that demonstrates authenticity. Sustainable design will be incorporated in all aspects of the project.

With 23 acres dedicated to an active sports park, the remaining 32 acres offer a rich potential for alternative uses. View opportunities abound on the site including, but not limited to Tijeras Creek Golf Club; and numerous open space vistas.

RBF has placed great importance on the selection of a Project Team to meet the needs of the City of Rancho Santa Margarita. We have determined the key issues that will need to be addressed and have assembled the most capable professionals to carry out the assignments in the most efficient and cost-effective manner. The team of professionals we have assembled for the assignment has current, relevant experience and utilizes top-rated project management techniques that promote creative and cost-effective solutions. Our team will work with the City to ensure the required level of analysis and report preparation is achieved and that efforts are not wasted through duplication.

Gary Armstrong, RBF’s proposed project manager, brings 30 years of highest and best use project management to the project team. He has worked directly with executives of some of the top developers in the nation on feasibility and entitlements throughout Southern California. Gary has

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worked extensively with public agencies reviewing entitlement proposals and coordinating the public/private partnership. He has successfully led and coordinated large teams, with outside consultants on large and complicated projects. He understands that the political, economic and physical components must all work together for a successful project. He specializes in the assembly and management of design teams that create win-win outcomes for the agency and the community.

RBF has a proven track record of feasibility analysis and highest and best use determination working in concert with financial experts. The inclusion of Robert J. Gardner, of RCLCO Real Estate Advisors, to the RBF team will provide financial expertise on the development feasibility components while David Bergman of MR+E provides specialized expertise in the market and financial analysis of sports facilities. RBF’s community outreach programs are renowned for engaging the citizens in meaningful and thoughtful participation.

We will work with City leaders and staff to develop a Business Plan, a Financing Plan and a Site Specific Master Plan. Critical to these components will be the timing of the insertion of private development partners to the process. RBF has introduced and provided ongoing coordination services for many public private partnerships leading to the successful construction and completion of stand out developments.

Innovative approaches to complex multi-phased projects have kept RBF in the forefront of consultants for generations in Orange County. Our significant Military Base closure reuse and development experience for public sector clients throughout California is a testament to our success in this area.

PUBLIC PRIVATE PARTNERSHIPS

Our team is proficient in the creation and structuring of public/private partnerships. The development of the City itself was the ultimate public/private partnership starting with the County of Orange and the Santa Margarita Company and transitioning to a development partnership managed by our team member, John Kelterer; and the City of Rancho Santa Margarita. The cooperation required was extraordinary and the results were outstanding. After formation of this partnership, the City led the way, expediting the entitlement process with the development company providing the capital and expertise to bring several key improvements to the City, such as the Central Park dedication of the land for the new City Hall and Senior Center, Banderas Bridge, shared school and public parks, the development of the sites for the new retail centers, and cooperation on other crucial elements of development. This resulted from a shared vision, public input and an attitude of joint problem solving. Cities are not developers and our team recognizes the need to bring together workable partners to develop desirable projects.

The underpinnings of a successful public/private partnership are mutual trust and a willingness to work together towards a successful project. That trust is developed over the creation of a joint vision, the requirement to do what is necessary, and the cooperation to attain all of the approvals within a realistic and economical time frame.

Our approach is to first determine the process leading to the highest and best use of the property that represents a feasible development in concert with City Staff, City Council and community members, and then to manage the process to make that development scenario a reality.

F-2 City of Rancho Santa Margarita Page 149

At the appropriate time in the process we would envision introducing a developer into the program, and assist the City in defining tasks and responsibilities. The City currently owns the land and potentially desires to transfer it to a top development entity that can not only provide for the approved project but also for the completion of a 23 acre sports complex. We would assist the City in crafting a Request for Proposal for a qualified site developer or partnership and work with the City to evaluate and rank responses through developer selection and ultimately explore the use of an Exclusive Negotiation Agreement (ENA) and ultimately a Development Agreement, documenting city/public and developer benefits. This provides assurances and clarifies the outcome to both parties. Our team has structured many of these in the past, both within the City Limits and in other jurisdictions.

We realize that this is a difficult site because of the topography, access, utilities, and yield, but we believe that the RBF team is best qualified to work through these issues with the City. Not only do the members of our team have extraordinary professional backgrounds, but we have worked directly with this and other Cities to solve similar issues. We believe that we can work with the City to quickly identify the right approach and then provide a detailed analysis of that approach.

The City needs to have assurances that the project is not only feasible but likely to be very successful. We will help the city define the implementation of an innovative and sustainable public/private development project. The City stands today as a shining example of a master planned community that is sustainable, multi-generational, and offers its residents a great place to live, work and play. The trails, parks, lake, golf course, schools; and all of the recreational amenities are part of our team’s background and involvement with the City. We understand the complexities of public/private partnerships and look forward to this challenge.

SUSTAINABILITY ISSUES

RBF is a leader in sustainability issues. Our firm currently has over 60 LEED accredited professionals represented by both planning and engineering staff. Company-wide, our management and staff are committed to keeping apprised of cutting edge technologies and processes that support the sustainability movement. We look for all opportunities to share this information with clients and integrate good design into projects.

RBF has an internal self-appointed team of staff members who are actively tracking AB 32 and SB 375 – two very critical pieces of legislation aimed at reducing greenhouse gas (GHG) emissions. These bills are especially important to development in California as they elevate the need for “green” building design and a marriage between land use and transportation planning.

RBF’s Water Resources group includes Watershed Management, Water Quality and Flood Control divisions that are playing a major role in water conservation throughout the State of California. RBF staff within this group is also actively tracking AB 1881, which recently took effect as the updated model water efficient landscape ordinance. Our Water Resources group has been collaborating with our Landscape Architecture division for many years on the incorporation of water efficient landscape technologies and innovative Low-Impact Development (LID) design strategies that manage and naturally treat stormwater run-off. LID site planning through draining/hydrology evaluations and the creation of multi-functional landscape/infrastructure spaces to incorporate detention, retention, filtration and run-off have been critical to clients’ projects. LID strategies employed include planning for green streets access to project sites, pervious pavement systems, integration of bio-swales and

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flow-through planters, rain gardens, weather-sensor irrigation systems, as well as priority use of drought-tolerant and climate sensitive landscaping.

RBF’s Environmental Services, Planning and Transportation Planning divisions are teaming on numerous Southern California Association of Governments (SCAG) projects that support the reduction of GHG emissions and that assist our clients with meeting the intent of California’s AB 32 and SB 375 legislation. Our Environmental Planning Services division was one of the first in Southern California to include Climate Change and Global Warming in our CEQA documents. Staff is currently preparing Climate Action Plans for and GHG Baseline Inventories for cities throughout the state. Members of our Planning and Transportation Planning divisions also have been voluntarily meeting with clients to discuss various components of the legislation and how they may be impacted by it (e.g. SCAG outreach process, strategies related to transit-oriented/mixed-use development, how compliance will affect future transportation funding, growth projects related to the Regional Transportation Plan (RTP) and development of the Sustainable Communities Strategy (SCS), etc.)

RBF’s Land Development division is literally working on hundreds of solar and wind energy projects throughout the western United States, assisting both public and private sector clients with the development of renewable energy resources. More specifically, RBF’s involvement relates to site selection, due diligence, analysis of site opportunities and constraints related to topography, grading and drainage, as well as anticipated regulatory permitting to employ the planned renewable energy resource systems.

RBF brings this expertise to the management of the EIR process as well as in the eventual preparation of a Request for Proposal for a site developer if the City decides to move forward with a project.

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SCOPE OF SERVICES

TASK 1: PRELIMINARY OUTREACH AND PUBLIC EDUCATION PLANS

The RBF Outreach Team will collaborate with the City’s Project Management Team and Public Information Officer (PIO) to develop and implement preliminary public outreach and public education specific to this project. The input received from community members and other stakeholders is extremely valuable to the planning and design of any project. RBF believes in and is committed to the importance of local ownership. Recognizing that different people participate best in different ways, we employ a variety of highly creative, one-of-a-kind and fun opportunities for involvement that engages community members in both a comfortable and meaningful manner. Preliminary outreach and education efforts will include the following tasks:

1.1 STAKEHOLDER INTERVIEWS The RBF Outreach Team will complete three (3) separate stakeholder interviews with members of the following groups at minimum to gather detailed insights from various perspectives about the Chiquita Ridge project:

• City Staff Departments: Interview may include a combined meeting between Administrative Services (Community Services Division), Development Services (Planning, Building & Safety and Code Enforcement), and the City’s contracted consultants for Economic Development and Public Relations

• Planning Commission/City Council Members: Interview may be conducted with only one of these elected official groups or as a joint meeting, depending upon the City’s preference

• Rancho Santa Margarita Landscape and Recreation Corporation (SAMLARC): Interview to be conducted with SAMLARC as the representative of smaller homeowners associations located throughout the City of Rancho Santa Margarita; SAMLARC is comprised of 13,000 dwelling units and maintains most streetscapes, medians, 13 parks, 4 pools, a lagoon, a lake and numerous trails within the community

Additionally, the RBF Outreach Team will complete up to three (3) more stakeholder interviews with any combination of the following stakeholder groups to be selected by the City:

• Potential Park/Master Plan Developers: Interview may be conducted to understand early-on in the process the development community’s perspective about highest and best use for Chiquita Ridge, various financing options, operational constraints, potential commercial components, etc.

• SoCal Trail Riders and Trail Hikers: Interview may be conducted to understand the first-hand perspective about recreational opportunities and constraints within Chiquita Ridge from local mountain bike riders and trail hiker users

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• Saddleback Valley Unified School District (SVUSD), or Local Schools: Interview may be conducted to understand the perspective about sports park needs, configuration alternatives and/or amenities from local school district officials, or from local students directly; There are numerous schools located adjacent to the project area, including Tesoro High School (on Tesoro Creek Road), Serra Catholic School (on Antonio Parkway), Las Flores Middle School (on Antonio Parkway), etc.

• Endangered Habitats League (EHL) Executive Director, Dan Silver: Interview may be conducted to continue to include EHL in the public outreach process, especially given their involvement throughout earlier phases of the project (land allocation)

• County of Orange Representatives: Interview may be conducted to understand early-on in this phase of the project about the County’s resource agency permitting process and oversight parameters, as well as to develop solid contacts with the County Staff that may be valuable throughout later phases of development

Assumptions: Each stakeholder interview to be completed in one (1) hour by up to two (2) RBF Team Members at either City Hall or within the City of Rancho Santa Margarita

Deliverables: Up to Six (6) Stakeholder Interview Summaries, as well as copies of all meeting sign-in sheets and survey/discussion item materials

1.2 PROMOTIONAL MATERIALS DEVELOPMENT

The RBF Media Arts Team will design graphics (i.e. logo/theme branding) to be included within all graphic materials related to promotion of the Chiquita Ridge project. They will also produce meeting flyers and a two-page informational/educational pamphlet for distribution to stakeholders at local community events and/or public facilities (i.e. City Hall, Library, Post Office, Chamber of Commerce, Community Center, etc.).

Assumptions: Up to 25 hours of graphic design time by an RBF Media Arts Team Member and up to 8 hours time for content development by an RBF Project Team Member; All promotional materials to be developed in collaboration with and approved by the City’s PIO; Printing/reproduction costs not included

Deliverables: One (1) draft and one (1) final project logo/theme branding; Up to two (2) meeting flyer design backgrounds for which the content (e.g. workshop dates, times, locations, etc.) can be edited by City Staff for re-use; One (1) two-page information/educational pamphlet

1.3 COMMUNITY OUTREACH EVENTS PROMOTION

The RBF Outreach Team will promote the Chiquita Ridge project, online survey access, and upcoming public participation events (Community Workshop No. 1). Events promotion is critical to ensuring that project information is readily available to community members and that upcoming workshops are well-attended. While not limited to such, the following list

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summarizes some of the City of Rancho Santa Margarita’s events/locations suitable for promoting the project:

• 4th Annual Healthy Expo & 5K Run/Walk (September) • Taste of Ranch (June) • Summer Concert Series (July/August) • Movie Day (Monthly) • Promotion at Local Grocery Store (Weekend)

Assumptions: Up to three (3) hours of promotion by up to two (2) RBF Team Members at two (2) community events; Total hours for promotion can be re-distributed to cover more events for less amounts of time; City to select the preferred events/locations for RBF to attend

Deliverables: Related project and public outreach event promotion

1.4 PRESS RELEASES

In collaboration with the City’s PIO, the RBF Outreach Team will prepare press releases to promote early stages of the Chiquita Ridge planning project. For example, press release headlines/content may relate to “City Moving Forward: Planning Chiquita Ridge,” “Let Your Voice Be Heard: Chiquita Ridge Workshop Upcoming!” or “Chiquita Ridge Online: Your Survey Counts!” While not limited to such, the following list summarizes some of the local online and/or hard-copy publications suitable for promoting the project:

City Website (Online) My Rancho Santa Margarita Newsletter (Online) Trabuco Canyon News (Hard-Copy Publication/Online) Saddleback Valley Unified School District Community Flyer (Online) OC Register (Newspaper)

Assumptions: Up to 16 hours of research, writing and coordination of approval for two (2) press release articles by an RBF Corporate Affairs Team Member; City to select the preferred publications for press release distribution

Deliverables: One (1) draft and one (1) final each for a total of two (2) press releases

1.5 COMMUNITY WORKSHOP NO.1 (INFORMATIONAL OUTREACH)

The RBF Outreach Team will conduct a community workshop early-on in the Chiquita Ridge planning process. The workshop will be structured as an open house focused on information-sharing and education – more specifically related to understanding the project area, scope/timeline and deliverables, project contacts, defining “highest and best use,” future opportunities to participate, etc. The RBF Team will look for opportunities to include use of our in-house handheld polling devices during this workshop to survey the public about their demographics and any preliminary ideas they may have regarding programmatic uses for the site.

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Assumptions: Preparation for and facilitation of a two (2) hour workshop by up to two (2) RBF Outreach Team Members at City Hall or within the City of Rancho Santa Margarita

Deliverables: One (1) draft and one (1) final workshop agenda, sign-in sheets, up to three (3) exhibit boards, one (1) draft and one (1) final PowerPoint presentation (includes handheld polling use), and a follow-up workshop summary

1.6 INTERACTIVE ONLINE SURVEY

The RBF Outreach Team will prepare a set of detailed survey questionnaires for use online through the City of Rancho Santa Margarita’s Website: “Let Your Voice Be Heard!” survey page. The use of interactive online outreach tools will ensure that all community members have an opportunity to participate in the Chiquita Ridge planning process, even if they cannot attend in-person workshops. The City will benefit from being able to collect tangible data from the public regarding a variety of topics (e.g. site opportunities/constraints, programmatic uses, etc).

Assumptions: Development of two (2) sets of survey questions prepared by an RBF Outreach Team Member; Each set of questions to contain up to 25 questions and be vetted through City Staff and the City’s PIO; City will be responsible for uploading the survey questions and downloading results for the RBF Project Team to review/analyze

Deliverables: One (1) draft and one (1) final each for two (2) sets of survey questions; One (1) summary of survey results/analysis

TASK 2: OPPORTUNITIES AND CONSTRAINTS

This task includes the preparation of an opportunity and constraints analysis for potential sports park and development uses on the City-owned Chiquita Ridge property.

The analysis will include the following elements:

2.1 INFORMATION GATHERING

RBF staff will contact and meet with City staff to identify and obtain relevant materials associated with the property. Anticipated information to be gathered includes 1) information used in the development of the settlement agreement including studies and mapping related to soils, slope, biological resources, cultural resources, topography, and access (if available); 2) information available from the city on traffic volumes on Antonio Parkway; 3) information related to the existing on-site water tank, including soils and/or geotechnical studies prepared for its construction if available from the water district; 4) additional information related to City goals related to park development; 5) City Park Design

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Standards (if available); and 6) “Intermap” topographic files (five foot contours) will be obtained and a base map prepared with boundaries provided in the settlement agreement.

Assumptions: No geotechnical or cultural resource studies are assumed in this scope of services.

Deliverables: Base map

2.2 BIOLOGICAL ASSESSMENT

Harmsworth Associates, biological consultants with extensive experience in the vicinity will work with RBF to identify on-site biological constraints.

Task 2.2.1: Field Surveys

The project biologist will conduct site visits to the Chiquita Ridge site and map the vegetation communities onsite, conduct general plant and wildlife surveys and conduct habitat assessments for federal and state listed and other special status plant and wildlife species that might be present onsite. Determine if any federal/state listed and other special status species are present or have the potential to occur onsite. Determine if a wetland delineation is necessary for any areas of the site.

Task 2.2.2: Biological Technical Report

A biological constraints report will be prepared, including the findings of the field surveys and habitat assessments, an impact assessment of the proposed project, potential mitigation measures if necessary and consistency with CEQA.

Assumptions: This scope does not include costs for additional focused surveys that might be required (e.g. for rare listed plants/wildlife species that require specific focused surveys) or for a wetland delineation, which may be premature until a final development plan is produced (see Additional Services Section for optional tasks, including a wetlands delineation). This task assumes that the City will allow access to the site and provide boundary information based on the Settlement Agreement.

Deliverables: Report of Biological Constraints (five copies)

2.3 MARKET ANALYSIS: SPORTS PARK

Task 2.3.1: Parks Competitive Analysis

MR+E, a marketing and economic firm with specific expertise in the analysis of sports uses, will inventory the existing park facilities currently serving the Chiquita Ridge area with a focus on identifying levels of patronage, business volumes, and park concessions, and the economic characteristics of the potential market area relevant to a regional park. Significant recreational amenities available at the properties will also be inventoried; this task will also report on the existing economic performance of any lease holders currently in the parks.

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Task 2.3.2: Market Characteristics

MR+E will undertake a comprehensive analysis of community characteristics and business volumes within the relevant market area. Specifically, we will determine the existing conditions and historic trends for the following data points:

• Socioeconomic and demographic data for the plan area and surrounding markets • Household and family structure characteristics • Income and occupation data • Labor force occupation and income data for plan area and surrounding markets • Recent real estate transactions and development applications

This task will utilize information from a broad variety of primary data sources ranging from State Board of Equalization records, Census and Department of Finance data and U.S. Bureau of Labor Statistics records through the California Economic Development Department Labor Market Information. Characteristics we will review include population, households, age distribution, income distribution, and educational attainment.

This market information will be used to estimate patronage levels for participatory sports including diamond and field sports as well and to provide estimates of expenditures by visitors and activity participants.

Deliverables: One copy of a Draft and Final Sports park market analysis memorandum plus a digital (pdf) file.

2.4 MARKET ANALYSIS: DEVELOPMENT POTENTIAL

RCLCO will conduct the market analysis for potential development uses on the site. RCLCO will conduct market assessment to identify development opportunities at the site for each candidate land use emerging from the Task 1 community outreach/education effort, as well as city input. The land uses that RCLCO will test for market feasibility will require city authorization prior to moving forward with the effort. The market analysis will be prepared for each candidate land use in accordance with the methodology outlined below. a. Competitive Market Area (CMA). Define the competitive market area (CMA) for each candidate land use at the subject property based on: a review of local area development trends, an assessment of socioeconomic trends, and discussions with knowledgeable real estate representatives. b. Supply Conditions. Survey a representative number of major competitive projects for the purpose of assessing market supply conditions and performance. Characterize these projects with respect to the following: commercial uses -- name of facility, developer/owner location, net rentable area, development date, lease rates, tenant improvements, occupancy, and target market(s); and residential uses – project name and location, developer, development date, development program (total units, type, sizes, density), prices or rents, absorption and target market. c. Planned and Proposed. Characterize major planned and proposed projects in the manner outlined previously for existing projects. Note that these projects would be in a city’s development pipeline. d. Demand Outlook Assessment. Assess market demand for each candidate land use based on the following considerations: anticipated increases in primary demand sources

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(population growth, regional employment growth), local real estate patterns, market conditions and trends, successful lease-up/absorption of comparable product, market entry of major competition, and the location strengths of the subject Chiquita Ridge site. e. Market Opportunities. Translate the preceding market research and findings regarding the candidate uses into market-driven development recommendations. For those land use(s) where market support exists, characterize the recommendations in terms of: land use, general product description, achievable sales prices or rents, market entry and absorption/sales velocity.

2.5 OPPORTUNITIES AND CONSTRAINTS ANALYSIS

RBF will prepare an Opportunities and Constraints overview for the site, in order to provide input toward the preparation of potential park and development alternative uses. A report will be prepared that will outline the results of baseline studies, primarily consisting of literature/records searches and initial site reconnaissance and ultimately will provide conclusions and recommendations. The Opportunities and Constraints overview will include the following tasks: 2.5.1 Land Use and Planning.

RBF will summarize the existing uses on the site as well as surrounding uses, and identify and summarize applicable General Plan, zoning and other regulatory documents that pertain to the site. Relevant components of the settlement agreement will be reviewed and incorporated into the report. Discretionary approvals required for park and/or development uses will be outlined, along with related environmental requirements to comply with the California Environmental Quality Act.

2.5.2 Traffic/Circulation

RBF’s transportation planners will obtain from City existing traffic counts (if available) to determine existing and forecast capacity for Antonio Parkway, identify existing and planned circulation improvements through coordination with the City’s traffic engineer, and prepare a preliminary assessment of the existing transportation system and potential access points to the site for park and other development uses. Constraints related to access or capacity such as sight distance and operational characteristics will be identified. The Fire Authority will be contacted to confirm access/secondary access requirements. City standards related to access will be reviewed and summarized. Impact fees for traffic facilities will be identified. Actual traffic analysis or modeling would be prepared in support of the environmental process after a project is defined. RBF could provide that service as an additional service or more likely the EIR consultant may provide it.

2.5.3 Drainage

Based upon information provided by the City and/or Flood Control District and a site visit, RBF will review the existing drainage facilities on-site and identify off-site drainage systems which accept flows from the site. The Master Plan of Drainage and/or General Plan will be reviewed to identify drainage constraints in the vicinity. New drainage standards adopted by the City will be reviewed and identified, including review of water quality ordinances. Impact fees for drainage will be identified.

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2.5.4 Public Services and Utilities

RBF will review and identify fire facilities in the vicinity, as well as schools. Impact fees for these items will be identified if present.

2.5.5 Water and Sewer Systems

RBF Water Resources Department will identify the agencies that provide water and sewer service to the site, obtain planning standards and coordinate with staff on most appropriate methods for determining existing water and sewer system capacities and connection points, excess capacity for new development, and coordination requirements for the existing water tank. This task includes up to one meeting or other contact with each system purveyor.

2.5.6 Legal Constraints

RBF will review a title report prepared for the site provided by the City and any information in the settlement agreement and identify easements or other constraints noted that would impact use of the site.

2.5.7 Slope and Grading Constraints

Based on the topography information obtained in task 2.1 a slope analysis will be performed to identify existing conditions and constraints based on slope. Schematic grading alternatives will be prepared to identify potential concepts that would accommodate a sports park (primarily a flat or terraced site is assumed) and other development uses. A rough estimate of grading/export quantities will be prepared for discussion purposes.

2.5.8 Meeting on Preliminary Findings and Discussion of Land Use Options

RBF will consolidate the findings of the opportunities and constraints analysis, public input, and market analysis for the park and other development uses in a draft report. A meeting will be held with project principals and senior City officials (to include the City Manager, Director of Development Services, Economic Development Director or others as determined by the City) to discuss the findings and identify city priorities for final recommendations. Issues to be discussed would include the balance between maximizing flat development area with grading costs as well as the level of detail for final recommendations. With the direction received in the meeting with senior city representatives, programmatic alternatives for land uses would be provided.

2.5.9 Financial Testing

RCLCO will estimate land values for undeveloped land for the market-supported candidate use(s) resulting from Task 1 above. The results will provide the city with an estimate of a sales price that it might expect to receive from a future land sale assuming the candidate land use is fully entitled. We will look to team members to provide estimated land improvements costs enabling RCLCO to projected undeveloped land value (improved land value less the cost of physical land improvement that create buildable pads). RCLCO will be responsible for all other revenue and construction cost inputs, and the incorporation of measures of financial return (profit margin, return on equity, cash-on-cash returns).

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• Improved Value. Conduct a residual land value analysis to determine the improved value of each land use and each concept overall. For the purpose of this effort, land residual models will be static. Alternatively, we will apply “rules of thumb” to arrive at land value, e.g., in many markets, improved lot value as a percentage of residential sales price is understood as a percentage range. • Undeveloped Land Value. Determine undeveloped land value by deducting land improvement costs from improved land value. • Ranking Land Use(s). Rank each land use in terms of total undeveloped land value and total undeveloped land value per acre.

2.5.10 Fiscal Impact Analysis

RCLCO will undertake a fiscal impact (General Fund) evaluation of the market-driven land uses. The results will enable the city to differentiate the net revenue impacts for the candidate land use(s). a. Projected Revenues. Project the recurring municipal cost impacts (General Fund) per land use. Establish city-wide average cost relationships (per capita, per employee or per acre) by major function/department for use in projecting the incremental General Fund costs. Apply the average cost factors to project incremental municipal costs by market- supported land use. b. Projected Costs. Project the incremental General Fund revenues generated by each market-supported use. Confirm with the appropriate City finance officials the major municipal revenue categories to which the market-supported uses would likely generate tax revenues. Project tax revenues land use by applying the appropriate factors to the development characteristics of each land use by revenue source. c. Net Fiscal Impact. Compare incremental revenues and expenditures by land use to determine net fiscal impact. d. MR+E will provide economic and fiscal analysis to these elements for the public sector sports park.

• Scenario refinement analysis • Select preferred scenario based on evaluation of land use opportunities • Planning level cost estimates for each project • Strategy for facilities acquisition and development costs • Phasing and financing • Cost estimates for new facilities and infrastructure needs

2.5.11 Comparative Evaluation of Candidate Land Use(s)

For internal strategic planning by city staff and the project management team, organize the preceding market and financial analysis into a matrix. For each development use, RCLCO will present the following: market depth, undeveloped land value, and net fiscal impact.

2.5.12 Conclusions and Recommendations

A bubble sketch of the potential development areas will be prepared in order to assess gross and net acreage based on the noted constraints. Grading assumptions will be made based on two mass grading sketches (no formal grading plan will be prepared).

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A comparison table of potential land use programs will be prepared, showing gross and net site area, access and infrastructure issues. Based upon this analysis, recommendations for a land use strategy will be presented for analysis in Task 3 and a revised report will be provided to the City.

Assumptions: The market and fiscal analyses budget provided in the Compensation is based on an in-depth analysis of a single land use as determined in consultation with the City. Budget for a two- or three-use scenario is provided in the Compensation Table under Additional Services.

Deliverables: Opportunities and Constraints Report with Market, Fiscal, and Financial analysis. Five copies will be provided as well as an electronic file.

TASK 3: STRATEGIC BUSINESS PLAN

The City of Rancho Santa Margarita is seeking to establish the likely feasibility of an active sports recreation complex to be developed at a proposed site in Chiquita Ridge. As a key portion of this analysis the project team is proposing to provide the city with a strategic business plan that establishes the potential economic operating parameters of the project and established an implementation strategy for the project based on an economically sustainable business plan. The findings will be supported by an analysis of forecast operations pro forma for the proposed facility, as well as an investigation of the achieved performance of existing facilities comparable and competitive facilities elsewhere in California. This will be used to form the basis of a developer’s side proforma for use by the city in establishing the potential capital requirements and revenue opportunities for the park. The final deliverable form this set of tasks will be a development prospectus that can be used to recruit operating partners and establish the economic, fiscal benefits of the proposed program, and ultimately to continue the development process.

This task will characterize alternative strategic plans leading to implementation, i.e., property development for consideration by the City, subject to an initial discussion with City regarding alternative roles it is willing to consider. For the preferred strategic direction, indicate: city responsibilities, capital requirements, operations budgets, phasing, and cash flows (land sales proceeds, annual net municipal revenues, etc.).

3.1 COST ESTIMATE

RBF will prepare a preliminary cost estimate for construction costs for the land use alternatives identified for analysis by the City. Costs will include extension of infrastructure, grading, and park construction costs. Cost estimates will include the park construction costs but will only include site development costs for the non-park uses (i.e. no building costs will be estimated).

Assumptions: The cost estimate will be prepared based on the grading concept selected by the City and will provide an earthwork quantity for grading costs. The cost estimate will not include an estimate of fees. Park construction cost will be general in nature due to the lack of detail at this level of planning.

Deliverables: Preliminary cost estimate for up to two land uses.

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3.4 STRATEGIC BUSINESS PLAN

RCLCO, MR+E, and the RBF team will work with the city and team to frame potential city roles, from outright land sale to ground leasing.

1. Alternative Private/Public Sector Structures. Frame alternative private/public sector strategies leading to property development. Consider the elimination of certain private/public sector strategies with which the city has little interest and/or concerns about risk/exposure. Facilitate city decision-making by characterizing each alternative private/public sector strategy alternative with respect: city exposure/risk, city capital requirements and responsibilities, internal staffing needs and adequacy of staff experience, and revenue streams (from land proceeds, sharing of development- generated cash flow, and net fiscal impact).

2. Preferred Private/Public Sector Structure. Arrange in a matrix format the various elements of each private/public sector property development structure to facilitate city selection.

3. Implementation Planning of Preferred Private/Public Sector Structure. Prepare more detailed analyses of costs, phasing and next steps associated with the selected private/public sector strategy.

4. Development of Sports Park Operations Pro Forma. In this task MR+E will develop a stable year operating revenue forecast for the proposed facility that will provide estimates of annual:

• On-site retail sales • On-site food and beverage sales • Local attendance • Non-local attendance • Operations costs • Capital structure

Deliverables: Draft and Final Business Plan document

3.5 PRESENTATIONS

RBF’s project manager will present the findings and recommendations to the City Manager, make any modifications needed based on that meeting, and present the findings and recommendations to the City Council.

Assumptions: City will provide noticing and agenda production for this hearing. It is assumed that the City staff will provide the staff report for the hearing.

Deliverables: Powerpoint draft for City use and editing

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TASK 4: SITE MASTER PLAN PROCESS

This task is based on the assumption that the City chooses to move forward with a development concept and business plan identified in the previous tasks.

A developer, either for the sports park site, a commercial/residential site, or both would develop their own detailed site plans and mapping. The goal of this task is to develop a Conceptual Site Master Plan that would provide the City with adequate detail to confirm its vision for the site and to provide the basis for a project description for EIR purposes and then to process the regulatory elements (General Plan Amendments and Zone Change) to provide the basis for a developer’s proposal in future tasks.

4.1 SITE MASTER PLAN DEVELOPMENT

RBF’s land development and landscape architecture staff will prepare two to three diagrams that illustrate the placement, relative size, and relationships of key components of a potential sports park and development area. The diagrams will be schematic in nature and will demonstrate key elements. The schematic plans will be illustrated “bubble” diagrams.

Based on a workshop with City Council, RBF will identify a preferred alternative and refine the preferred Schematic Diagram into a Preliminary Conceptual Site Master Plan with a conceptual grading plan. The illustrated plan will depict trails, park amenities, links with existing local amenities, structures, equipment, areas for specific activities, and other items that come from the public involvement discussions and market analysis.

The Conceptual Site Master Plan would become the basis for a general plan amendment and zone change from Open Space to the identified land uses and would further serve as the basis for a programmatic-level CEQA analysis. As the ultimate intent is for a development entity to develop the property in a future task, the final Master Plan must be conceptual and flexible in nature, as the future site developer will develop final project-level plans suited to their proforma.

Assumptions: The City will provide direction on the final concept diagram for refinement into a Site Master Plan. No document preparation is assumed for this task (i.e. development standards etc). No specific equipment or architecture will be assumed or included in the plan nor will specific plant palettes or materials be selected.

Deliverables: 2-3 Bubble Diagrams of schematic land use plans for the site and a colored Conceptual Site Master Plan.

4.2 STAFF SUPPORT SERVICES

RBF is well versed in providing management services though the entitlement and environmental review process. Our services in this task are assumed to be through approval of basic entitlements: General Plan Amendment and Zone Change based on a Site Master Plan (which may or may not be subject to an “approval” by the City) and certification of a program-level Environmental Impact Report. Our services will include the following:

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• Preparation of the in-house request for a General Plan Amendment and Zone Change in support of the Site Master Plan concept. • Assistance in preparation of a Request for Proposal for an EIR Consultant, including writing (or assisting staff in writing) a project description for the RFP. • Assistance in review and ranking of the EIR Consultants and their scopes of work, including ensuring that project biologists, traffic engineers, and/or other consultants are of high quality. Experience in climate change/greenhouse gas analysis will be reviewed. A recommendation would be made to staff and/or City Council. • Management of a kickoff meeting with the selected EIR consultant, including preparation of agendas and meeting notes and review and comment on the EIR consultant’s schedule and any needed modifications to their scope of work. • Management of the CEQA process, including review of the Notice of Preparation, assistance in noticing, management of scoping meeting(s) and workshops. • Review of the drafts of documents and technical studies in coordination with department heads. Review of the final Mitigation Monitoring Program. It is assumed that routing of documents would be done by City staff. • Coordination with relevant agencies on issue resolution • Assistance with staff reports, with primary preparation assumed to be by City staff. • Coordination with the City attorney on CEQA findings, Ordinance and/or Resolution wording with the primary preparation by City. • Regular meetings with senior staff and overall City team. • Hearing attendance through EIR certification.

Assumptions: City staff is assumed to prepare staff reports for hearings with RBF review. City will do all noticing of hearings and internal routing of plans. RBF will coordinate with the City attorney on wording of ordinances and resolutions but assumes that the City will draft ordinance and resolution language and CEQA findings.

Deliverables: As noted above.

4.3 PERMITTING STRATEGY

State and federally regulatory permits are potentially required for any project on the Chiquita Ridge site due to potential streambed impacts, required water quality approvals, and potential impacts to sensitive species. Obtaining permits is usually based on two critical path items: certification of an environmental document analyzing the impacts under the California Environmental Quality Act (CEQA) and initiation of an action that results in impacts, usually grading. In the case of the Chiquita Ridge project, it is unlikely that permits would be processed until a site developer has been chosen, project-level entitlements are in place, and a grading plan is being processed. Permit applications are project/action specific and require significant detail.

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It is crucial to obtain agency concurrence and/or feedback from the regulatory agencies prior to the application process. Utilizing existing relationships, RBF shall coordinate an on-site meeting with the U.S. Army Corps of Engineers, San Diego Regional Water Quality Control Board, and the California Department of Fish and Game (CDFG) at the appropriate time to introduce the project, review the delineation of jurisdictional waters and discuss potential permitting strategies. Anticipated regulatory agency staff for this project includes Jason Lambert (Corps), Chad Loflen (Regional Board) and Marilyn Fluharty (CDFG). RBF has found these Pre-Application Field Meetings to be extremely beneficial with regards to avoiding or streamlining the permitting process and ensuring that the project’s program-level EIR for the anticipated zone change from Open Space uses would adequately analyze and mitigate impacts as well as identify the appropriate regulatory permits needed.

Both RBF’s regulatory services staff and Harmsworth Associates have excellent high-trust relationships with the regulatory agencies and would coordinate any meetings or site visits required.

Note that a jurisdictional delineation is not included in this scope of services; however it is provided as an Additional Service.

Assumptions: RBF regulatory staff will coordinate the meetings with regulatory agencies and provide meeting notes for the City and EIR Consultant.

Deliverables: Meeting notes.

4.4 PUBLIC EDUCATION/MEDIA PLAN

4.4.1 Community Outreach Events Promotion

The RBF Outreach Team will promote the Chiquita Ridge planning process to-date, online survey access, community field visit and other upcoming public participation events (Community Workshop No. 1 and No. 2). While not limited to such, the following list summarizes some of the City of Rancho Santa Margarita’s events/locations suitable for promoting the project:

• 4th Annual Healthy Expo & 5K Run/Walk (September) • Taste of Ranch (June) • Summer Concert Series (July/August) • Movie Day (Monthly) • Promotion at Local Grocery Store (Weekend)

Assumptions: Up to three (3) hours of promotion by up to two (2) RBF Team Members at two (2) community events; Total hours for promotion can be re-distributed to cover more events for less amounts of time; City to select the preferred events/locations for RBF to attend

Deliverables: Related project and public outreach event promotion

F-18 City of Rancho Santa Margarita Page 165

4.4.2 Community Workshop No. 2 (Site Master Plan Results)

The RBF Outreach Team will conduct a community open house workshop during the final stages of the Chiquita Ridge planning process. The workshop will be structured as an open house during which the results of the site master planning process are shared with the community. It will be important to also highlight the various stages throughout the planning process during which community input was received. In conclusion, the workshop will end with a discussion of “next steps” for the project (i.e. pre-development plan and construction) and use of the handheld polling devices to survey the community’s satisfaction with the overall Chiquita Ridge planning process and site master plan.

Assumptions: Preparation for and facilitation of a two (2) hour open house workshop by up to two (2) RBF Outreach Team Members at City Hall or within the City of Rancho Santa Margarita

Deliverables: One (1) draft and one (1) final workshop agenda, sign-in sheets, up to two (2) exhibit boards, one (1) draft and one (1) final PowerPoint presentation (includes handheld polling use), and a follow-up workshop summary

4.4.3 Press Releases

In collaboration with the City’s PIO, the RBF Outreach Team will prepare press releases to promote later stages of the Chiquita Ridge planning process. For example, press release headlines/content at this point may relate to “Chiquita Ridge: Site Master Planning Underway,” “Chiquita Ridge Field Visit: Community Encouraged to Attend!” or “Chiquita Ridge: Next Phase.” While not limited to such, the following list summarizes some of the local online and/or hard-copy publications suitable for promoting the project:

City Website (Online) My Rancho Santa Margarita Newsletter (Online) Trabuco Canyon News (Hard-Copy Publication/Online) Saddleback Valley Unified School District Community Flyer (Online) OC Register (Newspaper)

Assumptions: Up to 16 hours of research, writing and coordination of approval for two (2) press release articles by an RBF Corporate Affairs Team Member; City to select the preferred publications for press release distribution

Deliverables: One (1) draft and one (1) final each for a total of two (2) press releases

 City of Rancho Santa Margarita F-19 Page 166

TASK 5: PRE-DEVELOPMENT PLAN

RBF is not providing a defined scope of work for this task until and unless the City determines to move forward with a development project. RBF’s approach to this phase of the project would be as follows:

• Work with the City to prepare an RFP for a site developer for the entire site or two entities that would develop the public sports park facility and the development site. A qualification phase is recommended in order to reduce potential developers to those with the experience and financial means to accomplish a project of this nature. As with the EIR process, RBF would take a lead role in reviewing the submittals, vetting references and experience, and would likely work with an economic firm to review financial proposals; rank proposers, and make a recommendation to the City Manager and ultimately to the City Council. • Work to ensure the integration of sustainable concept throughout both the Sports Park program (including LID concepts such as bioswales, low water usage irrigation and plantings) and in the development area. Experience with, and support for, sustainable development should be a core requirement for any site developer or design team chosen for this project. • Although a site developer would generally retain their own team of planners and engineers, the sports park may be designed under City contract and direction. In this case, RBF would assist in preparation of an RFP for park design and engineering, review and rank respondents and assist in the selection process as well as review final scopes of work prior to execution. RBF’s project manager and head Landscape Architect would provide professional park design oversight in the plan preparation. RBF can, if desired, perform the park design plan check for the City as we have for other jurisdictions. • RBF would perform plan review oversight of all mapping for the property, assuming that the City is able to subdivide its own property via a metes and bounds process and that a developer would be likely to require a subdivision map (both tentative and final). RBF is well versed in preparation of conditions of approval for subdivision maps as well as plan check of such maps. • RBF would provide oversight, and preparation as needed, of phasing schedules for timely completion of the project. • Ongoing communication with City staff; at this level a key figure would typically be the City Engineer and other senior City stakeholders. RBF would hold regular City/developer team meetings and keep a record of ongoing action items through approval.

TASK 6: PROJECT/CONSTRUCTION LIAISON

RBF is not providing a defined scope of work for this task until and unless the City determines to move forward with a development project. RBF’s general approach to this phase of the project would be as follows (to be modified as this phase becomes a reality):

• RBF assumes that our Project Manager Gary Armstrong would continue to provide project continuity through the construction phase, with the addition of a Construction Liaison, tentatively proposed at this time to be Jerome Ruddins, who heads RBF’s Construction Management group. • Work with the site developer(s) to prepare and maintain a comprehensive construction schedule through final acceptance.

F-20 City of Rancho Santa Margarita Page 167

• Conduct condition of approval and mitigation compliance review as the project proceeds through grading, site development, and vertical construction for both portions of the project. Tables of compliance by phase (grading permit, building permit, occupancy) would be prepared and compliance tracked through a binder system of tracking, with backup documents for final City engineer and/or Director approvals. • Work with a financial partner to review purchase agreements and assist the City attorney as needed to develop disposition and development agreements as appropriate. RBF has also worked with City’s to review escrow instructions in coordination with title companies. • RBF has a full Construction Management department that can provide many levels of construction oversight, from merely financial/scheduling (reviewing invoices and progress) through grading compliance and final acceptance.

 City of Rancho Santa Margarita F-21 Page 168

ADDITIONAL SERVICES

OPTIONAL TASK A: COMMUNITY FIELD VISIT

The RBF Outreach Team will conduct a field visit of Chiquita Ridge with all interested community stakeholders. RBF Team Members will walk with stakeholders throughout the site to discuss various physical opportunities and constraints (as detailed in the Opportunities and Constraints Report). Project field visits allow stakeholders to comment on specific site issues, as well as to understand the physical conditions (in this case topography is a large factor) that influence design enhancements. It also provides an opportunity to alleviate any community concerns (should they exist), which have the ability to influence acceptance of development plans/proposals going forward. As deemed necessary, the RBF Team may set cones or other distinct identifiers around areas of Chiquita Ridge to visually clarify where/how the site may be planned, boundaries exist, impacts may occur, etc. Disposable cameras and/or note-taking aerials maps may also be distributed for participants to use in recording their own individual findings

Assumptions: Preparation for and facilitation of a one (1) hour community member field visit to “Chiquita Ridge” by up to two (2) RBF Outreach Team Members; RBF to provide up to 20 black/white copies of site/aerial plan; Disposable camera costs not included

Deliverables: One (1) one-hour community field visit to Chiquita Ridge

OPTIONAL TASK B: COMMUNITY DESIGN CHARRETTE

Should the City wish to seek more detailed input from the community, the RBF Outreach Team will conduct a community workshop during the mid-point in the Chiquita Ridge planning process. The workshop will be structured as a design charrette during which community members/stakeholders will have opportunities to provide their input on the land use alternatives being explored (based on opportunities and constraints outlined during the field visit and reiterated during the workshop), open space integration, public trail connections, Sports Park configuration/amenities, and potential other uses (e.g. entertainment, restaurant, hotel, water park, miniature golf/arcade types of uses). Also included in the charrette will be the Visual Design Preference Survey, during which participants use the handheld polling devices to vote on various design features presented to them through PowerPoint image slides. Throughout the workshop (and if desired by the City), the Project Team Economist may share information related to project financing, revenues, phasing (Strategic Business Plan items).

Assumptions: Preparation for and facilitation of a three (3) hour design charrette by up to three (3) RBF Outreach Team Members and the Project Team Parks Economist at City Hall or a City meeting room.

Deliverables: One (1) draft and one (1) final workshop agenda, sign-in sheets, various workshop maps/drawings, one (1) draft and one (1) final PowerPoint presentation (includes handheld polling use), and a follow-up workshop summary

F-22 City of Rancho Santa Margarita Page 169

OPTIONAL TASK C: JURISDICTIONAL DELINEATION

A. RBF will conduct a site reconnaissance to perform a delineation that will determine jurisdictional “waters of the United States” and “waters of the State” (including wetlands), located within the boundaries of the project site. This task includes time for one (1) site visit to document existing conditions and jurisdictional areas. RBF’s delineation methodology is in compliance with the most recent U.S. Supreme Court decision, Rapanos v. United States and Carabell v. United States, which resulted in changes to Corps jurisdictional authority after June 2007. The delineation will result in:

• a determination of the Corps’ ordinary high water mark (OHWM) and indicate the existence of any three (3) parameter wetlands on-site. The actual presence or absence of wetlands on- site will be verified through the determination of the presence of hydrologic conditions, hydrophytic vegetation, and hydric soils pursuant to the September 2008 Regional Supplement to the Corps of Engineers Wetland Delineation Manual: Arid West Region (Version 2.0). A significant nexus test is excluded from this scope of work; therefore, findings will be based on the assumption that a Preliminary Jurisdictional Determination will be pursued with the Corps.

• the CDFG’s jurisdiction being identified via the top of bank of the on-site streambed or to the outer drip line of riparian vegetation (if present) pursuant to the 1994 CDFG Field Guide to Lake and Streambed Alteration Agreements; and,

• in cases where isolated and/or Rapanos conditions are present, the JD will identify areas under the jurisdiction of the Regional Board.

B. Prior to visiting the project site, RBF Regulatory staff will conduct a thorough literature review of relevant information that supports the site reconnaissance and report preparation. Sources reviewed are anticipated to include topographic maps, soil surveys, historic and current aerial photography, flood maps, hydrology/climate information and watershed data.

Once RBF conducts a site visit and the project site baseline information is obtained, RBF will prepare a comprehensive written report discussing on-site jurisdictional areas. The delineation will consist of the following Sections: 1) Introduction and Purpose; 2) Summary of Regulations; 3) Methodology; 4) Literature Review; 5) Site Conditions; 6) Findings 7) Regulatory Approval Process; 8) References; and 9) Appendices.

Deliverables: RBF will submit three (3) copies of the final delineation to the client. Findings will document existing jurisdictional resources and regulatory approvals that may be required. Pursuant to agency requirements, the delineation report will include a maximum of five (5) exhibits to enhance the written text and clarify the Project, jurisdictional areas, and project impacts. Exhibits are anticipated to include: 1) Regional Vicinity Map; 2) Site Vicinity Map; 3) Site Plans (or aerial); 4) Site Photographs; and, 5) a Delineation Map. This task includes time for Geographic Information Systems (GIS) analysis associated with the delineation map. The delineation map will be a scale of 1”= 300’ or greater and will consist of an aerial photograph. Drainages will be overlaid on the aerial photograph and each agency’s jurisdiction will be identified by width and length.

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F-24 City of Rancho Santa Margarita Page 171 Integration Plans Section G

Section G: Integration Plans Page 172

G. INTEGRATION PLAN

PROJECT MANAGEMENT SERVICES (RFP AS 031510)

G. INTEGRATION PLAN

RBF has extensive experience in providing professional planning and technical guidance and extension of staff services to public agencies on land use, entitlement, and economic projects.

Based on past experience, our team would communicate with the City on two levels: the City Manager and City Council level for policy and financial/economic issues and the staff level for many day-to-day items. RBF’s offices are within a few miles of the City and with this close proximity and electronic communications close contact will be maintained throughout the duration of the project.

The amount of staff support required by RBF is extremely flexible. We are well versed in preparation of notices, staff reports, and resolutions; however this scope of services assumes that these key staff functions would be handled by the City, with input by RBF. Should the need arise or if staff requires assistance due to other City demands, we can provide a wider range of extension of staff services.

Our planned communications and integration though the project can be summarized as follows:

• The RBF team will have regular meetings with appropriate City of Rancho Santa Margarita staff, and be available by phone or e-mail. Our core policy of excellent client service demands a quick turnaround for any calls or email requests received from the City. Regular schedule and status updates would be provided, as well as meeting notes to document decision points and action items. • RBF would request a list of key contacts at the City and would provide the City with similar information to allow for the most efficient communication. • RBF’s corporate office is less than ten miles from City Hall via surface roadways. It is our intent to promote communication and integration of our respective staff to provide seamless products and services. • RBF will provide draft work products to staff for review via electronic communications (email) to expedite review times. Redline comments would be provided as appropriate. A standard format for meeting notes and status updates would be developed and followed. • Because we maintain communications at both the staff and management levels, the appropriate city employees are kept updated on all aspects of the project. We intend to establish excellent relationships with City staff through high quality work and a close communications.

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G-2 City of Rancho Santa Margarita Page 174 Compensation /PaymentSchedule Section H

Section H: Compensation / Payment Schedule Page 175

H. COMPENSATION / PAYMENT SCHEDULE

PROJECT MANAGEMENT SERVICES (RFP AS 031510)

H. COMPENSATION / PAYMENT SCHEDULE

A compensation schedule for Task 1 through 4 including number of billed hours, anticipated material costs, hourly rates, final cost for each task is provided in a table on the following page. The schedule also contains Task 5 and 6 with hourly rates for the manager and construction liaison (hours will be determined at a future date). A list of additional optional services is included on page H-5 of the schedule.

At the back of this section we have provided the Non-Collusion Affidavit.

 City of Rancho Santa Margarita H-1 Page 176

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H-2 City of Rancho Santa Margarita Page 177

H. Compensation / Payment Schedule Project Management Services (RFP AS 031510)

SECTION V COMPENSATION

Task #: 1 Task Description: Preliminary Outreach and Public Education Plans

Individual Title Rate Hours Total RBF Consulting Gary Armstrong Project Manager $220 20 $4,400 Susan Harden Community Outreach Manager $185 17 $3,145 Margaret Bulat Project Planner $123 39 $4,797 Terryn O'Brien Public Relations Specialist $110 8 $880

Support Staff Graphic Artist, Communications $82 50 $4,100 RCLCO Robert Gardner Economics Project Director $360 5 $1,800 MR+E David Bergman MR+E Park Economist $160 6 $960

Materials/Reimbursable Expenses $700 Total: 145 $20,782

Task #: 2 Task Description: Opportunities and Constraints Report

Individual Title Rate Hours Total RBF Consulting Gary Armstrong Project Manager $220 60 $13,200 Margit Allen Project Planner $180 80 $14,400 Mike Erickson Transportation Planner $180 16 $2,880 John Kelterer Development Liaison $200 8 $1,600 John Andrew Landscape Architect $195 24 $4,680 Harry Shore Land Development Designer $180 40 $7,200 Rick Carrell Land Development Engineer $220 10 $2,200 Harmswoth Associates Biological Consultant Robert Harmsworth Biologist: Principal $140 3 $420 Paul Galvin Biologist: Manager $100 61 $6,100 M. Lippinscott Senior Biologist $80 16 $1,280 RCLCO Economists--Development Robert Gardner Economics Project Director $360 20 $7,200 Neal Tsay Economics Project manager $250 45 $11,250 Support Staff Associate Economist $150 50 $7,500 MR+E Parks Economist David Bergman Parks Economist $160 35 $5,600

Materials/Reimbursable Expenses $3,500 Total: 468 $89,010

Page H-3

RBF CONSULTING Page 178

H. Compensation / Payment Schedule Project Management Services (RFP AS 031510)

Task #: 3 Task Description: Strategic Business Plan

Individual Title Rate Hours Total RBF Consulting Gary Armstrong Project Manager $220 80 $17,600 Harry Shore Land Development Engineer $180 30 $5,400 John Kelterer Development Liaison $220 24 $5,280 MR+E Parks Economist David Bergman Parks Economist $160 55 $8,800 RCLCO Economists--Development Robert Gardner Economics Project Director $360 20 $7,200 Neal Tsay Economics Project Manager $250 40 $10,000 Support Staff Associate Economist $150 8 $1,200 Materials/Reimbursable Expenses 1,900$ Total: 257 $57,380

Task #: 4 Task Description: Site Master Plan

Individual Title Rate Hours Total Gary Armstrong Project Manager $220 200 $44,000 John Andrew Landscape Architect $195 16 $3,120 Jeremy Franzini Landscape Architect $140 30 $4,200 Harry Shore Land Development Engineer $180 32 $5,760 Margit Allen Project Planner $180 40 $7,200 Richard Beck Regulatory Specialist $138 16 $2,208 Susan Harden Community Outreach Manager $185 3 $555 Margaret Bulat Project Planner $123 6 $738 Terryn O'Brien Public Relations Specialist $110 8 $880

Support Staff Graphic Artist, Communications $82 20 $1,640 Materials/Reimbursable Expenses $500 Total: 371 $70,801

Task #:5 Task Description: Pre-Development Plan

Individual Title Rate Hours Gary Armstrong Project Manager $220 TBD

Task #:6 Task Description: Project/Construction Liaison

Individual Title Rate Hours Gary Armstrong Project Manager $220 TBD Jerome Ruddins Construction Manager/Liaison $220 TBD

TOTAL $237,973

Page H-4 RBF CONSULTING Page 179

H. Compensation / Payment Schedule Project Management Services (RFP AS 031510)

Additional Services

Optional Task A Community Site Visit Individual Title Rate Hours Total Gary Armstrong Project Manager $220 2 $440 Susan Harden Community Outreach Manager $185 2 $370 Margaret Bulat Project Planner $123 4 $492 Total: 8 $1,302

Optional Task B Design Charrette Individual Title Rate Hours Total Gary Armstrong Project Manager $220 5 $1,100 Susan Harden Community Outreach Manager $185 8 $1,480 Margaret Bulat Project Planner $123 16 $1,968 Support Staff Graphic Artist $82 3 $246 David Bergman, MR+E Parks Economist $160 4 $640 Total: 36 $5,434

Optional Task C Wetlands Delineation Individual Title Rate Hours Total Richard Beck Regulatory Specialist/Analyst $138 35 $4,830 Total: 35 $4,830

Optional Task D Budget Market/Fiscal/Financial 2 Land Use Scenarios (note: this is not an additional cost, but the full cost for 2 scenarios) Individual Title Rate Hours Total RCLCO Economists--Development Robert Gardner Economics Project Director $360 35 $12,600 Neal Tsay Economics Project manager $250 79 $19,750 Support Staff Associate Economist $150 88 $13,200 Materials/Reimbursables $2,280 Total: 202 $47,830

Optional Task E Budget Market/Fiscal/Financial 3 Land Use Scenarios (note: this is not an additional cost, but the full cost for 3 scenarios) Individual Title Rate Hours Total RCLCO Economists--Development Robert Gardner Economics Project Director $360 45 $16,200 Neal Tsay Economics Project manager $250 101 $25,250 Support Staff Associate Economist $150 113 $16,950 Materials/Reimbursables 2,920 Total: 259 61,320

Page H-5

RBF CONSULTING Page 180

H. Compensation / Payment Schedule Project Management Services (RFP AS 031510)

Percent Complete

Client agrees to compensate Consultant for such services as follows:

A fee of $237,937, plus the direct cost of reimbursable expenses.

Progress billings will be forwarded to the Client on a monthly basis. These billings will include the fees earned for the billing period plus all direct costs advanced by Consultant. The Client shall make every reasonable effort to review invoices within fifteen (15) working days from the date of receipt of the invoices and notify Consultant in writing of any particular item that is alleged to be incorrect.

The fees proposed herein shall apply until August 1, or (February 1) 2010. Due to ever-changing costs, Consultant will increase those portions of the contract fee for which working must still be completed after August 1 (or February 1), by ten percent (10%.

Page H-6 RBF CONSULTING Page 181 Page 182

Section I: Certificate of Insurance Certificate ofInsurance Section I Page 183

I. CERTIFICATION OF INSURANCE

PROJECT MANAGEMENT SERVICES (RFP AS 031510)

I. CERTIFICATION OF INSURANCE

(A-1) Appendix 1 – Consultant’s Acknowledgement of Compliance with Insurance Requirements for Agreement for Professional Services is provided at the end of this section.

 City of Rancho Santa Margarita I-1 Page 184

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I-2 City of Rancho Santa Margarita Page 185 Page 186

Section J: Certification of Proposal Certification ofProposal Section J Page 187

J. CERTIFICATE OF PROPOSAL

PROJECT MANAGEMENT SERVICES (RFP AS 031510)

J. CERTIFICATE OF PROPOSAL

(A-2) Appendix 2 – Certification of Proposal to the City of Rancho Santa Margarita is provided at the end of this section.

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J-2 City of Rancho Santa Margarita Page 189 Page 190 Page 191 Page 192 Page 193 Page 194 Page 195 Page 196

CORE VENTURES Community Owned Real Estate

TABLE OF CONTENTS

A. COVER LETTER

B. COMPANY DATA

I. CORE Ventures B-3 II. Nuquest Ventures B-7 III. Keena Thomas Communications B-12 IV. KTGY B-16 V. RJM Design Group B-20 VI. Fuscoe Engineering B-23 VII. The Moote Group B-32 VIII. Stoney-Miller Consultants B-35 IX. PCR B-38 X. Austin Foust Associates B-43

C. RESUMES & QUALIFICATIONS

I. CORE Ventures C-1 II. Nuquest Ventures C-3 III. Keena Thomas Communications C-6 IV. KTGY C-10 V. RJM Design Group C-15 VI. Fuscoe Engineering C-17 VII. The Moote Group C-21 VIII. Stoney-Miller Consultants C-29 IX. PCR C-34 X. Austin Foust Associates C-39

D. ORGANIZATIONAL CHART

E. REFERENCES

F. OVERVIEW AND APPROACH

I. Understanding of the Project F-1 II. Approach to the Project F-4 Workflow Exhibit F-6 III. Sustainability Issues F-11 IV. Scope of Work F-12

Chiquita Ridge Proposal i Page 197

V. Additional Services F-13 VI. Alternate Non-Compliant Option F-13

G. INTEGRATION PLAN

H. COMPENSATION AND PAYMENT SCHEDULE

I. Introduction H-1 II. Summary H-3 III. CORE Ventures H-4 IV. Supplemental Needs Assessment and Programming H-5 V. Nuquest Ventures H-6 VI. Keena Thomas Communications H-7 VII. KTGY H-8 VIII.RJM Design Group H-9 IX. Fuscoe Engineering H-10 X. The Moote Group H-15 XI. Stoney-Miller Consultants H-16 XII. PCR H-17 XIII.Austin Foust Associates H-18 Scope of Work Exhibits

I. CERTIFICATE OF INSURANCE

J. CERTIFICATION OF PROPOSAL

Chiquita Ridge Proposal ii Page 198

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April 15, 2010

Mr. Mark Taylor Human Resources/Risk Management Administrator HAND DELIVERED CITY OF RANCHO SANTA MARGARITA 22111 El Paseo Rancho Santa Margarita, CA 92688

RE: RFP #AS 031510 – Chiquita Ridge Project Management

Dear Mr. Taylor:

CORE Ventures is very pleased to submit this proposal in response to your request for professional services to provide requisite project management, opportunity and constraints analyses, community outreach, feasibility studies, and preparation of a Strategic Plan and related Master Plan for the Chiquita Ridge property sited in the City of Rancho Santa Margarita (“City”). We have assembled an extraordinary team of highly qualified professionals to assist us in our efforts to advise the City in the complex task of evaluating land development potential and the related means and methods of delivery of public facilities on the Property. CORE Ventures is an acronym for Community Owned Real Estate Ventures, which has been our individual focus and specialization for over 25 years. Whether serving as a fiduciary advisor to a City, other governmental entity, or operating through a public/private partnership, we have successfully navigated the complex waters of real estate development overlaid with the critical need for all important public outreach and transparency required of the public process. Thus, we are seasoned professionals operating in the business of public real estate and related consulting. Our Project Team is an assemblage of specific experts in the necessary disciplines we believe are critical to the establishment of governing yet flexible Strategic Business Plan for Chiquita Ridge…thus guaranteeing its eventual success as a project. The following are key characteristics of our Project Team:

! Extensive experience in developing Community Owned Real Estate “CORE”.

! Thorough understanding and experience in the planning and entitlement of large, complex CORE projects.

! Recent and extensive experience in complex CEQA projects, resource agency permitting, and habitat revegitation plans for CORE projects. Page 199 C,D$C.,E$:.F;(,$ 9#$5G,H;$7@9@$ I./&$+J($ $ $

! A unique understanding of the public outreach and communications requirements of developing CORE projects, inclusive of developing and maintaining constant and close working relationships with Council and staff and the community they serve.

! Specific expertise in the myriad issues encountered in land development and complex grading projects.

! Local management understanding local issues. CORE management lives less than a mile from the Property. All consultant offices are located in Orange County.

! Recent and ongoing experience in developing CORE projects, specifically Sports Parks, in Orange County.

! Unequaled experience in the management of the planning, design and construction of significant public projects in the City of Rancho Santa Margarita.

! A long history amongst all the project team members in working together successfully on large complex projects in Orange County.

We believe that we fully understand the requirements of the RFP and have provided specific responses to your questions as well as customizing all of our materials to your formatting guidelines. We have also taken the initiative to offer an optional initial phase of services which in turn will serve as the foundation for the larger, required undertaking. In furtherance, there are possible “options within this option” that we would be pleased to discuss. Please let us know if you have any need for clarification of any of the enclosed materials.

Thank you.

Sincerely, GRIFFIN STRUCTURES, INC. dba, CORE Ventures

Roger N. Torriero Brian J. Myers Principal Principal, CORE Ventures

$ Page 200

CORE VENTURES Community Owned Real Estate

B. COMPANY DATA

Real estate development in California is a complex, layered process of evaluating the feasibility of a project, entitling the desired uses, constructing the improvements and a successful disposition of the investment. Each step along the way is wrought with challenges and risk but the steps must build upon one another sequentially so that the initial steps of feasibility analysis become the foundation for a successful project. The development of community owned real estate is further complicated by the critical need for transparency to the public and an earnest effort to integrate continuous and key input from both the community and their elected representatives into the project. This public process takes a special set of skills, knowledge, experience and focus that is unique in the real estate industry. We believe the members of our Chiquita Ridge Project Team are uniquely qualified to lead the City through the complex challenges and ultimate opportunities presented by the project.

The proposed Chiquita Ridge Project Team consists of a program manager, CORE Ventures, and eight sub-consultants with the critical expertise necessary to evaluate, entitle and construct a successful project with a single point of responsibility management structure. While the entity, CORE Ventures is a Griffin Structures, Inc. dba, for purposes of the contracting entity and insurance coverage, the operative term of CORE Ventures for this proposal will be applied to the co-management assigned to both Griffin Structures, Inc. and Nuquest Ventures. The combined strengths and considerable experience of both Roger Torriero (Griffin) and Brian Myers (Nuquest) will bring invaluable project management capabilities to the City for both constructability issues and entitlement process issues. The strengths of our proposed Chiquita Ridge Project Team are summarized as follows:

! Extensive experience in developing Community Owned Real Estate “CORE”.

! Thorough understanding and experience in the entitlement of large, complex CORE projects.

! Recent experience in complex CEQA projects, resource agency permitting, and habitat revegitation plans for CORE projects. Page 201 ______

! A unique understanding of the public outreach and communications requirements of developing CORE projects.

! Specific expertise in the issues of land development and complex grading projects.

! Local management understanding local issues. CORE management lives less than a mile from the Property. All consultant offices are in Orange County.

! Recent and ongoing experience in developing CORE projects, specifically Sports Parks, in Orange County.

! Unequaled experience in constructing public projects in Rancho Santa Margarita.

! A long history amongst all the project team members of working together on large complex projects in Orange County.

We are please to provide the following Company Data sheets on every member of our Chiquita Ridge Project Team as required by the Request for Proposal as follows:

(Marketing material and project photos were not included on these sheets as required by the RFP. However, we traditionally include such materials to help illustrate the type of work our team produces. We would be pleased to provide such marketing material upon request.)

Chiquita Ridge Proposal Section B. Company Data Page 2

Page 202 ______

CORE VENTURES Community Owned Real Estate

COMPANY DATA – GRIFFIN STRUCTURES, INC., DBA, CORE VENTURES

1. Official Name and Address Griffin Structures, Inc. 385 Second Street Laguna Beach, CA 92651

2. Name, Address and Telephone Number of the Primary Point of Contact Roger Torriero, CEO 385 Second Street Laguna Beach, CA 92651 O: 949.497.9000 Ext 210 C: 949.412.9000

3. Type of Entity California Subchapter “S” Corporation

4. Federal Employer I. D. Number 33-0756139

5. Address, Telephone Numbers and Fax Numbers of Each of the Firm’s Locations Headquarters Office: 385 Second Street, Laguna Beach, CA 92651 Tel.: 949-497-9000 Fax: 949-497-8883

6. Statement Indicating Whether the Firm Is Totally or Partially Owned by Another Business Organization or Individual Solely owned by Roger Torriero

7. Number of Years in Business Under the Present Business Name 28

8. Number of Years of Experience the Firm Has Had in Providing the Required Services 28

9. Relevant examples of Contracts Entered During the Last Five Years 1. Brea Sports Park Program and Construction Manager, City of Brea, CA Year Started and Completed: 2007- 2008

Chiquita Ridge Proposal Section B. Company Data Page 3

Page 203 ______

Type of Contract: Professional Services

Contracting Agency: City of Brea, California

Project Description: Griffin Structures served as Program and Construction Manager for the City of Brea in the successful delivery of a 26 acre Sports Park. Sports park components include baseball fields for adult baseball, adult softball, Little League, dedicated soccer and football fields, multiple purpose practice field, basketball courts, youth play area, installation of infrastructure for (future) aquatics area, concession areas and picnic grounds, All improvements were constructed around an existing oil producing facility. This project received both the CPRS (California Parks and Recreation Society) Award of Excellence and the America Public Works Association “project of the Year”.

Project Manager: Roger Torriero, Project Executive J. Wickham Zimmerman, Program/Construction Manager

Developer of Project: City of Brea, California

2. The Orange County Great Park Sports Park Needs Assessment and Programming Year Started and Completed: 2005 – 2007

Type of Contract: Professional Services

Contracting Agency: City of Irvine, CA

Project Description: Comprehensive Needs Assessment and programming for 165 acre Sports Park and related facilities. The project entailed a deep understanding of park planning, analytic public surveys, survey of park stakeholders, evaluation of construction costs and tradeoffs, operational revenue forecasting, public outreach methods, and data collection techniques. Local residents were surveyed at random as well as the 34 cities within Orange County to inventory all public sports fields and usage. This information was compiled into a needs model that also incorporated the requirements of over 400 sports groups (leagues, clubs, city programs, and others). Four options were developed, followed by a fifth option that incorporated the best combination of public participation levels and long-term net financial considerations. A detailed financial analysis was also prepared, based on the selected development model.

Services also include development of a strategic business plan with the primary goal of development of revenue / cost neutral (operating cost) strategies and programs. The goal was achieved through a blend of public-private program development and operations, and was supported by an extensive assessment of third-party program proposals.

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Project Manager: Roger Torriero, Project Executive Bob Hall, Project Manager

Developer of Project: City of Irvine, CA

3. Lake Forest Public Facilities Needs Assessment and Programming Year Started and Completed: 2003 – 2004

Type of Contract: Professional Services

Contracting Agency: City of Lake Forest, CA

Project Description: This project contained six major components leading to City review of the requirements and options: (1) needs assessment, (2) facilities program, (3) site alternatives analysis, (4) conceptual design, (5) project cost estimates, and (6) financial analysis and apportionment strategy.

Services included a comprehensive Needs Assessment for Sports Park, City Hall, Teen Center and Community Center and related facilities. Services included needs assessment and programming, community outreach, opportunity and constraints analyses, site planning and related feasibility studies, cost estimating, etc. Among the products delivered to the city were detailed needs analyses of City Hall, Community Center, and Sports Park facilities, which entailed public meetings and surveys of stakeholders, as well as analysis of city staffing and service delivery in future years, city demography, and community services goals.

Project Manager: Roger Torriero, Project Executive Bob Hall, Project Manager

Developer of Project: City of Lake Forest, CA

4. Rancho Santa Margarita City Hall and Community Center Needs Assessment, Programming, Program Manager, Construction Manager Year Started and Completed: 2002 – 2004

Type of Contract: Professional Services

Contracting Agency: City of Rancho Santa Margarita, CA

Project Description: Comprehensive Needs Assessment and programming for City Hall and regional Intergenerational Community Center. and related city facilities. Services included needs assessment and programming, community outreach, extensive interaction with SAMLARC, opportunity and constraints analyses, site planning and related feasibility studies, cost estimating, etc . Services provided also included program

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and construction management services culminating in the successful on time, under budget project delivery Project Manager: Roger Torriero, Project Executive Bob Hall, Project Manager (Needs Assessment and Programming) Gary Chubb, Project Manager (Program and Construction Management

Developer of Project: City of Rancho Santa Margarita, CA

5. Cornerstone Land Development and Construction Management, Henderson, NV Year Started and Completed: 2001- 2006

Type of Contract: Professional Services

Contracting Agency: Cornerstone Partners LLC

Project Description: Project consisted of reclamation and strategic repositioning of 300 acre aggregate mining site, centrally located within the boundaries of the City of Henderson, Nevada. Comprehensive Needs Assessment and programming for 100 acre Regional Park and related community serving facilities sited within overall project boundaries. Services included needs assessment and programming, community outreach, opportunity and constraints analyses, site planning and related feasibility studies, cost estimating, etc . Services provided also included management and procurement of all entitlements (multi jurisdictional agencies involvement), formation of site specific redevelopment district, establishment of complex infrastructure financing plan involving multiple public/private sector partnerships, management of all requisite engineering planning and design, and program and construction management services for all grading (300 acres total site area), site infrastructure, and related site improvements culminating in the successful on time, under budget project delivery. Project qualified for national American Public Works Association “Project of the Year” award.

Project Manager: Roger Torriero, Co-Project Executive Brian Myers, Co-Project Executive Kelly Boyle, Project Manager

Developer of Project: Cornerstone Partners LLC

10. Any Failures or Refusals to Complete a Contract and Explanation None 11. Individuals/Firms Who Own an Interest of 10% or Greater in the Proposing Firm None 12. Financial Interest in Other Lines of Business None

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COMPANY DATA – NUQUEST VENTURES, LLC

13. Official Name and Address Nuquest Ventures, LLC 8105 Irvine Center Drive Suite 900 Irvine, California 92618

14. Name, Address and Telephone Number of the Primary Point of Contact Mr. Brian Myers, President 8105 Irvine Center Drive Suite 900 Irvine, California 92618 (949) 936-2696 office (949) 701- 0770 cell

15. Type of Entity A California Limited Liability Company

16. Federal Employer I. D. Number #20-0135127

17. Address, Telephone Numbers and Fax Numbers of Each of the Firm’s Locations Irvine Office 8105 Irvine Center Drive Suite 900 Irvine, California 92618 Telephone: (949) 936-2696 Fax: (949) 936-2601

18. Statement Indicating Whether the Firm Is Totally or Partially Owned by Another Business Organization or Individual Nuquest Ventures, LLC is not totally or partially owned by any other business organization or individual. Nuquest Ventures, LLC is a single member LLC owned by Brian Myers.

19. Number of Years in Business Under the Present Business Name 9 years

20. Number of Years of Experience the Firm Has Had in Providing the Required Services 9 years; 20 years as an owner of real estate advising firms Spectrum Group (partner with Daniel Young), Griffin Advisors (partner with Roger Torriero), and Nuquest Ventures.

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21. All Comparable Contracts Entered During the Last Five Years

Opportunities Study Area, Lake Forest, CA Year Started and Completed: 2002 to present

Type of Contract: Public agency real estate advisory services; development agreement negotiations with five different participating landowners, strategic business planning; public facilities operations plan; financing plan; direct negotiations with the County of Orange regarding a fee sharing agreement to fund the Alton Parkway extension with FCPP funds, and County Parks regarding a land exchange of Open Space in Whiting Ranch for land to be used for an active use sports park, other public agency negotiations (County of Orange, County Parks, Irvine Ranch Water District, City of Irvine, Saddleback Valley Unified School District, City of Laguna Woods, Nature Reserve of Orange County, Santa Ana Regional Water Quality Board, San Diego Regional Water Quality Board, US Fish and Wildlife Service, California Department of Fish and Game, Army Corps of Engineers); establishment of a traffic mitigation fee program (LFTM), formation of Community Facilities Districts (CFD) for public facilities financing; financial analysis; project management, CEQA management for both program level and project level documents, community interface.

Contracting Agency: City of Lake Forest, CA

Project Description: Nuquest advises and directly reports to the City Manager for the oversight of the 936-acre opportunities study area (OSA) entitlement, development agreement negotiations with participating private landowners (5), entitlement management of a program level EIR, General Plan Amendment, Zone Change for the OSA project area then a project level EIR for the Glass Creek Sports Park. Tasks include the preparation and oversight of strategic business planning, operations plan, financing strategies, land-use evaluations, development proforma analysis, fiscal impact analysis, inter-agency negotiations, master scheduling, resource agency permitting, habitat mitigation and monitoring plans (HMMP’s), open space habitat revegitation plans, community interface, and development issues for the implementation of a 74- acre sports park, recreation center and civic center on property either dedicated by participating OSA landowners through their development agreements or secured through a land exchange with County Parks.

Project Manager: Robert Dunek, City Manager; Scott Smith, BBK

Developer of Project: Shea Properties, Baker Ranch Properties, Lewis Properties/IRWD, Portola Properties, Trumark Homes, Pacific Heritage Development and the City of Lake Forest.

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The Orange County Great Park, Irvine California Year Started and Completed: 2002 - 2005

Type of Contract: Public agency real estate advisory services; development agreement negotiations, strategic business planning; public facilities operations plan; financing plan; direct negotiation with the Department of the Navy (acting Secretary of the Navy), direct negotiations with the General Services Agency (acting Director), direct negotiations with the County of Orange regarding annexation and tax transfer agreement (CEO and Board of Supervisors), processing of an annexation through LAFCO, other public agency negotiations (City of Tustin, Irvine Ranch Water District, City of Lake Forest, Irvine Unified School District, California State University Fullerton, University of California Irvine, Federal Aviation Administration, Department of Transportation, CalTrans District 8, Transportation Corridor Agency, Orange County Transportation Agency, Santa Ana Regional Water Quality Board, US Fish and Wildlife Service, California Department of Fish and Game, Army Corps of Engineers); establishment of a traffic mitigation fee program (NITM), formation of Community Facilities Districts for public facilities financing; financial analysis; project management, CEQA management for both program level and project level documents, community interface.

Contracting Firm: Rutan & Tucker, LLP, City of Irvine

Project Description: Nuquest advised and directly reported to the City Manager for the oversight of the annexation, complex disposition strategy negotiation leading to a deal the DoN to secure $600M in capital and over 1,300 acres of land dedication through a public auction of the federal property, development agreement negotiations, land-use and market evaluations, development proforma analysis, facilitated underwriting due diligence for participating land buyers in the public auction, entitlement management of a program level EIR, General Plan Amendment and Zone Change, creation of a new redevelopment territory with redevelopment plan, strategic business plan, operations plan, financing strategies, inter-agency negotiations, master scheduling, community interface, and development issues for the implementation of the public facilities.

Project Manager: Allison Hart, City Manager; Dan Jung, CM Assistant; Joel Kuperberg, Rutan & Tucker

Developer of Project: City of Irvine; Lennar Communities

Hanson Aggregates Property Reuse, California Surplus Properties Year Started and Completed: 2001 – Present

Type of Contract: Corporate real estate advisory services, strategic planning, entitlement management, land development management and disposition services on all of Hanson Aggregates west coast surplus mining properties. Major properties

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include(d) sites in San Diego (2), San Marcos, Orange, Pleasanton, Cupertino, Santa Cruz, and Windsor with other smaller sites throughout the region.

Contracting Firms: Hanson Aggregates, PLC; Kaiser Sand and Gravel, Lehigh Hanson; now Heidelberg Cement.

Project Description: Nuquest provided strategic business planning, disposition strategies, entitlement management, resource agency permitting, land use evaluations, land residual and land development proforma analysis, grading and infrastructure cost estimating, public agency negotiations, public facility planning on private property, environmental trusts management and disposition agreements, financing plans, CFD formation, RDA formation, organization of private sector bid process, disposition of properties as owner’s agent, successful disposition of over $100M in properties, presented strategic disposition and marketing plans for over 5,000 acres of property in over 10 locations in the State of California reviewed and approved by the corporate board of advisors in the United Kingdom and Germany.

Project Manager: Marvin Howell, Hanson Aggregates; Dave Hummel, Lehigh Hanson

Developer of Project: Hanson Aggregates PLC, (now Heidleberg Cement)

Cornerstone Land Development, Henderson, Nevada Year Started and Completed: 2000 – Present

Type of Contract: Real Estate Development Joint Venture

Contracting Firm: Griffin Realty Nevada II, Cornerstone Partners, Hanson Aggregates

Project Description: Joint Venture in the entitlement, land development and disposition of over 250 acres of property in Henderson, Nevada. Entitlment issues included a Comprehensive Plan Amendment, Zone Change, formation of the Cornerstone Redevelopment territory, formation of a Local Improvement District with the sale of $13M in infrastructure bonds with a payback structure from both redevelopment tax increment and property assessments, environmental risk assessment of perchlorates in an exposed aquifer lake, approval of regional flood control facilities, SMARA closure and reclamation plans. Land development included over $20M of grading and infrastructure construction and the planning of a 100-acre regional park dedicated from the partnership and funded through the tax increment of the RDA. Dispositions of over $50M in property to residential home builders, apartment developers, a national hospital REIT, WalMart, mini-storage and an elementary school site. Negotiations of letters of intent on commercial uses including Albertsons, Home Depot, Target, Kohls, Super K-Mart, Anna’a Linens and ancillary support retail.

Project Manager: Bill Berger, Hanson Aggregates

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Developer of Project: Cornerstone Partners

Other similar local projects with public agencies or corporations with previously owned entities include the City of Anaheim (Stadium Area Master Plan/EIR; Anaheim Stadium/Sportstown Master Plan/EIR); City of Orange (Uptown Orange and East Chapman Study Area); City of Santa Ana (Station District Strategic Plan; Phillips Hutton Building redevelopment); The City of Long Beach (re-use strategy for the Edison Building); The City of Cypress (strategic business plan for the Los Alamitos Race Track property); The Irvine Company (Mountain Park, Anaheim); Sully-Miller (Irwindale property re-use plan); Vulcan Material (Surplus property strategy); Hines Nurseries (Corporate headquarters relocation strategic plan); and Pac-Sun (Corporate headquarters retention agreement with City of Anaheim).

22. Any Failures or Refusals to Complete a Contract and Explanation No.

23. Individuals/Firms Who Own an Interest of 10% or Greater in the Proposing Firm Brian Myers owns 100% of Nuquest Ventures, LLC

24. Financial Interest in Other Lines of Business Nuquest Advisors, Inc. (85% owner), real estate advisory brokerage services; ET Advisors, LP (85% owner) single purpose project advisory services, Griffin/Nevada Realty II, LLC (47.5% owner) real estate development joint venture.

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COMPANY DATA – KEENA THOMAS COMMUNICATIONS, LLC

1. Official Name and Address Keena Thomas Communications, LLC 20532 El Toro Road, Suite 210A Mission Viejo, CA 92692

2. Name, Address and Telephone Number of the Primary Point of Contact Kate Keena Founding Partner 20532 El Toro Road, Suite 210A Mission Viejo, CA 92692 949.455.4600

3. Type of Entity Limited Liability Corporation

4. Federal Employer I. D. Number Federal Employer Identification Number 33-0991282

5. Address, Telephone Numbers and Fax Numbers of Each of the Firm’s Locations Keena•Thomas Communications, LLC 20532 El Toro Road, Suite 210A Mission Viejo, CA 92692 949.455.4600 949.455.4630 (fax)

6. Statement Indicating Whether the Firm Is Totally or Partially Owned by Another Business Organization or Individual Keena•Thomas Communications, LLC is a private enterprise wholly owned by Kate Keena and Barbara Thomas.

7. Number of Years in Business Under the Present Business Name Keena•Thomas Communication, LLC has been operating under its current name since July 1, 2006. Keena Communications was formed in 1995 as a sole proprietorship (Kate Keena). In 2001 Keena Communications, LLC was formed and became Keena•Thomas Communications, LLC in 2006.

8 Number of Years of Experience the Firm Has Had in Providing the Required Services In various capacities, the Keena team has been providing equivalent service for approximately 20 years.

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9 All Comparable Contracts Entered During the Last Five Years

Year started and completed: 2001 to present Type of contract: Public information campaign; coalition building Contracting agency: Foothill/Eastern Transportation Corridor Agency (TCA) Project description: Build support for the completion of Foothill South (SR-241). Project manager: Lisa Telles, Director of Public Affairs and Communications Developer of project: Foothill/Eastern Transportation Corridor Agency

Year started and completed: 2004 to present Type of contract: Building coalitions for projects; governmental affairs Contracting agency: Mission Hospital Project description: Ongoing community and political outreach. Project manager: Peter F. Bastone, President and Chief Executive Officer Developer of project: Mission Hospital

Year started and completed: 2009 to present Type of contract: Community outreach campaigns; media relations; special projects. Contracting agency: Santa Margarita Water District Project description: Chiquita Reservoir Project manager: John Schatz, General Manager Developer of project: Santa Margarita Water District

Year started and completed: 2009 to present Type of contract: Comprehensive community outreach program Contracting agency: El Toro Water District Project description: Public information campaign to introduce a new tiered rate structure. Project manager: Mike Grandy, Chief Operating Office Developer of project: El Toro Water District

Year started and completed: 2009 Type of contract: Multi-faceted communications program Contracting agency: El Toro Water District Project description: Public information campaign to inform community leaders, businesses and residents about a new Water Conservation & Supply Shortage Program. Project manager: Mike Grandy, Chief Operating Officer Developer of project: El Toro Water District

Year started and completed: 2007 Type of contract: Comprehensive public outreach, awareness and education campaign Contracting agency: Eastern Municipal Water District Project description: Inform member agencies, local healthcare providers and customers that fluoride has been added to the water system.

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Project manager: Melanie Neumann, Director of Communications Developer of project: Eastern Municipal Water District

Year started and completed: 2007 Type of contract: Strategic community outreach program Contracting agency: Trabuco Highlands Community Association Project description: Secure a 2/3 vote to annex an adjacent new development to the existing homeowners association. Project manager: Cathy Acquazzino, Property Manager Developer of project: Trabuco Highlands Community Association

Year started and completed: 2006 Type of contract: Coordinate community outreach for businesses and residents impacted by the widening of Crown Valley Parkway Contracting agency: Faubel Public Affairs for the City of Mission Viejo Project description: Due to the critical location of the parkway, the project was a targeted outreach campaign to those including South County’s only trauma center. Project manager: Mark Chagnon, Director of Public Works Developer of project: City of Mission Viejo

Year started and completed: 2003 to 2004 Type of contract: Community outreach and marketing program Contracting agency: Orange County Fire Authority Fire Fighter Memorial Fund Project description: Engaged residents, businesses and the 22-member cities in which OCFA operates in order to raise $850,000 for the bronze memorial. Project manager: Jim Ruane, OCFA Chief Operating Officer and the OCFA Firefighter Memorial Board of Directs Developer of project: Orange County Firefighter Memorial Fund

10. Any Failures or Refusals to Complete a Contract and Explanation Keena•Thomas Communications, LLC has no failures or refusals to report.

11. Individuals/Firms Who Own an Interest of 10% or Greater in the Proposing Firm Kate Keena, Founding Partner 50% Barbara Thomas, Managing Partner 50%

12. Financial Interest in Other Lines of Business Keena•Thomas Communications, LLC has no interests in other lines of business to report.

Project References: John J. Schatz General Manager Santa Margarita Water District 26111 Antonio Parkway Las Flores, CA 92688 949.459.6601 [email protected]

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Lisa Telles Director of Communications and Government Relations Transportation Corridor Agencies (TCA) 125 Pacifica Irvine, CA 92618 949.754.3411 [email protected]

Bob Hill General Manager El Toro Water District 24251 Los Alisos Blvd. Lake Forest, CA 92630 949.837.7050 [email protected]

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COMPANY DATA – KTGY GROUP, INC.

1. Official Name and Address KTGY Group, Inc. 17922 Fitch Irvine, CA 92614

2. Name, Address and Telephone Number of the Primary Point of Contact Ken Ryan 17922 Fitch Irvine, CA 92614 949.851.2133

3. Type of Entity A California Corporation

4. Federal Employer I. D. Number 330488819

5. Address, Telephone Numbers and Fax Numbers of Each of the Firm’s Locations

Irvine Office (Corporate Headquarters) 17922 Fitch Irvine, CA 92614 Telephone: 949.851.2133 Fax: 949.221.6251

Santa Monica Office 1733 Ocean Avenue, Suite 250 Santa Monica, CA 90401 Telephone: 310.394.2623 Fax: 310.394.2625

Oakland Office 283 4th Street, Third Floor Oakland, CA 94607 Telephone: 510.272.2910 Fax: 510.272.2911

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Denver Office 820 16th Street, Suite 535 Denver, CO 80202 Telephone: 303.825.6400 Fax: 303.825.6401

6. Statement Indicating Whether the Firm Is Totally or Partially Owned by Another Business Organization or Individual KTGY Group, Inc. is not totally or partially owned by any other business organization or individual. KTGY Group, Inc. is a Corporation with 16 Shareholders.

7. Number of Years in Business Under the Present Business Name 18 years

8. Number of Years of Experience the Firm Has Had in Providing the Required Services 18 years

9. All Comparable Contracts Entered During the Last Five Years

Lower Rosan Ranch Year Started and Completed: March 2008 – December 2008

Type of Contract: Fixed Fee / Master Planning for Highest and Best Use

Contracting Agency: City of San Juan Capistrano / GAFCON

Project Description: KTGY provided alternative design studies for “Big-Box” retail, affordable housing, hotel, sports fields, business park, commercial, RV storage and transit oriented development on the 17-acre City-owned site, which is a limited- opportunity location with one primary access point bounded by , a railroad and a mobile estate development.

Project Manager: Douglas Dumhart, Economic Dev. Manager, 949.443.6316 Yehudi “Gaf” Gaffen, GAFCON President, 949.733.3061

Developer of Project: TBD

Rio Santiago Year Started and Completed: 2007 - Present

Type of Contract: Time and Materials / Master Planning for Highest and Best Use, Community Outreach and Entitlement

Contracting Firm: JMI Real Estate

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Project Description: KTGY provided master planning, community outreach and entitlement services for the 100-acre property in the City of Orange. The plan includes a senior community, market-rate single family residential, a community recreational facility, a “pay-and-play” community sports park, equestrian facilities and passive open space.

Project Manager: John Martin, JMI President, 714.288.9307 Bret Bernard, Milan Project Manager, (949) 500-7571

Developer of Project: JMI Real Estate

Lincoln Village One Year Started and Completed: 2007 - Present

Type of Contract: Time and Materials / Master Planning, Specific Plan, Community Outreach and Entitlement

Contracting Firm: Lake Development – Lincoln, LLC

Project Description: KTGY provided land planning and entitlement services for the 1,832-acre Village One project in Lincoln, CA. Sustainable design and integration of the site’s natural beauty are cornerstones for the design framework plans prepared by the KTGY team. Designed to embrace the principles of “smart growth,” the Village One project provides a mix of balanced land uses and a variety of housing choices in walkable neighborhoods. The plan for the mixed-use village reflects extensive community outreach efforts involving 45 different landowners and numerous public agencies.

Project Manager: Larry Lake, Managing Member; 949-221-0060 Gregg Foster, Halifax Group Principal, 949-242-0065

Developer of Project: Lake Development – Lincoln, LLC

Lytle Creek Year Started and Completed: 2007 - Present

Type of Contract: Time and Materials / Master Planning, Specific Plan, Community Outreach and Entitlement

Contracting Firm: Lytle Joint Ventures II

Project Description: KTGY provided a master plan for the 2,447-acre master planned community located in Rialto, CA, which abuts Lytle Creek and includes significant biological resources. The development includes traditional housing and active adult

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housing, plus innovative small lot concepts. The master plan proposes preservation of extensive open space areas, and the construction of neighborhood parks, village paseos, trails, recreation centers, an 18-hole golf course, and schools. At build-out the project will provide 8,407 homes and more than 840,000 of retail development.

Project Manager: Jan Dabney, Project Manager , (909) 973-5985 Ron Pherris, President, (714) 283-2400

Developer of Project: Lytle Joint Ventures II

Whole Foods Market Year Started and Completed: April 2006 to November 2007

Type of Contract: Fixed Fee / Architect of Record

Contracting Firm: Bellevue Ventures, LLC

Project Description: The west coast flagship for Whole Foods is located in the heart of Pasadena’s Arroyo Parkway. This model of sustainable design is situated on the east side of the Metro Rail Gold Line and just north of the City’s new Metro Rail Station. Its unique and contemporary design complements an existing historical structure, providing 90,000 SF on two levels with three levels of subterranean parking. Skylights bathe light to spaces containing everything from organic offerings to dining experiences. Loading and servicing are seamlessly hidden within the rear of the building, allowing the front two sides to display a charming restoration of the existing building.

Project Manager: Gordon Ekstrand, Project Manager, 323.782.0505

Developer of Project: Bellevue Ventures, LLC

10. Any Failures or Refusals to Complete a Contract and Explanation No.

11. Individuals/Firms Who Own an Interest of 10% or Greater in the Proposing Firm Shareholder who own 10% or more of the KTGY Corporations stock are John Tully, Jill Williams and Tricia Esser

12. Financial Interest in Other Lines of Business None.

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COMPANY DATA – RJM DESIGN GROUP, INC.

1. Official Name and Address RJM Design Group, Inc. 31591 Camino Capistrano San Juan Capistrano, CA 92675

2. Name, Address and Telephone Number of the Primary Point of Contact Robert J. Mueting RJM Design Group, Inc. 31591 Camino Capistrano San Juan Capistrano, CA 92675 Telephone (949) 493-2600 Fax (949) 493-2690

3. Type of Entity California Corporation

4. Federal Employer I. D. Number Tax ID #33-0254945

5. Address, Telephone Numbers and Fax Numbers of Each of the Firm’s Locations RJM Design Group, Inc. 31591 Camino Capistrano San Juan Capistrano, CA 92675 Telephone: (949) 493-2600 Fax: (949) 493-2690

RJM Design Group, Inc. 601 University Avenue, Suite 181 Sacramento, CA 95825 Telephone: (916) 570-2050 Fax: (916) 570-2233

6. Statement Indicating Whether the Firm Is Totally or Partially Owned by Another Business Organization or Individual Firm is not totally or partially owned by another business organization or individual

7. Number of Years in Business Under the Present Business Name Twenty-three (23) years

8. Number of Years of Experience the Firm Has Had in Providing the Required Services Twenty-three (23) years

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9. All Comparable Contracts Entered During the Last Five Years

Patricia Birdsall Sports Complex, Temecula, CA Start Date: October 2004 (master plan) End Date: December 2006 (grand opening)

Type of Contract: Community Workshops, Conceptual Design, Design Development, Construction Documents, Cost Estimates, Bidding and Construction Administration

Contracting Agency: City of Temecula

Project Description: RJM Design Group facilitated a community design workshop to solicit input and suggestions regarding the amenities to be included in this 43-acre, sports park master plan facility. At the conclusion of this design process, based on the community’s input, the facility included four lighted ball fields, four lighted synthetic turf soccer fields, four lighted full court basketball courts, concession stand, restrooms, maintenance building, tot lot/playground, picnic areas, barbecues, benches, drinking fountains, walkways and approximately 460 parking spaces.

Project Manager/Reference: Mr. Herman Parker, Director of Community Services 909-694-6480

Developer of Project: City of Temecula

Chino Hills Community Park Start Date: January 2005 (master plan) End Date: February 2007 (grand opening)

Type of Contract: Conceptual Design, Design Development, Construction Documents, Cost Estimates, Bidding and Construction Administration

Contracting Agency: City of Chino Hills

Project Description: Encompassing a 33 acre site, the Chino Hills Community Park is designed for multi-use sports fields. Utilizing synthetic turf play surfacing and lights for night games, the fields accommodate youth baseball, adult softball, and soccer games. The facility has been designed to provide convenient parking and pedestrian access to three spectator promenade areas. The project also provides for 425± parking stalls, group picnic areas, two restroom and concession buildings, tot lot area, open play area, maintenance building and yard, preservation and enhancement of an adjacent riparian corridor and the utilization of a bio-swale filtration system to promote water quality.

Project Manager/Reference: Mr. Mike Fleager, Director of Community Services. 909- 364-2711

Developer of Project: City of Chino Hills

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Long Beach Sports Park, Long Beach, CA Start Date: April 2005 End Date: Project On Hold

Type of Contract: Conceptual Design, Design Development, Construction Documents, Cost Estimates

Contracting Agency: City of Long Beach

Project Description: The 55± acre site will provide for a wide diversity of recreational opportunities that range from organized active league play to informal nature walks with educational and interpretive opportunities. Proposed features include a 105± acre wetlands/bio filtration area with interpretive/educational areas, six lighted softballs fields, three soccer fields with synthetic playing surface, arena soccer pavilions, batting cage, sand volleyball and tot lots. All amenities have been designed in concert with challenging site constraints including maintaining access to and operation of 17 oil production wells, and a requirement to provide 36 acre feet of storm water detention.

Project Manager/Reference: Amy Bodek, Project Development Bureau Manager (562) 570-6555

Developer of Project: City of Long Beach

Lake Forest Sports Park, Lake Forest, CA Start Date: August 2008 End Date: August 2009 (master plan completed)

Type of Contract: Community Workshops, Conceptual Design

Contracting Agency: City of Lake Forest

Project Description: The proposed site for this 80-Acre Lake Forest Sports Park Master Plan includes the restoration of an existing sand quarry on two privately owned parcels, and a third parcel owned by the County of Orange. The City of Lake Forest is currently in negotiations for the acquisition of the land. The final Master Plan incorporates a community center, five soccer fields, six ballfields, six basketball courts, two tot lots, three restroom buildings, parking, and passive walking areas with links to regional trail systems.

Project Manager/Reference: Gary Magill, Director of Community Services, (949) 461- 3413

Developer of Project: City of Lake Forest

10. Any Failures or Refusals to Complete a Contract and Explanation: No

11. Individuals/Firms Who Own an Interest of 10% or Greater in the Proposing Firm None

12. Financial Interest in Other Lines of Business None

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COMPANY DATA – FUSCOE ENGINEERING, INC.

1. Official Name and Address Fuscoe Engineering, Inc. 16795 Von Karman, Suite 100 Irvine, CA 92606

2. Name, Address and Telephone Number of the Primary Point of Contact Patrick R. Fuscoe, PE 16795 Von Karman, Suite 100 Irvine, CA 92606 949.474.1960

3. Type of Entity Corporation

4. Federal Employer I. D. Number #93-0531135

5. Address, Telephone Numbers and Fax Numbers of Each of the Firm’s Locations Corporate Office 16795 Von Karman Avenue, Suite 100 Irvine, CA 92606 949.474.1960 t 949.474.5315 f

San Diego Office 6390 Greenwich Drive, Suite 170 San Diego, CA 92122 858.554.1500 t 858.597.0335 f

Ontario Office 2850 Inland Empire Boulevard, Suite B Ontario, CA 91764 909.581.0676 t 909.581.0696 f

Palm Springs Office 777 E. Tahquitz Canyon Way, Suite 200-15 Palm Springs, CA 92262 760.327.3375 t 760.318.2814 f

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Los Angeles Office 801 S. Grand Avenue, Suite 1020 Los Angeles, CA 90017 213.542.4260 t 213.542.4263 f

6. Statement Indicating Whether the Firm Is Totally or Partially Owned by Another Business Organization or Individual Fuscoe Engineering Inc. is not owned by another business organization or individual.

7. Number of Years in Business Under the Present Business Name Fuscoe Engineering has been in business for 18 consecutive years.

8. Number of Years of Experience the Firm Has Had in Providing the Required Services Fuscoe Engineering has 18 years of experience in providing required, equivalent, or related services.

9. All Comparable Contracts Entered During the Last Five Years IRWD Serrano Summit Area Plan • 2008 – Present • Hourly & Fixed Fee • Lewis Community Developers • See attached descriptions • Trevor Dodson, Project Manager • Lewis Community Developers

Lower Rosan Ranch • 2008 – 2009 • Hourly • Gafcon, Inc. • See attached descriptions • John Olivier, Project Manager • City of San Juan Capistrano

Orange County Great Park Sports District • 2008 - Present • Fixed Fee • OCGP Design Studio • See attached descriptions • Pat Fuscoe/Ian Adam • Orange County Great Park Corporation/City of Irvine

Camino Real Marketplace in Goleta • 1998 – 2001 • Hourly and Fixed Fee • Wynmark Company • See attached descriptions • Pat Fuscoe/Cal Woolsey, Project Manager • Wynmark Company & City of Goleta

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Sunset Park • 2008 - Present • Hourly and Fixed Fee • City of San Marcos. • Project description included in RFP • Michael Wolfe, Project Manager • City of San Marcos

Hollandia Park • 2005 – Present • Hourly and Fixed Fee • ADL Planning, Inc. • See attached descriptions • Michael Wolfe, Project Manager • City of San Marcos

Bluebird Canyon View Simulations • 2005 - Present • Hourly • City of Laguna Beach • See attached descriptions • Pat Fuscoe/Trevor Dodson/Mike Ijams/Ian Adam • City of Laguna Beach

10. Any Failures or Refusals to Complete a Contract and Explanation Fuscoe Engineering has not failed or refused to complete a contract.

11. Individuals/Firms Who Own an Interest of 10% or Greater in the Proposing Firm Patrick Fuscoe owns a greater interest of 10% in Fuscoe Engineering.

12. Financial Interest in Other Lines of Business Fuscoe Engineering has no other financial interests in other lines of business.

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COMPANY DATA – THE MOOTE GROUP

1. Official Name and Address Paul A. Moote & Associates, Inc. dba: The Moote Group; Utility Resource Network 1516 Brookhollow Drive Santa Ana, CA 92705

2. Name, Address and Telephone Number of the Primary Point of Contact Marjorie Knitter, President 1516 Brookhollow Drive Santa Ana, CA 92705 P: (714) 751-5557, Ext. 221 F: (714) 751-4552 C: (714) 606-6905 [email protected]

3. Type of Entity Corporation, California

4. Federal Employer I. D. Number 95-3180149

5. Address, Telephone Numbers and Fax Numbers of Each of the Firm’s Locations Irvine Office 1516 Brookhollow Drive Santa Ana, CA 92705 (714) 751-5557 (714) 751-4552 FAX

6. Statement Indicating Whether the Firm Is Totally or Partially Owned by Another Business Organization or Individual

7. Number of Years in Business Under the Present Business Name 36 Years

8. Number of Years of Experience the Firm Has Had in Providing the Required Services 36 Years

9. All Comparable Contracts Entered During the Last Five Years SYCAMORE CREEK SWIM CLUB

Year started and completed: Started 2004 – Completed 2007

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Type of Contract: Private Improvements. Providing Cost Estimating, Budgeting, Scheduling, Bid Administration, Dry Utility Coordination and CFD Reimbursement Submittals. Contracting Agency: County of Riverside Project Description State-of-the-Art recreation and swim club with amenities including, parking lot, two pools, spa, recreation building, park improvements, BBQ facilities and interactive play area. Project Manager: Steve Murow Developer of Project: Starfield Sycamore Creek Investors, LLC

SUNRISE PARK AT HERITAGE LAKES

Year started and completed: Started 2006 – Completed 2007 Type of Contract: Public Improvements. Providing Cost Estimating, Bid Administration, Contract Administration. Contracting Agency: County of Riverside Project Description 12 Acre Sports Park. Three baseball fields with soccer overlays, playground facilities, shaded picnic tables, basketball courts, parking, restrooms, BBQ grills and drinking fountains Project Manager: Marjorie Knitter Developer of Project: Standard Pacific Homes – Inland Empire Division

PLAYA VISTA SPORTS PARK

Year started and completed: Started 2005 – Completed 2007 Type of Contract: Public Improvements. Providing Cost Estimating, Budgeting, Scheduling Contracting Agency: City of Los Angeles Project Description Over 615,000 SF of Parks including a state-of-the- art Sport’s Park and a 7 Acre park featuring a Little League baseball field, soccer field, two half basketball courts, two tennis courts and a universally- accessible playground. Project Manager: Steve Murow Developer of Project: Playa Capital Company, LLC

COX SPORTS PARK

Year started and completed: Started 1999 – Completed 2006 Type of Contract: Public Improvements. Providing Cost Estimating, Bid Administration, Contract Administration, Construction Management, Reimbursement Submittal

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Contracting Agency: County of Orange Project Description: 24 Acre Sports Park including five lighted sports fields two softball fields with one soccer overlay, two softball fields with two soccer overlays, one large soccer field, one soccer practice field not lighted. Amenities include a snack bar, picnic tables, tot lot and parking for 270 vehicles. Project Manager: Marjorie Knitter Developer of Project: Rancho Mission Viejo Company

ALTISIMA PARK

Year started and completed: Started 2001 – Completed 2001 Type of Contract: Private Improvements. Providing Cost Estimating, Bid Administration, Contract Administration, Construction Oversight, Construction Management. Contracting Agency: City of Santa Margarita Project Description:Construct two softball fields with soccer overlays, above ground dugouts, tot lot play area and restrooms. Project Manager: Paul Moote Developer of Project: SAMLARC

NEW TIJERAS PARK

Year started and completed: Started 2001 – Completed 2001 Type of Contract: Private Improvements. Providing Cost Estimating, Bid Administration, Contract Administration, Construction Oversight. Contracting Agency: City of Santa Margarita Project Description: Add scoreboard and lighting to two existing baseball fields. Project Manager: Paul Moote Developer of Project: SAMLARC

10. Any Failures or Refusals to Complete a Contract and Explanation No failures or refusals to complete a contract.

11. Individuals/Firms Who Own an Interest of 10% or Greater in the Proposing Firm No Interest in the proposing firm.

12. Financial Interest in Other Lines of Business No financial interests in other lines of business.

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COMPANY DATA – STONEY – MILLER CONSTULTANTS

• The main office of Stoney-Miller Consultants, Inc. is located at 14 Hughes, Suite B-101 in the City of Irvine, California 92618. We can be reached by phone at (949) 380-4886, or by facsimile at (949) 455-9371. Mr. Kevin Trigg will be the SMC Project Manager and primary SMC contact for this authorization. • We operate a private Sub-chapter S Corporation with a Federal Employer I.D. Number of 33-0254677 • Stoney-Miller Consultants, Inc. has been in business continuously since 1988, a period of 22-years. Major shareholders (10%+) in the corporation are Michael Miller, Hannes Richter, Kevin Trigg, Robert McCarthy, Russell Lamb, and John Hunt. All shareholders in the company are licensed professionals within the firm. • We maintain a satellite office at 5050 Avenida Encinas, Suite 260, Carlsbad, California 92008; phone (760) 431-0003 and facsimile (760) 431-0004, and we own “Geofirm”, a dba of Stoney-Miller Consultants, Inc. at 801 Glenneyre Street, Suite E, Laguna Beach, California 92651; phone (949) 494-2122, facsimile (949) 497-0270. • Stoney-Miller Consultants, Inc. provides services in Engineering Geology, Geotechnical Engineering, and Geophysical Instrumentation only. Our firm has never refused or failed to complete authorized services to our clients. • A summary of our comparable work experience over the last 5 years includes: o 2008 Santa Margarita H.S. Athletic Center, Rancho Santa Margarita Santa Margarita Catholic High School is located at 22062 Antonio Parkway in the Plano Trabuco area of Rancho Santa Margarita, California. The development consisted of the design and construction of a new, partially subterranean, three-story athletic building situated east of the campus football complex and south of the tennis court. Our office provided the geotechnical site evaluation, grading and foundation design criteria, and construction observation and testing services. Field operations began in 2008 and our construction services continue to date. o 2008 Portola Hills II HOA Slope Repair, Lake Forest Stoney-Miller Consultants, Inc. served as the Geotechnical Consultant for the project in Lake Forest, Orange County, California. The work was authorized by the Portola Hills II Homeowners Association. “Area A” is a designated open-space parcel of land within a residential development that borders the Whiting Ranch Wilderness Area along a riparian and oak woodland canyon. Two landslide features were identified below “Area A” within the development. One of the landslide features was identified as a potentially active ancient landslide with recent shallow failures. The repair objective was to maintain a minimum 1.5 Factor of Safety in the event of substantial down slope failure scenarios, and repair considerations included protection of uphill properties during construction. The repair consisted of a permanent grade beam and anchor system, including vertical caissons and a single row of tie-back anchors. The repair had to consider scenic preservation of the adjoining Whiting Ranch Wilderness Area. The repair plans were approved by the City of Lake Forest, California following rigorous geotechnical review. Work commenced in June 2008 and was completed in November 2008. The project was completed on schedule and within budget.

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o 2007 Mount Soledad Landslide Litigation, San Diego In October of 2007 a landslide occurred that resulted in damage to Soledad Mountain Road and four to five adjacent residences, buried Desert View Drive, and threatened adjoining properties in La Jolla community in the City of San Diego. After some investigation, allegations were made by homeowners that theorized the City of San Diego may have contributed to these events, resulting in a lawsuit being filed and naming the City of San Diego as a defendant. Our office has previously worked with the City Attorney’s office on other legal matters and was asked to participate as geologic and geotechnical experts on behalf of the City’s defense. This case went to trial with a verdict releasing the City of San Diego from liability. Total Fees, $125k (est.) o 2007 Avenida La Pata Extension, San Clemente Avenida La Pata consists of four to five-lane arterial road that extends north from Avenida Pico in the City of San Cemente to the Ortega Highway in the City of San Juan Capistrano, in southern Orange County. The middle +4.5 -mile section is designed to extend through the Prima Deshecha landfill. This section is characterized by existing 120+ feet deep landfills, active and ancient landsliding, and numerous existing utilities and easements. The proposed design requires new fills of over 120 feet surcharging existing deep landfill and alluvium, and requires the stabilization of cuts with over 2M cubic yard buttresses. Our role in the project involves a geotechnical assessment of a primary and potential alternative alignment. Our office determined the geotechnical impacts of the interim design as that relates to the construction, the maintenance and build-out of the landfill throughout the project, and the outer remedial grading limits for environmental impact assessment. The office is providing services to the project team, lead by LSA and Associates and supporting RBF Consulting. Our offices interfaced with agencies of the County of Orange-Public Works, Waste and Recycling, CalTrans, City of San Clemente, City of San Juan Capistrano, Private Land-Holders, and the various Utilities. Our team was selected on a QBS system, competing against five other teams including a group consisting of the previous phase’s consultants. Total Project Cost $100M (est.), total fees $65K o 2007 J. Serra High School Athletics Center, San Juan Capistrano Stoney-Miller Consultants, Inc. provided geotechnical services during the design, grading, and construction of the Junipero Serra High School Athletic and Performing Arts complex. The 29-acre site consists of relatively level land located southeast of the intersection of Junipero Serra Road and Camino Capistrano in the City of San Juan Capistrano. Site development was performed from 2003 to 2007 and consisted of a performing arts building, gymnasium, aquatic center, football field, softball and baseball fields, and basketball and tennis courts. Other improvements consisted of the widening of Junipero Serra and Camino Capistrano, a Pedestrian Bridge across Junipero Serra to interconnect with the north campus, parking improvements, and underground utilities.

o 2005 Bluebird Canyon Landslide Repair, Laguna Beach Major, deep-seated landslide in 7-acres of hillside terrain involving 550K cubic yards of rock. Damaged or destroyed 19 homes. Services involved technical support for the City of Laguna Beach: including hazard reconnaissance with Fire and Emergency Services, investigation and interpretation of the failures mechanism and structure, evaluation of causation, repair design and observation of construction. Aided in liaison with FEMA, USGS, CGS, OES, OIG, etc.

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Key elements in the investigation and repair included; the reopening of the Bluebird Canyon Drainage prior to the winter season, maintaining the stability of the upslope neighboring area, preventing instability within the slide area from damaging downslope homes, reestablishing secondary access roads and infrastructure loops to the 330+ homes cut-off by the failure, and complete the repair with minimal adverse impacts on the community with a control on cost. These goals were achieved with a phased construction approach, including Site Winterization, Canyon Reopening and Shoring Installation, surface and subsurface Monitoring, and Phased Remedial Grading. Earthwork quantities were maintained within the 7-acre site throughout construction, minimizing trucking. Soil-cement construction was applied to further minimize earthwork quantities. Subsurface drainage was included within the repair design. These methods achieved long-term stability to the hillside and all the design objectives with restoration completed in 2 years. Total Cost of Repair $33M, Total Fees +$1.5M. o 2005 Talega Community, Golf Course, Athletics Center, San Clemente The Talega Development is a 2,700-acre residential-commercial-resort community in the eastern hills of the City of San Clemente. Beginning in the mid-1990’s, the master-plan included the development of 2,200 dwellings with access streets, bridges, and infrastructure surrounding an 18-hole golf course. Services included the investigation for the development of the raw land, involving the evaluation of potential and existing landslides, design of remedial grading, preliminary foundation design for commercial and residential structures, bridge foundation design, settlement monitoring and enhanced fill techniques, including wick drain design and installation, geo-grid reinforcement. Innovations in the project included the use of AutoCad for the design of remedial grading plans, reflecting recommended backcut geometries, buttress and stabilization key excavation locations and depths, anticipated soils removals and over-excavation, which lead to accurate quantity estimates to anticipate and control remedial grading costs. The use of enhanced fill materials and wick drain installations substantially reduced secondary settlement periods within deep fill areas. In some cases, where coupled with surcharges, deep fill tracts were released for construction 6 to 18-months ahead of conventional methods with lower projected long-term settlement anticipated. Additionally, our office developed strict conceptual foundation design standards for precise grade builders and their consultants to follow, or justify modifications. These guidelines lifted the standard of care and provided consistency in foundation design and construction throughout the Talega community. Our office maintained a positive working relationship with the developer and contractors over a multi-phase, multi-year build out. To our knowledge, no litigations for geotechnical construction defects have arisen within the development. Total Construction Costs $1B(est.). Total fees +$4M

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COMPANY DATA – PCR

1. Official Name and Address PCR Services Corporation Santa Monica (Corporate) 233 Wilshire Boulevard, Suite 130 Santa Monica, California 90401 (310) 451-4488 (310) 451-5279 [fax]

2. Name, Address and Telephone Number of the Primary Point of Contact Stephanie Gasca, Senior Regulatory Specialist II PCR Irvine One Venture, Suite 150 Irvine, California 92618 (949) 753-7001 x2121 (949) 753-7002 [fax]

3. Type of Entity California Corporation

4. Federal Employer I. D. Number 95-4068402

5. Address, Telephone Numbers and Fax Numbers of Each of the Firm’s Locations PCR Irvine One Venture, Suite 150 Irvine, California 92618 (949) 753-7001 (949) 753-7002 [fax]

PCR Santa Monica (Corporate) 233 Wilshire Boulevard, Suite 130 Santa Monica, California 90401 (310) 451-4488

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(310) 451-5279 [fax] PCR Pasadena 55 S. Lake Avenue, Suite 215 Pasadena, California 91101 (626) 204-6170 (626) 204-6171 [fax]

6. Statement Indicating Whether the Firm Is Totally or Partially Owned by Another Business Organization or Individual PCR is wholly owned by founder and president, Gregory J. Broughton.

7. Number of Years in Business Under the Present Business Name PCR has been in business for 36 years, including the past 12 years under its current name. Previous business names are Planning Consultants Research (1990-1998), and Gregory J. Broughton Inc. (1986 - 1990).

8. Number of Years of Experience the Firm Has Had in Providing the Required Services 36 years

9. All Comparable Contracts Entered During the Last Five Years

Lake Forest Sports Park, Lake Forest, California Year Started and Completed: 2006-Present

Type of Contract: Professional Services

Contracting Agency: City of Lake Forest

Project Description: PCR assessed a 121-acre proposed sports park site for the City of Lake Forest. Services performed included a jurisdictional delineation of wetlands and “waters of the U.S.,” focused surveys for the federally- and State-listed least Bell’s vireo and southwestern willow flycatcher, and focused sensitive plants surveys. PCR is in the process of preparing permit applications to acquire a Clean Water Act (CWA) Section 404 permit from the U.S. Army Corps of Engineers (ACOE), CWA Section 401 Water Quality Certification from the Regional Water Quality Control Board (RWQCB), and a Fish and Game Code Section 1600 Streambed Alteratin Agreement from the California Department of Fish and Game (CDFG).

Project Manager: Cheryl Kuta, AICP, Senior Planner, City of Lake Forest, 25550 Commercentre Drive, Suite 100, Lake Forest, California 92630, (949) 461-3479

Developer of Project: City of Lake Forest

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Wildwood & Stough Canyons Improvement Projects, Burbank, California Year Started and Completed: 2007-2008

Type of Contract: Professional Services

Contracting Agency: City of Burbank

Project Description: PCR performed services including a jurisdictional delineation of wetlands and “waters of the U.S.,” CEQA level biological assessment and prepared the permitting application packages and associated environmental documentation for the Wildwood and Sough Canyon projects for the City of Burbank. The proposed project included the improvement of channel conditions to protect downstream facilities from potential flooding and erosion by removing sediment and installing flood-control and channel stabilization mechanisms. PCR regulatory specialists coordinated with the responsible agencies for the 6.2-acre Wildwood canyon project site [Section 401 (RWQCB) and Section 1602 (CDFG)]. PCR is also prepared the emergency permits and coordinated with the responsible agencies for the 1.3-acre Stough Canyon project [Section 401 (RWQCB), Section 404 (ACOE), and Section 1602 (CDFG)].

Project Manager: Janice Bartolo, Deputy Director, Parks & Recreation – Park Services, City of Burbank, 575 East Olive Avenue, Burbank, California 91510, (818) 238-5315

Developer of Project: City of Burbank

La Paz Sports Park, Laguna Niguel, California Year Started and Completed: 2001-2008

Type of Contract: Professional Services

Contracting Agency: City of Laguna Niguel

Project Description: PCR assessed a 6.3-acre proposed sports park site for the City of Laguna Niguel. Services performed included a jurisdictional delineation of wetlands and “waters of the U.S.,” impact analysis, regulatory compliance, and mitigation design, implementation, and monitoring. PCR processed permits with ACOE, RWQCB, and the CDFG for impacts to 1.2-acres of wetlands, which required the creation of 3.5 acres of wetlands. PCR also designed mitigation activities including creating three vegetative swales on-site to hold surface water coming from the proposed ball-fields as well as surrounding developments. Off-site mitigation activities included the restoration of Sulphur Creek adjacent to the project site, removing a cement v-ditch in order to restore a tributary to Sulphur Creek through Crown Valley Park, restoration of the Sulphur Creek floodplain adjacent to Crown Valley Park, and the creation of water quality wetlands tributary to Aliso Creek. PCR then conducted annual monitoring and prepared

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associated reports for the full-five year period. These activities are succeeding in reducing the proliferation of exotic vegetation in Sulphur Creek and increasing the water quality in Aliso Creek. This project has initiated an education program of sorts with Nancy Palmer, the City of Laguna Niguel who has been conducting presentations at wetland conferences regarding the benefits of water quality wetlands and allowing tours of the wetlands by local schools and political officials.

Project Manager: Nancy Palmer, Department of Public Works, City of Laguna Niguel, 27791 La Paz Road, Laguna Niguel, California 92677 (949) 362-4384

Developer of Project: City of Laguna Niguel

Regulatory Permitting On-Call Contract, Irvine & Orange, California Year Started and Completed: 2007-2008

Type of Contract: On-Call Professional Services

Contracting Agency: County of Orange: OC Public Works

Project Description: Under contract to the County of Orange Public Works Department, PCR prepared jurisdictional delineations, regulatory permitting packages and agency coordination, CEQA compliance, and sensitive species surveys for three separate park projects: William R. Mason Regional Park PW # 2921, William R. Mason Regional Park PW # 2928, and Santiago Oaks Regional Park. William R. Mason Regional Park PW # 2921. PCR provided the documentation and analysis to assist the County with the administrative and discretionary approval to conduct maintenance activities to remove sediment and debris from the culverts and from within the drainage. The study area considered in this assessment totals 3.0 acres and includes the proposed maintenance area plus a 35-foot construction buffer. Permits: ACOE CWA Section 404 (Nationwide Permit 3) Application, RWQCB CWA Section 401 Water Quality Certification Application; CDFG Fish and Game Code Section 1602 Streambed Alteration Notification. William R. Mason Regional Park PW # 2928. PCR provided the documentation and analysis to assist the County with administrative and discretionary approval to conduct maintenance activities to remove sediment and debris from the culverts. The study area is comprised of nine road crossing locations along Sand Canyon Wash and its tributaries, plus a 20-foot construction buffer around each road crossing location (study area). The total combined study area is approximately 0.79 acre. Permits: ACOE CWA Section 404 (Nationwide Permit 3) Application, RWQCB CWA Section 401 Water Quality Certification Application Form, CDFG Fish and Game Code Section 1602 Streambed Alteration Notification. Santiago Oaks Regional Park. PCR provided the documentation and analysis to assist the County to assist the County with administrative and discretionary approval to repair

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and reconstruct the damaged stream crossing structure and widen 420 linear feet of an existing road for access (from five feet to eight feet) within Santiago Oaks Regional Park. The County is using funds through the Federal Emergency Management Agency (FEMA) to repair the damaged stream crossing, which crosses a tributary to . The study area totals 0.55 acre and includes the area needed to repair and replace the stream crossing, the area needed to widen the existing road, and a 20-foot construction buffer.

Project Manager: Jenny Stets, ASLA, Senior Project Manager, OC Parks (division recently split from Public Works), 13042 Old Myford Road, Irvine, California 92602, (949) 923-3760

Developer of Project: County of Orange

10. Any Failures or Refusals to Complete a Contract and Explanation No

11. Individuals/Firms Who Own an Interest of 10% or Greater in the Proposing Firm Sole Owner: Gregory J. Broughton, PCR Founder & President

12. Financial Interest in Other Lines of Business PCR does not hold a financial interest in any other line of business.

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COMPANY DATA – AUSTIN-FOUST ASSOCIATES, INC.

1. Official Name and Address Austin-Foust Associates, Inc. 2223 Wellington Avenue, Suite 300 Santa Ana, CA 92701

2. Name, Address and Telephone Number of the Primary Point of Contact Terence W. Austin 2223 Wellington Avenue Santa Ana, CA 92701 (714) 667-0496

3. Type of Entity Corporation

4. Federal Employer I. D. Number 33-0028602

5. Address, Telephone Numbers and Fax Numbers of Each of the Firm’s Locations 2223 Wellington Avenue Santa Ana, CA 92701 (714) 667-0496 (714) 667-7952 fax

6. Statement Indicating Whether the Firm Is Totally or Partially Owned by Another Business Organization or Individual AFA is totally owned by the two principals, Terence W. Austin and Joe E. Foust

7. Number of Years in Business Under the Present Business Name 25

8. Number of Years of Experience the Firm Has Had in Providing the Required Services 25

9. All Comparable Contracts Entered During the Last Five Years

Opportunities Study Area, Lake Forest, CA Year Started and Completed: 2003 - 2004

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Type of Contract: Professional Services – Traffic

Contracting Agency: City of Lake Forest, CA

Project Description: This traffic study was carried out for proposed land use changes in five development areas that are currently vacant in the City of Lake forest. The Lake Forest Opportunities Study Area (OSA) Program included a citywide program for implementing transportation improvements referred to as the Lake Forest Transportation Mitigation (LFTM) Program. The LFTM is a set of citywide transportation improvements designed to maintain adequate levels of service on the City's arterial street system and to ensure the Opportunities Area Program does not result in unacceptable levels of service. The work AFA carried out also included the development of a citywide traffic model, the Lake Forest Traffic Analysis Model (LFTAM).

Project Manager: Terence W. Austin

Developer of Project: City

10. Any Failures or Refusals to Complete a Contract and Explanation None

11. Individuals/Firms Who Own an Interest of 10% or Greater in the Proposing Firm Terence W. Austin and Joe E. Foust

12. Financial Interest in Other Lines of Business None

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CORE VENTURES Community Owned Real Estate

NAME: Roger N. Torriero

TITLE: President Griffin Structures, dba CORE Ventures

SUMMARY EXPERIENCE: Following his completion of the Architecture program at Syracuse University (B. Arch.) and the Urban Planning Program at the Accademia di Belli Arti, a Firenze, Italy (M. Arch.), Mr. Torriero first joined the family construction business in Pennsylvania. Subsequently, upon relocating to California in 1978, EDUCATION Bachelor of Architecture he was employed by Pacific Mutual Life Insurance Company as its Syracuse University, New York Director of Realty Development.

Master of Architecture In 1981, Mr. Torriero formed Griffin Realty Corporation, which has Accademia de Belli Arti a Firenze Italy developed a number of significant and successful real estate projects throughout California and Nevada. He subsequently formed Griffin REGISTRATIONS Advisors, Inc., and Griffin Structures, Inc., which along with Griffin Licensed Architect, 1978 State of New York Realty Corporation were integrated into the Griffin Holdings organization. To date, the companies have been directly responsible California Contractor License: #793600, Classes A & B for the completion of over $1.5 Billion in projects on a regional, national, and international basis. PROFESSIONAL AFFILIATIONS U.S. Green Building Council Mr. Torriero’s extensive, successful involvement in virtually all Member aspects of real estate development, finance and construction provides Griffin Holdings with a special expertise in both the conceptualization and the realization of complex and challenging projects. He is considered expert in forward planning, finance, entitlements, public/private ventures, project delivery methodologies, and community-based participatory planning: all critical to success in today’s complex political and economic environments. He also has a considerable expertise in the adaptive re-use of historical structures. Mr. Torriero is a registered architect and licensed con- tractor. MOST RECENT SIMILAR PROJECTS: City of Santa Ana Station District – Program Manager City of Irvine Great Park Sports Park – Needs Assessment and Operations Strategy City of Rancho Santa Margarita City Hall and Community Center – Construction Manager City of Lake Forest OSA Public Facilities - Needs Assessment and Cost Estimating Cornerstone Partners – Land Development Joint Venture Partner, Managing General Partner

PROFESSIONAL AFFILIATIONS: Mr. Torriero is a member of the Urban Land Institute and its Public/Private Sector Development Council and the National Association of Industrial and Office Parks. He is also a member of the Associated General Contractors of America, the Construction Management Association of America, the Design-Build Institute, the US Green Building Council, and the Society for Military History. Mr. Torriero’s public service has included serving on the Board of Governors of the Bowers Museum of Cultural Art in Orange County, California, as the Chair of its Facilities Committee during its $12 million expansion and renovation.

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CORE VENTURES Community Owned Real Estate

NAME: Robert D. Hall TITLE: Vice President, Strategic Services EDUCATION: Bachelor of Science, UC Davis. Post-Graduate De- grees, UCLA, Mathematics (Master of Arts, Ph D.). Special Studies in Music, University of Pacific. Special Studies in Mathematics, University of Oklahoma

SUMMARY EXPERIENCE: Mr. Hall has extensive background in EDUCATION pre-architectural programming, facilities planning, needs assess- Bachelor of Science, UC Davis ment, operational modeling, functional analysis and interpretation, Post-Graduate Degrees, UCLA, Mathematics (Master of Arts, Ph D.) and projection of operations and facility requirements. Included in Special Studies in Music, University of this experience is planning of recreational facilities, user interview Pacific Special Studies in Mathematics, and survey techniques, mathematical analysis of survey data, sport University of Oklahoma park needs assessment, and programming of recreational facilities.

PROFESSIONAL AFFILIATIONS Mr. Hall has built an expertise in understanding how users of Member: APWA information restructure themselves to make use of the expanded Member: US Green Building Council LEED Accredited Professional power of their systems, resources, and support technologies. Facilities functionality is crucial to the effective implementation of INDUSTRY TENURE 25 Years re-engineering around better through-put, improved information systems, more focused customer awareness, or higher value operations. To this end, Mr. Hall has become a leader in understanding the linkages between smart facilities planning and business right-sizing. During his twenty-plus years in the fields of organizational analysis and pre-architectural planning, Mr. Hall completed some seventy-five government or institutional projects and is experienced in the full-range of specialized facilities, including recreation (sport planning, community center planning, community workshop design), general government (City and County, including growth modelling, administrative facility planning, consolidation studies, and efficiency analysis), law enforcement (both City and County), fire departments (suppression, prevention, support), justice agencies (civil and criminal courts, detention facilities, and support facilities), corporation yards (including space needs analysis and site consolidation analysis), warehouse and materials handling facilities, and other facility types. Brief Selection of Relevant Project Experience (chronological): City of Fullerton, CA: Community Center/Senior Center Needs Assessment City of Yucaipa, CA: City Library Needs Assessment City of Brea, CA: City Hall Needs Assessment City of Irvine, CA: Program Evaluation–Police Department and Operations Service Center City of Irvine, CA: Orange County Great Park–Sports Park Needs Assessment Environmental Nature Center, Newport Beach, CA: Needs Assessment and Program City of San Jan Capistrano, CA: City Hall Needs Assessment City of Laguna Beach, CA: Needs Assessment, Senior Center and Community Center City of Lake Forest, CA: Civic Facilities NA (City Hall, Sports Park, Community Center) City of Rancho Santa Margarita, CA: Program Analysis, City Hall and Regional Comm'y Center Orange County Water District, Fountain Valley, CA: Visitors' Center Needs Assessment City of Long Beach, CA: City Hall East Opportunity Study RDA, City of Santa Ana, CA: Transit Village / OCTA Needs Assessment

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RESUME

NAME: Mr. Brian J. Myers

TITLE: President, Nuquest Ventures

EDUCATION: Stanford University ’84, B.A. Economics

SUMMARY EXPERIENCE:

Most Recent Projects in chronological order:

! Lake Forest Opportunities Study Area (Lake Forest, CA) Program Management, Entitlement Management, Strategic Planning for Public Facilities, Financing Plan, Permitting, and Negotiations

! Hanson Aggregates PLC, California Surplus Property Strategic Planning, Entitlement Management and Disposition. Evaluations of ten large properties throughout the state with selective entitlement and disposition.

! Orange County Great Park (Irvine, CA) Program Management, Entitlement Management, Strategic Planning for Public Facilities, Financing Plan and Negotiations.

! Cornerstone Land Development (Henderson, NV) Joint Venture Partner, co- Managing General Partner in charge of entitlement, strategic business plan, project management, financing plan and land dispositions.

! Edison Building Strategic Plan (Long Beach, CA) Strategic plan for the City of Long Beach, property evaluation, lease-hold interest analysis, disposition alternatives for a community owned high-rise building.

! Station District (Santa Ana, CA) Strategic plan for the City of Santa Ana, entitlement evaluation, financial evaluation and community outreach for the potential redevelopment of the Santa Ana transportation center and surrounding properties.

! Uptown Orange and East Orange (Orange, CA) Strategic plan for the City of Orange on the properties located at the confluence of the 57 Freeway and Interstate 5. Land use strategies, financing strategies, property owner outreach and redevelopment strategies.

! Anaheim Stadium and Anaheim Stadium Area Master Plan/EIR (Anaheim, CA) Strategic planning, negotiations, land use planning, entitlement management and financing plan for the redevelopment of Anaheim Stadium, stadium parking lot and surrounding areas located at the confluence of the 57 Freeway and Interstate 5.

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Page 247

Summary of Experience: Brian Myers is the president and founder of Nuquest Ventures, LLC. Mr. Myers oversees Nuquest’s investments, real estate development activities, and asset advisory services with a focus on the repositioning of underutilized real estate assets and the successful engagement of the public/private partnership. Nuquest has projects in California and Nevada.

Nuquest is the current advisor to the City of Lake Forest in the negotiation with five property owners in the Opportunities Study Area to secure development agreements and entitlement that allow for the participaton of the community in public benefit including a 65 acres sports park, community center and 9 acre civic center. Mr. Myers has been responsible for working directly with the City Manager to manage the process, assist staff department heads, direct entitlement, secure permits, create a strategic business plan for the public facilities and implement the plan.

Nuquest was the advisor and partner of Hanson Aggregates, PLC on their surplus aggregate mining properties in California and Nevada. Ventures include ten properties totaling over 5,000 acres with 5,500 residential lots and 3Msf of commercial entitlement. Four properties are in the Bay Area in the communities of Pleasanton, Cupertino, Windsor and Santa Cruz, while four properties are in San Diego County, one in Orange County and one in Henderson, Nevada. The property in Henderson, Nevada included the formation of a new redevelopment territory, negotiation of an OPA and a financing structure combining a Local Improvement District Bond with a tax increment financing.

Mr. Myers was the development advisor to the City of Irvine in its successful negotiations with the Department of the Navy over the re-use and sale of the 4,600-acre MCAS El Toro. The surplus property sold at auction for $650M to Lennar Communities with 1,200 acres and over $600M of additional capital funds dedicated to the City of Irvine for the development of the Orange County Great Park. This unique partnership included real estate value and exchange of capital totaling over $2B and was negotiated, in good faith, over a 3-year period with the Navy with no binding contracts. Mr. Myers also led the formation of a redevelopment plan and territory that will eventually capitalize over $800M in public improvements for the former Marine base development.

Nuquest is also engaged in several surplus property transactions as an advisor, representative and development partner. Current projects include properties in Ventura, Laguna Niguel, Irvine, Lake Forest, and Big Bear Lake, California.

Mr. Myers has negotiated on behalf of public agencies in the cities of Anaheim, Orange, Santa Ana, Irvine, Lake Forest and Long Beach. Redevelopment experience includes a restoration of an historic office building in Santa Ana with the Santa Ana RDA, formation of a territory and redevelopment strategy in the City of Irvine, formation of a territory and negotiation of an OPA with financing agreement in the City of Henderson, Nevada and advisory contract with the RDAs in the cities of Anaheim, Orange, Santa Ana, Long Beach and Irvine, California.

A graduate of Stanford University in Economics, Mr. Myers has an extensive history in the real estate industry with 20 years of experience. Over the past two decades, Mr. Myers has provided real estate advisory and entitlement services to many government agencies and corporations across the western region of the country. Mr. Myers has also developed real estate in the states of California and Nevada including commercial, residential and land development projects. Mr. Myers has directed the entitlement and/or developed master planned communities and urban infill projects with over 30,000 residential lots, 25M square feet of commercial/office/retail and public facilities such as professional sports stadiums, city halls, community centers and large- scale parks. This balance has provided Mr. Myers with insights into the success of a real estate project from conception to completion from the public and private perspective.

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Page 248

Mr. Myers is a frequent speaker on the topic of structuring public/private partnerships and has recently been featured as a guest speaker for ULI, NAID, NAIOP, ICSC, CAL-CMA, ICSC and CoreNET.

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Page 249

RESUMES

Kate Keena, Founding Partner Key capabilities: Issues management, advocacy and strategic community outreach planning Years of experience: 35 B.A. Business Administration, National University, 1995

Barbara J. Thomas, Managing Partner Key capabilities: Coalition building, innovative public education and outreach Years of experience: 25 B.A. Business Administration, National University, 1995

Martin McIntosh, Senior Manager of Client Services Key capabilities: Technological innovation, Social Media and creative design Years of experience: 20 A.A. Business Administration, Fullerton College, 1990

Carrie Arneth Miller, Manager of Client Services Key capabilities: Strategic communications and media relations Years of experience: 25 B.A. Political Science, University of Rochester, 1987 M.A. Communications, State University of New York at Brockport, 1991

Michael Suydam, Manager of Strategic Alliances Key capabilities: Strategic entitlement communications and grassroots lobbying/mobilization Years of experience: 16 B.A. Political Science, University of Washington, 1995

Summary of Experience: Founded in 1995, Keena•Thomas Communications, LLC is a highly sought after public affairs and community relations firm. Our forte is developing and implementing successful community education outreach strategies, media relations programs, special events and crafting strategic communication.

Working as a team, Keena•Thomas Communications, LLC is known for its ability to bring together diverse interests in individuals and businesses, causes and advocates so that important goals, which may have once seemed out of reach, can be readily accomplished. Our consensus building skills, knowledge of public-private partnerships, familiarity with environmental issues and land development, and understanding of the Rancho Santa Margarita community and surrounding area will be a considerable asset.

Keena•Thomas Communications, LLC has a strong track record in moving development projects from conception to completion, despite significant challenges. We are skilled in deciphering complex technical findings and communicating them to the public in terms that are easily understood. The firm is well known for its traditional values and widely respected for its unique approach to meet the needs of a growing list of discerning clients.

Community Outreach/Land Entitlement/Strategic Communication

Foothill/Eastern Transportation Corridor Ageny, Completion of Foothill South SR-241, 2001 to present

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Page 250 Serve as the lead agency in coordinating grassroots mobilization for public hearings and implementing a comprehensive outreach program for business and community leaders. Continue to facilitate presentations to community groups and homeowner associations, and assist in translating technical components and findings into understandable terms. Maintain communication with project supporters even during times when there is “no perceived activity”.

Mission Hospital, Community Outreach, March 2004 to present Built a coalition of supporters prior and during the hospital’s multi-million dollar expansion. Assisted in paving the way for the construction of the initial expansion project, the new parking structure. Identify and coordinate opportunities to enhance Mission Hospital’s relationships with elected officials and opinion leaders within South Orange County cities and communities. Assist in the outreach and relationship cultivation in the acquisition of the Laguna Beach Campus (formerly South Coast Medical Center). Advise hospital staff of community events and partnership opportunities that may benefit Mission Hospital. Likewise, recommend appropriate actions with City Council members and other opinion leaders to maintain and enhance important relationships.

Santa Margarita Water District, Upper Chiquita Reservoir, February 2009 to present Assist in educating residents and securing community support for the $36.1 million Upper Chiquita Reservoir project. The reservoir will improve water supply reliability for the region by providing 244 million gallons of water. One of the project challenges was the proximity of the reservoir to a nearby high school. Education on the reservoir’s safety components was an important element of community outreach. Note: Santa Margarita Water District has retained the firm’s professional consulting services on an ongoing basis since 1996

El Toro Water District, Water Budget-Based Tiered Conservation Rate Structure, 2010 to present Develop and execute a comprehensive community outreach program to introduce a new-tiered rate structure. Utilize community meetings, collateral materials, newsletter articles, website updates, press releases and special events to share information with customers. Provide detailed information to all five impacted City Councils and multiple homeowner associations. Note: El Toro Water District has retained the firm’s professional consulting services on an ongoing basis since 2005.

El Toro Water District, Water Conservation & Water Supply Shortage Program, March 2009 to 2010 Designed and implemented a multi-faceted communications program to inform community leaders, businesses and residents about a new Water Conservation & Supply Shortage Program. Extensive community outreach included collateral materials; presentations to five City Councils, four homeowner associations, and various community groups; media relations; information meetings with various types of water users. The project required keen attention to detail and the ability to translate technical information into easily understandable terms.

Bolsa Chica Conservancy, Education and Restoration Center, 2008 to 2009 Managed the rollout of the public planning process for the Bolsa Chica Conservancy Education and Restoration Center near the Bolsa Chica Wetlands. This effort included a series of public planning charrettes to incorporate the community’s input in the vision for the facility. A comprehensive communications strategy was designed and implemented to maximize awareness and participation in this series of events. Nearly 150 individuals participated in this process.

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Page 251 Redwood City Industrial Saltworks, 2008 Several national environmental firms targeted property along the San Francisco Bay, owned by Redwood City Industrial Saltworks, and advocated a shutdown of all future development. The Sierra Club circulated positions and placed an initiative on the city ballot to require a two-thirds vote before any development could occur. At first most voters thought this initiative simply targeted the bay front landowner, the reality was that hundreds of residential and commercial property owners would be impacted due to hidden provisions. A citywide coalition was formed to educate voters about the sloppy nature of this measure. In the end, the initiative failed by a nearly 2:1 margin.

Save Our Anaheim Resort, 2007 to 2008 Used public outreach and coalition building to overturn an Anaheim City Council vote allowing high-density housing near the Disneyland Resort. The effort included gathering more than 20,000 signatures to place a referendum on the Anaheim ballot. This was the first successful effort in the 150 year-old city’s history. Over the next nine months, more than 10,000 voters joined the Save Our Anaheim Resort coalition fighting to overturn the housing project’s approval. As a result of this effort, along with effective government relations strategies and a neutralized media, the city council reversed its own decision and rejected the housing project.

Eastern Municipal Water District, Fluoride Awareness Campaign, 2007 Launched a comprehensive public outreach, awareness and education campaign to inform its member agencies, local healthcare providers and 126,000 customers that fluoride has been added to the water system. The outreach and education campaign was particularly important given that some members of the community were opposed to fluoridation.

Trabuco Highlands Community Association, Annexation of Highlands Estates, January 2007 to May 2007 A housing development known as “Highlands Estates” was to be built within the Trabuco Highlands community. An opportunity existed to allow these eight future residents to become dues paying members of the Trabuco Highlands Community Association (THCA). Through strategic community outreach Keena•Thomas Communications assisted THCA in securing a two-thirds majority vote to include the new development in the THCA. One of the project challenges was that many residents did not support the new development.

City of Mission Viejo, Crown Valley Parkway Improvement Project, 2006 Coordinated community outreach to the businesses, community groups and residents most impacted by the widening of Crown Valley Parkway. Since the construction area encompassed the City’s primary business district and the entrance to Mission Hospital, south Orange County’s only trauma center, community outreach was a critical aspect of the project. Outreach and education activities included presentations, canvassing neighborhoods, collateral materials, Web site development and a dedicated telephone helpline.

The Steadfast Companies, Aliso Ridge Development Project, 2004-2006 Designed and implemented a community outreach/public relations program to build support for City Council approval of a controversial development project. The program included reviewing key findings, analyzing the political landscape and educating residents on the benefits of Aliso Ridge, including job creation and economic stimulus. Communication tactics included community advocate/supporter development and training, media relations, direct mail, community meetings, letters to the editor and endorsement cards.

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Page 252 Monrovia Nursery, 2004 The Azusa City Council approved a master-planned development to occur on the site of a historic nursery. After the city council passed a measure allowing the development, a citizens group gathered petitions to overturn the decision through referendum. The city council quickly placed the measure on the ballot, allowing voters to decide the fate of the proposal. The campaign and coalition in favor of the development was quickly assembled. The result: 76 percent approval, the largest margin in favor of a residential development in state history.

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Page 253

RESUMES

Name Ken Ryan

Position Principal

Education Bachelor of Science, Urban Planning, 1983 California State Polytechnic University, Pomona

Summary of Experience

Corona High Speed Rail Transit District Corona, CA Conceptual Master Plan for a Mixed-Use Multi-Modal Transit Center Client: City of Corona

ARTIC Mixed-Use Transit District Anaheim, CA Design Advisor for a Multi-modal Transit Center / Conceptual Development Guidelines for a Mixed-Use Transit Oriented Development Client: City of Anaheim

Chapman University Specific Plan Amendment and Campus Improvements Projects Orange, CA Specific Plan Amendments / University Campus Improvement Project Entitlement / Community Outreach Client: Chapman University

Lower Rosen Ranch San Juan Capistrano, CA Site Plan Alternatives Client: City of San Juan Capistrano

Rio Santiago Orange, CA Site Plan Alternatives, Entitlement, Community Outreach Client: JMI Real Estate

Lytle Creek Ranch Rialto, CA Community Master Plan / Specific Plan Client: Lytle Development Company

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Professional Memberships / Registrations Foothill/Eastern Transportation Corridor Agency – Board of Directors, Past Two-Term Chairman California State Polytechnic University, Pomona – ENV-Partners Circle Board Member City of Anaheim – 2008 Housing Element Committee Member Urban Land Institute – Past Executive Committee Member, Orange County District Council Placentia-Linda Hospital – Governing Board Member

Name Lalaine Tanaka, AIA, LEED AP

Position Principal

Education Bachelors of Architecture, 1987 California Polytechnic State University, San Luis Obispo

Summary of Experience

El Portal Retail Center Southgate, Ca 600,000 sf. Lifestyle Retail Center Client: DeBartolo Development

Eagle Canyon Resort Palm Springs, CA Luxury Resort Hotel and Residences Client: CT Realty and Nexus Development

The Village at Bella Terra Huntington Beach, CA Mixed Use Retail Client: EJM Capital Partners Inc

Anaheim Resort Hotel & Spa Anaheim, CA 252 Guestrooms, Conference and Spa Client: Lake Development Group

Centennial Mills/Seed Site Portland, Oregon LEED Consulting for Hotel and Event Center Client: Ambrose Collections

Professional Memberships / Registrations Licensed Architect – CA LEED Accredited Professional American Institute of Architects, AIA

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Page 255 Urban Land Institute, ULI American Resort Development Association, ARDA American Hotel & Lodging Association, AHLA International Council of Shopping Centers, ICSC

Name Mike Flynn, AIA, NCARB, LEED AP

Position Principal

Education Bachelors of Architecture, 1969 California Polytechnic State University, San Luis Obispo

Summary of Experience

JC Penney I.C.E./Gray El Cajon & Carlsbad Major Store Renovation Client: JC Penny

Jefferson Square La Quinta, CA LEED Gold Retail Center Client: Regency Centers

Resort Cove Town Center Saudi Arabia Golf Clubhouse, Spa, Retail and Restaurant Client: EMAAR International

Scripps Ranch Center San Diego, CA Major Renovation of Retail Center Client: Coast Income Properties

Nordoff Plaza Reseda, CA Major Renovation/Conversion of Existing Building to Power Center Client: Red Mountain

Professional Memberships / Registrations Licensed Architect - CA, AZ, DE, FL, IL, KS, NV, OH, OK, TX, UT, VA National Council of Architectural Registration, NCARB LEED Accredited Professional American Institute of Architects, AIA Urban Land Institute, ULI

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Page 256 US Green Building Council

Name Mark Hickner

Position Planning & Entitlement Director

Education Bachelor of Landscape Architecture, 1984 University of Minnesota

Bachelor of Environmental Design, 1984 University of Minnesota

Summary of Experience

ARTIC Mixed-Use Transit District Anaheim, CA Design Advisor for a Multi-modal Transit Center / Conceptual Development Guidelines for a Mixed-Use Transit Oriented Development Client: City of Anaheim

Lytle Creek Ranch Rialto, CA Community Master Plan / Specific Plan Client: Lytle Development Company

Arantine Hills Corona, CA Mixed-Use Master Plan / Specific Plan Client: Bluestone Communities

Chapman University Specific Plan Amendment and Campus Improvements Projects Orange, CA Specific Plan Amendments / University Campus Improvement Project Entitlement / Community Outreach Client: Chapman University

Village 1 / Walkup Ranch Lincoln, CA Community Master Plan / Specific Plan Client: Lake Development – Lincoln, LLC

Professional Memberships / Registrations American Institute of Certified Planners Member, American Planning Association

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Page 257 Name Geoff Graney

Position Senior Urban Designer

Education Bachelors of Environmental Design, Planning / Urban Design, 1998 University of Colorado at Boulder

Summary of Experience

Corona High Speed Rail Transportation District Corona, CA Conceptual Master Plan for a Mixed-Use Multi-Modal Transit Center Client: City of Corona

ARTIC Mixed-Use Transportation District Anaheim, CA Design Advisor for a Multi-modal Transit Center / Conceptual Development Guidelines for a Mixed-Use Transit Oriented Development Client: City of Anaheim

Lower Rosan Ranch San Juan Capistrano, CA Site Plan Alternatives Client: City of San Juan Capistrano

Rio Santiago Orange, CA Site Plan Alternatives, Entitlement, Community Outreach Client: JMI Real Estate

Village 1 / Walkup Ranch Lincoln, CA Community Master Plan, Specific Plan, Entitlement, Community Outreach Client: Lake Development – Lincoln, LLC

Lytle Creek Ranch Rialto, CA Community Master Plan, Specific Plan, Entitlement, Community Outreach Client: Lytle Development Company

Professional Memberships / Registrations American Institute of Architects, AIA Los Angeles Chapter - Urban Design Committee Urban Land Institute, ULI U.S. Green Building Council National Trust for Historic Preservation

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RESUMES

Robert J. Mueting, RA, RLA, LEED® AP RJM Design Group, Inc. Principal – Project Manager

Education: • Masters Degree/Landscape Architecture/University of Michigan 1977 • Bachelor of Architecture / University of Nebraska 1975

Summary of Experience Preparing Master Plans: • Patricia Birdsall Sports Park – Temecula, CA • Chino Hills Community Park – Chino Hills, CA • El Segundo Campus (Soccer Complex), El Segundo, CA • Harvard Community Athletic Park Expansion, Irvine, CA • Oceanside Sports Complex Master Plan, Oceanside, CA • Central Park, Rancho Cucamonga, CA • Santa Clarita Sports Complex and Aquatic Center, Santa Clarita, CA

Professional Memberships/Registrations • Landscape Architecture/CA/2055 • Architecture/CA/C012928 • LEED® AP • American Society of Landscape Architecture/Member • American Institute of Architects/Member • California Parks & Recreation Society/Member • National Recreation & Park Association/Member

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Page 259 Larry P. Ryan, RLA RJM Design Group, Inc. Principal – Landscape Architect

Education: • Bachelor of Science /Landscape Architecture/CA Polytechnic State University/Pomona 1982

Summary of Experience Preparing Master Plans: • Lake Forest Sports Park – Lake Forest, CA • Long Beach Sports Park – Long Beach, CA • Rancho Cucamonga Sports Complex - Rancho Cucamonga, CA • Tustin High School Field Renovation - Tustin, CA • Youth Athletic Park - Mission Viejo, CA

Professional Memberships/Registrations • Landscape Architecture/CA/2055 • Architecture/CA/C012928 • LEED® AP • American Society of Landscape Architecture/Member • American Institute of Architects/Member • California Parks & Recreation Society/Member • National Recreation & Park Association/Member

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RESUMES Name Patrick R. Fuscoe, PE

Position President/CEO

Education Bachelor of Science, Civil Engineering, University of Southern California, 1972 Wetlands Restoration Curriculum, University of California, 1998

Summary of Experience Patrick Fuscoe is the founder and President of Fuscoe Engineering, Inc. and over the course of his 35-year career has been lead engineer on milestone assignments such as the highly anticipated Orange County Great Park; the Laguna Beach-Bluebird Canyon Landslide Repair; Orange County Fairgrounds; Ronald Reagan Federal Building and Courthouse; Irvine’s Woodbridge Village; USMC Camp Pendleton; the Ocean Institute of Dana Point; and University of California, Santa Barbara’s faculty housing and wetlands.

Pat was active in engineering much of Rancho Mission Viejo including areas of the then new City of Rancho Santa Margarita (e.g., business park, auto dealership zone, residential neighborhoods and infrastructure).

Pat initiates strategic planning for all of the firm’s larger projects, overseeing the progress of each development and offering creative direction, guidance and support. He continues to bring his energy, insight and extraordinary communication skills to the design team at Fuscoe Engineering, inspiring its professionals to excel in their creativity and service to clients. Pat not only motivates people to be their best, but shares ideas, designs and helps with strategic decisions to ensure projects receive the best engineering solutions and service possible. Under Pat’s able leadership, Fuscoe Engineering has transformed into a company of individuals who work as a team dedicated to quality, service and innovation; a company which thoughtfully integrates the built environment into the natural environment in a creative and responsive manner

Professional Memberships/Registrations Urban Land Institute American Institute of Architects American Society of Civil Engineers Council of Engineering Consultants of America Building Industry Association of Southern California Society of Wetland Scientists

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Page 261 The Miocean Foundation Young Presidents Organization U.S. Green Building Council PE, PLS 1975 - CA #24701 FEI Team Member Since 1992

Name Trevor Dodson, PE LEED® Accredited Professional

Position Principal/Project Manager

Education Bachelor of Science, Civil Engineering, University of California, Irvine, 1984

Summary of Experience Trevor has built a broad base of civil engineering experience over the past 24 years. He has worked on projects in Orange, Los Angeles and Riverside counties, and is the lead manager for many of Fuscoe Engineering’s public, master plan, residential, commercial, office and retail projects. He also has an extensive background in street and storm drain design for both public and private hillside projects.

Trevor brings experience with infrastructure design; master plan development; phased construction; and multi-firm coordination to his assignments. He is very adept at grading design and plan checking, including mass, rough and precise grading plans. Trevor is the main contributor within Fuscoe’s Quality Assurance Committee, ensuring in-house plan checking procedures are followed accurately.

Recent project experience includes:

• IRWD Serrano Summit Area Plan – Lake Forest, CA • Orange County Great Park – Irvine, CA • City of Laguna Beach Bluebird Canyon Landslide – Laguna Beach, CA • Marina Public Park – Newport Beach, CA • Newport Banning Ranch – Newport Beach, CA • Trabuco Canyon Ranch – County of Orange, CA

Professional Memberships/Registrations American Society of Civil Engineers Building Industry Association of Southern California U.S. Green Building Council

PE, 1987 - CA #42029

FEI Team Member Since 2005

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Page 262 Name Mike Ijams

Position GIS Manager

Education BA, Geography California State University, Fullerton, 2001

Summary of Experience After completing military service with the United States Army, Mike applied his extensive land navigation and topographic maps skills to the private sector, working as a GIS technician for one of the largest mapmaking companies in the country, as well as a large international engineering firm.

In his previous work, Mike has provided GIS analysis for the design of a GIS and Access database to be used by multiple cities and public agencies in Orange County, California, as part of the Regional Water Quality Control Board’s FOG Control Program. Work involved coordination between multiple agencies and municipalities to obtain existing GIS data, geocoding business locations, mapping sewers and manholes, and tracing sewer networks. His other public projects include work for the County of Orange Public Facilities and Resources Department, California High Speed Rail Authority, Metropolitan Transportation Authority and the City of Garden Grove.

Mike joined Fuscoe Engineering, Inc. as GIS Coordinator and is implementing a GIS database warehouse as an additional service to our clients and consultants.

• City of Yorba Linda – GIS Database for Storm Water Program – Yorba Linda, CA • City of Tustin WQMP Database – Tustin, CA • City of Laguna Beach Bluebird Canyon – Laguna Beach, CA • City of Yorba Linda Fire/Flood Emergency Service – Yorba Linda, CA • Hillcrest Park Master Plan – Fullerton, CA • Orange County Great Park – Irvine, CA • Boy Scout Outdoor Education Camp – Orange, CA • Cavallari Residence – Laguna Beach, CA • Costco Lower Rosan Ranch – San Juan Capistrano, CA • IRWD Serrano Summit Area Plan – Lake Forest, CA • Aliso Creek Evaluation – Laguna Beach, CA • Mountain Park Master Plan – County of Orange/Anaheim, CA

Professional Memberships/Registration Urban and Regional Information System Association

FEI Team Member Since 2004

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Page 263 Name Ian Adam, MESM LEED® Accredited Professional

Position Senior Environmental Resources Manager

Education Master of Environmental Science and Management, Donald Bren School of Environmental Science and Management, University of California, Santa Barbara, 2001 BS, Science - Ecology and Systematic Biology, 1996

Summary of Experience Since joining Fuscoe in 2001, Ian has served as an effective Project Manager and resource for a number of projects and clients. His emphasis in storm water regulations and water quality BMP design has served as a valuable resource for cities, private developers and public entities. Ian is currently working as the storm water consultant to several cities in Orange County for the development and implementation of criteria for storm water BMP design. He is serving as the lead water quality design consultant for the Orange County Great Park to implement treatment control BMPs, including plans, specifications and cost estimates. He has worked extensively with the University of California, Santa Barbara (UCSB) on various development projects, including the design of several natural treatment system BMPs.

Ian’s technical background in water quality combined with his engineering and regulatory experience at FEI provides clients with a uniquely trained individual to work with stakeholders, regulatory agencies and other consultants.

• City of Yorba Linda NPDES Water Quality Programs – Yorba Linda, CA • Orange County Great Park Water Quality & Habitat Restoration – Irvine, CA • IWRD Serrano Summit Area Plan – Lake Forest, CA • Aliso Creek Evaluation & Restoration – Laguna Beach, CA • Del Mar Fairgrounds Master Plan – Del Mar, CA • Burbank Water & Power Green Street – Burbank, CA • Marina Public Park – Newport Beach • Mountain Park Community (The Irvine Company) Water Quality/Habitat Plans – Anaheim/Orange County, CA

Professional Memberships/Registrations National Association of Environmental Professionals Building Industry Association of Southern California Southern California SETAC, Board Member The Miocean Foundation - Board Member US Green Building Council

FEI Team Member Since 2001

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Page 264

RESUMES

Paul Moote, II Principal Estimator, Senior Construction Manager

Following in the footsteps of the company founder, Paul is the leader in the industry for complete and credible cost estimates. He has worked on hundreds of projects throughout California in his 33 years at The Moote Group, including public infrastructure, residential, commercial, mixed-use, redevelopment, institutional and educational.

As the principal estimator, Paul's primary objectives are to fully understand the details and issues surrounding the project and further the avenues of communication among the many involved parties and agencies. These are best accomplished by working with the design engineer to seek cost effective solutions that serve the best interests of the project.

Because Paul is a "hands-on" construction manager working in the field and continually bidding infrastructure, he has the experience necessary to prepare complete credible cost estimates and bid documents helping to eliminate unnecessary extra work orders.

Paul is often invited to share his land development expertise as a guest lecturer at UCI's LDCM class presenting offsite infrastructure cost estimating and knowledge of offsite infrastructure construction means and methods. Paul2 is very passionate about his work and the construction industry. Paul2 demonstrates this in his work product, training and lectures.

Education:

Bachelor of Art in Business Administration, University of Washington, 1973 Management Action Program, 1981 University of California, Irvine: Light Construction Development Management, 1989 American Association of Cost Engineering, 1994

Summary of Expertise:

1976 to Present THE MOOTE GROUP Vice President, Principal As a principal, Paul goes where the work demands. Paul gets directly involved in the firm's more challenging and complex projects, working in the field with the project team. His executive responsibilities include coordinating the firm's field efforts and value engineering the firm’s cost estimates for current industry prices and latest field technology.

Estimating, Bids and Contracts: Master Planned Communities, Public Facilities Districts, Special Assessment Districts, Major Public Works Construction Projects, Mello-Roos Financed Projects, Residential, Commercial & Industrial Projects. • Quantity Takeoffs & Preparation of Preliminary and Final Costs Estimates.

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Page 265 • Bid Administration: Preparation of Bid Documents, Bid Tabulations, Analysis, and Negotiations. • Preparation of Contract Documents, Special Provisions. • Contract Administration, Change Order Negotiations. • Direct others in the preparation of large complex offsite cost estimates for master planned communities, public facilities districts, special assessment districts.

2008 – Greenspot, City of Highland, California. Preliminary offsite cost estimate and engineering feasibility study for The County of Orange. Site includes over 1,138 net acres, 4,000 residential units, 34 acre commercial industrial site, 14 acres of recreational parks and a 17 acre school site.

2008 - Alton Parkway Extension, City of Lake Forest, California. Estimating and budgeting over one mile of roadway extension and median repair to existing roadway. Scope of work includes 800,000 cubic yards of mass grading excavation, two acres of wetland mitigation and restoration and storm drainage.

2007 – Fanita Ranch, City of Santee, California. Preliminary offsite cost estimate and engineering feasibility for a master planned community. Scope of work includes 1,380 residential lots, 988 net acres, fire station, right-of-way acquisition, environmental mitigation and restoration, open sports park, lake, conservatory, nature center, activity center, events lawn, commercial and retail.

2006 - City of San Juan Capistrano’s Nexus Fee Program. Preparation of preliminary engineering feasibility study and cost estimate for the City’s transportation fee program. Scope of work included proposed city improvements and upgrades for existing roadways, on and off ramps and signalized intersections.

2000 - Playa Vista, City of Los Angeles, California. A large infill urban residential project which includes the restoration of a wetlands, construction of a waste and recycling facility, underground parking facilities, retrofitting existing dry and wet utilities. Paul was responsible for establishing the project schedule and overseeing the bid administration and contracting effort. Construction Costs: $250,000,000

Construction Management: Master Planned Communities, Commercial and Industrial Sites, Public Facilities Districts, Special Assessment Districts, Public Works Construction Projects, Mello-Roos Financed Projects, Major Hillside Grading Projects. • Value Engineering. • Constructability Review. • Construction Management in the field: Owner's representative to schedule, coordinate and expedite the work of all trades and utility companies; monitor the work of project consultants. • Construction Inspection. • Bond Exoneration, Punch Lists. • Construction consultant for constructability of large and complex projects. • Monitor and coordinate company field construction managers and inspectors.

2010 - Wasson Canyon, City of Lake Elsinore, California. Construction management and owner’s representative for completion of bonded improvements. Scope of work includes meeting with and obtaining approvals from the City of Lake Elsinore for street improvements and storm drain facilities.

2009 – Summit Crest, City of Lake Forest, California. 40 Lot Residential Site. Construction management and value engineering for a partially completed residential neighborhood. Scope of work included crib type retaining walls with an average height of 20 feet.

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2006 – Winchester Road, State Route 79, County of Riverside, CA. Construction management for Caltrans roadway widening. Scope of work included 1,400 linear feet of public roadway widening.

2001 – Altisima Park, City of Santa Margarita, California. Construction management and contract administration for SAMLARC. Scope of work includes two softball fields with soccer overlays, above ground dugouts, tot lot and restrooms.

1987 - Diamond Bar Land Slide Repair, City of Diamond Bar, California. A large urban landslide inside an existing residential project included stockpiling 1,500,000 cubic yards of soil, installing over 5 miles of subdrain while protecting existing residential infrastructure. Paul was the field construction manager representing Ahmanson Development. Construction Costs: $6,000,000.

1973 to 1976 GOLDEN STATE PIPELINE Heavy Engineering Construction Company

Paul provided the cost estimating, construction scheduling, as well as purchasing and the daily business management of the firm. His position involved quantity takeoffs; material pricing; cost estimates; preparation of formal bids for contract work; material purchasing; equipment rental; construction field superintendent; accounts receivable; accounts payable; payroll; personnel and business administration

Professional Memberships/Registrations: • American Association of Cost Engineering-Certification-Member • Home Builders Council of the Building Industry Association • Building Industry Association • Saddleback Valley Unified School District, Facility Advisory Committee • Environmental Management Association-License-Member • Association of Construction Inspectors-License-Member • Certified Construction Inspector • Certified Environmental Inspector • Instructor: Construction Management, Cost Estimating & Bidding - Orange Coast College, University of California Irvine, USC Lusk School of Real Estate

Marjorie A. Knitter Principal Estimator, Budgeting

Marjorie is the president of The Moote Group, a full service land management firm that assists developers, builders, lenders and portfolio managers in all aspects of land development management and infrastructure programs from entitlement through finished lots. She is well known in the Southern California construction industry, with more than 26 years of experience in providing land management services. She is engaged in numerous related industry associations and holds leadership roles in most.

Marjorie is active in many of the company’s specialties such as developing feasibility studies, constructability analyses, offsite cost estimates; and negotiating construction reimbursement agreements for public improvements performed through private development. Marjorie personally performs the associated work and leads the development project team providing pro forma development and costing, whether the developer is buying, selling, borrowing, budgeting, working out, advising or building out the project.

Education:

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• University of California, Irvine: Light Construction Development Management, 1990 • American Association of Cost Engineering, 1994

Summary of Expertise:

1991 to Present THE MOOTE GROUP President, CEO, Principal

1984 – 1991 PAUL A. MOOTE & ASSOCIATES, INC. Vice President, Operations

DUE DILIGENCE FEASIBILITY STUDIES – PRELIMINARY BUDGETING: Development of preliminary feasibility studies, budgeting for land development, cash flow analyses for project and construction budgets and development of proprietary spreadsheets.

February 2010 – Preparation of engineering feasibility study and cash flow analysis for Rosedale Master Planned Community, Azusa, California. Based on conceptual plan for commercial center, conceptual plan for high density residential, tentative tract maps for partially constructed single family residential lots, 71,000 SF K-8 school and a partially completed recreation center.

February 2009 – Preparation of engineering feasibility study for Pacific Terra Holdings, LLC. Based on a conceptual land plan for the balance of Newhall Ranch, a hillside master planned community which including 14,000 residential units, a commerce center, school site and 80 acres of regional and community parks and recreation sites. Site specifics include 83,000,000 cubic yards of grading, 925,000 cubic yards of rock excavation.

ESTIMATING: Master Planned Communities, Public Facilities Districts, Special Assessment Districts, Major Public Works Construction Projects, Mello-Roos Financed Projects, Residential, Commercial & Industrial. Quantity Takeoffs & Preparation of Preliminary Offsite Costs Estimates for Offsite Construction Work.

March 2009 – Preparation of preliminary offsite cost estimate for Parkview Promenade, City of Upland, California. Site specifics include a 10 acre commercial site, two 15 acre residential sites, City park, neighborhood park.

January 2009 – Preparation of preliminary offsite cost estimate for Summerly, City of Lake Elsinore, California – a planned residential golf community. Site specifics include a resident recreation center with clubhouse, a community park with ball fields and restroom buildings and a neighborhood park with parking lot.

2002 – The Bungalows at Treaure Island, City of Laguna Beach, California. Parking Structure and Park Improvements. Budget verification for the City of Laguna Beach, including a public parking structure, public park and indirect costs.

1999 – 2006 – Preparation of Preliminary Offsite Cost Estimates for Ladera Ranch, County of Ornage, California. An eight (8) village master planned community. Scope of work includes a 24 acre sports park, the finished lot costs for all residential neighborhoods, the environmental corridor, all master drainage facilities, amenities, paseos and all public financed infrastructure , This work was on going over a seven (7) year period of time.

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Page 268 2005 - Sycamore Creek, CFD No. 2, County of Riverside, California. Budget preparation for all public financed infrastructure, preparation of finance agreement exhibits, pubic bidding procedure negotiations with the district agencies, public bidding and contracting and reimbursement submittals. Infrastructure budget: $12,500,000.

2003 - Antonio Parkway Widening, Ladera Ranch, County of Orange. Preparation of engineers estimate.

BID/CONTRACT ADMINISTRATION: Public and Private Bid Administration, Preparation of Specifications, Special Provisions and Contract Documents, Competitive Bid Solicitation, Advertising, Tabulations, Analysis, Contract Negotiations, Contract Administration, Change Order Negotiations, Change Orders and Contract Accounting and Tracking: Public Contracts construction costs over $325,,000, Private Contracts construction costs over $190,000,000.

Village of Heritage: Bid/Contract Administration for 151 contracts.

Antonio Parkway Widening, Ladera Ranch, County of Orange. Public bid and contract administration; reimbursement submittal.

CONSTRUCTION MANAGEMENT: Project Management for all public work, public and private facilities for Golden Triangle Skilled Medical Center, Murrieta, California.

Construction Manager: Owner's representative to schedule, coordinate and expedite the work of all trades and utility companies; monitor the work of project consultants. Construction Cost of $1,100,000.

Professional Memberships/Registrations:

• American Association of Cost Engineering - Member, Certified • California Receivers Forum – Member • National Association of Bankruptcy Trustees - Member • Home Builders Council of the Building Industry Association – Past President • Building Industry Association - Member • American Business Women's Association - President, Woman of the Year • Environmental Management Association - License, Member • Association of Construction Inspectors - License, Member • Instructor: Construction Management, Cost Estimating & Bid Administration - • Orange Coast College, University of California Irvine

Steven M. Murow Sr. Project Manager and Grading Expert

Education: California State University, Long Beach – Civil Engineering (9/78 – 5/80) (no degree) University of Illinois – Systems Engineering (9/75 – 5/77)

Summary of Experience: October 2000 – present The Moote Group, Santa Ana, CA

Mr. Murow is a Principal and vice-president of The Moote Group, a full service land management firm that assists developers, builders, lenders and portfolio managers in all

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Page 269 aspects of land development management and infrastructure programs from entitlement through finished lots. He joined The Moote Group to enhance its abilities in cost estimating and budgeting of mass grading and infrastructure projects; project/construction management; developing grading logistics, phasing analysis and sequencing; claims avoidance and analysis; litigation support and expert witness services; and project development and coordination. He has expertise in public and private engineering and building contracting, creating land development pro formas, claims mitigation, scheduling and cost estimating. Mr. Murow has been the Principal in charge of several development projects, such as:

• Playa Capital Company, LLC, Playa Vista, Los Angeles: Serve as the Senior Project Coordinator interfacing with engineering, design and construction in order to pre-plan, schedule, budget and prepare bid documents for CFD reimbursed public works projects totaling in access of $40,000,000. The project included development of 1,097acres including several parks, sports facilities and major infrastructure development. Once awarded, acted as Senior Project Manager through project completion including negotiating extra work and change orders, verifying completion percentages, coordinating with City, Soils Engineer, Civil Engineer and other Governmental Agencies. Manage and supervise construction team throughout all phases of construction. Initiate and avoid claims through documentation and document control.

• Starfield Investors, LLC, Sycamore Creek, Riverside: Serve as Project Manager for Bid Administration, Contract Administration and Technical Support services to Owner on a new 1,300-lot residential development in Riverside County. Prepared initial cost estimates and budgets, bid documents and specifications for CFD reimbursement program, moderated the bid process, administered contracts, provided construction management services in support of the field operations and negotiated contract change orders and extra work. Developed project documentation processes and techniques. Project included a swim club facility.

• Boeing Realty Corporation, Pacific Gateway, Seal Beach: Serve as the Senior Project Manager for initial budgeting and costing purposes for the commercial site development working with the design team, engineers and landscape architects. Developed bid packages, provided contract administration and maintained construction schedules and budgets while managing the various multi-prime contracts throughout the project and close-out procedure.

May, 1987 – June, 2000 Clayton Engineering, Inc., Newport Beach, CA Executive Vice President

Mr. Murow joined Greg Clayton as a principal and formed Clayton Engineering, Inc. to offer general engineering contracting services. In 1999, the company amassed sales of $46 million, had 160 employees, over 30 pieces of heavy equipment and was a major force in public contracting in Southern California. Mr. Murow held the position of Executive Vice President; performed the sales and marketing for the company; estimated and/or supervised the estimating of over 2,000 bids and personally managed and/or was responsible for the project management of over 300 projects in excess of $125,000,000.00 including heavy engineering and building construction; developed computer spreadsheets and formats for job costing, estimating and scheduling; oversaw the financial/accounting/bonding requirements of the company; and performed numerous consulting projects and constructability analysis.

January, 1980 – April, 1987 Gillespie Construction, Inc./CME Corporation, Costa Mesa, CA Vice President

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Page 270 Gillespie Construction, diversified general engineering contracting firm and CME Corporation, a construction management firm, were formed by former employees of Sukut Construction, Inc. As a principal in both companies, Mr. Murow was responsible for estimating and bidding of public works projects, project management and dispatching of field personnel and equipment. He consulted several landowners and developers on mass grading projects and infrastructure development.

Professional Memberships/Registrations:

Mr. Murow is an active member in the local Orange County Forensic Expert Witness Association (FEWA), an active member of the Construction Management Association of America (CMAA) and the Building Industry Association (BIA). He is also a member of the Construction Specification Institute (CSI), the Engineering Contractors Association (ECA), the Southern California Contractors Association (SCCA) and the Association for Advancement of Cost Engineers (AACE). Murow is also an Advisory Council Member for the Certificate in Expert Witness at California State University – Fullerton and for the Construction and Technology Department at Orange Coast College in Costa Mesa. Mr. Murow holds a General Engineering Contractors License (A-659969).

John V. Markel Sr. Project Manager and Land Development Expert

Education: California State University, Long Beach (BA degree in 1967) Orange Coast College, Costa Mesa (AA degree in 1964)

Summary of Experience: January 2009 – present The Moote Group, Santa Ana, CA

Mr. Markel is presently serving in a consulting position with The Moote Group. He joined the Moote Group to complement its expert witness and litigation support team. He offers a developer’s viewpoint into land acquisition agreements, developer agreements with various agencies, procedural activities involving all entitlement issues and negotiations with various municipalities and State agencies. He has provided Moote with valuable input into scheduling, costing, agreements, master planning and negotiating with public agencies.

January 1998 – Dec. 2008 RMV Realty, Inc., San Juan Capistrano, CA

Mr. Markel joined Rancho Mission Viejo, which formed a second tier company called RMV Realty, Inc. to run its construction and development operations within the Ranch. He served as Vice President in charge of all construction which took place within the community, as well as projects necessary to support the growth of the community such as, the Water Quality Basin and Wetlands, the Sienna Botanica Riverine System, Cox Sports Park, Arroyo Trabuco Golf Course, the construction of Crown Valley and Antonio Parkways, Ortega Highway widening and all other community support projects. His responsibilities included managing a staff of five individuals, coordinating all the engineering consultants, sequencing and determining a course of action and bidding and awarding over $800,000,000 in contracts. In this capacity, he reported directly to the President, Tony Moiso. Mr. Markel retired from RMV Realty, Inc. in December, 2008.

May 1994 – Dec. 1997 RSM Management, San Juan Capistrano, CA

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Mr. Markel joined SJG Construction, Inc./RSM Management in 1994. SJG was formed to provide construction support for various multi-family developments for The Santa Margarita Company within the City of Rancho Santa Margarita. The company eventually took over the responsibilities of overseeing all construction within the communities of Santa Margarita and Las Flores. He served as Vice President in charge of all offsite construction for all projects within the two communities and was responsible for the ultimate build-out of the community for RSM Management. His duties included pro forma development, budgeting and cash flow analysis, bidding of projects, contract administration and complete control of the day-to-day operations.

1971 – 1994

Mr. Markel worked at several general engineering contracting companies over twenty three years providing project and construction management responsibilities including bidding and estimating, managing the field operations, providing budget and schedule updates; and, negotiating with owners and agency representatives on various projects such as Irvine Regional Park, Taquitz Channel renovation in the City of Palm Springs, rehabilitation, Aliso Creek and San Juan Creek projects, construction in the community of Coto de Caza, the construction of the North Coto de Caza golf course and the management of the construction of the community of Rancho Santa Margarita.

Professional Memberships/Registrations:

Mr. Markel has been very active in various community and professional endeavors and has received the following awards:

• The BIA of Southern California Individual Achievement Award (2008) • The President’s Volunteer Service Award (2008) • The Bank of America Community Service Award (2008) • The Homeaid Orange County Rainbow of Hope Award (2008)

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RESUMES

MICHAEL J. MILLER, CE, GE President [email protected]

EDUCATION B.S. Civil Engineering, University of Washington – 1972 Boeing Scholarship Award Winner Air Force ROTC, Commander Graduate Studies, Civil Engineering; California State University – Long Beach

EXPERIENCE Mr. Miller has over 30 years of civil engineering experience, providing clients with civil engineering and management services throughout the western United States and Canada. Projects have included detailed engineering studies of Ports and harbors, airfields, land development, commercial and residential development. He has provided review and design services for local agencies, such as the County of Orange and the City of San Juan Capistrano. 2008-Present, Black Pine Way repairs, City of Calabasas; Slope evaluation and repair of steep natural slopes above 250 homes in the City of Calabasas. Services included evaluation of previous geotechnical reports and analysis, review and evaluation of damage, work with the project civil engineer to design responsible and environmentally sensitive mitigation measures for the natural slopes. Subsequent repair designs consisted of containment areas for the toe of slopes, management of surface drainage and management of loose surficial materials on the slopes. 2007 Santa Fe Sonata Slope Repair, Analysis of the Santa Fe Sonata Slope landslide for the Home Owners Association. Review and slope stability analysis of deep seated and surficial earth movement. Field investigation including deep borings and test pits, laboratory analysis and slope stability analysis. Design of repairs and improvements to the slope and the adjacent drainage. Co-ordinate proposed repairs with the adjacent elementary school to minimize impacts and decrease project schedule. 1999-2004 Laro Drive Landslide; Evaluation and repair of numerous landslides, surficial and deep seated for the Calabasas Homeowners Association and City of Calabasas. Work included field evaluation and mapping, slope stability analysis, laboratory testing and preparation of repair plans and reports. Services also included providing observation and testing services for remedial grading. We also provided geologic and engineering management services for the City during the repairs to the project slopes. Repairs included regarding of landslide areas, slope stabilization and shoring to protect adjacent residences and slope stabilization by means of altering current line and grade.

PROFESSIONAL DATA LICENSES: Registered Civil Engineer, California 28110, Registered Geotechnical Engineer, California 597, Registered Civil Engineer, Nevada 019673 MEMBERSHIPS: American Society of Civil Engineers, American Society of Military Engineers, Professional Engineers in Private Practice. Past President, California Geotechnical Engineers Association, American Council of Engineering Companies.

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KEVIN A. TRIGG Chief Engineering Geologist [email protected]

EDUCATION B.Sc. Geology, University of Southern California – 1983 Headley Foundation Award Recipient Scholarship Awards Recipient – Geological Sciences Graduate Studies in Management, California State University, Fullerton – 1986

EXPERIENCE Mr. Trigg has over twenty five years of experience in the Geotechnical industry, providing clients with geologic and project expertise throughout the southern California area. His investigative efforts have involved detailed geologic studies of landslide assessment and failure analysis, fault activity, seismicity, liquefaction potential, and materials source and quantity evaluation. 2007-Present, Laguna Summit Apartments, City of Laguna Niguel: A 12-Building, 176-unit apartment complex on a 13-acre site is being impacted by incipient landsliding. Services involved the systematic evacuation of the property in coordination with the City of Laguna Niguel. As the lead geologist and principal investigator, he provided technical liaison and review with tiered insurance carriers and lending consultants. Investigation included extensive subsurface exploration with detailed multi-level geophysical and inclinometer monitoring, Subsequent repair design involves a partial remedial grading repair with caisson and tieback system combined with drainage improvements solution, which avoided the demolition of buildings and other significant assets on the site. Total repair cost $45M (est.). Total fees 1.6M+. 2005-2007, Bluebird Canyon Landslide Repair, City of Laguna Beach: A major, deep- seated landslide in 7-acres of hillside terrain involving 550K cubic yards of rock which damaged or destroyed 19 homes. Services involved technical support for the City of Laguna Beach: Participated in hazard recon with Fire and Emergency Services. Lead geologist for the investigation and interpretation of the failures mechanism and structure, evaluation of causation, repair design and observation of remedial construction. Aided in liaison with FEMA, USGS, CGS, OES, OIG, CCC, etc. Total cost of repair $33M, Total fees +$1.5M. 2003-Present: Heisler Park Restoration, City of Laguna Beach: Since the mid-1980’s, Geofirm has been involved in the geotechnical aspects of the maintenance and improvement of the park for the City of Laguna Beach. From foundation design and construction services to bluff and shoreline retreat, and mass wasting evaluations our office has promoted a cooperative and productive relationship with the City that is continuing today. Heisler Park is a southern California landmark that is designed and maintained to last for generations to come. Total Renovation Costs, $8M (est.), Estimated Fees, $150k+

PROFESSIONAL DATA LICENSES: Professional Geologist No. 5156, Certified Engineering Geologist No. 1619, California MEMBERSHIPS: Association of Engineering Geologists, South Coast Geologic Society, Earthquake Engineering Research Institute, Seismological Society of America, California Geotechnical Engineering Association, American Council of Engineering Companies. PUBLICATIONS: Richter, Hannes H. and Trigg, Kevin A., GeoCongress 2008, “Case History of the June 1, 2005, Bluebird Canyon Landslide in Laguna Beach, California,” Geotechnical Special Publication No. 178, American Society of Civil Engineers.

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Page 274 AWARDS: 2007 Outstanding Project of the Year, California Geotechnical Engineers Association, Bluebird Canyon Landslide, Laguna Beach, California. 2008 Large Project of the Year Award, Orange County Branch, and 2009 Large Project of the Year Award, Los Angeles Section, American Society of Civil Engineers, Bluebird Canyon Landslide Remediation, Laguna Beach, California.

JOHN P. HUNT Associate Engineering Geologist [email protected]

EDUCATION B.A. Geology, Humboldt State University- 1985 Scholarship Awards Recipient - Geological Sciences

EXPERIENCE Mr. Hunt has over twenty-five years of experience in the Geotechnical industry, providing clients with geologic and project expertise, and project management for a wide range of commercial, industrial and residential projects throughout the southern California area. Mr. Hunt has supervised several mass grading operations for large residential, commercial and industrial facilities. Directed numerous studies and investigations involving detailed studies of fault activity, landslide assessment and mitigation, liquefaction potential, and materials source and quantity evaluation. 2000-2008, Portola Hills II HOA ‘Area A Study Zone’ Landside Repair, City of Lake Forest: Two major, deep-seated landslides in 15 acres of hillside terrain, situated between 9 hilltop residences and Whiting Ranch Wilderness Park. As the lead geologist and principal investigator, he provided geologic assessment of the subsurface conditions and interpretation of the failure mechanism and structure, evaluation of causation, repair design and observation of remedial repair. Aided in liaison with City, structural engineer, civil engineer, HOA BOD, repair contractor, etc. Total cost of repair $2.8M, Total fees ±340k. 2000-2007, Blue Horizon Slope Deformation, San Marin Development, City of Laguna Niguel: 20 single-family residential lots within an upscale master planned community being impacted by slope deformation resulting from expansive soils and lateral fill extension. As the lead geologist and principal investigator, he provided technical liaison and review with attorney’s, consultants, homeowners, and contractors. Investigation included extensive subsurface exploration with detailed long term manometer, optical survey, and inclinometer monitoring. Subsequent repair design involves the complete removal and replacement of site walls, concrete hardscape and other improvements, including, but not limited to, all driveways, walkways, patio decks, pools and patio covers. Alternative repair options were considered, such as caisson and tieback systems, but were not implemented. Total cost of repair $4.2M (est.), Estimated Fees, $540k. 1987-1991, Tuscany Hills Residential Community, City of Lake Elsinore: A ±1,500-acre residential development consisting of hundreds of tract and semi-custom single-family residences, recreation facilities and parks. Services involved complete geotechnical support to the land developer and his consultants. As the lead geologist and principal investigator, he provided technical liaison and review with the City, developers, BLM, consultants, and contractors. Investigation included extensive geologic mapping and subsurface exploration with detailed multi-level geophysical testing to determine rock hardness and rippability, suitability for construction of permanent and temporary water storage tanks and reservoirs, construction of a fire station, utility infrastructure, and roadways. Total cost of construction ±50M, Total fees ±1.6M.

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Page 275 PROFESSIONAL DATA LICENSES: Registered Geologist No. 6136, Certified Engineering Geologist No. 1964, California, MEMBERSHIPS: California Geotechnical Engineering Association, American Council of Engineering Companies. AWARDS: 2009 Outstanding Project Award Honorable Mention, CalGeo, Portola Hills II, Area A Landslide Remediation, Lake Forest, California. 2010 Engineering Excellence Small Firm Merit Award, American Council of Engineering Companies, Portola Hills II HOA ‘Area A Study Zone’ Landslide Repair, City of Lake Forest, California.

ROBERT J. MCCARTHY Associate Engineer [email protected]

EDUCATION B.Sc. Engineering (Civil), University of California. Irvine – 1981 Graduate Studies in Geotechnical Engineering, California State University, Long Beach – 1987 Graduate Studies in Structural Engineering, California State University, Fullerton – 1988 Graduate Studies/Certificate Program in Real Estate Development, University of California. Irvine – 1990 Graduate Studies/Certificate Program in Environmental Engineering, University of California. Irvine – 1992

EXPERIENCE Mr. McCarthy has practiced in the field of geotechnical engineering since 1981. With over 28 years of experience he is highly qualified in the engineering design and development of all types of construction including commercial, industrial, residential, public works and infrastructure projects. His experience includes coordination and communication with most cities and counties in southern California. He has also worked with numerous homeowner associations. Mr. McCarthy has also served as lead engineer for projects with the U.S. Forest Service, the Department of the Navy, various water districts and HUD. 1996-Present: Morrison Ranch Estates Homeowners Association, City of Agoura Hills: Stoney-Miller Consultants has provided geotechnical services to this hillside community association, which is home to well-known celebrities and athletes, since the mid-1990’s. SMC performed detailed investigation and performed services through the repair stage on several large, ancient landslides that impacted homes within the development. There have also been a number of surficial slope problems for which SMC serves as the geotechnical consultant. Mr. McCarthy is the lead engineer responsible for interaction with the association and direction of the engineering team. Total repair cost $14M (est.). Total fees 2M+. 1999-Present: Portola Hills II Estates Homeowners Association, City of Lake Forest: Stoney- Miller Consultants has provided geotechnical services to this hillside community association for over 10 years. SMC performed detailed investigation and performed services through the repair stage on two ancient landslides that impacted homes within the development. There have also been a number of surficial slope and hillside structure problems for which SMC serves as the geotechnical consultant. Mr. McCarthy is the lead engineer responsible for interaction with the association and direction of the engineering team. Total repair cost $12M (est.). Total fees 1M+. 1985-Present: San Diego Creek, , El Modena Channel, , County of Orange: Directed numerous geotechnical studies during design, construction and post-construction performance phases for channel improvements in Orange County for clients including City of Irvine, Stantec, Irvine Community Development and various contractors. Total Cost of Improvements: $35M+, Total fees +$1M.

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Page 276 1986-1988: Chiquita Canyon Water Treatment Facility, Orange County, CA: Lead engineer for Santa Margarita Water District during siting, investigation and construction of this 35mgd facility behind Coto de Caza and serving Rancho Santa Margarita. Cost of Improvements: $25M+, Total fees +$1M.

PROFESSIONAL DATA LICENCES: CIVIL ENGINEER NO. 42552, AND GEOTECHNICAL ENGINEER NO. 2490, CALIFORNIA MEMBERSHIPS: MEMBER AMERICAN SOCIETY OF CIVIL ENGINEERS, MEMBER STRUCTURAL ENGINEERS ASSOCIATION OF CALIFORNIA, CALIFORNIA GEOPROFESSIONALS ASSOCIATION, AMERICAN CONCRETE INSTITUTE, AMERICAN COUNCIL OF ENGINEERING COMPANIES. AWARDS: 2009 Outstanding Project Award Honorable Mention, CalGeo, Portola Hills II, Area A Landslide Remediation, Lake Forest, California. 2010 Engineering Excellence Small Firm Merit Award, American Council of Engineering Companies, Portola Hills II HOA ‘Area A Study Zone’ Landslide Repair, City of Lake Forest, California.

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RESUMES

Name: Steve Nelson Position: Senior Vice President/Director of Biological Services Education: M.B.A., California State Polytechnic University, Pomona, California, 1993 M.A., Biology, University of California, Riverside, California, 1975 B.S., Biology, University of California, Riverside, California, 1973 Summary of Experience: • Project Director for the 3,300-acre Lytle Creek Ranch North Planned Development & Specific Plan in southwestern San Bernardino County since 1993. • Prepared the La Verne Wilderness Area Management Plan including considerations for wildlife habitat management, public access, and flood control with public involvement. • Project Director for the 2000 SEA Update which included data synthesis, public outreach program, and 21 public workshops. • Senior Biological Manager for technical studies within the 11,000-acre study area for the Foothill Transportation Corridor-South Natural Environment Study in southern Orange County NCCP area, which included the oversight of 29 biologists investigating 84 sensitive species and jurisdictional wetlands. • Co-authored the 1976 Los Angeles County Significant Ecological Area (SEA) Study. Professional Memberships/Registrations: Board of Directors for the Oak Springs Ranch Conservancy

Name: Stephanie Gasca Position: Senior Regulatory Specialist II Education: M.A. Environmental Science (emphasis in environmental law and policy), University of Southern California, 2004 B.A., Biological Sciences, University of Southern California, 1998 Sustainability Leadership: Implementing a Strategic Vision, University of California at Irvine Extension, March 2009 –June 2009 Using Green Infrastructure to Address Hydromodification Issues Within the Arid West, SWRCB Training Academy, March 2009 California Wetlands Conference, Sponsored by CLE International, 2009, 2007, 2006

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Page 278 Endangered Species Permitting: Strategies and Successful Negotiations, The Wildlife Society, Western Section; April 11-12, 2006 Wetland Delineation Training, Wetland training Institute, April 11-15, 2005 Mitigating Environmental Impacts: Law, Policy and Practice, UCLA Extension, March 4, 2005 Regulating Activities Effecting Wetlands, Streams & Other Waters, UCLA Extension, November 5, 2004 Endangered Species Regulation and Protection, UCLA Extension, March 25, 2004 Summary of Experience: • Assisting the City of Lake Forest with Regulatory Permitting associated with the proposed sports park. • Project Manager for the Audie Murphy Ranch project where she prepared a Water Quality Management Plan, Habitat Mitigation Monitoring Plan, regulatory permitting, and on-going biological support services for the 1,100-acre project in Western Riverside County. • Performed Jurisdictional Delineation peer review and prepared the regulatory permitting process for the Lucia Kust Project in Yorba Linda. • Prepared Regulatory Permitting Packages for the William R. Mason Regional Park PW # 2921, William R. Mason Regional Park PW # 2928, and Santiago Oaks Regional Park projects for OC Public Works. Professional Memberships/Registrations: n/a

Name: Crysta Dickson Position: Senior Vice President Education: B.S., Biological Sciences, California State University, Fullerton, 2003 Southern California Native Plant Identification, Santa Ana College, 2007 Sparrow Identification, Sea and Sage Audubon Society, 2007 Raptor Identification, The Wildlife Institute, 2007 California Environmental Quality Act (CEQA) Advanced Workshop Series, 2007 Plant Identification, Rancho Santa Ana Botanical Gardens, 2005 Vegetation Community Classification, California Native Plant Society, 2004 Fairy Shrimp Identification, Mary Schug Belk, MS, 2004 & 2005 Executing, and Reporting for Botanical Surveys, Rancho Santa Ana Botanical Garden Rare Plants and Communities Planning, 2004 California Burrowing Owl Symposium, 2003 Sea and Sage Audubon Society, Bird Identification, 2003 Summary of Experience:

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Page 279 • Currently performing riparian construction monitoring, nesting bird surveys pursuant to Migratory Bird Treaty Act, and contractor training for Peck Park in the San Pedro community as a part of an on-call contract to the City of Los Angeles Department of Public Works. • Lead Biologist for the preparing the Biological Assessment and EIR section for the Lytle Creek Specific Plan project in San Bernardino. • Project manager for the Cielo Vista project in Yorba Linda, addressing LBV, SWWF, CAGN. • Performed the biological analysis for the Hesperia Specific Plan encompassing a 10,636-acre Specific Plan study area. Professional Memberships/Registrations: U.S. Fish and Wildlife Service (USFWS) Quino Checkerspot Butterfly, Coastal California Gnatcatcher, and Vernal Pool Brachiopods 10 (A)(1)(a) Permit #TE 067347-3; CDFG Scientific Collectors Permit #SC-008085; CDFG Rare, Threatened, and Endangered Plant Voucher Collecting Permit #07014;

Name: Maile Tanaka Position: Biologist Education: Master of Environmental Science and Management (MESM), University of California, Santa Barbara, 2005 B.S., Organismic Biology, Ecology and Evolution, University of California, Los Angeles, California, 2002 Tracker/Naturalist Training Program, Anza-Borrego Foundation and Institute, 2008 Plants of Orange County, Santa Ana College, 2007 Basic Wetland Delineation Workshop, Wetland Training Institute, 2006 Learning California Bird Sounds, Sea & Sage Audubon Society, 2006 Introductory Birding Skills, Sea & Sage Audubon Society, 2005 Summary of Experience: • Project manager for the 650-acre Saddle Creek/Saddle Crest Biological Assessment in Orange County. • Prepared jurisdictional delineations, regulatory permitting packages and agency coordination, CEQA compliance, and sensitive species surveys for three separate park projects: William R. Mason Regional Park PW # 2921, William R. Mason Regional Park PW # 2928, and Santiago Oaks Regional Park. • Jurisdictional Delineation and sensitive species surveys for the La Osa Ranch Planned Development in Pinal County, California Professional Memberships/Registrations: n/a

Name: Ezekiel Cooley Position: Biologist

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Page 280 Education: B.S., Natural Resources, (Emphasis: Wildlife), Central Michigan University, Mt. Pleasant, Michigan, 2004 Completed Section 404 and State Permits: Regulating Activities Affecting Wetlands, Streams, and Other Waters, UCLA Extension, 2008 Summary of Experience: • Performing construction monitoring for the Peck Park Project in the San Pedro community as a part of an on-call contract to the City of Los Angeles Department of Public Works. • Assisted with jurisdictional delineations in Santa Clarita, William H. Mason Park, Santiago Oaks Regional Park, as well as Saddle Creek and Saddle Crest. He has completed the Significant Nexus/ Jurisdictional determination section of Jurisdictional Delineations, including digitizing drainage areas, watersheds, and a significant nexus for the drainage. Professional Memberships/Registrations: n/a

Name: Shawn Gatchel-Evans Position: Consulting Biologist Education: B.A., English, University of California, Riverside, 2002 Land Use and Environmental Planning: CEQA, the Subdivision Map Act, and Local Zoning Laws, U.C. Riverside Extension, 2003 CEQA Workshop, Association of Environmental Planners, 2003 Wetland Delineation Training, Wetland Training Institute, 2003 1600 Permitting as it relates to CEQA, California Department of Fish and Game, 2002 Summary of Experience: • Coordinated in the preparation of CEQA compliance documentation for a variety of development projects, including a park and ride facility, and educational facility, and commercial developments for the City of Murrieta. • Coordinated in the preparation of CEQA compliance documentation for several water production wells and pipeline projects for the Big Bear Department of Water and Power. • Prepared the regulatory permit applications for the Eastern Municipal Water District pipeline replacement project located within the City of Murrieta. • As an employee of the CDFG she assisted in the administration and implementation of the Streambed Alteration Agreement (SAA) Program for western San Bernardino and Riverside counties. She was in charge of generating reports and maintaining the tracking database for SAAs, ensuring CEQA compliance, facilitating communications between DFG and applicants, and assisting the biologist in field studies and data collection. Professional Memberships/Registrations: n/a

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Page 281 Name: Stephan Geissler Position: Senior GIS Specialist Education: B.A., (Summa Cum Laude), Geography (emphases: Geographic Information Systems, Cartography), Clark University, Worcester, Massachusetts, 2001 Post-baccalaureate Certificate: Geographic Information Systems (GIS) Project Management & Application Development - Pennsylvania State University, State College, Pennsylvania, 2007 Summary of Experience: • Trained in ESRI ArcGIS suite, (including extensions: Spatial and 3D Analyst), ArcView, ArcInfo, ArcIMS, Intergraph MGE/Microstation, AutoCAD, and Raster-based Idrisi 32. His project responsibilities include input, manipulation, analysis, and map production for project-related sensitive plants and animals, vegetation communities, GPS tree surveys, wildlife movement corridors, wetland delineations, and socioeconomic issues. • Computer Skills: Mr. Geissler is trained in ESRI ArcGIS Suite 9.2(including extensions: Spatial and 3D Analyst), ArcView, ArcInfo, ArcIMS, Intergraph MGE/Microstation, AutoCAD, Raster-based Idrisi 32, and the mobile GIS software ArcPad. He is also proficient in the application and customization of Google Earth and SketchUp. • Has been responsible for data compilation for all PCR biological studies over the past five years, including large study areas in the California and Arizona desert regions. Professional Memberships/Registrations: n/a

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RESUMES

TERENCE W. AUSTIN, Principal

EDUCATION B.E. in Civil Engineering, UC New Zealand, 1961 B.S. in Mathematics, UC New Zealand, 1962 M.S. in Transportation, UNSW, Australia, 1963 M.B.A. in Business Administration, UC Irvine, 1980

REGISTRATION Traffic Engineer: CA #TR1123

SUMMARY: Mr. Austin is co-founder of Austin-Foust Associates. Over the past thirty- five years, he has been involved in all aspects of transportation planning, directing projects that have ranged from small-scale circulation analyses to comprehensive multi-modal transportation studies.

Mr. Austin is particularly skilled and experienced in the area of City and County infrastructure planning. He has directed many General Plan and Specific Plan traffic studies, and been responsible for preparing circulation plans for numerous jurisdictions in Southern California. He is a frequent speaker at conferences and seminars, and a regular guest lecturer on transportation at the University of California, Irvine, extension classes.

EXPERIENCE: An overview of Mr. Austin's technical and project management background can be seen from the following list of representative projects.

Comprehensive Transportation Planning

City of Aliso Viejo General Plan Circulation City of San Clemente General Plan Circulation City of San Juan Capistrano General Plan Circulation City of Temecula General Plan Circulation Santa Clarita Valley Long-Range Circulation Analysis City of Irvine General Plan Circulation Analysis Anaheim Circulation and Transportation Management Study City of Tustin General Plan Circulation City of Newport Beach General Plan Circulation City of Orange General Plan Circulation City of Encinitas General Plan Circulation City of Ventura General Plan Circulation Valencia Area Traffic Analysis Copenhagen Regional Transportation Study London Transportation Study

Transportation Analyses/Special Studies I-5/I-405/Bake Parkway Traffic Study Orange County Transportation Corridor Analyses (various studies) Orange County Master Plan of Arterial Highways (various studies for specific applications)

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Page 283 Tustin MCAS Reuse Planning Study El Toro MCAS Reuse Planning Study Irvine Spectrum Traffic Analysis Irvine Business Complex Traffic Analysis West Orange Circulation Study Freeway Interchange Studies (various locations) Santa Ana Arena Foothill Circulation and Phasing Study Newport Center Transit Center Facility Programming Orange County Transportation System Management Eastern Transportation Corridor Transition Study San Joaquin Hills Transportation Corridor South End Analysis

MAJOR DEVELOPMENT PROJECTS

Newhall Ranch (2,000 Units) Centennial (24,000 Units) Waterman Junction (24,000 Units) The Ranch Plan (14,000 Units) Majestic Hills (5,400 Units) Tejon Mountain Village (3,400 Units)

AFFILIATIONS Member, Institute of Transportation Engineers Member, American Planning Association Registered, Traffic Engineer, State of California

CASSANDRA CARLIN, Transportation Planner

EDUCATION B.A. in Social Ecology, emphasis in Environmental Planning, UC Irvine 1991

EXPERIENCE Cassandra Carlin is a Transportation Planner involved in many aspects of the profession, including: circulation planning, intersection capacity analysis, traffic forecasting, traffic impact studies, traffic model development, GIS applications, and land use/circulation impact analysis. She has 18 years of experience in this field.

Ms. Carlin has been responsible for a variety of projects primarily in Orange County and other parts of southern California. Transportation projects completed range from focused site- specific traffic studies to citywide/regional circulation studies. She has participated in many traffic studies within south Orange County cities and unincorporated areas, Riverside and San Diego Counties. She has managed and performed the technical efforts for general plan circulation elements, specific plans and environmental impact reports for various clients. Examples of specific project experience are as follows:

Tri-City Traffic Model (Brea, Placentia, Yorba Linda) • Orange County Gateway Traffic Forecasting and Analysis • Placentia Traffic Model Update • Brea General Plan Update • Brea/Elm Mixed Use Traffic Study

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Page 284 • Brea Sports Park Traffic Study • Brea Business Park Circulation Study • Brea Canyon Crest Traffic Analysis • Brea Industrial Specific Plan • Brea Nexus Program

South County Sub-Area Model (SCSAM) • The Ranch Plan EIR • The Ranch Plan MPAH Amendment Traffic Study • Aliso Viejo General Plan Update • City of Laguna Niguel – Gateway Specific Plan • San Juan Capistrano General Plan Traffic Analysis • San Juan Capistrano Fair Shares Analysis • Foothill Transportation Corridor South Traffic Study • Mission Viejo Circulation Element Update • La Pata Avenue Gap Traffic Study • Antonio Parkway Traffic Study

Encinitas Traffic Analysis Model (ETAM) • Encinitas General Plan Update • Encinitas Ranch Specific Plan • Coast Highway 101 Streetscape • Avenida La Costa Gate Removal Traffic Analysis • Encinitas R&D Traffic Analysis

Other Project Experience • Temecula General Plan and Circulation Element Update • Riverside – Orange County MIS Study: Land Use & Growth Analysis • Ladera Ranch: Antonio Parkway Signalization at Terrace Road & O’Neill Parkway • Crown Valley Parkway Bridge Capacity Evaluation • Ladera Ranch: Antonio Parkway Signalization • Ladera Ranch Village 5 Traffic Analysis • Ladera Ranch Planned Community Circulation Phasing Analysis • Ladera Planned Community: Traffic Signal & Stop Sign Requests • Huntington Beach Circulation Element Update • Beach Blvd/Edinger Ave Corridor Specific Plan Traffic Study in Huntington Beach

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CORE VENTURES Community Owned Real Estate

Chiquita Ridge Project Proposed Organizational Chart

City of Rancho Santa Margarita City Attorney City Manager Legal Counsel Staff Department Heads

Single point of responsibility

CORE VENTURES Program Manager

Roger Torriero, Principal Keena Thomas Brian Myers, Principal Communications Public Outreach

Physical Planners

Fuscoe KTGY Group RJM Design Group Site Master Plan Public Facilities Plan Engineering Civil Engineer

data collectors & Analysis

Stoney-Miller Austin-Foust PCR Consulting The Moote Group Biologist/Permit Consultants Cost Estimating Associates Processing Soils Engineer Traffic Engineer Page 286

CORE VENTURES Community Owned Real Estate

E. REFERENCES The following references are provided for CORE Ventures for the combination of Griffin Structures, Roger Torriero, Principal and Nuquest Ventures, Brian Myers Principal for work similar to that proposed for Chiquita Ridge. Each reference has worked with both entities and principals directly on the same project:

Contact Description of Work

CITY OF LAKE FOREST Lake Forest Opportunities Study Area 25550 Commercentre Drive Advisory Services for Negotiations, Suite 100 Entitlement, CEQA, Strategic Plan, Lake Forest, CA 92630 Permitting Services (949) 461-3400 Lake Forest Opportunities Study Area Public Mr. Robert Dunek, City Manager Facilities Needs Assessment, Programming (949) 461-3412 and Cost Estimating Services.

Mr. Scott Smith, City Attorney - BBK (949) 263-2609

Mr. David Belmer, Assistant City Manager (949) 461-3437

Mr. Gary Magill, Community Services Director (949) 461-3413

Mr. Robert Woodings, Public Works Director (949) 461-3481

Ms. Gayle Ackerman, Development Services (949) 461-3463

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Contact Description of Work

CITY OF SANTA ANA The Station District Master Plan Advisory 20 Civic Center Plaza Services for Strategic Plan and Santa Ana, CA 92707 Implementation

Mr. Dave Ream, City Manager Santa Ana City Hall Renovation/Ross (714) 647-5200 Annex

Ms. Cynthia Nelson, Deputy City Manager Delhi Community Center & Park (714) 647-5360 Santa Ana Children’s Zoo Mr. Manuel Gomez, P.E., Public Works Director Phillips Hutton Historic Building Renovation (949) 724-7365 Griffin Towers Development of 550,000gsf Mr. James Ross, P.E., Retired Public Works twin high rise office buildings Director (714) 742-1551

CITY OF IRVINE Orange County Great Park Advisory One Civic Plaza Services for Negotiations, Entitlement, Irvine, CA 92623 CEQA, Strategic Plan (949) 724-7554 Orange County Great Park, Sports Park Ms. Allison Hart, retired City Manager Needs Assessment (949) 701-1925 cell City of Irvine / OCTA Regional Mr. Daniel Jung, Assistant to City Manager Transportation Center Multi-Modal Parking (949) 724-6252 Structure

Mr. Joel Kuperberg, then City Attorney – City of Irvine Police Facilities Capital Rutan and Tucker Improvement Plan Analysis & Program (714) 662-4608 Validation

Mr. Wally Kreutzen, Assistant City Manager Civic Center Parking Structure Feasibility (949) 724-7412 Analysis

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Additional Private Sector References Contact Description of Work

The Irvine Company Advisory Services 550 Newport Center Drive Newport Beach, CA 92660

Daniel Young, ICDC President (949) 720-2526

Hanson Aggregates/Lehigh Hanson Advisory Services, Entitlement, Dispositions, PO Box 639069 JV Land Development Partner San Diego, CA 92163

Marvin Howell, Director of Land Use Planning and Permitting (858) 577-2770

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CORE VENTURES Community Owned Real Estate

F. OVERVIEW AND APPROACH The principals of CORE Ventures have collectively spent over 50 years managing, developing, and evaluating community owned real estate in the State of California. The proposed Project Team for the Chiquita Ridge project have all individually spent dozens of years evaluating public and private real estate in their fields of expertise. It could justifiably be stated that our Project Team and the principals of CORE Ventures have managed, evaluated, planned or have detailed working knowledge of every major public real estate project completed in Orange County over the past 20 years. With this type of experience, the understanding of the process and “road map” leading to a successful conclusion, the Chiquita Ridge project will have competent stewardship provided by our Project Team. As the name suggests, the acronym for Community Owned Real Estate is CORE and it is the term we apply to any form of publicly owned development project with the focus of creating substantial public benefit. Chiquita Ridge has the potential to specifically become such a project and thus, we refer to it as a CORE project. The following is a concise narrative of our understanding of the project and our summary approach to a successful delivery of public benefit as defined in the RFP for the Chiquita Ridge project:

I. Understanding of the Project The Property we will evaluate is 92 acres of vacant land, currently designated open space, with the potential of up to 55 acres of useable land with possible temporary encroachments on adjacent lands that would necessarily require habitat restoration. Per the terms of a settlement agreement with the County of Orange, if the Property is developed, a sports park with a minimum useable land area of 23-acres must be part of the final project. The Property will also require a minimum of 80 acres of off-site habitat restoration if the 55 acres of useable land is developed with the possibility of additional habitat restoration required with encroachment on adjacent open space for grading purposes. The Property is topographically challenged by steep terrain that will make the early soils and grading analysis critical to any future decisions.

The Property is located at the southern limits of the City of Rancho Santa Margarita, bounded by Antonio Parkway on the west and the Foothill Corridor (241) which is operated

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by the Transportation Corridor Agency (TCA) to the east. The slopes and setback owned by the TCA may provide some limited but strategic opportunities to create a more efficient site plan and grading plan for the Property.

Immediately adjacent to the Property to the north is the Canada Vista Park with two illuminated Little League baseball fields, a skate park, dog park and patron parking run by the master homeowner’s association funded non-profit, SAMLARC. The understanding of potential project interfaces with these adjacent existing recreation facilities will be an important issue to assess and to perhaps capitalize upon.

A tributary to Tijeras Creek runs along the northern boundary of Canada Vista Park and a Santa Margarita Water District (SMWD) sewage treatment facility is on the opposite side of the banks. The water quality issues and jurisdictional delineation will be important to ascertain early in the process because they could have a significant impact on the design of the project. SMWD also has a large water storage tank with an on-site service facility, underground water lines and road access bisecting the Property. Obviously, an early interface with SMWD regarding these facilities will be important.

The entire west frontage of the Property is bounded by Antonio Parkway, which will likely become the primary access into the site. Located further to the south is the unincorporated community of Las Flores and Las Flores Elementary/Middle School. To the west of the Property are Tijeras Creek and the Tijeras Creek Golf Club. To the north are the residential communities of Rancho Santa Margarita and the Serra Catholic Elementary School. These will all become important to understanding peak hour traffic flows along Antonio Parkway impacting potential land uses on the Property.

Clearly, a proposed project on the Property will require frequent communication and coordination with many constituent groups and public agencies, and an ability to provide input to the City’s plans for the Property, if any. The public agencies, non-profit groups and private operators that should be included in the coordination efforts are:

! County of Orange ! County Flood Control ! County Parks

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! Santa Margarita Water District ! Transportation Corridor Agency ! Orange County Transportation Authority ! Capistrano Unified School District ! Las Flores Elementary/Middle School ! Tijeras Creek Elementary School ! Serra Catholic School ! Tijeras Creek Golf Club ! Rancho Santa Margarita Little League ! American Youth Soccer Organization ! SAMLARC ! Youth Sports Council ! Other local sports organizations ! US Fish & Wildlife Service ! California Department of Fish and Game ! San Diego Regional Water Quality Control Board ! Army Corps Engineers (potentially)

Monitoring other local projects of interest will be an important source of data and coordination. As an example, the County of Orange will soon begin the design of the final build out of the major intersection at Antonio Parkway and Oso Parkway according to the Master Plan of Arterial Highways. Since Antonio/Oso will be the major intersection most likely impacted by any proposed development of the Property, it will be important for the City to immediately coordinate with the County to ensure the final design incorporates the ultimate impacts that may be generated from a proposed project.

As another example, along the Foothill Corridor (241) further to the south there is a major public project under construction by SMWD for the Upper Chiquita Reservoir that includes significant grading in soil materials similar to the Property and a cactus wren habitat restoration project that may be a useful case study in evaluating the Property.

Regarding the project management services described in the RFP, CORE Ventures believes it has a demonstrated and highly experienced ability in providing a fiduciary advisory service and program management role as a direct report to the City Manager and

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the assigned City staff department heads. This form of “single point of responsibility” management is something the members of CORE Ventures have performed for decades for public agencies. Simply, CORE Ventures views itself as a direct extension of city staff. Based on the desired management style of the City Manager and City Council, CORE will recommend a project team meeting structure and reporting mechanism to ensure that all of the members of the City staff, City Attorney’s office and departments are well informed and engaged in providing input to the process.

While the potential development of the Property has many challenges that must be identified and quantified, it also has many potential and tremendous opportunities. The primary purpose of a CORE project is to create sustainable public benefit. One form of benefit is direct and quantifiable financial and fiscal gain to the City’s General Fund revenues. Often, a CORE project is structured such that a tangible public benefit like the proposed 23-acre sports park is the net by-product of and supported by financial or fiscal gain from inclusive or adjacent private sector development opportunities. This represents, in our view, the optimal structure of the public/private partnership project. CORE will seek to evaluate all potential land uses and revenue generating private sector opportunities in a land plan and their ability to both fund the capital needs of the public facilities and the long- term sustainable revenues needed for operations and maintenance of the public facilities. This is the cornerstone of both the opportunities and constraints of the potential development of a CORE managed project.

II. Approach to the Project Our Philosophy Our approach to the Chiquita Ridge project is to follow the Tasks described in the Scope of Services in the RFP, as it is a path we’ve traversed many times on other quite similar CORE projects. Our philosophy is simple…we treat publicly owned property as if we were the investors as we have indeed been on many private sector projects. This fiduciary role and our mindset as a fiduciary is the foundation of our philosophy. We believe that the public sector should approach the concept of project feasibility not much differently than a private investor. As we would with any private investment, a thorough due diligence through an Opportunities and Constraints analysis followed by a Strategic Business Plan serves as THE foundation to all future decisions on the project. Beyond the initial decision by the City Council of whether to proceed with a project based on the results of the Strategic Business

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Plan, the document will be continually used as the “filter” for all future City Council and City staff decisions. Does each decision meet the community’s goals, objectives and financial performance requirements of the Strategic Business Plan, or not? That will be the litmus test performed on each and every step taken along the way of planning, entitlement, development, disposition and end-use. While a Strategic Business Plan must be flexible and be amended over time, the standards set by the plan become the “playbook” for project implementation. Just as important but distinctly different than a privately owned property, the community (represented by its elected officials) is the Property owner. Therefore, we stress engaging the public in an early and continuous outreach process of a CORE project thus providing for a transparent decision making process…a process we believe is critical to its long term success. This is our benchmark philosophy for all CORE projects. We are pleased to note that the RFP issued by the City mirrors our CORE philosophy that has been proven successful over the many years in multiple projects in diverse communities throughout the western states.

Specific Approach to Chiquita Ridge Specifically for the Chiquita Ridge project, we have organized our proposed approach to the workflow over a 24-month period to provide a layered strategy for public outreach, analysis of the Property, preparation of preliminary plans, study of the market, and generation of preliminary cost estimates. This effort will validate the Strategic Business Plan as identified in the RFP, then the completion of the successful entitlement of a Master Plan. The workflow is intended to sequentially match the tasks defined in the RFP as Tasks 1-4. The work flow chart is as follows:

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Public Outreach Overlay (Task 1) Task 1, as described in the RFP, is public outreach and is the only task described in the RFP that is not sequential but rather overlays the entire process, Tasks 2-4. Thus, as illustrated in the Work Flow Chart, public outreach is at the CORE of the workflow and integrated into every subsequent task defined in the RFP. As illustrated on the chart, we recommend that the Opportunities and Constraints analysis (Task 2) be divided into two distinct steps to allow for the integration of public input at the early stage of the project.

Step One (Task 2) – Data Collection, Needs Assessment, Public Outreach (3 mo.) The first 3-month phase of the Opportunities and Constraints analysis is proposed to be data collection. In this phase we strongly recommend that our Project Team conduct a Public Facilities Needs Assessment and Program primarily for the Sports Park. This type of study is conducted without significant site drawings or development concepts, but rather it allows for public input with a soft concept. Our public outreach consultant, Keena•Thomas Communications has provided a scope of work that will work in concert with the Needs Assessment to provide meaningful public outreach at an early stage of the project. While the Needs Assessment and Public Outreach efforts are being initiated, the remaining Project Team will be busy collecting the data and providing the technical analysis required for the physical planning analysis of the Property.

At the end of the first 3-month phase, City Council information sessions either through workshops or individual meetings will be used to brief the Council on the status of the project and the preliminary information gained through the Needs Assessment, Public Outreach and initial data collection for the Property.

Step Two (Task 2) – Physical Planning, Public Workshop for Public Facilities (3 mo) The second 3-month phase in the Opportunities and Constraints analysis is proposed to be physical planning led by the master planner (KTGY), the sports park planner (RJM), and civil engineer (Fuscoe) to produce alternative plans for the Property. The result will be a quantification of useable land area pads (development yields), grading quantities, and infrastructure conditions that will be the backbone needed to produce a preliminary cost estimate for the land development of the Property and public facilities sports park.

At this stage of the process CORE will also prepare a market analysis and highest and best use study of the Property. Based on our years of experience in the real estate

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development, while the market information and projections in this phase will be important information to shape the Strategic Business Plan and eventual Master Plan, the real “vision” of a market study is to allow for inevitable and unforeseeable changes in the real estate market. Flexible land planning, zoning and entitlement envelopes should be conceived to allow for multiple variations of end-users so that the eventual implementation of the project can appropriately react to the market conditions at the time of marketing. The sad reality is that during the lengthy time period it takes in California to plan, engineer, entitle, permit and construct a project…market conditions change. Failed projects are those that lock in very specific land uses based on the specific conclusions of a market study, only to find that when the project is really ready to market, all of the market conditions have changed. We view the market study and highest and best use analysis as a tool to help shape the Master Plan and provide the “vision” to allow for flexible but acceptable exit strategies at the time of development.

At the end of the second 3-month phase, another series of City Council briefings will be provided to update the status and conclusions of the physical planning sessions followed by a public outreach effort in the form of a public facilities (sports park) design workshop to allow the public to help shape the potential public uses for alternative master plans on the Property.

Step Three (Task 3) – Strategic Business Plan, Planning Synthesis (3 mo.) The third 3-month phase in the work flow chart is the production of the Strategic Business Plan. In this phase of the process, all of the previous work is updated and synthesized with the input received at the City Council workshops and public outreach efforts in the design workshop to produce a series of three alternative plans that will be integrated into the Strategic Business Plan. This Strategic Business Plan inclusive of a financing plan, market analysis, sources and uses cash flow projections and implementation strategy will be presented to the City Council in a public session for consideration along with a potential recommendation of a preferred land use plan with alternatives to be used as the basis for an Environmental Impact Report (EIR) if the City Council chooses to proceed.

It is important to note, that without these necessary steps to understanding the conditions of the Property, cost estimating, revenue projections, public facilities cost and operations and maintenance expense projections needed for the Strategic Business Plan, would be

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wrought with conditional assumptions that would not be worthy of public presentation and City Council consideration. In our experience in working on dozens of public and private development projects, the shortcuts taken early in the process to truly understand a project’s feasibility become fissures in the foundation of the Strategic Business Plan that may not be repairable later in the project. Building on a poorly constructed foundation will lead to the potential of a failed project.

This is the process we recommend for the Tasks 1-3 for the first 9 months of the process. IF the City Council decides to proceed beyond the review of the Strategic Business Plan, then the team will proceed to prepare a project level Environmental Impact Report for the land development and public facilities, covering the potential private land uses at a more flexible program level.

Step Four (Task 4) – Master Plan, Entitlements and CEQA Analysis (12 mo.) The next 12-month phase of the project is the production of a site-specific Master Plan and project entitlements through California Environmental Quality Act (CEQA), a General Plan Amendment and Zone Change. As previously stated, we recommend a project level CEQA document for the land development and public facilities and a more flexible program level analysis of the potential private sector land uses identified in the Preferred Plan recommended by the City Council. Other alternatives considered in the Strategic Business Plan could be used in the alternatives analysis of the EIR. This California Environmental Quality Act process strategy is important if the City intends to pursue resource agency permits for the project, which can be reasonably achieved after the CEQA document is certified by the City Council. Our workflow program recommendation during the 12-month Master Plan and entitlement process is to progress to a level of design on the land development project (design of infrastructure and graded pads) characterized as 65% completion improvement plans. We also recommend progressing to a level of 35% design of the public facilities concurrently to allow the CEQA document to “clear” the proposed public land uses at a project level and allow for a reasonable pursuit of resource agency permits which will require a definition of limits of grading, hydrology and water quality control features that can only be accurately defined with this level of design.

The alternative approach to our recommendation is to analyze more general detail in the EIR for the entire project at a “program” level, then, once certified, decide which portions of

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the project need to be studied at a “project” level once development plans are available. This alternative approach, while less expensive in the short term requires “two bites at the apple” for CEQA analysis and in the long term is much more expensive and time consuming. This alternative strategy would also cause a delay in the ability to secure resource agency permits for the project until the level of engineering and design was sufficient enough to define the limits of grading, hydrology and water quality control features.

Step Five (Task 4) – Resource Agency Permitting (3 mo.) While the process of securing resource agency permits from US Fish & Wildlife Service (if required), California Department of Fish and Game, Army Corp of Engineers and the San Diego Region Water Quality Control Board can take up to 9 to 12 months, the recommended process is to initiate the permit application process during the CEQA analysis. We recommend pre-application meetings, and completion of the 65%/35% designs during the CEQA analysis to be used as the basis for the permit applications. When a CEQA document is certified for the project, we can then anticipate a 3-month lag in the securing of the permits.

We believe our proposed tasks and 24-month workflow plan are required to make sound, sustainable and defensible decisions that will stand up the scrutiny of the public and City Council. While there are alternative approaches to analyzing the feasibility of the site development, anything less than what we recommend will still require a “validation” process prior to any meaningful decisions, so the effort and expenditures defined herein would just be deferred.

Task 5 - Pre-Development phase, preparation public/private partnership packages With the “package” of entitlements, resource agency permits and project design in place, the pre-development process can begin. Based on the conclusions of the Strategic Business Plan the City could choose to either directly market the private sector development pads to end-users or as a package to private sector developers. The foundation of this strategy will be established with the Strategic Business Plan with the stated financial performance requirements and alternative deal structures. The goal from the outset is pretty clear to us: 1) Find a way to generate immediate capital from well integrated private land uses on the Property to pay for the City’s desired public facilities

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(sports park); and 2) Attempt to find end-users for the property that create a sustainable revenue flow through sales tax, TOT and/or lease revenues to support the City’s ongoing operations and maintenance obligations from the public facilities. Of course, phasing, interim financing, interim uses, and other factors will all play into the structure of the Strategic Business Plan and ultimate implementation strategy for the project.

Task 6 – Construction Oversight While this phase of work will be more precisely defined in the Strategic Business Plan with alternative methods of project delivery, CORE Ventures and members of its Project Team is well experience in the program management and construction management of a public project and land development.

III. Sustainability Issues With the current regulatory environment in both CEQA review and project implementation, it is critically important to identify strategies early in the data collection and physical planning of the Property to meet the objectives of AB 32 (Global Warming Solutions Act), SB 375 (Air Quality Standards working to implement AB 32) and AB 1881 (Water Efficiency Standards especially for heavily landscaped uses such as parks). While the philosophy of AB 32 is one that can be documented through the objectives of a project, it is still subject to court testing and validation. CORE has recently completed both a program level EIR and project level EIR in the City of Lake Forest that addresses AB 32 in a philosophical manner with project objectives that are meant to meet the intent of the legislation. Similarly, SB 375 and use of the new CARB handbook is legislation that has the intent of more specifically implementing AB 32 in the reduction of greenhouse gasses and “carbon footprint” of the proposed project. There are certain design mitigations that can really only be analyzed at a project level that can begin to address the requirements of SB 375. Concerning AB 1881, the potential intense use of irrigation will require early coordination with SMWD in the integration of reclaimed water use, recapture of irrigation drainage and other water saving “best practice” methods in the design of the project. Just as important in the current world of CEQA will be the water supply assessment provided by SMWD. The Project Team should meet early on these topics with the appropriate regulatory agencies and land use counsel to determine an approach prior to the initiation of a CEQA document.

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IV. Scope of Work CORE Ventures and its Project Team is prepared to meet all of the requirements of the Scope of Services as detailed in the RFP. Regarding project and program management, we have budgeted and expect to have weekly project meetings that should include members of the City staff and City attorney on an “as needed” basis and members of the Project Team as required by the topics covered in the meeting. CORE will identify divisions of the Project Team in a sequence of meetings so that the agenda topics can be on-point with the attending team members and efficiently run. As the single point of responsibility, CORE will report directly to the City Manager on a weekly basis on the status of the project, key issues to discuss and strategies to move the project forward. CORE will also be responsible to attend all public meetings and City Council briefings as a resource to the City Manager. Since our offices are local (Laguna Beach and Irvine) and a principal member of CORE (Brian Myers) lives less than a mile from the Property, we are prepared to be on call for all the requisite needs of the City Manager and City Council. During the Opportunities and Constraints analysis, CORE will not only be responsible for project management but also the production of the Needs Assessment and Programming of the Public Facilities and the preparation of a private sector market analysis. CORE will also directly prepare the Strategic Business Plan inclusive of the financing plan, financial analysis and strategy recommendations. In the final phase of work, if approved, CORE will be responsible for managing and directing the CEQA process, resource agency permits and oversight of project design. More specific detailed scopes of work for all of the Project Team are included in Section H. Compensation Payment Schedule.

The Scope of Work proposed by CORE and its Project Team does not include land use legal counsel, financing legal counsel and real estate contracts legal counsel, which are all, assumed to be provided by the City Attorney’s office. The Scope of Work also does not include the CEQA policy consulting (production of the document) or the services of a Financial Analyst/Underwriter if a public financing is pursued. Our proposal assumes that project team meetings will be held at City Hall and that a meeting room will be made available without charge. Lastly, this proposal assumes that the City will make available current topographic maps, aerial photography and boundary survey work previously completed for the Property. No other known required resources are assumed to be provided by the City for the completion of the work described in this proposal.

Chiquita Ridge Proposal Section F. Overview and Approach Page 12

Page 302 ______

V. Additional Services While the RFP did not specifically request a Public Facilities Needs Assessment and Program, we believe it is an essential analysis to ensure that the public uses of the Property are well considered with public input. This document not only memorializes the public participation in the programming of the public facilities but later makes the entire process “defensible” as the project matures. This service is outlined in the Scope of Work and budget included in Section H. Compensation Payment Schedule.

Again, while not specifically addressed in the RFP, we recommend some limited sub- surface soils investigation during the Opportunities and Constraints analysis. Knowing that the site, if developed, could require intensive grading it will be critical to the production of defensible cost estimates for the Strategic Business Plan that our Project Team understands the potential remedial grading that may be required to create useable development pads. We have analyzed and developed many hillside projects where the remedial grading costs equal or exceed that of the mass grading. Without sub-surface soils analysis, remedial grading cost estimates are not possible so that “exposure” becomes an unknown variable condition in the Strategic Business Plan and for the decisions made thereon.

Lastly, our traffic engineer has included a range of costs that might be incurred for the traffic study for the CEQA document. An estimate is included in the project budget but the true cost of a traffic study cannot be determined until the project is better defined and the scope of the traffic study is determined as a result.

VI. Alternative Non-Compliant Option While we believe that our recommended approach to the Scope of Work is the most advisable path for the City to follow in understanding the feasibility of the project, we also understand that it is an intensive, comprehensive and expensive venture. Public or private, the initial phases of underwriting a purchase of property or investment in a proposed development project is expensive. With this in mind, we would like to offer what we believe is a non-compliant alternative as a first phase of analysis for the project. We don’t believe

Chiquita Ridge Proposal Section F. Overview and Approach Page 13

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that our non-compliant alternative should be viewed as a short cut to understanding feasibility, only an initial, less intensive, and less expensive “first step”.

The “first step” we are prepared to offer is to engage the public in the Public Facilities Needs Assessment and Programming while CORE provides an initial evaluation of project feasibility based on existing Property information. Obviously without the use of primary Property planning, engineering and data collection, the “first step” evaluation will be highly conditioned based on the assumed accuracy of existing information. However, this “first step” does allow for the concurrent engagement of the public through the Needs Assessment while the staff and City Council get a chance to evaluate a cursory feasibility analysis of the Property.

A cost estimate for this alternative non-compliant option is provided in Section H. If the City decides to proceed after the conclusions of the “first step”, then the remaining recommended services identified in the Work Flow Chart and Scopes of Work in Section H will be carried out. If the City chooses not to proceed, then the project evaluation terminates. Most of the work included in this non-compliant option is directly transferable to the remaining Scope of Work defined in this proposal except for the defined cost of the preliminary feasibility study conducted by CORE.

Chiquita Ridge Proposal Section F. Overview and Approach Page 14

Page 304

CORE VENTURES Community Owned Real Estate

G. INTEGRATION PLAN We recommend a structure of the management and decision making process so that CORE Ventures becomes a literal extension of City staff and reports directly to the City Manager. We have been managing complex real estate entitlements and construction for public agencies for decades and have found the most efficient way to establish a integration plan is to first customize it to the needs and/or deficiencies already employed by the City. So, our first meeting would be an attempt to customize our management integration plan to the City’s needs.

That being said, our typical structure provides for weekly or bi-weekly meetings with the City Manager and assigned staff depending on the, then current, workflow of the project. The routine of an established time and day of the week provides for an efficient means to expedite work, communicate issues and make decisions on a regular basis. Individual members of the Project Team, however, will only be invited to the regular weekly meetings on an “as needed” basis according to the pre-assigned agenda topics. This ensures that the project does not have wasteful meetings since the team is large and they all bill hourly. Often we will stagger the attendance of certain consultants during a meeting, topic by topic, to make the workflow more efficient as well. From time to time it may be required to have many or all of the team members present at a meeting, but these occasions are rare. Also, it has been our experience that having a member of the City Attorney’s office assigned to the project and regularly attending meetings is an important resource for the project. After we have our initial organizational meeting we can modify the format as the project evolves.

Page 305

CORE VENTURES Community Owned Real Estate

H. COMPENSATION PAYMENT SCHEDULE Based on the Scope of Work and Work Flow Chart Exhibit provided in Section F. Overview and Approach, we offer the following summary of the estimated compensation for the first nine (9) months of work in Tasks 1-3 by firm and then the estimate for Task 4 by firm. Estimates for Tasks 5 and 6 were excludes per the directions of the RFP. As required in the RFP, we have provided the back-up detail behind the estimate by firm and individual titles for the number of hours allocated to the resource, the hourly rate and line-item detail fee estimate for each resource by task. Since the RFP specifically requested this format, none of the estimates are fixed fee, but rather estimates made on a time and material allocation for the scope of work indentified in this proposal. Further detail is offered as an exhibit that includes the narrative scopes of work for each individual firm organized by task.

The following is a summary of Tasks 1 -3: GSI, dba, CORE Ventures $144,925 Supplemental Services Needs Assessment & Programming 72,040 Nuquest Ventures 163,050 Keena-Thomas Communications 244,040 KTGY Group 78,040 RJM Design Group 115,910 Fuscoe Engineering 66,948 The Moote Group 37,160 Stoney-Miller Consultants 68,000 PCR 16,723 Austin Foust Associates 8,270 Sub-Total 1-3 $1,015,106

The following is a summary of Tasks 1 -3: GSI, dba, CORE Ventures $74,250 Nuquest Ventures 125,400 Keena-Thomas Communications 101,960 KTGY Group 41,920 RJM Design Group 164,995 Fuscoe Engineering 114,078 The Moote Group 7,720 PCR 44,410 Austin Foust Associates (estimate without Scope) 45,000 Sub-Total 4 $719,733 Total Project $1,734,839

Page 306 ______

These estimates are based on the time and materials resource allocation and hourly rate using the scope of work assumed in this proposal. To the extent that the City modifies the scope of work assumptions or elects to negotiate fixed fees on some or all of the tasks, the fee estimates would need to be adjusted. It should be noted that the public outreach and communications component of the proposal can vary widely based on the desired scope of work by the City. Our proposal provides our best recommendation, but we are open to discuss this scope of service as well as others.

Non-Compliant Alternative Option As described in Section F Overview and Approach, CORE is prepared to provide a non-compliant alternative to the scope of work in this proposal as a “first step”. In the description provided in Section F, CORE will provide a preliminary feasibility evaluation of the Property and its development potential using existing information provided by the City for assumptions concurrently with the Needs Assessment and Programming for the Public Facilities with a public outreach program for a three month initial period. While the CORE preliminary feasibility evaluation would later need to be validated using the approach to the scope of work in this proposal, it would be a lower threshold commitment by the City as a “first step” in understanding the feasibility of the project. The only tasks redundant to the scope of work in this proposal would the CORE feasibility evaluation.

The following is an offer of a non-compliant alternative options: CORE/Nuquest Feasibility Evaluation (fixed fee) $35,000 Supplemental Services Needs Assessment & Programming 72,040 Keena-Thomas Communications Public Outreach 110,640 CORE Management during Public Outreach $97,350 Total for the Non-Compliant Alternative Option $315,030

Financing and Incentive Based Options CORE is also prepared to advise the City on financing alternatives to fund these pre-development activities through a private placement source. Lastly, CORE will consider a negotiation of fee deferrals for Tasks 5 and 6 based on an incentive program for successful project delivery and disposition of portions of the Property.

Chiquita Ridge Proposal Section H. Payment and Compensation Page 2

CORE VENTURES CHIQUITA RIDGE PROPOSAL Non-Compliant Page 307 City of Rancho Santa Margarita Alternative Schedule of Proposed Fees Phase I

Task 1 - Public Outreach Amount Amount CORE - Griffin Structures $ 69,300 $ 69,300 CORE - Nuquest Ventures $ 28,050 $ 28,050 Keena Thomas Communications $ 110,640 $ 110,640 KTGY $ 32,180 sub-total $ 240,170

Task 2 - Opportunities & Constraints CORE - Griffin Structures $ 41,250 Supplemental Services (Needs Assessment by Griffin or RJM) $ 72,040 $ 72,040 CORE - Nuquest Ventures $ 79,000 $ 35,000 Keena Thomas Communications $ 54,320 KTGY $ 44,310 RJM $ 53,360 Fuscoe $ 47,994 Moote $ 27,400 Stoney-Miller $ 68,000 PCR $ 16,723 Austin Foust $ 6,680 sub-total $ 511,077 $ 315,030

Task 3 - Strategic Business Plan CORE - Griffin Structures $ 34,375 CORE - Nuquest Ventures $ 56,000 Keena Thomas Communications $ 79,080 KTGY $ 1,550 RJM $ 62,550 Fuscoe $ 18,954 Moote $ 9,760 Austin Foust $ 1,590 sub-total $ 263,859

Total Tasks 1 - 3 $ 1,015,106

Task 4 - Master Plan - CEQA/Resource Agency Permits Amount CORE - Griffin Structures $ 74,250 CORE - Nuquest Ventures $ 125,400 Keena Thomas Communications $ 101,960 KTGY $ 41,920 RJM $ 164,995 Fuscoe $ 114,078 Moote $ 7,720 PCR $ 44,410 Austin Foust $ 45,000 Total Task 4 $ 719,733

TOTAL TASKS 1-4 $ 1,734,839

TOTALS BY FIRM Amount CORE - Griffin Structures $ 219,175 Supplemental Services (Needs Assessment by GSI or RJM) $ 72,040 CORE - Nuquest Ventures $ 288,450 Keena Thomas Communications $ 346,000 KTGY $ 119,960 RJM $ 280,905 Fuscoe $ 181,026 Moote $ 44,880 Stoney-Miller $ 68,000 PCR $ 61,133 Austin Foust $ 53,270 TOTALS $ 1,734,839

Chiquita Ridge Proposal Section H. Compensation Payment Schedule Page 3 Page 308

Griffin Structures, Inc., dba CORE Ventures Task I - Public Outreach (Coordination, Public Meetings, and City Council Workshops) a. During Opportunities & Constraints Analysis - Approx. 9 months R.Torriero 6 mos. 8 hrs./mo. 48 Total hrs. $275 per hr. $13,200

b. During Strategic Business Plan - Approx. 3 months R.Torriero 3 mos. 8 hrs./mo. 24 Total hrs. $275 per hr. $6,600

c. During Entitlement Process - Approx. 12 months R.Torriero 12 mos. 12 hrs./mo. 144 Total hrs. $275 per hr. $39,600

d. During Resource Agency Permiting Process - Approx. 6 months R.Torriero 6 mos. 6 hrs./mo. 36 Total hrs. $275 per hr. $9,900 Total Task I $69,300

Task II - Opportunities and Constraints (Project Management/Market Analysis) a. Project Management of Team - Approx. 6 months R.Torriero 6 mos. 25 hrs./mo. 150 Total hrs. $275 per hr. $41,250

b. Public Facilities Needs Assessment Optional Services see Needs Assessment breakdown for GSI or RJM B.Hall $150 per hr. Total Task II $41,250

Task III - Business Plan a. Project Management of Team - Approx. 3 months R.Torriero 3 mos. 25 hrs./mo. 75 Total hrs. $275 per hr. $20,625

b. Analysis and Preparation of Business Plan During Opp's & Const. R.Torriero 40 Total hrs. $275 per hr. $11,000

c. Refinement and Updates During Entitlement Preparation of Financing Plan R.Torriero 10 Total hrs. $275 per hr. $2,750 Total Task III $34,375

Task IV - Master Plan & Entitlement (Project Management) a. Project Management of Team During CEQA - Approx. 12 months R.Torriero 12 mos. 20 hrs./mo. 240 Total hrs. $275 per hr. $66,000

b. Project Management of Team During RA Permits - Approx. 6 months R.Torriero 3 mos. 10 hrs./mo. 30 Total hrs. $275 per hr. $8,250 Total Task IV $74,250

Summary by Task Task I - Public Outreach $69,300 Task II - Opportunities & Constraints $41,250 Task III - Strategic Business Plan $34,375 Task IV - Master Plan & Entitlement $74,250 Total for Tasks I - IV - Approx. 24 Months $219,175

These rates will not escalate during the life of the project.

Chiquita Ridge Proposal Section H. Compensation Payment Schedule Page 4 Page 309

EJ+K!5L!"FME&5!=FM+F!NF"OF"J+F M%%;*!F**%**2%3$!P')!E71Q(1$#!"1;R% =(SS,%2%3$#,!=%)T16%* O)1U3!=$)(6$()%*?!J36B!')!"DN!V%*1R3!O)'(S!L%%!=(22#)4!#3;!G#9')!&'()*

+F=W!X!=+FLL !"#$%! &'()* !+'$#,! +#*-!.!/!0)%,1213#)4!5($)%#67!8!0(9,16!:;(6#<'3!0,#3* Supplemental Services Principal $ 165.00 92 $ 15,180.00 Project Manager $ 140.00 56 $ 7,840.00 CADD Technician $ 95.00 42 $ 3,990.00 Phone Survey Specialist $ 90.00 118 $ 10,620.00 Demographics Specialist $ 140.00 104 $ 14,560.00 Operations and Maintenance Specialist $ 125.00 90 $ 11,250.00 Clerical $ 65.00 40 $ 2,600.00 =(9$'$#, C!!!!!!!!!!!!!!!!!!!!!!!!!!!!!>>?@A@B@@! Materials / Reimbursable Expenses $ 6,000.00 0"5D:E+!+5+FG C!!!!!!!!!!!!!!!!!!!!!!!!!!!!!HI?@A@B@@!

Chiquita Ridge Proposal Section H. Compensation Payment Schedule Page 5 Page 310

Task I - Public Outreach (Coordination, Public Meetings, and City Council Workshops) a. During Opportunities & Constraints Analysis - Approx. 6 months B.Myers 6 mos. 2 hrs./mo. 12 Total hrs. $275 per hr. $3,300

b. During Strategic Business Plan - Approx. 3 months B.Myers 3 mos. 2 hrs./mo. 6 Total hrs. $275 per hr. $1,650

c. During Entitlement Process - Approx. 12 months B.Myers 12 mos. 6 hrs./mo. 72 Total hrs. $275 per hr. $19,800

d. During Resource Agency Permiting Process - Approx. 6 months B.Myers 6 mos. 2 hrs./mo. 12 Total hrs. $275 per hr. $3,300 Total Task I $28,050

Task II - Opportunities and Constraints (Project Management/Market Analysis) a. Project Management of Team - Approx. 6 months B.Myers 6 mos. 50 hrs./mo. 300 Total hrs. $190 per hr. $57,000

b. Market Analysis, Evaluation of Land Uses and Report B.Myers 80 Total hrs. $275 per hr. $22,000 Total Task II $79,000

Task III - Business Plan a. Project Management of Team - Approx. 3 months B.Myers 3 mos. 50 hrs./mo. 150 Total hrs. $190 per hr. $28,500

b. Analysis and Preparation of Business Plan During Opp's & Const. B.Myers 80 Total hrs. $275 per hr. $22,000

c. Refinement and Updates During Entitlement Preparation of Financing Plan B.Myers 20 Total hrs. $275 per hr. $5,500 Total Task III $56,000

Task IV - Master Plan & Entitlement (Project Management) a. Project Management of Team During CEQA - Approx. 12 months B.Myers 12 mos. 50 hrs./mo. 600 Total hrs. $190 per hr. $114,000

b. Project Management of Team During RA Permits - Approx. 6 months B.Myers 3 mos. 20 hrs./mo. 60 Total hrs. $190 per hr. $11,400 Total Task IV $125,400

Summary by Task Task I - Public Outreach $28,050 Task II - Opportunities & Constraints $79,000 Task III - Strategic Business Plan $56,000 Task IV - Master Plan & Entitlement $125,400 Total for Tasks I - IV - Approx. 24 Months $288,450

Note: The hourly rates for Brian Myers are differentiated between Advisory rates of $275 per hour for all real estate advisory tasks, public meetings, business plans, financing plans, market studies, and public outreach tasks. Bulk hour Project Management tasks will be billed at $190 per hour.

These rates will not escalate during the life of the project. Chiquita Ridge Proposal Section H. Compensation Payment Schedule Page 6 Public Outreach – Cost Estimate - Tasks 1 - 4 Page 311 Prepared by Keena•Thomas Communications, LLC

TASK 1 TITLE RATE HOURS TOTAL Admin $ 70.00 48 $ 3,360.00 Project Coordinator $ 110.00 288 $ 31,680.00 Project Manager $ 150.00 344 $ 51,600.00 Materials $ 24,000.00 TOTAL TASK 1 680 $ 110,640.00

TASK 2 TITLE RATE HOURS TOTAL Admin $ 70.00 24 $ 1,680.00 Project Coordinator $ 110.00 184 $ 20,240.00 Project Manager $ 150.00 216 $ 32,400.00 Materials $ - TOTAL TASK 2 424 $ 54,320.00

TASK 3 TITLE RATE HOURS TOTAL Admin $ 70.00 24 $ 1,680.00 Project Coordinator $ 110.00 240 $ 26,400.00 Project Manager $ 150.00 240 $ 36,000.00 Materials $ 15,000.00 TOTAL TASK 3 504 $ 79,080.00

TASK 4 TITLE RATE HOURS TOTAL Admin $ 70.00 144 $ 10,080.00 Project Coordinator $ 110.00 288 $ 31,680.00 Project Manager $ 150.00 288 $ 43,200.00 Materials $ 17,000.00 TOTAL TASK 4 720 $ 101,960.00

PROJECT TOTAL TITLE RATE HOURS TOTAL Admin $ 70.00 240 $ 16,800.00 Project Coordinator $ 110.00 1000 $ 110,000.00 Project Manager $ 150.00 1088 $ 163,200.00 Materials $ 56,000.00 PROJECT TOTAL 2328 $ 346,000.00

Chiquita Ridge Proposal Section H. Compensation Payment Schedule Page 7 Page 312 Chiquita Ridge - Compensation & Payment Schedule City of Rancho Santa Margarita RFP No. AS 031510

Task # 1 Development and Implementation of Preliminary Outreach andPublic Task Description Education Plans Personnel Title Hourly Rate # of Hours Subtotal KTGY Principal / Senior Management $ 190 68 $ 12,920 Associate Director $ 155 42 $ 6,510 Senior Professionals $ 140 20 $ 2,800 Professionals $ 125 42 $ 5,250 Senior Staff $ 90 20 $ 1,800 Anticipated Material Cost $ 2,900 Task 1 Total 192 $ 32,180 Task # 2 Task Description Preparation of the Opportunities and Constraints Report Personnel Title Hourly Rate # of Hours Subtotal KTGY Principal / Senior Management $ 190 10 $ 1,900 Associate Director $ 155 134 $ 20,770 Senior Professionals $ 140 2 $ 280 Professionals $ 125 100 $ 12,500 Senior Staff $ 90 54 $ 4,860 Anticipated Material Cost $ 4,000 Task 2 Total 300 $ 44,310 Task # 3 Task Description Preparation of the Strategic Business Plan Personnel Title Hourly Rate # of Hours Subtotal KTGY Principal / Senior Management $ 190 0 $ - Associate Director $ 155 10 $ 1,550 Senior Professionals $ 140 0 $ - Professionals $ 125 0 $ - Senior Staff $ 90 0 $ - Anticipated Material Cost $ - Task 3 Total 10 $ 1,550 Task # 4 Task Description Development of the Site Master Plan Personnel Title Hourly Rate # of Hours Subtotal KTGY Principal / Senior Management $ 190 100 $ 19,000 Associate Director $ 155 24 $ 3,720 Senior Professionals $ 140 80 $ 11,200 Professionals $ 125 20 $ 2,500 Senior Staff $ 90 20 $ 1,800 Anticipated Material Cost $ 3,700 Task 4 Total 244 $ 41,920 TOTAL FOR TASKS 1 TO 4 $ 119,960 * Rates are guaranteed for the term of the agreement.

Chiquita Ridge Proposal Section H. Compensation Payment Schedule Page 8 Page 313 CITY OF RANCHO SANTA MARGARITA Program Management for Chiquita Ridge RJM Design Group Fee Summary and Labor Hours

TASK / STAFF Rate Hours Total

Task 1 - Preliminary Outreach & Public Education Plans Task 1 Sub-Total Supplemental Services Task 2 - Opportunities and Constraints Report Principal 165.00$ 124 $ 20,460.00 Project Manager 140.00$ 167 $ 23,380.00 CADD Technician 95.00$ 38 $ 3,610.00 Clerical 65.00$ 14 $ 910.00 Subtotal $ 48,360.00 Materials / Reimbursable Expenses $ 5,000.00 Task 2 Sub-Total $ 53,360.00

Task 3 - Strategic Business Plan Principal 165.00$ 159 $ 26,235.00 Project Manager 140.00$ 178 $ 24,920.00 CADD Technician 95.00$ 55 $ 5,225.00 Clerical 65.00$ 18 $ 1,170.00 Subtotal $ 57,550.00 Materials / Reimbursable Expenses $ 5,000.00 Task 3 Sub-Total $ 62,550.00

Task 4 -CEQA/35% Site Master Plan Plan Preparation Principal 165.00$ 196 $ 32,340.00 Project Manager 140.00$ 397 $ 55,580.00 CADD Technician 95.00$ 598 $ 56,810.00 Clerical 65.00$ 81 $ 5,265.00 Subtotal $ 149,995.00 Materials / Reimbursable Expenses $ 15,000.00 Task 4 Sub-Total $ 164,995.00

PROJECT TOTAL $ 280,905.00

Chiquita Ridge Proposal Section H. Compensation Payment Schedule Page 9 Page 314

CORE VENTURES Hourly Breakdown/Cost Summary Chiquita Ridge Development - Rancho Santa Margarita 4/6/10

Task 2a Opportunities & Constraints - Data Collection

A. Name Rate Hrs. Cost Sr. Project Manager 196$ 4 $ 784 Project Manager 136$ 12 $ 1,632 Designer/GIS 121$ 12 $ 1,452 CADD 94$ 10 $ 940 Information Coordinator 70$ 4 $ 280 TOTAL 42 $ 5,088

B. Name Rate Hrs. Cost Sr. Project Manager 196$ 1 $ 196 Designer/GIS 121$ 12 $ 1,452 CADD/Tech 94$ 8 $ 752 Information Coordinator 70$ 2 $ 140 TOTAL 23 $ 2,540

C. Name Rate Hrs. Cost Principal 206$ 6 $ 1,236 Designer/GIS 121$ 8 $ 968 Information Coordinator 70$ 2 $ 140 16 $ 2,344

Task 2b Opportunities & Constraints Report

A. Name Rate Hrs. Cost Principal 206$ 2.0 $ 412 Sr. Project Manager 196$ 2 $ 392 Designer/GIS 121$ 24 $ 2,904 CADD/Tech 94$ 8.0 $ 752 Information Coordinator 70$ 2.0 $ 140 38.0 $ 4,600

B. Name Rate Hrs. Cost Principal 206$ 12.0 $ 2,472 Sr. Project Manager 196$ 18 $ 3,528 Designer/GIS 121$ 10 $ 1,210 CADD/Tech 94$ 10.0 $ 940 Information Coordinator 70$ 6.0 $ 420 56.0 $ 8,570

Chiquita Ridge Proposal Section H. Compensation Payment Schedule Page 10-14 Page 315

Task 2c Comparative Plan Alternatives

A. Name Rate Hrs. Cost Principal 206$ 12 $ 2,472 Sr. Project Manager 196$ 24 $ 4,704 Project Engineer/Water Resources 136$ 24 $ 3,264 Designer/GIS 121$ 12 $ 1,452 CADD/Tech 94$ 60 $ 5,640 Information Coordinator 70$ 6 $ 420 138 $ 17,952

B Name Rate Hrs. Cost Principal 206$ 12 $ 2,472 Sr. Project Manager 196$ 12 $ 2,352 Designer/GIS 121$ 16 $ 1,936 Information Coordinator 70$ 2 $ 140 42 $ 6,900

Task 3 Business Plan - Preferred Plan

A. Name Rate Hrs. Cost Principal 206$ 4 824 Sr. Project Manager 196$ 8 $ 1,568 Project Engineer 136$ 16 $ 2,176 Designer/GIS 121$ 12 $ 1,452 CADD 94$ 12 $ 1,128 Information Coordinator 70$ 2 $ 140 TOTAL 50 $ 7,288

B. Name Rate Hrs. Cost Principal 206$ 4 $ 824 Sr. Project Manager 196$ 12 $ 2,352 Project Engineer 136$ 16 $ 2,176 CADD/Tech 94$ 12 $ 1,128 Information Coordinator 70$ 4 $ 280 TOTAL 44 $ 6,760

C. Name Rate Hrs. Cost Principal 206$ 12 $ 2,472 Sr. Project Manager 196$ 8 $ 1,568 Designer/GIS 121$ 6 $ 726 Information Coordinator 70$ 2 $ 140 28 $ 4,906

Chiquita Ridge Proposal Section H. Compensation Payment Schedule Page 10-14 Page 316

Task 4 Site Master Plan - CEQA Documentation

A. Hydrology/SWMP Name Rate Hrs. Cost Sr. Project Manager 196$ 32 $ 6,272 Project Engineer 136$ 60 $ 8,160 CADD/Tech 94$ 32 $ 3,008 Information Coordinator 70$ 6 $ 420 130 $ 17,860

Water Studies Name Rate Hrs. Cost Sr. Project Manager 196$ 12 $ 2,352 Project Engineer/Water Resources 136$ 16 $ 2,176 CADD/Tech 94$ 12 $ 1,128 40 $ 5,656

WQMP/LID Plan Name Rate Hrs. Cost Sr. Project Manager 196$ 20 $ 3,920 Project Engineer/Water Resources 136$ 20 $ 2,720 Designer/GIS 121$ 20 $ 2,420 CADD/Tech 94$ 12 $ 1,128 Information Coordinator 70$ 12 $ 840 84 $ 11,028

RGP Name Rate Hrs. Cost Sr. Project Manager 196$ 24 $ 4,704 Project Engineer 136$ 24 $ 3,264 Designer/GIS 121$ 24 $ 2,904 CADD/Tech 94$ 80 $ 7,520 Information Coordinator 70$ 2 $ 140 154 $ 18,532

Public Street/Access Roadways Name Rate Hrs. Cost Sr. Project Manager 196$ 16 $ 3,136 Project Engineer 136$ 24 $ 3,264 Designer/GIS 121$ 12 $ 1,452 CADD/Tech 94$ 40 $ 3,760 Information Coordinator 70$ 4 $ 280 96 $ 11,892

Sewer/Water Name Rate Hrs. Cost Sr. Project Manager 196$ 24 $ 4,704 Project Engineer 136$ 24 $ 3,264 Designer/GIS 121$ 12 $ 1,452 CADD/Tech 94$ 32 $ 3,008 Information Coordinator 70$ 6 $ 420 98 $ 12,848

Chiquita Ridge Proposal Section H. Compensation Payment Schedule Page 10-14 Page 317

Dry Utilities Name Rate Hrs. Cost Sr. Project Manager 196$ 6 $ 1,176 Designer/GIS 136$ 40 $ 5,440 CADD/Tech 94$ 16 $ 1,504 Information Coordinator 70$ 6 $ 420 68 $ 8,540 (Plus subconsultant fee estimated @ $4-5K)

Right-of-Way/Easements Name Rate Hrs. Cost Sr. Project Manager 196$ 12 $ 2,352 Designer/GIS 136$ 24 $ 3,264 CADD/Tech 94$ 12 $ 1,128 Information Coordinator 70$ 8 $ 560 56 $ 7,304

B. Name Rate Hrs. Cost Principal 206$ 4 $ 824 Sr. Project Manager 196$ 12 $ 2,352 CADD/Tech 94$ 8 $ 752 Information Coordinator 70$ 12 $ 840 36 $ 4,768

C. Name Rate Hrs. Cost Principal 206$ 32 $ 6,592 Sr. Project Manager 196$ 32 $ 6,272 Designer/GIS 121$ 16 $ 1,936 Information Coordinator 70$ 12 $ 840 92 $ 15,640

Chiquita Ridge Proposal Section H. Compensation Payment Schedule Page 10-14 Page 318

SUMMARY Task 2a A. $ 5,088 B. $ 2,540 C. $ 2,344 TOTAL TASK 2a $ 9,972

Task 2b A. $ 4,600 B. $ 8,570 TOTAL TASK 2b $ 13,170

Task 2c A. $ 17,952 B. $ 6,900 TOTAL TASK 2c $ 24,852

Task 3 A. $ 7,288 B. $ 6,760 C. $ 4,906 TOTAL TASK 3 $ 18,954

Task 4 A. Hydrology/SWMP $ 17,860 Water Studies $ 5,656 WQMP/LID Plan $ 11,028 RGP $ 18,532 Public Street/Access Roadways $ 11,892 Sewer /Water $ 12,848 Dry Utilities $ 8,540 Right-of-Way/Easements $ 7,304 $ 93,660 B. $ 4,778 C. $ 15,640 TOTAL TASK 4 $ 114,078

$ 9,972 $ 13,170 $ 24,852 $ 18,954 $ 114,078 TOTAL FEE PROPOSAL $ 181,026

Chiquita Ridge Proposal Section H. Compensation Payment Schedule Page 10-14 Page 319

Provide Cost Estimates , Refine and Update (3 Phases)

Task 2 - Opportunities and Contraints (Second 3 Months) Title Rate Hours Total Principal Estimator $175 40 $7,000 Senior Estimator $150 80 $12,000 Support Staff (Quan Takeoffs) $105 80 $8,400

Total = $27,400

Task 3 - Business Plan (Third 3 Months) Title Rate Hours Total Principal Estimator $175 16 $2,800 Senior Estimator $150 24 $3,600 Support Staff (Quan Takeoffs) $105 32 $3,360

Total = $9,760

Task 4 - Master Plan/CEQA (During 12 Month timeframe) Title Rate Hours Total Principal Estimator $175 16 $2,800 Senior Estimator $150 16 $2,400 Support Staff (Quan Takeoffs) $105 24 $2,520

Total = $7,720

Grand Total = $44,880

Chiquita Ridge Proposal Section H. Compensation Payment Schedule Page 15 Page 320 COMPENSATION SCHEDULE City of Rancho Santa Margarita Chiquita Ridge Development CEQA

Chief Associate Associate Description Principal Labor Outside Engineering Engineering Geotechnical Total Hours Total Cost Consultant Services Engineer Subtotal Services Geologist Geologist Engineer

HOURLY RATE $195 $195 $175 $175 TASK 1: PUBLIC OUTREACH A. GEOTECHNICAL FEASIBILITY INVESTIGATION AERIAL PHOTO AND LITERATURE REVIEW 2 8 4 14 $ 2,490 $ - $ 2,490 FIELD RECONNAISSANCE AND MAPPING 8 8 $ 1,400 $ - $ 1,400 DATA REDUCTION, MAP AND SECTION PREPARATION, DRAFTING 2 16 18 $ 3,190 $ 500 $ 3,690 B. GEOLOGIC AND ENGINEERING ANALYSES GEOTECHNICAL OPPORTUNITIES AND CONSTRAINTS 2 2 8 12 $ 2,180 $ - $ 2,180 PRELIMINARY SLOPE STABILITY ANALYSES 12 12 $ 2,100 $ - $ 2,100 EVALUATION OF DESIGN ALTERNATIVES 2 2 4 8 16 $ 2,880 $ - $ 2,880 MAP AND SECTION DESIGN MODIFICATIONS 8 8 $ 1,400 $ - $ 1,400 C. MEETINGS AND REVIEW WITH PROJECT CIVIL, DESIGN ANALYSES 4 4 8 $ 1,480 $ 500 $ 1,980 D. MEETINGS WITH DESIGN TEAM AND CITY 2 2 4 $ 780 $ 100 $ 880 $ - $ - $ - SUBTOTAL 6 14 52 28 100 $ 17,900 $ 1,100 $ 19,000 TASK 2: OPPORTUNITIES AND CONSTRAINTS A. SITE FEASIBILITY INVESTIGATION ROAD IMPROVEMENT AND ACCESS 4 4 $ 700 $ 1,270 $ 1,970 DRILLING EQUIPMENT AND LOGGING 4 16 20 $ 3,580 $ 4,500 $ 8,080 TRENCHING EQUIPMENT AND LOGGING 8 8 $ 1,400 $ 1,500 $ 2,900 B. GEOLOGIC AND ENGINEERING ANALYSES LABORATORY TESTING AND ANALYSES 1 4 5 $ 895 $ 2,500 $ 3,395 DATA REDUCTION, MAP AND SECTION PREPARATION, DRAFTING 2 8 10 $ 1,790 $ 750 $ 2,540 DEVELOPMENT OF DESIGN ALTERNATIVES 1 2 4 4 11 $ 1,985 $ 1,985 MAP AND SECTION DESIGN MODIFICATIONS 2 4 6 $ 1,090 $ 1,090 SLOPE STABILITY ANALYSES AND REMEDIAL DESIGN 2 12 14 $ 2,490 $ 2,490 QUANTITY ESTIMATES AND SOURCES 12 12 $ 2,100 $ 2,100 DRAFT FEASIBILITY REPORT PREPARATION 2 16 8 26 $ 4,590 $ 1,500 $ 6,090 C. PRESENT DRAFT REPORT TO TEAM & CIVIL 2 2 2 6 $ 1,130 $ 1,130 REVISE AND REFINE DRAFT REPORT 2 4 4 10 $ 1,790 $ 500 $ 2,290 PRESENT DRAFT-FINAL REPORT TO TEAM 1 1 2 $ 390 $ 390 D. PREPARE FINAL FEASIBILITY REPORT TO CITY 8 8 16 $ 2,800 $ 750 $ 3,550 $ - $ - SUBTOTAL 7 17 86 40 150 $ 26,730 $ 13,270 $ 40,000 PROJECT TOTALS 13 31 138 68 250 $ 44,630 $ 14,370 $ 59,000 5% 12% 55% 27% INSURANCE AND REIMBURSABLES $ 9,000 TOTAL FEE $ 68,000

Chiquita Ridge Proposal Section H. Compensation Payment Schedule Page 16 Page 321

Task # 2 Task Description Preparation of the Opportunities and Constraints Report Title Rate Hours Total Director 225$ 0$ - Senior Biologist II 131$ 75 9,825$ Senior Biologist I $ 117 0$ - Biologist 104$ 48 4,992$ Associate Biologist 90$ 0$ - Assistant Biologist 77$ 0$ - GIS Specialist 104$ 8 832$ Graphics Specialist 81$ 3.5 284$ Publications & Production Specialist 72$ 5 360$

Materials 430$ Total Task #2 139.5 16,723$ Task # 4 Task Description Development of a Site Master Plan Title Rate Hours Total Director 225$ 5.5 1,238$ Senior Biologist II 131$ 166 21,746$ Senior Biologist I $ 117 36 4,212$ Biologist 104$ 137 14,248$ Associate Biologist 90$ 0$ - Assistant Biologist 77$ 0$ - GIS Specialist 104$ 12.5 1,300$ Graphics Specialist 81$ 7.5 608$ Publications & Production Specialist 72$ 9.5 684$

Materials 375$ Total Task #4 374 44,410$ SUMMARY TOTALS Title Rate Hours Total Director 225$ 5.5 1,238$ Senior Biologist II 131$ 241 31,571$ Senior Biologist I $ 117 36 4,212$ Biologist 104$ 185 19,240$ Associate Biologist 90$ 0$ - Assistant Biologist 77$ 0$ - GIS Specialist 104$ 20.5 2,132$ Graphics Specialist 81$ 11 891$ Publications & Production Specialist 72$ 14.5 1,044$

Materials 805$

GRAND TOTAL 513.5 61,133$

Chiquita Ridge Proposal Section H. Compensation Payment Schedule Page 17 Page 322

Griffin Structures, Inc. dba CORE Ventures Chiquita Ridge Public Outreach – Narrative Scope of Work - Tasks 1 - 4

The Chiquita Ridge development project is a golden opportunity to continue to enhance the Rancho Santa Margarita community by adding highly desirable amenities. In keeping with the traditions and history of Rancho Santa Margarita, it is essential that community members are involved in the planning aspects of the project.

One of the key elements of our outreach plan will be to carefully listen to the community. We are eager to hear their thoughts and to understand their vision for Chiquita Ridge.

Our public outreach team has broad experience with land development projects similar to Chiquita Ridge. The team is comprised of dedicated individuals with extensive knowledge and understanding of Rancho Santa Margarita and neighboring communities.

Consistent with the RFP, our public outreach strategy is divided into four tasks.

Task 1: Public Outreach and Education The public outreach phase of this project presents a unique opportunity for people to shape the future of their community. It is essential to engage all facets of the community in the public outreach phase of this project. Strong participation will help to ensure that the final project is a true reflection of the needs and wants of the community.

While much of the outreach will focus on community members and organizations, we will also work very closely with two important stakeholder groups – the Rancho Santa Margarita City Council and City staff.

Preliminary outreach will begin with a team meeting with City of Rancho Santa Margarita City Manager, followed by individual meetings with City Council members. During this initial phase of the project, regular meetings with the City Council, City Manager and City staff will be essential, ensuring that defined project objectives are accomplished. Meetings will also allow the full range of opportunities and constraints to be explored.

Following these internal meetings, outreach will become visible to some segments of the community as meetings with key stakeholders are scheduled. Key stakeholders are defined as those individuals and organizations that are opinion leaders with extensive networks throughout the community. One-on-one meetings with key stakeholders and a group stakeholder meeting are recommended.

The public outreach will begin with a series of community meetings. To create opportunities for widespread participation, a variety of dates and times will be offered for community meetings, including: evening meeting(s); weekday morning meeting(s), with a web cast option; and a Saturday meeting.

Business leaders are another important community group. A special outreach meeting will be hosted specifically for local business.

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To encourage the involvement of youth and their parents, a special youth sports meeting will be held on a Saturday. Youth will be encouraged to share their unique perspective on the development of a sports park.

A variety of communication tools will be utilized to create awareness and interest in the community meetings, including: media outreach, print advertising, banners, letters of invitation, Homeowner Association (HOA) newsletter articles and social media. Recommended social media tactics include: Twitter, Facebook and the City’s website.

For those individuals who are unlikely to participate in a community meeting, we recommend posting a survey on the City’s website. While brief, the survey provides another way for community members to become involved and share their thoughts.

These outreach activities will take place over a three month period, culminating in a City Council workshop or study session, where initial community preferences and concerns will be shared.

TASK# 1 Public Outreach and Education

TITLE RATE HOURS TOTAL Administrator $ 70.00 48.00 $ 3,360.00 Project Coordinator $ 110.00 288.00 $ 31,680.00 Project Manager $ 150.00 344.00 $ 51,600.00 Materials $ 24,000.00 TOTAL 680.00 $ 110,640.00

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Task 2: Preparation of Opportunities and Constraints Report Following the first City Council workshop, the project manager and team will begin to analyze the physical and technical opportunities and constraints. This phase of the project will require numerous briefings with City Council and City staff. It will be important to revisit the project objectives to ensure that we are continuing to move forward in the right direction.

One of the key messages to share with the community at this stage is one of appreciation. We recommend using the City’s e-newsletter, website, Mayor’s articles and other communication vehicles to let the community know that they have been heard and to thank them for their participation and support.

Our outreach team will be vigilant in keeping informed of community perceptions, opinions and concerns. In addition to being excellent communicators, our outreach team is skilled in issues management and crisis communications, anticipating potential problems and addressing them before they become unmanageable. The team’s extensive relationships with community leaders, business leaders, community members and representatives from the media are very unique and highly effective.

At each stage of the project, the outreach team will assess the communications tactics based on community feedback. Tactics may be modified or adjusted to address the needs and interests of the community.

TASK# 2 Preparation of Opportunities and Constraints Report

TITLE RATE HOURS TOTAL Administrator $ 70.00 24.00 $ 1,680.00 Project Coordinator $ 110.00 184.00 $ 20,240.00 Project Manager $ 150.00 216.00 $ 32,400.00 Materials $ TOTAL 424.00 $ 54,320.00

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Task 3: Preparation of Strategic Business Plan After six months of careful data collection and analysis, a dynamic communications plan begins with the release of the Strategic Business Plan. This is the beginning of an exciting phase of communication, and plans will be unveiled using a combination of community outreach and media relations.

Two community meetings will be held to share information. The public will be invited to participate via press releases, print advertising, banners, HOA newsletter articles, as well as announcements using Twitter, Facebook and the City’s website. The website and social media will begin to play a much more significant role in communication and providing regular updates.

Project renderings will be displayed at City Hall and the Bell Tower Regional Community Center. The images will be used to help community members to visualize the huge potential of Chiquita Ridge and the wealth of amenities that are within the community’s reach. Collateral materials will also be available to highlight various aspects of the plan.

Our goal is to secure resounding community support for the project during this task. Once again, outreach tactics may vary depending on community feedback.

TASK# 3 Preparation of Strategic Business Plan

TITLE RATE HOURS TOTAL Administrator $ 70.00 24.00 $ 1,680.00 Project Coordinator $ 110.00 240.00 $ 26,400.00 Project Manager $ 150.00 240.00 $ 36,000.00 Materials $ 15,000.00 TOTAL 685.00 $ 79,080.00

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Task 4: Development of Site Master Plan

As the City Council moves forward with the development of a Site Master Plan, the California Environmental Quality Act (CEQA) process will begin. The importance of regular communication with City Council, City Manager and City staff will continue to be very important during this phase.

Our intent is to have so fully involved community members and key stakeholders, that any questions have already been addressed and any concerns resolved. However, we will be prepared with a variety of outreach tactics should additional concerns be raised, including concerns from surrounding communities.

The outreach team will work closely with the CEQA consultant and will serve in a support capacity. The team will support all activities that involve communication with the public, such as the public hearing. We will assist with the logistical arrangements for the hearing and play a key role in encouraging the community to participate.

TASK# 4 Development of Site Master Plan

TITLE RATE HOURS TOTAL Administrator $ 70.00 144.00 $ 10,080.00 Project Coordinator $ 110.00 288.00 $ 31,680.00 Project Manager $ 150.00 288.00 $ 43,200.00 Materials $ 17,000.00 TOTAL 720 $ 101,960.00

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Five Points That Make KTC Unique and Qualified:

• The experience and expertise of the Keena•Thomas Communications team is unsurpassed, as is our track record in successfully partnering with other businesses and organizations to produce outstanding results for clients.

• Our knowledge and understanding of the Rancho Santa Margarita community and surrounding areas, its history and key stakeholders is invaluable.

• The long-standing relationships that Keena•Thomas Communications has with community leaders, business owners and community members are very unique and highly effective.

• The principals of Keena•Thomas Communications are matchmakers in the best sense of the word, bringing together individuals, businesses, causes and advocates so that important goals can readily be accomplished.

• Keena•Thomas Communications is skilled in a wide array of communication tactics, including: community outreach, public affairs, media relations, crisis communications, strategic message development, legislative advocacy, issues management and grassroots mobilization.

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scope of work

City of Rancho Santa Margarita Project Management Services – RFP No. AS 031510 92 Acres, Chiquita Ridge April 5, 2010

Phases are not necessarily sequential; work in some phases will occur concurrently with work in other phases.

PHASE 1.0 – PRELIMINARY OUTREACH AND PUBLIC EDUCATION PLANS

Task 1 - Community Meetings/Workshops Support Services

A. KTGY will provide support services for four (4) community meetings/workshops to gather public input towards defining key elements of the Chiquita Ridge Master Plan as well as obtaining the public’s observations and attitudes on the current strengths, weaknesses, opportunities and challenges of the project site. Engage the City staff to ground the process in established municipal goals and financial limitations. KTGY will support the workshop process and ensure that important planning fundamentals, land use relationships and synergies, economic pragmatism and other significant characteristics of the Chiquita Ridge Master Plan are introduced into the exercise and discussions. These discussion fundamentals should include:

• Historical background of the Chiquita Ridge area and region • Socio-cultural, demographic and population characteristics of the community and region (existing and projected) • Local economy, employment, job characteristics and economic growth • Traffic and Transportation networks • Existing environmental resources, habitats and other significant ecosystems • Recreational/ entertainment amenities • Significant areas and devices for managing flood control • Sustainability issues • Health and wellness elements • Retail supply • Walkability • Adequate access to cultural and civic arts opportunities and venues • Crime and other safety issues • Existing land use policies, redevelopment areas, etc. • Identification of new trends and “smart growth” measures which will influence the areas future growth and policies • Community form and urban limit lines

Proposal for Master Planning Services – Rancho Santa Margarita RFP No. AS031510 April 5, 2010 Page 1 of 12 Client____ Page 329

B. KTGY will assist the project team in providing limited logistical support, sign-in desk and staff, note taking, and workshop materials. We assume, City staff will compile a mailing list, coordinate notice distribution and will seek to utilize other methods of notification, as appropriate. It is assumed that the City’s bulk mailing permit and labeling will be utilized, with the work effort associated with the mailing and the mailing costs excluded from this proposal. It is also assumed that a separate interactive Web site will not be established for this exercise, and the City’s existing Web site will be utilized for public notifications. The City shall be responsible for any updates to their Web site. The City will provide the venue for all public meetings including the costs of facility rental, audio visual equipment, tables, chairs, directional signs and refreshments.

D. KTGY will support limited Follow-up with meeting/workshop participants to keep the community engaged, invested and informed. Various methods may include direct mail letters, e-mail updates and similar types of notification.

Task 1 Deliverables: • Presentation and Logistical support: speaking, sign-in desk and staff, note taking, directional signs, notices and workshop materials.

Task 1 Meetings: • (4) Community Meetings / Public Workshops • (3) Team Meetings

PHASE 2.0 – OPPORTUNITIES AND CONSTRAINTS REPORT

Task 1 – Project Initiation

A. Attend one Project Initiation Meeting with the City of Rancho Santa Margarita and consultant team to confirm the work program, schedule, and milestone dates for the project. This meeting will also include discussion of project context summary listed below.

B. Conduct one site visit / visual evaluation of the study area to assess all significant existing features, landforms and potential amenity elements. Evaluate and photograph the following site elements:

• General area context comprised of terrain, climate and vegetation. • Both negative and positive contextual elements • Access opportunities and limitations • Direction of prevailing winds • View orientations • Surrounding land uses • Circulation Patterns

C. Review information provided by the Client, which may include, but is not limited to: • General Plan and Zoning • GIS Information • Engineering reports and/or information • Topographic Maps • Parcel Maps/existing surrounding land uses / Surrounding development proposals • City Standards (i.e. parking) • Marketing Reports Proposal for Master Planning Services – Rancho Santa Margarita RFP No. AS031510 April 5, 2010 Client____ Page 2 of 12 Page 330

D. KTGY will utilize base mapping efforts provided by Fuscoe Engineering and adapt base map for planning and design efforts.

Task 1- Deliverables: • (1) Base Map • (1) Planning level Opportunities and Constraints Map

Task 1- Meetings: • (1) Team Meeting • (1) Site Visit

Task 2 – Opportunities and Constraints Plan

A. Summarize graphically the key opportunities and constraints that that will guide the design and development characteristics of the study area. KTGY will support Fuscoe Engineering Constraints analysis and provide key aspects, as defined in Task 1B that influence site design.

Task 2 Deliverables: • (1) Opportunities and Constraints Map

Task 2 Meetings: • (1) Team Meeting

Task 3 - Conceptual Master Land Use Plan

A. Prepare three (3) conceptual land use plans encompassing the project area. Initial alternatives will be prepared in sketch form to minimize cost and expedite review and refinement. Exhibits will be prepared at an appropriate scale to depict the entire analysis area and will include the following “broadly” defined elements:

• Conceptual allocation of land use categories including but not limited to park, open space, retail, and hospitality uses. • Statistical summary (land uses, acreage, densities, yield) • Regional traffic and pedestrian corridors • Master plan amenities, such as parks, water features, open space and environmental areas • Conceptual mass grading for specific land uses

B. Present conceptual land use plans to City, Client and selected members of Client’s consultant team in a workshop setting.

C. Refine plans to be further evaluated by Client’s consultant team. This will include two (2) revisions of each alternative.

D. Provide one (1) illustrative site plan for the preferred Master Land Use Plan.

* KTGY assumes all detailed analysis, programming, and graphics for park/open space will be prepared by RJM Design Group. KTGY will support RJM Design Group efforts as needed.

Proposal for Master Planning Services – Rancho Santa Margarita RFP No. AS031510 April 5, 2010 Client____ Page 3 of 12 Page 331

Task 3 Deliverables: • (3) Conceptual Land Use Plans - (2) Revisions • (1) Illustrative Master Site Plan

Task 3 Meetings: • (2) Team meetings

Task 4 Site Alternative Cross Sections

A. Based on the goals and direction of the Land Use Plans, provide three (3) site cross sections. These sections will include the existing condition as well as the proposed condition including land use, topography, building massing, and conceptual landscaping. All sections will be in color format. Maximum of three (3) sections.

Task 4 Deliverables: • (3) Conceptual Site Alternative Cross Sections - (2) Revisions

Task 4 Meetings: • (0) Team Meeting

Task 5 - Conceptual Visual Illustrations

A. Based on the goals and direction established by the preceding tasks, prepare a series of conceptual illustrations to convey the overall character, theme and design of the preferred master site plan. These will be hand drawn and/or digital renderings. KTGY will work with the client to determine the most appropriate views of the project.

Task 5 - Deliverables: • (2) Conceptual Visual Illustrations

Task 5 - Meetings: • (0) Team Meetings

PHASE 3.0 – STRATEGIC BUSINESS PLAN

A. KTGY will provide project team support during the Strategic Business Plan stage on a limited as-needed basis.

Phase 3 Deliverables: • None

Phase 3 Meetings: • None

PHASE 4.0 – SITE MASTER PLAN

Task 1 Entitlement and Processing

Proposal for Master Planning Services – Rancho Santa Margarita RFP No. AS031510 April 5, 2010 Client____ Page 4 of 12 Page 332

A. KTGY will prepare and process both a General Plan Amendment and a Change of Zone request through the City of Rancho Santa Margarita. Tasks will include preparation of the applications, coordination with City staff, and attendance at public hearings.

B. Provide ongoing Management of CEQA consultant, coordination efforts with TCA, water agencies, appropriate County, State and Federal agencies.

C. KTGY will support four (4) public hearings for entitlement and processing. Including preparation of powerpoint, handouts, booklets, exhibit boards, etc.

D. KTGY will support four (4) public hearings which include two (2) Planning Commission meetings and two (2) City Council meetings.

Task 1 Deliverables: • (1) General Plan Amendment Application • (1) Change of Zone Application

Task 1 Meetings: • (4) Team Meetings • (4) Public Hearings

Assumptions in Work Program:

1. A 24-month period for work preparation is assumed. Should the project exceed this timeframe because of conditions outside of KTGY’s control, then the budget for this Scope of Work will be reevaluated and adjusted as necessary.

2. Client will directly hire consultants to provide landscape, traffic, market, engineering, geology/soils, hydrology, biological studies/jurisdictional studies, additional community outreach, governmental and public relations services in support of master plan and entitlement development.

3. KTGY assumes all detailed analysis, programming, and graphics for park/open space will be prepared by RJM Design Group. KTGY will support RJM Design Group efforts as needed based on available budget.

4. KTGY assumes Community Outreach and Presentations will be lead by client or other sub- consultants on the project team. KTGY will support Community Outreach and presentation efforts as needed on a limited basis based on available budget.

fee proposal

Proposal for Master Planning Services – Rancho Santa Margarita RFP No. AS031510 April 5, 2010 Client____ Page 5 of 12 Page 333

All work conducted by KTGY shall be invoiced on a Time and Material basis. KTGY shall have the ability to move funds between tasks with Client approval, provided that the Total Labor Fee is not exceeded. This budget assumes a 10-month work period.

PHASE 1.0 – PRELIMINARY OUTREACH AND PUBLIC EDUCATION PLANS

Task Description Fee

1 Coordination / Preparation / Follow-up 16,770 2 Community Meetings / Public Workshops (3) 9,300 3 Team Meetings (3) 3,210 Anticipated Materials Cost 2,900 Phase 1.0 Subtotal: $32,180

PHASE 2.0 – OPPORTUNITIES AND CONSTRAINTS REPORT

Task Description Fee

1 Project Initiation 2,690 2 Opportunities and Constraints Plan (1) 1,370 3 Conceptual Master Land Use Plan (3) 19,750 4 Site Alternative Cross Sections (3) 5,300 5 Conceptual Visual Illustrations (2) 7,750 6 Team Meetings 3,450 Anticipated Materials Cost 4,000 Phase 2.0 Subtotal: $44,310

PHASE 3.0 – STRATEGIC BUSINESS PLAN

Task Description Fee

1 Limited Support on an as-needed basis 1,550 Anticipated Materials Cost 0 Phase 3.0 Subtotal: $1,550

PHASE 4.0– SITE MASTER PLAN

Task Description Fee

1 Entitlement and Processing 26,620 2 Public Hearings (4) 7,320 3 Team Meetings (4) 4,280 Anticipated Materials Cost 3,700 Phase 4.0 Subtotal: $41,920

Total Labor Fee For All Phases: $119,960

Retainer Amount (due at execution of contract): $0

Supplemental Tasks (not included in this scope and fee) to help support a complete Master Plan may include, but are not limited to:

Proposal for Master Planning Services – Rancho Santa Margarita RFP No. AS031510 April 5, 2010 Client____ Page 6 of 12 Page 334

• Design Charrette(s) / Visioning Session(s) • Detailed Site Development Program • Detailed Illustrative Site Plan • Additional Conceptual Illustrations • Digital / Scale Modeling • Station Space Plans / Floorplans • Architectural Sections and Elevations • Conceptual Signage and Way-Finding Program • Sustainable Design Strategy • Development Design Guidelines

This scope of work and fee proposal will become invalid after 90 days should both Client and KTGY fail to execute a formal contract.

*All Phases include labor and reimbursable expenses.

Proposal for Master Planning Services – Rancho Santa Margarita RFP No. AS031510 April 5, 2010 Client____ Page 7 of 12 Page 335

compensation

Compensation for our services shall not exceed $119,960 (including limited reimbursable expenses – defined in Scope of Work), billed on an hourly basis using our standard hourly rate schedule which is attached as Exhibit “A”, with the following estimated maximums.

Additional services will be compensated on an hourly basis at the rates set forth in our standard rate schedule as provided in Exhibit “A” attached hereto, in addition to the fees provided in the proposal.

If this proposal is acceptable, please indicate by signing below and initialing each page, including the exhibit pages, making this proposal our agreement for professional services based upon the terms and conditions incorporated through the attached Exhibit “B”.

KTGY Group, Inc. Core Ventures

______

Ken Ryan Client’s Signature Principal Title: KTGY Group, Inc. Core Ventures

Finance_____ Date:

Proposal for Master Planning Services – Rancho Santa Margarita RFP No. AS031510 April 5, 2010 Client____ Page 8 of 12 Page 336

hourly rate schedule

EXHIBIT “A”

Level I: PRINCIPALS & SENIOR MANAGEMENT $190.00/Hour

Level II: DIRECTORS $170.00/Hour (Design/Planning/Architecture)

Level III: ASSOCIATE DIRECTORS $155.00/Hour (Design/Planning/Architecture/Project Management)

Level IV: SENIOR PROFESSIONALS $140.00/Hour (Senior Designer/Planner/Architect)

Level V: PROFESSIONALS $125.00/Hour (Project Designer/Planner/Architect)

Level VI: PROFESSIONAL STAFF $100.00/Hour (Designer/Planner/Job Captain)

Level VII: SENIOR STAFF $ 90.00/Hour (Designer/Planner/Senior CADD)

Level VIII: TECHNICAL STAFF $ 80.00/Hour (Graphics/CADD)

Level IX: ADMINISTRATIVE STAFF $ 65.00/Hour (Dept. Asst./Word Processing)

Reimbursable Expenses, as defined in attached Exhibit “B”, shall be computed based on a multiple of 1.15 times the amounts invoiced to KTGY.

Proposal for Master Planning Services – Rancho Santa Margarita RFP No. AS031510 April 5, 2010 Client____ Page 9 of 12 Page 337

general conditions

EXHIBIT “B”

Services of Consultants: Compensation shall be based on a multiple of (1.15) times any consultants’ invoices to us.

Progress Payments: Payments for Basic and Additional Services and Reimbursable Expenses shall be due and payable upon receipt of the invoice. Invoices for progress payments for Services shall be based on hours incurred on the Project during the previous billing period, unless the basis of compensation is a lump sum unit rate, or percentage fee, in which case progress payments shall be based on our determination of the percentage of services performed through the previous billing period. Any initial retainer amount collected will be applied to the final invoice for services provided. Disputes or questions regarding an invoice or a portion of an invoice shall not be cause for withholding payment for the remaining portions due.

No deductions, offsets or withholdings shall be made from our compensation for any reason unless KTGY has been found to be legally liable for such amounts. Payments to KTGY for compensation and Reimbursable expenses due shall not be contingent on the construction, completion, or ultimate success of the project. Payment to KTGY shall not be withheld, postponed, or be contingent upon receipt by the Client of offsetting reimbursement or credit from the Contractor or other parties causing Additional Services or expenses.

Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on an hourly basis shall be available to the Client or the Client’s authorized representative at mutually convenient times.

Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by us and our employees and consultants, if any, in the interest of the Project, as identified in the following clauses:

• Expense of out-of-town travel in connection with the Project including transportation, lodging, meals, mileage at the standard U.S. Federal rate as provided for under the U.S. Internal Revenue code, long-distance communications and sales taxes. KTGY requires two people to attend all international meetings. All air travel over 4 hours will be either first class or business class fares.

• Fees paid for securing approval of authorities having jurisdiction over the Project.

• Expense of reproductions, postage, messengers, delivery, telecopying, facsimile, and handling of drawings other document, and other data communications and telecommunications.

• If authorized in advance by the Client, expense of overtime work at 1.5 times the employee’s billable rate which is in addition to that required under the Basic Services. Proposal for Master Planning Services – Rancho Santa Margarita RFP No. AS031510 April 5, 2010 Client____ Page 10 of 12 Page 338

• Expense of renderings, models, mock-ups, photography, and reprographics not included under Basic Services.

• Expense of additional insurance coverage or limits, including professional liability insurance, requested by the Client in excess of that normally carried by us and our consultants if any.

Performance: Services provided by KTGY under this Agreement will be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances.

Right to Suspend Services: If the Client fails to make payments when due or otherwise is in breach of this Agreement, KTGY may suspend performance of services upon five (5) calendar days’ notice to the Client. KTGY shall have no liability whatsoever to the Client for any costs or damages as a result of such suspension caused by any breach of this Agreement by the Client. Upon payment in full by the Client, KTGY shall resume services under this Agreement, and the time schedule and compensation shall be equitably adjusted to compensate for the period of suspension.

Survival: Notwithstanding completion or termination of this Agreement for any reason, all rights, duties and obligations of the parties to this Agreement shall survive such completion or termination and remain in full force and effect until fulfilled.

Sole Corporate Remedy: It is intended by the parties to this Agreement that KTGY’s services in connection with the project shall not subject KTGY’s individual employees, officers or directors to any personal legal exposure for the risks associated with this project. Therefore, and notwithstanding anything to the contrary contained herein, the Client agrees that as the Client’s sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against KTGY, a California corporation, and not against any KTGY’s employees, officers, directors, or principals.

Waiver of Consequential Damages: Notwithstanding any other provision of the Agreement, neither party shall be liable to the other for any consequential damages regardless of the nature of this fault or whether it was committed by the Client or KTGY, their employees, agents, subconsultants or subcontractors. Consequential damages include, but are not limited to, loss of use and loss of profit, loss of business, loss of income, loss of reputation or any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty.

Indemnity: KTGY agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Client, its officers, directors and employees (collectively, Client) against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, to the proportionate extent caused by KTGY’s negligent performance of professional services under this Agreement and those of anyone for whom KTGY is legally liable. This indemnity obligation with respect to KTGY's professional services shall only apply to the extent such Claims is/are determined by a court of competent jurisdiction to have been caused by the negligence of KTGY.

The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless KTGY, its officers, directors, employees and subconsultants (collectively, KTGY) against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, to the extent caused by the Client’s negligent acts or omissions in connection with the Project, the negligence of

Proposal for Master Planning Services – Rancho Santa Margarita RFP No. AS031510 April 5, 2010 Client____ Page 11 of 12 Page 339

Client's contractor, its subcontractor, Client's other consultants and the acts of anyone for whom the Client is legally liable. Neither the Client nor KTGY shall be obligated to indemnify the other party in any manner whatsoever for the other party’s sole negligence.

Limitation of Liability: In recognition of the relative risks and benefits of the Project to both the Client and KTGY, the risks have been allocated such that the Client agrees, to the fullest extent permitted by law, to limit the liability of KTGY to the Client for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys’ fees and costs and expert-witness fees and costs, so that the total aggregate liability of KTGY to the Client shall not exceed an amount equal to the refund of KTGY’s fee, or the sum of fifty thousand dollars ($50,000.00), whichever sum shall be less, regardless of theories of liability or causes of action asserted against Consultant unless otherwise prohibited by law.

No Third Party Beneficiaries: Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Client or KTGY.

Proposal for Master Planning Services – Rancho Santa Margarita RFP No. AS031510 April 5, 2010 Client____ Page 12 of 12 Page 340

SCOPE OF SERVICES

Our scope of services outlines the various tasks associated with the preparation of the Sports Park Master Plan for Chiquita Ridge. Tasks and methodology below are based upon the project RFP and our experience with similar projects. The scenario described below is flexible and can be modified to better meet the needs of the City of Rancho Santa Margarita.

In collaboration with Core, and the City Project Manager, our Design Team shall review, elaborate upon, and clarify the overall objectives for the development of the site. We shall also verify the expected goals and criteria to be met within each phase of our services. During this review, we shall determine appropriate procedures to promote efficient working relationships and communication among all participants who need to interact with the Design Team.

TASK 1- PRELIMINARY OUTREACH and PUBLIC EDUCATION PLANS Needs Assessment (see supplemental service)

TASK 2- OPPORTUNITIES AND CONSTRAINTS REPORT Project Familiarization

A. Meet with Core and City staff to review project scope, requirements for the site, refine time schedules and review the existing site documentation. Work with City staff in refining the Workshop Process to address specific issues and considerations to be addressed.

B. Review available base map and resource information provided by the City. In general, we anticipate the following resources will be furnished by the City:

1. Topographic Survey for the project area (Digital format with 1-foot contours, includes boundary survey and easements) 2. Existing and proposed Infrastructure Plans (Street, Sewer, Water, and Storm Drain) 3. Property Line Information/Title Report 4. Adjacent Development Plans 5. Utility Easement Plans 6. Existing Soils Investigation Information 7. Existing bikeway/trail master plan 8. Previous Environmental Impact Assessment 9. As Built Information of Existing Water District Facilities, Adjacent Street and Public Facilities Page 341

10. Utility Record Maps/Atlas Sheets 11. Existing Geotechnical Soils Investigation Information and Report

C. Review State and local codes and standards applicable to site development.

D. Review topographic mapping and field survey from City.

E. Conduct visual analysis of existing conditions of the project site including, utilities, drainage, and topography, easements, physical limitations, external influences, access, adjacent property relationships and advise the City regarding what additional analysis might be necessary.

MEETINGS: (1) Kickoff meeting with key players to obtain documentation and establish project schedule. Visual analysis of existing conditions.

PRODUCTS: Resource document file.

DETAILED SITE ANALYSIS (Entire Site)

Our next task will be to physically review, analyze, and document all existing site assets and liabilities. The analysis of the site and surrounding relationships shall be reviewed in regard to potential phasing for infrastructure and site improvements for initial and future construction for a variety of potential land use options (i.e., sports park, box store, aquatic facilities, and hotel).

A. Conduct site analyses/overview of existing site conditions. This analysis will provide for an on- site assessment of existing conditions and their relative effect on alternative development options. This work will document/evaluate existing topography, site orientation/aspect, access to adjacent vehicular and pedestrian circulation, vegetation, drainage patterns, etc. Likewise this overview will identify adjacent and proposed recreational activity and uses which may complement the projects design and connectivity to the community.

B. Review utility availability map showing existing utilities and their locations. (Provided by other team members)

C. Evaluate circulation and site access opportunities.

D. Prepare site analysis and opportunities and constraints map.

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E. Prepare schematic grading plan/analysis exhibit to determine the feasibility/benefit of eliminating/reducing the existing hillside slope area adjacent to the 241 corridor. The goal is to determine the potential benefit to the future site development by reducing the size of the land mass and it’s associated down slope into the site area. The goal is also to confirm the opportunity to maintain visual screening to the proposed ball field light poles and fixtures.

F. Meet with Core and City staff to review site survey, site analysis and opportunities /constraints exhibits.

MEETING: (1) City staff meeting to present and discuss findings

PRODUCTS: Opportunities and constraints / site analysis exhibits, site access evaluation, schematic grading/berm analysis exhibit.

LAND USE PLANNING STUDIES

Assist the Core team in developing up to (3) alternative schematic land use plans that may include a variety of potential land uses (i.e., sports park, box store, hotel, aquatic facilities). RJM to work with project architects and other Core team members to test and evaluate up to (3) land use alternatives.

A. Based on program elements/options prepared by other Core team members, we will assist in the development of schematic plans to test the physical limitations of the entire site area with respect to topography, access, circulation, and capacity.

B. Develop schematic plans for the Sports Park area to confirm capacity, field layout, facility relationships, linkages, access and circulation. (3 schematic plans)

C. Meeting with Core team members to review and discuss schematic plans.

D. Refine schematic Sports Park plans based on Core input and direction.

E. Commence preparation of preliminary cost estimates for the schematic Sports Park plans (3 cost estimates).

F. Meeting with Core and City staff to review and discuss refined schematic plans and preliminary cost estimates. Note: The goal is to assist the City in selecting a preferred schematic plan that identifies the preferred sports park site location, size, and configuration. This will allow for the development of the Sports Park Master Plan.

MEETING: (1) Meeting with CORE to present and discuss findings. (1) Meeting with CORE and City.

PRODUCTS: (3) Schematic Overall Land Use Plan alternatives Page 343

(3) Schematic Sports Park alternatives (3) Preliminary Sports Park cost estimates

TASK 3- STRATEGIC BUSINESS PLAN COMMUNITY WORKSHOP (SPORTS PARK MASTER PLAN)

A primary service proposed within our overall scope of work is an intensive design workshop phase. During the Community Participation and Master Plan Design Phase a design workshop will be conducted involving a site awareness tour, park element discussions and a design charette for the Park Master Plan. The workshop will involve various Community Groups, Sports Groups, City Staff, and any other special interest representatives. The Community Participation and Master Plan Design Phase is an intensive and concentrated scenario of site planning, area projections, and functional relationships. This phase is one of the most important aspects of the entire project, in that it shall establish the immediate foundation and relationships for all the Sports Park components.

A. Prepare draft questions for individual and small group exercises for Community Workshop #1.

B. Prepare draft workbook for site awareness tour. Field test workbook with the City Staff and refine.

C. The consultant shall conduct a 1/2-day park awareness tour and design charette in a workshop setting for up to 50 participants. The steps involved with workshop #1 are suggested to be as follows:

• Introduction, purpose, process, opportunities/constraints • Conduct awareness tour on-site during design workshop. • Conduct individual and small group exercises. • Conduct design charette. • During the workshop, develop up to 3-site plan alternatives for the project at conceptual level.

D. Compile summary of workshop #1 consensus items.

E. Compile a summary bubble diagram of workshop Consensus plan(s) showing spatial relationships for each program element (sports fields, basketball/volleyball courts, restrooms, parking, etc.) and circulation.

F. Develop Consensus Bubble Diagram reflecting an “inclusive” compilation of the various Group Bubble Diagrams. This plan will distill the various Group Plans into one consensus Diagram indicating the projects conceptual organization/layout of the various program elements. Page 344

G. Attend meeting with Core and City Staff to present and discuss results from the design workshop, including the Group and Consensus Diagram.

H. Develop Preliminary Master Plan. This plan will provide an illustrative plan review for the proposed Sports Park site. The various program elements as indicated on the Consensus Diagram. These various elements (sports fields, basketball/volleyball courts, spectator viewing areas, concession/restroom facilities, parking, etc.) will be illustrated at an appropriate scale and incorporate necessary setbacks, sightlines, offsets, etc. The “footprint” for the proposed structures (restroom/concession buildings, etc.) will be provided at a size required to accommodate the proposed program – as defined by City staff. These building “footprints” will be configured to complement the overall master plan and will define exterior spaces at the building perimeter.

I. Review opportunities for water quality and providing an integrated environmental/sustainable fabric throughout all proposed park elements. Provide schematic bio-swale alignments and locations to insure treatment of all site run-off prior to its discharge into the storm drains.

J. Discuss potential opportunities for revenue generation, public/private partnerships, corporate sponsorship, vendors, concessions, rentals, etc.

K. Review preliminary Master Plan Illustrative with Core and the City.

L. Develop conceptual grading plan indicating conceptual earthwork for the proposed improvements. This grading study will be utilized to determine preliminary earthwork quantities for the proposed grading of the project area. This information will be included in the Preliminary Opinion of Probable Construction Costs project cost estimate.

M. Refine preliminary Master Plan for the proposed based on City staff direction for the sports park site including, but not limited to site access, parking, sports fields, building components, picnic areas, and trails.

N. Prepare a PowerPoint presentation and Conduct Workshop #2, a feedback meeting in coordination with the City staff, to present the summary of group bubble diagrams from Workshop #1, the consensus diagram and the master plan.

O. Refine/Revise Master Plan based upon input received from Workshop #2, and the City’s direction.

P. Meet with Core and the City to present and discuss the refined Master Plan.

MEETINGS: (1) ! day Workshop #1 (3) City Staff Meetings (1) Workshop #2 Feedback Session Page 345

PRODUCTS: Workshop Summary, “tally” of preferences input received from workshop participants, Group Plans, Group Bubble Diagrams, Consensus Bubble Diagrams, Preliminary Architectural Footprints, Master Plan Illustrative.

SPORTS PARK BUDGETING

Prepare quantity calculations and Preliminary Opinion of Probable Construction Cost Estimates for the sports park in accordance with City requirements utilizing current construction cost data and similar project construction item bids from recent projects and compare to established project budgets.

A. Prepare a Preliminary Opinion of Probable Construction Costs.

Services relating to the development of a Preliminary Opinion of Probable Construction Cost based on programming and scheduling studies and consisting of:

• Conversion of programmed requirements to net area requirements. • Development of initial approximate gross facility areas. • Evaluation of construction market conditions. • Application of unit cost data to gross areas. • Estimates of related costs such as site and facility development, landscaping and utilities.

This cost analysis will identify all softscape and hardscape costs proposed to occur with the project development.

Note: As an optional service, our firm suggests the evaluation of the city’s program for the proposed sports fields and the anticipated annual maintenance budget. This evaluation will provide for an assessment of the pros and cons of developing/installing synthetic versus natural turf fields. This evaluation will have impact on the project construction and maintenance costs. The ultimate recommendation could result in combination of natural turf fields in concert with synthetic fields and reflect a prescription for field surfacing based upon demand and down time for maintenance. Additionally, this information will assist the City in identifying dedicated or multi-purpose fields for the specific sports programs within the community. The athletic field surfacing evaluation is noted as Supplemental in our fee schedule.

B. Meet with Core and City for review of preliminary Master Plan, and budget estimates.

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C. Based upon City comments and direction provide modifications to the preliminary statement of probable construction cost.

MEETINGS: Preliminary Master Plan and Budget Estimates

PRODUCTS: Preliminary Opinion of Probable Construction Cost Estimate

SPORTS PARK MASTER PLAN REVIEW/APPROVAL

A. Submit Master Plan exhibits and preliminary Cost Estimate to Core and City staff.

B. Prepare PowerPoint presentation for Planning Commission and City Council hearings and submit to CORE and City staff for review and comment.

C. Refine Master Plan presentation based upon City staff comments and CORE direction.

D. Submit Final Master Plan presentation and preliminary Opinion of Probable Construction Costs to Core.

E. Prepare for and attend presentation to City Planning Commission and Council for approval of the Sports Park Master Plan.

MEETINGS: (1) - City Staff/Project Committee meetings (2) – Public Presentations (Planning Commission and City Council Hearing)

PRODUCTS: Master Plan Illustrative, Cost Estimate, and PowerPoint Presentation.

TASK 4- CEQA/ 35% PLAN PREPARATION Prepare Preliminary Design Plans and attend requested meetings to assist the team with the CEQA process. Prepare and refine exhibits to reflect requested changes that are identified through the evolution of the approval process.

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FEE SUMMARY It is the objective of the Consultant Team to provide the most efficient approach to CORE and to the City of Rancho Santa Margarita for the development of the Sports Park Master Plan for Chiquita Ridge. Fees for each phase of the scope of work are as follows:

Task 1 PRELIMINARY OUTREACH and PUBLIC EDUCATION PLANS Athletic Facilities “Needs Assessment” ...... Supplemental Service

TASK 2- OPPORTUNITIES AND CONSTRAINTS REPORT Project Familiarization ...... $ 8,500 Detailed Site Analysis ...... $12,500 Land Use Planning Studies ...... $27,360 ...... Sub Total $48,360 Reimbursable Expense Allowance ...... $ 5,000 ...... Total $53,360

TASK 3- STRATEGIC BUSINESS PLAN Community Workshop Project Master Plan $41,250 Project Budgeting $ 7,800 Master Plan Review/Approval...... $ 8,500 ...... Sub Total $57,550 Reimbursable Expense Allowance ...... $ 5,000 ...... Total $62,550

TASK 4- CEQA/ 35% SPORTS PARK PLAN PREPARATION Preliminary Design Plans $149,950 (Estimate) Reimbursable Expense Allowance ...... $ 15,000 ...... Total $ 164,995

Project Total $280,905

Note: This fee summary represents our current understanding of the project scope and complexity for the Sports Park Plan for Chiquita Ridge. We welcome the opportunity to meet with you to discuss our approach to this Scope of Work and review it as necessary to more accurately meet the needs of the Core and the City. The above fee is based upon an estimate of required man hours and hourly rates per task.

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ADDITIONAL SERVICES

Additional services to be provided upon client authorization and billed per the hourly fee schedule:

A. Changes to the Basic Services, including preparation of additional exhibits, visual simulations, and attendance at additional meetings, presentations, or hearings.

B. Revisions to drawings, maps, or other documents, which are inconsistent with previously given approvals or instructions.

C. Revisions to drawings, maps, or other exhibits as a result of public hearings and subsequent changes in previously given approvals or instruction.

SUPPLEMENTAL SERVICES

A. Prepare an Athletic Facilities “Needs Assessment” ($75,000)

B. Prepare for and conduct a separate “Community Sports Park Tour and Workshop”. This would involve public officials and select members of the Community (anticipate 20-30 participants). This Workshop would entail a half day tour of up to 4 Sports Parks to review and analyze the layout, function, and aesthetics, etc. and follow up exercises and discussions to summarize the various points of view. The objective of this Workshop is to begin to develop a common point of reference as to what the specific goals and objectives are for the RSM Sports Park. ($15,000)

C. Prepare sports field surfacing report. Meet with City staff to discuss anticipated sports field programming needs, anticipated maintenance funding and maintenance time frame allocation and provide suggested recommendations for sports field surfacing (natural turf versus synthetic turf or a combination thereof). The report shall summarize the associated costs and benefits of the recommendations. ($5,500)

REIMBURSABLE EXPENSE ALLOWANCE

All reimbursable costs including plotting, printing, reproduction, photo and delivery will be billed to the City of Rancho Santa Margarita in addition to the basic fee at cost plus 15%. To avoid an allowance for reimbursable printing, we suggest that the City open an account with a local blueprinting company, which would save the City dollars allotted to consultant administration mark up.

When incurred, the following project expenses will be billed at cost plus 15% handling fee. • All reproduction, copying, printing, plotting, photography, graphics, and delivery. • Special rendered exhibits and printed reports. • Specialty studies, models, photo simulation, etc. • Soils Testing

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HOURLY RATES

Below is RJM Design Group hourly rate schedule, this schedule shall be made part of our quote for use in invoicing for Progress payments and for extra work incurred that is not part of the RFP.

RJM DESIGN GROUP, INC. PRINCIPAL LANDSCAPE ARCHITECT $165.00 per hour ASSOCIATE LANDSCAPE ARCHITECT $145.00 per hour LANDSCAPE ARCHITECT / PROJECT MANAGER $125.00 per hour JOB CAPTAIN / LANDSCAPE DESIGNER $110.00 per hour CADD TECHNICIAN $ 95.00 per hour DRAFTSPERSON $ 80.00 per hour WORD PROCESSOR $ 65.00 per hour

Billings for all time and materials and contract extension work shall be in accordance with the level of work performed and will be broken into the categories listed above.

Fees will be escalated each August 1st in accordance with any increase in the Consumer’s Price Index or other mutually agreed upon cost index, beginning with August 1, 2011.

All provisions for fee escalation pertain to all contract extensions and additional work.

TERMINATION OF AGREEMENT

This agreement may be terminated by either party upon seven (7) days written notice via registered mail, should the other party fail substantially to perform in accordance with its terms through no fault of others. The Landscape Architect shall be paid his compensation for expenses then due. If a dispute arises under this contract and litigation is instituted, the prevailing party shall be entitled to recover all reasonable attorney fees.

PAYMENTS

Payments will be due and payable on a monthly basis following the completion of any substantial phase of work. Carrying charges for overdue accounts beyond 30 days of billing date are charged at 1-1/2% of the amount due, compounded monthly.

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! Page 356

Task 3 Preliminary Cost Estimates for the overall site development Task 5 Budget Development – Construction and Phasing Schedules

The core business of The Moote Group since its establishment in 1974 has been to estimate infrastructure and finished lot costs associated with residential, commercial and mixed-use land development projects. Although we have evolved into a full-service land management firm, our reputation is founded on our ability to tell you what a project is going to cost when you really need to know.

The Moote Group offers an independent third party opinion on the development cost for a piece of land in today’s market. We estimate the costs to develop – everything from grading and utilities to consultant and permit fees – so that you know what you’re getting and how much to pay for it.

We’ll also help you save money through value engineering, planning and design consultation, fee studies and constructability reviews so that your team gets it right from the start. During the purchasing phase, we can provide bid administration, solicitation and negotiations with prospective contractors.

The Moote Group has evolved into a recognized authority in the construction industry with expertise in:

• Initial cost estimates based on a conceptual plan • Planning and design consultation with value engineering • Review of site, soils data, plans and development • Constructability analysis, sequencing, phasing and logistics • Fee studies • Cost estimates and cash flow schedule • Land acquisition support • Due diligence support

Page 357 !"#$%&'()*(+,%!(-./%012324,5%

F. OVERVIEW AND APPROACH: Chiquita Ridge is a prominent topographic feature between Antonio Parkway and the 241 Toll Road in the southern portion of the City of Rancho Santa Margarita. This relatively undeveloped parcel consists of 92 acres of largely westerly sloping hillside terrain. It is the goal of the City to analyze the potential improvement of 55 acres of the site, 23 acres as community sports facilities and 32 acres as private commercial development. The purpose of SMC’s involvement with the project will involve geotechnical support to the CORE/JV Team and the City in the preparation and completion of the CEQA document for this improvement. Based on the published reports, Chiquita Ridge is underlain predominantly by bedrock of the Sespe Formation and, to the extreme west by the Vaqueros Formations. The non-marine Sespe Formation is composed of interbedded shales, sandstones, and conglomerates. The Vaqueros Formation is composed of marine sandstones and conglomerates, with lesser siltstone and claystone units. Two landslides are mapped in the southwestern ridgeline above Antonio Parkway, and may significantly impact site development. Bedrock structure within the ridge is inclined at 5 to 15 degrees below horizontal, to the west. Westerly facing slopes cut in the bedrock will expose bedding surfaces that may require remedial grading to be properly stabilized. Drainages that transect the property contain thick accumulations of soft, surficial soils that will need to be removed prior to fill placement. These geologic conditions all have impacts on the proposed developments civil design, remedial earthwork grading, groundwater, limits of development, earthwork quantities, import/export materials, traffic, and cost of construction, to name a few. Our services will be focused to refining the technical understanding of the site and developing meaningful opportunities and constraints from a grading and land development perspective. Our involvement will be provided in Task 1 to develop a basic geotechnical understanding of this specific property, in support of the Public Outreach and Education, and in Task 2 to confirm or modify this understanding with direct observation and testing at the feasibility level, to provide a technical foundation and basis to the Opportunities and Constraints Report preparation.

H. COMPENSATION/PAYMENT SCHEDULE: Our proposed services and the associated fees are detailed in the attached Table 1, Compensation. Our services will be focused to technical evaluation and support to the City and the Chiquita Ridge CORE Team. In this capacity, our services will be provided during Task 1: Support for Public Outreach and Education, and Task 2: Opportunities and Constraints Report Preparation. The estimated fees are: Task 1: Public Outreach $19,000.00 Task 2: Opportunities and Constraints $40,000.00 Insurance and Reimbursables $ 9,000.00 Estimated Total $68,000.00 The proposed fees are subject to review and revision after a period of 6 months.

Page 358 April 6, 2010 Proposal No. S103431 Page No. 2

I. CERTIFICATION OF INSURANCE: Our certificates of insurance are presented in the attached Appendix A. It is noted our errors and omissions coverage is currently limited to $1,000,000/occurrence. Our carrier is prepared to provide a rider to increase our project e&o coverage to $2,000,000/occurrence, upon proposal authorization.

J. CERTIFICATION OF PROPOSAL: A signed “Non-Collusion Affidavit” is provided in Appendix B.

Page 359

Work Program

Task 1: Development and Implementation of Preliminary Outreach and Public Education Plans

Not Applicable for BIO Services

Task 2: Preparation of the Opportunities and Constraints Report

Task 2.1: Review Available Literature

PCR will review all available relevant and up-to-date literature and data on sensitive habitats and species distribution to determine those resources that have the potential for occurrence within the study area. PCR conducted a preliminary review of information during the development of this Scope of Work in order to accurately identify work tasks. At a minimum, such documentation included the listing packages for each endangered and threatened species potentially occurring within the study area, Federal critical habitat designations, the U.S. Fish and Wildlife Listed Species Occurrences Data Base, the Orange County Southern Subregion Habitat Conservation Plan (HCP), and the California Natural Diversity Data Base (CNDDB) information regarding sensitive species and habitats known to occur in the region. All appropriate and available biological documentation, surveys, published research and maps will be compiled, reviewed, and analyzed. Additional information sources consulted may include scientific journal articles and historic and current aerial photographs, as appropriate.

Task 2.2: Conduct General Habitat Assessment and Biological Survey

A general habitat assessment and biological survey will be conducted to determine the presence of common wildlife and plant species within the study area and the potential for the study area to support sensitive species. As part of this effort, an inventory of all plant and animal species observed or detected will be compiled for use in the comprehensive documentation required for the preparation of CEQA documentation and in support of regulatory permit applications.

During the field assessment, PCR will prepare a vegetation map with the use of an aerial photograph and topographic map to determine the presence and extent of each plant community within the study area. Based on the information provided for the preparation of this proposal, our preliminary research, and our knowledge of biological resources in the area, the field investigation will include a general habitat assessment for the sensitive plant and animal species reported in the vicinity of the study area. At the conclusion of the field !

PCR Services Corporation Chiquita Ridge Griffins Structures, Inc. dba CORE Ventures 1 April 2010

Page 360 !""#"$%&#%'()'%#*%+,(-.*.(/%+'01(%.2% /#-34(2'5! mapping, the plant communities will be digitized using Geographic Information Systems (GIS) technology for use in the constraints analysis and calculations of the aerial extent of each plant community.

This task does not include the cost for any focused surveys that may become warranted upon the findings of the general field reconnaissance. Should focused surveys be warranted, the City of Rancho Santa Margarita will be contacted and a separate scope of work will be submitted.

Task 2.3: Conduct Burrowing Owl Habitat Assessment, Burrow Survey, and Prepare Letter Report

PCR biologists will conduct a Phase I, Habitat Assessment and Phase II, Burrow Survey of the study area, plus a 500-foot buffer zone around the study area’s perimeter, to identify potentially suitable habitat for the burrowing owl. Surveys will be consistent with the protocol established by The California Burrowing Owl Consortium, 1993 Burrowing Owl Survey Protocol and Mitigation Guidelines. Appropriate burrowing owl habitat includes annual and perennial grasslands, deserts, and arid scrublands characterized by low-growing vegetation. The burrow survey will focus on individual burrowing owls or burrows, as well as diagnostic signs of their occurrence such as feathers, cast pellets, “white wash”, prey remains, or eggshell remains at burrow entrances. Transects will be utilized, spaced no more than 30-meters apart, to allow 100 percent visual coverage of the ground surface. A map will be prepared indicating the location of any burrowing owls and/or their burrows (if applicable).

Pursuant to agency summary guidelines, a report summarizing the results of the survey shall be submitted to the CDFG within 30 days following the completion of the habitat assessment. PCR will prepare a report, consistent with the Burrowing Owl Survey Protocol and Mitigation Guidelines, describing the study area, survey methodology, and survey results. This report will include a determination of the burrowing owl status on-site as well as a graphic depicting the locations of observations (if applicable).

If evidence of burrowing owls or their sign are found present on-site, Phase III Census and Mapping Surveys for the owls would be recommended in accordance with the burrowing owl protocol. Four additional surveys would be necessary during the peak-breeding season (April 15 to July 15). A detailed scope of work and budget will be submitted separately to conduct Phase III surveys, if necessary, and is not included in this proposal.

In an effort to minimize costs, the Phase I, Habitat Assessment and Phase II, Burrow Survey will be conducted concurrently with the General Field Reconnaissance (Task 2.2 above). Therefore, the cost associated with this task is for preparation of the letter report only.

Task 2.4: Conduct Jurisdictional Waters Delineation and Prepare Report

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PCR Services Corporation Chiquita Ridge Griffins Structures, Inc. dba CORE Ventures 2 April 2010 ! Page 361 !""#"$%&#%'()'%#*%+,(-.*.(/%+'01(%.2% /#-34(2'5!

PCR reviewed USGS topographic maps and aerial photography to prepare this Scope of Work. Upon preliminary analysis, it was determined that drainages to exist within the study area which may be subject to the jurisdiction of the U.S. Army Corps of Engineers (ACOE), Regional Water Quality Control Board (RWQCB), and/or the CDFG. PCR biologists will perform a detailed delineation of all potentially jurisdictional areas within the study area using the protocol stipulated by the ACOE and RWQCB under Sections 404 and 401 of the Clean Water Act and by the CDFG under Section 1600-1616 of the California Fish and Game Code. Upon completion of the delineation, a “stand-alone” report documenting all jurisdictional “waters of the U.S.,” “waters of the State,” and wetlands will be completed. The report will include a map illustrating the location, extent and acreage of all jurisdictional “waters of the U.S./State;” the field data sheets which include information on soils, vegetation, and hydrology; a brief discussion of the relative quality of each drainage feature; and an approximation of duration of surface flow (i.e., ephemeral, intermittent, or perennial). In addition, a brief discussion of the permitting requirements based on the acres of jurisdictional “waters of the U.S./State” and any other issues that may complicate the permitting process will be included.

Task 2.5: Prepare Biological Constraints Analysis

The study findings will be summarized in a comprehensive letter report which will be submitted to the City of Rancho Santa Margarita. The content of the report will include the study methodology, the existing conditions, and a characterization of potential constraints within the study area.

Task 2.6: Coordinate with Project Team

PCR will be available to coordinate with the City of Rancho Santa Margarita and/or its representatives that are working on the project. Additionally, PCR will be available to respond to requests for additional information. This task would also cover the necessary conference calls, up to three (3) project team meetings, follow-up meeting memos/minutes, and general coordination with lead agencies or other project team members. For budgeting purposes, PCR suggests an allowance for this purpose, as shown in the proposed budget below.

Task 3: Preparation of a Strategic Business Plan

Not Applicable for BIO Services

Task 4: Development of a Site Master Plan

Task 4.1: Prepare CEQA Level Technical Biological Resources Assessment

A comprehensive report documenting the study findings will be prepared and submitted to the City along with appropriate graphics. This report will be prepared according to accepted !

PCR Services Corporation Chiquita Ridge Griffins Structures, Inc. dba CORE Ventures 3 April 2010 ! Page 362 !""#"$%&#%'()'%#*%+,(-.*.(/%+'01(%.2% /#-34(2'5! scientific and technical standards consistent with requirements of the CEQA and all other pertinent reviewing agencies and organizations. To the extent possible, within an inherently technical discipline, report language will be designed for understanding by the lay reader. The content of the report will include the methodology, existing conditions, a comprehensive species compendium, locations of any sensitive species found on-site, discussion of proposed impacts, and a list of proposed mitigation measures to offset potentially significant impacts from future development.

Delineated resource data will be digitized utilizing Geographical Information Systems (GIS) to increase the precision of acreage calculations. Proposed project impacts will be analyzed using GIS if project plans are supplied digitally. Although all species observed or potentially occurring on the study area will be indicated in the report, sensitive species will be addressed in greater detail.

The budget for this task is based upon the analysis of one development plan for use in the Draft Environmental Impact Report (DEIR). The cost of additional unforeseen analyses based on changes to the development plan or extensive edits necessary due to comments from the project team are not included in the cost for this task and will be billed on a time and materials (T&M) basis.

Task 4.2 Conduct Pre-application Meeting

PCR will represent the project at an on-site meeting with the ACOE, RWQCB, CDFG, and representatives of the City. In preparation for this meeting, exhibits will be prepared showing all areas evaluated during field investigations and biological surveys, the results of the jurisdictional delineation, proposed avoidance, impact areas in the context of adjacent land uses and stream contiguity, and proposed mitigation areas. Discussions with the agencies will focus on expectations of the project-related impacts and the range of mitigation measures that need to be considered during the permit evaluation phases.

Task 4.3: Prepare Federal & State Regulatory Permit Application Package

PCR will review all available data and prepare applications necessary to acquire a Clean Water Act (CWA) Section 404 Permit (Nationwide Permit or Individual Permit) from the ACOE, a Fish and Game Code Section 1600 Streambed Alteration Agreement from the CDFG, and a CWA Section 401 Water Quality Certification and Porter-Cologne Water Quality Control Act Waste Discharge Requirements from the RWQCB. Information to be incorporated into the regulatory applications will include the existing conditions, proposed impacts, and proposed mitigation for the project area. In addition to the standard regulatory application forms, the regulatory application package will also incorporate cultural resources information as specified by the ACOE, and project alternatives dictated by the ACOE Individual Permit (if applicable); a hydrological study, measures to protect fish, wildlife, and plant resources, and a final CEQA document as warranted by the CDFG and RWQCB; and RWQCB warranted hydrology data, a Water Quality Management Plan (WQMP) and project- specific pre- and post-construction water quality treatment best management practices,

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PCR Services Corporation Chiquita Ridge Griffins Structures, Inc. dba CORE Ventures 4 April 2010 ! Page 363 !""#"$%&#%'()'%#*%+,(-.*.(/%+'01(%.2% /#-34(2'5! including Low Impact Development (LID) designs. The applications and supporting documentation will be provided to the City for review prior to submitting it to the agencies.

This task assumes one impact analysis for one plan. Should the project design be revised, and warrant a new impact analysis and revisions to the permit application package, time spent on the additional analysis will be billed on a T&M basis in accordance with the attached rate schedule.

If project related impacts require an ACOE Individual Permit, Tasks 4.5-4.7 will be warranted.

Task 4.4: Prepare Conceptual Habitat Mitigation Monitoring Plan/Water Quality Management Plan

The initial stage in developing the Conceptual Habitat Mitigation Monitoring Plan (HMMP) is to review project information and documents, develop a set of preliminary mitigation options, and conduct a field investigation of feasibility. The Conceptual HMMP will summarize impacts and propose specific creation, restoration, and/or enhancement strategies that will result in functional gains. Preliminary information will be presented regarding site selection, weed eradication, plant palettes, maintenance procedures, monitoring protocols, and success criteria. At a minimum, the Conceptual HMMP will address mitigation for impacts to jurisdictional “waters of U.S./State.”

Should opportunities for on-site mitigation not be feasible, PCR will research off-site mitigation banks, in-lieu-fee agreements, and resource conservation districts to determine the availability of mitigation land that may be used to satisfy the agencies’ mitigation requirements. Should land not be available through these potential resources within the watershed or surrounding areas, it will be the responsibility of the City to find an off-site area approved by the regulatory agencies, to satisfy their mitigation requirements.

The Conceptual HMMP shall be prepared in accordance with agency guidelines and provide sufficient detail for evaluation of the adequacy of the proposed mitigation. Exhibits shall include both graphical and GIS-based figures. A WQMP section will describe various Best Management Practices (BMPs) to be implemented to address RWQCB requirements. PCR will attend necessary meetings and coordinate with agency personnel to ensure approval of the Conceptual HMMP.

This task does not include preparation of a final HMMP/WQMP. Should the agencies warrant a final HMMP/WQMP, PCR will be pleased to provide subsequent proposal at a later date.

Task 4.5: Prepare ACOE Public Notice (For Individual Permit Only)

If project impacts warrant an ACOE Individual Permit, PCR will prepare a Public Notice (PN) shortly following the submittal of the permit applications on behalf of the ACOE for the required 30-day public comment period. A preliminary alternatives analysis will be included !

PCR Services Corporation Chiquita Ridge Griffins Structures, Inc. dba CORE Ventures 5 April 2010 ! Page 364 !""#"$%&#%'()'%#*%+,(-.*.(/%+'01(%.2% /#-34(2'5! in the draft PN, if necessary. It will be the responsibility of the City and/or its representatives to provide three on-site and two off-site project alternatives to be incorporated into the PN. All documents will be formatted to meet ACOE specifications and sent electronically to the ACOE Project Manager for review, approval, and circulation.

Task 4.6: Respond to Comments on the Public Notice (For Individual Permit Only)

Once comments on the PN begin to be received by the ACOE, PCR will ensure the comments are addressed as they come into the ACOE office to allow responses to begin prior to the end of the comment period. As necessary, comments will be transmitted to the project team for review and preparation of responses for specialized areas. Responses will be prepared and forwarded to the ACOE. This task assumes a straightforward comment period with a moderate amount of public comments (approximately four to ten comments). If the process becomes controversial this task may expand and additional time may be required to complete the process.

Task 4.7: Prepare Environmental Assessment (For Individual Permit Only)

PCR will assist the ACOE and prepare a draft Environmental Assessment (EA). PCR will coordinate with the City and the ACOE on all aspects of preparation of the EA, including development of the Purpose and Need Statement, screening criteria for alternatives and analysis of on- and off-site alternatives. It will be the responsibility of the City and/or its representatives to provide three on-site and two off-site project alternatives to be incorporated into the EA. PCR will begin to prepare sections of the EA as soon as the PN is completed and the comment period begins. A full analysis of alternatives will be completed to meet the requirements of the 404(b)(1) guidelines developed by the Environmental Protection Agency. As comments on the PN are received, they will be reviewed, processed and both the comments and responses will be made part of the EA.

Task 4.8: Regulatory Coordination

Upon submittal of the regulatory permit application, PCR will be available to respond to requests for additional information and act as the point-of-contact for all inquiries with the ACOE, CDFG, and the RWQCB. The proposed budget for this task is an estimate based on our availability to provide a comprehensive and complete permit application and the time necessary to complete the consultation with each agency. If the process becomes contentious, additional species are identified, or there has been a change in agency personnel (whom may evaluate the project differently or ask for additional information) this task may expand and additional time may be required to complete the process.

Task 4.9: Coordination with Project Team

The PCR project manager will be the primary point of contact responsible for the day-to-day coordination and oversight of the environmental review process related to biological resources. PCR will be responsible for the project schedule, the budget, and the quality of

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PCR Services Corporation Chiquita Ridge Griffins Structures, Inc. dba CORE Ventures 6 April 2010 ! Page 365 !""#"$%&#%'()'%#*%+,(-.*.(/%+'01(%.2% /#-34(2'5! all deliverable products. PCR will be available to attend team meetings, which may include, among others, engineers, contractors, and representatives of the City. This task can include assessing and advising on proposed impacts and the environmental review process. PCR will be available to respond to requests for additional information and when necessary via telephone, e-mail, or fax.

Task 4.10: Prepare Regulatory Compliance Package (Optional)

Once all of the required Federal and State project-related environmental authorizations have been received, PCR will compile a Regulatory Compliance Package. Each permit will have several requirements that need to be met before work can commence on the site. These requirements may include pre-construction notices to the agencies, posting of a performance bond, and contractor education. In addition, there are typically follow-up requirements that are due within a certain period after initiation of work (e.g., conservation easements, final mitigation plans, etc.). The Regulatory Compliance Package summarizes all follow-up compliance issues in a “punch-list format” including which permits require them, submittal due dates, and when the permits expire. In addition, copies of each permit will be bound as part of the package for easy reference. This package may be used to satisfy regulatory requirements that contractors have copies of all permits on-site and would be valuable as it contains all the permit requirements in one place.

PROPOSED BUDGET

In developing a budget for the project, several considerations were made. These are:

• The allocation of fees and costs for field reconnaissance should be proportionate to the relative size of the project area.

• The budget should be reflective of current economic times.

As such, we have developed the following budget, including professional fees and direct costs that closely approximate the rates we used in 2007.

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PCR Services Corporation Chiquita Ridge Griffins Structures, Inc. dba CORE Ventures 7 April 2010 ! Page 366

RANCHO SANTA MARGARITA Chiquita Ridge Management Services

The following is a scope of work to be carried out by Austin-Foust Associates, Inc. (AFA) to assist in Phase 1 of the work effort for a Chiquita Ridge Master Plan. Four tasks are involved in this initial work phase:

Task 1: Development and implementation of preliminary outreach and public education plans. This will require minimum effort from AFA.

Task 2: Preparation of the Opportunities and Constraints report. The traffic work in this task will largely focus on off-site impacts. The major issue will be the Antonio/Oso intersection, which is currently operating at capacity. The County is about to start design work for improving this intersection, and any significant changes in future traffic would need to be factored into that work effort, since they are designing the “ultimate” intersection.

Task 3: Preparation of a Strategic Business Plan. This will require minimum effort from AFA.

Task 4: Development of a Site Master Plan. In this task, AFA will assist the project team in addressing site access.

As part of the traffic work, it is proposed that AFA will attend up to three team meetings and provide summary documentation for input into Task 3.

Estimated costs for the traffic work are summarized in Table 1.

Task 4 Optional Item (Traffic Study). The Site Master Planning in Task 4 will require an environmental analysis when the plan is defined. This optional task will prepare the necessary traffic study for the CEQA document. Actual scope of the study will depend on the intensity of development in the proposed (primarily the commercial component) since this will define the extent of the study area.

10RSMChiquitaRidge.doc Page 367

Estimated cost range for the traffic study is $25,000 to $45,000, and the actual scope and cost will be determined at the time a plan is defined.

10RSMChiquitaRidge.doc Page 368

Table 1

COST ESTIMATE

Person Hours by Labor Category Trans. Trans. Technical/ Principal Planner Analyst Clerical Labor Costs $185.00 $120.00 $100.00 $90.00 Cost 1. Public Outreach 0 0 0 0 $0 2. Opportunities and Constraints 10 24 12 20 $7,730 3. Strategic Business Plan 0 0 0 0 $0 4. Site Master Plan* 8 5 0 0 $2,080 Total Hours 18 29 12 20 TOTAL COST $3,330 $3,480 $1,200 $1,800 $9,810

* Excludes cost of traffic study for EIR ($25,000 to $45,000 depending on scope)

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