Cypress City Council
November 13, 2023

Hardware items on this quote may be updated to reflect changes due to industry wide constraints and fluctuations.

The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item.

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 12.

FROM: Matt Burton, Director of Finance and Administrative Services DATE: 11/13/2023
SUBJECT: Adopt a Resolution Approving the Measure M2 Annual Expenditure Report

RECOMMENDATION
Adopt a Resolution approving the Measure M2 Annual Expenditure Report for the fiscal year ended June 30, 2023.

DISCUSSION
Annual Expenditure Report
In November 2006, Orange County voters approved the renewal of the Measure M one-half cent sales tax for transportation improvements. This renewal, known as Measure M2, provides funding for 30 years to relieve traffic congestion and includes taxpayer safeguards and audit requirements to ensure the funds are used appropriately. One of these safeguards requires local jurisdictions to submit an annual expenditure report using a template provided by the Orange County Transportation Authority (OCTA). In addition to ensuring recipients properly account for Measure M2 proceeds, the report is used to confirm each city meets minimum required General Fund spending levels for street-related purposes. The report must be adopted annually by the City Council and submitted to the OCTA by December 31.

In FY 2022-23, Cypress received $1,056,358 of Measure M2 funding and earned interest of $56,213 on M2 cash balances held. A total of $283,326 of M2 monies (including accumulated interest) were expended during the year on eligible programs. As of June 30, 2023, $2,559,520 of M2 funding remained unexpended and is available for use in future periods.

As required by Measure M2 Local Transportation Authority Ordinance No. 3, staff recommends the City Council approve a Resolution adopting the annual M2 Expenditure Report.

Status of Measure M2 Eligibility
Based on a FY 2021-22 audit, OCTA determined Cypress did not meet Measure M2 maintenance of effort (MOE) requirements and suspended the City's Measure M2 allocations effective May 22, 2023. The audit issue related to how the city documents and allocates indirect costs to the General Fund streets and right-of-way programs to meet MOE requirements. The development of a cost allocation plan (CAP) was identified as a solution to the audit issue and the City Council hired a consultant to prepare a CAP that conforms to OCTA requirements. The City and OCTA entered into a settlement agreement which provides specific steps the City must take to restore eligibility and receive all suspended Measure M2 payments. These steps include:

Total FY 2022-23 and FY 2023-24 MOE expenditures must exceed the MOE expenditure requirement for this two-year period by at least $1,381,048;

1. OCTA will audit the City's MOE expenditures for FY 2022-23 and FY 2023-24 to determine if they qualify as eligible MOE costs; and

2. Eligibility will be restored, and suspended payments remitted to the City, once the two steps above have been successfully completed.

3. When the settlement agreement was drafted in July, it was anticipated eligibility would be restored in spring 2025 after the completion and implementation of the CAP in FY 2023-24.

The CAP was completed ahead of schedule, which allows CAP calculations to be applied to FY 2022-23 activities and included with the FY 2022-23 Measure M2 annual expenditure report. As a result, total MOE expenditures reported in the FY 2022-23 Measure M2 annual expenditure report exceed the City's annual MOE expenditure requirement by $1,508,324.

The $1,508,324 overage is more than the amount required to restore eligibility, and pending the results of the upcoming audit, the City should meet the terms of the settlement agreement a year early. If all audit requirements and terms of the settlement agreement are met for FY 2022-23, the City's eligibility is expected to be restored when the OCTA Board considers the matter in May or June 2024. All suspended Measure M2 payments will be remitted to the City immediately after the OCTA Board restores eligibility.

BUDGET IMPACT
None.

LEGAL REVIEW
None required.

APPROVED BY:  Peter Grant, City Manager
Attachments
Resolution - FY 2022-23 Measure M2 Expenditure Report
Attachment One - M2 Expenditure Report for the Fiscal Year Ended June 30, 2023 RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CYPRESS,

AND ACTING AS EX OFFICIO GOVERNING BOARD OF DIRECTORS

OF THE CYPRESS RECREATION AND PARK DISTRICT,
CONCERNING THE MEASURE M2 EXPENDITURE REPORT FOR THE
CITY OF CYPRESS FOR THE FISCAL YEAR ENDED JUNE 30, 2023 WHEREAS, local jurisdictions are required to meet eligibility requirements and submit eligibility verification packages to Orange County Transportation Authority (OCTA) in order to remain eligible to receive M2 funds; and
WHEREAS, local jurisdictions are required to adopt an annual M2 Expenditure Report as part of one of the eligibility requirements; and WHEREAS, local jurisdictions are required to account for Net Revenues, developer/traffic impact fees, and funds expended by local jurisdiction in the Expenditure Report that satisfy the Maintenance of Effort requirements; and WHEREAS, the Expenditure Report shall include all Net Revenue fund balances, interest earned and expenditures identified by type and program or project; and WHEREAS, the Expenditure Report must be adopted and submitted to the OCTA each year within six months of the end of the local jurisdiction’s fiscal year to be eligible to receive Net Revenues as part of M2.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Cypress, and acting as ex officio governing Board of Directors of the Cypress Recreation and Park District, does hereby inform OCTA as follows:

SECTION 1. The M2 Expenditure Report for Fiscal Year Ended June 30, 2023 is in conformance with the M2 Expenditure Report Template provided in the Measure M2 Eligibility Guidelines and accounts for Net Revenues including interest earned, expenditures during the fiscal year and balances at the end of the fiscal year.

SECTION 2. The M2 Expenditure Report for Fiscal Year Ended June 30, 2023 (Attachment 1 to this Resolution) is hereby adopted for the City of Cypress, California.

SECTION 3. The Director of Finance of the City of Cypress, California is hereby authorized to sign and submit the Measure M2 Expenditure Report to OCTA for the Fiscal Year Ended June 30, 2023.

PASSED AND ADOPTED by the City Council of the City of Cypress, and acting as ex officio governing Board of Directors of the Cypress Recreation and Park District, at a regular meeting held on the 13th day of November, 2023.

MAYOR OF THE CITY OF CYPRESS
ATTEST:

CITY CLERK OF THE CITY OF CYPRESS

STATE OF CALIFORNIA )

COUNTY OF ORANGE ) SS
I, ALISHA FARNELL, City Clerk of the City of Cypress, DO HEREBY CERTIFY that the foregoing Resolution was duly adopted at a regular meeting of the said City Council held on the 13th day of November, 2023 by the following roll call vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

CITY CLERK OF THE CITY OF CYPRESS
City of Cypress
M2 Expenditure Report
Fiscal Year Ended June 30, 2023
Beginning and Ending Balances
Schedule 1
Line
No.

Amount Interest
A-M Freeway Projects 1 $ - $ -
O Regional Capacity Program (RCP) 2 $ - $ -
P Regional Traffic Signal Synchronization Program (RTSSP) 3 $ - $ - Q Local Fair Share 4 $ 1,553,813 $ -
R High Frequency Metrolink Service 5 $ - $ -
S Transit Extensions to Metrolink 6 $ - $ -
T Convert Metrolink Station(s) to Regional Gateways that connect Orange County with High-Speed Rail Systems 7 $ - $ - U Senior Mobility Program or Senior Non-Emergency Medical Program
8 $ 176,462 $ -
V Community Based Transit/Circulators 9 $ - $ -
W Safe Transit Stops 10 $ - $ -
X Environmental Cleanup Program (Water Quality) 11 $ - $ - Other* 12 $ - $ -
13 $ 1,730,275 $ -
Monies Made Available During Fiscal Year 14 $ 1,372,553 $ 56,213 15 $ 3,102,828 $ 56,213
Expenditures During Fiscal Year 16 $ 543,308 $ 56,213
A-M Freeway Projects 17 $ - $ -
O Regional Capacity Program (RCP) 18 $ - $ -
P Regional Traffic Signal Synchronization Program (RTSSP) 19 $ - $ - Q Local Fair Share 20 $ 2,354,612 $ -
R High Frequency Metrolink Service 21 $ - $ -
S Transit Extensions to Metrolink 22 $ - $ -
T Convert Metrolink Station(s) to Regional Gateways that connect Orange County with High-Speed Rail Systems 23 $ - $ - U Senior Mobility Program or Senior Non-Emergency Medical Program
24 $ 204,908 $ -
V Community Based Transit/Circulators 25 $ - $ -
W Safe Transit Stops 26 $ - $ -
X Environmental Cleanup Program (Water Quality) 27 $ - $ - Other* 28 $ - $ -
* Please provide a specific description
Balances at End of Fiscal Year
Balances at Beginning of Fiscal Year
Balances at Beginning of Fiscal Year
Description
Total Monies Available (Sum Lines 13 & 14)
City of Cypress M2 Expenditure Report
Fiscal Year Ended June 30, 2023
Sources and Uses
Schedule 2
Line
No.

Amount Interest
A-M Freeway Projects 1 $ - $ -
O Regional Capacity Program (RCP) 2 $ - $ -
P Regional Traffic Signal Synchronization Program (RTSSP) 3 $ - $ - Q Local Fair Share 4 $ 993,178 $ 51,131
R High Frequency Metrolink Service 5 $ - $ -
S Transit Extensions to Metrolink 6 $ - $ -
T Convert Metrolink Station(s) to Regional Gateways that connect Orange County with High-Speed Rail Systems 7 $ - $ -
U Senior Mobility Program or Senior Non-Emergency Medical Program 8 $ 63,180 $ 5,082 V Community Based Transit/Circulators 9 $ - $ -
W Safe Transit Stops 10 $ - $ -
X Environmental Cleanup Program (Water Quality) 11 $ - $ - Other* 12 $ 316,195 $ -
13 $ 1,372,553 $ 56,213
A-M Freeway Projects 14 $ - $ -
O Regional Capacity Program (RCP) 15 $ - $ -
P Regional Traffic Signal Synchronization Program (RTSSP) 16 $ - $ - Q Local Fair Share 17 $ 192,379 $ 51,131
R High Frequency Metrolink Service 18 $ - $ -
S Transit Extensions to Metrolink 19 $ - $ -
T Convert Metrolink Station(s) to Regional Gateways that connect Orange County with High-Speed Rail Systems 20 $ - $ -
U Senior Mobility Program or Senior Non-Emergency Medical Program 21 $ 34,734 $ 5,082 V Community Based Transit/Circulators 22 $ - $ -
W Safe Transit Stops 23 $ - $ -
X Environmental Cleanup Program (Water Quality) 24 $ - $ - Other* 25 $ 316,195 $ -
26 $ 543,308 $ 56,213
27 $ 829,245 $ -
* Other revenues and expenditures include:

Road Maintenance and Rehabiliation Act revenue $ 100,000 Reimbursement from OC Sanitation District 8,040
Gas Tax revenue from the State of CA 208,155
$ 316,195
TOTAL BALANCE (Subtract line 26 from 13)
TOTAL EXPENDITURES (Sum lines 14 to 25)
Description
Revenues:

TOTAL REVENUES (Sum lines 1 to 12)
Expenditures:

City of Cypress
M2 Expenditure Report
Fiscal Year Ended June 30, 2023
Local Fair Share Project List
Schedule 4

PROJECT NAME AMOUNT EXPENDED
Arterial Rehabilitation $ 39,136
Traffic Signal Camera Upgrades $ 166,115
Traffic Signal Improvements $ 30,018
Parkway Irrigation/Water Conservation Study $ 8,241
$ 243,510

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 13.

FROM: Douglas Dancs, Director of Public Works
DATE: 11/13/2023
SUBJECT: Accept the Arterial Rehabilitation - Intersections, Project 346

RECOMMENDATION

1. Accept the Arterial Rehabilitation - Intersections, Project 346, in the amount of $303,691.40 and approve the final payment of $7,216 to Palp, Inc. DBA Excel Paving Company; and

2. Authorize the City Engineer to file a Notice of Completion with County Recorder.

DISCUSSION
On June 12, the City Council awarded a contract to Palp, Inc. DBA Excel Paving Company to resurface two intersections: Valley View Street at Orange Avenue and Orangewood Avenue at Holder Street. The work began and was completed in September.

Public Works will release the Labor and Materials Bond and the Faithful Performance Bond upon expiration of the required lien period.

BUDGET IMPACT
The original estimated cost of construction and inspection was $397,048, and final project costs total $315,247.90. Sufficient amounts are budgeted in the RMRA Gas Tax fund for these capital improvements.

LEGAL REVIEW
None required.

APPROVED BY:  Peter Grant, City Manager
Attachments
Project Cost Table

PROJECT COST TABLE
Item Description
Original
Amount
Actual
Expenditures Difference
Construction
Construction $ 296,753.00 $ 296,753.00 $ -
Construction Contingency $ 45,000.00 $ 6,938.40 $ 38,061.60 Sub-total Construction $ 341,753.00 $ 303,691.40 $ 38,061.60 Construction Management & Inspection
Inspection $ 50,295.00 $ 11,556.50 $ 38,738.50
Inspection Contingency $ 5,000.00 $ - $ 5,000.00
Sub-total Construction $ 55,295.00 $ 11,556.50 $ 43,738.50 Total Project $ 397,048.00 $ 315,247.90 $ 81,800.10
Includes a change order due to differences between bid quantities and actual field quantities Arterial Rehabilitation - Intersections
Project 346
*
*
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 14.

FROM: Douglas Dancs, Director of Public Works
DATE: 11/13/2023
SUBJECT: Award Contracts for Cerritos Avenue Frontage Landscape Improvements, Project 320

RECOMMENDATION

1. Award a contract to Marina Landscape, Inc., for $215,690, and authorize a contingency of $32,300; and

2. Approve a Task Order for Construction Inspection Services to Ardurra Group Inc., for $51,897, and authorize a contingency of $7,700; and

3. Approve a $134,593 appropriation increase in the City Capital Projects Fund for the Cerritos Avenue Frontage Landscape Improvements, Project 320; and

4. Approve a $134,593 transfer from the Gas Tax 2106 Fund to the City Capital Projects Fund for the additional project costs.

DISCUSSION
In May, the City Council approved the conceptual design for the Cerritos Avenue Frontage Landscape Improvements, between Rexford Drive and Walker Street. Public Works utilized an extensive public outreach campaign to gather input and feedback from adjacent residences. The project includes a new drip irrigation system and replaces existing vegetation with drought-tolerant California-native plants better suited to be next to a major roadway. Once established, the project will reduce noise and visual impacts from traffic on Cerritos Avenue and beautify the area.

Public Works received seven bid proposals for the project with Marina Landscape Inc. as the low bidder. Marina Landscape has completed similar projects for other local agencies, including Cypress, and most recently completed the Katella Avenue median beautification in 2021. Ardurra Group Inc., the City’s on-call construction inspection services consultant, will inspect the project. A summary of project award information is attached. Construction is scheduled to begin in January 2024 and will be completed by March 2024.

The FY 2023-24 budget includes $172,994 for frontage road landscape improvements and the revised project cost for construction, inspection, and contingencies is $307,587. Public Works estimates projects based on past bid unit prices and current market conditions, but construction costs continue to rise at an unprecedented pace due to the cost of fuel, increased trucking costs, and rising labor rates. The design phase of the project was also expanded due to the thorough public outreach process and re-designs based on community feedback. There are sufficient restricted 2106 Gas Tax amounts available to pay the additional $134,593 of project costs and delaying the project would likely not result in lower costs for the foreseeable future.

BUDGET IMPACT
The FY 2023-24 budget includes $172,994 for frontage road landscape improvements and the revised project cost for construction, inspection, and contingencies is $307,587. Public Works estimates projects based on past bid unit prices and current market conditions, but construction costs continue to rise at an unprecedented pace due to the cost of fuel, increased trucking costs, and rising labor rates. There are sufficient restricted 2106 Gas Tax amounts available to pay the additional $134,593 of project costs and delaying the project would likely not result in lower costs for the foreseeable future.

LEGAL REVIEW
None required.

APPROVED BY:  Peter Grant, City Manager
Attachments
Project Award Information
Task Order
Project Award Information Checklist
Description of Project:

Cerritos Avenue Frontage Landscape Improvements from Walker Street to Rexford Drive.

Contract Working Days: 45 working days

Orange County Register
Publication Date:

October 9, 2023 & October 16, 2023

Notice Inviting Bids Sent to: CIPList.com, The Orange County Register, McGrawHill Construction, AGC Plan Room, Construction Bid Source

Bid Opening Date: October 31, 2023

No. of Bid Packets Purchased: 19
Bidders Base Bid

1. Marina Landscape, Inc., Orange, CA $ 215,690

2. Greenfield Landscaping & Maintenance, Inc., Hacienda Heights, CA $ 237,773

3. IMR Incorporated, Norco, CA $ 250,148

4. KASA Construction, Inc., Inc., Chino, CA $ 264,762

5. Land Forms Landscape Construction, Inc., Santa Ana, CA $ 288,204

6. Kormex Construction, Inc., Ontario, CA $ 307,810

7. Superb Engineering Inc., Banning, CA $ 333,970
Apparent Low Bidder: Marina Landscape, Inc., Orange, CA, – $215,690

Qualified to Perform Work: Yes. Staff confirmed bid was responsive.

Contractor’s License: Registration with DIR:

Valid at Time of Award: Yes Contractor: Yes
Valid at Time of Bid: Yes Sub-Contractor: Yes
Experience:

The apparent low bidder has performed this type of work for multiple government agencies in Southern California.

Construction
Management/Inspection Firm:

Ardurra Group, Inc.

On-Call Contract Date: June 27, 2022

Amount of Task Order: $ 59,597
PM: Baruc Bravo
[email protected]
CONTRACTOR TOTAL Base Bid
1 Marina Landscape, Inc. $215,690.00
2 Greenfield Landscaping & Maintenance, Inc. $237,773.00 3 IMR Incorporated $250,148.00
4 KASA Construction, Inc. $264,762.00
5 Land Forms Landscape Construction, Inc. $288,204.00
6 Kormex Construction, Inc. $307,810.00
7 Superb Engineering Inc. $333,970.00

PRELIMINARY BID RESULTS - FOR INFORMATIONAL PURPOSES ONLY

BID RESULTS
for

CERRITOS AVENUE PARKWAY LANDSCAPE IMPROVEMENTS
PROJECT 320
Bid Opening: Tuesday, October 31, 2023 - 11:00 am

ARDURRA GROUP, INC.
1960 East Grand Avenue, El Segundo, CA 90245 | 310.359.1203 | www.ardurra.com October 30, 2023
Baruc Bravo
Associate Engineer
City of Cypress
Public Works Engineering
5275 Orange Avenue
Cypress, CA 90630
SUBJECT: PROPOSAL TO PROVIDE CONSTRUCTION INSPECTION AND MATERIAL TESTING SERVICES FOR THE CERRITOS AVENUEFRONTAGE LANDSCAPE IMPROVEMENTS, PROJECT 320 Dear Mr. Bravo,
Ardurra Group, Inc. is pleased to present ourproposal to the City of Cypress to provide professional part-timeconstruction inspection and material testing services for the Cerritos AvenueFrontage Landscape Improvements, Project 320in accordance with Attachment “A” – Scope of Services and Attachment “B” – Schedule of Compensation. All work will be completed pursuant to the City of Cypress On-Call Construction Management and Inspection Services Contract dated June 27, 2022.

Respectfully submitted,
Ardurra Group, Inc.

Omar Alameddine
Project and Construction Management Group Leader
Professional Construction Inspection and MaterialTesting Servicesfor City of Cypress Cerritos Avenue Frontage Landscape Improvements, Project 320 Page | 1
ATTACHMENT “A”

SCOPE OF SERVICES
The scope of services includes part-time inspection servicesand project controls to assist our inspector in the field. Ardurra’s inspector will provide oversight for clearingand grubbing, removal of existing landscaping, dust control, soil prep and fine grading, weed abatement, utility connections,and installation plant material and irrigation system.

Below is a list of services included in this proposal:
 Represent the City’s interests with the overall construction inspection of this project.  Monitor the contractor's compliance with the project contract, specifications, and National Pollutant Discharge Elimination System (NPDES).
 Assist City staff with public relations, including distributing construction notices and responding to inquiries of residents and the general public.
 Attend the preconstruction meeting and subsequent weekly field meetings, as needed.  Assist in the coordination and review of contractor's submittals, including proposed construction schedules and other submittals required by the project plans and specifications.  Assist the City’s construction manager in monitoring and documenting the contractor’sadherenceto the approved construction schedule.
 Be present on the job site when construction is in progress and when inspection is required. Part-time inspection work is proposed as requested by the City. Ardurra will not be responsible for observing construction activities that are implemented when its inspector is not scheduled/present on site.  Provide assistance and direction to technicians performing material tests, as needed.  Measure and verify the project pay item quantities in place. All pay item quantities must be confirmed with the contractor prior to submission of the invoice for payment.  Review the contractor's invoices.
 Assist in the review and processing of requests for information (RFIs), change orders, and approved time and materials work.
 Prepare daily inspection reports (Daily Activity Report, Weekly Statement of Working Days, etc.) as required for this project.
 Review traffic control and coordinate adjustments as needed.  Identify items requiring corrective action by either the contractor or the City. Monitor and document timely corrective actions implemented by the contractor.
 Develop punch list items and monitor corrections made.

Professional Construction Inspection and MaterialTesting Servicesfor City of Cypress Cerritos Avenue Frontage Landscape Improvements, Project 320 Page | 2
ATTACHMENT “B”
Schedule of Compensation
Exclusions to Scope and Fee: The following items are specifically excluded:

1. Night-time / weekend inspection and weekday hours in excess of a regular 8-hour shift that would be subject to overtime pay, unless so authorized in writing by the City.

Role / Name Total
Hours
Hourly
Rate
Public Works Inspector - Nathan Wolitarsky 196.00 $ 152.00 PE Licensed Inspector - $ 170.00
Project Controls Engineer 49.00 $ 145.00
Submittal Review Allowance - As Needed - -
Material Testing Allowance - As Needed - -
City of Cypress
Construction Inspection and Material Testing for
Cerritos Avenue Frontage Landscape Improvements, Project 320 45-Working Day Construction Duration
$ 5,000.00
Total Estimated Fee $ 51,897.00
$ 7,105.00
Extended
Fee
-
$ 29,792.00
$ 10,000.00
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 15.

FROM: Douglas Dancs, Director of Public Works
DATE: 11/13/2023
SUBJECT: Approve Plans and Specifications for Oak Knoll Park Security Improvements, Project 331

RECOMMENDATION
Approve Plans and Specifications for Oak Knoll Park Security Improvements, Project 331.

DISCUSSION
Oak Knoll Park is the city's largest park and is often the target of vandalism, especially its athletic fields, due to unauthorized vehicles damaging the field space. The recommended improvements are designed to combat vandalism and assist the Police Department in its investigations. The City Council adopted a strategic plan objective for Public Works, Recreation and Community Services, and the Police Department to recommend security upgrades and improvements at Oak Knoll Park.

In March, the City Council awarded a design contract to Triad Consulting Group. Public Works collaborated with Recreation and Community Services and the Police Department to develop the project scope within the allotted budget. The project will install cameras with automatic license plate readers at Oak Knoll Park parking lot access points in both the north and south lots, with the necessary infrastructure and adequate data storage. The cameras will include the latest infrared technology for low-light conditions and will be viewable by the Police Department. They can also provide notifications for after-hours entries.

Public Works will solicit bids in November and will bring a recommendation for a construction contract to City Council in January. The work is estimated to take six weeks to complete.

BUDGET IMPACT
The cost to implement the recommended project plans and specifications for Oak Knoll Park security improvements is expected to be within the District's General Fund budget for the project.

LEGAL REVIEW
None required.

APPROVED BY:  Peter Grant, City Manager
Attachments
Camera Layout

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 16.

FROM: Douglas Dancs, Director of Public Works
DATE: 11/13/2023
SUBJECT: Award a Contract for the Purchase and Installation of Flooring/Carpeting for the City Hall West Wing, Project 326

RECOMMENDATION
Award a contract to Milliken Services, LLC, for $89,078.95, for the purchase and installation of carpet tiles and LVT (Luxury Vinyl Tile) flooring, and authorize a contingency of $8,900.

DISCUSSION
The FY 2023-24 Capital Improvement Program includes a project to replace flooring, workstations, and wall coverings in the West Wing of City Hall. This area includes hallways and office spaces for Human Resources, Administration, and Finance personnel and various multi-use office spaces. This project to replace flooring will be the first phase of a multi-phase project to update and modernize the area. New workstations, furnishings and wall coverings will be installed in subsequent phases after the new flooring has been installed.

The existing carpet was installed in 1997, exhibits visible signs of wear and tear, and is in need of replacement. The main hallway/walk area connecting the East Wing and West Wing will be vinyl flooring. This type of product was used in the recent police station project. The remaining areas will be re-carpeted with carpet tiles, which can be easily replaced in the event of damage to a specific area. The new carpet and commercial vinyl flooring have a useful life of between 15 and 25 years dependent on use. The majority of work will occur after-hours to minimize disruptions and will begin in January and take approximately one month to complete.

Municipal Code Section 21A-10(e) allows the use of cooperative purchasing programs as a more efficient and cost-effective method of procurement by receiving volume-type pricing.

The City will utilize OMNIA Partners, a leading national government purchasing cooperative, for vendor selection associated with the City Hall West Wing flooring replacement. Such cooperative agreements provide the same terms and prices offered to other government agencies through a competitive bid process.

Milliken Services, LLC., submitted a proposal under the OMNIA Partners cooperative to replace the City Hall West Wing flooring for $89,078.95. Milliken is a well-regarded flooring company and has completed similar projects for the cities of Fullerton, Garden Grove, and Anaheim.

BUDGET IMPACT
The estimated cost is $97,978.95 and sufficient amounts are budgeted in the City Capital Projects Fund for this phase of the project.

LEGAL REVIEW
None required.

APPROVED BY:  Peter Grant, City Manager
Attachments
Carpet/Flooring Quote
Sample Rendering
Milliken Services, LLC
Customer Proposal
OMNIA PARTNERS Contract - 2020002150
DIR Number:

Proposal Date: MQ Number:

Project Name: Milliken Sales Rep:

City, State, Zip: Primary Phone:

Project Number: Email:

Seller (company): Project Manager:

Address: Primary Phone:

City, State, Zip: Email:

Customer (company): Contact Person:

Address: Primary Phone:

City, State, Zip: Email:

Bill To (company): Contact Person:

Address: Primary Phone:

City, State, Zip: Email:

Item Qty
Unit of
Measure Unit Price Total
969.956 SY $ 22.25 $ 21,581.52
1,841.840 SF $ 2.99 $ 5,507.10

7.000 4-gal. pail $ 128.00 $ 896.00

3.000 4-gal. pail $ 125.25 $ 375.75
912.000 SY $ 15.57 $ 14,199.84
1,115.000 SY $ 6.06 $ 6,756.90
762.000 SY $ 9.03 $ 6,880.86
1,115.000 SY $ 8.65 $ 9,644.75
1,825.000 SF $ 3.25 $ 5,931.25
2,280.000 LF $ 4.76 $ 10,852.80
969.956 SY $ 0.73 $ 708.07

1.000 Each $ 5,744.11 $ 5,744.11
TOTAL $ 89,078.95
Special Conditions:

OMNIA Member #: 4001691
1021000921
CPT - Major Frequency One Distortion DTN183-118-152
Interference
Cypress City Hall - Budget Pricing Becca Dobbs
201 W. Lukken Industrial Drive
Milliken Services, LLC
OP-000265099
Cypress, CA 90630
Nick Mangkalakiri

City of Cypress
LaGrange, GA 30240
10/20/2023

Nick Mangkalakiri
310.504.4635
[email protected]
Katy Morris
[email protected]
706-880-3067
City of Cypress
Cypress, CA 90630
5275 Orange Avenue
Cove Base: Furnish & Install 4"
This proposal is valid for 30 days from the "Proposal Date" posted at the top of this form.

LVT - Local Measure 5.0mm Wilderness color LWD165
Clove
5275 Orange Avenue
Cypress, CA 90630
Take up / Removal Existing Carpet (Sq. Yd.)
CA Carpet Stewardship Assessment Carpet Tile
Furniture Move (medium moving) Sq. Yd.

Off-Hours Labor - Nights,Weekends, Holidays
Install LVT
PW-LR-1000561459
If there is a change in materials or scope of work, a new proposal must be issued by Milliken Services, LLC.

Any revisions made to this proposal will invalidate the proposal.

Project Management Fee
Standard Carpet Tile Adhesive (order by pail)
Standard LVT TPS Adhesive
Cove base is packaged by the carton with 120 LF per carton therefore must purchase full carton quantity.

Install Carpet (renovation) Sq. Yd.

Prices are subject to change based on price increases or modifications if they fall during this timeframe.

Notes:

Seller's Representative
Signature: Date:

Printed Name: Title:

Customer's Representative
Signature: Date:

Printed Name: Title:

ALL PURCHASE ORDERS MUST BE MADE OUT TO: Milliken Services, LLC 5) Installation schedule to be agreed upon by the customer and Milliken. Disruptions or unplanned changes in owner's schedule may result in additional costs.

Katy Morris Project Manager
9) Pricing is based on PREVAILING WAGE labor rates.
706-880-3067
Katy Morris
[email protected]
and a tax exempt certificate should be emailed to:

Signed proposal, a copy of your purchase order,
201 Lukken Industrial Drive, West
LaGrange, Georgia 30240
If mailing, please send to:

Milliken Services, LLC
8) Material prices include freight. Rates do not include special freight services unless specified in quote above. 6) Taxes will be applied unless appropriate tax exempt documentation is received by the customer prior to invoicing. 10/20/2023
Sign and return one copy of this agreement before any work begins. Keep one copy for your records. 1) This quotation is based on preliminary drawings/measurements. If actual yardage requirements are different, the price may change.
7) Materials are billed separate from installation, subject to POD at ship-to.

Milliken's contracted terms and conditions with OMNIA Partners.

All orders placed under Milliken's OMNIA Partners Contract are subject to 3) Unless stated otherwise in proposal, the following exclusions apply: Major floor prep and leveling; Hoisting; Handling electronic equipment (including but not limited to computers, telephones, and personal belongings); Permits, Payment and performance bonds; Floor and equipment protection; Long-term storage of materials; and asbestos identification, testing, and abatement. If materials are suspected to contain asbestos during work, all work will immediately stop and it is the sole responsibility of the customer to conduct testing and abatement.

Katy Morris
4) Site Conditions: Area must be enclosed, a minimum of 65 degrees, and HVAC running for 72 hours prior to install. Area must be clear of equipment and materials from other trades. Subfloor must be structurally sound and suitable for specified flooring.

Scheduling delays and site unprepared may result in additional costs. 2) Pricing for installation is subject to change based upon flooring conditions and preparation requirements. Refer to Special Conditions above (if applicable) for more information.

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 17.

FROM: Douglas Dancs, Director of Public Works
DATE: 11/13/2023
SUBJECT: Award Contracts for City Hall Public Restroom Improvements, Project 324

RECOMMENDATION

1. Award a contract to Corral Construction and Development Inc., for $173,001, and authorize a contingency of $26,000; and

2. Approve a Task Order for Construction Inspection Services to Ardurra Group Inc., for $31,626, and authorize a contingency of $4,800.

DISCUSSION
In September, the City Council approved plans and specifications for the City Hall Public Restroom Improvements. The project will rehabilitate the two public restrooms at City Hall by installing new countertops, floor and wall tile, paint, fixtures, and energy-efficient lighting, and incorporate updates to meet current accessibility standards and building codes.

On October 12, the City received three bids with Corral Construction and Development Inc. as the low bidder. Ardurra Group Inc., the City’s on-call construction manager, will inspect the project. A summary of project award information is attached.

Construction will begin in December, after the holiday events at the Civic Center, and take approximately three months to complete. Both restrooms will be closed during construction and the public will be redirected to alternative facilities at the Civic Center Green and Police Department.

BUDGET IMPACT
Sufficient amounts are budgeted in the City Capital Project fund for project construction. The total project cost of $265,227 includes design, construction, inspection, in-house labor, and contingency, and is within the $275,000 adopted budget.

LEGAL REVIEW
None required.

None required.

APPROVED BY:  Peter Grant, City Manager
Attachments
Project Award Information
Task Order
Project Award Information Checklist
Description of Project:

Plaster removal, removal and replacement of carpet, floor/wall tiles, countertops, mirrors, plumbing fixtures, lighting, door hardware, restroom accessories, and other incidental items of work.

Contract Working Days: 40 working days

Orange County Register
Publication Date:

September 28, 2023

Notice Inviting Bids Sent to: CIPList.com, The Orange County Register, McGrawHill Construction, Dodge Construction Network, AGC Plan Room, Construct Connect, Construction Market
Data

Bid Opening Date: October 12,2023

No. of Bid Packets Purchased: 20
Bidders Base Bid

1. Corral Construction and Development, Inc., Commerce, CA $173,001

2. Genesis Builders, Inc. dba K2 Painting, Buena Park, CA $183,000

3. K-Pacific Construction, Inc., Huntington Beach, CA $285,000 Apparent Low Bidder: Corral Construction and Development, Inc., Commerce, CA - $173,001 Qualified to Perform Work: Yes. Staff confirmed bid was responsive.

Contractor’s License: Registration with DIR:

Valid at Time of Award: Yes Contractor: Yes
Valid at Time of Bid: Yes Sub-Contractor: Yes
Experience:

The apparent low bidder has performed this type of work for multiple government agencies in Southern California.

Construction
Management/Inspection Firm:

Ardurra Group, Inc.

On-Call Contract Date: June 27, 2022

Amount of Task Order: $ 31,626

ARDURRA GROUP, INC.
1960 East Grand Avenue, El Segundo, CA 90245 | 310.359.1203 | www.ardurra.com October 09, 2023
Kevin Chin
Associate Engineer
City of Cypress
Public Works Engineering
5275 Orange Avenue
Cypress, CA 90630
SUBJECT: PROPOSAL TO PROVIDE CONSTRUCTION INSPECTION SERVICES FOR CITY HALL RESTROOM REMODEL, PROJECT 354
Dear Mr. Chin,
Ardurra Group, Inc. is pleased to present our proposal to the City of Cypress to provide professional construction inspection and materials testing services for the City Hall Restroom Remodel, Project 324 in accordance with Attachment “A” – Scope of Services and Attachment “B” – Schedule of Compensation. All work will be completed pursuant to the City of Cypress On-Call Construction Management and Inspection Services Contract dated June 27, 2022.

Respectfully submitted,
Ardurra Group, Inc.

Omar Alameddine
Project and Construction Management Group Leader
City of Cypress
Professional Construction Inspection Services for
City Hall Restroom Remodel, Project 324
Page | 1
ATTACHMENT “A”

SCOPE OF SERVICES
The scope of services includes part-time inspection services and project controls support. Ardurra’s inspector(s) will provide building inspection quality assurance services for demolition, plumbing, flooring, electrical replacements, door and hardware replacements, signage, and wall repair/tiling:

In the capacity of quality assurance inspector, it is understood that Ardurra inspector(s):
▪ Do not represent the building department.
▪ Cannot sign off work on permit cards. Sign-off by the City’s building department official is subject to the separate inspection and sign-off by City Building Inspectors.
▪ Do not have authority or responsibility to control work, determine contractor means and methods, or change/modify the design.
▪ Shall monitor and report that the improvements are constructed in compliance with the approved plans and specifications, and in accordance with the building code.

Below is a list of services included in this proposal:
▪ Represent the City’s interests with the overall construction inspection of this project. ▪ Monitor the contractor's compliance with the project contract, specifications, and National Pollutant Discharge Elimination System (NPDES).
▪ Assist City staff with public relations, including distributing construction notices and responding to inquiries of residents and the general public.
▪ Attend the preconstruction meeting and subsequent weekly field meetings, as needed. ▪ Assist in the coordination and review of the contractor's submittals, including proposed construction schedules and other submittals required by the project plans and specifications. ▪ Assist the City’s construction manager monitoring and documenting the contractor adheres to the approved construction schedule.
▪ Be present on the job site when construction is in progress and when inspection is required. Part-time inspection work is proposed as requested by the City. Ardurra will not be responsible for observing construction activities that are implemented when its inspector is not scheduled/present on site. ▪ Provide assistance and direction to technicians performing materials tests, as needed. ▪ Measure and verify the project pay item quantities in place. All pay item quantities must be confirmed with the contractor prior to submission of the invoice for payment. ▪ Review the contractor's invoices.
▪ Assist in the review and processing of requests for information (RFIs), change orders, and approved time and materials work.
▪ Prepare daily inspection reports (Daily Activity Report, Weekly Statement of Working Days, etc.) as required for this project.
▪ Review traffic control and coordinate adjustments as needed. ▪ Identify items requiring corrective action by either the contractor or the City. Monitor and document timely corrective actions implemented by the contractor.
▪ Develop punch list items and monitor corrections made.

City of Cypress
Professional Construction Inspection Services for
City Hall Restroom Remodel, Project 324
Page | 2
ATTACHMENT “B”
Schedule of Compensation
City of Cypress
Construction Inspection for City Hall Restroom Remodel, Project 324 40-Working Day Construction Duration
Role/Name Total
Hours
Hourly
Rate
Extended
Fee
Public Works Inspector – Nathan Wolitarsky 168.00 $152.00 $25,536.00 PE Licensed Inspector - $170.00 -
Project Controls Engineer 42.00 $145.00 $6,090.00
Total Estimated Fee $31,626.00
Exclusions to Scope and Fee: The following items are specifically excluded:

1. Submittal review.

2. Nighttime / weekend inspection and weekday hours in excess of a regular 8-hour shift that would be subject to overtime pay, unless so authorized in writing by the City.

3. Material testing.

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 18.

FROM: Douglas Dancs, Director of Public Works
DATE: 11/13/2023
SUBJECT: Approve Plans and Specifications and Award Contract for Sewer System Evaluations, Project 355

RECOMMENDATION

1. Approve Plans and Specifications for Sewer System Evaluations, Project 355; and

2. Award a contract to Premier Pipe, Inc., Upland, CA, for $133,390, and authorize a contingency of $20,000.

DISCUSSION
The City's sewer system consists of over 100 miles of pipe and 2,350 manholes. The recommended contract provides for the inspection of approximately 24 miles of the sewer system. This annual project is part of the City's Seven Year Capital Improvement Program which aims to inspect up to a quarter of the sewer system each year in an effort to maintain compliance with State Water Board regulations.

On October 20, the City received three bids for the project with Premier Pipe, Inc. as the low bidder. A summary of project award information is attached.

BUDGET IMPACT
The estimated project cost will not exceed $153,390 and sufficient amounts are budgeted in the City's Sewer Fund.

LEGAL REVIEW
None required.

APPROVED BY:  Peter Grant, City Manager
Attachments
Project Award Information

Project Award Information Checklist
Description of Project:

Sewer system video evaluation of approximately 24 miles of sewer pipes.

Contract Working Days: 75 working days

Orange County Register
Publication Date:

October 7, 2023 & October 14, 2023

Notice Inviting Bids Sent to: CIPList.com, The Orange County Register, McGrawHill Construction, AGC Plan Room, North America Procurement Council, Inc. PBC, Construction Bid
Source

Bid Opening Date: October 20, 2023

No. of Bid Packets Purchased: 14
Bidders Base Bid

1. Premier Pipe, Inc., Upland, CA $ 133,390

2. Pipe Tec, Inc., Baldwin Park, CA $ 160,100

3. National Plant Services, Inc. Long Beach, CA $ 371,400 Apparent Low Bidder: Premier Pipe, Inc., Upland, CA – $ 133,390

Qualified to Perform Work: Yes. Staff confirmed bid was responsive.

Contractor’s License: Registration with DIR:

Valid at Time of Award: Yes Contractor: Yes
Valid at Time of Bid: Yes Sub-Contractor: Yes
Experience:

The apparent low bidder has performed this type of work for multiple government agencies in Southern California.

Contractor TOTAL BID
1 Premier Pipe, Inc. $ 133,390.00
2 Pipe Tec, Inc. $ 160,100.00
3 National Plant Services, Inc. $ 371,400.00

PRELIMINARY BID RESULTS
Bid Opening: Friday, October 20, 2023 at 11:00 a.m.

Project 355

SEWER SYSTEM VIDEO EVALUATION
for

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 19.

FROM: Douglas Dancs, Director of Public Works
DATE: 11/13/2023
SUBJECT: Award Contracts for Sewer System Improvements, Project 354

RECOMMENDATION

1. Approve Plans and Specifications for the Sewer System Improvements, Project 354; and

2. Award a contract for sewer line improvements to Sancon Technologies Inc., Huntington Beach, CA, for $68,770, and authorize a contingency of $10,300; and

3. Approve a Task Order for Construction Inspection Services to Ardurra Group, Inc., for $23,362, and authorize a contingency of $3,500; and

4. Authorize additional appropriations of $22,932 in the Sewer Fund for Sewer System Improvements.

DISCUSSION
The Capital Improvement Program includes a project to improve various sewer pipes having capacity or condition deficiencies that are identified in the City’s Sewer System Master Plan.

This project will reline approximately 310 feet of sewer pipes and two sewer hole structures along Via Largo. The deficiencies in these pipes include calcium deposits, water infiltration, and cracks. Construction is anticipated to start in November and will last approximately two weeks.

On October 16, the City received two bid proposals for the project with Sancon Technologies Inc. as the low bidder. Ardurra Group, Inc., the City's on-call construction manager, will inspect the project. A summary of project award information is attached.

The $122,932 project cost includes construction, inspection, in-house labor, and contingency, and exceeds the $100,000 budget included in the Seven-Year Capital Improvement Program. Public Works estimates projects based on past bid unit prices and current market conditions, but construction costs continue to increase at unforeseen rates due to rising costs for materials, fuel, trucking, and labor. As a comparison, several of the unit prices in the project's bid were two and half times higher compared to last year's sewer project bids.

There are sufficient fund balances available in the Sewer Fund to pay the additional $22,932 of project costs and delaying the project would likely not result in lower costs for the foreseeable future.

BUDGET IMPACT
Total estimated project costs will not exceed $122,932 and restricted fund balance amounts are available in the Sewer Fund to pay the $22,932 budget shortfall.

LEGAL REVIEW
None required.

APPROVED BY:  Peter Grant, City Manager
Attachments
Project Award Information
Task Order
Project Award Information Checklist
Description of Project:

This project will reline approximately 310 linear feet of sewer pipe and two manholes along Via Largo
Contract Working Days: 20 working days

Orange County Register
Publication Date:

September 26, 2023

Notice Inviting Bids Sent to: CIPList.com, The Orange County Register, McGrawHill Construction, Dodge Construction Network, AGC Plan Room, Construct Connect, Construction Market
Data, PWXPress

Bid Opening Date: October 16, 2023

No. of Bid Packets Purchased: 11
Bidders Base Bid

1. Sancon Technologies Inc., Huntington Beach, CA $68,770

2. Nu Line Technologies, LLC., Vista, CA $79,500
Apparent Low Bidder: Sancon Technologies Inc., Huntington Beach, CA – $68,770 Qualified to Perform Work: Yes. Staff confirmed bid was responsive.

Contractor’s License: Registration with DIR:

Valid at Time of Award: Yes Contractor: Yes
Valid at Time of Bid: Yes Sub-Contractor: Yes
Experience:

The apparent low bidder has performed this type of work for multiple government agencies in Southern California.

Construction
Management/Inspection Firm:

Ardurra Group, Inc.

On-Call Contract Date: June 27, 2022

Amount of Task Order: $ 23,362

ARDURRA GROUP, INC.
1960 East Grand Avenue, El Segundo, CA 90245 | 310.359.1203 | www.ardurra.com October 09, 2023
Kevin Chin
Associate Engineer
City of Cypress
Public Works Engineering
5275 Orange Avenue
Cypress, CA 90630
SUBJECT: PROPOSAL TO PROVIDE CONSTRUCTION INSPECTION SERVICES FOR THE SEWER SYSTEM IMPROVEMENTS, PROJECT 354
Dear Mr. Chin,
Ardurra Group, Inc. is pleased to present our proposal to the City of Cypress to provide professional full-time construction inspection and materials testing services for the Sewer System Improvements, Project 354 in accordance with Attachment “A” – Scope of Services and Attachment “B” – Schedule of Compensation. All work will be completed pursuant to the City of Cypress On-Call Construction Management and Inspection Services Contract dated June 27, 2022.

Respectfully submitted,
Ardurra Group, Inc.

Omar Alameddine
Project and Construction Management Group Leader
City of Cypress
Professional Construction Inspection and Materials Testing Services Sewer System Improvements, Project 354
Page | 1
ATTACHMENT “A”

SCOPE OF SERVICES
The scope of services includes part-time inspection services, and project controls to assist our inspector in the field. Ardurra’s inspector will provide oversight for the cleaning and removal of debris and calcium deposits from the system, installation of CIPP lining, sealing of service lateral connections, rehabilitation and coating of manhole, and CCTV services.

Below is a list of services included in this proposal:
▪ Represent the City’s interests with the overall construction inspection of this project. ▪ Monitor the contractor's compliance with the project contract, specifications, and National Pollutant Discharge Elimination System (NPDES).
▪ Assist City staff with public relations, including distributing construction notices and responding to inquiries of residents and the general public.
▪ Attend the preconstruction meeting and subsequent weekly field meetings, as needed. ▪ Assist in the coordination and review of contractor's submittals, including proposed construction schedules and other submittals required by the project plans and specifications. ▪ Assist the City’s construction manager in monitoring and documenting the contractor’s adherence to the approved construction schedule.
▪ Be present on the job site when construction is in progress and when inspection is required. Full-time inspection work is proposed as requested by the City. Ardurra will not be responsible for observing construction activities that are implemented when its inspector is not scheduled/present on site. ▪ Provide assistance and direction to technicians performing material tests, as needed. ▪ Measure and verify the project pay item quantities in place. All pay item quantities must be confirmed with the contractor prior to submission of the invoice for payment. ▪ Review the contractor's invoices.
▪ Assist in the review and processing of requests for information (RFIs), change orders, and approved time and materials work.
▪ Prepare daily inspection reports (Daily Activity Report, Weekly Statement of Working Days, etc.) as required for this project.
▪ Review traffic control and coordinate adjustments as needed. ▪ Identify items requiring corrective action by either the contractor or the City. Monitor and document timely corrective actions implemented by the contractor.
▪ Develop punch list items and monitor corrections made.

City of Cypress
Professional Construction Inspection and Materials Testing Services Sewer System Improvements, Project 354
Page | 2
ATTACHMENT “B”
Schedule of Compensation
City of Cypress
Construction Inspection for Sewer System Improvements, Project 354 20-Working Day Construction Duration
Role/Name Total
Hours
Hourly
Rate
Extended
Fee
Public Works Inspector – Nathan Wolitarsky 96.00 $152.00 $14,592.00 PE Licensed Inspector - $170.00 -
Project Controls Engineer 26.00 $145.00 $3,770.00
Submittal Review Allowance - As Needed $5,000.00
Total Estimated Fee $23,362.00
Exclusions to Scope and Fee: The following items are specifically excluded:

1. Night-time / weekend inspection and weekday hours in excess of a regular 8-hour shift that would be subject to overtime pay, unless so authorized in writing by the City.

2. Material testing.

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 20.

FROM: Douglas Dancs, Director of Public Works
DATE: 11/13/2023
SUBJECT: Authorize the Purchase of Six Public Works Vehicles

RECOMMENDATION

1. Authorize the purchase of four Public Works vehicles for $293,255.90 from National Auto Fleet Group; and

2. Authorize the purchase of one Public Works bucket truck for $228,536.65 from Custom Truck One Source; and

3. Authorize the purchase of one Public Works water trailer for $10,312.19 from Multiquip, Inc.; and

4. Authorize an appropriation increase of $29,105 in the Capital Replacement Fund to purchase and fully upfit the vehicles; and

5. Authorize a transfer of $29,105 from the General Fund to the Capital Replacement Fund for the balance of the vehicles.

DISCUSSION
The FY 2023-24 Budget includes the replacement of four Public Works vehicles, one Public Works water trailer, and a Public Works bucket truck. The vehicles being replaced have all been in operation for more than 25 years and have reached the end of their useful lives.The purchase price for the six replacement vehicles, including all equipment and upfitting, is $532,104.74:

Vehicle Cost Summary
Description Amount
(3) 2024 Ford F250 & (1) 2024 F350 $293,255.90
2024 Terex Bucket Truck $228,536.65
Water Trailer 525G HP $10,312.19
TOTAL  $532,104.74
The purchase is recommended from National Auto Fleet Group, Multiquip, and Custom Truck One Source through the Sourcewell cooperative purchasing program. Municipal Code Section 21A-10(e) allows the use of cooperative purchasing programs as a more efficient and cost-effective method of procurement due to receiving volume-type pricing. Cooperative agreements provide the same terms and prices offered to other government agencies through a competitive bid process.

The attached quotes reflect the itemized cost of each vehicle and include an additional 10 percent for upfitting in accordance with the Sourcewell agreement. The vehicles are expected to be delivered in May 2024.

BUDGET IMPACT
A decrease in production of heavy-duty vehicles has resulted in rising vehicle prices and upfitting costs due to low stock and supply chain delays. A total of $503,000 is budgeted for the replacement and upfitting of the six public works vehicles, which is $29,105 less than the recommended purchase price. Sufficient amounts are available in the General Fund unassigned fund balance for the shortfall.

LEGAL REVIEW
None required.

APPROVED BY:  Peter Grant, City Manager
Attachments
Cost Summary
Vehicle Quotes
Vehicle Budget Cost Difference/(Shortfall) Funding Source Water Trailer $ 35,000.00 $                  10,312.19 $ 24,687.81 Equipment Replacement/General Fund 2024 F350 $ 67,000.00 $                72,586.06 $ (5,586.06) Equipment Replacement/General Fund 2024 F250 $ 67,000.00 $                72,586.06 $ (5,586.06) Equipment Replacement/General Fund 2024 F250 $ 67,000.00 $                72,586.06 $ (5,586.06) Equipment Replacement/General Fund 2024 F250 $ 67,000.00 $                75,497.70 $ (8,497.70) Equipment Replacement/General Fund Forestry truck $                200,000.00 $             228,536.65 $ (28,536.65) Equipment Replacement/General Fund TOTAL $                503,000.00 $               532,104.72 $ (29,104.72) FY 2023‐2024 Capital Outlay
Public Works Vehicles
0010 WT5HP WHM1 1 1.000 12,280.00 8,596.00 8,596.00
WATER TRAILER 525G HP HYD
_______________________________________________________________________________________________________________ Items total 8,596.00
Freight (Units) 1,050.00
Taxable amount 8,596.00
State/GST Tax 515.76
Local/PST Tax 21.49
Local Tax 128.94
_______________________________________________________________________________________________________________ Total amount 10,312.19
FOB BOISE, ID - Freight charges quoted are current estimates only. Actual freight charges will be determined at the time of shipment.

Sourcewell Member #27262
Multiquip Sourcewell Contract #020923-MTQ
Sold-to ( CASH-MQ )
City of Cypress
5285 CYPRESS ST
CYPRESS CA 90630-2215
Quotation
Item Material Plant B/O Order Qty Gross Price EA Net Price EA Total Value Document Information
Quotation # 20879528 QT Date 09/19/2023
P.O. # Date
Estimated Ship 11/22/2023
Requested Ship 09/19/2023
Carrier No 18643 Best Way
Entered by JWOOTEN
Order Reason P22 ORDR-Sourcewell
Currency USD
Delivery PPS Prepay/Chrg SPL Frt (Units)
Payment Terms Net 30
Within 30 days without deduction
=============================
Availability is subject to stock on hand at the time purchase order is received.

Quote is valid for 30 days from issue date.

MULTIQUIP INC.
6141 KATELLA AVE, SUITE 200
CYPRESS, CA 90630
PH: 800-421-1244 / 310-537-3700 FAX: 310-537-3927

Ship-to ( CASH-MQ )
City of Cypress
5285 CYPRESS ST
CYPRESS CA 90630-2215
One Unit
(MSRP)
One Unit Total %
Savings
Extended
Unit's (3)
Total
Savings
Contract Price $49,250.00 $47,387.04 3.783 % $142,161.12 $5,588.88 Harbor Truck & Van $19,438.08 $58,314.23
Trademaster
1 additional key(s) $300.00 $900.00
Tax (7.7500 %) $5,202.20 $15,606.60
Tire fee $8.75 $26.25
Transportation $250.00 $750.00
Total $72,586.06 $217,758.20
Yesenia Covarrubias / Joshua Jerome
Fleet Department
Account Manager
[email protected]
(626) 457-5590
9/25/2023
10/19/2023 Re-Configured Quote ID: 25891 R4
Order Cut Off Date: TBA
Mr Jose Guerra
City of Cypress
5275 Orange Ave
Cypress, California, 90630
Dear Jose Guerra,
National Auto Fleet Group is pleased to quote the following vehicle(s) for your consideration.

Three (3) New/Unused (2024 Ford Super Duty F-250 SRW (F2A) XL 2WD Reg Cab 8' Box 142" WB, Harbor Truck & Van Trademaster) and delivered to your specified location, each for - per the attached specifications.

This vehicle(s) is available under the Sourcewell Contract 091521-NAF . Please reference this Contract number on all purchase orders to National Auto Fleet Group. Payment terms are Net 20 days after receipt of vehicle.

Thank you in advance for your consideration. Should you have any questions, please do not hesitate to call.

Sincerely,
Item No. Description Exp. Notes Unit Qty.

FORD-056-R-SRW FORD 56" CA REGULAR CAB SRW GAS--- 1 OF 3 EACH 3 HT098-1541A 8-FT NeXtGen HARBOR TRADEMASTER FOR 56CA SRW. VERTICAL SERIESC/S & S/S W/STAINLESS STEEL POP TOP LIDS. BODY IS APPROX 98"L, 79"W, 49" FLOOR, 41"H, 15"D COMPARTMENTS.

EACH 3
Y08AWHITE HARBOR WHITE SINGLE STAGE NON CLEAR COAT EACH 3 RKTFLB098-1541-R 8-FT TAPERED-LEG SIDE-LOADER OVER-CAB RACK W/ HOOKS, SWING AWAY REAR BAR, & REMOVABLE CROSSBARS, 42" FRONT LENGTH
EACH 3
Z08-F/BRUL79-08-LED MOUNT U-RECESS BUMPER W/ 8" STEP & LED LIGHTS EACH 3 M7PRONG 7 PRONG TRAILER CONNECTOR (POLLAK) EACH 3
MLSBRB-LED LIGHT ROTATING BEACON STROBE LED ECCO 7965 MNT ON BOTH

SIDES OF ARROW
BOARD
EACH 6
MBCK-UP-CAM-LB1 REAR BACKUP CAMERA INSTALL LABOR-1 ONLY EACH 3 ML-00010 MOUNT (4) ECCO #ED3706A LIGHTS. (2) IN FRONT GRILL EACH 3 AND (1) IN EACH REAR END PANEL
SEO_1 ARROW BOARD 36" X 72" 25L LOW PROFILE DIRECTIONAL NO# 2164189 EACH 3 MPDI PDI FOR NEW VEHICLE EACH 3
FREIGHT Freight EACH 3
FUEL CHARGE FUEL CHARGE EACH 3

0.00 53,012.94

0.00 53,012.94
Total:

Total Sales Tax:

Invoice Discount:

Subtotal:

P.O.# _________________
Authorized Signature ___________________ Date _________________ Dealer VIN/VON ____________________
53,012.94
0 Amount Exempt from Sales Tax
Amount Subject to Sales Tax
Sales Quote Date:

Sales Quote
Number:

Sales Quote
To:

Ship
SalesPerson
Customer ID
Terms
Ship Via
To:

Sell
SQ79996

JENNIFER
FLW01

CYPRESS, CA

CITY OF CYPRESS
2% 10 Days, Net 30
HARBOR
626-414-2000 (626) 457-5590
ALHAMBRA, CA 91801
1601 W MAIN STREET

WATSONVILLE FORD
Fax: 714-996-0695
Phone: 714-996-0411
Brea, CA 92821
255 Voyager Ave
9/19/2023

Tax Ident. Type Legal Entity
Harbor Truck and Van is Not Held Responsible for any items not listed on this quote/order. Pricing on the quote/order is valid 30 days from the sales quote/order date that is signed (and requested as needed) and the chassis/truck assigned to the quote/order arrives within that 30-day period. Both conditions must be met or the quote/order becomes null and void and must be re-quoted/re-signed.

Territory
Location
REGION 1
BREA
Inside Sales Rep.: Kimberly Bellamy
VIN
Dealer Number DEALER # F72795
Unit price: $ 17,670.98 +10% = $19,438.08 x 3 = $58,314.23 One Unit
(MSRP)
One Unit Total %
Savings
Total Savings
Contract Price $50,860.00 $49,193.46 3.277 % $1,666.54
Harbor Truck & Van $20,335.50
Trademaster
1 additional key(s) $300.00
Tax (7.7500 %) $5,411.74
Tire fee $7.00
Transportation $250.00
Total $75,497.70
Yesenia Covarrubias / Joshua Jerome
Fleet Department
Account Manager
[email protected]
(626) 457-5590
9/25/2023
9/25/2023 Re-Configured Quote ID: 25892 R1
Order Cut Off Date: TBA
Mr Jose Guerra
City of Cypress
5275 Orange Ave
Cypress, California, 90630
Dear Jose Guerra,
National Auto Fleet Group is pleased to quote the following vehicle(s) for your consideration.

One (1) New/Unused (2024 Ford Super Duty F-350 SRW (F3E) XL 2WD Reg Cab 145" WB 60" CA, Harbor Truck & Van Trademaster) and delivered to your specified location, each for - per the attached specifications.

This vehicle(s) is available under the Sourcewell Contract 091521-NAF . Please reference this Contract number on all purchase orders to National Auto Fleet Group. Payment terms are Net 20 days after receipt of vehicle.

Thank you in advance for your consideration. Should you have any questions, please do not hesitate to call.

Sincerely,

Purchase of Heavy Duty Trucks – Cost Proposal
Sourcewell Contract Number: National Auto Fleet Group #091521 Purchase of three 2024 Ford F250s and one 2024 Ford F350 Quote includes the following:
- Unit prices
- Upfitting cost, including 10% vendor’s mark-up
- Additional keys charge
- Taxes
- Tire fees
- Transportation fees
\initial1 {“size”:“small”}\
Custom Truck One Source
14670 Randall Ave
Fontana, CA 92335
Phone: (909) 356-6899
www.customtruck.com

CUSTOM TRUCK ONE SOURCE RETAIL BUYERS ORDER
City of Cypress

JOSE GUERRA
Phone: (714) 315-5938
Email: [email protected]
Salesperson: Richard Boardman
Date: October 23, 2023
Quote Number:Q-33248

TITLE INFORMATION
Name as it Should Appear on Title: City of Cypress
Address as it Should Appear on Title: 5275 Orange Avenue, Cypress,CA 90630

BILLING INFORMATION
Bill-To Name: City of Cypress
Address as it Should Appear on Invoice: 5275 Orange Avenue, Cypress,CA 90630

SALES ORDER

UNIT(S) DESCRIPTION PRICE
FREIGHTLINER M2106 4X2 TEREX UT XTPRO60/70-BOC-F-PC 70' FORESTRY BUCKET TRUCK $203,274.00 QL-0070184 Item #: 100_00786
Delivery Address: 5275 Orange Avenue, Cypress, CA 90630 Freight: $8,644.00 Additional Notes: Inc. XTPro60/70 Freightliner M2 106 4x2 Inc. CARB 2022 California Compliant Chassis
Inc. DOT & Safety Inspection with 360° Photo Report, PDI, Road Test, In-Service Training, Wash Detailing & Calif Certified Weight Certificate Inc. Sourcewell Discount & Fee
Sales Tax $16,423.65
E Plate Fee $ 195.00
TOTAL FREIGHT: $ 8,644.00
**ADMINISTRATIVE FEE: $ 0.00
\initial1 {“size”:“small”}\ TOTAL: $ 228,536.65
Price is subject to change Without Notice and is Not Guaranteed due to Fluctuation in Material or Component Prices, Including Manufacturer’s Surcharges.

DEPOSIT WITH ORDER: $ 0.00
AMOUNT DUE PRIOR TO PICKUP OR DELIVERY: $ 228,536.65
THIS IS NOT AN INVOICE. Payment should not be made from this document. Freight and taxes quoted in this Retail Buyers Order, including Federal Excise Tax, sales tax and other taxes, are approximate and for estimation purposes only. Actual freight and taxes may vary and will be reflected on a final invoice.

Any Purchase Order listed is for customer reference purposes only, terms and conditions of sale are dictated by this Retail Buyers Order.

ACCEPTED DEALER (NAME) \fullname2 {“size”:“small”}\
**“AN ADMINISTRATIVE FEE IS NOT AN OFFICIAL FEE AND IS NOT REQUIRED BY LAW BUT MAY BE CHARGED BY A DEALER. THIS ADMINISTRATIVE FEE MAY RESULT IN A PROFIT TO DEALER. NO PORTION OF THIS ADMINISTRATIVE FEE IS

FOR THE DRAFTING, PREPARATION, OR COMPLETION OF DOCUMENTS OR THE PROVIDING OF LEGAL ADVICE. THIS NOTICE IS REQUIRED BY LAW.” SIGNATURE \signature2 {“size”:“small”, “width”:”300”}\\date2 {“size”:“small”, “width”:”100”}\

INITIALS
\initial1
{“size”:“small
”}\
I would like more information on the following about the above purchased units:

FLEXIBLE FINANCING AND LEASE OPTIONS:
\wb1 {"apiName":"FinanceOptions__c","textsize":"small","width":"225"}\ EXTENDED WARRANTY OPTIONS:
\wb1 {"apiName":"WarrantyOptions__c","textsize":"small","width":"225"}\ TOOL-UP PRIOR TO DELIVERY OPTIONS:
\wb1 {"apiName":"PTAOptions__c","textsize":"small","width":"225"}\

PURCHASER’S CERTIFICATION

1. I hereby certify that this order includes all of the terms and conditions on both the face and reverse side hereof. That this order cancels and supersedes any prior agreement and as of the date

CONTINUATION OF TERMS AND CONDITIONS CONSTITUTING A PART OF PURCHASE ORDER \initial1 {“size”:“small”}\
hereof comprises the complete and exclusive statement of the terms of the agreement relating to the subject matters covered hereby, and that THIS ORDER SHALL NOT BECOME BINDING UNTIL ACCEPTED BY DEALER OR HIS AUTHORIZED REPRESENTATIVE; AND

2. I have reviewed this order and fully understand that my new unit will be equipped only with the optional equipment specifically listed on the face of this order plus all standard equipment as designated by the manufacturer at time of delivery; AND

TRANSIT DAMAGE

3. Purchaser acknowledges that there may have been certain transit and/or storage damage to the vehicle sold by the seller herein, and Purchaser hereby releases the Seller for any and all claims arising out of such transit and/or storage damage.

4. THIS IS A CASH SALE

5. NOTICE: IF YOU ARE BUYING A USED VEHICLE, SEE THE REVERSE SIDE UNDER “PROVISIONS APPLICABLE ON SALE OF A USED VEHICLE” BECAUSE IMPLIED WARRANTIES OF MERCHANTABILITY

AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED AND CERTAIN STATEMENTS ARE MADE CONCERNING THE ODOMETER READING

6. I certify that I am 18 years of age, or older; and that I have read the printed matter on the front and back hereof and agree to it as a part of this order the same as if it were printed above my signature. I/we authorize you to check my/our credit and employment history and to provide and/or obtain information about credit experience with me/us “THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.” Purchaser(s) Signature and Date I hereby agree to purchase from you under the terms and conditions specified:

X \signature1 {“size”:“small”}\ \date1 {“size”:“small”}\

7. If Purchaser intends to obtain a certificate of title for this vehicle in a state where selling dealer is licensed to sell this vehicle (or is not required to be licensed to sell this vehicle), Purchaser will accept delivery of this vehicle at a selling dealer location in that state, or such other location as selling dealer and Purchaser may agree. If Purchaser intends to obtain a certificate of title for this vehicle in a state where selling dealer is not licensed to sell this vehicle (and would have otherwise been required to be licensed to sell this vehicle), unless selling dealer and Purchaser otherwise agree, selling dealer will coordinate the shipment of this vehicle to purchaser from Kansas City, Missouri. In such case, Purchaser hereby authorizes selling dealer, on behalf of Purchaser, to enter into a shipping contract with a third-party common carrier for the shipment of this vehicle to Purchaser's physical address set forth on the first page of this Retail Buyers Order, or such other location as selling dealer and Purchaser may agree. Purchaser agrees that delivery of this vehicle, including the transfer of title and risk of loss to purchaser, will occur at the time that this vehicle is loaded onto the common carrier’s transport (i.e., FOB shipping point). The carrier will insure this vehicle while in transit, and the Purchaser will be the beneficiary of any claims for damage to this vehicle or losses occurring while this vehicle is in the possession of the common carrier. The shipping cost, if required, will either be included on this Retail Buyers Order as a separate line item, will be included in the purchase price of the vehicle or separately invoiced per Purchaser’s instructions. The sale of this vehicle from selling dealer to Purchaser will be deemed to have occurred in Kansas City, Missouri.

8. ARBITRATION \initial1 {“size”:“small”}\
MANDATORY ARBITRATION OF DISPUTES; ANY CLAIM, CONTROVERSY OR DISPUTE OF ANY KIND BETWEEN THE CUSTOMER AND THE COMPANY ARISING OUT OF OR RELATED TO THIS

AGREEMENT (WHETHER BASEDON CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL OR EQUITABLE THEORY) SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION PURSUANT TO THE FOLLOWING TERMS.
a. The Federal Arbitration Act, not state law,shall govern the arbitration process and the question of whether a claim is subject to arbitration. The customer, however, retains the right to take any claim, controversy or dispute that qualifies to small claims court rather than arbitration. b. A single arbiter engaged in the practice of law will conduct the arbitration. The arbitrator will be selected according to the rules of the American Arbitration Association or, alternatively; may be selected by agreement ofthe parties, who shall cooperate in good faith to selectthe arbitrator. The arbitration shall be conducted by, and under the then-applicable rules of the American Arbitration Association. Any required hearing fees and costs shall be paid by the parties as required by the applicable rules, but the arbitrator shall have the power to apportion such costs as the arbitrator deems appropriate.
c. The arbitrator’s decision and award will be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court with jurisdiction.

NOTICE: LANGUAGE IN SECTION 3, SECTION 6, AND SECTION 7 BELOW DISCLAIMING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ON VEHICLE WHICH IS SUBJECT OF THIS ORDER DOES NOT APPLY WHEN A SERVICE CONTRACT IS SOLD WITHIN 90 DAYS OF THE VEHICLE’S DATE OF SALE IN WHICH THE DEALER IS LEGALLY LIABLE UNDER THE SERVICE CONTRACT.

Provisions Applicable On Sale Of New Vehicle

1. PRICE REVISION: In the event the price to dealer of the series and body type ordered by purchaser is changed by the manufacturer prior to delivery to purchaser of the vehicle ordered by purchaser, dealer has the right to accordingly change the cash delivered price to purchaser, provided that if purchaser does not agree with such price change, purchaser may cancel this Purchase Order, in which event if a used vehicle has been traded in as a part of the consideration for the vehicle purchased by purchaser such traded-in vehicle shall be returned to purchaser upon payment of a reasonable charge for storage and repairs (if any), or , if such traded-in vehicle has been previously sold by dealer the amount received therefore less a selling commission of 15% and any expenses (for storing, insuring, conditioning or advertising such vehicle for sale) shall be returned to purchaser.

2. It is understood that there is not relationship of principal and agent between the dealer and the manufacturer and that the dealer is not authorized to act or attempt to act, or represent himself, directly or by implication, as agent of the manufacturer, or in any manner assume to create, or attempt to assume to create, any obligation on behalf of or in the name of the manufacturer.

3. The only warranties applying to this vehicle are those offered by the manufacturer. The selling dealer hereby expressly disclaims all warranties either expressed or implied, including any implied warranties of merchantability or fitness for a particular purpose and neither assumes not authorizes any other person to assume for it any liability in connection with the sale of the vehicle. Buyer shall not be entitled to recover from the selling dealer any consequential damages, damages to property, damages for loss of use, loss of time, loss of profits or income, or any other incidental damages.

The manufacturer’s printed warranty offered on the sale of new vehicles will be furnished to the purchaser upon delivery of the vehicle. Copies of manufacturer’s warranties are available for study

4. IMPORTANT: If your new passenger car or light truck purchased on or after January 1, 1958 is defective and cannot be made to conform to its applicable express warranty coverage after four repair attempts, or it is out of service for more than 30 calendar days during the period of one year or the term of if its applicable express warranty, whichever is earlier, you may be entitled under state law to replacement or to a refund. You must first notify the manufacturer of the problem in writing and provide the manufacturer an opportunity to repair the vehicle.

Provisions Applicable On Sale Of A Used Vehicle

5. THE INFORMATION YOU SEE ON THE WINDOW FORM (BUYERS GUIDE) FOR THIS VEHICLE IS PARTOF THIS CONTRACT. INFORMATION ON THE WINDOW FORM OVER- RIDES ANY CONTRARY PROVISIONS IN THE CONTRACT OF SALE.

6. WITHOUT A WRITTEN DEALER’S WARRANTY

CONTINUATION OF TERMS AND CONDITIONS CONSTITUTING A PART OF PURCHASE ORDER \initial1 {“size”:“small”}\
A. The vehicle described on the reverse of this page is being sold to you “AS IS” and “WITH ALL FAULTS,” and THE SELLING DEALER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, and neither assumes nor authorizes any other person to assume for it any liability in connection with the sale of this vehicle. Further, the undersigned acknowledges that he is not relying on any representations in purchasing this vehicle that may have been made by dealer or its agents or employees concerning the condition of the vehicle which are not stated herein. Purchaser shall not be entitled to recovery from the selling dealer for any consequential damages, incidental damages, property damage, or damages for loss of use, loss of time, loss of profits, for inconvenience or loss of income. If selling dealer issues a written express warranty or there remains a part of the manufacturer’s warranty which has not expired according to its terms, this provision does not apply.

B. The selling dealer received this vehicle, with approximately the mileage shown on the odometer (less miles driven for testing and demonstration). However,selling dealer makes no warranty or representation as to the accuracy of said odometer reading, either express or implied, except that said odometer reading has not been altered by selling dealer, and that dealer has no knowledge that it was altered or disconnected prior to the time this vehicle came into the dealer’s possession. In consideration of the purchase price stated on the reverse side of this page, purchaser hereby releases and forever discharges dealer, its officers, directors, employees, agents,successors, and assigns, from any and all claims, causes of action, liability and damages, which may result or develop from the
accuracy of the odometer reading, and in the event that a claim is asserted against dealer by a subsequent purchaser of this vehicle based upon the accuracy of the odometer reading, purchaser agrees to indemnity and hold harmless the dealer there from.

Purchaser understands that dealer has no control over what may have been done to the odometer by previous owners and that dealer has no way to ascertain the correctness of the odometer reading. Purchaser acknowledges that he has read understands and accepts all of the provisions of this disclaimer of warranty and release as set forth in paragraph 6

7. WITH A DEALER’S WRITTEN WARRANTY
A. The only warranties applying to the sale of this vehicle are those extended by the manufacturer in an unexpired manufacturer’s warranty, if any so exists, and/or an express written limited warranty extended by selling dealer and delivered to purchaser at the time of delivery of this vehicle. The provisions and terms of such express written limited warranty are those set out in such instrument and SELLING DEALER HEREBY LIMITS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE SAME DURATION OF TIME AS THE EXPRESS WRITTEN LIMITED WARRANTY PROVIDED BY SELLER. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. Further, selling dealer neither assumes not authorizes any person to assume for it any liability other than that expressed in such instrument. The under- signed acknowledges that he is not relying on any representations herein. Purchaser’s damages for the condition of this vehicle are limited and restricted to those which are recoverable by purchaser there under, including consequential or incidental damages. Some states do not allow the exclusion or limitation of consequential or incidental damages, so the above limitation may not apply to you. If the vehicle is sold “asis” and “with all faults,” this provision “A”does not apply.

B. The selling dealer received this vehicle, with approximately the mileage shown on the odometer (less miles driven for testing and demonstration). However, selling dealer makes no warranty or representation as to the accuracy of said odometer reading, either express or implied, except that said odometer reading has not been altered by selling dealer, and that dealer has no knowledge that it has altered or disconnected prior to the time this vehicle came into dealer’s possession. In consideration of the purchase price stated on the reverse side of this page, purchaser hereby releases and forever discharges dealer, its officers, directors, employees, agents, successors and assignees, from any and all claims, causes of action, liability and damages, which may result or develop from the accuracy of the odometer reading, and in the event that a claim is asserted against dealer by a subsequent purchaser of this vehicle based upon the accuracy of the odometer reading, purchaser agrees to indemnify and hold harmless dealer there from.

Purchaser understands that dealer has no control over what may have been done to the odometer by previous owners, and that dealer has no way to ascertain the correctness of the odometer reading. Purchaser acknowledges that he has read, understands and accepts all of the provisions of this disclaimer of warranty and release as set forth in paragraph Other Provisions

8. NOTIFY SELLER WITHIN 20 DAYS: Purchaser shall give notice to seller of any breach of contract of express or implied warranty applicable to the goods within twenty (20) days of the time he discovers or should have discovered said breach or the purchaser shall be barred from any remedy for the breach. Purchaser shall thereafter return the goods to seller, or anyone designated by seller. Within twenty (20) days after the notice of breach to allow the seller the opportunity to cure the breach or the purchaser shall be barred from any remedy for the breach.

9. REAPPRAISAL OF TRADED-IN VEHICLE: If a vehicle has been traded in as a part of the consideration for the vehicle ordered by purchaser hereunder and such vehicle is not delivered to dealer until delivery to purchaser of the vehicle purchased by purchaser, such traded-in vehicle shall be reappraised at that time and such reappraisal value shall determine the allowance made for such vehicle. If such reappraised value is lower than the original allowance therefore shown on the face of this Purchase Order, purchaser may, if dissatisfied therewith, cancel this Purchase Order, provided, however, that such right to cancel is exercised prior to delivery of vehicle ordered hereunder to the purchaser and surrender of the traded-in vehicle to dealer.

10. PURCHASER’S WARRANTY OF TITLE AND PROMPT DELIVER OF TITLE: Purchaser warrants that the traded-in vehicle is his property free and clear of all liens and encumbrances except as otherwise noted on the title. Purchaser understands that the delivery and assignment of the certificate of title to any traded-in vehicle is an integral part of the entire sale transaction expressed in this retail buyer’s order. If purchaser does not simultaneously assign and deliver the certificate of title at the time of trade-in or fails to do so within fifteen days of the trade-in, seller may: (1) cancel the sale/purchase order and exercise any and all remedies under law including repossession; or (2) treat the sale in every respect as if no trade-in took place and revise the purchase price for the ordered vehicle accordingly. In such cases, purchaser’s trade-in will be returned upon payment of a reasonable charge for storage and repairs, if any.

11. FAILURE OR REFUSAL TO ACCEPT DELIVERY: Unless this Purchase Order shall have been cancelled by purchaser under and in accordance with the provision of paragraphs “1” or “9” above, dealer shall have the right upon failure or refusal of purchaser to accept delivery of the vehicle ordered and to comply with the terms of this Purchase Order, to retain as liquidated damages any cash deposit made by the purchaser, and in the event a vehicle has been traded-in as a part of the consideration for the vehicle ordered by purchaser hereunder to sell such traded-in vehicle and reimburse himself with the proceeds of such sale for the expenses specified in paragraph “1” above and for such other expenses and losses as dealer may incur or suffer as a result of such failure or refusal by purchaser.

12. FAILURE OR DELAY OF DELIVERY: Dealer shall not be liable for failure to deliver or delay in delivery of the vehicle, accessories, or other parts thereof covered by the Purchase Order where such failure or delay is due, in whole or in part, to any cause other than the negligence of the dealer.

Purchase of Bucket Truck – Cost Proposal
Sourcewell Contract number: Terex Contract #110421
Authorized Sourcewell Distributor/Vendor: Custom Truck One Source.

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 21.

FROM: Jeff Draper, Director of Recreation and Community Services DATE: 11/13/2023
SUBJECT: Approve Names for Arnold Cypress Park Softball Fields

RECOMMENDATION
Approve naming the Arnold Cypress Park softball fields: Founders Field, Rob Johnson Field, Lucy Polanco Field, and Anna Piercy Field.

DISCUSSION
At its joint meeting with the Recreation and Community Services Commission in July, the City Council directed the Commission to recommend names to identify the softball fields at Arnold Cypress Park. The Park is the long-time home to the Cypress Girls Softball League (CGSL) and the naming the fields provides the opportunity to recognize individuals who have made significant contributions to Arnold Cypress Park, Cypress Girls Softball League or the City.

The Commission received 386 submissions on behalf of 23 individuals, families, businesses, and non-profit organizations.

At its September meeting, the Commission recommended four names for City Council consideration: Founders Field in recognition of CGSL’s founders (Tony Nieto, Lloyd McPherson, and Gordon Mullins), Rob Johnson Field, Lucy Polanco Field, and Karen Rokosz Field. While Ms. Rokosz contributions to CGSL are noteworthy, she does not have other strong connections to Cypress. Alternatively, the RCS department recommends naming the fourth field in honor of Anna Piercy, a longtime Cypress resident, retired Lexington Junior High School teacher, former Mayor, and current Anaheim Union High School District Trustee who has made significant contributions to the youth of Cypress.

It is recommended the City Council name the softball fields at Arnold Cypress Park (currently designated one through four) in this manner regardless of its decision to reconstruct the Park.

Founders Field in Recognition of Tony Nieto, Lloyd McPherson, and Gordon Mullins Tony, Lloyd, and Gordon were instrumental in the founding of CGSL. They championed women’s sports and spent their time, talent, and finances to create the league. They each spent countless hours at Arnold Cypress Park, held various roles within the organization, and always had the girls’ best interests at heart. These founders set the groundwork for CGSL to become one of the premier softball leagues in Orange County.

Rob Johnson Field
Rob coached the CGSL for 12 years and served as league President for four years. In 2002, Rob was appointed to the Recreation and Community Services Commission and served eight years helping improve recreational programs and facilities, including Arnold Cypress Park.

Rob was elected to the City Council in 2012 where he was instrumental in starting the process for rehabilitation of Arnold Cypress Park, including adding the project to the CIP and approving a community outreach strategy. In 2019, Rob also advocated for the conversion of the largely underutilized roller hockey rink into six pickleball courts at Arnold Cypress Park.

Rob served as Mayor twice during his tenure on the City Council.

Lucy Polanco Field
Lucy played softball with CGSL and attended Arnold Elementary School. In 2019, Lucy was diagnosed with Diffuse Intrinsic Pontine Glioma (DIPG), an extremely rare form of brain cancer that would eventually take her life. Lucy is remembered as someone who had fun on the field, gave it her all, and fought DIPG courageously. Her battle continues to inspire many girls to keep playing and do what they are passionate about despite any battle.

Anna Piercy Field
Anna served on the Cypress City Council from 1996 to 2004. During her tenure, she supported upgrades at Arnold Cypress Park, including replacing playground equipment, renovating the community room and picnic pavilion, and installing the roller hockey rink. After retiring from 37 years of teaching in the Anaheim Union High School District (AUHSD), Anna was elected to the AUHSD Board of Trustees in 2006. Anna continues to serve on the AUHSD Board of Trustees and was instrumental in securing an alternative site for CGSL to use while Arnold Cypress Park is under construction.

BUDGET IMPACT
The Arnold Cypress Park reconstruction project budget will include funding for field signage.

LEGAL REVIEW
None required.

APPROVED BY:  Peter Grant, City Manager
Attachments
Recommended Field Names
Rob Johnson
Field
Lucy Polanco
Field
Anna Piercy
Field
Founders Field
Recognizing
Tony Nieto, Lloyd
McPherson, and
Gordon Mullins
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 22.

FROM: Douglas Dancs, Director of Public Works
DATE: 11/13/2023
SUBJECT: Award Contracts for Arnold Cypress Park Rehabilitation, Project 308, and Approve a Loan Agreement Between the City and District

RECOMMENDATION

1. Award a contract to Los Angeles Engineering, Inc. for $28,040,000 and authorize a contingency of $2,804,000; and

2. Award a contract to Griffin Structures, Inc. for Construction Management and Inspection Services for $875,000 and authorize a contingency of $87,500; and

3. Appropriate an additional $6 million for the construction of Arnold Cypress Park; and

4. Approve a Repayment Agreement and Promissory Note between the City and District for an amount not to exceed $33.5 million.

SUMMARY
The City Council began planning for the replacement of Arnold Cypress Park in 2015. Design and community engagement launched in 2020 and was completed earlier this year. Inflation, supply chain challenges and commodity shortages have significantly increased construction costs, but replacing the 74-year-old park remains in the community’s best interest in the short and long-term. Both the City and the District have the financial wherewithal to deliver the project, which should take about 12 months to build. The reimagined Arnold Cypress Park will provide sports courts, fields, pickleball and address long-standing public safety concerns arising from the existing, antiquated design. The City/District investment in Arnold Cypress Park will also incentivize private property owners to invest in the neighborhoods that surround the Park.

DISCUSSION

BACKGROUND

BACKGROUND
Arnold Cypress Park (ACP) was built in 1949 and expanded to 14.55 acres in 1963. The 74-year-old park has undergone very few upgrades and while operational, its layout is inefficient and presents public safety challenges. ACP is long overdue for a major reinvestment.

Parks and Facilities Condition and Utilization Assessment Study (FCA) Over the last 20 years, the District has commissioned a series of reports to analyze the condition of its facilities and how best to maintain, rehabilitate and replace them. The most recent report, the FCA, examined Cypress’ recreational facilities and identified the need to replace ACP. The FCA also advised the District to organize recreation facilities on its property and provide additional sites for future programming, because the District is reliant on public school sites, which may eliminate/limit joint use in the future.

Before the District could initiate reconstruction of ACP, Los Alamitos Race Course donated the land that ultimately became Lexington Park and ACP was delayed. As detailed in this report, that delay proved expensive, but the City/District could not reasonably foresee the onset of historical inflation and did not have the capacity to take on two major park projects at once.

Community Engagement and Park Design
In 2020, the City Council approved community outreach to develop ACP’s new design and included its reconstruction in the Capital Improvement Program.

In 2022, City Council awarded the design contract, approved the preliminary design, and received a report on a second round of community outreach that refined the design.

In July 2023, the City Council approved plans and specifications for ACP reconstruction:

Four softball fields and batting cages and bullpens
Eight lighted pickleball courts
Children's play area with fabric shade sails
Restroom and concession building
Lighted basketball and volleyball court
Half-mile walking path
294 parking spaces with 12 EV charging stations
Picnic amenities
Exercise equipment
Storage building
Covered bleachers
Over 225 trees
ACP’s antiquated layout creates multiple areas that are difficult to light at night and cannot be easily observed by passersby or patrolling Police Officers. In summer 2020, public safety concerns at ACP were sufficiently serious that the City launched a program to improve the user and visitor experience and address public safety and quality of life issues in the area adjacent to ACP. Cypress and La Palma Police Officers, undercover Police Officers, Police Aides and social workers performed nearly 900 patrol checks over 90 days at ACP. Most of the checks required foot patrol which is inefficient and difficult to do safely with a single Police Officer. Combined with additional Public Works maintenance, the program improved conditions at ACP and the surrounding neighborhood. However, it was expensive and required an unsustainable investment of limited personnel resources.

Working with the Police Department, the new ACP is designed with crime prevention through environmental design (CPTED) principles that will resolve many existing public safety challenges. New security features include cameras to deter crime and monitor ACP, enhanced area lighting, and strategically locating buildings and structures to increase visibility and minimize dark/hiding areas. The City Council-approved design is attached.

Benefits to Surrounding Neighborhoods
The ACP neighborhood has one of Cypress’ lowest median household incomes and following the dissolution of redevelopment agencies, cities have very few tools with which to stimulate investments in neighborhoods. Transforming ACP’s 1940s layout into a modern, first class amenity presents the City Council one such opportunity.

In How Cities Use Parks for Economic Development, the American Planning Association finds, “Parks provide intrinsic environmental, aesthetic, and recreation benefits to our cities.

They are also a source of positive economic benefits. They enhance property values, increase municipal revenue, bring in homebuyers and workers, and attract retirees. At the bottom line, parks are a good financial investment for a community.” Similarly, the National Recreation and Park Association (NRPA) identifies local parks as essential to a community’s vitality, serving to advance health equity, improve individual and community-level health outcomes, and enhance quality of life. The NRPA reports that:

Homes and properties located near parklands have higher values than those located farther away.

Four in five respondents to the 2021 survey indicated that they seek high quality parks and recreation amenities when choosing a place to live.

Eighty-two percent of corporate executives responding to a 2022 survey rated quality-of-life features as an important factor when choosing a location for a headquarters, factory or other company facility.
94 percent of adults responding to a 2020 poll expressed support for their local government investing in infrastructure improvements that promote economic activity in their community.

The NRPA concludes, “Combined with the ability to deliver healthier and happier communities, parks and recreation transforms our cities, towns and counties into vibrant and prosperous communities for all. Local parks not only help raise the standard of living in our neighborhoods, towns and cities, but they also spark economic activity that can have ripple effects well beyond any initial expenditure in creating jobs and prosperity...”

BIDDING
Given the size and complexity of reconstructing ACP, Public Works prequalified contractors using Department of Industrial Relations procedures. The process included an extensive questionnaire, a uniform rating system, and multiple reference checks. Prequalification has served the City well on previous projects, including Myra Avenue Pump Station No. 2 and 3.

Five contractors submitted prequalification applications and three bid on the project:

CONTRACTOR BID

1. Los Angeles Engineering, Inc. $ 28,040,000

2. OHNO Construction $ 35,050,000

3. Consolidated Contracting Services $ 37,171,641
Bid Analysis
As the City Council has experienced in other capital improvement projects, the bids for the reconstruction of ACP were higher than the City’s third-party estimates. The higher costs are not the result of changes to the project scope, rather they are the direct result of factors affecting the construction industry:

Inflation has increased costs across the board. Increased demand for labor, equipment, materials, and transportation has caused construction costs to increase faster than consumer prices:

Steel poles that support shade sails have increased 50% over three years Sewer pipe relining increased 250% in one year
Street resurfacing increased 60% in two years
Cerritos Avenue frontage landscape improvement bids were 185% higher than the average cost of the three prior median beautification projects Pickleball courts in La Palma were double the original estimate earlier this year Bakersfield recently released a 10 park masterplan with a cost of $44 million for each park
Mission Viejo’s downtown redevelopment jumped 32% this month The project duration also factors into bids exceeding estimates. Subcontractors and vendors typically hold prices for 30 days and, to account for volatility over the course of a long project, the bids include the general contractor’s expected price increases. The bulk of the costs above the engineer’s estimate are for elements of the project that rely heavily on subcontractors and require materials and equipment that experience significant price volatility (earthwork, grading, electrical, landscape, irrigation, and the pre-fabricated restroom and concession buildings).

Description
1 LA
Engineering
2 OHNO
Construction
3 Consolidated
Contracting
Mobilization $ 1.6 $ 2.5 $ 5.6
Demolition $ 1.0 $ 2.0 $ 1.1
Earthwork, Drainage, and Grading $ 3.9 $ 4.9 $ 4.2
Utilities $ 3.6 $ 3.8 $ 4.3
Parking Lots and Hardscape $ 2.5 $ 4.5 $ 3.7
Softball Fields $ 4.9 $ 6.1 $ 6.9
Sports Courts $ 0.8 $ 0.9 $ 1.2
Park Amenities $ 4.3 $ 5.1 $ 4.9
Landscape/Irrigation $ 2.4 $ 1.5 $ 2.0
Restrooms/Concessions $ 2.7 $ 3.4 $ 3.0
Street Improvements $ 0.3 $ 0.3 $ 0.2
Comparing the bids highlights that the demolition, earthwork and grading required to reconstruct ACP is very expensive (costs range from $4.9 million to $6.9 million). These costs are necessary to build the foundation for the new ACP. The costs include importing fill dirt to support structures and paved areas and installing complex underground drainage systems, water quality devices, and concession building grease interceptors.

As the City Council is aware, Public Works and RCS explored the potential to phase the project. It was hoped a phased approach would lessen the impact on park users and the neighborhood, and contain costs. As noted above, the need to completely replace the ACP’s underground infrastructure and address its problematic layout makes phasing infeasible.

Public Works, the City’s third-party cost estimator, and City contractors all expect construction costs to continue to increase. No reputable forecast or construction professional expects costs to drop. Deferring or delaying reconstruction of ACP will result in still higher costs.

CONSTRUCTION CONTRACT, CONTINGENCY AND CONSTRUCTION MANAGEMENT

CONSULTANT
The low bidder, Los Angeles Engineering (LAE), is a widely recognized general contractor in Southern California, specializing in parks and athletic fields. LAE has completed a number of projects, including Mackay Park and the Tustin Veterans Sports Park. It is recommended the City Council award the construction contract to LAE.

As is standard practice for capital improvement projects, LAE will guarantee the project through a payment and performance bond. The bond is a financial guarantee, issued by a surety company, and is insurance for the District. The bond mitigates financial risks associated with contractor default or non-performance. Should LAE fail to complete the project, the surety company will hire another contractor and compensate the District for any loss/damage.

The recommendation to approve the construction contract with LAE is accompanied by a recommendation to authorize a 10% contingency ($2,804,000). The contingency covers unanticipated costs and Public Works is confident it is sufficient to complete the project. The contingency cannot be used to fund changes to the project scope, which must be approved by the City Council.

On projects of this scale, Public Works and RCS are supported by a third-party construction management company. Public Works issued a Request for Proposals for design coordination, bid support, and construction management services to seven firms. Public Works and RCS interviewed three firms that responded and the City Council approved a contract for design coordination and bid support with Griffin Structures in May 2022.

Griffin Structures performed well and Public Works subsequently solicited a proposal from it for ACP construction management and inspection services. Griffin Structures is recommended to provide construction management and inspection services, a key role in coordinating construction and ensuring the project meets City Council-approved plans and specifications.

Griffin Structures has assisted public entities and private companies to successfully deliver countless projects and provided construction management for both Mackay Park and Lexington Park.

The project is expected to begin in January 2024 and complete in early 2025. Should the City Council approve the construction contract, groundbreaking is scheduled for December.

Maintenance & Operating Costs
ACP’s landscape maintenance costs average about $50,000 annually. The District will save roughly $75,000 while ACP is under construction and its landscape is being established.

Once the project is complete, Public Works will solicit competitive bids for landscape maintenance. Public Works anticipates the savings typically experienced from a park with new irrigation and landscape will be offset by inflation.

ACP currently requires significant repair costs from vandalism and obsolescence. To combat vandalism and ensure public safety, police officers must frequently patrol ACP, often on foot, as many areas are dimly lit and not visible from the street or parking lots. Similarly, Public Works dedicates extra resources to maintain and clean ACP and to respond to vandalism, littering and destruction of public property. These costs are expected to significantly decrease with ACP’s new layout.

RCS estimates its costs to program and provide services at the new ACP will be accommodated in its existing budget.

BUDGET IMPACT
Summary
A thorough analysis of the City’s and District’s budgets and accumulated reserves determined both entities have the capacity to undertake the project. The City has sufficient, uncommitted cash reserves in its infrastructure reserve bank to make the loan to the District.

The District has sufficient surplus revenue to repay the loan without reducing services or maintenance levels. While the loan will limit the District’s ability to undertake another facility replacement/major rehabilitation project for the foreseeable future, no such projects are contemplated. ACP represents the conclusion of the District’s nearly decade-long facility replacement/rehabilitation program, and the financial impacts associated with expanding Baroldi Sycamore Park are anticipated to be modest.

Analysis
Reconstructing ACP is a major project that the District cannot undertake with its own resources. This is a common challenge for the District which relies on property taxes to fund the majority of its operations, but lacks the diverse revenue stream necessary to accumulate reserves to fund facility replacement/major rehabilitation. The District does not have the ability to dedicate revenue to facility replacement/major rehabilitation without sacrificing programming or significantly (and unrealistically) increasing the cost for its programs and services.

Historically, District facilities were built with park impact fees (Lexington Park) or along with new neighborhoods (Veterans Park and Mackay Park). For many years, the District relied on the redevelopment agency to fund replacement/major rehabilitation projects. Since redevelopment agencies were dissolved, the City has extended loans/grants to the District for Lexington Park and ACP design.

The District’s FY 2023-24 Budget includes $27.5 million for ACP reconstruction funded by a loan from the City’s infrastructure reserve bank. It is recommended the construction budget be increased $6 million and the loan increased to $33.5 million.

City-District Loan
It is recommended the City and District enter into a loan repayment agreement for ACP reconstruction. Similar to the City-District loan for Lexington Park, the terms of the recommended agreement include:

Annual interest paid at a rate of two percent
One interest only payment on June 30, 2024 that will be based on the outstanding loan balance as of that date
Beginning June 30, 2025, the District will repay the City $2 million annually (inclusive of Beginning June 30, 2025, the District will repay the City $2 million annually (inclusive of interest) until the loan is fully repaid in 20 years (FY 2044-45) The loan repayments will be with District General Funds. In the event park development fees or additional property tax revenues are available during the repayment term, the City Council may apply these revenues to some, or all, of the outstanding loan without any prepayment penalty. Should either the City or the District have the need, the City Council can modify the loan terms at any time or forgive it entirely.

District Cash Flows and Operations
Property taxes are the District’s largest revenue source and fund its annual operating costs not covered by user fees, grants and interest earnings. Property tax revenue not required for operations has traditionally been set-aside to fund capital improvements. In FY 2023-24, property tax revenues are projected to exceed operating expenses by $2.45 million:

Property Tax Revenue $6.95M
Budgeted for Recreation
Operations ($4.5M)
Surplus Property Tax
Revenues $2.45M
The annual property tax revenue available for District capital improvements has increased significantly in the last few years due to two factors. First, new development and the sale of existing properties have grown property tax revenues by more than five percent each of the last three years. District property tax revenue growth has outpaced its operating costs over that period, creating surplus revenues available for facilities. Second, the dissolution of the redevelopment agency returned significant annual property tax revenue to the District (approximately $950,000 in FY 2023-24). Prior to FY 2023-24, the former redevelopment agency’s share of District property tax was pledged to repay a loan from the City for Community Center and Senior Center improvements. The loan was paid off in FY 2022-23 and $950,000 of annual property tax revenue is available to service the ACP loan.

In addition to $2.45 million of surplus property tax revenue available for facilities, the District has accumulated $6.5 million for future facility improvements. While the ACP loan payment will limit the District’s ability to add surplus property tax to the reserve, the District also contributes budget savings, property tax growth, and one-time park impact fees to its facility improvement reserve. Historically, the District’s annual budget savings have ranged between $400,000 and $800,000. Over the next 20 years, property tax revenues are projected to grow faster than operating costs and will also be available to contribute to the facility improvement reserve.

Park impact fees are currently committed to repay the Lexington Park loan. While it is difficult to project future park impact fees, it is reasonable to expect the $4.3 million Lexington Park loan balance will be retired well before the ACP loan. Once the Lexington Park loan is extinguished, park impact fees will be available to accelerate repayment of the ACP loan.

While not a prediction, the District received more than $8.2 million in the last two years and has repaid more than half of the Lexington Park loan.

Should the City Council continue to dedicate annual budget savings and surplus property tax revenue to the facility reserve, the Finance department projects the District will have (at least) $750,000 to $1 million available annually for facilities after making its $2 million ACP loan payment.

Between these annual contributions and the $6.5 million facility improvement reserve, the District’s cash flows are projected to be sufficient to fund the projects identified in the Seven-Year Capital Improvement Program.

It is important to restate, the ACP loan will limit the District’s ability to undertake another facility replacement/major rehabilitation project. While no such projects are contemplated, the City and District’s financial reality is that money spent on one service/facility is not available for another. Despite Cypress’ best in class financial management practices, projects the community needs are inevitably balanced against those it wants. ACP will commit the District to maintaining its status quo services, programs and facilities for at least the next decade.

City Cash Flows for Capital Projects
The ACP loan will also impact City resources available for future capital projects. As of June 30, 2023, the City had set aside approximately $72.5 million for future capital projects in its infrastructure reserve bank. These unrestricted General Funds have been accumulated for decades and invested to fund capital projects that lack a dedicated funding source. The cash balances available in the infrastructure reserve bank have grown considerably over the past decade:

INFRASTRUCTURE RESERVE BANK AVAILABLE BALANCES
6/30/2014 $43.3M
6/30/2019 $61.2M
6/30/2023 $72.5M
6/30/2030 (projected) $33.0M
The Seven-Year CIP invests $34.2 million from the infrastructure reserve bank for City projects through FY 2029-30, including the design and construction of Myra Avenue Pump Station No.1. Accounting for the ACP construction loan and annual repayments, a conservative projection anticipates the infrastructure reserve bank balance will be nearly $29 million at the end of the Seven-Year CIP (June 30, 2030):

Available Infrastructure Reserve Bank Balance at
7/1/2023 $72.5M
Projects Funded in Seven-Year CIP (FY 2023-24 to FY
2029-30) ($34.2M)
Recommended Loan to District for ACP ($33.5M)
ACP Loan Repayments from District $12.0M
General Fund Budget Surplus Contributions $7.0M
Interest Earnings $4.9M
Projected Available Cash Reserves for Infrastructure at 6/30/30 $28.7M
This estimate assumes the City Council continues its annual contribution of (at least) $1 million from budget surpluses. Historically, the annual budget surplus contribution for capital projects has been considerably higher (between $2 million and $4 million). The interest rate earned on these cash reserves over the next seven years is projected to range between two and four percent annually. This projection does not include repayment of the $4.3 million Lexington Park loan because it is repaid with park impact fees which cannot be predicted.

However, it is likely the Lexington Park loan will be fully repaid prior to June 30, 2030, resulting in an infrastructure reserve balance of at least $33 million.

In addition to the $72.5 million set-aside in the infrastructure reserve bank at June 30, 2023, the City has nearly $102 million of unrestricted General Fund cash reserves set-aside and earmarked for a variety of contingencies and purposes. These reserves have been accumulated to provide short-term cash flows in the event of an emergency or financial downturn; fund the replacement of vehicles and equipment; and offset liabilities for self-insurance and employee benefits (including pensions). The reserves are largely unrestricted and may be used at the City Council’s discretion.

ALTERNATIVES
Public Works and RCS also analyzed alternatives to reconstructing ACP. Unlike phasing reconstruction, these alternatives are feasible but are not recommended. $20 Million Rehabilitation
Rehabilitating ACP in its current layout over five years would reduce costs. However, ACP will still require significant, disruptive infrastructure upgrades in the next 10 to 20 years; present ongoing public safety and maintenance challenges; and be less of a catalyst for private investment in its surrounding neighborhoods.

Multi-year amenity replacement will disrupt Cypress Girls Softball and park users and consistently occupy Public Works and RCS staff. Costs will also increase during the five-year rehabilitation, likely requiring additional funding. Without changes to ACP’s layout, improved/repaired amenities will continue to attract vandals and the homeless.

Adjusting the project from reconstruction to rehabilitation would push the start of the project into FY 2024-25.

Cost
Year 1: Replace pavilion with shade sails, replace pickleball courts, replace restroom/concession building, install water quality devices
$6,800,000
Year 2: Resurface sports courts and upgrade lighting, upgrade one softball field with synthetic turf and LED lighting, replace two playground areas, replace irrigation, and hydroseed all grass areas $6,700,000
Year 3: Replace north restroom and rehabilitate south concession stand $2,300,000
Year 4: Replace various amenities, replace maintenance building with storage containers, install security system $2,010,000 Year 5: Replace west perimeter fence, replace interior chain-link fencing, and resurface parking lots $2,190,000
TOTAL $20,000,000
$3M to $5M Enhanced Maintenance and Repair
Changing the project from a capital improvement to a five-year campaign of enhanced maintenance and repair significantly reduces costs. The cost avoidance is largely because amenities would not be replaced or enhanced. For example, the softball fields could be laser-leveled and reseeded, while the restrooms and concession buildings that support the fields remain. ACP’s aging infrastructure and antiquated layout would continue to present public safety and maintenance challenges. Without changes to ACP’s layout, improved/repaired amenities will continue to attract vandals and the homeless.

This alternative will occupy Public Works maintenance resources and includes the addition of a full-time Maintenance Worker position dedicated to ACP.

Comparisons of the recommendations and alternatives are attached.

RCS also explored a long-term lease of the Walker Junior High softball fields with Anaheim Union High School District. Even with the potential of a significant investment from the District to Walker’s athletic fields, AUHSD was not interested because it may need to reconfigure Walker’s open space to accommodate additional educational facilities. This alternative would be further complicated because Walker is located in La Palma, not Cypress.

RECOMMENDATION

1. Award a contract to Los Angeles Engineering, Inc. for $28,040,000 and authorize a contingency of $2,804,000; and

2. Award a contract to Griffin Structures, Inc. for Construction Management and Inspection Services for $875,000 and authorize a contingency of $87,500; and

3. Appropriate an additional $6 million for the construction of Arnold Cypress Park; and

4. Approve a Repayment Agreement and Promissory Note between the City and District for an amount not to exceed $33.5 million.

Alternatively, City Council may also:

1. Reject all bids and direct staff to develop a multi-year rehabilitation program; or

2. Reject all bids and direct staff to develop an enhanced maintenance and repair program; or

3. Provide alternate direction.

BUDGET IMPACT
Included above in the agenda report.

LEGAL REVIEW
None required.

APPROVED BY:  Peter Grant, City Manager
Attachments
Award Information
Construction Management Contract
Park Layout
Park Outcome Comparison
Repayment Agreement and Purchase Money Promissory Note (CRPD 4) dated November 13, 2023
Project Award Information Checklist
Description of Project:

This project will rehabilitate Arnold Cypress Park.

Contract Working Days: 250 working days
Orange County Register
Publication Date:

September 8, 2023
Notice Inviting Bids Sent to: CIPList.com, The Orange County Register, McGrawHill Construction, Dodge Construction Network, AGC Plan Room, Construct Connect, Construction Market
Data, PWXPress
Bid Opening Date: October 9, 2023
No. of Bid Packets Purchased: 54
Bidders Base Bid

1. Los Angeles Engineering, Inc., Covina, CA $ 28,040,000

2. OHNO Construction, Jurupa Valley, CA $ 35,050,000

3. Consolidated Contracting Services, San Clemente, CA $ 37,171,641 Apparent Low Bidder: Los Angeles Engineering, Inc., Covina, CA - $28,040,000 Qualified to Perform Work: Yes. Staff confirmed bid was responsive.

Contractor’s License: Registration with DIR:

Valid at Time of Award: Yes Contractor: Yes
Valid at Time of Bid: Yes Sub-Contractor: Yes
Experience:

The apparent low bidder has performed this type of work for multiple government agencies in Southern California.

Construction
Management/Inspection Firm:

Griffin Structures, Inc.

On-Call Contract Date: N/A
Amount of Task Order: $ 875,000

AGREEMENT FOR CONTRACT SERVICES
By and Between

CITY OF CYPRESS
and
GRIFFIN STRUCTURES, INC.
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AGREEMENT FOR CONTRACT SERVICES

BY AND BETWEEN THE CITY OF CYPRESS AND
GRIFFIN STRUCTURES, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ___________, 2023 by and between the City of Cypress, a California municipal corporation (“City”) and GRIFFIN STRUCTURES, INC. (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Contractor, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of Cypress’s Charter and Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder.

As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest -3-
professional standards” shall mean those standards of practice recognized by one or more firstclass firms performing similar work under similar circumstances.

1.2 Contractor’s Proposal.

The Scope of Service shall include the Contractor’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Contractor shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Licenses, Permits, Fees and Assessments.

Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of 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, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor’s risk until written instructions are received from the Contract Officer.

1.6 Care of Work.

The Contractor shall adopt reasonable methods during the life 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 City, except such losses or damages as may be caused by City’s own negligence.
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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. Unless hereafter specified, neither party shall be responsible for the service of the other.

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 Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.9 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed eight-hundred and seventy-five thousand Dollars ($875,000) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8. -5-

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Contractor’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City.

Coordination of the performance of the work with City is a critical component of the services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractorshall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance.

By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Contractor shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Contractor to be paid within forty-five (45) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Review and payment by City for any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.
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ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Contractor 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” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

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 Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractorshall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer 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 Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
________________________ ________________________
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It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall utilize only competent personnel to perform services pursuant to this Agreement. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Contractor.

Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be the Community Development Director or such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor 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, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of -8-
Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. 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 approval 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 Contractor, 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 the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit.
(b) Worker’s Compensation Insurance. A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Contractor against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to the Contractor’s profession. This coverage may be written on a “claims made” basis, and must include -9-
coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Contractor’s services or the termination of this Agreement.

During this additional 5-year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Contractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.

All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer.

No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice:

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

CANCELLED BEFORE THE EXPIRATION DATED THEREOF,
THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY

ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
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[to be initialed] ______________
Contractor Initials
City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or any automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor’s indemnification liabilities as provided in Section 5.3.

In the event the Contractorsubcontracts any portion of the work in compliance with Section

4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.

5.3 Indemnification.

To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorney’s fees incurred in connection therewith;
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(b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorney’s fees.

Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement.

5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk 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 Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract -12-
Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the books and records may be given to City, and access shall be provided by Contractor’s successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Contractor 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. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor 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 Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”), including any electronic documents and materials, prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City in a format of the City’s choice upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.
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6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and 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 Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Orange, State of California.

7.2 Disputes; Default.

In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons -14-
for the default. The notice shall include the timeframe in which Contractor may cure the default.

This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor’s acts or omissions in performing or failing to perform Contractor’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.

Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are 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.

7.6 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 -15-
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Contractor shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon written notice to Contractor. In addition, the Contractor may terminate this Contract for cause, upon sixty (60) days’ advance written notice to City. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Contractor.

If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.9 Attorney’s Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.
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ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Contractor, 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 Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor’s performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

8.3 Covenant Against Discrimination.

Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorney’s fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager -17-
and to the attention of the Contract Officer (with her/his name and City title), City of Cypress, 5275 Orange Avenue, Cypress, California 90630 and in the case of the Contractor, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder 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.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of -18-
“financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5.

Nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation, including but not limited to the Political Reform Act (Government Code Sections 81000, et seq.)
Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Contractor’s Authorized Initials _______

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party 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 said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
19 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Cypress, a municipal corporation
_____________________________________
Anne Mallari, Mayor
ATTEST:
_____________________________________
Alisha Farnell, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
_____________________________________
Fred Galante, City Attorney
CONSULTANT:
_____________________________________
_____________________________________
By:
___________________________________
Name:

Title:

By:
___________________________________
Name:

Title:

Address: _____________________________
_____________________________
_____________________________
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer.

Jon Hughes
President
Dustin Alamo
Vice President
Griffin Structures, Inc.
1 Technology Drive, Bldg i, Suite 829
Irvine, CA 92618
A-1
EXHIBIT “A”

SCOPE OF SERVICES
The Scope of Services for Construction Management/Inspection Services of Arnold Cypress Park, Project 308, shall be as follows:

A. Phase 1 – Construction Management Services
a. Coordinate Items with City and Park Designer
b. Final Review of Plans and Specifications
c. Preconstruction Meeting
d. Project Baseline Schedule
e. Document Standards
f. Document Tracking and Control
g. Records
h. Preconstruction Video and Photos
i. Progress and Other Photos
j. Weekly and Monthly Construction Meetings
k. Other Meetings
l. Submittal Reviews
m. Submittal Log and Status Reviews
n. RFI’s
o. Requests for Changes in Design
p. Field Orders
q. Substitution Requests
r. Record Drawings and Specifications
s. Construction Management
t. Resolution of Day to Day Issues
u. Monthly Schedule Review
v. Identify and Track Changes
w. Requests for Quote
x. Justification of Extra Work
y. Prepare Change Orders
z. Quality Assurance Inspections
aa. Quality Assurance Reports
bb. Revisions to Contractor’s Methods
cc. Deviation in Work
dd. Special Inspections Scheduling
ee. Landscape and Revegetation Inspection
ff. Verify Landscape Inspection and Testing
gg. Equipment Commissioning
hh. LEED Commissioning and Reporting
ii. Close-Out Process
jj. Monthly Projects Status Reports
kk. Operation and Testing Plan
A-2
ll. Punch List
mm. Final Walk-Through
nn. Recommended Acceptance
oo. Operations and Maintenance Materials
pp. Record Drawings and Certification
qq. As-Builts
rr. Contract Closeout
ss. Final Contract Records and Documents
tt. Extended Services
uu. Other Services
B. Reimbursables
a. Submittal Exchange Software
b. Insurance
c. Miscellaneous Items
d. Special Inspections and Testing Allowance
B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. DELETE subsection 1.8 and REPLACE with the following:
“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 a particular Agreement, as defined in Exhibit “A,” or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation up to the amount authorized by the City Council (“Contract Contingency”); or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services.

Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor.

City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

II. Section 5.1(d) shall be amended to read as follows:
“Professional Liability. Professional liability insurance in the amount not less than two million dollars ($2,000,000). This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Contractor’s services or the termination of this Agreement. During this additional 5-year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.”
C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
Contractor’s Fee Proposal is based on all reasonable costs necessary to perform Construction Management services for Arnold Cypress Park, Project 308. For these requisite services, Contractor proposes the following Not to Exceed Lump Sum Fee:

Item
No.

PROJECT PHASE

PROJECT

EXECUTIVE
$240/hr.

CONSTRUCTION

MANAGER
$210/hr.

TOTAL
COST
1 CONSTRUCTION MANAGEMENT SERVICES 190 2,887 $649,245
2 REIMBURSABLE COSTS - - $67,755
3 SPECIAL INSPECTIONS AND TESTING
ALLOWANCE - - $140,000
4 HAZARDOUS MATERIALS INSPECTION
ALLOWANCE - - $18,000
TOTAL NOT TO EXCEED COST $875,000
Within the budgeted amounts for each Task provided above, and with the written approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8.

Rates:

All proposed hourly rates are fully burdened and include overhead, profit, taxes, and benefits. Hours may be reallocated between staff members and tasks in order to accomplish the overall objectives and requirements for the project. The following presents the hourly rates applicable to all staff proposed to work on City projects.

Position Classification Hourly Rate
Project Executive $ 240.00
Project/Construction Manager $ 210.00
Qualifications and Exclusions:

1. Hourly rates are valid through December 2025 and will escalate by CPI annually thereafter.

2. On-site trailer rental, furniture, utilities, and sanitary facilities (Project Management team) are excluded. Contractor assumes that offices will be provided as part of the construction site trailer(s) being provided by the City’s contractor.

3. Costs for all permits required for the project are excluded. It is assumed that the City will pay for all permitting fees, assessments, easements, school fees, and other agency or governmental fees or costs to support the design and construction the project. Contractor has not included any permit related fees within our fee proposal.

4. At no cost to the Owner, and subject to Internal Revenue Code 179D, (Deduction for Energy Efficient Commercial Buildings) Owner agrees to allocate any applicable tax deductions to the Contractor as may be relevant to ‘public entity’ projects.

C-2

5. Costs for surveying, construction staking, environmental and hazardous materials surveys, and all remediation costs are excluded

6. Software licenses or user fees for specific project management software being required by either the City or their contractor(s) is excluded.

7. Cost of bulk blueprinting for plans and specifications for use by the contractors and subcontractors is excluded. Funds included in reimbursable expenses are for Contractor’s printing costs alone.

8. Wage Compliance Program including Certified Payroll auditing, field interviews, or reporting is excluded. Based on State Law SB 854, it is assumed that the Dept. of Industrial Relations (DIR) will manage this effort at the State level. Contractor shall enforce the Contractor registration requirements stipulated by the DIR.

9. Independent or third-party testing companies such as Roofing, Peer Reviews, LEED, or other specialized third-party oversight services other than those listed herein are excluded.

10. Commissioning requirements required by Cal Green (Title 24) are excluded. Contractor shall manage the commissioning process, but we have not included a commissioning agent, nor development of commissioning specifications.

11. No FF&E or OS&E is included in this proposal

12. 24-hour surveillance is excluded.

13. Construction Manager will review all RFI’s, Submittals, and Substitutions for completeness, approvals to be executed by the designer of record.

14. For document tracking control, Contractor has included the use of “Submittal Exchange” for managing construction documentation, and based the hours allocated in this proposal accordingly. The cost of “Submittal Exchange” is included here as a reimbursable expense.

15. This proposal does not include a formal independent Inspector of Record (IOR). All City Building Dept. Permit Inspections are assumed to be performed by the City Building Dept.

16. Construction Cost Estimates, when provided, are based on standard industry practice, professional experience and knowledge of market conditions. Contractor has no control over material and labor costs, contractor’s methods of establishing prices or the market and bidding conditions at the time of bid. Therefore, Contractor does not guarantee that bids received will not vary from the cost estimate provided.

D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025
Contractor Award
Construction
Closeout
•
Field #3
LEGEND
Q) Restroom/Concession/Office Building
@ Synthetic Turf Softball Field (225' Outfield)
@ Synthetic Turf Softball Field (200' Outfield)
© Natural Turf Softball Field
@.) Batting Cages
© Bullpen
(Z) Lighted Pickleball Courts
Field #2
@ Lighted Basketball Court
(?) Lighted Volleyball Court
(@) Shaded Bleacher
(fJ) Dugout
@ Exercise Stations
@ 30' High Safety Netting
Field #1
Qj) 12' Wide Walking Path (0.5 mile loop)
Q§) Storage Area
-
60 120
'
@ Children's Play Area with Shade Canopies
@ Picnic Shelter
@ Perimeter Fence
® Entry Monument
@) Entry / Exit Points
@ Drop-Off
@ Electric Vehicle Parking
@ Parking Total: 294 Stalls
Arnold Cypress Park Rehabilitation
City of Cypress, CA
Fully satisfies Partially satisfies Does not satisfy
Arnold Cypress Park Project Outcomes Award Project
Full Rehabilitation
Alternative 1
Multi-Year
Rehabilitation
Alternative 2
Enhanced
Maint. and Repair

REIMAGINED PARK LAYOUT

MEETS NEEDS OF CYPRESS SOFTBALL AND RCS

IDEAL LAYOUT WITH EMPHASIS ON SECURITY

SPORTS AMENITIES
Four softball fields
Sports lighting for softball fields
Lighted pickleball courts
Lighted basketball court
Shaded spectator seating

PARK AMENITIES
Fitness area
Children’s play area (with shade)
Full complement of picnic pavilions and amenities
Restroom and Concession Building

REPAYMENT AGREEMENT
This Repayment Agreement is entered into as of the 13th day of November 2023, by and between the Cypress Recreation and Park District, a public body corporate and politic (the “District”) and the City of Cypress, a public body corporate and politic (the “City”).

RECITALS
A. Whereas, the City and District would like to establish a repayment agreement between the City and District for the construction costs associated with the reimagining of Arnold Cypress Park, and
B. The District does not have sufficient cash reserves available to pay for the full cost of the project, and
C. Beginning in FY 2023-24, the District has additional annual property tax revenue available due to paying off all outstanding obligations associated with the dissolution of the former Redevelopment Agency in FY 2022-23, and D. The District desires to have the park constructed prior to the receipt of sufficient property tax receipts, which will require the issuance of a promissory note; and E. The City has approximately $72.5 million of cash reserves set-aside for capital improvements, which far exceeds the cash reserves necessary to fund the SevenYear Capital Improvement Program through June 30, 2030; and F. The City is projected to have more than $50 million of cash reserves available at June 30, 2030 before issuance of a new promissory note; and G. Whereas, the City and District would like to formally authorize the City Manager/Executive Director to issue a new promissory note for up to $33,500,000 to pay for the construction of the new park and establish an applicable interest rate of two percent and minimum annual repayments of $2 million starting June 30, 2025; and
NOW, THEREFORE, in consideration of the foregoing mutual covenants and conditions set forth herein, the parties hereto agree as follows:

Section 1. The District hereby agrees to pay the City as full consideration for the initial loan referred to in the recitals hereinabove, a total sum not to exceed Thirty Three Million and Five Hundred Thousand Dollars ($33,500,000) with interest thereon calculated at a rate equal to two percent per annum. The loan amounts shall not exceed actual costs incurred for the construction of the upgraded park. The District’s obligations hereunder shall be evidenced by a Promissory Note substantially in the form attached hereto and incorporated herein by reference (the “Purchase Money Promissory Note”).

Payments of Two Million Dollars ($2,000,000), which is inclusive of all accrued interest, with respect to the Purchase Money Promissory Note shall be due annually on June 30th starting on June 30, 2025. Full payment of the outstanding principal with respect to the Purchase Money Promissory Note shall be due no later than June 30, 2045 unless extended by mutual agreement of the parties hereto.

A one-time interest only payment, calculated at a rate of two percent per annum, will be due on June 30, 2024 based on the average loan amount outstanding during FY 2023- 24 While the loan is scheduled to be amortized and repaid over a maximum 20 year period, additional principal payments can be made at any time without penalty to the District.

Such repayments can be made should additional property tax revenues or park development fees become available based on staff’s recommendations.

The District shall execute and deliver the Purchase Money Promissory Note as of the date of the execution of this Agreement.

Section 2. The District’s obligation to make payments to the City pursuant to the Purchase Money Promissory Note shall be payable solely from property taxes or park development fees allocated to the District but only if and to the extent such amounts are available, and determines in its sole discretion to use to repay said amounts. In the event that there are insufficient funds from the sources identified herein to make the required payments with respect to the Purchase Money Promissory Note in the year in which such payments are to be made, the City shall reasonably consider (but shall not be obligated to) extend the time for payment by adding such amounts to the principal balance evidenced by the Purchase Money Promissory Note and interest at the rate set forth in the Purchase Money Promissory Note.

Section 3. The parties hereto acknowledge and agree that the District’s obligation to pay the amounts evidenced by the Purchase Money Promissory Note shall be automatically subordinated to any other obligation of the District secured by property tax revenues or park development fees or for which property tax revenues are otherwise pledged in connection with the issuance of bonds or certificates of participation.

Section 4. The District shall have the right at any time, from time to time, upon at least ten (10) days written notice to the City, to prepay without premium or penalty, the outstanding balance of the Purchase Money Promissory Note, or any portion thereof, with interest payable through the date of such prepayment.

Section 5. This Agreement embodies the entire Agreement understanding between the parties hereto with respect to the matters set forth herein and supersedes all prior agreements and understandings related to the subject matter hereof.

Section 6. This Agreement shall terminate when all obligations of the District as evidenced by the Purchase Money Promissory Note shall have been discharged in full.

Section 7. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be effected or impaired thereby.

Section 8. No member, officer, agent or employee of the District shall be individually or personally liable for the payment of, the principal of or interest on the Purchase Money Promissory Note.

IN WITNESS WHEREOF, the parties have executed this Repayment Agreement as of the date first above written.

CITY OF CYPRESS

By____________________________
City Mayor
ATTEST:
______________________________
City Clerk

CYPRESS RECREATION AND PARK DISTRICT
By_________________________________
District Board Chair
ATTEST
____________________________
District Executive Director
PURCHASE MONEY PROMISSORY NOTE (CRPD 4)
Not to Exceed $33,500,000
Cypress, CA November 13, 2023
The Cypress Recreation and Park District, a public body corporate and politic (the “District”), for value received, hereby promises to pay to the City of Cypress, public body corporate and politic (the “City”), the maximum principal sum of Thirty Three Million Five Hundred Thousand dollars ($33,500,000), in lawful money of the United States of America together with interest thereon on the unpaid balance thereof from the date hereof at a rate equal to two percent per annum. With respect to this Purchase Money Promissory Note, the Agency shall pay interest annually on June 30th beginning June 30, 2024 and interest and principal totaling Two Million dollars ($2,000,000) annually beginning on June 30, 2025. Interest shall be computed upon the basis of a three hundred sixty (360) day year and a thirty (30) day month.

This Note is the Purchase Money Promissory Note referred to in the Repayment Agreement dated as of November 13, 2023, between the City and the District and is entitled to all the benefits and is subject to all the limitations provided for therein.

Reference is made to said Agreement for, inter alia, the rights of prepayment and the sources of payment of the principal of and interest on this Purchase Money Promissory Note.

CYPRESS RECREATION AND PARK DISTRICT
By_________________________________
District Board Chair
ATTEST:
__________________________
Executive Director
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 23.

FROM: Mark Lauderback, Chief of Police
DATE: 11/13/2023
SUBJECT: Approve an Agreement for a Police Vehicle Mobile Audio Video System

RECOMMENDATION

1. Approve a five-year agreement for $404,199 with Axon Enterprises, Inc. for the purchase, installation and support of a mobile audio video system for Police department patrol vehicles; and

2. Approve an agreement with Axon Enterprises, Inc. for Sourcewell cooperative agreement pricing.

DISCUSSION
Replacing the existing mobile audio video (MAV) recording system and incorporating automatic license plate reader (ALPR) technology is one of the City Council’s Strategic Plan objectives, included in the Technology Master Plan project, and funded in the Budget.

The Police Department has used MAV recording systems in its patrol vehicles for over 25 years. The in-vehcile system captures audio and video during law enforcement encounters.

The recording is categorized, stored, and transferred to an in-house server for use in investigations. The MAV system has repeatedly proven to be a valuable tool in enhancing criminal prosecutions, reducing City liability, and bolstering accountability and transparency.The current MAV system was installed in 2017 and has reached the end of its useful life.

ALPR technology is used by most law enforcement agencies in California and 18 of the 21 Orange County municipal police departments (including Cypress in a limited way). An ALPR-enahcned MAV system scans the license plates of passing vehicles and has two primary functions. In patrol vehicles, ALPR compares license plate numbers to databases of vehicles of interest to law enforcement, and alerts the Police Officer when a vehicle of interest is observed. Police Officers must validate that the ALPR has accurately interpreted the license plate, confirm that the license plate matches the vehicle of interest, verify that the alert is valid, and make an informed decision as to what action to take, if any. The ALPR system refreshes the comparison list every four hours to obtain the most current information.

An alert alone does not justify a traffic stop or detention.

The second function is as an tool for investigators. Since the majority of our investigations take place after a crime occurs, ALPR allows investigators to check the area of the crime for vehicles that may have been involved, or having identified a vehicle as being involved, determine when they have the greatest chance of encountering that vehicle again.

ALPR can scan up to 3,600 license plates per hour, compared to 150 per hour for a Police Officer checking manually. This efficiency gain increases the number of stolen vehicles recovered, wanted persons arrested, missing persons found, and investigative leads developed.

ALPR only records the license plate numbers, images of the license plates, and location data. The Police department policy regarding ALPR is attached. ALPR data is only shared with other law enforcement agencies for official law enforcement purposes; it is confidential and not available to the public; and data that is not otherwise part of a criminal investigation is retained for one year. The State also regulates ALPR. It imposes privacy protection requirements on entities that use ALPR information; prohibits public agencies from selling or sharing ALPR information except to another public agency; and requires that operators use ALPR information only for authorized purposes.

The recommended ALPR-enahnced MAV system is Axon Enterprises’ Fleet-3. Founded in 1993, Axon provides electronic control devices, police bodyworn cameras, and digital evidence management systems to law enforcement agencies worldwide. Fleet-3 is a state-of-the-art, high-definition multi-camera recording and data storage system. Axon provides an efficient transfer of digital evidence through its cloud-based evidence management system and is the District Attorney's preferred digital evidence system. The Fleet-3 system will allow the department to share evidence with the District Attorney’s office in real time, rather than manually transferring and transporting it.

The purchase of the Axon MAV system is recommended through the use of Sourcewell, a cooperative purchasing program that conducts procurement on behalf of other governments.

Municipal Code § 21A-10(e) allows the use of cooperative purchasing programs as a more efficient and cost-effective procurement method by receiving volume-type pricing. Cypress regularly uses cooperative government purchasing programs to purchase items at competitively bid prices.

The agreement with Axon is a five-year subscription, including all software, hardware, and cloud-based storage. The agreement allows for the seamless integration of bodyworn cameras, which is another City Council Strategic Plan objective.

BUDGET IMPACT
The Equipment Replacement Fund includes sufficient amounts for the replacement of the MAV system. The annual, ongoing costs of approximately $80,000 will be incorporated into future Police department budgets. While the annual, ongoing costs of the new system are higher than the current system, there are benefits and cost savings in other areas. For example, the City will no longer need to set-aside capital replacement funds for MAV system hardware and servers. In addition, the amount of time spent by Information Technology maintaining the MAV system is expected to decrease considerably.

LEGAL REVIEW
The City Attorney has reviewed the proposed contract.

APPROVED BY:  Peter Grant, City Manager
Attachments
Axon MAV Quote
Sourcewell - Axon Piggyback Agreement
Master Services and Purchasing Agreement
ALPR Police Department Policy

Q-474849-45187.773KP
Issued: 09/18/2023
Quote Expiration: 12/31/2023
Estimated Contract Start Date: 02/01/2024
Account Number: 119528
Payment Terms: N30
Delivery Method:

SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT
Business;Delivery;Invoice-5275 Orange Ave
5275 Orange Ave
Cypress,
CA
90630-2957
USA
Cypress Police Department - CA
5275 Orange Ave
Cypress
CA
90630-2957
USA
Email:

Kyle Panasewicz
Phone: +1 4803294734
Email: [email protected]
Fax: (480) 905-2071
Jesse Ortiz
Phone: 714-229-6615
Email: [email protected]
Fax:

Quote Summary Discount Summary
Program Length 60 Months Average Savings Per Year $22,652.05 TOTAL COST $395,427.32
ESTIMATED TOTAL W/ TAX $404,198.75 TOTAL SAVINGS $113,260.23 Payment Summary
Date Subtotal Tax Total
Axon Enterprise, Inc.
17800 N 85th St.

Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic: (800) 978-2737
International: +1.800.978.2737

Payment Summary
Date Subtotal Tax Total
Jan 2024 $81,241.48 $1,921.38 $83,162.86
Jan 2025 $78,546.46 $1,712.52 $80,258.98
Jan 2026 $78,546.46 $1,712.52 $80,258.98
Jan 2027 $78,546.46 $1,712.52 $80,258.98
Jan 2028 $78,546.46 $1,712.49 $80,258.95
Total $395,427.32 $8,771.43 $404,198.75

Quote List Price: $508,687.55
Quote Subtotal: $395,427.32
Pricing
All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Term Qty List Price Net Price Subtotal Tax Total Fleet 3 Advanced
72036 FLEET 3 STANDARD 2 CAMERA KIT 21 $2,695.00 $0.00 $0.00 $0.00 $0.00 72048 FLEET SIM INSERTION, ATT 21 $15.00 $12.57 $263.97 $20.46 $284.43 80379 EXT WARRANTY, AXON SIGNAL UNIT 60m 21 $78.00 $65.38 $1,372.98 $0.00 $1,372.98 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 49m 21 $467.46 $391.84 $8,228.64 $0.00 $8,228.64 80401 FLEET 3, ALPR LICENSE, 1 CAMERA 60m 21 $3,840.60 $3,219.29 $67,605.09 $0.00 $67,605.09 72040 FLEET REFRESH, 2 CAMERA KIT 21 $3,058.00 $2,563.29 $53,829.09 $4,171.74 $58,000.83 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 60m 42 $1,106.40 $927.41 $38,951.22 $0.00 $38,951.22 73391 FLEET 3 DEPLOYMENT (PER VEHICLE) 21 $1,600.00 $1,341.16 $28,164.36 $0.00 $28,164.36 11634 CRADLEPOINT IBR900-1200M-B-NPS+5YR NETCLOUD 21 $1,449.00 $1,214.59 $25,506.39 $1,976.74 $27,483.13 80400 FLEET, VEHICLE LICENSE 60m 21 $1,302.00 $1,091.37 $22,918.77 $0.00 $22,918.77 80402 RESPOND DEVICE LICENSE - FLEET 3 60m 21 $976.20 $818.28 $17,183.88 $0.00 $17,183.88 71200 FLEET ANT, AIRGAIN, 5-IN-1, 2LTE, 2WIFI, 1GNSS, BL 21 $249.00 $208.72 $4,383.12 $339.70 $4,722.82 70112 AXON SIGNAL UNIT 21 $279.00 $233.87 $4,911.27 $380.63 $5,291.90 FLEET 3 INTERIOR CAMERA, ADD-ON BUNDLE WITH TAP
72032 FLEET ETHERNET CABLE, CAT6, 20 FT 1 $25.00 $20.95 $20.95 $1.62 $22.57 72037 FLEET 3 INTERIOR CAMERA 1 $500.00 $0.00 $0.00 $0.00 $0.00 72002 FLEET 3 INTERIOR CAMERA, INTERIOR MOUNT 1 $20.00 $16.76 $16.76 $1.30 $18.06 72042 FLEET INTERIOR CAMERA REFRESH 1 $567.00 $475.20 $475.20 $36.83 $512.03 80385 EXT WARRANTY, FLEET 3, INTERIOR CAMERA 49m 1 $108.29 $90.76 $90.76 $0.00 $90.76 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 60m 1 $1,106.40 $927.27 $927.27 $0.00 $927.27 Basic License Bundle
73840 EVIDENCE.COM BASIC ACCESS LICENSE 60m 70 $976.20 $975.00 $68,250.00 $0.00 $68,250.00 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 60m 70 $0.00 $0.00 $0.00 $0.00 $0.00 Pro License Bundle
73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 60m 30 $0.00 $0.00 $0.00 $0.00 $0.00 73746 PROFESSIONAL EVIDENCE.COM LICENSE 60m 10 $2,538.60 $2,535.00 $25,350.00 $0.00 $25,350.00 Individual Items
100159 FLEET 3 - ALPR - API INTEGRATION SERVICES 1 $3,000.00 $0.00 $0.00 $0.00 $0.00 72036 FLEET 3 STANDARD 2 CAMERA KIT 1 $2,695.00 $2,695.00 $2,695.00 $208.86 $2,903.86 80384 EXT WARRANTY, FLEET 3, WIRELESS MIC KIT 49m 30 $106.82 $106.82 $3,204.60 $0.00 $3,204.60 72035 FLEET 3 WIRELESS MIC KIT 30 $702.60 $702.60 $21,078.00 $1,633.55 $22,711.55 Total $395,427.32 $8,771.43 $404,198.75

Delivery Schedule
Hardware
Bundle Item Description QTY Estimated Delivery Date
Fleet 3 Advanced 11634 CRADLEPOINT IBR900-1200M-B-NPS+5YR NETCLOUD 21 01/01/2024 Fleet 3 Advanced 70112 AXON SIGNAL UNIT 21 01/01/2024
Fleet 3 Advanced 71200 FLEET ANT, AIRGAIN, 5-IN-1, 2LTE, 2WIFI, 1GNSS, BL 21 01/01/2024 Fleet 3 Advanced 72036 FLEET 3 STANDARD 2 CAMERA KIT 21 01/01/2024 Fleet 3 Advanced 72048 FLEET SIM INSERTION, ATT 21 01/01/2024 FLEET 3 INTERIOR CAMERA, ADD-ON BUNDLE WITH TAP 72002 FLEET 3 INTERIOR CAMERA, INTERIOR MOUNT 1 01/01/2024 FLEET 3 INTERIOR CAMERA, ADD-ON BUNDLE WITH TAP 72032 FLEET ETHERNET CABLE, CAT6, 20 FT 1 01/01/2024 FLEET 3 INTERIOR CAMERA, ADD-ON BUNDLE WITH TAP 72037 FLEET 3 INTERIOR CAMERA 1 01/01/2024 A la Carte 72035 FLEET 3 WIRELESS MIC KIT 30 01/01/2024 A la Carte 72036 FLEET 3 STANDARD 2 CAMERA KIT 1 01/01/2024 Fleet 3 Advanced 72040 FLEET REFRESH, 2 CAMERA KIT 21 01/01/2029 FLEET 3 INTERIOR CAMERA, ADD-ON BUNDLE WITH TAP 72042 FLEET INTERIOR CAMERA REFRESH 1 01/01/2029 Software
Bundle Item Description QTY Estimated Start Date Estimated End Date Basic License Bundle 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 70 02/01/2024 01/31/2029 Basic License Bundle 73840 EVIDENCE.COM BASIC ACCESS LICENSE 70 02/01/2024 01/31/2029 Fleet 3 Advanced 80400 FLEET, VEHICLE LICENSE 21 02/01/2024 01/31/2029 Fleet 3 Advanced 80401 FLEET 3, ALPR LICENSE, 1 CAMERA 21 02/01/2024 01/31/2029 Fleet 3 Advanced 80402 RESPOND DEVICE LICENSE - FLEET 3 21 02/01/2024 01/31/2029 Fleet 3 Advanced 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 42 02/01/2024 01/31/2029 FLEET 3 INTERIOR CAMERA, ADD-ON BUNDLE WITH TAP 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 1 02/01/2024 01/31/2029 Pro License Bundle 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 30 02/01/2024 01/31/2029 Pro License Bundle 73746 PROFESSIONAL EVIDENCE.COM LICENSE 10 02/01/2024 01/31/2029 Services
Bundle Item Description QTY
Fleet 3 Advanced 73391 FLEET 3 DEPLOYMENT (PER VEHICLE) 21 A la Carte 100159 FLEET 3 - ALPR - API INTEGRATION SERVICES 1 Warranties
Bundle Item Description QTY Estimated Start Date Estimated End Date Fleet 3 Advanced 80379 EXT WARRANTY, AXON SIGNAL UNIT 21 02/01/2024 01/31/2029 Fleet 3 Advanced 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 21 01/01/2025 01/31/2029 FLEET 3 INTERIOR CAMERA, ADD-ON BUNDLE WITH TAP 80385 EXT WARRANTY, FLEET 3, INTERIOR CAMERA 1 01/01/2025 01/31/2029 A la Carte 80384 EXT WARRANTY, FLEET 3, WIRELESS MIC KIT 30 01/01/2025 01/31/2029 Page
5 Q-474849-45187.773KP
Payment Details
Jan 2024
Invoice Plan Item Description Qty Subtotal Tax Total
Spare Kit 72036 FLEET3 STANDARD2 CAMERA KIT1 $2,695.00 $208.86 $2,903.86 Year1 100159 FLEET3- ALPR- API INTEGRATION SERVICES1 $0.00 $0.00 $0.00 Year1 11634 CRADLEPOINT IBR900-1200M-B-NPS+5YR NETCLOUD 21 $5,101.28 $395.35 $5,496.63 Year1 70112 AXON SIGNAL UNIT 21 $982.25 $76.13 $1,058.38 Year1 71200 FLEET ANT, AIRGAIN, 5-IN-1, 2LTE, 2WIFI, 1GNSS, BL 21 $876.62 $67.94 $944.56 Year1 72002 FLEET3 INTERIOR CAMERA, INTERIOR MOUNT1 $3.35 $0.26 $3.61 Year1 72032 FLEET ETHERNET CABLE, CAT6, 20 FT1 $4.19 $0.32 $4.51 Year1 72035 FLEET3 WIRELESS MIC KIT 30 $4,215.60 $326.71 $4,542.31 Year1 72036 FLEET3 STANDARD2 CAMERA KIT 21 $0.00 $0.00 $0.00 Year1 72037 FLEET3 INTERIOR CAMERA1 $0.00 $0.00 $0.00
Year1 72040 FLEET REFRESH,2 CAMERA KIT 21 $10,765.82 $834.35 $11,600.17 Year1 72042 FLEET INTERIOR CAMERA REFRESH1 $95.04 $7.37 $102.41 Year1 72048 FLEET SIM INSERTION, ATT 21 $52.79 $4.09 $56.88 Year1 73391 FLEET3 DEPLOYMENT (PER VEHICLE) 21 $5,632.87 $0.00 $5,632.87 Year1 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 30 $0.00 $0.00 $0.00 Year1 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 70 $0.00 $0.00 $0.00 Year1 73746 PROFESSIONAL EVIDENCE.COM LICENSE 10 $5,070.00 $0.00 $5,070.00 Year1 73840 EVIDENCE.COM BASIC ACCESS LICENSE 70 $13,650.03 $0.00 $13,650.03 Year1 80379 EXT WARRANTY, AXON SIGNAL UNIT 21 $274.60 $0.00 $274.60 Year1 80384 EXT WARRANTY, FLEET 3, WIRELESS MIC KIT 30 $640.92 $0.00 $640.92 Year1 80385 EXT WARRANTY, FLEET 3, INTERIOR CAMERA1 $18.15 $0.00 $18.15 Year1 80400 FLEET, VEHICLE LICENSE 21 $4,583.75 $0.00 $4,583.75 Year1 80401 FLEET 3, ALPR LICENSE,1 CAMERA 21 $13,521.02 $0.00 $13,521.02 Year1 80402 RESPOND DEVICE LICENSE- FLEET3 21 $3,436.78 $0.00 $3,436.78 Year1 80410 FLEET, UNLIMITED STORAGE,1 CAMERA 42 $7,790.24 $0.00 $7,790.24 Year1 80410 FLEET, UNLIMITED STORAGE,1 CAMERA1 $185.45 $0.00 $185.45 Year1 80495 EXT WARRANTY, FLEET 3,2 CAMERA KIT 21 $1,645.73 $0.00 $1,645.73 Total $81,241.48 $1,921.38 $83,162.86
Jan 2025
Invoice Plan Item Description Qty Subtotal Tax Total
Year2 100159 FLEET3- ALPR- API INTEGRATION SERVICES1 $0.00 $0.00 $0.00 Year2 11634 CRADLEPOINT IBR900-1200M-B-NPS+5YR NETCLOUD 21 $5,101.28 $395.35 $5,496.63 Year2 70112 AXON SIGNAL UNIT 21 $982.25 $76.13 $1,058.38 Year2 71200 FLEET ANT, AIRGAIN, 5-IN-1, 2LTE, 2WIFI, 1GNSS, BL 21 $876.62 $67.94 $944.56 Year2 72002 FLEET3 INTERIOR CAMERA, INTERIOR MOUNT1 $3.35 $0.26 $3.61 Year2 72032 FLEET ETHERNET CABLE, CAT6, 20 FT1 $4.19 $0.32 $4.51 Year2 72035 FLEET3 WIRELESS MIC KIT 30 $4,215.60 $326.71 $4,542.31 Year2 72036 FLEET3 STANDARD2 CAMERA KIT 21 $0.00 $0.00 $0.00 Year2 72037 FLEET3 INTERIOR CAMERA1 $0.00 $0.00 $0.00
Year2 72040 FLEET REFRESH,2 CAMERA KIT 21 $10,765.82 $834.35 $11,600.17 Year2 72042 FLEET INTERIOR CAMERA REFRESH1 $95.04 $7.37 $102.41 Page
6 Q-474849-45187.773KP
Jan 2025
Invoice Plan Item Description Qty Subtotal Tax Total
Year2 72048 FLEET SIM INSERTION, ATT 21 $52.79 $4.09 $56.88 Year2 73391 FLEET3 DEPLOYMENT (PER VEHICLE) 21 $5,632.87 $0.00 $5,632.87 Year2 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 30 $0.00 $0.00 $0.00 Year2 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 70 $0.00 $0.00 $0.00 Year2 73746 PROFESSIONAL EVIDENCE.COM LICENSE 10 $5,070.00 $0.00 $5,070.00 Year2 73840 EVIDENCE.COM BASIC ACCESS LICENSE 70 $13,650.01 $0.00 $13,650.01 Year2 80379 EXT WARRANTY, AXON SIGNAL UNIT 21 $274.60 $0.00 $274.60 Year2 80384 EXT WARRANTY, FLEET 3, WIRELESS MIC KIT 30 $640.92 $0.00 $640.92 Year2 80385 EXT WARRANTY, FLEET 3, INTERIOR CAMERA1 $18.15 $0.00 $18.15 Year2 80400 FLEET, VEHICLE LICENSE 21 $4,583.75 $0.00 $4,583.75 Year2 80401 FLEET 3, ALPR LICENSE,1 CAMERA 21 $13,521.02 $0.00 $13,521.02 Year2 80402 RESPOND DEVICE LICENSE- FLEET3 21 $3,436.78 $0.00 $3,436.78 Year2 80410 FLEET, UNLIMITED STORAGE,1 CAMERA 42 $7,790.24 $0.00 $7,790.24 Year2 80410 FLEET, UNLIMITED STORAGE,1 CAMERA1 $185.45 $0.00 $185.45 Year2 80495 EXT WARRANTY, FLEET 3,2 CAMERA KIT 21 $1,645.73 $0.00 $1,645.73 Total $78,546.46 $1,712.52 $80,258.98
Jan 2026
Invoice Plan Item Description Qty Subtotal Tax Total
Year3 100159 FLEET3- ALPR- API INTEGRATION SERVICES1 $0.00 $0.00 $0.00 Year3 11634 CRADLEPOINT IBR900-1200M-B-NPS+5YR NETCLOUD 21 $5,101.28 $395.35 $5,496.63 Year3 70112 AXON SIGNAL UNIT 21 $982.25 $76.13 $1,058.38 Year3 71200 FLEET ANT, AIRGAIN, 5-IN-1, 2LTE, 2WIFI, 1GNSS, BL 21 $876.62 $67.94 $944.56 Year3 72002 FLEET3 INTERIOR CAMERA, INTERIOR MOUNT1 $3.35 $0.26 $3.61 Year3 72032 FLEET ETHERNET CABLE, CAT6, 20 FT1 $4.19 $0.32 $4.51 Year3 72035 FLEET3 WIRELESS MIC KIT 30 $4,215.60 $326.71 $4,542.31 Year3 72036 FLEET3 STANDARD2 CAMERA KIT 21 $0.00 $0.00 $0.00 Year3 72037 FLEET3 INTERIOR CAMERA1 $0.00 $0.00 $0.00
Year3 72040 FLEET REFRESH,2 CAMERA KIT 21 $10,765.82 $834.35 $11,600.17 Year3 72042 FLEET INTERIOR CAMERA REFRESH1 $95.04 $7.37 $102.41 Year3 72048 FLEET SIM INSERTION, ATT 21 $52.79 $4.09 $56.88 Year3 73391 FLEET3 DEPLOYMENT (PER VEHICLE) 21 $5,632.87 $0.00 $5,632.87 Year3 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 30 $0.00 $0.00 $0.00 Year3 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 70 $0.00 $0.00 $0.00 Year3 73746 PROFESSIONAL EVIDENCE.COM LICENSE 10 $5,070.00 $0.00 $5,070.00 Year3 73840 EVIDENCE.COM BASIC ACCESS LICENSE 70 $13,650.01 $0.00 $13,650.01 Year3 80379 EXT WARRANTY, AXON SIGNAL UNIT 21 $274.60 $0.00 $274.60 Year3 80384 EXT WARRANTY, FLEET 3, WIRELESS MIC KIT 30 $640.92 $0.00 $640.92 Year3 80385 EXT WARRANTY, FLEET 3, INTERIOR CAMERA1 $18.15 $0.00 $18.15 Year3 80400 FLEET, VEHICLE LICENSE 21 $4,583.75 $0.00 $4,583.75 Year3 80401 FLEET 3, ALPR LICENSE,1 CAMERA 21 $13,521.02 $0.00 $13,521.02 Year3 80402 RESPOND DEVICE LICENSE- FLEET3 21 $3,436.78 $0.00 $3,436.78 Year3 80410 FLEET, UNLIMITED STORAGE,1 CAMERA 42 $7,790.24 $0.00 $7,790.24 Year3 80410 FLEET, UNLIMITED STORAGE,1 CAMERA1 $185.45 $0.00 $185.45 Year3 80495 EXT WARRANTY, FLEET 3,2 CAMERA KIT 21 $1,645.73 $0.00 $1,645.73 Total $78,546.46 $1,712.52 $80,258.98
Page
7 Q-474849-45187.773KP
Jan 2027
Invoice Plan Item Description Qty Subtotal Tax Total
Year4 100159 FLEET3- ALPR- API INTEGRATION SERVICES1 $0.00 $0.00 $0.00 Year4 11634 CRADLEPOINT IBR900-1200M-B-NPS+5YR NETCLOUD 21 $5,101.28 $395.35 $5,496.63 Year4 70112 AXON SIGNAL UNIT 21 $982.25 $76.13 $1,058.38 Year4 71200 FLEET ANT, AIRGAIN, 5-IN-1, 2LTE, 2WIFI, 1GNSS, BL 21 $876.62 $67.94 $944.56 Year4 72002 FLEET3 INTERIOR CAMERA, INTERIOR MOUNT1 $3.35 $0.26 $3.61 Year4 72032 FLEET ETHERNET CABLE, CAT6, 20 FT1 $4.19 $0.32 $4.51 Year4 72035 FLEET3 WIRELESS MIC KIT 30 $4,215.60 $326.71 $4,542.31 Year4 72036 FLEET3 STANDARD2 CAMERA KIT 21 $0.00 $0.00 $0.00 Year4 72037 FLEET3 INTERIOR CAMERA1 $0.00 $0.00 $0.00
Year4 72040 FLEET REFRESH,2 CAMERA KIT 21 $10,765.82 $834.35 $11,600.17 Year4 72042 FLEET INTERIOR CAMERA REFRESH1 $95.04 $7.37 $102.41 Year4 72048 FLEET SIM INSERTION, ATT 21 $52.79 $4.09 $56.88 Year4 73391 FLEET3 DEPLOYMENT (PER VEHICLE) 21 $5,632.87 $0.00 $5,632.87 Year4 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 30 $0.00 $0.00 $0.00 Year4 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 70 $0.00 $0.00 $0.00 Year4 73746 PROFESSIONAL EVIDENCE.COM LICENSE 10 $5,070.00 $0.00 $5,070.00 Year4 73840 EVIDENCE.COM BASIC ACCESS LICENSE 70 $13,650.01 $0.00 $13,650.01 Year4 80379 EXT WARRANTY, AXON SIGNAL UNIT 21 $274.60 $0.00 $274.60 Year4 80384 EXT WARRANTY, FLEET 3, WIRELESS MIC KIT 30 $640.92 $0.00 $640.92 Year4 80385 EXT WARRANTY, FLEET 3, INTERIOR CAMERA1 $18.15 $0.00 $18.15 Year4 80400 FLEET, VEHICLE LICENSE 21 $4,583.75 $0.00 $4,583.75 Year4 80401 FLEET 3, ALPR LICENSE,1 CAMERA 21 $13,521.02 $0.00 $13,521.02 Year4 80402 RESPOND DEVICE LICENSE- FLEET3 21 $3,436.78 $0.00 $3,436.78 Year4 80410 FLEET, UNLIMITED STORAGE,1 CAMERA 42 $7,790.24 $0.00 $7,790.24 Year4 80410 FLEET, UNLIMITED STORAGE,1 CAMERA1 $185.45 $0.00 $185.45 Year4 80495 EXT WARRANTY, FLEET 3,2 CAMERA KIT 21 $1,645.73 $0.00 $1,645.73 Total $78,546.46 $1,712.52 $80,258.98
Jan 2028
Invoice Plan Item Description Qty Subtotal Tax Total
Year5 100159 FLEET3- ALPR- API INTEGRATION SERVICES1 $0.00 $0.00 $0.00 Year5 11634 CRADLEPOINT IBR900-1200M-B-NPS+5YR NETCLOUD 21 $5,101.28 $395.34 $5,496.62 Year5 70112 AXON SIGNAL UNIT 21 $982.25 $76.11 $1,058.36 Year5 71200 FLEET ANT, AIRGAIN, 5-IN-1, 2LTE, 2WIFI, 1GNSS, BL 21 $876.62 $67.94 $944.56 Year5 72002 FLEET3 INTERIOR CAMERA, INTERIOR MOUNT1 $3.35 $0.26 $3.61 Year5 72032 FLEET ETHERNET CABLE, CAT6, 20 FT1 $4.19 $0.34 $4.53 Year5 72035 FLEET3 WIRELESS MIC KIT 30 $4,215.60 $326.71 $4,542.31 Year5 72036 FLEET3 STANDARD2 CAMERA KIT 21 $0.00 $0.00 $0.00 Year5 72037 FLEET3 INTERIOR CAMERA1 $0.00 $0.00 $0.00
Year5 72040 FLEET REFRESH,2 CAMERA KIT 21 $10,765.82 $834.34 $11,600.16 Year5 72042 FLEET INTERIOR CAMERA REFRESH1 $95.04 $7.35 $102.39 Year5 72048 FLEET SIM INSERTION, ATT 21 $52.79 $4.10 $56.89 Year5 73391 FLEET3 DEPLOYMENT (PER VEHICLE) 21 $5,632.87 $0.00 $5,632.87 Year5 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 30 $0.00 $0.00 $0.00 Year5 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 70 $0.00 $0.00 $0.00

Jan 2028
Invoice Plan Item Description Qty Subtotal Tax Total
Year 5 73746 PROFESSIONAL EVIDENCE.COM LICENSE 10 $5,070.00 $0.00 $5,070.00 Year 5 73840 EVIDENCE.COM BASIC ACCESS LICENSE 70 $13,650.01 $0.00 $13,650.01 Year 5 80379 EXT WARRANTY, AXON SIGNAL UNIT 21 $274.60 $0.00 $274.60 Year 5 80384 EXT WARRANTY, FLEET 3, WIRELESS MIC KIT 30 $640.92 $0.00 $640.92 Year 5 80385 EXT WARRANTY, FLEET 3, INTERIOR CAMERA 1 $18.15 $0.00 $18.15 Year 5 80400 FLEET, VEHICLE LICENSE 21 $4,583.75 $0.00 $4,583.75 Year 5 80401 FLEET 3, ALPR LICENSE, 1 CAMERA 21 $13,521.02 $0.00 $13,521.02 Year 5 80402 RESPOND DEVICE LICENSE - FLEET 3 21 $3,436.78 $0.00 $3,436.78 Year 5 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 42 $7,790.24 $0.00 $7,790.24 Year 5 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 1 $185.45 $0.00 $185.45 Year 5 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 21 $1,645.73 $0.00 $1,645.73 Total $78,546.46 $1,712.49 $80,258.95

Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing.

Contract Sourcewell Contract #010720-AXN is incorporated by reference into the terms and conditions of this Agreement. In the event of conflict the terms of Axon's Master Services and Purchasing Agreement shall govern.

Standard Terms and Conditions
Axon Enterprise Inc. Sales Terms and Conditions
Axon Master Services and Purchasing Agreement:

This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement (posted at www.axon.com/legal/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below.

ACEIP:

The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program.

Acceptance of Terms:

Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote.

Exceptions to Standard Terms and Conditions
Sourcewell Contract #010720-AXN used for pricing and purchasing justification. \s1\ \d1\
Signature Date Signed
9/18/2023
1 FLEET STATEMENT OF WORK BETWEEN AXON ENTERPRISE AND AGENCY Introduction
This Statement of Work (“SOW”) has been made and entered into by and between Axon Enterprise, Inc. (“AXON”), and Cypress Police Department - CA the (“AGENCY”) for the purchase of the Axon Fleet in-car video solution (“FLEET”) and its supporting information, services and training. (AXON Technical Project Manager/The AXON installer)
Purpose and Intent
AGENCY states, and AXON understands and agrees, that Agency’s purpose and intent for entering into this SOW is for the AGENCY to obtain from AXON deliverables, which used solely in conjunction with AGENCY’s existing systems and equipment, which AGENCY specifically agrees to purchase or provide pursuant to the terms of this SOW.

This SOW contains the entire agreement between the parties. There are no promises, agreements, conditions, inducements, warranties or understandings, written or oral, expressed or implied, between the parties, other than as set forth or referenced in the SOW.

Acceptance
Upon completion of the services outlined in this SOW, AGENCY will be provided a professional services acceptance form (“Acceptance Form”). AGENCY will sign the Acceptance Form acknowledging that services have been completed in substantial conformance with this SOW and the Agreement. If AGENCY reasonably believes AXON did not complete the professional services in conformance with this SOW, AGENCY must notify AXON in writing of the specific reasons within seven (7) calendar days from delivery of the Acceptance Form. AXON will remedy the issues to conform with this SOW and re-present the Acceptance Form for signature. If AXON does not receive the signed Acceptance Form or written notification of the reasons for rejection within 7 calendar days of the delivery of the Acceptance Form, AGENCY will be deemed to have accepted the services in accordance to this SOW.

Force Majeure
2 Neither party hereto shall be liable for delays or failure to perform with respect to this SOW due to causes beyond the party’s reasonable control and not avoidable by diligence.

Schedule Change
Each party shall notify the other as soon as possible regarding any changes to agreed upon dates and times of Axon Fleet in-car Solution installation to be performed pursuant of this Statement of Work.

Axon Fleet Deliverables
Typically, within (30) days of receiving this fully executed SOW, an AXON Technical Project Manager will deliver to AGENCY’s primary point of contact via electronic media, controlled documentation, guides, instructions and videos followed by available dates for the initial project review and customer readiness validation. Unless otherwise agreed upon by AXON, AGENCY may print and reproduce said documents for use by its employees only.

Security Clearance and Access
Upon AGENCY’s request, AXON will provide the AGENCY a list of AXON employees, agents, installers or representatives which require access to the AGENCY’s facilities in order to perform Work pursuant of this Statement of Work. AXON will ensure that each employee, agent or representative has been informed or and consented to a criminal background investigation by AGENCY for the purposes of being allowed access to AGENCY‘s facilities. AGENCY is responsible for providing AXON with all required instructions and documentation accompanying the security background check’s requirements.

Training
AXON will provide training applicable to Axon Evidence, Cradlepoint NetCloud Manager and Axon Fleet application in a train-the-trainer style method unless otherwise agreed upon between the AGENCY and AXON.

Local Computer
3 AGNECY is responsible for providing a mobile data computer (MDC) with the same software, hardware, and configuration that AGENCY personnel will use with the AXON system being installed. AGENCY is responsible for making certain that any and all security settings (port openings, firewall settings, antivirus software, virtual private network, routing, etc.) are made prior to the installation, configuration and testing of the aforementioned deliverables.

Network
AGENCY is responsible for making certain that any and all network(s) route traffic to appropriate endpoints and AXON is not liable for network breach, data interception, or loss of data due to misconfigured firewall settings or virus infection, except to the extent that such virus or infection is caused, in whole or in part, by defects in the deliverables.

Cradlepoint Router
When applicable, AGENCY must provide AXON Installers with temporary administrative access to Cradlepoint’s NetCloud Manager to the extent necessary to perform Work pursuant of this Statement of Work.

Evidence.com
AGENCY must provide AXON Installers with temporary administrative access to Axon Evidence.com to the extent necessary to perform Work pursuant of this SOW.

Wireless Upload System
If purchased by the AGENCY, on such dates and times mutually agreed upon by the parties, AXON will install and configure into AGENCY’s existing network a wireless network infrastructure as identified in the AGENCY’s binding quote based on conditions of the sale.

VEHICLE INSTALLATION
Preparedness
4 On such dates and times mutually agreed upon by the parties, the AGENCY will deliver all vehicles to an AXON Installer less weapons and items of evidence.

Vehicle(s) will be deemed ‘out of service’ to the extent necessary to perform Work pursuant of this SOW.

Existing Mobile Video Camera System Removal
On such dates and times mutually agreed upon by the parties, the AGENCY will deliver all vehicles to an AXON Installer which will remove from said vehicles all components of the existing mobile video camera system unless otherwise agreed upon by the AGENCY.

Major components will be salvaged by the AXON Installer for auction by the AGENCY. Wires and cables are not considered expendable and will not be salvaged. Salvaged components will be placed in a designated area by the AGENCY within close proximity of the vehicle in an accessible work space.

Prior to removing the existing mobile video camera systems, it is both the responsibility of the AGENCY and the AXON Installer to test the vehicle’s systems’ operation to identify and operate, documenting any existing component or system failures and in detail, identify which components of the existing mobile video camera system will be removed by the AXON Installer.

In-Car Hardware/Software Delivery and Installation
On such dates and times mutually agreed upon by the parties, the AGENCY will deliver all vehicles to an AXON Installer, who will install and configure in each vehicle in accordance with the specifications detailed in the system’s installation manual and its relevant addendum(s). Applicable in-car hardware will be installed and configured as defined and validated by the AGENCY during the pre-deployment discovery process.

If a specified vehicle is unavailable on the date and time agreed upon by the parties, AGENCY will provide a similar vehicle for the installation process. Delays due to a vehicle, or substitute vehicle, not being available at agreed upon dates and times may results in additional fees to the AGENCY. If the AXON Installer determines that a vehicle is not properly prepared for installation (“Not Fleet Ready”), such as a battery not being properly charged or properly up-fit for in-service, field operations, the issue shall be reported immediately to the AGENCY for resolution and a date and time for the future installation shall be agreed upon by the parties.
5 Upon completion of installation and configuration, AXON will systematically test all installed and configured in-car hardware and software to ensure that ALL functions of the hardware and software are fully operational and that any deficiencies are corrected unless otherwise agreed upon by the AGENCY, installation, configuration, test and the correct of any deficiencies will be completed in each vehicle accepted for installation.

Prior to installing the Axon Fleet camera systems, it is both the responsibility of the AGENCY and the AXON Installer to test the vehicle’s existing systems’ operation to identify, document any existing component or vehicle systems’ failures. Prior to any vehicle up-fitting the AXON Installer will introduce the system’s components, basic functions, integrations and systems overview along with reference to AXON approved, AGENCY manuals, guides, portals and videos. It is both the responsibility of the AGENCY and the AXON Installer to agree on placement of each components, the antenna(s), integration recording trigger sources and customer preferred power, ground and ignition sources prior to permanent or temporary installation of an Axon Fleet camera solution in each vehicle type.

Agreed placement will be documented by the AXON Installer.

AXON welcomes up to 5 persons per system operation training session per day, and unless otherwise agreed upon by the AGENCY, the first vehicle will be used for an installation training demonstration. The second vehicle will be used for an assisted installation training demonstration. The installation training session is customary to any AXON Fleet installation service regardless of who performs the continued Axon Fleet system installations. 6 The customary training session does not ‘certify’ a non-AXON Installer, customer-employed Installer or customer 3rd party Installer, since the AXON Fleet products does not offer an Installer certification program. Any work performed by non-AXON Installer, customer-employed Installer or customer 3rd party Installer is not warrantied by AXON, and AXON is not liable for any damage to the vehicle and its existing systems and AXON Fleet hardware.

SOURCEWELL PIGGYBACK AGREEMENT
Sourcewell Contract #010720-AXN
This agreement (“the Agreement”) is hereby made as of the date of last signature below, by the City of Cypress (“Agency”) and Axon Enterprise, Inc. (“Axon”). Collectively, Agency and Axon are the “Parties.” WHEREAS, the Agency is desirous of having Axon provide Public Safety Video Surveillance Solutions with Related Equipment, Software, and Accessories, as herein described; and WHEREAS, Axon is a party to Contract No. 010720-AXN with Sourcewell dated February 25, 2020, related to “Public Safety Video Surveillance Solutions with Related Equipment, Software and Accessories” (the “Sourcewell Contract”), which is incorporated herein by reference; and WHEREAS, Axon has agreed to provide goods and services within the scope of the Sourcewell Contract to the Agency at the same prices chargeable to Sourcewell; and
WHEREAS, the goods and/or services required by the Agency and that the Agency seeks to obtain from Axon are within the scope of the Sourcewell Contract; and
WHEREAS, it is the purpose of this Agreement to describe the formal rights and obligations of the parties; NOW, THEREFORE, WITNESSETH that, for the consideration herein indicated, and in consideration of the mutual promises and covenants set forth in this Agreement, the Parties Agree as follows:

1. The Parties intend to utilize the Sourcewell Contract for the goods and services detailed in Quote Q-474849- 45187.773KP (the “Quote”) attached hereto as Exhibit A and incorporated herein by reference.

2. The term of this Agreement shall begin upon the date of last signature and shall continue until all subscriptions hereunder have expired or have been terminated. In the event the term of the subscriptions extends past the termination or expiration of the Sourcewell Contract, the terms and conditions of the Sourcewell Contract shall remain in full force and effect as it applies to the Quote and will continue in effect for such order until the term of that Quote expires or the order is cancelled or terminated in accordance with the terms of this Agreement.

This Agreement, together with Sourcewell Contract #010720-AXN, constitutes the entire agreement between the parties relating to the subject matter of this Agreement. All prior understandings, agreements, correspondence and discussions of the parties are merged into and made a part of this agreement. To the extent that the terms of the documents conflict, the terms of this Agreement shall control.

This Agreement may be executed by the Parties by facsimile and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Each representative identified below declares they have been expressly authorized to execute this Agreement as of the date of signature.

Axon Enterprise, Inc. Agency
Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

Exhibit A
(See Attached)
Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 19.0
Release Date: 8/18/2023 Page 1 of 19
This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc. ("Axon"), and the agency listed below or, if no agency is listed below, the agency on the Quote attached hereto ("Agency"). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) signature date on the Quote ("Effective Date"). Axon and Agency are each a "Party" and collectively "Parties". This Agreement governs Agency’s purchase and use of the Axon Devices and Services detailed in the Quote Appendix ("Quote"). It is the intent of the Parties that this Agreement will govern all subsequent purchases by Agency for the same Axon Devices and Services in the Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by reference as a Quote.

The Parties agree as follows:

1. Definitions.

1.1. "Axon Cloud Services" means Axon’s web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Axon Evidence and Axon Devices or Axon client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com.

1.2. "Axon Device" means all hardware provided by Axon under this Agreement. Axon-manufactured Devices are a subset of Axon Devices.

1.3. "Quote" means an offer to sell and is only valid for devices and services on the offer at the specified prices.

Any inconsistent or supplemental terms within Agency’s purchase order in response to a Quote will be void.

Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any Quote by Axon, and Axon reserves the right to cancel any orders resulting from such errors.

1.4. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services.

2. Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term").

2.1. All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 or TASER 10 plans begin on the date stated in the Quote. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term").

2.2. Subscription Term will be 5 Years. Axon may increase pricing on all line items in the Quote by up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first.

3. Payment. Axon invoices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date. Payment obligations are non-cancelable.

4. Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate.

5. Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are EXW (Incoterms 2020) via common carrier. Title and risk of loss pass to Agency upon Axon’s delivery to the common carrier. Agency is responsible for any shipping charges in the Quote.

6. Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law and as provided in Section 7 below.

7. Warranty.

7.1. Limited Warranty. Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for one (1) year from the date of Agency’s receipt, except Signal Sidearm and Axon-manufactured accessories, which Axon warrants for thirty (30) months and ninety (90) days, respectively, from the date of Agency’s receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly.

Extended warranties run from the expiration of the one- (1-) year hardware warranty through the extended warranty term.

7.2. Disclaimer. All software and Axon Cloud Services are provided "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Axon Devices and Services that are not manufactured, published or performed by Axon ("Third-Party Products") are not covered by Axon’s warranty and are only subject to the warranties of the third-party provider or manufacturer.

7.3. Claims. If Axon receives a valid warranty claim for an Axon-manufactured Device during the warranty term, Axon’s sole responsibility is to repair or replace the Axon-manufactured Device with the same or like Axon- Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 19.0
Release Date: 8/18/2023 Page 2 of 19
manufactured Device, at Axon’s option. A replacement Axon-manufactured Device will be new or like new.

Axon will warrant the replacement Axon-manufactured Device for the longer of (a) the remaining warranty of the original Axon-manufactured Device or (b) ninety (90) days from the date of repair or replacement.

7.3.1. If Agency exchanges an Axon Device or part, the replacement item becomes Agency’s property, and the replaced item becomes Axon’s property. Before delivering an Axon-manufactured Device for service, Agency must upload Axon-manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon-manufactured Device sent to Axon for service.

7.4. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units while Agency submits the broken or non-functioning units, through Axon’s warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section

5. Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the intended purpose.

7.5. Limitations. Axon’s warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon’s written permission; or (f) Axon Devices with a defaced or removed serial number.

Axon’s warranty will be void if Agency resells Axon Devices.

7.5.1.To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. Agency confirms and agrees that, in deciding whether to sign this Agreement, it has not relied on any statement or representation by Axon or anyone acting on behalf of Axon related to the subject matter of this Agreement that is not in this Agreement.

7.5.2. Axon’s cumulative liability to any party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the twelve (12) months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory.

7.6. Online Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/salesterms-and-conditions.

7.7. Third-Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Agency and the respective third-party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-termsand-conditions, if any.

7.8. Axon Aid. Upon mutual agreement between Axon and Agency, Axon may provide certain products and services to Agency, as a charitable donation under the Axon Aid program. In such event, Agency expressly waives and releases any and all claims, now known or hereafter known, against Axon and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of any Releasees or otherwise. Agency agrees not to make or bring any such claim against any Releasee, and forever release and discharge all Releasees from liability under such claims. Agency expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Agency.

8. Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon’s Service deliverables ("SOW"). In the event Axon provides an SOW to Agency, Axon is only responsible for the performance of Services described in the SOW.

Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference.

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9. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings.

10. Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency.

11. Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Agency’s purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency’s election not to utilize any portion of an Axon bundle.

12. Insurance. Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance.

13. IP Rights. Axon owns and reserves all right, title, and interest in Axon-manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated.

14. IP Indemnification. Axon will indemnify Agency against all claims, losses, and reasonable expenses from any thirdparty claim alleging that the use of Axon-manufactured Devices or Services infringes or misappropriates the thirdparty’s intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon’s expense and cooperate fully with Axon in the defense or settlement of such claim. Axon’s IP indemnification obligations do not apply to claims based on (a) modification of Axon-manufactured Devices or Services by Agency or a third-party not approved by Axon; (b) use of Axonmanufactured Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon.

15. Agency Responsibilities. Agency is responsible for (a) Agency’s use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; (c) disputes between Agency and a third-party over Agency’s use of Axon Devices; (d) ensuring Axon Devices are destroyed and disposed of securely and sustainably at Agency’s cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Axon Devices.

16. Termination.

16.1. For Breach. A Party may terminate this Agreement for cause if it provides thirty (30) days written notice of the breach to the other Party, and the breach remains uncured at the end of thirty (30) days. If Agency terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination.

16.2. By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable.

16.3. Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Axon Devices for less than the manufacturer’s suggested retail price ("MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for nonappropriation, Agency may return Axon Devices to Axon within thirty (30) days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components.

17. Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential Information during the Term and for five (5) years thereafter. To the extent permissible by law, Axon pricing is Confidential Information and competition sensitive. If Agency receives a public records request to disclose Axon Confidential Information, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement.

18. General.

18.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s reasonable control.

18.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or Master Services and Purchasing Agreement for Agency
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employment relationship between the Parties.

18.3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

18.4. Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law.

18.5. Export Compliance. Each Party will comply with all import and export control laws and regulations.

18.6. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets.

This Agreement is binding upon the Parties respective successors and assigns.

18.7. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.

18.8. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect.

18.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities.

18.10.Governing Law. The laws of the country, state, province, or municipality where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

18.11.Notices. All notices must be in English. Notices posted on Agency’s Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Notices to Agency shall be provided to the address on file with Axon. Notices to Axon shall be provided to Axon Enterprise, Inc., Attn: Legal, 17800 North 85th Street, Scottsdale, Arizona 85255 with a copy to [email protected].

18.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties.

Each Party, by and through its respective representative authorized to execute this Agreement, has duly executed and delivered this Agreement as of the date of signature.

AXON: AGENCY:

Axon Enterprise, Inc. Cypress Police Department (CA)
Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

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Axon Cloud Services Terms of Use Appendix

1. Definitions.
a. "Agency Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Agency’s tenant, including media or multimedia uploaded into Axon Cloud Services by Agency. Agency Content includes Evidence but excludes Non-Content Data. b. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content.
c. "Non-Content Data" is data, configuration, and usage information about Agency’s Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non-Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Agency Content. d. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

2. Access. Upon Axon granting Agency a subscription to Axon Cloud Services, Agency may access and use Axon Cloud Services to store and manage Agency Content. Agency may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data"). Agency may not upload non-TASER Data to Axon Evidence Lite.

3. Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content is not Axon’s business records. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will only have access to Agency Content for the limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products.

4. Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.

5. Agency Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b) ensuring no Agency Content or Agency end user’s use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user’s access to Axon Cloud Services. a. Agency will also maintain the security of end usernames and passwords and security and access by end users to Agency Content. Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer, or sublicense access to any other entity or person. Agency shall contact Axon immediately if an unauthorized party may be using Agency’s account or Agency Content, or if account information is lost or stolen.
b. To the extent Agency uses the Axon Cloud Services to interact with YouTube®, such use may be governed by the YouTube Terms of Service, available at
https://www.youtube.com/static?template=terms.

6. Privacy. Agency’s use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Agency agrees to allow Axon access to Non-Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnostic Master Services and Purchasing Agreement for Agency
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screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products.

7. Axon Body 3 Wi-Fi Positioning. Axon Body 3 cameras offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Agency administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Agency chooses to use this service, Axon must also enable the usage of the feature for Agency’s Axon Cloud Services tenant. Agency will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Agency’s Axon Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Agency, NonContent and Personal Data will be sent to Skyhook Holdings, Inc. ("Skyhook") to facilitate the Wi-Fi Positioning functionality. Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy.

8. Storage. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge Agency additional fees for exceeding purchased storage amounts. Axon may place Agency Content that Agency has not viewed or accessed for six (6) months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to twenty-four (24) hours to access.

For Third-Party Unlimited Storage the following restrictions apply: (i) it may only be used in conjunction with a valid Axon’s Evidence.com user license; (ii) is limited to data of the law enforcement agency that purchased the Third-Party Unlimited Storage and the Axon’s Evidence.com end user or Agency is prohibited from storing data for other law enforcement agencies; and (iii) Agency may only upload and store data that is directly related to:
(1) the investigation of, or the prosecution of a crime; (2) common law enforcement activities; or (3) any Agency Content created by Axon Devices or Evidence.com.

9. Location of Storage. Axon may transfer Agency Content to third-party subcontractors for storage. Axon will determine the locations of data centers for storage of Agency Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Agency Content remains with Agency.

10. Suspension. Axon may temporarily suspend Agency’s or any end user’s right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Agency or end user’s use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third-party; (b) adversely impact Axon Cloud Services, the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent. Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement.

11. Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services.

12. Axon Records. Axon Records is the software-as-a-service product that is generally available at the time Agency purchases an OSP 7 or OSP 10 bundle. During Agency’s Axon Records Subscription Term, if any, Agency will be entitled to receive Axon’s Update and Upgrade releases on an if-and-when available basis. a. The Axon Records Subscription Term will end upon the completion of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 or OSP 10 bundle, upon completion of the OSP 7 or OSP 10 Term ("Axon Records Subscription") b. An "Update" is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications.
c. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Agency.
d. Users of Axon Records at the Agency may upload files to entities (incidents, reports, cases, etc) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon Master Services and Purchasing Agreement for Agency
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may limit usage should the Agency exceed an average rate of one-hundred (100) GB per user per year of uploaded files. Axon will not bill for overages.

13. Axon Cloud Services Restrictions. Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:
a. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; b. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; c. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;
d. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement;
e. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services;
f. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within Axon Cloud Services; or g. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; material in violation of third-party privacy rights; or malicious code.

14. After Termination. Axon will not delete Agency Content for ninety (90) days following termination. There will be no functionality of Axon Cloud Services during these ninety (90) days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these ninety (90) days and will thereafter, unless legally prohibited, delete all Agency Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services.

15. Post-Termination Assistance. Axon will provide Agency with the same post-termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content, including requests for Axon’s data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system.

16. U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services.

17. Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Privacy, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions.

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Axon Customer Experience Improvement Program Appendix

1. Axon Customer Experience Improvement Program (ACEIP). The ACEIP is designed to accelerate Axon’s development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Agency Content from all of its customers to provide, develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de-identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Agency will be a participant in ACEIP Tier 1. If Agency does not want to participate in ACEIP Tier 1, Agency can revoke its consent at any time. If Agency wants to participate in Tier 2, as detailed below, Agency can check the ACEIP Tier 2 box below. If Agency does not want to participate in ACEIP Tier 2, Agency should leave box unchecked. At any time, Agency may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers.

2. ACEIP Tier 1.

2.1. When Axon uses Agency Content for the ACEIP Purposes, Axon will extract from Agency Content and may store separately copies of certain segments or elements of the Agency Content (collectively, "ACEIP Content").

When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or deidentify Agency Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual ("Privacy Preserving Technique(s)"). For illustrative purposes, some examples are described in footnote 11 . For clarity,
ACEIP Content will still be linked indirectly, with an attribution, to the Agency from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Agency request. Once de-identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Agency may revoke the consent granted herein to Axon to access and use Agency Content for ACEIP Purposes. Within 30 days of receiving the Agency’s request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency. In addition, if Axon uses Agency Content for the ACEIP Purposes, upon request, Axon will make available to Agency a list of the specific type of Agency Content being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices applicable to the Agency Content or ACEIP Content ("Use Case"). From time to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Agency notice (by updating the list of Use Case at https://www.axon.com/aceip and providing Agency with a mechanism to obtain notice of that update or another commercially reasonable method to Agency designated contact) ("New Use Case").

2.2. Expiration of ACEIP Tier 1. Agency consent granted herein will expire upon termination of the Agreement. In accordance with section 1.1.1, within 30 days of receiving the Agency’s request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to, Agency.

3. ACEIP Tier 2. In addition to ACEIP Tier 1, if Agency wants to help further improve Axon’s services, Agency may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2 grants Axon certain additional rights to use Agency Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique

1 For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to directly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extracted text would be split into individual words and aggregated with other data sources (including publicly available data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extracting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed.

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to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed, or de-identified data.
☐ Check this box if Agency wants to help further improve Axon’s services by participating in ACEIP Tier 2 in addition to Tier 1. Axon will not enroll Agency into ACEIP Tier 2 until Axon and Agency agree to terms in writing providing for such participation in ACEIP Tier 2.

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Professional Services Appendix
If any of the Professional Services specified below are included on the Quote, this Appendix applies.

1. Utilization of Services. Agency must use professional services as outlined in the Quote and this Appendix within six (6) months of the Effective Date.

2. Axon Full Service (Axon Full Service). Axon Full Service includes advance remote project planning and configuration support and up to four (4) consecutive days of on-site service and a professional services manager to work with Agency to assess Agency’s deployment and determine which on-site services are appropriate. If Agency requires more than four (4) consecutive on-site days, Agency must purchase additional days. Axon Full Service options include:

System set up and configuration
• Instructor-led setup of Axon View on smartphones (if applicable) • Configure categories and custom roles based on Agency need • Register cameras to Agency domain
• Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access • One on-site session included
Dock configuration
• Work with Agency to decide the ideal location of Docks and set configurations on Dock • Authenticate Dock with Axon Evidence using admin credentials from Agency • On-site assistance, not to include physical mounting of docks Best practice implementation planning session
• Provide considerations for the establishment of video policy and system operations best practices based on Axon’s observations with other agencies
• Discuss the importance of entering metadata in the field for organization purposes and other best practices for digital data management
• Provide referrals of other agencies using the Axon camera devices and Axon Evidence • Recommend rollout plan based on review of shift schedules System Admin and troubleshooting training sessions
Step-by-step explanation and assistance for Agency’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon instructor training (Train the Trainer)
Training for Agency’s in-house instructors who can support Agency’s Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on-site obligations Evidence sharing training
Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencies
End user go-live training and support sessions
• Assistance with device set up and configuration
• Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide
Post go-live review

3. Body-Worn Camera Starter Service (Axon Starter). Axon Starter includes advance remote project planning and configuration support and one (1) day of on-site Services and a professional services manager to work closely with Agency to assess Agency’s deployment and determine which Services are appropriate. If Agency requires more than one (1) day of on-site Services, Agency must purchase additional on-site Services. The Axon Starter options include:

System set up and configuration (Remote Support)
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Dock configuration
• Work with Agency to decide the ideal location of Dock setup and set configurations on Dock • Authenticate Dock with Axon Evidence using "Administrator" credentials from Agency • Does not include physical mounting of docks
Axon instructor training (Train the Trainer)
Training for Agency’s in-house instructors who can support Agency’s Axon camera and Axon Evidence training needs after Axon’s has fulfilled its contracted on-site obligations End user go-live training and support sessions
• Assistance with device set up and configuration
• Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide

4. Body-Worn Camera Virtual 1-Day Service (Axon Virtual). Axon Virtual includes all items in the BWC Starter Service Package, except one (1) day of on-site services.

5. CEW Services Packages. CEW Services Packages are detailed below:

System set up and configuration
• Configure Axon Evidence categories & custom roles based on Agency need. • Troubleshoot IT issues with Axon Evidence.
• Register users and assign roles in Axon Evidence.
• For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package: Virtual assistance included Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Project Manager will be assigned to Agency 4–6 weeks before rollout Best practice implementation planning session to include:
• Provide considerations for the establishment of CEW policy and system operations best practices based on Axon’s observations with other agencies
• Discuss the importance of entering metadata and best practices for digital data management • Provide referrals to other agencies using TASER CEWs and Axon Evidence • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package: Virtual assistance included System Admin and troubleshooting training sessions
On-site sessions providing a step-by-step explanation and assistance for Agency’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon Evidence Instructor training
• Provide training on the Axon Evidence to educate instructors who can support Agency’s subsequent Axon Evidence training needs.
• For the CEW Full Service Package: Training for up to 3 individuals at Agency • For the CEW Starter Package: Training for up to 1 individual at Agency TASER CEW inspection and device assignment
Axon’s on-site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence.

Post go-live review
For the CEW Full Service Package: On-site assistance included.

For the CEW Starter Package: Virtual assistance included.

6. Smart Weapon Transition Service. The Smart Weapon Transition Service includes:

Archival of CEW Firing Logs
Axon’s on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Smart Weapons that Agency is replacing with newer Smart Weapon models.

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Return of Old Weapons
Axon’s on-site professional service team will ship all old weapons back to Axon’s headquarters.

Axon will provide Agency with a Certificate of Destruction *Note: CEW Full Service packages for TASER 7 or TASER 10 include Smart Weapon Transition Service instead of 1-Day Device Specific Instructor Course.

7. VR Services Package. VR Service includes advance remote project planning and configuration support and one (1) day of on-site service and a professional services manager to work with Agency to assess Agency's deployment and determine which Services are appropriate. The VR Service training options include:

System set up and configuration (Remote Support)
• Instructor-led setup of Axon VR headset content
• Configure agency settings based on Agency need
• Troubleshoot IT issues with Axon VR headset
Axon instructor training (Train the Trainer)
Training for up to five (5) Agency's in-house instructors who can support Agency's Axon VR CET and SIM training needs after Axon’s has fulfilled its contracted on-site obligations Classroom and practical training sessions
Step-by-step explanation and assistance for Agency's configuration of Axon VR CET and SIM functionality, basic operation, and best practices

8. Axon Air, On-Site Training. Axon Air, On-Site training includes advance remote project planning and configuration support and one (1) day of on-site Services and a professional services manager to work closely with Agency to assess Agency's deployment and determine which Services are appropriate. If Agency's requires more than one (1) day of on-site Services, Agency must purchase additional on-site Services. The Axon Air, On-Site training options include:

System set up and configuration (Remote Support)
• Instructor-led setup of Axon Air App (ASDS)
• Configure agency settings based on Agency need
• Configure drone controller
• Troubleshoot IT issues with Axon Evidence
Axon instructor training (Train the Trainer)
Training for Agency's in-house instructors who can support Agency's Axon Air and Axon Evidence training needs after Axon’s has fulfilled its contracted on-site obligations Classroom and practical training sessions
Step-by-step explanation and assistance for Agency's configuration of Axon Respond+ livestreaming functionality, basic operation, and best practices

9. Axon Air, Virtual Training. Axon Air, Virtual training includes all items in the Axon Air, On-Site Training Package, except the practical training session, with the Axon Instructor training for up to four hours virtually.

10. Signal Sidearm Installation Service.
a. Purchases of 50 SSA units or more: Axon will provide one (1) day of on-site service and one professional services manager and will provide train the trainer instruction, with direct assistance on the first of each unique holster/mounting type. Agency is responsible for providing a suitable work/training area.
b. Purchases of less than 50 SSA units: Axon will provide a 1-hour virtual instruction session on the basics of installation and device calibration.

11. Out of Scope Services. Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule.

12. Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays.

Axon will perform all on-site tasks over a consecutive timeframe. Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours.

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13. Access Computer Systems to Perform Services. Agency authorizes Axon to access relevant Agency computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency.

14. Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices ("User Documentation"). User Documentation will include all required environmental specifications for the professional services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Agency or Axon), Agency must prepare the location(s) where Axon Devices are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation.

Following installation, Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Agency when Axon generally releases it

15. Acceptance. When Axon completes professional services, Axon will present an acceptance form ("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging completion. If Agency reasonably believes Axon did not complete the professional services in substantial conformance with this Agreement, Agency must notify Axon in writing of the specific reasons for rejection within seven (7) calendar days from delivery of the Acceptance Form. Axon will address the issues and re-present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within seven (7) calendar days of delivery of the Acceptance Form, Axon will deem Agency to have accepted the professional services.

16. Agency Network. For work performed by Axon transiting or making use of Agency’s network, Agency is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Agency’s network from any cause.

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Technology Assurance Plan Appendix
If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies.

1. TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the one- (1-) year hardware limited warranty.

2. Officer Safety Plan. If Agency purchases an Officer Safety Plan ("OSP"), Agency will receive the deliverables detailed in the Quote. Agency must accept delivery of the TASER CEW and accessories as soon as available from Axon.

3. OSP 7 or OSP 10 Term. OSP 7 or OSP 10 begins on the date specified in the Quote ("OSP Term").

4. TAP BWC Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon body-worn camera ("BWC Upgrade") as scheduled in the Quote. If Agency purchased TAP, Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon’s option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock.

5. TAP Dock Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon Dock as scheduled in the Quote ("Dock Upgrade"). Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC compatibility. If Agency originally purchased a single-bay Axon Dock, the Dock Upgrade will be a single-bay Axon Dock model that is the same or like Axon Device, at Axon’s option. If Agency originally purchased a multi-bay Axon Dock, the Dock Upgrade will be a multi-bay Axon Dock that is the same or like Axon Device, at Axon’s option.

6. Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Agency unless the Parties agree in writing otherwise at least ninety (90) days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote sixty (60) days before the end of the Subscription Term without prior confirmation from Agency.

7. Upgrade Change. If Agency wants to upgrade Axon Device models from the current Axon Device to an upgraded Axon Device, Agency must pay the price difference between the MSRP for the current Axon Device and the MSRP for the upgraded Axon Device. If the model Agency desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade.

8. Return of Original Axon Device. Within thirty (30) days of receiving a BWC or Dock Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Agency does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Agency.

9. Termination. If Agency’s payment for TAP, OSP, or Axon Evidence is more than thirty (30) days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason:

9.1. TAP and OSP coverage terminate as of the date of termination and no refunds will be given.

9.2. Axon will not and has no obligation to provide the Upgrade Models.

9.3. Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP.

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Axon Fleet Appendix
If Axon Fleet is included on the Quote, this Appendix applies.

1. Agency Responsibilities.

19. Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet 2 or Axon Fleet 3 (collectively, "Axon Fleet") as established by Axon during the qualifier call and on-site assessment at Agency and in any technical qualifying questions. If Agency’s representations are inaccurate, the Quote is subject to change.

20. Agency is responsible for providing a suitable work area for Axon or Axon third-party providers to install Axon Fleet systems into Agency vehicles. Agency is responsible for making available all vehicles for which installation services were purchased, during the agreed upon onsite installation dates, Failure to make vehicles available may require an equitable adjustment in fees or schedule.

2. Cradlepoint. If Agency purchases Cradlepoint Enterprise Cloud Manager, Agency will comply with Cradlepoint’s end user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Agency requires Cradlepoint support, Agency will contact Cradlepoint directly.

3. Third-party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon.

4. Wireless Offload Server.

4.1. License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload Server ("WOS"). "Use" means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription.

4.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within WOS.

4.3. Updates. If Agency purchases WOS maintenance, Axon will make updates and error corrections to WOS ("WOS Updates") available electronically via the Internet or media as determined by Axon. Agency is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term.

4.4. WOS Support. Upon request by Axon, Agency will provide Axon with access to Agency’s store and forward servers solely for troubleshooting and maintenance.

5. Axon Vehicle Software.

5.1. License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use ViewXL or Dashboard (collectively, "Axon Vehicle Software".) "Use" means storing, loading, installing, or executing Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term begins upon the start of the Axon Evidence Subscription.

5.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Axon Vehicle Software.

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6. Acceptance Checklist. If Axon provides services to Agency pursuant to any statement of work in connection with Axon Fleet, within seven (7) days of the date on which Agency retrieves Agency's vehicle(s) from the Axon installer, said vehicle having been installed and configured with tested and fully and properly operational in-car hardware and software identified above, Agency will receive a Professional Services Acceptance Checklist to submit to Axon indicating acceptance or denial of said deliverables.

7. Axon Fleet Upgrade. If Agency has no outstanding payment obligations and has purchased the "Fleet Technology Assurance Plan" (Fleet TAP), Axon will provide Agency with the same or like model of Fleet hardware ("Axon Fleet Upgrade") as scheduled on the Quote.

7.1. If Agency would like to change models for the Axon Fleet Upgrade, Agency must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Agency is responsible for the removal of previously installed hardware and installation of the Axon Fleet Upgrade.

7.2. Within thirty (30) days of receiving the Axon Fleet Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Axon Devices. If Agency does not destroy or return the Axon Devices to Axon, Axon will deactivate the serial numbers for the Axon Devices received by Agency.

8. Axon Fleet Termination. Axon may terminate Agency’s Fleet subscription for non-payment. Upon any termination:

8.1. Axon Fleet subscription coverage terminates, and no refunds will be given.

8.2. Axon will not and has no obligation to provide the Axon Fleet Upgrade.

8.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Fleet TAP.

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Axon Respond Appendix
This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus, if either is included on the Quote.

1. Axon Respond Subscription Term. If Agency purchases Axon Respond as part of a bundled offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Respond to Agency. If Agency purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the (1) date Axon provisions Axon Respond to Agency, or (2) first day of the month following the Effective Date. The Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond.

2. Scope of Axon Respond. The scope of Axon Respond is to assist Agency with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Agency uses Axon Respond outside this scope, Axon may initiate good-faith discussions with Agency on upgrading Agency’s Axon Respond to better meet Agency’s needs.

3. Axon Body 3 LTE Requirements. Axon Respond is only available and usable with an LTE enabled body-worn camera. Axon is not liable if Agency utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable. LTE coverage is only available in the United States, including any U.S. territories. Axon may utilize a carrier of Axon’s choice to provide LTE service. Axon may change LTE carriers during the Term without Agency’s consent.

4. Axon Fleet 3 LTE Requirements. Axon Respond is only available and usable with a Fleet 3 system configured with LTE modem and service. Agency is responsible for providing LTE service for the modem. Coverage and availability of LTE service is subject to Agency’s LTE carrier.

5. Axon Respond Service Limitations. Agency acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area, and other causes reasonably outside of the carrier’s control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service.

5.1. With regard to Axon Body 3, Partner networks are made available as-is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Agency is not a third-party beneficiary of any agreement between Axon and the underlying carrier.

6. Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Respond or bundles that include Axon Respond, Axon will end Axon Respond services, including any Axon-provided LTE service.

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Axon Application Programming Interface Appendix
This Appendix applies if Axon’s API Services are included on the Quote.

1. Definitions.

1.1. "API Client" means the software that acts as the interface between Agency’s computer and the server, which is already developed or to be developed by Agency.

1.2. "API Interface" means software implemented by Agency to configure Agency’s independent API Client Software to operate in conjunction with the API Service for Agency’s authorized Use.

1.3. "Axon Evidence Partner API, API or Axon API" (collectively "API Service") means Axon’s API which provides a programmatic means to access data in Agency’s Axon Evidence account or integrate Agency’s Axon Evidence account with other systems.

1.4. "Use" means any operation on Agency’s data enabled by the supported API functionality.

2. Purpose and License.

2.1. Agency may use API Service and data made available through API Service, in connection with an API Client developed by Agency. Axon may monitor Agency’s use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement. Agency agrees to not interfere with such monitoring or obscure from Axon Agency’s use of API Service. Agency will not use API Service for commercial use.

2.2. Axon grants Agency a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Agency’s Use in connection with Agency’s API Client.

2.3. Axon reserves the right to set limitations on Agency’s use of the API Service, such as a quota on operations, to ensure stability and availability of Axon’s API. Axon will use reasonable efforts to accommodate use beyond the designated limits.

3. Configuration. Agency will work independently to configure Agency’s API Client with API Service for Agency’s applicable Use. Agency will be required to provide certain information (such as identification or contact details) as part of the registration. Registration information provided to Axon must be accurate. Agency will inform Axon promptly of any updates. Upon Agency’s registration, Axon will provide documentation outlining API Service information.

4. Agency Responsibilities. When using API Service, Agency and its end users may not:

4.1. use API Service in any way other than as expressly permitted under this Agreement;

4.2. use in any way that results in, or could result in, any security breach to Axon;

4.3. perform an action with the intent of introducing any viruses, worms, defect, Trojan horses, malware, or any items of a destructive nature to Axon Devices and Services;

4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks providing API Service;

4.5. reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software;

4.6. create an API Interface that functions substantially the same as API Service and offer it for use by third parties;

4.7. provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service;

4.8. frame or mirror API Service on any other server, or wireless or Internet-based device;

4.9. make available to a third-party, any token, key, password or other login credentials to API Service;

4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; or

4.11. disclose Axon’s API manual.

5. API Content. All content related to API Service, other than Agency Content or Agency’s API Client content, is considered Axon’s API Content, including:

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5.1. the design, structure and naming of API Service fields in all responses and requests;

5.2. the resources available within API Service for which Agency takes actions on, such as evidence, cases, users, or reports;

5.3. the structure of and relationship of API Service resources; and

5.4. the design of API Service, in any part or as a whole.

6. Prohibitions on API Content. Neither Agency nor its end users will use API content returned from the API Interface to:

6.1. scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;

6.2. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party;

6.3. misrepresent the source or ownership; or

6.4. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices).

7. API Updates. Axon may update or modify the API Service from time to time ("API Update"). Agency is required to implement and use the most current version of API Service and to make any applicable changes to Agency’s API Client required as a result of such API Update. API Updates may adversely affect how Agency’s API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Agency to update API Client to the most current version of API Service. Axon will provide support for one (1) year following the release of an API Update for all depreciated API Service versions.

Policy
464
Cypress Police Department
Policy Manual
Automated License Plate Readers (ALPRs) - 1
Adoption Date: 2016/04/08
© 1995-2016 Lexipol, LLC
Automated License Plate Readers (ALPRs)
464.1 PURPOSE AND SCOPE
The purpose of this policy is to provide guidance for the capture, storage and use of digital data obtained through the use of Automated License Plate Reader (ALPR) technology. 464.2 POLICY
The policy of the Cypress Police Department is to utilize ALPR technology to capture and store digital license plate data and images while recognizing the established privacy rights of the public.

All data and images gathered by the ALPR are for the official use of this department. Because such data may contain confidential information, it is not open to public review. 464.3 ADMINISTRATION
The ALPR technology, also known as License Plate Recognition (LPR), allows for the automated detection of license plates. It is used by the Cypress Police Department to convert data associated with vehicle license plates for official law enforcement purposes, including identifying stolen or wanted vehicles, stolen license plates and missing persons. It may also be used to gather information related to active warrants, homeland security, electronic surveillance, suspect interdiction and stolen property recovery.

All installation and maintenance of ALPR equipment, as well as ALPR data retention and access, shall be managed by the Police Administration Division Commander in coordination with the Anaheim Police Department and the UASI Working Group. The Police Administration Division Commander will assign members under his/her command to administer the day-to-day operation of the ALPR equipment and data.
464.3.1 ALPR ADMINISTRATOR
The Police Administration Division Commander shall be responsible for developing guidelines and procedures to comply with the requirements of Civil Code § 1798.90.5 et seq. This includes, but is not limited to (Civil Code § 1798.90.51; Civil Code § 1798.90.53):
(a) A description of the job title or other designation of the members and independent contractors who are authorized to use or access the ALPR system or to collect ALPR information.
(b) Training requirements for authorized users.
(c) A description of how the ALPR system will be monitored to ensure the security of the information and compliance with applicable privacy laws. (d) Procedures for system operators to maintain records of access in compliance with Civil Code § 1798.90.52.
(e) The title and name of the current designee in overseeing the ALPR operation. (f) Working with the Custodian of Records on the retention and destruction of ALPR data.

Cypress Police Department
Policy Manual
Automated License Plate Readers (ALPRs)
Automated License Plate Readers (ALPRs) - 2
Adoption Date: 2016/04/08
© 1995-2016 Lexipol, LLC
(g) Ensuring this policy and related procedures are conspicuously posted on the department’s website.
464.4 OPERATIONS
Use of an ALPR is restricted to the purposes outlined below. Department members shall not use, or allow others to use the equipment or database records for any unauthorized purpose (Civil Code § 1798.90.51; Civil Code § 1798.90.53).
(a) An ALPR shall only be used for official law enforcement business. (b) An ALPR may be used in conjunction with any routine patrol operation or criminal investigation. Reasonable suspicion or probable cause is not required before using an ALPR.
(c) While an ALPR may be used to canvass license plates around any crime scene, particular consideration should be given to using ALPR-equipped cars to canvass areas around homicides, shootings and other major incidents. Partial license plates reported during major crimes should be entered into the ALPR system in an attempt to identify suspect vehicles. (d) No member of this department shall operate ALPR equipment or access ALPR data without first completing department-approved training.
(e) No ALPR operator may access department, state or federal data unless otherwise authorized to do so.
(f) If practicable, the officer should verify an ALPR response through the California Law Enforcement Telecommunications System (CLETS) before taking enforcement action that is based solely on an ALPR alert.
464.5 DATA COLLECTION AND RETENTION
The Police Administration Division Commander is responsible for ensuring systems and processes are in place for the proper collection and retention of ALPR data. Data will be transferred from vehicles to the designated storage in accordance with department procedures.

All ALPR data downloaded to the server should be stored for a minimum of one year (Government Code § 34090.6) and in accordance with the established records retention schedule. Thereafter, ALPR data should be purged unless it has become, or it is reasonable to believe it will become, evidence in a criminal or civil action or is subject to a discovery request or other lawful action to produce records. In those circumstances the applicable data should be downloaded from the server onto portable media and booked into evidence. 464.6 ACCOUNTABILITY
All data will be closely safeguarded and protected by both procedural and technological means.

The Cypress Police Department will observe the following safeguards regarding access to and use of stored data (Civil Code § 1798.90.51; Civil Code § 1798.90.53):

Cypress Police Department
Policy Manual
Automated License Plate Readers (ALPRs)
Automated License Plate Readers (ALPRs) - 3
Adoption Date: 2016/04/08
© 1995-2016 Lexipol, LLC
(a) All ALPR data downloaded to the mobile workstation and in storage shall be accessible only through a login/password-protected system capable of documenting all access of information by name, date and time (Civil Code § 1798.90.52). (b) Members approved to access ALPR data under these guidelines are permitted to access the data for legitimate law enforcement purposes only, such as when the data relate to a specific criminal investigation or department-related civil or administrative action. (c) ALPR system audits should be conducted on a regular basis.

For security or data breaches, see the Records Release and Maintenance Policy. 464.7 RELEASING ALPR DATA
The ALPR data may be shared only with other law enforcement or prosecutorial agencies for official law enforcement purposes or as otherwise permitted by law, using the following procedures:
(a) The agency makes a written request for the ALPR data that includes:

1. The name of the agency.

2. The name of the person requesting.

3. The intended purpose of obtaining the information.
(b) The request is reviewed by the Police Administration Division Commander or the authorized designee and approved before the request is fulfilled.
(c) The approved request is retained on file.

Requests for ALPR data by non-law enforcement or non-prosecutorial agencies will be processed as provided in the Records Maintenance and Release Policy (Civil Code § 1798.90.55). 464.8 TRAINING
The Training Sergeant should ensure that members receive department-approved training for those authorized to use or access the ALPR system (Civil Code § 1798.90.51; Civil Code § 1798.90.53).

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 24.

FROM: Fred Galante, City Attorney
DATE: 11/13/2023
SUBJECT: Consider Proposals for an Investigation of the Disclosure of Information From Confidential Closed Sessions of the City Council and Provide Direction

RECOMMENDATION
Consider proposals for an investigation of the disclosure of information from confidential closed sessions of the City Council and provide direction.

DISCUSSION
At its September 25, 2023 meeting, the City Council directed the City solicit proposals to investigate the disclosure of information from the confidential closed sessions of the City Council related to the Southwest Voter Registration Education Project vs. City of Cypress matter. The individuals present during the subject closed sessions were the City Council, City Manager, City Attorney, and special litigation counsel.

Due to the City Manager and City Attorney being subjects of investigation, the City Council requested proposals for a third-party consultant to oversee the investigation. In the alternative, if a single consultant believes it can provide investigative information directly to the City Council to alleviate any concerns pertaining to the City Manager or City Attorney overseeing the investigation, the City Council suggested that it may consider a single consultant.

On October 16, the City Attorney disseminated the attached proposal to 13 firms. While the City followed-up with the firms, only two proposals were received by the November 1 deadline. The proposals are attached for City Council consideration.

BUDGET IMPACT
Varies depending on the proposal selected.

LEGAL REVIEW
The City Attorney's office prepared the report.

The City Attorney's office prepared the report.

APPROVED BY:  Fred Galante, Esq.

Attachments
Request for Proposals
Proposal from Bill Whalen and Associates
Proposal from JL Group, LLC and Judicate West
01004.0001/929308.2
Fred Galante | [email protected]
p (949) 223-1170 | d (949) 250-5410 | awattorneys.com
1 Park Plaza, Suite 1000 | Irvine, CA 92614
October 16, 2023
Request for Proposals for Investigative Services – Cypress City Council Closed Session Disclosure of Confidential Information
To Whom it May Concern:

The City of Cypress is requesting proposals from qualified private investigation firms to conduct an investigation of a disclosure of information from a confidential closed session of the Cypress City Council. The City is further requesting proposals from qualified firms to act as a third party to oversee the investigation.

I. Background
The City of Cypress (“City”) is a charter city in the City Council/Manager form of municipal government. The Ralph M. Brown Act allows city councils to deliberate in private “closed session” concerning some topics, such as real estate and labor negotiations and pending or threatened litigation. On May 22, 2023 and September 11, 2023, the City of Cypress held closed session regarding the City’s current litigation concerning a California Voting Rights Act complaint. At the City’s May 22, 2023 closed session, the City Council considered and the majority of the members declined to proceed to mediation of the case. At the September 11, 2023 closed session, the majority of the members reconsidered mediation and authorize legal counsel to proceed to mediation.

On September 13, 2023, a local news source, the Event-News Enterprise, reported vote totals of the closed session legal discussions from the above 2 closed sessions, which were not reported out of closed session by the city attorney. This information is restricted to the elected officials, attorneys and city staff and should not have been revealed.

At the September 25, 2023, council meeting, a motion was made and passed by the City Council, to direct the City Manager and City Attorney to investigate the disclosure of information from closed session by soliciting proposals for a neutral third-party investigator, as well as a neutral party to oversee the investigator’s work and report findings to the City Council.

October 16, 2023