Agenda packet — Cypress City Council, March 25, 2024 (part 3 of 3)

3/7/2024
Work Order Signature Document

3.00 Detailed Scope of Work
To: Matt McMillon From: Nick Mangkalakiri
MDJ Management City of Cypress
531 Main St #611 5275 Orange Avenue
El Segundo, CA 90245 CYPRESS, CA 90630
310-490-1521 (714) 229-6729
Work Order Number:

Date Printed: March 07, 2024
125990.00
Work Order Title: City of Cypress-Veterans Park Picnic Pavilion Brief Scope: Demo and rebuild picnic pavilion
Preliminary Revised X Final
The following items detail the scope of work as discussed at the site. All requirements necessary to accomplish the items set forth below shall be considered part of this scope of work.

See attached
Subject to the terms and conditions of ezIQC Contract CA-R8-GB-101723-MDJ.

Contractor Date
City of Cypress Date

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3/7/2024
Scope of Work
MDJ Management, LLC
License # 1044711
DIR # 1000061313
531 Main St. #611 El Segundo CA 90245
310-490-1521
Job Name: Veterans Park Picnic Pavilion Rebuild
Location: 4554 Avenida Granada Cypress, CA 90630
Customer: City of Cypress
Submission Date: 3/5/24
Detailed Scope of Work
Demolition
● Installation of temporary fencing with cloth panels around worksite ● Protection of existing columns, island with sink, and picnic tables ● Removal of picnic tables as needed for scissor lift access ● Removal of existing concrete roofing tiles and plywood sheeting ● Removal of existing 2x6 T&G decking
● Removal of all wood rafters, beams, and posts
○ Includes all connectors
● Removal of existing column caps embedded into grout of existing columns ○ Chip out grout to expose embedded cap support
New Framing
● Rebuild structure per plans provided
● Install new column caps using Sika Grout 428 FS or approved equal to adhere to existing grout
● Addition of Simpson A35 to rafter connectors
○ Not in plans
Staining and Painting
● All exposed wood members to be stained
○ Power washed, cleaned, and sanded as needed for preparation ○ Stained per plans provided
● All flashing and framing connectors to be painted
○ Vista paint #13 Sandalwood semi gloss
● Paint all existing stucco
○ Vista paint #53 Nu Navajo semi-gloss
1 of 3
Roofing
● Install (2) two layers of 30# ASTM American made felt underlayment per manufacturer's specification
● Install new 2”x4” treated wood nailers at all hips and ridges ● Install new 1”x2” Elevated batten system over new underlayment and mechanically fasten into place
● Install new 2”x4” kynar finished drip edge metal at eaves per manufacturer's specification
● Install new eave riser metal per manufacturer’s specifications ● Install Standard weight Eagle concrete tile Belair #4520 “Weathered Terra cotta flashed” tile per plans and manufacturer’s specs
○ Each tile to have a corrosion resistant fastener attached to wood battens per manufacturer’s recommendations
● Install Hip, and Rake tile to match field tile per specifications ● Clean up and haul away all roofing debris associated with new roof installation ● Roof to have Eagle Tiles standard Manufacturers warranty on material ● Roofer to furnish a two (2) year warranty against leaking due to workmanship per specifications
Notes:
● Any additional add on items will be at the request of Customer. Any adjustment shall be an additional cost.
● Price includes all labor (Normal Working Hours - Prevailing Wage), materials, equipment to complete this scope of work.
● Asbestos and Lead Report not included in plans
○ If area is found to be contaminated additional costs to be incurred CLARIFICATIONS AND EXCLUSIONS:
● Warranty
○ One year warranty against workmanship
○ Manufacturer's warranty varies
● We exclude plans, permits, permit fees, related fees, testing and/or testing fees, inspection fees, survey or survey fees, and engineering fees unless specified above ● We exclude utilities and hazardous or contaminated material ● Construction water, power, and sanitary facilities available on site for MDJ’s use at no cost
● We exclude premium time unless specified above
● We exclude anything not specifically mentioned above
● MDJ reserves the right to review, change, and/or delete any provisions of any prime contract or subcontract, which results from this quotation ● All terms to be net 30 days in full upon receipt of invoice. Interest will be charged at the rate of 2% monthly on the unpaid balance.

BID PRICE: See Price Proposal
All work to be completed in a substantial and workmanlike manner according to standard practices for the sum of See Price Proposal. Any additional add on items will be at the request of Customer. Any adjustment shall be an additional cost. 2 of 3
Bid price is good for thirty (30) days only.

Any controversy or claim based on, arising out of, or relating to this agreement, or breach thereof, including any claim based on the work performed pursuant to this agreement, shall be submitted to the American Arbitration Association for binding arbitration in accordance with its rules. If any arbitration, legal action is brought to enforce this agreement, or arising out of or relating to the agreement, the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorney fees and costs incurred, in addition to any and all other relief to which that party may be entitled.

Submitted by:

Matthew McMillon
President MDJ
310.490.1521
[email protected]
3 of 3

4.00 Contractor's Price Proposal - Summary
Owner PO #:

City of Cypress-Veterans Park Picnic Pavilion
125990.00
IQC Master Contract #: CA-R8-GB-101723-MDJ
Work Order #:

Title:

Re:

Date: March 07, 2024
Proposal Value:

Contractor: MDJ Management
$171,994.78
Framing $57,070.23
General $50,495.17
Roofing $48,290.51
Staining and Painting $16,138.87
Proposal Total
Thisl total represents the correct total for the proposal. Any discrepancy between line totals, sub-totals and the proposal total is due to rounding.
$171,994.78
The Percentage of NPP on this Proposal: %

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3/7/2024
Contractor's Price Proposal - Summary

5.00 Contractor's Price Proposal - Detail
City of Cypress-Veterans Park Picnic Pavilion
125990.00
IQC Master Contract #: CA-R8-GB-101723-MDJ
Work Order #:

Owner PO #:

Title:

Re:

Date: March 07, 2024
Proposal Value:

Contractor: MDJ Management
$171,994.78
Record Section - Item Modifier UOM Description Line Total Category - Framing
LaborerFor tasks not included in the Construction Task Catalog® and as directed by owner only.
1 01 22 20 00-0027 HR $1,226.82
Installation x x = $1,226.82
Quantity Unit Price Factor Total

12.00 $88.90 1.1500
1 guy 1 hour per Colum Cap removal. Chip out existing column cap embedded into grout.

Sika Grout 212, 50 LB BagSikaGrout 212 is a non-shrink, cementitious grout with a unique 2-stage shrinkage compensating mechanism. It is non-metallic and contains no chloride. Coverage: Approximately 0.44 cu. ft./bag at high flow. 2 03 01 30 71-0032 BAG $3,191.39
Installation x x = $3,191.39
Quantity Unit Price Factor Total

24.00 $115.63 1.1500
sika grout per plans to install new Column Caps per clients request 3 03 MO D0 00-0170 0170 BAG For >25 To 50, Add $436.36
Installation x x = $436.36
Quantity Unit Price Factor Total

24.00 $15.81 1.1500
1-7/16" x 4-1/2", 18 Gauge, Galvanized Framing Angle Anchor (Simpson Strong Tie® A35)
4 06 05 23 00-0008 EA $658.72
Installation x x = $658.72
Quantity Unit Price Factor Total

80.00 $7.16 1.1500
For beam and rafter connections. 2 brackets per connection. 40 connections 14 Gauge, Galvanized Joist Hanger, For 4" x 10" To 4" x 14" Joist, Also Acceptable For Beam Hangers (Simpson Strong Tie® HUS412)
5 06 05 23 00-0044 EA $1,005.10
Installation x x = $1,005.10
Quantity Unit Price Factor Total

40.00 $21.85 1.1500
for rafters per plan. 40 rafters
6" Beam, 6" Post, 7 Gauge, Gray Paint End Column Cap With Bolts (Simpson Strong Tie® ECC66)
6 06 05 23 00-0083 EA $2,767.31
Installation x x = $2,767.31
Quantity Unit Price Factor Total

12.00 $200.53 1.1500
Column Caps per plans
1/2" Diameter x 6" Length, Hot Dipped Galvanized Steel, Low Carbon/Grade 2, Carriage Bolt
7 06 05 23 00-0131 EA $1,265.37
Installation x x = $1,265.37
Quantity Unit Price Factor Total

52.00 $21.16 1.1500
For beam, rafter, post connections. 4 per connection, 13 connections points. 8 06 05 23 00-0198 EA 3/8" Diameter x 6" Length, Hot Dipped Galvanized Steel, Hex Lag Bolt $18.58 Installation x x = $18.58
Quantity Unit Price Factor Total

1.00 $16.16 1.1500
For beam, rafter, post connections. 4 per connection
1-1/4" Wide x 22" Long, 16 Gauge, Galvanized Strap Tie (Simpson Strong Tie® ST22)
9 06 05 23 00-0296 EA $204.52
Installation x x = $204.52
Quantity Unit Price Factor Total

26.00 $6.84 1.1500
Hip straps per plans

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3/7/2024
Contractor's Price Proposal - Detail
Contractor's Price Proposal - Detail Continues..

Work Order Title:

Work Order Number: 125990.00
City of Cypress-Veterans Park Picnic Pavilion
Record Section - Item Modifier UOM Description Line Total Category - Framing
2-1/16" Wide x 37" Long, 12 Gauge, Galvanized Medium Strap Tie (Simpson Strong Tie® MST37)
10 06 05 23 00-0301 EA $147.02
Installation x x = $147.02
Quantity Unit Price Factor Total

8.00 $15.98 1.1500
Interior beam to beam straps per plans
11 06 11 16 00-0090 LF 2" x 6" Redwood, Con Heart/Smooth $26,656.08 Installation x x = $21,434.16
Quantity Unit Price Factor Total
2,640.00 $7.06 1.1500
Demolition 2,640.00 x $1.72 x 1.1500 = $5,221.92
2x6 T & G per plans. 1500 sqft of T&G
12 06 13 23 00-0005 LF 4" x 6", Pine, Heavy Timber Beam $3,289.92 Installation x x = $2,601.76
Quantity Unit Price Factor Total
320.00 $7.07 1.1500
Demolition 320.00 x $1.87 x 1.1500 = $688.16
members per plans
(14) @ 8'
(8) @ 16'
(4) @ 20'
13 06 13 23 00-0006 LF 4" x 8", Pine, Heavy Timber Beam $1,653.47 Installation x x = $1,339.52
Quantity Unit Price Factor Total
140.00 $8.32 1.1500
Demolition 140.00 x $1.95 x 1.1500 = $313.95
members per plans
(12) @ 10'
(4) @ 5'
14 06 13 23 00-0058 LF 6" x 6", Pine, Heavy Timber Column $187.45 Installation x x = $163.07
Quantity Unit Price Factor Total

20.00 $7.09 1.1500
Demolition 20.00 x $1.06 x 1.1500 = $24.38
members per plans
(4) @ 5'
15 06 16 33 00-0003 SF 3/8" Thick CDX Plywood Roof DeckingApplied to wood rafters. $3,174.00 Installation x x = $2,470.20
Quantity Unit Price Factor Total
1,200.00 $1.79 1.1500
Demolition 1,200.00 x $0.51 x 1.1500 = $703.80
3/8" decking per plans
16 06 MO D0 00-0006 0006 SF For Exterior CC Grade Plywood, Add $124.20 Installation x x = $124.20
Quantity Unit Price Factor Total
1,200.00 $0.09 1.1500
17 06 18 13 00-0036 LF 6-3/4" x 12" Glue Laminated Straight Beam $11,063.92 Installation x x = $8,230.32
Quantity Unit Price Factor Total
224.00 $31.95 1.1500
Demolition 224.00 x $11.00 x 1.1500 = $2,833.60
GLBs per plans
(4) @ 16'
(8) @ 20'
Subtotal for Category - Framing: $57,070.23
Category - General

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3/7/2024
Contractor's Price Proposal - Detail
Contractor's Price Proposal - Detail Continues..

Work Order Title:

Work Order Number: 125990.00
City of Cypress-Veterans Park Picnic Pavilion
Record Section - Item Modifier UOM Description Line Total Category - General
Reimbursable FeesReimbursable Fees will be paid to the contractor for eligible costs as directed by Owner. Insert the appropriate quantity to adjust the base cost to the actual Reimbursable Fee. If there are multiple Reimbursable Fees, list each one separately and add a comment in the "note" block to identify the Reimbursable Fee (e.g. sidewalk closure, road cut, various permits, extended warranty, expedited shipping costs, etc.). A copy of each receipt, invoice, or proof of payment shall be submitted with the Price Proposal.
18 01 22 16 00-0002 EA $3,701.50
Installation x x = $3,701.50
Quantity Unit Price Factor Total
3,365.00 $1.00 1.1000
Bond = $168,293 x 2%
CarpenterFor tasks not included in the Construction Task Catalog® and as directed by owner only.
19 01 22 20 00-0006 HR $18,263.84
Installation x x = $18,263.84
Quantity Unit Price Factor Total
160.00 $99.26 1.1500
4 guys 2 hours a day for 1 month - lost time for mobilization and demobilzation due to size/length of members, working around existing columns and tables, and going up/down in scissor/man lifts as well as notching beams and rafters per plans.

LaborerFor tasks not included in the Construction Task Catalog® and as directed by owner only.
20 01 22 20 00-0027 HR $1,635.76
Installation x x = $1,635.76
Quantity Unit Price Factor Total

16.00 $88.90 1.1500
2 guys one day. Remove existing picnic tables to provide access for scissor lift. Apply protection around all existing columns, island with sink, and remaining picnic tables per clients request. 21 01 22 23 00-0027 MO 45' Engine Powered, Articulating (Up/Over) Boom Man Lift With Platform $7,277.45 Installation x x = $7,277.45
Quantity Unit Price Factor Total

2.00 $3,164.11 1.1500
1 man lift to reach top of structure and due to slope of roofing for framing install as well as roofing install 22 01 22 23 00-0073 MO 25' Engine Powered, Scissor Platform Lift $4,745.22 Installation x x = $4,745.22
Quantity Unit Price Factor Total

2.00 $2,063.14 1.1500
2 scissor lifts required due to size and length of beams and rafters. 23 01 56 16 00-0002 SF 6 Mil, Plastic Sheeting, Applied To Floors $3,146.40 Installation x x = $3,146.40
Quantity Unit Price Factor Total
7,200.00 $0.38 1.1500
for protection of existing surfaces (concrete, island, tables, ...) 60' x 60' area to be covered. plan on removal and reapplication once.
24 01 56 16 00-0003 SF 6 Mil, Plastic Sheeting, Applied To Walls $428.26 Installation x x = $428.26
Quantity Unit Price Factor Total
760.00 $0.49 1.1500
for protection of existing surfaces (columns, island, ... ) 672 sqft of columns, 88 sqft of island. remove and replace once.
25 01 56 26 00-0034 EA 10' Wide, 6' High, Temporary Chain Link Fence Gate, Up To 6 Months $546.78 Installation x x = $546.78
Quantity Unit Price Factor Total

1.00 $475.46 1.1500
temp fencing
26 01 MO D0 00-0082 0082 EA For Each LF Shade Cloth, Add $65.19 Installation x x = $65.19
Quantity Unit Price Factor Total

1.00 $56.69 1.1500

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3/7/2024
Contractor's Price Proposal - Detail
Contractor's Price Proposal - Detail Continues..

Work Order Title:

Work Order Number: 125990.00
City of Cypress-Veterans Park Picnic Pavilion
Record Section - Item Modifier UOM Description Line Total Category - General
27 01 56 26 00-0143 LF Temporary 6' High Chain Link Fence Panels (Portable), Up To 6 Months $4,565.50 Installation x x = $4,565.50
Quantity Unit Price Factor Total
500.00 $7.94 1.1500
temp fencing
28 01 MO D0 00-0072 0072 LF For Each LF Shade Cloth, Add $879.75 Installation x x = $879.75
Quantity Unit Price Factor Total
300.00 $2.55 1.1500
Temporary Chain Link Fence Panels (Portable) SandbagIncludes placement and removal.
29 01 56 26 00-0158 BAG $1,099.63
Installation x x = $1,099.63
Quantity Unit Price Factor Total
140.00 $6.83 1.1500
temp fencing
40 CY Dumpster (5 Ton) "Construction Debris"Includes delivery of dumpster, rental cost, pick-up cost, hauling, and disposal fee. Non-hazardous material. 30 01 74 19 00-0016 EA $4,139.89
Installation x x = $4,139.89
Quantity Unit Price Factor Total

5.00 $719.98 1.1500
for debris
Subtotal for Category - General: $50,495.17
Category - Roofing
31 06 11 16 00-0194 LF 2" x 4" Pressure Treated Lumber, For Roofing Nailers $610.19 Installation x x = $479.78
Quantity Unit Price Factor Total
140.00 $2.98 1.1500
Demolition 140.00 x $0.81 x 1.1500 = $130.41
nailers per manufacturers specs. (4) 15' runs
(8) 10' runs
32 07 32 16 00-0002 SQ 13" x 16-1/2" Concrete Roof Tile, 90/SQ, 950 LB/SQ, Earthtone Colors, Corrugated $24,697.17 Installation x x = $18,180.12
Quantity Unit Price Factor Total

15.00 $1,053.92 1.1500
Demolition 15.00 x $377.80 x 1.1500 = $6,517.05
remove existing and installation of new concrete tile roof shingles 33 07 MO D0 00-0071 0071 SQ For Steep Roof, Over 7 To 12, Add $4,171.40 Installation x x = $4,171.40
Quantity Unit Price Factor Total

15.00 $241.82 1.1500
34 07 32 16 00-0007 EA Ridge And Hip, 10" X 16-1/2", 8 LB Each For Concrete Tile Roof $555.31 Installation x x = $555.31
Quantity Unit Price Factor Total

96.00 $5.03 1.1500
for roofing 80 LF
35 07 MO D0 00-0071 0071 EA For Steep Roof, Over 7 To 12, Add $0.00 Installation x x = $0.00
Quantity Unit Price Factor Total

96.00 $0.00 1.1500
36 07 32 16 00-0008 EA Rake, 6-1/2" X 16-3/4", 9 LB Each For Concrete Tile Roof $609.04 Installation x x = $609.04
Quantity Unit Price Factor Total
160.00 $3.31 1.1500
for roofing 80 LF

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3/7/2024
Contractor's Price Proposal - Detail
Contractor's Price Proposal - Detail Continues..

Work Order Title:

Work Order Number: 125990.00
City of Cypress-Veterans Park Picnic Pavilion
Record Section - Item Modifier UOM Description Line Total Category - Roofing
37 07 MO D0 00-0071 0071 EA For Steep Roof, Over 7 To 12, Add $0.00 Installation x x = $0.00
Quantity Unit Price Factor Total
160.00 $0.00 1.1500
38 07 32 16 00-0009 EA Mansard Hip, 10" X 16-1/2", 9.2 LB Each For Concrete Tile Roof $23.00 Installation x x = $23.00
Quantity Unit Price Factor Total

4.00 $5.00 1.1500
for roofing corners
39 07 32 16 00-0011 EA 3 Or 4 Way Apex, 10" Each Side, 11.5 LB Each For Concrete Tile Roof $6.85 Installation x x = $6.85
Quantity Unit Price Factor Total

1.00 $5.96 1.1500
for roofing apex point
30 LB, Asphalt Saturated Organic Felt Shake Underlayment, Mechanically Fastened
40 07 34 00 00-0004 SQ $2,591.64
Installation x x = $2,240.78
Quantity Unit Price Factor Total

30.00 $64.95 1.1500
Demolition 30.00 x $10.17 x 1.1500 = $350.87
2 layers of 30lb felt per plans
41 07 61 16 00-0007 SF 0.020" Thick, Zinc/Copper Batten Seam Concealed Fastener Roofing $12,624.13 Installation x x = $12,624.13
Quantity Unit Price Factor Total
250.00 $43.91 1.1500
1" x 2" batten system over new underlayment mechanically fastened 42 07 MO D0 00-0007 0007 SF For Steep Roof, Over 6 To 12, Add $566.38 Installation x x = $566.38
Quantity Unit Price Factor Total
250.00 $1.97 1.1500
43 07 62 13 00-0027 SF 0.050" Thick, Mill Finish, Aluminum Flashing And Trim $1,410.36 Installation x x = $1,410.36
Quantity Unit Price Factor Total

80.00 $15.33 1.1500
drip edge flashing
44 07 MO D0 00-0001 0001 SF For Up To 100, Add $352.36
Installation x x = $352.36
Quantity Unit Price Factor Total

80.00 $3.83 1.1500
45 07 MO D0 00-0074 0074 SF For Baked Aluminum Colors, Add $72.68 Installation x x = $72.68
Quantity Unit Price Factor Total

80.00 $0.79 1.1500
Subtotal for Category - Roofing: $48,290.51
Category - Staining and Painting
46 09 01 90 52-0038 SF Chemical Clean, Brush And Wash Wood Surfaces, Surface Preparation $1,518.00 Installation x x = $1,518.00
Quantity Unit Price Factor Total
2,200.00 $0.60 1.1500
prep for staining exposed wood members
47 09 01 90 52-0041 SF 2,000 To 5,000 PSI, Pressure Wash Wood Surfaces, Surface Preparation $1,442.10 Installation x x = $1,442.10
Quantity Unit Price Factor Total
2,200.00 $0.57 1.1500
prep for staining exposed wood members. 1,500 sqft of T&G. 700 sqft of all other exposed beams. some on 3 sides some on all four sides.

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3/7/2024
Contractor's Price Proposal - Detail
Contractor's Price Proposal - Detail Continues..

Work Order Title:

Work Order Number: 125990.00
City of Cypress-Veterans Park Picnic Pavilion
Record Section - Item Modifier UOM Description Line Total Category - Staining and Painting
48 09 01 90 52-0043 SF Sanding Wood Trim Surfaces, Surface Preparation $2,656.50 Installation x x = $2,656.50
Quantity Unit Price Factor Total
2,200.00 $1.05 1.1500
prep for staining exposed wood members. 1,500 sqft of T&G. 700 sqft of all other exposed beams. some on 3 sides some on all four sides.
49 09 91 13 00-0095 SF 1 Coat Primer, Brush/Roller Work, Paint Exterior Stucco Walls $1,092.50 Installation x x = $1,092.50
Quantity Unit Price Factor Total
1,000.00 $0.95 1.1500
Prime and paint all existing stucco
50 09 91 13 00-0097 SF 2 Coats Paint, Brush/Roller Work, Paint Exterior Stucco Walls $2,300.00 Installation x x = $2,300.00
Quantity Unit Price Factor Total
1,000.00 $2.00 1.1500
Prime and paint all existing stucco
51 09 91 13 00-0473 SF 1 Coat Primer, Brush Work, Paint Exterior Exposed Metal Trim $187.68 Installation x x = $187.68
Quantity Unit Price Factor Total
160.00 $1.02 1.1500
Paint metal trim per plans
52 09 91 13 00-0475 SF 2 Coats Paint, Brush Work, Paint Exterior Exposed Metal Trim $369.84 Installation x x = $369.84
Quantity Unit Price Factor Total
160.00 $2.01 1.1500
Paint metal trim per plans
1 Coat Alkyd Anticorrosive Metal Primer, Brush/Roller Work, Paint Exterior Miscellaneous Metal Surfaces
53 09 91 13 00-0492 SF $141.45
Installation x x = $141.45
Quantity Unit Price Factor Total
100.00 $1.23 1.1500
Paint framing connectors per plans
54 09 MO D0 00-0244 0244 SF For Epoxy Paint, Add $17.25 Installation x x = $17.25
Quantity Unit Price Factor Total
100.00 $0.15 1.1500
2 Coats Alkyd Enamel Paint, Brush/Roller Work, Paint Exterior Miscellaneous Metal Surfaces
55 09 91 13 00-0494 SF $262.20
Installation x x = $262.20
Quantity Unit Price Factor Total
100.00 $2.28 1.1500
Paint framing connectors per plans
56 09 MO D0 00-0244 0244 SF For Epoxy Paint, Add $28.75 Installation x x = $28.75
Quantity Unit Price Factor Total
100.00 $0.25 1.1500
57 09 93 13 53-0002 SF Stain Sealer, Brush Work $2,201.10 Installation x x = $2,201.10
Quantity Unit Price Factor Total
2,200.00 $0.87 1.1500
Seal exposed members per plans. 1,500 sqft of T&G. 700 sqft of all other exposed beams. some on 3 sides some on all four sides.
58 09 93 23 13-0003 SF Stain Wood Trim, 1 Coat Stain, With Brush And Wipe Off $3,921.50 Installation x x = $3,921.50
Quantity Unit Price Factor Total
2,200.00 $1.55 1.1500
Stain exposed members per plans. 1,500 sqft of T&G. 700 sqft of all other exposed beams. some on 3 sides some on all four sides.

Subtotal for Category - Staining and Painting: $16,138.87

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3/7/2024
Contractor's Price Proposal - Detail
Contractor's Price Proposal - Detail Continues..

Work Order Title:

Work Order Number: 125990.00
City of Cypress-Veterans Park Picnic Pavilion
Proposal Total $171,994.78
This proposal total represents the correct total for the proposal. Any discrepancy between line totals, sub-totals and the proposal total is due to rounding of the line totals and sub-totals.

The Percent of NPP on this Proposal: %

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3/7/2024
Contractor's Price Proposal - Detail
Subcontractor Listing
125990.00
City of Cypress-Veterans Park Picnic Pavilion
IQC Master Contract #: CA-R8-GB-101723-MDJ
Work Order #:

Owner PO #:

Title:

Re:

Date: March 07, 2024
Proposal Value:

Contractor: MDJ Management
$171,994.78
Name of Contractor Duties Amount %
Rite-Way Roof Corp. $40,000.00 23.26

6.00

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3/7/2024
Subcontractor Listing
Rev. 4/2021 Sourcewell IFB #CA-101723
Indefinite Delivery-Indefinite Quantity Construction Contracts in the State of California

Page 1 ends

Indefinite Delivery-Indefinite Quantity Construction Contract Contract Number: CA-R8-GB-101723-MDJ
Service Type: General Building
This Indefinite Delivery-Indefinite Quantity Construction Contract (Contract) is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 and MDJ Management, LLC, 531 Main St, Suite 611, El Segundo, CA 90245 (Contractor).

Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state and municipal governmental entities, K-12 and higher education entities, nonprofit entities, tribal governments, and other public entities located within the United States.

The Contractor desires to contract with Sourcewell to provide construction services to entities that access Sourcewell’s indefinite delivery-indefinite quantity (IDIQ) construction contracts within the Service Region.

I. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract, including the General Terms and Conditions incorporated by reference, is effective upon the later of December 6, 2023 or the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires December 5, 2024, unless it is terminated sooner pursuant to Article XX of the General Terms and Conditions, which are incorporated into this Contract by reference. This Contract allows up to five additional one-year extensions upon the request of Sourcewell and written agreement with Contractor. Sourcewell retains the right to consider additional extensions beyond six years as required under exceptional circumstances.

II. REGION AND SERVICES
The Contractor’s Region is: Region 8. The Contractor’s IDIQ construction service type is: General Building. The Contractor has agreed to perform work outside the Region.

III. ADJUSTMENT FACTORS
The Contractor will perform any or all Tasks in the Construction Task Catalog for the Unit Price appearing therein multiplied by the following Adjustment Factors. See the General Terms and Conditions for additional information.

A. Normal Working Hours – Prevailing Wage Rate Projects: Work performed from 7:00 a.m. until 4:00 p.m. Monday to Friday, except Holidays. The Contractor will perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.1500.

Rev. 4/2021 Sourcewell IFB #CA-101723
Indefinite Delivery-Indefinite Quantity Construction Contracts in the State of California

Page 2 ends

B. Other Than Normal Working Hours – Prevailing Wage Rate Projects: Work performed from 4:00 p.m. to 7:00 a.m. Monday to Friday, and any time Saturday, Sunday and Holidays. The Contractor will perform Tasks during Other Than Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.2000.

C. Secured Facilities/OSHPD Prevailing - Wage Rate Projects: Work performed from 7:00 a.m. until 4:00 p.m. Monday to Friday, except Holidays. The Contractor will perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.1500.

D. All Union Wage Projects: Work performed from 7:00 a.m. until 4:00 p.m. Monday to Friday, except Holidays. The Contractor will perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.1500.

E. Non pre-priced Adjustment Factor: To be applied to Work determined not to be included in the CTC but within the general scope of the work: 1.2800.

VI. AUTHORIZED REPRESENTATIVE
A. Sourcewell's Authorized Representative is its Chief Procurement Officer.

B. The Contractor’s Authorized Representative is Matthew McMillon. If the Contractor’s Authorized Representative changes at any time during this Contract, Contractor must promptly notify Sourcewell in writing.

Sourcewell MDJ Management, LLC
By: __________________________ By: __________________________ Jeremy Schwartz Matthew McMillon
Title: Chief Procurement Officer Title: President
Date: Date:

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 6.

FROM: Douglas Dancs, Director of Public Works
DATE: 03/25/2024
SUBJECT: Approve an Amendment to the On-Call Stormwater/Fats Oils and Grease Inspection Services Contract

RECOMMENDATION

1. Approve an Amendment to the with Charles Abbott Associates for On-Call Stormwater/Fats Oils and Grease Inspection Services; and

2. Appropriate $18,000 to the Strom Drain Fund and $2,000 to the Sewer Fund.

DISCUSSION
In April 2021, the City Council approved a contract with Charles Abbott Associates for on-call Stormwater/Fats Oils and Grease Inspection Services through April 2023 with an option for three, one-year extensions. The City is required to inspect construction sites and properties for compliance with state water quality regulations and provide inspection results for annual reporting to the state.

The on-call contract limits annual expenditures to $83,175. Due to an increase in new construction, additional water quality and Fats, Oils, and Grease (FOG) inspections are needed. Public Works estimates that an additional $20,000 is necessary to complete all required inspections through the remainder of FY 2023-24. The $20,000 recommended contract amendment must be approved by the City Council since the contract terms limit the contract officer from authorizing total amendments that exceed 10 percent of the annual contract amount ($8,317.50).

BUDGET IMPACT
The City collects fees from developers, property owners and businesses which provides full cost recovery for the on-call services provided by this contract. The budget for On-Call Stormwater/Fats Oils and Grease Inspection Services is $83,175 and the cost for these services is estimated to be $103,175 for FY 2023-24. Sufficient fund balance amounts are available for the additional $18,000 in the Storm Drain Fund and $2,000 in the Sewer Fund needed to pay for inspection activities through the end of the fiscal year.

LEGAL REVIEW
The amendment was approved as to form by the City Attorney.

APPROVED BY: Peter Grant, City Manager
Attachments
Contract Amendment

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 7.

FROM: Alicia Velasco, Planning Director
DATE: 03/25/2024
SUBJECT: Receive and File the 2023 General Plan Annual Progress Report on the Implementation of the Housing Element

RECOMMENDATION
Receive and file the 2023 General Plan Annual Progress Report on the implementation of the Housing Element.

DISCUSSION
Background
California Government Code Section 65400 requires that cities submit an annual report by April 1 to the State Office of Planning and Research (OPR) and the Department of Housing and Community Development (HCD) that provides the progress of the implementation of the Housing Element. Cities must also submit a General Plan Annual Progress Report to HCD and OPR. The attached report satisfies both requirements.

General Plan Status
The City Council adopted the General Plan on September 10, 2001. It contains the seven State-required elements plus three optional elements.

General Plan Elements Last Revised
Land Use October 14, 2013
Circulation September 10, 2001
Housing June 27, 2022
Conservation/Open Space (combined) September 10, 2001
Recreation September 10, 2001
Safety October 14, 2013
Noise September 10, 2001
Optional: Air Quality September 10, 2001
Optional: Growth Management September 10, 2001
Optional: Implementation September 10, 2001
Cities are required to keep their General Plans current and internally consistent. There is no General Plan update requirement, except the Housing Element, which must be updated at least every eight years.

The following is a summary of General Plan related activities during the January 1 to December 31, 2023 reporting period.

Land Use Element
There were no amendments to the General Plan Land Use Element, nor were there any land use designation changes on individual properties. There were no amendments to the Zoning Ordinance of the Municipal Code which could affect consistency with the Land Use Element, nor were there any zone changes on properties. There was one Specific Plan amendment (LTP Modern Machine) which was consistent with the existing Specific Plan land use designation and the PC Planned Community Zone. There were no land use designation changes on individual properties within any of the City’s specific plans.

Housing Element
HCD certified the City's 2021-2029 Housing Element on September 9, 2022. This report is for calendar year 2023, which is the second reporting year of the housing element cycle.

Having a certified Housing Element makes the City eligible for State housing grants/programs and provides protection against housing-related lawsuits. Cypress' Regional Housing Need Assessment (RHNA) for the 2021-2029 Housing Element cycle is 3,936 units.

In 2023, the City processed:

Housing Permit Processing Stage Applications Units
Housing entitlement applications received and deemed
complete 12 19
Housing entitlement applications approved 12 19
Housing permits issued 54 54
Housing units completed NA 94
Below is a summary of the 2021-2029 Housing Element cycle totals which count toward the City’s RHNA based on income level:

Income Level 2021-2029 RHNA Units to Date
(2021-2022) Remaining
Very Low 1,150 17 1,133
Low 657 0 657
Moderate 623 1 622
Above Moderate 1,506 458 1,048
Total 3,936 476 3,460
Since the very low, low, and moderate income categories fell short by 143 units at the end of the previous cycle, they were added to the 2021-2029 RHNA.

The City Council adopted the following ordinances in 2023 in compliance with the Housing Element and State law:

Objective design standards
Reduced parking requirements for multifamily residential Streamlined residential review process
Other General Plan Element Amendments
There were no amendments to the other elements of the General Plan. The City continues to implement the goals and policies of all General Plan elements.

ALTERNATIVE ACTIONS:

Provide further direction.

BUDGET IMPACT
None.

LEGAL REVIEW
None required.

APPROVED BY: Peter Grant, City Manager
Attachments
Annual Housing Report
Jurisidiction Name
Reporting Calendar YearFirst NameLast NameTitle Click here to download APR InstructionsEmailPhoneStreet AddressCityZipcode v_2_15_24
Please Start Here
General Information
2023
Cypress
Contact Information
Optional: Click here to import last year's data. This is best used when the workbook is new and empty. You will be prompted to pick an old workbook to import from. Project and program data will be copied exactly how it was entered in last year's form and must be updated. If a project is no longer has any reportable activity, you may delete the project by selecting a cell in the row and typing ctrl + d.

Click here to add rows to a table. If you add too many rows, you may select a cell in the row you wish to remove and type ctrl + d. 5275 Orange Avenue
Cypress
90630
Kori
Sanders
Associate Planner
[email protected]
7142296724
Mailing Address
Annual Progress Report January 2020
Optional: This runs a macro which checks to ensure all required fields are filled out. The macro will create two files saved in the same directory this APR file is saved in. One file will be a copy of the APR with highlighted cells which require information.

The other file will be list of the problematic cells, along with a description of the nature of the error.

Optional: Save before running. This copies data on Table A2, and creates another workbook with the table split across 4 tabs, each of which can fit onto a single page for easier printing. Running this macro will remove the comments on the column headers, which contain the instructions. Do not save the APR file after running in order to preserve comments once it is reopened.

Optional: This macro identifies dates entered that occurred outside of the reporting year. RHNA credit is only given for building permits issued during the reporting year.

Link to the online system: https://apr.hcd.ca.gov/APR/login.do Toggles formatting that turns cells green/yellow/red based on data validation rules.

Submittal Instructions
Please save your file as Jurisdictionname2023 (no spaces). Example: the city of San Luis Obispo would save their file as SanLuisObispo2023Housing Element Annual Progress Reports (APRs) forms and tables must be submitted to HCD and the Governor's Office of Planning and Research (OPR) on or before April 1 of each year for the prior calendar year; submit separate reports directly to both HCD and OPR pursuant to Government Code section 65400. There are two options for submitting APRs: 1. Online Annual Progress Reporting System - Please see the link to the online system to the left. This allows you to upload the completed APR form into directly into HCD’s database limiting the risk of errors. If you would like to use the online system, email [email protected] and HCD will send you the login information for your jurisdiction. Please note: Using the online system only provides the information to HCD. The APR must still be submitted to OPR. Their email address is [email protected]. Email - If you prefer to submit via email, you can complete the excel Annual Progress Report forms and submit to HCD at [email protected] and to OPR at [email protected]. Please send the Excel workbook, not a scanned or PDF copy of the tables.

Jurisdiction Cypress
Reporting Year 2023
Housing Element Planning Period 6th Cycle
Current Year
Deed Restricted 0
Non-Deed
Restricted 8
Deed Restricted 0
Non-Deed
Restricted 0
Deed Restricted 0
Non-Deed
Restricted 1
45 54
Units by Structure Type Entitled Permitted Completed
Single-family Attached 0 41 88
Single-family Detached 0 2 0
2 to 4 units per structure 0 0 0
5+ units per structure 0 0 0
Accessory Dwelling Unit 7 11 6
Mobile/Manufactured Home 0 0 0
Total 7 54 94
Infill Housing Developments and Infill Units Permitted # of Projects Units 13 13
41 41
12 19
19 0
0 0
Total Housing Applications Submitted:

Number of Proposed Units in All Applications Received:

Total Housing Units Approved:

Total Housing Units Disapproved:

Total Units
Housing Applications Summary
Use of SB 35 Streamlining Provisions - Applications
Note: Units serving extremely low-income households are included in the very low-income permitted units totals Number of SB 35 Streamlining Applications
Above Moderate
Indicated as Infill
Not Indicated as Infill
Building Permits Issued by Affordability Summary
Income Level
(Jan. 1 - Dec. 31)
10/15/2021 - 10/15/2029
Number of SB 35 Streamlining Applications Approved
Very Low
Low
Moderate
Income Rental Ownership Total
Very Low 00 0
Low 00 0
Moderate 00 0
Above Moderate 00 0
Total 0 0 0
Streamlining Provisions Used - Permitted Units # of Projects Units SB 9 (2021) - Duplex in SF Zone 00
SB 9 (2021) - Residential Lot Split 00
AB 2011 (2022) 00
SB 6 (2022) 00
SB 35 (2017) 00
Ministerial and Discretionary Applications # of Applications Units Ministerial 11 11
Discretionary 18
Density Bonus Applications and Units Permitted
Number of Applications Submitted Requesting a Density Bonus 1 Number of Units in Applications Submitted Requesting a Density Bonus 8 Number of Projects Permitted with a Density Bonus 0
Number of Units in Projects Permitted with a Density Bonus 0 Housing Element Programs Implemented and Sites Rezoned Count 20 0
Programs Implemented
Sites Rezoned to Accommodate the RHNA
Units Constructed - SB 35 Streamlining Permits
Jurisdiction Cypress ANNUAL ELEMENT PROGRESS REPORT Note: "+" indicates an optional field Reporting Year 2023 (Jan. 1 - Dec. 31) Housing Element ImplementationPlanning Period 6th Cycle 10/15/2021 - 10/15/2029 Date
Application
Submitted
Total
Approved
Units by
Project
Total
Disapproved
Units by
Project
Streamlining
2 34 6 78 9
Prior APN+ Current APN Street Address Project Name+ Local Jurisdiction Tracking ID Unit Category (SFA,SFD,2 to 4,5+,ADU,MH) Tenure R=Renter O=Owner Date Application Submitted (see instructions) Very Low- Income Deed Restricted Very Low- Income Non Deed Restricted Low-Income Deed Restricted Low-Income Non Deed Restricted Moderate- Income Deed Restricted Moderate- Income Non Deed Restricted Above Moderate- Income Total PROPOSED Units by Project Total APPROVED Units by project Total DISAPPROVED Units by Project Please select
streamlining
provision/s the
application was
submitted pursuant
to.

Did the housing
development
application seek
incentives or
concessions
pursuant to
Government Code
section 65915?
Summary Row: Start Data Entry Below 2 0 0 0 0 0 17 19 19 0 262-311-09 262-311-09 8561 Belmont
Street Belmont 8 Apts CUP# 2023-02 5+ R 3/10/2023 2 6 8 8 0 NONE Yes 262-322-05 262-322-05 8641 La Salle
Street, Unit B Franklin Castillo BS-23-217 ADU R 2/17/2023 1 1 1 0 NONE No 134-541-02 134-541-02 6263 Rosemary
Drive Hector Leiva BS-23-448
ADU R
4/5/2023
1 1 1 0 NONE No
262-421-17 262-421-17 8781 Walker
Street, Unit 9B Armando Lopez BS-23-483 ADU R 4/27/2023 1 1 1 0 NONE No 262-421-17 262-421-17 8781 Walker
Street, Unit 11B Armando Lopez BS-23-483
ADU R
4/27/2023
1 1 1 0 NONE No
244-523-09 244-523-09 5762 Karen
Avenue Shihfen Sun BS-23-1175 ADU R 7/25/2023 1 1 1 0 NONE No 262-321-22 262-321-22 8664 Sumner
Place Nicholas Noris BS-23-1186 ADU R 7/27/2023 1 1 1 0 NONE No 262-443-05 262-443-05 8543 La Homa
Street Balaji Devendran BS-23-1398 ADU R 9/8/2023 1 1 1 0 NONE No 262-353-04 262-353-04 5091 New
Mexico Lane Fady Tawaddrous BS-23-1462 ADU R 9/21/2023 1 1 1 0 NONE No 262-421-20 262-421-20 8815 Walker
Street Leticia Franco BS-23-1305 ADU R 10/20/2023 1 1 1 0 NONE No 262-462-23 262-462-23 5673 Vonnie
Lane Henry Salzer BS-23-1609 ADU R 10/24/2023 1 1 1 0 NONE No 262-471-10 262-471-10 5616 Vonnie
Lane Jeong Cho BS-23-1727
ADU R
11/21/2023
1 1 1 0 NONE No
0000000000000000000000
Table A
Cells in grey contain auto-calculation formulas
1 5
Project Identifier Unit Types Proposed Units - Affordability by Household Incomes Density Bo Applica 10 Housing Development Applications Submitted
Jurisdiction Cypress ANNUAL ELEMENT PROGRESS REPORT
Reporting Year 2023 (Jan. 1 - Dec. 31) Housing Element Implementation Cells in grey contain auto-calculation formulas Planning Period 6th Cycle 10/15/2021 - 10/15/2029
Table A2
Streamlining Infill
Housing without Financial
Assistance or Deed
Restrictions
Term of Affordability
or Deed Restriction Notes
23 56 89 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
Prior APN+ Current APN Street Address Project Name+ Local Jurisdiction Tracking ID Unit Category (SFA,SFD,2 to 4,5+,ADU,MH) Tenure R=Renter O=Owner Very Low- Income Deed Restricted Very Low- Income Non Deed Restricted Low- Income Deed Restricted Low- Income Non Deed Restricted Moderate- Income Deed Restricted Moderate- Income Non Deed Restricted Above Moderate- Income Entitlement Date Approved # of Units issued Entitlements Very Low- Income Deed Restricted Very Low- Income Non Deed Restricted Low- Income Deed Restricted Low- Income Non Deed Restricted Moderate- Income Deed Restricted Moderate- Income Non Deed Restricted Above Moderate- Income Building Permits Date Issued # of Units Issued Building Permits Very Low- Income Deed Restricted Very Low- Income Non Deed Restricted Low- Income Deed Restricted Low- Income Non Deed Restricted Moderate- Income Deed Restricted Moderate- Income Non Deed Restricted Above Moderate- Income Certificates of Occupancy or other forms of readiness (see instructions) Date Issued # of Units issued Certificates of Occupancy or other forms of readiness How many of the units were Extremely Low Income? Please select the streamlining provision the project was APPROVED pursuant to. (may select multiple) Infill Units? Y/N+ Assistance Programs for Each Development (may select multiple - see instructions) Deed Restriction Type (may select multiple - see instructions) For units affordable without financial assistance or deed restrictions, explain how the locality determined the units were affordable (see instructions) Term of Affordability or Deed Restriction (years) (if affordable in perpetuity enter 1000)+ Number of Demolished/Destroyed Units Demolished or Destroyed Units Demolished/De stroyed Units Owner or Renter Total Density Bonus Applied to the Project (Percentage Increase in Total Allowable Units or Total Maximum Allowable Residential Gross Floor Area) Number of Other Incentives, Concessions, Waivers, or Other Modifications Given to the Project (Excluding Parking Waivers or Parking Reductions) List the incentives, concessions, waivers, and modifications (Excluding Parking Waivers or Parking Modifications) Did the project receive a reduction or waiver of parking standards? (Y/N) Notes+ Summary Row: Start Data Entry Below 0 5 0 0 0 0 2 7 0 8 0 0 0 1 45 54 0 5 0 1 0 0 88 94 0 1 244-511-39 244-511-39 5573 Karen Ave. ADU BP #12409 ADU R 1 5/17/2021 1 1 5/17/2021 1 1 1/5/2023 1 0 NONE Y Rents verified by survey. 0 New ADU-attached244-351-09 244-351-09 9052 Denni St. Denni 3 Condos BP #13063 SFA O 1 1/27/2020 1 1 12/14/2021 1 1 11/8/2023 1 0 NONE Y 1 Demolished O CUP No. 3144244-351-09 244-351-09 9054 Denni St. Denni 3 Condos BP #13063 SFA O 1 1/27/2020 1 1 12/14/2021 1 1 11/8/2023 1 0 NONE Y 0 CUP No. 3144244-351-09 244-351-09 9056 Denni St. Denni 3 Condos BP #13063 SFA O 1 1/27/2020 1 1 12/14/2021 1 1 11/8/2023 1 0 NONE Y 0 CUP No. 3144224-095-08 224-095-08 6578 Jaluit Street ADU BP# BS-21-321 ADU R 1 10/14/2021 1 1 2/3/2022 1 1 6/28/2023 1 0 NONE Y Rents verified by survey. 0 New ADU-attached 244-333-18 244-333-18 9363 Walker Street ADU BP# BS-21-493 ADU O 1 11/22/2021 1 1 4/8/2022 1 1 5/31/2023 1 0 NONE Y Rents verified by survey. 0 New ADU-detached 262-431-64 262-431-64 8543 Walker Street ADU BP# BS-22-64 ADU O 1 1/13/2022 1 1 5/16/2023 1 1 5/16/2023 1 0 NONE Y Rents verified by survey. 0 New ADU-detached 244-473-06 244-473-06 5614 Bishop Street ADU BP# BS-22-1133 ADU R 1 7/26/2022 1 1 9/22/2022 1 1 3/20/2023 1 0 NONE Y Rents verified by survey. 0 New ADU-detached 244-333-24 244-333-24 5388 Vista Fortuna ADU BP# BS-22-1686 ADU R 1 10/19/2022 1 1 1/5/2023 1 1 6/8/2023 1 0 NONE Y Rents verified by survey. New ADU-attached262-444-02 262-444-02 8633 La Homa Street SFA BP# BS-22-394 SFA R 1 4/29/2022 1 1 5/25/2022 1 1 8/1/2023 1 0 NONE Y 0 Add 2nd SFD on MFR lot 241-091-36, -40 241-091-36, -40 10518 Triple Crown Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 2/10/2022 1 1 7/31/2023 1 0 NONE N Unit 86 of 135 241-091-36, -40 241-091-36, -40 10516 Triple Crown Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 2/10/2022 1 1 7/28/2023 1 0 NONE N Unit 85 of 135 241-091-36, -40 241-091-36, -40 10512 Triple Crown Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 2/10/2022 1 1 7/28/2023 1 0 NONE N Unit 84 of 135 241-091-36, -40 241-091-36, -40 10510 Triple Crown Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 2/10/2022 1 1 7/31/2023 1 0 NONE N Unit 83 of 135 241-091-36, -40 241-091-36, -40 10508 Triple Crown Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 1/20/2022 1 1 5/11/2023 1 0 NONE N Unit 82 of 135 241-091-36, -40 241-091-36, -40 10506 Triple Crown Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 1/20/2022 1 1 3/30/2023 1 0 NONE N Unit 81 of 135 241-091-36, -40 241-091-36, -40 10502 Triple Crown Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 1/20/2022 1 1 5/26/2023 1 0 NONE N Unit 80 of 135 241-091-36, -40 241-091-36, -40 5010 Belmont Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 2/10/2022 1 1 12/7/2023 1 0 NONE N Unit 73 od 135 241-091-36, -40 241-091-36, -40 5008 Belmont Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 2/10/2022 1 1 12/6/2023 1 0 NONE N Unit 72 of 135 241-091-36, -40 241-091-36, -40 5002 Belmont Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 2/10/2022 1 1 12/8/2023 1 0 NONE N Unit 70 of 135 241-091-36, -40 241-091-36, -40 6022 Derby Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 3/31/2022 1 1 3/20/2023 1 0 NONE N Unit 35 of 135 241-091-36, -40 241-091-36, -40 6020 Derby Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 3/31/2022 1 1 3/21/2023 1 0 NONE N Unit 36 of 135 241-091-36, -40 241-091-36, -40 6018 Derby Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 3/31/2022 1 1 3/21/2023 1 0 NONE N Unit 37 of 135 241-091-36, -40 241-091-36, -40 6016 Derby Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 3/31/2022 1 1 3/21/2023 1 0 NONE N Unit 38 of 135 241-091-36, -40 241-091-36, -40 5032 Clementine Ln. Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 7/19/2022 1 1 6/26/2023 1 0 NONE N Unit 12 of 98 241-091-36, -40 241-091-36, -40 5030 Clementine Ln. Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 7/19/2022 1 1 6/26/2023 1 0 NONE N Unit 11 of 98 241-091-36, -40 241-091-36, -40 5028 Clementine Ln. Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 7/19/2022 1 1 6/26/2023 1 0 NONE N Unit 10 of 98 241-091-36, -40 241-091-36, -40 5026 Clementine Ln. Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 7/19/2022 1 1 6/26/2023 1 0 NONE N Unit 9 of 98 241-091-36, -40 241-091-36, -40 5022 Clementine Ln. Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 7/19/2022 1 1 6/26/2023 1 0 NONE N Unit 8 of 98 241-091-36, -40 241-091-36, -40 5020 Clementine Ln. Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 7/19/2022 1 1 6/26/2023 1 0 NONE N Unit 7 of 98 244-092-30 244-092-30 7102 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 10/28/2022 1 1 12/15/2023 1 0 NONE N Unit 48 of 98 244-092-30 244-092-30 7106 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 10/28/2022 1 1 12/15/2023 1 0 NONE N Unit 47 of 98 244-092-30 244-092-30 7108 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 10/28/2022 1 1 12/15/2023 1 0 NONE N Unit 46 of 98 244-092-30 244-092-30 7110 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 10/28/2022 1 1 12/15/2023 1 0 NONE N Unit 45 of 98 244-092-30 244-092-30 7112 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 10/28/2022 1 1 12/15/2023 1 0 NONE N Unit 44 of 98 244-092-30 244-092-30 7116 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 10/28/2022 1 1 12/15/2023 1 0 NONE N Unit 43 of 98 244-092-30 244-092-30 7113 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 10/28/2022 1 1 12/15/2023 1 0 NONE N Unit 42 of 98 244-092-30 244-092-30 7111 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 10/28/2022 1 1 12/15/2023 1 0 NONE N Unit 41 of 98 244-092-30 244-092-30 7109 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 10/28/2022 1 1 12/15/2023 1 0 NONE N Unit 40 of 98 244-092-30 244-092-30 7107 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 10/28/2022 1 1 12/15/2023 1 0 NONE N Unit 39 of 98 244-092-30 244-092-30 7105 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 10/28/2022 1 1 12/15/2023 1 0 NONE N Unit 38 of 98 244-092-30 244-092-30 7103 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 10/28/2022 1 1 12/15/2023 1 0 NONE N Unit 37 of 98 244-092-30 244-092-30 7002 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 5/2/2023 1 00 N Unit 36 of 98 244-092-30 244-092-30 7006 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 5/2/2023 1 00 N Unit 35 of 98 244-092-30 244-092-30 7008 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 5/2/2023 1 00 N Unit 34 of 98 244-092-30 244-092-30 7010 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 5/2/2023 1 00 N Unit 33 of 98 244-092-30 244-092-30 7012 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 5/2/2023 1 00 N Unit 32 of 98 244-092-30 244-092-30 7016 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 5/2/2023 1 00 N Unit 31 of 98 244-092-30 244-092-30 7013 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 5/2/2023 1 00 N Unit 30 of 98 244-092-30 244-092-30 7011 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 5/2/2023 1 00 N Unit 29 of 98 244-092-30 244-092-30 7009 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 5/2/2023 1 00 N Unit 28 of 98 244-092-30 244-092-30 7007 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 5/2/2023 1 00 N Unit 27 of 98 244-092-30 244-092-30 7005 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 5/2/2023 1 00 N Unit 26 of 98 244-092-30 244-092-30 7003 Citron Ln. Citrus Square-Melia TPM#19147 SFA O 1 10/25/2021 1 1 5/2/2023 1 00 N Unit 25 of 98 241-091-36, -40 241-091-36, -40 10779 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 5/16/2023 1 0 NONE N Unit 135 of 135241-091-36, -40 241-091-36, -40 10777 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 5/16/2023 1 0 NONE N Unit 134 of 135 241-091-36, -40 241-091-36, -40 10775 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 5/16/2023 1 0 NONE N Unit 133 of 135 241-091-36, -40 241-091-36, -40 10773 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 5/16/2023 1 0 NONE N Unit 132 of 135 241-091-36, -40 241-091-36, -40 10771 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 5/18/2023 1 0 NONE N Unit 131 of 135 241-091-36, -40 241-091-36, -40 10769 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 5/22/2023 1 0 NONE N Unit 130 of 135241-091-36, -40 241-091-36, -40 10767 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 5/18/2023 1 0 NONE N Unit 129 of 135 241-091-36, -40 241-091-36, -40 10765 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 5/18/2023 1 0 NONE N Unit 128 of 135 241-091-36, -40 241-091-36, -40 10763 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 5/23/2023 1 0 NONE N Unit 127 of 135 241-091-36, -40 241-091-36, -40 10761 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 5/23/2023 1 0 NONE N Unit 126 of 135241-091-36, -40 241-091-36, -40 10759 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 5/22/2023 1 0 NONE N Unit 125 of 135 241-091-36, -40 241-091-36, -40 10757 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 5/23/2023 1 0 NONE N Unit 124 of 135 241-091-36, -40 241-091-36, -40 10755 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 5/23/2023 1 0 NONE N Unit 123 of 135 241-091-36, -40 241-091-36, -40 10753 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 5/25/2023 1 0 NONE N Unit 122 of 135241-091-36, -40 241-091-36, -40 6028 Derby Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 6/13/2023 1 0 NONE N Unit 33 of 135 241-091-36, -40 241-091-36, -40 6030 Derby Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 6/13/2023 1 0 NONE N Unit 32 of 135 241-091-36, -40 241-091-36, -40 6032 Derby Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 6/14/2023 1 0 NONE N Unit 31 of 135 241-091-36, -40 241-091-36, -40 6036 Derby Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 6/15/2023 1 0 NONE N Unit 30 of 135 241-091-36, -40 241-091-36, -40 6038 Derby Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 6/14/2023 1 0 NONE N Unit 29 of 135 241-091-36, -40 241-091-36, -40 10946 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 6/7/2023 1 0 NONE N Unit 28 of 135241-091-36, -40 241-091-36, -40 10942 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 6/7/2023 1 0 NONE N Unit 27 of 135241-091-36, -40 241-091-36, -40 10940 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 6/7/2023 1 0 NONE N Unit 26 of 135241-091-36, -40 241-091-36, -40 10938 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 6/7/2023 1 0 NONE N Unit 25 of 135241-091-36, -40 241-091-36, -40 10936 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 6/8/2023 1 0 NONE N Unit 24 of 135241-091-36, -40 241-091-36, -40 10932 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 9/7/2022 1 1 6/8/2023 1 0 NONE N Unit 23 of 135 244-532-14 244-532-14 5882 Lemon Avenue Jon Udoff BS-22-2024 ADU O 1 12/22/2022 1 1 7/19/2023 1 0 0 NONE Y Rents verified by survey. Conv. Garage ADU- Attached 262-322-05 262-322-05 8641 La Salle
Street, Unit B Franklin Castillo BS-23-217 ADU R 1 2/21/2023 1 1 9/19/2023 1 0 0 NONE Y Rents verified by survey. Conv. Garage ADU- Detached 134-541-02 134-541-02 6263 Rosemary
Drive Hector Leiva BS-23-448 ADU R 1 4/5/2023 1 1 6/1/2023 1 0 0 NONE Y Rents verified by survey. Conv. Garage ADU- Attached 262-421-17 262-421-17 8781 Walker
Street, Unit 9B Armando Lopez BS-23-483 ADU R 1 4/27/2023 1 1 10/17/2023 1 0 0 NONE Y Rents verified by survey. Conv. Utility Rm ADU- Attached 262-421-17 262-421-17 8781 Walker
Street, Unit 11B Armando Lopez BS-23-483 ADU R 1 4/27/2023 1 1 10/17/2023 1 0 0 NONE Y Rents verified by survey. Conv. Utility Rm ADU- Attached 244-523-09 244-523-09 5762 Karen
Avenue Shihfen Sun BS-23-1175 ADU R 1 8/2/2023 1 1 10/17/2023 1 0 0 NONE Y Rents verified by survey. Conv. Garage ADU- Attached 262-321-22 262-321-22 8664 Sumner
Place Nicholas Noris BS-23-1186 ADU R 1 8/16/2023 1 1 10/9/2023 1 0 0 NONE Y Rents verified by survey. Conv. Garage ADU- Detached 262-353-04 262-353-04 5091 New Mexico
Lane Fady Tawaddrous BS-23-1462 ADU R 1 9/22/2023 1 1 11/20/2023 1 0 0 NONE Y Rents verified by survey. New ADU-attached 241-091-36, -40 241-091-36, -40 6026 Derby Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 3/11/2022 1 1 2/6/2023 1 0 NONE N Unit 34 of 135 241-091-36, -40 241-091-36, -40 10729 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 4/11/2023 1 1 11/20/2023 1 0 NONE N Unit 107 of 135 241-091-36, -40 241-091-36, -40 10727 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 4/11/2023 1 1 11/20/2023 1 0 NONE N Unit 106 of 135241-091-36, -40 241-091-36, -40 10725 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 4/11/2023 1 1 11/20/2023 1 0 NONE N Unit 105 of 135241-091-36, -40 241-091-36, -40 10723 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 4/11/2023 1 1 11/20/2023 1 0 NONE N Unit 104 of 135241-091-36, -40 241-091-36, -40 10721 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 4/11/2023 1 1 11/20/2023 1 0 NONE N Unit 103 of 135241-091-36, -40 241-091-36, -40 10719 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 4/11/2023 1 1 11/20/2023 1 0 NONE N Unit 102 of 135241-091-36, -40 241-091-36, -40 10717 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 4/11/2023 1 1 11/27/2023 1 0 NONE N Unit 101 of 135241-091-36, -40 241-091-36, -40 10715 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 4/11/2023 1 1 11/21/2023 1 0 NONE N Unit 100 of 135241-091-36, -40 241-091-36, -40 10713 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 4/11/2023 1 1 11/21/2023 1 0 NONE N Unit 99 of 135241-091-36, -40 241-091-36, -40 10711 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 4/11/2023 1 1 11/29/2023 1 0 NONE N Unit 98 of 135 241-091-36, -40 241-091-36, -40 10709 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 4/11/2023 1 1 11/29/2023 1 0 NONE N Unit 97 of 135241-091-36, -40 241-091-36, -40 10707 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 4/11/2023 1 1 11/29/2023 1 0 NONE N Unit 96 of 135241-091-36, -40 241-091-36, -40 10705 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 4/11/2023 1 1 11/28/2023 1 0 NONE N Unit 95 of 135241-091-36, -40 241-091-36, -40 10703 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 4/11/2023 1 1 11/28/2023 1 0 NONE N Unit 94 of 135241-091-36, -40 241-091-36, -40 10928 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 5/1/2023 1 1 12/13/2023 1 0 NONE N Unit 22 of 135241-091-36, -40 241-091-36, -40 10926 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 5/1/2023 1 1 12/13/2023 1 0 NONE N Unit 21 of 135241-091-36, -40 241-091-36, -40 10922 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 5/1/2023 1 1 12/14/2023 1 0 NONE N Unit 20 of 135241-091-36, -40 241-091-36, -40 10920 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 5/1/2023 1 1 12/14/2023 1 0 NONE N Unit 19 of 135241-091-36, -40 241-091-36, -40 10918 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 5/1/2023 1 1 12/14/2023 1 0 NONE N Unit 18 of 135241-091-36, -40 241-091-36, -40 10916 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 5/1/2023 1 1 12/14/2023 1 0 NONE N Unit 17 of 135241-091-36, -40 241-091-36, -40 10912 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 5/1/2023 1 1 12/14/2023 1 0 NONE N Unit 16 of 135 241-091-36, -40 241-091-36, -40 10910 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 5/1/2023 1 1 12/19/2023 1 0 NONE N Unit 15 of 135241-091-36, -40 241-091-36, -40 10908 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 5/1/2023 1 1 12/19/2023 1 0 NONE N Unit 14 of 135241-091-36, -40 241-091-36, -40 10906 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 5/1/2023 1 1 12/19/2023 1 0 NONE N Unit 13 of 135241-091-36, -40 241-091-36, -40 10902 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 5/1/2023 1 1 12/19/2023 1 0 NONE N Unit 12 of 135241-091-36, -40 241-091-36, -40 10900 Champions Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 5/1/2023 1 1 12/19/2023 1 0 NONE N Unit 11 of 135241-091-36, -40 241-091-36, -40 5028 Belmont Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 5/18/2023 1 0 0 NONE N Unit 79 of 135 241-091-36, -40 241-091-36, -40 5029 Belmont Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 5/18/2023 1 0 0 NONE N Unit 6 of 135 241-091-36, -40 241-091-36, -40 5015 Belmont Lane Town Center-Melia TPM#19114 SFA O 1 5/10/2021 1 1 5/18/2023 1 0 0 NONE N Unit 1 of 135 244-463-13 244-463-13 9089 Watson Street Mark Chan BS-22-1121 ADU R 1 8/11/2022 1 1 6/26/2023 1 0 0 NONE Y Rents verified by survey. New ADU-attached 262-471-10 262-471-10 5614 Vonnie Lane Jeong Cho BS-22-2017 SFD R 1 12/21/2022 1 1 5/1/2023 1 0 0 NONE Y New 2nd SFD on MFR Lot 262-471-05 262-471-05 5564 Vonnie Lane Emilton Duda BS-22-562 SFD R 1 4/6/2022 1 1 1/17/2023 1 0 0 NONE Y New 2nd SFD on MFR Lot 0 0 0
0 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 0 0 0 00 0 0
Note: "+" indicates an optional field
Housing with Financial Assistance
and/or Deed Restrictions Project Identifier Demolished/Destroyed Units Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units Density Bonus
1 Unit Types Affordability by Household Incomes - Completed Entitlement Affordability by Household Incomes - Building Permits Affordability by Household Incomes - Certificates of Occupancy 4 7 10
Jurisdiction Cypress ANNUAL ELEMENT PROGRESS REPORT
Reporting Year 2023 (Jan. 1 - Dec. 31) Housing Element Implementation Cells in grey contain auto-calculation formulas Planning Period 6th Cycle 10/15/2021 - 10/15/2029
Note: "+" indicates an optional field
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0 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 0 Jurisdiction Cypress ANNUAL ELEMENT PROGRESS REPORT
Reporting Year 2023 (Jan. 1 - Dec. 31) Housing Element Implementation Cells in grey contain auto-calculation formulas Planning Period 6th Cycle 10/15/2021 - 10/15/2029
Note: "+" indicates an optional field
0 0 0
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0 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 0 Jurisdiction Cypress ANNUAL ELEMENT PROGRESS REPORT
Reporting Year 2023 (Jan. 1 - Dec. 31) Housing Element Implementation Cells in grey contain auto-calculation formulas Planning Period 6th Cycle 10/15/2021 - 10/15/2029
Note: "+" indicates an optional field
0 0 0
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0 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 0 Jurisdiction Cypress ANNUAL ELEMENT PROGRESS REPORT
Reporting Year 2023 (Jan. 1 - Dec. 31) Housing Element Implementation Cells in grey contain auto-calculation formulas Planning Period 6th Cycle 10/15/2021 - 10/15/2029
Note: "+" indicates an optional field
0 0 0
0 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 0 0 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 0
Jurisdiction Cypress ANNUAL ELEMENT PROGRESS REPORT
Reporting Year 2023 (Jan. 1 - Dec. 31) Housing Element ImplementationPlanning Period 6th Cycle 10/15/2021 - 10/15/2029 1 Projection Period 34
RHNA Allocation by
Income Level
Projection Period -
06/30/2021-
10/14/2021
2021 2022 2023 2024 2025 2026 2027 2028 2029 Total Units to Date (all years) Total Remaining RHNA by Income Level Deed Restricted - - - - - - - - - - Non-Deed Restricted 1 1 7 8 - - - - - - Deed Restricted - - - - - - - - - -
Non-Deed Restricted - - - - - - - - - - Deed Restricted - - - - - - - - - - Non-Deed Restricted - - - 1 - - - - - - Above Moderate 1,506 1 4 408 45 - - - - - - 458 1,048
3,936
2 5 415 54 - - - - - - 476 3,460
5 67
Extremely low-Income
Need 2021 2022 2023 2024 2025 2026 2027 2028 2029 Total Units to Date Total Units Remaining 575 - - - - - - - - - - 575
VLI Deed Restricted
VLI Non Deed Restricted
657
Please note: For the last year of the 5th cycle, Table B will only include units that were permitted during the portion of the year that was in the 5th cycle. For the first year of the 6th cycle, Table B will only include units that were permitted since the start of the planning period. Projection Period units are in a separate column.

Total RHNA
Total Units
Income Level
Very LowLowExtremely Low-Income Units*
Note: units serving extremely low-income households are included in the very low-income RHNA progress and must be reported as very low-income units in section 7 of Table A2. They must also be reported in the extremely low-income category (section 13) in Table A2 to be counted as progress toward meeting the extremely low-income housing need determined pursuant to Government Code 65583(a)(1).*Extremely low-income houisng need determined pursuant to Government Code 65583(a)(1). Value in Section 5 is default value, assumed to be half of the very low-income RHNA. May be overwritten.

Progress toward extremely low-income housing need, as determined pursuant to Government Code 65583(a)(1).

Please Note: Table B does not currently contain data from Table F or Table F2 for prior years. You may login to the APR system to see Table B that contains this data.Please note: The APR form can only display data for one planning period. To view progress for a different planning period, you may login to HCD s online APR system, or contact HCD staff at [email protected].
622
17 This table is auto-populated once you enter your jurisdiction name and current year data. Past year information comes from previous APRs. 1 Moderate
1,150
657 623
Please contact HCD if your data is different than the material supplied here -
2 Table B
Regional Housing Needs Allocation Progress
Permitted Units Issued by Affordability
1,133
Jurisdiction Cypress ANNUAL ELEMENT PROGRESS REPORT
Reporting Year 2023 (Jan. 1 - Dec. 31) Housing Element ImplementationPlanning Period 6th Cycle 10/15/2021 - 10/15/2029 Date of Rezone Rezone Type
2 4 5 6 7 9 10 11
APN Street Address Project Name+
Local
Jurisdiction
Tracking ID+
Date of Rezone Very Low-Income Low-Income Moderate-Income Above Moderate- Income Rezone Type Parcel Size (Acres) General Plan Designation Zoning Minimum Density Allowed Maximum Density Allowed Realistic Capacity Vacant/Nonvacant Description of Existing Uses Note: "+" indicates an optional fieldCells in grey contain auto-calculation formulas Summary Row: Start Data Entry Below
3 8
Project Identifier RHNA Shortfall by Household Income Category Sites Description 1 Sites Identified or Rezoned to Accommodate Shortfall Housing Need and No Net-Loss Law Table C
Jurisdiction Cypress
Reporting Year 2023 (Jan. 1 - Dec. 31)
123 4
Name of Program Objective Timeframe in H.E Status of Program Implementation

1. Home Enhancement Loan Program (HELP II)
Assist low- and moderate-income homeowners with the improvement of their homes.

Annual
HELP II Loans were last funded by CDBG to provide assistance to three households during FY 2020/21. The City continues to monitor the administration of the 29 active loans funded to-date.

2. Code Enforcement Program
Bring substandard units into compliance with City codes. Ongoing The code enforcement program continues to assure residential conformity to maintenance and building standards. Funding assistance for rehabilitation is offered via Help II Loans. One curbside pick-up event per year and individual curbsite pick-ups for large items on request continue to help neighborhood maintenance efforts.

3. Orange County Partnership Program
Promote resident awareness and application for County-run housing assistance programs (i.e. Section 8 and MCC program).

Ongoing Information on County housing programs is disseminated by City staff and by advertising on the City’s website.

4. Mobile Home Park Preservation
Preserve Cypress' two mobile home parks. Ongoing
Mobile Home Park Zoning and General Plan designations are maintained in place. Mobile home replacement units & infrastructure improvements are processed as non-discretionary permits.

5. Preservation Of Affordable Housing Units At Risk Of Conversion Preserve the 220 affordable units at risk of conversion to market rate between 2021 and 2031.

Ongoing Annual written notice is provided to property owners to ensure they are aware of new State tenant notification requirements.

6. Replacement Of Existing Protected Units During Site Redevelopment Preserve affordable housing stock by requiring replacement of protected units as part of redevelopment.

Ongoing
During the previous reporting period, the City adopted a No Net Loss Policy. All proposed development projects are evaluated to ensure compliance with the replacement provisions.

7. Alternative Housing Models
Encourage the provision of more innovative housing types that may be suitable for the community, including community care facilities, supportive housing, and assisted living for seniors and the disabled, including developmentally disabled persons.

Ongoing
During the previous reporting period, the City amended the zoning ordinance to update provisions for ADUs, Density Bonuses, and reasonable accomodations for disabled persons.

8. Affordable Housing Development Assistance
Facilitate affordable housing development by for-profit and non-profit housing developers/ corporations.

Ongoing
The City actively pursues securing long term affordability covenants on projects in exchange for increased density. During the reporting period, an 8-unit apartment project with 2 covenanted affordable housing units was approved. Also, the senior housing project approved in 2021 with 50 affordable senior housing units is under construction.

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.

Table D
Program Implementation Status pursuant to GC Section 65583

9. Accessory Dwelling
Units
Allow and promote ADU development which can serve as a valuable housing source for seniors, students, and other small households.

Ongoing Cypress currently allows accessory dwelling units (ADU's) by right in appropriate residential zones pursuant to State law.

10. Sustainability and Green Building
Review ordinances and recommend changes where necessary to encourage energy-efficient housing design and practices that are consistent with State regulations. Encourage energy conservation devices for all new and existing residential projects.

Ongoing
The building code incorporates extensive energy efficiency provisions. During the reporting period, the City issued many EV charging permits and solar panel permits.

11. Services for Individuals and Families Experiencing Homelessness Provide services to individuals/families experiencing homelessness including social services and referrals to emergency housing and other resources.

Ongoing
Appropriated annual funding for the Buena Park and Placentia Navigation Centers in conjunction with other North Orange County Service Planning Area cities and refer individuals to the shelters as necessary.

12. Residential and MixedUse Sites Inventory Ensure the provision of adequate and appropriate sites for future housing development. Ongoing Continue to maintain an up-to-date sites inventory and provide this information to interested developers in conjunction with information on available development incentives. The City has begun the process for rezoning identified parcels in the sites inventory, with adoption expected in early 2025.

13. Lot Consolidation Program
Establish a lot consolidation program which offers incentives such as a reduction in development standards to mer ge adjacent lots.

Ongoing
The City has begun the process for amending the Lincoln Avenue Specific Plan to provide clearer provisions and incentives related to lot consolidation, with adoption expected in early 2025.

14. By Right Approval of Projects with 20% Affordable Units on “Reuse” and Shortfall Sites Further incentivize affordable housing development on “reuse” and shortfall sites.

Ongoing
Completed Zoning Ordinance amendment to allow by right development of projects with 20% affordable units on sites that were identified in previously planning cycles and sites identified to meet the RHNA shortfall for lower income units.

15. Remove Development Constraints
Identify and remove development standards and other regulations that may constrain the development of affordable and market rate housin g.

Ongoing
Completed Zoning Ordinance amendments related to emergency shelters in November 2021. Completed Zoning Ordinance amendment to provide objective design standards and modified multi-family residential parking standards.

16. Affordable Housing Density Bonus
Facilitate the development of mixedincome housing projects by offering densit y and other incentives.

Ongoing
Amended the Zoning Ordinance in May 2022 and 2023 to comply with state density bonus law. Continued to advertise and administer the City’s updated densit y bonus
provisions throu
ghout the
plannin
g
period.

17. Efficient Project Processing
Provide efficient development processing procedures. Ongoing Amended the Zoning Ordinance in 2023 to offer streamline development processing for affordable housing developments. The City established and implemented a streamlined, ministerial review process for multi-family projects qualifying under SB 35, develop objective design standards in compliance with SB 330, removed the CUP requirement for multifamily projects with four or more units in the RM-15 and RM-20 zones and replaced it with a streamlined site plan review process.

18. Water and Sewer Service Providers
Ensure that service providers are updated on long-term planning activities in the Cit y.

Ongoing
Delivered a copy of the 2021-2029 Housing Element to all public agencies or private entities that provide water or sewer services to properties within Cypress.

19. Reasonable Accommodations
Ensure that measures are in place to accommodate the unique housing needs of persons with disabilities.

Ongoing Amended the Zoning Ordinance in May 2022 to establish formal reasonable accommodation provisions and procedures.

20. Affirmatively
Furthering Fair Housing
Promote housing opportunities for all people and segments of the community. Ongoing Continue to administer all programs and activities related to housing and community development in a manner which affirmatively furthers fair housing in compliance with Government Code Section 8899.50(b). The City also provides contact information to the public for the Fair Housing Council of Orange County and their services related to rental dispute resolution.

General Comments
Jurisdiction Cypress ANNUAL ELEMENT PROGRESS REPORT
Reporting Period 2023 (Jan. 1 - Dec. 31) Housing Element ImplementationPlanning Period 6th Cycle 10/15/2021 - 10/15/2029 Description of Commercial
Development Bonus
Commercial Development Bonus
Date Approved
34 APN Street Address Project Name+ Local Jurisdiction Tracking ID+ Very Low Income Low Income Moderate Income Above Moderate Income Description of Commercial Development Bonus Commercial Development Bonus Date Approved Summary Row: Start Data Entry Below
Units Constructed as Part of Agreement
Commercial Development Bonus Approved pursuant to GC Section 65915.7 Table E
Note: "+" indicates an optional field
Project Identifier
1 2
Cells in grey contain auto-calculation formulas
(CCR Title 25 §6202)
Annual Progress Report January 2020
Annual Progress Report January 2020
Annual Progress Report January 2020
Jurisdiction Cypress ANNUAL ELEMENT PROGRESS REPORT Note: "+" indicates an optional field Reporting Period 2023 (Jan. 1 - Dec. 31) Housing Element Implementation Cells in grey contain auto-calculation formulasPlanning Period 6th Cycle 10/15/2021 - 10/15/2029 The description should adequately document how each unit complies with subsection (c) of Government Code Section 65583.1+.

For detailed reporting requirements, see the chcklist here:

Extremely LowIncome+ Very Low-Income+ Low-Income+ TOTAL UNITS+ Extremely Low- Income+ Very Low- Income+ Low-Income+ TOTAL UNITS+ https://www.hcd.ca.gov/community‐ development/docs/adequate‐sites‐checklist.pdf Rehabilitation ActivityPreservation of Units At-RiskAcquisition of UnitsMobilehome Park PreservationTotal Units by Income Table F
Please note this table is optional: The jurisdiction can use this table to report units that have been substantially rehabilitated, converted from non-affordable to affordable by acquisition, and preserved, including mobilehome park preservation, consistent with the standards set forth in Government Code section 65583.1, subdivision (c). Please note, motel, hotel, hostel rooms or other structures that are converted from non-residential to residential units pursuant to Government Code section 65583.1(c)(1)(D) are considered net-new housing units and must be reported in Table A2 and not reported in Table F.

Activity Type
Units that Do Not Count Towards RHNA+
Listed for Informational Purposes Only
Units that Count Towards RHNA +
Note - Because the statutory requirements severely limit what can be counted, please contact HCD at [email protected] and we will unlock the form which enable you to populate these fields.

Units Rehabilitated, Preserved and Acquired for Alternative Adequate Sites pursuant to Government Code section 65583.1(c) Annual Progress Report January 2020
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 8.

FROM: Alicia Velasco, Planning Director
DATE: 03/25/2024
SUBJECT: Approve the Education, Outreach, and Communications Program for the Housing Element Implementation Ballot Measure

RECOMMENDATION
Approve the education, outreach, and communications program for the Housing Element implementation ballot measure.

DISCUSSION
As part of the State-mandated Housing Element, the City Council allocated housing density across the Lincoln Avenue Specific Plan (LASP) and the Cypress Town Center and Commons Specific Plan 2.0 (CTCC). The allocation within the CTCC requires voter approval.

On January 8, the City Council approved an agreement with TeamCivX to provide ballot measure education and community outreach to ensure voters are well-informed. The City is committed to a comprehensive public information effort in the coming months to ensure residents understand the impact of the measure and any questions the community might have. The public information effort will take place online, in the mailbox, and in-person.

Outreach Timeframe
Update City website Mid - April
Informational video Mid - April
Digital advertising May - June
Citywide informational mailer Late April
Community meetings May
Second Citywide informational mailer Late May
By law, the City’s role is to inform the voters, not advocate for a ballot measure. The outreach program will wrap-up in July, when it is anticipated the City Council will consider placing the measure on the ballot. Once the measure is on the ballot, the City will provide information on the website, but other outreach activities will cease.

BUDGET IMPACT
The majority of the education, communication, and outreach program is included within the $104,000 TeamCivX contract. However, additional costs are necessary to support TeamCivX's efforts, including video production, mailers, and advertising meetings. Funding is available in the Housing Element implementation budget.

LEGAL REVIEW
None required.

APPROVED BY: Peter Grant, City Manager
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 9.

FROM: Alicia Velasco, Planning Director
DATE: 03/25/2024
SUBJECT: Approve a Task Order for an Environmental Impact Report for a Vesting Tentative Tract Map at Los Alamitos Race Course

RECOMMENDATION
Approve a task order with LSA for the preparation of an Environmental Impact Report for $212,000 and a contingency of $21,000.

DISCUSSION
Los Alamitos Race Course (LARC) applied for a Vesting Tentative Tract map to subdivide its property. The application proposes to divide the 152-acre property into 18 parcels, with two parcels transferred to Seacoast Grace Church upon completion. No demolition or construction is proposed. The property is located in the Cypress Town Center and Commons Specific Plan. The subdivision is consistent with the Specific Plan.

An Environmental Impact Report (EIR) is required to analyze the project for any potential environmental impacts and to determine applicable mitigation measures that could be included as conditions of approval. It is anticipated the entitlement application(s) and the EIR will be presented to the City Council in early 2025.

LSA is one of the City’s on-call planning firms and has extensive experience in preparing this type of analysis; therefore, it is recommended LSA prepare the EIR. The City will manage LSA’s work while the applicant reimburses the City for the cost of LSA's work.

BUDGET IMPACT
The applicant is required to deposit the cost of the EIR with the City before the study is initiated. Any remaining deposit will be refunded to the applicant when the EIR is complete.

The applicant is also required to pay project application fees which offset City costs to administer and manage the EIR.

LEGAL REVIEW
None required.

None required.

APPROVED BY: Peter Grant, City Manager
Attachments
LSA Task Order
LSA is a business name of LSA Associates, Inc.

CARLSBAD
CLOVIS
IRVINE

LOS ANGELES

PALM SPRINGS

POINT RICHMOND

RIVERSIDE

ROSEVILLE

SAN LUIS OBISPO
3210 El Camino Real, Suite 100, Irvine, California 92602 949.553.0666 www.lsa.net February 20, 2024
Alicia Velasco
Director of Planning/Community Development
City of Cypress
5275 Orange Avenue
Cypress, CA 90630
Subject: Proposal to Prepare an EIR for the Proposed Los Alamitos Race Course Tentative Tract Map Project in Cypress, California
Dear Ms. Velasco:

LSA is pleased to submit this proposal for the preparation of an Environmental Impact Report (EIR) for the proposed Los Alamitos Race Course (LARC) Development Project (proposed project) in Cypress, California, under its existing on-call contract with the City. As you know, LSA has extensive experience working with the City of Cypress (City), including ongoing involvement in the implementation of the City’s 2021–2029 Housing Element, which includes increasing the allowable residential development capacity within portions of the LARC property. LSA will be able to effectively leverage its experience to complete the EIR quickly and efficiently.

LSA's preliminary review indicates that an EIR may be appropriate for environmental clearance of the proposed project. In addition to preparing the Program EIR in support of the proposed Housing Element rezoning, LSA has previously prepared technical analysis and environmental documentation for several nearby projects, including the 9-Acre Sports Park (Lexington Park) and Cypress Town Center (Melia Homes’ Belmont Project). The environmental impact analysis in the EIR will evaluate impacts associated with the proposed project and will identify appropriate mitigation measures necessary to avoid or reduce significant environmental impacts.

I will serve as the Principal in Charge for this project, and Steve Letterly will serve as the Project Manager.

Mr. Bensley and Mr. Letterly both have a solid working relationship with City staff. Together, we will provide the City with a professional approach, prompt service, and a high-quality product that will meet the requirements of CEQA and the California Environmental Quality Act (CEQA) Guidelines. LSA can assure you that it will respond to any relevant issues or concerns that may arise, present options consistent with your goals, and preserve the priorities you have established.

Thank you for this opportunity to submit this proposal. LSA looks forward to working with the City again.

Should you require further information or have any questions regarding the enclosed material, please contact Mr. Bensley at (949) 553-0666 or by email at [email protected].

Sincerely,
LSA Associates, Inc.

Ryan Bensley
Principal
Attachment: Proposal: LSA’s Work Program for the Preparation of an EIR for the Proposed Los Alamitos Race Course Tentative Tract Map Project
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P ROPOSED LARC T ENTATIVE T RACT MAP

PROPOSED LOS ALAMITOS RACE COURSE TENTATIVE TRACT MAP PROJECT

PROJECT UNDERSTANDING
It is LSA’s understanding that the Los Alamitos Race Course ownership (Applicant) has submitted a tentative tract map to the City of Cypress (City) that would allow for the subdivision of the Los Alamitos Race Course (LARC). The tentative tract map proposes to provide public access to the interior of the LARC superblock by creating a north-south public road connection from Moody Street to Siboney and extending Vessels Circle westward to meet the new Moody/Siboney roadway connection. The area that would be the subject of the tentative tract map (project site) generally includes the approximately 150-acre property that includes LARC and its associated horse barns and surface parking lots as well as some vacant land that is currently used for maintenance and operations activities. The proposed tentative tract map would allow for the future development of the area described in the Cypress Town Center and Commons Specific Plan 2.0 (Specific Plan), which was approved by Cypress voters in June 2018.

The Specific Plan established a comprehensive master plan and regulatory framework for the use and development of the project site. The proposed Environmental Impact Report (EIR) would analyze the buildout of the Specific Plan consistent with a proposed tract map that would account for future development needs. The tract map would allow for the development of up to 1,115 residential units, the remaining buildout capacity allowed under the Specific Plan. The proposed project would also modify the development plan proposed in the Specific Plan and divide the project site into lots as shown in Tentative Tract Map No. 19247, which will allow for future development to move forward on the project site.

SCOPE OF SERVICES
Based on the above understanding of the proposed project and review of previous project and publicly available supporting documentation, LSA has prepared a pragmatic work program for completion of an EIR for the proposed project.

Task 1.0: Project Initiation and Project Description
Task 1.1: Project Kick-Off Meeting
During project initiation, LSA will hold a kick-off meeting with City staff and the Applicant’s team to discuss the current status of the proposed project and any changes that have occurred since development of this Scope of Work. LSA will participate in a kick-off meeting to initiate the project that will:
• Establish protocols for product review, communication, and coordination with the City and Applicant.
• Confirm the City’s preferred format and structure for the EIR. 2 P ROPOSAL TO P REPARE AN EIR
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\\aznasunifiler1\marketing\01-Proposals\01-Proposals by Year\2024\03 - Irvine\CCP2201.05P0 Cypress LARC EIR\LARC Proposal_Draft_021924.docx (02/19/24) • Establish a mutual understanding of the environmental documentation objectives and key issues and explore community and City concerns regarding the project. • Obtain relevant and available project description information. • Identify and confirm the required discretionary actions for the proposed project.

Task 1.2: Project Description
Based on information provided by the City and Applicant, LSA will prepare a Project Description defining the proposed project to be evaluated in the EIR. LSA will use the Project Description to determine the potential environmental effects of implementation of the proposed project and to identify appropriate mitigation measures, if necessary. The Project Description is the core element of the EIR and related technical analyses; any substantial changes to the Project Description may result in a change to the scope and budget.

LSA will submit the draft Project Description to the City and Applicant for review and comment. For the purposes of this scope and budget, LSA will respond to one round of comments each from the City and Applicant and will update the Project Description, as necessary. This scope and budget assumes one set of nonconflicting, consolidated comments from the City and the Applicant. The overall schedule and budget are based on the assumption that the Project Description will be finalized during the project initiation task and that substantive changes to the Project Description will not be made later in the process.

Task 2.0: Technical Analyses
LSA is proposing to prepare the following project-specific technical analyses to address impacts associated with implementation the proposed project. Electronic copies of draft analyses will be submitted to the City and Applicant for review. Following one set of consolidated nonconflicting comments from the City and Applicant, LSA will revise and finalize each report. Should project plans and/or the Project Description change after the impact analysis has been conducted, and/or if additional rounds of comments or additional coordination is required, a budget augment will be necessary to complete the additional work.

Task 2.1: Air Quality, Greenhouse Gas Emissions, and Energy Air Quality. The proposed project would generate construction emissions and new vehicle trips in the vicinity of the project site. This increase could contribute to existing air pollution and has the potential to exceed regional air emission thresholds established by the City of Cypress and the South Coast Air Quality Management District (SCAQMD). Following the SCAQMD’s 1993 CEQA Air Quality Analysis Handbook, LSA will identify existing air quality conditions and potential air quality impacts resulting from the proposed project by undertaking the following subtasks when it prepares the Air Quality section of the EIR:
• Define Setting and Baseline. This task will be completed using meteorological and air quality data developed through the California Air Resources Board (CARB) and climatological and air quality profile data gathered by the SCAQMD. LSA will review and utilize information included in recent environmental documents covering the project site for the setting section of the EIR. 3 P ROPOSAL TO P REPARE AN EIR
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\\aznasunifiler1\marketing\01-Proposals\01-Proposals by Year\2024\03 - Irvine\CCP2201.05P0 Cypress LARC EIR\LARC Proposal_Draft_021924.docx (02/19/24) • Describe Sensitive Receptors. The setting section of the EIR will include a brief overview of the nature and location of existing sensitive receptors within the vicinity of the project site, including residents, schools, and hospitals.
• Determine the Project's Consistency with Adopted Plans. LSA will review adopted plans related to clean air in the State of California, the SCAQMD, and the City of Cypress and determine the project's consistency with these plans.
• Assess Project Construction Emissions. Construction activities associated with the proposed project would generate increased particulate emissions associated with demolition, site preparation, grading, soil hauling, and other construction activities on the project site.

Construction equipment exhaust would also be a source of air pollution. LSA will calculate the regional construction emissions using the California Emissions Estimator Model version 2022.1 (CalEEMod).
• Assess Project Operation-Period Air Quality Impacts. The project would generate new vehicular trips within the region. Regional emissions of criteria air pollutants associated with long-term operations from vehicle trips will be calculated with CalEEMod. In addition, emissions associated with stationary sources, such as on-site energy consumption and landscaping equipment will be estimated.
• Localized Significance Thresholds (LSTs) Analysis. Localized impacts of nitrogen oxides (NOx), carbon monoxide (CO), particulate matter less than 10 microns in size (PM10), and particulate matter less than 2.5 microns in size (PM2.5) will be evaluated consistent with the methodology established by the SCAQMD.
• Identify Mitigation Measures. LSA will identify practical mitigation measures to address any significant project or cumulative impacts. Mitigation measures designed to reduce the project's short-term construction and long-term air quality impacts will be identified. Mitigation measures established by the SCAQMD for dust suppression will be identified to reduce construction impacts. Both an evaluation of the potential mitigation measures and a discussion of their effectiveness will be provided.

Greenhouse Gas Emissions. Typically, an individual project does not generate sufficient greenhouse gas emissions to influence global climate change significantly on its own; therefore, the issue of global climate change is cumulative in nature. However, implementation of the project, through construction and operational activities, would generate greenhouse gas emissions that would cumulatively contribute to global climate change. LSA will prepare the Greenhouse Gas Emissions section of the EIR, which will include a technical analysis evaluating the impacts of project-related greenhouse gas emissions. LSA will conduct the following tasks as part of this analysis:
• Describe Existing Environmental Setting. LSA will summarize up-to-date information related to global climate change, along with the climate/meteorology conditions in the planning area, and the State and regional setting.
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\\aznasunifiler1\marketing\01-Proposals\01-Proposals by Year\2024\03 - Irvine\CCP2201.05P0 Cypress LARC EIR\LARC Proposal_Draft_021924.docx (02/19/24) • Describe the Existing Regulatory Framework. The existing regulatory framework for global climate change will be described, including applicable federal, State, and local policies, regulations, and programs (particularly regulations/guidelines that apply to CEQA review). • Assess Project Greenhouse Gas Emissions. LSA will provide a quantitative assessment of greenhouse gas emissions associated with all relevant sources related to the project, including construction activities, new vehicle trips, energy consumption, water usage, and solid waste generation and disposal using CalEEMod.
• Determine the Project's Consistency with Adopted Plans. LSA will also provide a qualitative assessment of the proposed project’s consistency with relevant greenhouse gas emission reduction plans and regulations.
• Identify Mitigation Measures. LSA will identify, where necessary, practical mitigation measures to address any significant project or cumulative impacts. Mitigation measures designed to reduce the project’s short-term construction and long-term air quality impacts to the extent feasible will be identified. Both an evaluation of the potential mitigation measures and a discussion of their effectiveness will be provided.

Energy. The implementation of the proposed project would increase the demand for energy consumption during both construction and operation of the project, including diesel fuel use for construction off-road equipment, diesel and gasoline fuel use for construction on-road vehicles, diesel and gasoline fuel use from vehicle trips generated by the project, operational natural gas usage, and operational electricity consumption. Therefore, LSA will prepare an energy analysis to evaluate the energy use for construction and operation associated with the implementation of the proposed project, which will be included as a section of the EIR. Supporting technical analysis, such as modeling output, will be included as an appendix to the EIR. LSA will conduct the following tasks as part of this analysis:
• Analyze Short-term Construction Energy Use. LSA will estimate construction-period energy usage associated with diesel fuel use for construction off-road equipment and diesel and gasoline fuel use for construction on-road vehicles, using the results of CalEEMod and fuel consumption provided in CARB’s EMFAC2021 model.
• Analyze Long-term Operational Energy Use. Once operational, energy use associated with the proposed project would result from natural gas use, electricity consumption, and fuel used for vehicle trips. Fuel use associated with vehicle trips will be calculated based on the trip generation rates identified in the project’s trip generation estimates and vehicle fuel consumption provided in EMFAC2021. Energy data estimated using the CalEEMod model will be reported.
• Determine Project's Consistency with Energy Efficiency Standards. The analysis will also address the project’s compliance with applicable energy efficiency standards and will cross reference the discussion provided in the greenhouse gas (GHG) emissions discussion, as necessary. For purposes of this analysis, impacts to energy resources will be considered to be significant if the project would result in the wasteful, inefficient, or unnecessary consumption of fuel or energy.
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\\aznasunifiler1\marketing\01-Proposals\01-Proposals by Year\2024\03 - Irvine\CCP2201.05P0 Cypress LARC EIR\LARC Proposal_Draft_021924.docx (02/19/24) Task 2.2: Biological Resources
LSA will conduct a literature review to identify sensitive species known or reported to occur within the project site and surrounding area. The literature review will include the California Natural Diversity Data Base (CNDDB), the United State Fish and Wildlife Service Information, Planning, and Consultation System (USFWS IPaC), and the California Native Plant Society (CNPS) Electronic Inventory. A general on-site survey will be conducted by an LSA biologist familiar with the habitats and sensitive resources of the region. LSA will then prepare a report including a summary of the results of the literature review and field survey. The report will include the following:
• A summary of survey methodology and results, figures and maps showing the project site location and vicinity, a list of species observed during the site visit, and a discussion of plant communities and mapped soils on the project site.
• An assessment of potential habitat value for sensitive species, including a bat habitat assessment that will identify potential roosting opportunities in trees and man-made structures, and identification of any additional focused species surveys that may be necessary. • The identification of areas that may potentially be considered jurisdictional wetlands, waters of the U.S. or streambeds, as defined by the U.S. Army Corps of Engineers (USACE) and the California Department of Fish and Wildlife (CDFW). (A formal delineation of jurisdictional areas is not included in this task.)
• A discussion of direct, indirect, and cumulative impacts of the proposed project to sensitive biological resources.
• Graphics as needed to show project relationship to designated critical habitat areas and locations of any potential sensitive species habitat or sensitive natural communities on the project site.

Task 2.3 Jurisdictional Delineation and Reporting (Conditional Task) Should potential jurisdictional features be identified, LSA will inform the City prior to conducting the following jurisdictional delineation process, which consists of a three-parameter delineation conducted according to the Interim Regional Supplement to the Corps of Engineers Wetland Delineation Manual: Arid West Region and the 1987 Corps Wetland Delineation Manual to delineate the jurisdictional limits of non-wetland waters of the United States following the procedures set forth in 33 Code of Federal Regulations 328.3(e). LSA anticipates that a routine delineation (as defined by the United States Army Corps of Engineers [USACE]) that is tailored to the site characteristics will be adequate. The delineation should also consider any additional information needs based on the State’s Wetland Definition and Procedures for Discharges of Dredged or Fill Material to Waters of the State as administered by the Regional Water Quality Control Board (RWQCB). Further, the extent of any streambed and associated riparian areas subject to review by the CDFW under Section 1602 of the California Fish and Game Code will be determined. It is anticipated that one site visit will be required as part of this task. The results of the draft jurisdictional delineation will require verification and approval by the USACE, the RWQCB, and the CDFW.
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\\aznasunifiler1\marketing\01-Proposals\01-Proposals by Year\2024\03 - Irvine\CCP2201.05P0 Cypress LARC EIR\LARC Proposal_Draft_021924.docx (02/19/24) A request for an approved Jurisdictional Determination from the USACE is included in the scope of work. LSA assumes that one site visit and one virtual meeting for USACE verification of the determination will be required. The scope for this task does not include any substantial new data requests by the USACE, the RWQCB, or the CDFW. In the unlikely event that the resource agencies make such requests, LSA can provide a budget augment.

The CDFW typically does not verify jurisdictional determinations until a Notification of Streambed Alteration is submitted as part of the permitting process, which is not included in this scope of work.

An informal verification of the jurisdictional delineation will be requested as part of the project coordination with the CDFW, but verification may not be obtained.

LSA will prepare a technical report presenting the results of the jurisdictional delineation. The report will be suitable for submittal to the involved agencies for purposes of permit application and for inclusion as a technical appendix. Accordingly, the report will identify and quantify jurisdictional areas and features, including a breakdown of wetlands and non-wetland waters of the United States, waters of the State, and CDFW jurisdictional areas. The report will also identify features as earthen or concrete. An estimate of permanent and temporary impacts (as well as earthen versus concrete) resulting from the discharge of fill material into jurisdictional areas will not be included in this delineation report but will be provided upon request.

Task 2.4: Cultural Resources
An LSA architectural historian will prepare an addendum to the Historic Resources Assessment report for the LARC property, which was prepared by LSA in conjunction with the 2021–2029 Housing Element Implementation Program EIR. The addendum will address potential project impacts to LARC resulting from the proposed tentative tract map. The addendum, which will be in the form of a letter report, will consist of the following: a summary of the previous historic resource evaluation of the LARC, a detailed project description based on information provided by the Applicant, an analysis of the proposed project’s potential impacts on LARC using the Secretary of the Interior’s Standards for the Treatment of Historic Properties as appropriate, and recommendations for mitigation measures if appropriate.

This scope stipulates that the proposed project involves demolition of LARC’s character-defining features. If the project changes to include adaptive reuse of these features, scope and budget augments will be required.

Task 2.5: Native American Consultation per Assembly Bill 52 (Gatto) As required under CEQA, specifically Public Resources Code Section 21080.3.1 and Chapter 532 Statutes of 2014 (i.e., Assembly Bill [AB] 52), Native American consultation is required for any CEQA project that has a notice of preparation, or a notice of negative declaration or mitigated negative declaration filed on or after July 1, 2015. This is a government-to-government process between the CEQA Lead Agency, and the Native American tribe(s) that request consultation.

At the City’s direction, LSA may provide the following assistance with AB 52 consultation: obtain the results of a Sacred Lands File (SLF) search and list of Native American tribes and representatives designated for consultation from the Native American Heritage Commission (NAHC), either send 7 P ROPOSAL TO P REPARE AN EIR
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\\aznasunifiler1\marketing\01-Proposals\01-Proposals by Year\2024\03 - Irvine\CCP2201.05P0 Cypress LARC EIR\LARC Proposal_Draft_021924.docx (02/19/24) notification letters on the City’s behalf to each designated tribe/representative regarding the project or provide the letters in draft form for the City’s use, and compile an administrative record of the results of initial notification. LSA assumes that the government-to-government consultation with the tribes/Native American representatives regarding cultural resources, Tribal Cultural Resources (TCRs), Traditional Cultural Properties (TCPs), or any project-related tribal cultural heritage concerns will be conducted entirely by the City.

Task 2.6: Noise and Vibration
LSA will prepare a Noise and Vibration Impact Analysis that quantifies existing ambient noise levels in the area, summarizes applicable regulatory criteria, assesses the potential for future noise impacts, and identifies noise reduction measures to avoid or minimize noise impacts. The Noise Impact Analysis, which will be included in the Noise section of the EIR, will be completed by undertaking the following subtasks.
• Describe the existing regulatory framework. Applicable State and City noise criteria for the project site will be identified. Noise standards, including General Plan noise policies and Noise Ordinances, will be discussed. LSA will also provide a summary of the fundamentals of noise and vibration. Noise level standards for the proposed land uses will be identified. • Characterize existing noise environment. Based on the project site’s location, the dominant noise source in the project site would be traffic noise on adjacent roadways, surrounding commercial and industrial operations, and Joint Forces Training Base (JFTB) Los Alamitos operations. LSA will conduct up to three (3) long-term noise measurements with a minimum duration of 24 hours at the project site and within the surrounding area. These measurements will help identify the existing noise levels and help to calibrate the modeling of future noise level impacts.
• Assess short-term construction noise impacts. Noise levels generated from project construction will be evaluated based on a standard equipment list, the average distances to existing adjacent off-site uses, the equipment power type (gasoline or diesel engine), the load factor, and the percentage of time in use. The Federal Highway Administration (FHWA) recommended equipment noise emission levels will be used to describe construction noise levels in terms of maximum instantaneous noise levels (Lmax) and hourly equivalent continuous sound levels (Leq).

Potential construction noise impacts will be assessed based on the City’s Municipal Code. • Assess short-term construction vibration impacts. Vibration levels generated from project construction will be evaluated based on standard equipment expected to be used and reference distances to existing adjacent off-site structures. The Federal Transit Administration (FTA)- recommended equipment vibration levels will be used to describe construction vibration levels in terms of the peak particle velocity (PPV, measured in inches per second [in/sec]) for potential building damage and vibration velocity decibels (VdB) for potential human annoyance. Potential construction vibration impacts will be assessed based on the sensitivity of the area directly adjacent to the project site and the FTA recommendations. • Calculate project and cumulative noise impacts. Based on the estimated increase in vehicle trips, LSA will evaluate noise impacts from project-related and cumulative vehicular trips using 8 P ROPOSAL TO P REPARE AN EIR
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\\aznasunifiler1\marketing\01-Proposals\01-Proposals by Year\2024\03 - Irvine\CCP2201.05P0 Cypress LARC EIR\LARC Proposal_Draft_021924.docx (02/19/24) the FHWA noise modeling program. Model input data will include average daily traffic levels, day/night percentages of autos, medium and heavy trucks, vehicle speeds, ground attenuation factors, and roadway widths. Projected future noise levels along selected roadway and highway segments will be provided in a table format to show the relationship between vehicle-related noise and distance from the roadway.
• Assess long-term operational noise impacts. In addition to analyzing project-related traffic noise impacts, LSA will qualitatively assess noise impacts associated with project-related stationary source noise, such as loading and unloading activities, parking lot activities, and heating, ventilation, and air conditioning (HVAC) equipment. • Assess land use compatibility. LSA will compare the existing noise environment to land use compatibility standards for the proposed land use designations. The compatibility assessment will include recommendations for noise reduction measures, as necessary, to achieve compliance with adopted policies and standards. Noise levels with implementation of the measures will also be provided.
• Identify noise reduction measures. If necessary, LSA will identify practical measures to address any potential project-level or cumulative-level noise impacts. Any measures necessary to reduce the project’s short-term construction and/or long-term impacts to acceptable noise levels will also be identified. Both an evaluation of the potential measures and a discussion of their effectiveness will be provided.

Task 2.7: Transportation Impact Analysis and Vehicle Miles Traveled Memorandum LSA will peer review the Transportation Impact Analysis (TIA) and Vehicle Miles Traveled (VMT) Analysis prepared for the proposed project to determine whether they are satisfactory for summarization in the EIR. LSA’s peer review will confirm that the TIA and VMT Analysis conform to the traffic analysis requirements of the City of Cypress, the County of Orange, and the applicable provisions of CEQA. LSA will also confirm that the TIA and VMT Analysis are prepared using accepted transportation planning and traffic engineering methodologies and procedures.

LSA will prepare a memorandum documenting the results of the peer review, including any comments. An electronic copy of the memorandum will be submitted to the City. LSA will complete one follow-up review of the revised technical report to ensure that the initial set of peer review comments were adequately addressed.

Task 3.0: Draft Environmental Impact Report (CEQA Compliance) Task 3.1: Notice of Preparation (NOP) and Scoping Process Subtask 3.1.1: Prepare and Distribute Notice of Preparation. LSA will prepare an NOP per Section 15082 of the State CEQA Guidelines. The NOP will include a brief Project Description, a site map, the topics to be evaluated in the EIR, probable environmental effects of the proposed project, and the process for completing the EIR. It will also provide notice of a public scoping meeting to present the proposed project to the public. LSA will submit the NOP to the City for review and signature. 9 P ROPOSAL TO P REPARE AN EIR
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\\aznasunifiler1\marketing\01-Proposals\01-Proposals by Year\2024\03 - Irvine\CCP2201.05P0 Cypress LARC EIR\LARC Proposal_Draft_021924.docx (02/19/24) Once finalized, the NOP will be prepared for distribution. This Scope of Work assumes the City will provide its distribution list and the radius distribution list for private addresses (i.e., neighbors).

Using the City’s distribution list, LSA will identify responsible, State, trustee agencies, and/or other interested parties and members of the public who should receive the NOP. LSA will provide the mailing list to the City for review and approval.

LSA will file the NOP with the Orange County Clerk-Recorder. The City will be responsible for posting the NOP on the City’s website and for making arrangements to have the NOP published in local newspapers or posted in the vicinity of the project site in compliance with relevant sections of the Government Code. LSA will provide the City with the NOP as a PDF for posting.

LSA will distribute/mail the NOP to persons/agencies/organizations on the City’s mailing list and radius distribution list. LSA will prepare up to 30 hard copies of the NOP for distribution to the City and responsible agencies. LSA will provide the City with delivery confirmation of each copy of the NOP that is distributed.

LSA will also submit electronic copies of the NOP and Notice of Completion (NOC) form to the State Clearinghouse CEQA Portal for distribution to State agencies (the City has already provided authorization for LSA to submit documents to the CEQA Portal on its behalf). As of November 2, 2020, the State Clearinghouse no longer expects any form of paper copy submissions for CEQA documents.

Subtask 3.1.2: Early Consultation (Scoping). LSA will assist the City in coordinating one public scoping meeting. LSA will prepare a presentation and provide CEQA-related display boards (a maximum of four). The purpose of the meeting will be to collect information on environmental issues prior to initiating the environmental review. At the open house, attendees will be invited to submit comment to City staff; no verbal comments will be taken at the meeting and no video recording or streaming comments will be taken.

Subsequent to closure of the 30-day NOP review period, LSA will review all comments received during the NOP review period, including comments received at the scoping meeting, and will prepare a summary scoping report. LSA will identify any new issues that are applicable for incorporation into the EIR, recommend any needed changes to the proposed Scope of Work, and ensure that all submitted concerns are adequately covered by the EIR. The scoping report and public comments will be included as an appendix of the Draft EIR. The scoping summary report will be provided to the City for review and approval.

Task 3.2: Draft EIR
Subtask 3.2.1: Preparation of the Administrative Draft EIR. LSA will prepare an Administrative Draft EIR for review by the City and Applicant in accordance with the requirements of CEQA and the State CEQA Guidelines. The Administrative Draft EIR will reflect CEQA requirements along with any requirements of regulatory and responsible agencies as determined by comments received during the scoping meeting or through the NOP process. The EIR will rely on technical analyses/reports completed for the proposed project. The EIR will also address all of the threshold questions included in Appendix G of the State CEQA Guidelines. It should be noted that LSA’s recent work on the 10 P ROPOSAL TO P REPARE AN EIR
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\\aznasunifiler1\marketing\01-Proposals\01-Proposals by Year\2024\03 - Irvine\CCP2201.05P0 Cypress LARC EIR\LARC Proposal_Draft_021924.docx (02/19/24) Program EIR for the Housing Element Implementation Project should allow the firm to capture some efficiencies in the preparation of the EIR as that document also addressed potential environmental impacts associated with development on the project site.

To ensure that the EIR is organized in a manner consistent with the City’s expectations, LSA will provide City staff with a draft EIR outline in electronic format. The Administrative Draft EIR will contain all applicable environmental components required by CEQA, including an Introduction and Project Description; Setting, Impacts (Project and Cumulative), Mitigation, and Level of Significance; and mandatory CEQA topics (i.e., Growth Inducement and Appendix F/Energy Demand), Alternatives, Lists of References, Persons Consulted, and EIR Preparers. The Executive Summary impact table and Draft Mitigation Monitoring and Reporting Program (MMRP) will not be provided with the Administrative Draft EIR but will be submitted for review with the Preprint Draft EIR once the level of environmental impacts is agreed upon and the mitigation measure language is close to being finalized. The EIR that is submitted to the City and Applicant will reflect LSA’s internal review and quality control procedures.

Each topic in the Administrative Draft EIR will include a discussion of the existing setting, thresholds of significance, project analysis, cumulative impacts, mitigation measures (if necessary), and level of significance after mitigation. The Administrative Draft EIR will compare the existing setting to the post-project environmental setting. Mitigation measures will be identified to address potentially significant impacts. Each section will discuss the potential short-term environmental impacts associated with project construction, the long-term effects associated with project operation, and the cumulative impacts associated with project implementation.

Preparation of the Administrative Draft EIR includes an evaluation of the potential impact of the proposed project on the various public services and utilities that will serve the project. The public services that will be analyzed include police and fire protection, solid waste collection, water, wastewater, libraries, and schools. Service letters will be sent to the relevant utilities and public agencies to solicit their comments with regard to the impacts of the proposed project on their respective services.

The General Plan for the City of Cypress presents a vision for the City’s future and a strategy to make that vision a reality. Each element of the General Plan contains goals and policies to help guide development within the City. The EIR will address the proposed project’s consistency with the General Plan. The General Plan consistency analysis will be included in the Land Use section of the Administrative Draft EIR.

LSA proposes to analyze two alternatives to the proposed project: the No Project/No Development Alternative as required by CEQA and the Build Alternative. In accordance with CEQA and the State CEQA Guidelines, Section 15126.6(d), each alternative will be evaluated in sufficient detail to determine whether the overall environmental impacts would be less or greater than the corresponding impacts of the proposed project. Furthermore, each alternative will be evaluated to determine whether the objective of the proposed project would be substantially attained by the alternative. The alternatives would not include an off-site alternative because the proposed project is site-specific. The Alternatives section will also include a statement identifying the environmentally superior alternative.
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\\aznasunifiler1\marketing\01-Proposals\01-Proposals by Year\2024\03 - Irvine\CCP2201.05P0 Cypress LARC EIR\LARC Proposal_Draft_021924.docx (02/19/24) LSA will submit the Administrative Draft EIR to the City and Applicant for review (without the Executive Summary or the MMRP). For the purposes of this Scope of Work and budget, LSA assumes two rounds of review (Administrative Draft EIR I and II) with one set of non-conflicting, consolidated comments from the City and Applicant per round.

Subtask 3.2.2: Finalization of Draft EIR. After receiving comments from the City staff and the Applicant’s team on the Administrative Draft EIR, LSA will make necessary revisions to the document, including completing the Executive Summary impact table. In compliance with PRC Section 21081.6, LSA will also prepare an MMRP. The MMRP will describe the required mitigation necessary to avoid or reduce significant impacts and the responsible parties, tasks, and schedule necessary for monitoring mitigation compliance. The MMRP will be incorporated into the certification documents for the Final EIR. LSA recommends circulation of the MMRP as part of the Draft EIR.

LSA will provide one electronic preprint version of the Draft EIR and technical appendices to City staff and the Applicant’s team for a limited final review prior to printing the Draft EIR. The purpose of this review will be to review the entire document with all appendices and technical reports, and to verify that the City and Applicant are satisfied with the Draft EIR. Following receipt of approval, LSA will finalize the Draft EIR and prepare for reproduction. Once finalized, LSA will provide the City with up to 2 hard copies of the Draft EIR with technical appendices to be placed on flash drive.

Additionally, LSA will provide one copy of the Draft EIR and technical appendices in PDF format, and will break the document into smaller, easily downloadable portions, easily placed on the City’s website.

Subtask 3.2.3: Circulation of Draft EIR. Prior to distribution of the Public Review Draft EIR, LSA will prepare a draft public Notice of Availability (NOA) of the Draft EIR for City review. LSA will also work with the City to update the distribution list for the Public Review Draft EIR, as needed.

LSA will file the NOA with the Orange County Clerk-Recorder’s Office, and the City will be responsible for posting the NOA on the City’s website and making arrangements to have it published in local newspapers or posted in the vicinity of the project site in compliance with relevant sections of the Government Code. LSA will provide a PDF of the NOA to the City for posting.

LSA will file the NOA with the State Clearinghouse. The submittal to the State Clearinghouse will consist of the State Clearinghouse Summary Form, the NOA, the Notice of Completion (NOC), and an electronic copy of the Public Review Draft EIR. LSA will complete the NOC and Summary Form and will submit them to the City for review and signature. LSA will reproduce and distribute the NOA to appropriate agencies.

LSA will distribute up to 2 hard copies of the Draft EIR with technical appendices to be placed on USB flash drives to City staff. LSA will provide the City with delivery confirmation for each copy of the NOA distributed. In addition, LSA will provide bound copies of the Draft EIR with technical appendices on USB flash drive for the City Planning Division’s counter and the City’s library. 12 P ROPOSAL TO P REPARE AN EIR
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\\aznasunifiler1\marketing\01-Proposals\01-Proposals by Year\2024\03 - Irvine\CCP2201.05P0 Cypress LARC EIR\LARC Proposal_Draft_021924.docx (02/19/24) Task 4.0: Final Environmental Impact Report and Notice of Determination Task 4.1: Response to Comments and EIR Revision
Following the public review period, LSA will prepare responses to public comments on the Draft EIR as received. LSA will work with the City to determine responsibilities for preparing the responses.

General responses will be prepared for significant repetitive comments. Specific individual responses will be prepared as needed. LSA’s objectives for the responses are to (1) be aggressive in establishing the strategy and determining responsibilities in order to maintain the schedule and minimize later revisions; (2) prepare a document that is well organized and usable by all parties, including the public; and (3) adequately respond to all comments. Although the focus of the responses will be on those comments that are truly subject to CEQA review, LSA will also endeavor to answer all questions in an informative manner.

Providing a budget estimate for responding to comments on the Public Review Draft EIR is extremely difficult because it is impossible to predict the volume and nature of the comments.

Significant new analysis is not included in this task. LSA has allocated 50 hours of staff time to organize, prepare, and compile the responses to comments and prepare the Final EIR (discussed below). However, this estimate may change once comments are received and reviewed by the City and LSA. This is based on the assumption that the proposed project will attract a moderate amount of interest from the community. If the level of interest is higher than anticipated, additional budget may be required to respond to the commensurate amount of comments. To account for this uncertainty, LSA has included a $10,000 contingency that may be directed to this additional effort, if necessary.

One electronic copy of the response to comments document will be submitted to the City. For the purposes of this Scope of Work and budget, LSA assumes one set of non-conflicting, consolidated comments from the City.

Following review of the response to comments document by the City, LSA will prepare an Administrative Draft Final EIR consisting of: (1) the final MMRP (discussed below), (2) comment letters and responses with supporting materials in appendices, and (3) any modifications to the Draft EIR document that may be needed (to be accomplished through the preparation of an errata document). Minor revisions/corrections to the Draft EIR will be made within the responses themselves or incorporated by LSA into an errata section of the Final EIR. If the City prefers to have a Final EIR that reflects all changes in track changes (redline/strikeout), this can be provided in lieu of the errata.

LSA will submit the Administrative Draft Final EIR to the City for review. LSA will respond to one round of non-conflicting, consolidated comments from the City and the Applicant.

Task 4.2: Prepare Final Mitigation Monitoring and Reporting Plan After the proposed Final EIR has been reviewed by the City, LSA will prepare a Final MMRP in accordance with the State CEQA Guidelines, Section 15097, for use in ensuring implementation of the mitigation measures for the project. The MMRP will contain an inventory of mitigation measures, the timing for their implementation (e.g., prior to issuance of grading permits), the 13 P ROPOSAL TO P REPARE AN EIR
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\\aznasunifiler1\marketing\01-Proposals\01-Proposals by Year\2024\03 - Irvine\CCP2201.05P0 Cypress LARC EIR\LARC Proposal_Draft_021924.docx (02/19/24) responsible staff or agency assigned to monitor the condition, and a compliance/noncompliance statement. LSA’s Scope of Work and budget assume one set of non-conflicting, consolidated comments from the City. The approved Final MMRP will be attached to the City’s resolution for consideration by the City Council.

Task 4.3: Distribute Final Environmental Impact Report
Once LSA has addressed the comments provided by the City on the Administrative Draft Final EIR, LSA will provide one electronic preprint version of the Final EIR to City staff for a limited final review prior to printing the Final EIR. The purpose of this review will be to review the entire document and to verify that the City is satisfied with the Final EIR. Following receipt of approval, LSA will prepare a preprint copy of the Final EIR for printing.

LSA will be responsible for the production of up to 2 hard copies of the Final EIR. The Final EIR will include the Draft EIR, Response to Comments/Errata, and the MMRP with technical appendices in an electronic format delivered on USB flash drive or other suitable media.

Subsequent to the finalization of the Final EIR, LSA will distribute responses to agency comments.

Each agency will receive a cover letter, a coded copy of the agency’s comment letter, and the responses to that agency’s comments.

Task 4.4: Prepare CEQA Findings of Fact and Statement of Overriding Considerations LSA will prepare the CEQA Findings of Fact and Statement of Overriding Considerations (if applicable) for consideration by the City Council. The Findings of Fact will be prepared in accordance with CEQA and the State CEQA Guidelines, Sections 15091 and 15121(b), and will make one of three specific findings for each significant environmental impact identified in the EIR. Each finding will be accompanied by a brief explanation of the rationale for the finding. The Findings of Fact will not include impacts found to be less than significant. For the purposes of this Scope of Work and budget, LSA will respond to one round of non-conflicting, consolidated comments from the City on the Findings of Fact and Statement of Overriding Considerations. LSA recommends that the Findings of Fact and Statement of Overriding Considerations (if applicable) be thoroughly reviewed and finalized by the City’s legal counsel because of the legal nature of this document.

Subtask 4.5: Draft and File/Distribute Notice of Determination Following the City’s approval of the EIR, LSA will prepare and file an NOD with the County ClerkRecorder. The Applicant will provide a check for all necessary filing fees (including CDFW fees) to be submitted to the County Clerk-Recorder with the NOD. Once the NOD is filed with the County ClerkRecorder, LSA will provide the original CDFW receipt and copy of the filed NOD to the City for its records. LSA will also file the NOC and proof of payment of the CDFW fees with the State Clearinghouse within 5 days of the City’s certification of the Final EIR. 14 P ROPOSAL TO P REPARE AN EIR
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\\aznasunifiler1\marketing\01-Proposals\01-Proposals by Year\2024\03 - Irvine\CCP2201.05P0 Cypress LARC EIR\LARC Proposal_Draft_021924.docx (02/19/24) Task 5.0: Project Management and Meeting Attendance
This task includes regular and effective coordination among LSA’s Project Manager/Principal in Charge, City staff, and the Applicant. The project management role provides a mechanism to ensure that there is an adequate exchange of information during project start-up and preparation of the EIR. This task includes notifying City staff and the Applicant of problems as they are encountered and working expeditiously to resolve problems. Important elements of this task will be to maintain the project schedule, oversee the budget, and coordinate efforts with the project team. To facilitate dissemination of information, LSA’s Project Manager will maintain ongoing verbal and email communication with City staff and the Applicant.

This scope provides for up to 12 monthly calls of no longer than one hour between LSA’s Project Manager, City staff, and the Applicant, and LSA attendance at one kick-off meeting with the City, one coordination meeting regarding the proposed project, one working session to discuss City comments on the EIR, and one City Council hearing. In total, four meetings and 12 monthly coordination calls have been budgeted in this Scope of Work.

During the environmental documentation process, LSA will monitor the number of meetings actually attended to determine compliance with this estimate. Any additional meetings beyond the four meetings and twelve coordination calls described above will be attended on a time-and-materials basis, with prior written approval.

PROJECT SCHEDULE
Based on LSA’s experience and understanding of the proposed project, preparation of the EIR can be completed within 10–12 months, including the 45-day public review period. It should be noted that LSA has demonstrated its ability to maintain project schedules under aggressive deadlines on many projects in Southern California. LSA recommends the City staff and the LSA Project Manager review the project schedule in Table A, below, and make changes as necessary at the project kick-off meeting.

Table A: Draft Project Schedule
Tasks Duration
Task 1.0: Project Initiation and Project Description
Project Kick-off Meeting 1 day
Prepare Project Description 2 weeks
City/Applicant Review Project Description and Finalize 2 weeks TOTAL 4 weeks
Task 2.0: Technical Analyses
Prepare Draft Technical Reports 10 weeks
City/Applicant Review 2 weeks
LSA Revisions 2 weeks
14 weeks
Task 2.1: Native American Consultation
Native American Consultation (Assembly Bill 52) Unknown1 TOTAL Unknown
Task 3.0: Draft EIR
Task 3.1: NOP and Early Scoping
Preparation of NOP 3 weeks
City/Applicant Review 3 days
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\\aznasunifiler1\marketing\01-Proposals\01-Proposals by Year\2024\03 - Irvine\CCP2201.05P0 Cypress LARC EIR\LARC Proposal_Draft_021924.docx (02/19/24) Table A: Draft Project Schedule
Tasks Duration
LSA Revisions 1 day
Public Circulation of NOP/Submittal to State Clearinghouse 30 days Public Scoping Meeting 1 day
Task 3.2: Draft EIR
Preparation of Administrative Draft EIR 12 weeks
City/Applicant Review of Administrative Draft EIR 1 week Revisions to Administrative Draft EIR 2 weeks
City/Applicant Review 1 week
Prepare Preprint Draft EIR 1 week
City/Applicant Review 2 days
Finalize and Reproduce Draft EIR 3 days
Publish Draft EIR and Notice of Availability 1 day
Public Circulation of Draft EIR/Submittal to SCH with NOC 45 days TOTAL 6 months
Task 4.0: Final EIR
Preparation of Draft Responses to Comments, Final EIR 2 weeks2 City/Applicant Review of Draft Responses to Comments, Final EIR 2 weeks Revisions to Responses to Comments, Final EIR 1–2 weeks Preparation of MMRP, Findings of Fact, and SOC 2 weeks
City/Applicant Review of MMRP, Findings of Fact, and SOC 1 week Revisions to MMRP, Findings of Fact, and SOC 1–2 weeks
Reproduction of Responses to Comments and Final EIR3 1 week TOTAL 10–12 Weeks
City Council Public Hearing 1 day
File Notice of Determination with County Clerk and SCH 1 day (within 5 days of project approval)
Complete EIR Schedule 11–12 months 1 It is not possible to accurately predict when the Native American consultation process will conclude during the project’s environmental review. 2 Responses to commenting agencies must be provided at least 10 days prior to certifying the EIR.

EIR = Environmental Impact Report
MMRP = Mitigation Monitoring and Reporting Program
NOC = Notice of Completion
NOP = Notice of Preparation
SCH = State Clearinghouse
SOC = Statement of Overriding Considerations
LSA will aggressively endeavor to keep the project on track. LSA also commits to providing sufficient staff to be available for assignment to the EIR. The schedule reflects a best effort to complete the project in a timely manner, while at the same time providing the time and attention necessary to ensure that the highest-quality analyses and products are received.

COST ESTIMATE
LSA proposes to accomplish Tasks 1.0 through 5.0 as described in the Work Program for an estimated fee of $212,000, as shown in Table B below. This proposal shall remain valid for 90 days from the proposal date.
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\\aznasunifiler1\marketing\01-Proposals\01-Proposals by Year\2024\03 - Irvine\CCP2201.05P0 Cypress LARC EIR\LARC Proposal_Draft_021924.docx (02/19/24) Table B: Fee Estimate by Task
Task Budget
Task 1.0: Project Initiation and Project Description $ 4,500 Task 2.0: Technical Analyses
Task 2.1: Air Quality, GHG, and Energy
Subtask 2.1.1: Air Quality $ 11,200
Subtask 2.1.2: GHG $ 7,400
Subtask 2.1.3: Energy $ 5,600
Task 2.2: Biology $ 11,300
Task 2.3: Conditional Jurisdictional Delineation $ 11,500 Task 2.4: Cultural Resources $ 10,000
Task 2.5: AB 52 Consultation Support $ 2,000
Task 2.5: Noise and Vibration $ 10,000
Task 2.7: Transportation $ 5,800
Task 3.0: Draft EIR
Task 3.1: Notice of Preparation and Early Scoping $ 5,700 Task 3.2: Preparation and Circulation of Draft EIR $ 65,000 Task 4.0: Final EIR
Task 4.1: Response to Comments and Finalize EIR $ 15,000 Task 4.2: Prepare Mitigation Monitoring and Reporting Plan $ 5,000 Task 4.3: Final EIR Document and Distribution $ 9,000
Task 4.4: Prepare CEQA Findings $ 5,000
Task 4.5: Distribute NOD $ 1,000
Task 5.0: Project Management and Meeting Attendance $ 15,000 Direct Costs $ 2,000
Contingency Fee $10,000
GRAND TOTAL $ 212,000
AB 52 = Assembly Bill 52
CEQA = California Environmental Quality Act
EIR = Environmental Impact Report
GHG = greenhouse gas
NOD = Notice of Determination
LSA fees are charged on an hourly basis, consistent with the Schedule of Standard Contract Provisions and Billing Rates, and are provided in Appendix A. The work will be completed on a timeand-materials basis. The fee estimate above will not be exceeded without prior authorization. This fee is based on LSA’s past experience related to the level of effort needed to complete the environmental process for projects of this type. LSA will aggressively identify strategies for reducing the overall work effort while maintaining the City’s objectives and the legal adequacy of the work products. Should there be any changes to the scope described above, the budget may need to be revisited.

BUDGET SPECIFICATIONS AND REIMBURSABLE COSTS
Direct costs (including outside vendors used for photocopying) are to be reimbursed at cost, unless other arrangements are made in advance, and are not included in the hourly fee for professional services. Direct costs can be invoiced separately at your request. Appendix A provides a list of LSA’s current fee schedule for direct costs.
17 P ROPOSAL TO P REPARE AN EIR
F EBRUARY 2024

P ROPOSED LARC T ENTATIVE T RACT MAP

CYPRESS , C ALIFORNIA
\\aznasunifiler1\marketing\01-Proposals\01-Proposals by Year\2024\03 - Irvine\CCP2201.05P0 Cypress LARC EIR\LARC Proposal_Draft_021924.docx (02/19/24) Printing costs are difficult to quantify, since the size and composition (i.e., graphics size and medium) are uncertain at this time. LSA stresses that the cost of reproducing a document is not known until the document is complete. For the purposes of the reimbursable estimate provided above, LSA estimates a cost of $50 per draft document (with any technical information on compact disc [CD]) and $65 for the proposed final document (with any technical information on USB flash drive). Reimbursable expenses also include mileage for site visits, team meetings, and public meetings.

P ROPOSAL TO P REPARE AN EIR
F EBRUARY 2024

P ROPOSED LARC T ENTATIVE T RACT MAP

CYPRESS , C ALIFORNIA
\\aznasunifiler1\marketing\01-Proposals\01-Proposals by Year\2024\03 - Irvine\CCP2201.05P0 Cypress LARC EIR\LARC Proposal_Draft_021924.docx (02/19/24)

APPENDIX A

SCHEDULE OF STANDARD CONTRACT PROVISIONS AND BILLING
RATES
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SCHEDULE OF STANDARD CONTRACT PROVISIONS

AND BILLING RATES

FEES FOR PROFESSIONAL SERVICES
Fixed-Fee Contracts
If a fixed-fee proposal, the professional services described in the Scope of Services Section of the attached proposal shall be provided for the fixed fee noted in the proposal. Invoices will be generated on a monthly basis based on the percentage of work completed and/or an agreed-upon schedule of values.

The fixed fee includes all labor and expenses required to complete the defined scope of work. Any changes in the scope of work, significant delays, or additional tasks will be considered extra services.

Extra services shall be provided on a time-and-expenses basis at the same rates specified for hourly contracts unless other arrangements are made in advance.

Hourly Contracts
If an hourly plus expenses proposal, the professional services described in the Scope of Services section of the attached proposal shall be provided on a time-and-materials basis at current hourly rates. These rates are as shown on a Rate Schedule that is attached or can be made available. Hourly rates are subject to review at least annually on or about June 1 of each year, and may be adjusted to reflect changing labor costs, at our discretion, at that time. (A schedule can be made available upon request.) Direct costs (including cost of subconsultants) shall be reimbursed at cost plus 10 percent, unless other arrangements are made in advance, and are not included in the hourly fee for professional services.

The total estimated amount of time and expenses noted in the proposal will serve as a control on the services to be provided. The specified amount will not be exceeded without prior approval of the client.

EXTRA SERVICES
Services provided by LSA under this Agreement are defined in the Scope of Services section of the attached proposal. The Scope of Services was created with the intent of executing the specific tasks and level of service requested by the client. Any additions, changes to the Scope, or substantial delays to the schedule as defined in the Scope will be considered extra services. Extra services shall be provided on a time-and-expenses basis at the hourly rates in effect when the extra service is provided unless other arrangements are made in advance. Extra services will be communicated to and authorized by the client prior to commencing work. Should an alteration to the Scope include removing tasks or reducing the scope of the level of service, LSA shall invoice for the work performed prior to receiving written notice of the change.

INVOICING
Monthly invoices shall be submitted for progress payment based on work completed to date. LSA will invoice the client using our standard invoicing format and will submit the invoice to the client via electronic mail. Clients requesting changes to LSA’s standard invoice or process for submittal may be billed additional time to develop the invoice and monthly administration of the billing.

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PAYMENT OF ACCOUNTS
Terms are net 30 days. A service charge of 1.5 percent of the invoice amount (18 percent annual rate) may be applied to all accounts not paid within 30 days of invoice date. Any attorney’s fees or other costs incurred in collecting any delinquent amount shall be paid by the client.

STANDARD OF CARE
Services provided by LSA under this Agreement will be performed in a manner consistent with the degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. LSA will endeavor to maintain consistent staff on the project; however, unforeseen issues outside of our control such as employee illness, relocation, injury, or departure can occur. From time to time, unforeseen circumstances require us to replace project staff or project managers with other equally qualified staff in order to meet our commitments. The terms of this proposal are not contingent upon work being performed by named staff. LSA reserves the right to substitute equally qualified staff when necessary.

PROJECT DELAYS
The terms of this Proposal are based on the anticipated project schedule. In the event of unanticipated project delays, the scope of services may be subject to amendment, change, or substitution.

INDEMNIFICATION
Client and consultant each agree to indemnify and hold the other harmless and their respective officers, employees, agents, and representatives from and against liability for all claims, losses, damages, and expenses, including reasonable attorneys’ fees, to the extent such claims, losses, damages, and expenses are caused by the indemnifying party’s negligent acts, errors, or omissions.

ELECTRONIC FILE DATA CHANGES
Copies of documents that may be relied upon by client are limited to the printed copies (also known as hard copies) that are signed or sealed by LSA. Files in electronic media format or text, data, graphic, or other types that are furnished by LSA to client are only for convenience of client. Any conclusion or information obtained or derived from such electronic files will be at the user’s sole risk. When transferring documents in electronic media format, LSA makes no representations as to long-term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those of LSA at the beginning of the assignment.

FORCE MAJEURE
Neither party shall be deemed to be in default on account of any delays or failure to perform its obligations under this Agreement, which directly results from an act of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, erroneous data provided to consultant, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy.

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LITIGATION
In the event that either party brings action under the proposal for the breach or enforcement thereof, the prevailing party in such action shall be entitled to its reasonable attorneys’ fees and costs whether or not such action is prosecuted to judgment.

NOTICES
Any notice or demand desired or required to be given hereunder shall be in writing and shall be deemed given when sent through electronic means, personally delivered or deposited in the mail, and addressed to the parties as set forth in the proposal or to such other address as either party shall have previously designated by such notice. Any notice so delivered personally or electronically shall be deemed to be received on the date of delivery, and any notice mailed shall be deemed to be received 3 days after the date on which it was mailed.

TERMINATION OF CONTRACT
Either party may terminate this agreement with seven (7) days prior notice to the other party for convenience or cause. Consultant may terminate this Agreement for convenience or cause with 7 days prior written notice to client. Failure of client to make payments when due shall be cause for suspension of services, or ultimately termination of the contract, unless and until LSA has been paid in full all amounts due for services, expenses, and other related charges.

If this Schedule of Standard Contract Provisions is attached to a proposal, said proposal shall be considered revoked if acceptance is not received within 90 days of the date thereof, unless otherwise specified in the proposal.

LIMITS OF LIABILITY
LSA's liability to Client from any cause or combination of causes arising out of, or in connection with this Agreement, shall not exceed, in the aggregate, the greater of (i) the total Compensation actually received by Consultant under this Agreement, or (ii) Twenty Thousand Dollars ($20,000). The Client releases Consultant from any liability in excess thereof. The releases from liability and limitations on liability expressed in this Agreement shall apply even in the event of the fault, negligence, strict liability, or otherwise, of the party released or whose liability is limited and shall extend to the related entities of such party and its and their directors, officers, and employees.

CONFIDENTIALITY
The Parties agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party shall be used by any other party solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party.

The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed to any Regulatory Authority, or by judicial or administrative process or otherwise by Applicable Law.

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HOURLY BILLING RATES EFFECTIVE JUNE 2023
Job Classification
Hourly Rate
Range1,2 Planning Environmental Transportation Air/Noise Cultural/
Paleontological
Resources
Biology GIS
Principal Principal Principal Principal Principal Principal Principal $200–350 Associate Associate Associate Associate Associate Associate Associate $140–250 Senior
Planner
Senior
Environmental
Planner
Senior
Transportation
Planner/Engineer
Senior Air
Quality/Noise
Specialist/Noise
Engineer
Senior Cultural
Resources
Manager/
Paleontologist
Senior Biologist/
Botanist/Wildlife
Biologist/Ecologist/
Soil Scientist/
Herpetologist/
Arborist
Senior GIS
Specialist
$130–230
Planner Environmental
Planner
Transportation
Planner/Engineer
Air Quality/
Noise Specialist/
Noise Engineer/
Climate Change
Specialist
Cultural Resources
Manager/
Archaeologist/
Architectural
Historian/
Paleontologist
Biologist/Botanist/
Wildlife Biologist/
Ecologist/Soil
Scientist/
Herpetologist/
Arborist
GIS
Specialist
$110–165
Assistant
Planner
Assistant
Environmental
Planner
Assistant
Transportation
Planner/Engineer
Air Quality/
Noise Analyst
Cultural Resources
Analyst
Assistant Biologist/
Botanist/Wildlife
Biologist/Ecologist/
Soil Scientist/
Herpetologist/
Arborist
Assistant
GIS
Specialist
$105–135
Field Services
Senior Field Crew/Field Crew $85–120
Office Services
Graphics $125–150
Marketing $115–195
Office Assistant $100–140
Project Assistant $105–135
Research Assistant/Intern $75–100
Word Processing/Technical Editing $105–135 1 The hourly rate for work involving actual expenses in court (e.g., giving depositions or similar expert testimony) will be billed at $400 per hour regardless of job classifications. 2 Hourly rates are subject to review at least annually, on or about June 1 of each year, and may be adjusted to reflect changing labor costs at LSA’s discretion at that time.

LSA IN-HOUSE DIRECT COSTS EFFECTIVE JUNE 20231
Description Unit Cost Description Unit Cost
Reproduction (8.5 x 11) B/W $0.07 per page Total Station Surveying Instrument $50.00 per day Reproduction (8.5 x 11) Color $0.40 per page Level (Laser or Optical) $25.00 per day Reproduction (11 x 17) B/W $0.10 per page Laser Rangefinder $25.00 per day Reproduction (11 x 17) Color $0.75 per page Sound Meter $75.00 per day CD Production $5.00 per CD Sound Meter with Velocity Transducer $85.00 per day USB Flash Drive $5.00 per drive Aerial Photo Cost
Plotting $3.75 per sq ft Boat Rental Cost
Aerial Drone $200.00 per day Water Quality Meter $25.00 per day Mileage On-Road Current federal rate Night Vision Goggles $50.00 per unit per night Mileage Off-Road Current federal rate Wildlife Camera $25.00 per day GPS Unit $75.00 per day 1 Direct costs shall be reimbursed at cost plus 10 percent.

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 10.

FROM: Matt Burton, Director of Finance and Administrative Services DATE: 03/25/2024
SUBJECT: Adopt a Resolution Amending Hourly Pay Ranges for Temporary Part-Time and Seasonal Employees

RECOMMENDATION
Adopt a Resolution amending hourly pay ranges for temporary part-time and seasonal employees.

DISCUSSION
The labor market has tightened significantly over the past several years. Recruiting employees, particularly at the supervisory and management level, has been challenging and often, requires multiple recruitments before a position is filled. This can result in a department having an unfilled position for months, which negatively impacts operations and public services. One strategy to help address these situations is hiring part-time interim employees while recruiting for a permanent replacement.

It is recommended the City Council amend the schedule for part-time positions to include all management classifications. Historically, the list was limited to executive management and five mid-management positions and expanding the list will provide departments the flexibility to hire part-time, temporary employees in critical positions. For example, there may be situations where a CalPERS annuitant with extensive, applicable experience may be available to assist a department on an interim basis while the recruitment for a full-time employee is be completed.

BUDGET IMPACT
None. Temporary part-time positions would only be authorized to fill vacant, full-time positions with sufficient salary savings.

LEGAL REVIEW
None required.

APPROVED BY: Peter Grant, City Manager
Attachments
Resolution
Attachment A - Part Time Pay Schedule
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 AMENDING
RESOLUTION NO. 6951 ESTABLISHING HOURLY PAY RANGES

FOR TEMPORARY PART-TIME AND SEASONAL POSITIONS
WHEREAS, the Personnel Rules and Regulations of the City of Cypress require that amendments or revisions to the Position Classification Plan, revisions to class specifications or salary adjustments for positions be approved by the City Council, and acting as ex-officio Board of Directors of the Cypress Recreation and Park District; and WHEREAS, it has been determined to be beneficial to City operations to have the ability to fill management positions with temporary staff while recruiting for a permanent replacement; and
WHEREAS, the remaining management classifications have been added to the list of available temporary, part-time positions to provide City departments the flexibility of filling any management position on a temporary basis if needed; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL of the City of Cypress, and acting as ex-officio Board of Directors of the Cypress Recreation and Park District, that Resolution No. 6951 be amended as indicated below:

SECTION 1. Temporary, part-time and seasonal positions shall be compensated as indicated in Attachment “A”.

SECTION 2. Current and future pay increases for the temporary part-time classifications of Maintenance Worker, Office Assistant I/II, Recreation Specialist, and all management classifications will be adjusted to be consistent with the regular full-time classifications.

SECTION 3. A temporary part-time and seasonal employee is eligible for a merit increase within the salary range established for the position based on acceptable job performance as approved by the Department Director and provided that the employee has worked a minimum number of hours from the date of appointment or the date of the last merit increase as indicated on the Attachment “A”.

SECTION 4. A temporary part-time and seasonal employee must meet the qualifications of a position as specified in the job specification in order to qualify for a promotion to a position with a higher rate of pay. In addition, all promotions shall be based on acceptable job performance as approved by the Department Director.

SECTION 5. Incumbents of temporary part-time and seasonal positions receive no benefits except as required by State and Federal Law.

SECTION 6. All resolutions and parts of resolutions in conflict herewith are hereby rescinded.

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 25th day of March, 2024.

MAYOR OF THE CITY OF CYPRESS
ATTEST:

CITY CLERK OFTHE 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 25th day of March, 2024, by the following roll call vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

CITY CLERK OF THE CITY OF CYPRESS
ATTACHMENT “A”

CITY OF CYPRESS

TEMPORARY PART-TIME AND SEASONAL EMPLOYEES

HOURLY PAY RANGES
EFFECTIVE DECEMBER 22, 2023
1 A B C D E
Recreation Leader I $16.0000
Recreation Leader II $16.2500
Recreation Leader III $16.7500 $17.2500 $17.7500
Recreation Leader IV $18.5000 $19.0000 $19.5000
STEP INCREASE ELIGIBILITY MINIMUM: 500 HOURS
______________________________________________________________________________________________________

A B C D E
Administrative Intern $16.2500 $17.0000 $17.7500 $18.5000 $19.2500 Customer Service $17.0000 $18.0000 $19.0000 $20.0000 $21.0000 Specialist
Maintenance Attendant $16.0000 $16.5000 $17.0000
Police Aide $16.0000 $16.5000 $17.0000 $17.5000 $18.0000 Recreation Facilities $16.0000 $16.5000 $17.0000
Attendant
Investigative Assistant I $20.4346 $21.4615 $22.5231 $23.6538 $24.8250 Investigative Assistant II $22.5231 $23.6538 $24.8250 $26.0827 $27.3923 Police Officer Trainee $30.2200
STEP INCREASE ELIGIBILITY MINIMUM: 1,040 HOURS
______________________________________________________________________________________________________ (Effective July 7, 2023)

A B C D E F
Maintenance Worker $22.5231 $23.6654 $24.8712 $26.1058 $27.3923 $28.7712 A A1 B B1 C C1
Office Assistant I $20.4346 $20.9538 $21.4615 $21.9981 $22.5231 $23.0942 D D1 E
$23.6538 $24.2365 $24.8250
A A1 B B1 C C1
Office Assistant II $22.5231 $23.0942 $23.6538 $24.2365 $24.8250 $25.4538 D D1 E
$26.0827 $26.7288 $27.3923
A A1 B B1 C C1
Recreation Specialist $20.4005 $20.9107 $21.4207 $21.9561 $22.0289 $22.4915 D D1 E
$23.6163 $24.2067 $24.7971
STEP INCREASE ELIGIBILITY MINIMUM: 1,040 HOURS
ATTACHMENT “A”

CITY OF CYPRESS

TEMPORARY PART-TIME AND SEASONAL EMPLOYEES

HOURLY PAY RANGES
EFFECTIVE DECEMBER 22, 2023
2 Temporary Part-Time Management Positions
(Effective July 7, 2023)
Chief of Police $105.0980 – $123.2942
Police Captain $85.1653 – $102.2365
Director of Finance and Administrative $96.0115 – $115.2173 Services
Director of Public Works $96.0115 – $115.2173
Director of Planning $85.6788 – $102.8826
Director of Recreation and Community $74.8961 – $93.6230 Services
City Engineer $66.7961 – $88.1596
Finance Manager/Assistant Director of $66.7961 – $88.1596 Finance and Administrative Services
City Clerk $56.1000 – $76.0615
Maintenance Superintendent $54.5307 – $70.8865
Recreation and Community $54.5307 – $70.8865
Services Manager
Temporary Part-Time Management Positions
(Effective March 25, 2024)
Assistant City Engineer $60.5076 – $79.4538
Information Technology Manager $60.5076 – $79.4538
Business Development Manager $56.1000 – $76.0615
Human Resources Manager $56.1000 – $76.0615
Network Administrator $47.2153 – $63.5480
Senior Management Analyst $41.0653 – $54.9057
Maintenance Supervisor $37.8230 – $49.1826
Police Support Services Supervisor $37.8230 – $49.1826
Recreation Supervisor $37.8230 – $49.1826
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 11.

FROM: Matt Burton, Director of Finance and Administrative Services DATE: 03/25/2024
SUBJECT: Establish Pension Trust Goals and Funding Plan

RECOMMENDATION

1. Establish a goal and funding plan for Pension Trust assets to fully offset unfunded CalPERS pension liabilities by 2030; and

2. Authorize investments in the attached PARS Moderate portfolio; and

3. Approve a one-time transfer of $2.5 million from the City's General Fund assigned fund balance for the Pandemic Recovery Plan to the Employee Benefits Fund for investment in the Pension Trust; and

4. Approve a one-time transfer of $2 million from the City's Infrastructure Bank to the Employee Benefits Fund for investment in the Pension Trust.

SUMMARY
The City Council established its Pension Trust in 2017 to more effectively manage the City's California Public Employees Retirement System (CalPERS) unfunded pension liabilities. The City Council has contributed available cash reserves to the Pension Trust to offset the pension liabilities, and Pension Trust assets have grown to $24.3 million as of February 29, 2024. In September 2023, as part of a Strategic Plan objective, the City Council directed the development of a funding plan with a goal for Pension Trust assets to fully offset projected CalPERS unfunded pension liabilities by 2030.

DISCUSSION
Background
The City provides all eligible employees a defined benefit pension plan through CalPERS.

The City is required to make actuarially-determined payments to CalPERS, which actively manages and invests the pension assets. The City's unfunded pension liability is approximately $66 million and has grown significantly in the past few decades due to a variety of factors, including investment earnings falling below CalPERS' assumptions, lower mortality rates, and new actuarial assumptions designed to bolster CalPERS' long-term mortality rates, and new actuarial assumptions designed to bolster CalPERS' long-term sustainability. CalPERS amortizes unfunded liabilities over 30 years and the City's required liability pay down schedule is updated annually as part of the actuarial valuation.

In 2017, the City Council established a Section 115 trust with PARS to pre-fund and offset a portion of the CalPERS unfunded pension liability. A Section 115 trust is a tax-exempt irrevocable pension trust with assets dedicated exclusively towards retirement plan purposes.

The Pension Trust offers many benefits, including:

Creates a formal commitment to address the City's growing pension liability Expects to achieve higher investment returns than the City's investment portfolio, which is largely limited to investing in government securities backed by the Federal government
Creates an asset which offsets pension liabilities on the City's financial statements Maintains City control over assets
Provides pension rate stabilization with the option to withdraw assets annually to pay for pension costs
Acts as an additional rainy day/emergency reserve fund
Solidifies credit ratings
Overview of Pension Trust Assets, September 2023 City Council Pension Workshop and Strategic Plan Objective
The City Council invested $10 million when it established the Pension Trust in 2017. The City's Fiscal Strategies direct a portion of any General Fund year-end savings/unappropriated revenues to the Pension Trust to further address unfunded pension liabilities. Since its initial investment, the City Council has contributed an additional $10.5 million to the Pension Trust and its market value has grown to $24.3 million as of February 29, 2024. The Pension Trust's annualized earnings since 2017 are 4.27 percent compared to the City's investment portfolio of approximately 1.85 percent. Since 2017, Pension Trust earnings have exceeded the City's investment portfolio by 230%.

At its September 11, 2023 workshop, the City Council established a goal for Pension Trust assets to fully offset CalPERS pension liabilities by 2030 and tasked Finance and Administrative Services with recommending options to achieve that goal. The City Council approved a Strategic Plan objective related to the Pension Trust goal in October 2023.

Investment Options
A Section 115 Pension Trust offers more investment options than the City's investment portfolio due to the long-term nature of pension obligations. PARS offers five portfolio options and in 2017 the City Council authorized investments in the Moderate and Moderately Conservative portfolios. These are the second and third most conservative portfolios and the majority of PARS's Section 115 Pension Trust clients invest in one of the two.

The five portfolios have different risk profiles with varying amounts invested in equities and other instruments. As with any investment strategy, as the amount of equities in a portfolio increases, the volatility and risk increases. By contrast, as the percentage of equities decreases, the volatility and risk decrease.

Portfolio
Option
Equity
Percentage
1 Year
Return
5 Year
Return
10 Year
Return
Capital
Appreciation 65-85% 17.3% 9.7% 7.2%
Balanced 50-70% 15.4% 8.3% 6.2%
Moderate 40-60% 14.0% 7.2% 5.6%
Moderately
Conservative 20-40% 11.1% 5.0% 4.1%
Conservative 5-20% 8.8% 3.3% 3.0%
Cypress' investments are a blend of the Moderate and Moderately Conservative portfolios, comprised of 40% equities and are projected to generate an annual rate of return of just under six percent over the next 30 years. Transitioning to the Moderate portfolio with a 50% mix of equities is expected to yield a return of 6.3 percent over the next 30 years.

Recommendations for Pension Trust Investments to Reach the 2030 Goal CalPERS projects Cypress' unfunded pension liabilities to be $53.1 million by mid-2030. If the City continues funding the Pension Trust annually at the levels established in the Fiscal Strategies, it is estimated Pension Trust assets will total $45.2 million in 2030.

Pension Trust Balance at February 29, 2024 $24.3 million Additional FY 2023-24 Contributions $2.35 million
Estimated Contributions: FY 2024-25 to FY 2029-30 $6 million Estimated Pension Trust Earnings through June 30,
2030
$12.55
million
Estimated Pension Trust Balance at June 30,
2030
$45.2
million
An additional one-time Pension Trust contribution of $4.5 million, combined with shifting the Pension Trust balance to the Moderate portfolio, is projected to grow Pension Trust assets to $53.1 million by 2030, which would fully offset projected unfunded pension liabilities.

It is recommended the $4.5 million be drawn from:
$2.5 million from a set-aside in the General Fund for the Pandemic Recovery Plan for reclaimed water service to Arnold Cypress Park. The new Arnold Cypress Park features synthetic turf athletic fields, eliminating the need for reclaimed waste water. While this project was also intended to bring reclaimed water service to Cypress, there is no expectation that reclaimed water can be extended to Oak Knoll Park given the prohibitive costs to install a pipeline from the area around Arnold Cypress Park to Oak Knoll Park and there is not an identified need for reclaimed water at passive use parks. $2 million in the City's Infrastructure Bank which has set-aside General Fund resources for future facilities and infrastructure improvements. Approximately $44.8 million was available in the Infrastructure Bank for future projects as of February 29, 2024, and there are no known projects that require the $2 million recommended Pension Trust contribution. Accounting for projects included in the Seven-Year CIP, plus interest earnings and loan repayments from the Recreation and Park District, the Infrastructure Bank is projected to have a balance of $33 million in 2030.

It is important to consider that both the estimated growth in Pension Trust assets and the pay down of unfunded pension liabilities is contingent on many long-term factors, the most down of unfunded pension liabilities is contingent on many long-term factors, the most significant of which is the actual annual return on investments. As such, Pension Trust assets and unfunded pension liabilities may change significantly in the short-term. It is recommended the goal and funding plan be reviewed every three years to assess the City's progress. These three-year reviews will also provide the City Council with an opportunity to adjust pension trust funding and the investment mix.

BUDGET IMPACT
There is no anticipated impact on the FY 2023-24 budget or future budgets from the recommendations. The $4.5 million contribution recommended to the Pension Trust consists of reserves in the General Fund and Infrastructure Bank and will remain available in the Pension Trust for the foreseeable future. Any future asset additions or withdrawals from the Pension Trust will be considered as part of the annual budget process. Pension Trust assets may be used to pay for future pension costs, including offsetting CalPERS contributions, if the City Council finds it necessary.

LEGAL REVIEW
None required.

APPROVED BY: Peter Grant, City Manager
Attachments
PARS - Summary of Moderate Portfolio
For Institutional Investor or Investment Professional Use Only | See Important Disclosures

PARS DIVERSIFIED PORTFOLIOS

MODERATE

INVESTMENT OBJECTIVE

ANNUAL RETURNS
ASSET ALLOCATION — MODERATE PORTFOLIO
Comprehensive Investment Solution
HighMark® Capital Management, Inc.’s (HighMark)
diversified investment portfolios are designed to
balance return expectations with risk tolerance.

Key features include: sophisticated asset allocation
and optimization techniques, four layers of
diversification (asset class, style, manager, and
security), access to rigorously screened, top tier
money managers, flexible investment options, and
experienced investment management.

Rigorous Manager Due Diligence
Our manager review committee utilizes a rigorous
screening process that searches for investment
managers and styles that have not only produced
above-average returns within acceptable risk
parameters, but have the resources and commitment
to continue to deliver these results. We have set high
standards for our investment managers and funds.

This is a highly specialized, time consuming
approach dedicated to one goal: competitive and
consistent performance.

Flexible Investment Options
In order to meet the unique needs of our clients,
we offer access to flexible implementation strategies:

HighMark Plus utilizes actively managed mutual
funds while Index Plus utilizes index-based
securities, including exchange-traded funds. Both
investment options leverage HighMark’s active asset
allocation approach.

Risk Management
The portfolio is constructed to control risk through
four layers of diversification – asset classes (cash,
fixed income, equity), investment styles (large cap,
small cap, international, value, growth), managers
and securities. Disciplined mutual fund selection and
monitoring process helps to drive return potential
while reducing portfolio risk.

WHY THE PARS DIVERSIFIED
MODERATE PORTFOLIO?
Q4 2023
* Returns less than one year are not annualized. **Breakdown for Blended Benchmark: From 10/1/2012 – Present: 26.5% S&P500, 5% Russell Mid Cap, 7.5% Russell 2000, 3.25% MSCI EM (net), 6% MSCI EAFE (net), 33.50% Bloomberg US Agg, 10% ICE BofA 1-3 Yr US Corp/Gov’t, 1.50% ICE BofA US High Yield Master II, 1.75% Wilshire REIT, and 5% FTSE 1 Mth US T-Bill. From 4/1/2007 – 9/30/2012: the blended benchmark was 43% S&P 500; 2% Russell 2000, 5% MSCI EAFE (net), 15% ICE BofA 1-3 Year Corp./Govt, 30% Bloomberg US Agg, 5% FTSE 1 Mth US T-Bill. Prior to April 2007: the blended benchmark was 50% S&P 500, 15% ICE BofA 1- 3Yr Corp/Gov, 30% Bloomberg US Agg, and 5% FTSE 1 Mth US T-Bill.

To provide current income and
moderate capital appreciation.

It is expected that dividend and
interest income will comprise a
significant portion of total return,
although growth through capital
appreciation is equally important.

Strategic Range Policy Tactical
Equity 40 - 60% 50% 49%
Fixed Income 40 - 60% 45% 48%
Cash 0 - 20% 5% 3%
ANNUALIZED TOTAL RETURNS (Gross of Investment Management Fees, but Net of Embedded Fund Fees)
Index Plus Composite (Passive)
Gross Net
Current Quarter* 9.01% 8.91%
Blended Benchmark*,** 8.72%
Year To Date* 12.74% 12.33%
Blended Benchmark*,** 13.56%
1 Year 12.74% 12.33%
Blended Benchmark** 13.56%
3 Year 2.14% 1.77%
Blended Benchmark** 2.58%
5 Year 6.85% 6.47%
Blended Benchmark** 7.31%
10 Year 5.34% 4.96%
Blended Benchmark** 5.82%

PORTFOLIO FACTS
HighMark Plus (Active)
Composite Inception Date 10/2004
No of Holdings in Portfolio 19
Index Plus (Passive)
Composite Inception Date 05/2006
No of Holdings in Portfolio 12
Efficient Frontier
Risk (Standard Deviation)
Reward (Rate of Return)
Conservative
Moderately Conservative
Moderate
Capital Appreciation
Balanced
(Gross of Investment Management Fees, but Net of Embedded Fund Fees)
HighMark Plus Composite (Active)
2008 -22.88%
2009 21.47%
2010 12.42%
2011 0.55%
2012 12.25%
2013 13.06%
2014 4.84%
2015 0.14%
2016 6.45%
2017 13.19%
2018 -4.03%
2019 17.71%
2020 12.92%
2021 9.31%
2022 -14.63%
2023 13.98%
Index Plus Composite (Passive)
2008 -18.14%
2009 16.05%
2010 11.77%
2011 2.29%
2012 10.91%
2013 12.79%
2014 5.72%
2015 -0.52%
2016 7.23%
2017 11.59%
2018 -4.03%
2019 17.52%
2020 11.23%
2021 10.18%
2022 -14.21%
2023 12.74%
HighMark Plus Composite (Active)
Gross Net
Current Quarter* 9.28% 9.18%
Blended Benchmark*,** 8.72%
Year To Date* 13.98% 13.57%
Blended Benchmark*,** 13.56%
1 Year 13.98% 13.57%
Blended Benchmark** 13.56%
3 Year 2.08% 1.71%
Blended Benchmark** 2.58%
5 Year 7.17% 6.79%
Blended Benchmark** 7.31%
10 Year 5.55% 5.17%
Blended Benchmark** 5.82%

HIGHMARK CAPITAL MANAGEMENT
350 California Street
Suite 1600
San Francisco, CA 94104
800-582-4734

ABOUT THE ADVISER
HighMark® Capital Management, Inc. (HighMark) has
over 100 years (including predecessor organizations) of institutional money management experience with $9.2
billion in assets under management*. HighMark has a
long term disciplined approach to money management
and currently manages assets for a wide array of
clients.

ABOUT THE PORTFOLIO MANAGEMENT TEAM
Andrew Brown, CFA®
Senior Portfolio Manager
Investment Experience: since 1994
HighMark Tenure: since 1997
Education: MBA, University of Southern California;
BA, University of Southern California
Salvatore “Tory” Milazzo III, CFA®
Senior Portfolio Manager
Investment Experience: since 2004
HighMark Tenure: since 2014
Education: BA, Colgate University
J. Keith Stribling, CFA®
Senior Portfolio Manager
Investment Experience: since 1985
HighMark Tenure: since 1995
Education: BA, Stetson University
Christiane Tsuda
Senior Portfolio Manager
Investment Experience: since 1987
HighMark Tenure: since 2010
Education: BA, International Christian University, Tokyo Anne Wimmer, CFA®
Senior Portfolio Manager
Investment Experience: since 1987
HighMark Tenure: since 2007
Education: BA, University of California, Santa Barbara
Asset Allocation Committee
Number of Members: 10
Average Years of Experience: 29
Average Tenure (Years): 18
Manager Review Group
Number of Members: 3
Average Years of Experience: 29
Average Tenure (Years): 13
*Assets under management (“AUM”) include assets for which HighMark provides continuous and regular supervisory and management services. As of 6/1/2023 HighMark previously listed Assets under Advisement (“AUA”) are no longer advised by HighMark.

For Institutional Investor or Investment Professional Use Only | See Important Disclosures The performance records shown represent size-weighted composites of tax exempt accounts that meet the following criteria: Accounts are managed by HighMark with full investment authority according to the PARS Moderate active and passive objectives.

The adviser to the PARS portfolios is U.S. Bank, and HighMark serves as sub-adviser to U.S. Bank to manage these portfolios. U.S. Bank may charge clients as much as 0.60% annual management fee based on a sliding scale. U.S. Bank pays HighMark 60% of the annual management fee for assets sub-advised by HighMark under its sub-advisory agreement with U.S. Bank. The 0.36% paid to HighMark, as well as other expenses that may be incurred in the management of the portfolio, will reduce the portfolio’s returns. Assuming an investment for five years, a 5% annual total return, and an annual sub-advisory fee rate of 0.36% deducted from the assets at market at the end of each year, a $10 million initial value would grow to $12.53 million after fees (Net-of-Fees) and $12.76 million before fees (Gross-of-Fees). Gross returns are presented before management and custodial fees but after all trading expenses and reflect the reinvestment of dividends and other income. A client's return will be reduced by the advisory fees and other expenses it may incur as a client. Additional information regarding the firm’s policies and procedures for calculating and reporting performance results is available upon request. Performance results are calculated and presented in U.S. dollars and do not reflect the deduction of investment advisory fees, custody fees, or taxes but do reflect the deduction of trading expenses. Returns are calculated based on trade-date accounting.

Blended benchmarks represent HighMark’s strategic allocations between equity, fixed income, and cash and are rebalanced monthly. Benchmark returns do not reflect the deduction of advisory fees or other expenses of investing but assumes the reinvestment of dividends and other earnings. An investor cannot invest directly in an index. The unmanaged S&P 500 Index is representative of the performance of large companies in the U.S. stock market. The MSCI EAFE Index is a free float-adjusted market capitalization index designed to measure developed market equity performance, excluding the U.S. and Canada. The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global emerging markets. The Russell Midcap Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe. The ICE BofA U.S. High Yield Master II Index tracks the performance of below investment grade U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market. Wilshire REIT index measures U.S. publicly traded Real Estate Investment Trusts. The unmanaged Bloomberg U.S. Aggregate Bond Index is generally representative of the U.S. taxable bond market as a whole. The ICE BofA 1-3 Year U.S. Corporate & Government Index tracks the bond performance of the ICE BofA U.S. Corporate & Government Index, with a remaining term to final maturity less than 3 years. The unmanaged FTSE 1-Month U.S. Treasury Bill Index tracks the yield of the 1- month U.S. Treasury Bill.

HighMark Capital Management, Inc. (HighMark) is an investment adviser registered with the U.S. Securities and Exchange Commission and a subsidiary of U.S. Bank National Association ("U.S. Bank"). U.S. Bank is a separate entity and subsidiary of U.S. Bancorp. U.S. Bank is not responsible for and does not guarantee the products, services or performance of HighMark. HighMark manages institutional separate account portfolios for a wide variety of for-profit and nonprofit organizations, public agencies, and public and private retirement plans. Individual account management and construction will vary depending on each client's investment needs and objectives. U.S. Bank provides certain services to HighMark and is compensated for these services. Investments employing HighMark strategies are NOT insured by the FDIC or by any other Federal Government Agency, are NOT Bank deposits, are NOT guaranteed by the Bank or any Bank affiliate, and MAY lose value, including possible loss of principal. 350 California Street
Suite 1600
San Francisco, CA 94104
800.582.4734
www.highmarkcapital.com

HOLDINGS
STYLE
Small Cap

6.6%
Interm-Term Bond

43.4%
Mortgage Backed Securities

4.2%
Large Cap Core

14.6%
Large Cap Growth

5.4%
Mid Cap

5.4%
Intl Stocks

9.4%
Cash

3.2%
Large Cap Value

6.2%
Real Estate

1.6%
Holdings are subject to change at the
discretion of the investment manager.

HighMark Plus (Active) Index Plus (Passive)
Columbia Contrarian Core I3 iShares Core S&P 500 ETF
Vanguard Growth & Income Adm iShares S&P 500 Value ETF
Dodge & Cox Stock Fund iShares S&P 500 Growth ETF
iShares S&P 500 Value ETF iShares Russell Mid-Cap ETF
Harbor Capital Appreciation - Retirement Vanguard Real Estate ETF iShares S&P 500 Growth ETF iShares Russell 2000 Value ETF iShares Russell Mid-Cap ETF iShares Russell 2000 Growth ETF Vanguard Real Estate ETF iShares Core MSCI EAFE ETF
Undiscovered Managers Behavioral Value-R6 Vanguard FTSE Emerging Markets ETF Emerald Growth Fund-I iShares MBS ETF
DFA Large Cap International Portfolio iShares Core U.S. Aggregate Dodge & Cox International Stock First American Government Obligations Z MFS International Growth - R6
Hartford Schroders Emerging Markets Eq
iShares MBS ETF
Dodge & Cox Income-I
PGIM Total Return Bond - R6
DoubleLine Core Fixed Income - I
First American Government Obligations Z
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 12.

FROM: Matt Burton, Director of Finance and Administrative Services DATE: 03/25/2024
SUBJECT: Receive and File the Investment Report for the Month Ended February 29, 2024

RECOMMENDATION
Receive and file the attached investment report.

DISCUSSION
California Government Code Section 53607 and Cypress Municipal Code Section 2-18(f) requires the submission of a monthly investment report to the City Council. As of February 29, 2024, the City had $202.7 million (current market value) in cash and investments and the interest return (yield) on the public funds investments was 4.37%. As required by the Government Code, all investments are in conformity with the City's investment policy and sufficient cash flows are available to meet the next six months of estimated expenditures.

The attached Summary of Cash and Investments present the investments held by the City of Cypress as of February 29, 2024. The Investment Reports consist of the following five summaries:

1. Summary of Cash and Investments - Provides the total portfolio of the City.

Changes in Cash and Investments - Provides a two-month cash flow analysis by fund type. These separate fund types allow for restricted monies to be segregated and tracked separately. The total ending amount agrees to the current market value shown in the Summary of Cash and Investments.

2. Investments at Market Value by Maturity Date - Provides a list of investments by maturity date, and an indication of the liquidity (ability to turn into cash) of the investments. The California Government Code restricts the type of investments eligible for public funds. The City’s Investment Policy further defines permitted investments.

These restrictions in investment types and the terms of allowable investments result in limited yields on City investments.

3. Interfund Investments - Indicates outstanding loans between City funds. There are three approved loans due to the Infrastructure Reserve Fund from the Cypress Recreation and Park District General Fund related to the construction of Lexington Park and the rehabilitation of Arnold Cypress Park.

4. and the rehabilitation of Arnold Cypress Park.

Summary of Cash and Investments Held In Trust - Presents investments held in trust by the Public Agency Retirement Services (PARS) for offsetting unfunded pension liabilities. The pension trust amounts can only be used for future pension obligations.

The legal restrictions on the allowable investment types are less restrictive than those in the City's portfolio, which provides the potential for higher yields to be earned over the long-term on investments held in the pension trust.

5. As mentioned previously, the City had $202.7 (current market value) in cash and investments at February 29, 2024. The investments included Federal Agencies Debt ($140.3 million) and Investment Pools ($59.6 million). The City's bank accounts held $2.8 million on February 29, 2024.

A portion of the investment portfolio is invested in the State Investment Pool (Local Agency Investment Fund or LAIF) which is managed by investment experts and provides a diversified investment pool for local agencies to invest. By using the combined size of the participating cities and agencies, the State Pool can provide a competitive yield, liquidity and investment knowledge that otherwise would not be available to a single entity.

The amount of cash in the City’s checking accounts fluctuates based on the maturity of investments, daily cash receipts, and when vendors and employees are paid. The daily balances maintained in the checking accounts provide credits which offset monthly bank charges. In addition to the Federal Depository Insurance Corporation (FDIC) which insures the first $250,000, excess checking deposits are secured by banks, government, or mortgage securities valued between 110% and 150% of the deposits.

BUDGET IMPACT
None.

LEGAL REVIEW
None required.

APPROVED BY: Peter Grant, City Manager
Attachments
Investment Report for the Month Ended February 29, 2024 Summary of Cash and Investments
As of February 29, 2024
Type Description
Investment
Date Maturity Date
Interest
Rate Carrying Value
Current Market
Value (2)
(1) Ckg General Operating Account BMO 3/1/2024 - 2,801,186.95 $ 2,801,186.95 $ Pool Local Agency Investment Fund State Treasurer 3/1/2024 4.122 34,000,000.00 33,780,466.45 Pool Local Agency Investment Fund State Treasurer 3/1/2024 4.122 26,000,000.00 25,832,121.41 FHLB Federal Home Loan Bank BMO 4/28/2022 4/19/2024 2.749 3,000,000.00 2,990,670.00 FFCB Federal Farm Credit Bank BMO 2/21/2023 8/21/2024 4.875 10,000,000.00 9,978,900.00 FFCB Federal Farm Credit Bank BMO 10/27/2022 10/17/2024 4.620 5,000,000.00 4,978,400.00 FHLMC Federal Home Loan Mortgage Corp BMO 7/28/2022 12/30/2024 3.350 4,000,000.00 3,934,800.00 FFCB Federal Farm Credit Bank BMO 1/10/2023 1/10/2025 4.310 3,005,400.00 2,984,400.00 FHLMC Federal Home Loan Mortgage Corp BMO 1/30/2023 1/27/2025 5.000 10,000,000.00 9,957,000.00 FHLB Federal Home Loan Bank BMO 5/27/2021 2/27/2025 0.660 3,000,000.00 2,868,630.00 FFCB Federal Farm Credit Bank BMO 3/22/2021 3/17/2025 0.700 4,000,000.00 3,824,720.00 FHLMC Federal Home Loan Mortgage Corp BMO 9/21/2022 3/31/2025 4.320 5,000,000.00 4,949,150.00 FHLMC Federal Home Loan Mortgage Corp BMO 5/11/2023 5/9/2025 5.299 8,550,000.00 8,535,550.50 FHLMC Federal Home Loan Mortgage Corp BMO 6/6/2023 6/6/2025 5.320 5,000,000.00 4,982,950.00 FHLB Federal Home Loan Bank BMO 3/20/2023 6/20/2025 5.379 5,000,000.00 4,997,000.00 FHLMC Federal Home Loan Mortgage Corp BMO 9/30/2022 9/30/2025 4.750 5,000,000.00 4,973,200.00 FFCB Federal Farm Credit Bank BMO 1/13/2023 1/13/2026 4.000 2,000,000.00 1,976,760.00 FFCB Federal Farm Credit Bank BMO 3/2/2023 3/2/2026 4.478 5,002,500.00 4,987,600.00 FHLMC Federal Home Loan Mortgage Corp BMO 3/13/2023 3/13/2026 5.625 10,000,000.00 9,976,000.00 FFCB Federal Farm Credit Bank BMO 9/29/2023 4/20/2026 5.000 4,985,581.99 5,020,600.00 FFCB Federal Farm Credit Bank BMO 6/23/2023 6/23/2026 4.820 5,000,000.00 4,973,250.00 FHLB Federal Home Loan Bank BMO 6/26/2023 6/26/2026 5.350 4,815,000.00 4,795,306.65 FHLB Federal Home Loan Bank BMO 11/30/2023 11/17/2026 4.420 5,028,050.00 5,023,650.00 FHLB Federal Home Loan Bank BMO 11/15/2023 11/15/2027 5.625 5,000,000.00 5,004,050.00 FFCB Federal Farm Credit Bank BMO 12/6/2023 12/6/2027 5.380 5,000,000.00 4,955,950.00 FFCB Federal Farm Credit Bank BMO 6/30/2023 6/30/2028 5.000 5,000,000.00 5,008,600.00 FHLB Federal Home Loan Bank BMO 1/10/2024 1/3/2029 5.000 10,000,000.00 9,944,100.00 FHLB Federal Home Loan Bank BMO 2/15/2024 2/12/2029 4.400 4,647,675.00 4,631,167.50 FHLB Federal Home Loan Bank BMO 2/16/2024 8/13/2027 5.000 4,000,000.00 3,996,840.00 Ckg Worker's Comp Account BMO 3/1/2024 - 50,000.00 50,000.00 Ckg Liability Account California Bank & Trust 3/1/2024 - 8,500.00 8,500.00 Cash Petty Cash City 3/1/2024 - 8,350.00 8,350.00

$ 203,902,243.94 $ 202,729,869.46
Average Weighted Yield to Maturity: 4.37%
Average Weighted Days to Maturity: 499.53
(1) Negative cash balance (if any) shown due to checks being issued at month end, transfer to cover checks not made until early in the following month. (2) Current market value of securities with maturities in excess of 12 months (if any) are provided by third-party safekeeping agents.

I certify that this report reflects all Government Agency pooled investments and is in conformity with the Investment Policy of the City of Cypress. A copy of this Investment Policy is available on the City's website. The Investment Program herein shown provides sufficient cash flow liquidity to meet six months estimated expenditures.

Signed: ________________________________
Finance Director
City of Cypress
Bank/Agent
12/31/2023 +RECEIPTS (DISBURSEMENTS) 1/31/2024 +RECEIPTS (DISBURSEMENTS) 2/29/2024

GENERAL
111/114 GENERAL FUND/GENERAL FUND-GRANTS 30,878,985 $ 7,859,091 $ (4,880,991) $ 33,857,085 $ 2,738,356 $ (8,469,714) $ 28,125,727 $

SPECIAL REVENUE
PANDEMIC RELIEF 6,276 115 - - 6,276 - - 6,276
CRPD-GENERAL FUND 13,377,232 212 2,306,819 (2,529,372) 13,154,679 629,729 (741,817) 13,042,591 CRPD-PARK DEVELOPMENT 27,599 213 187 - 27,786 - (27,599) 187 TRAFFIC SAFETY 19,151 221 12,749 - 31,900 5,964 - 37,864 STREETS 10,302,301 230 278,106 (58,617) 10,521,790 233,358 (818,256) 9,936,892 LIGHTING DISTRICT #2 6,235,614 251 165,685 (213,635) 6,187,664 6,966 (109,627) 6,085,003 STORM DRAIN 2,054,264 261 48,374 (9,740) 2,092,898 38,725 (25,858) 2,105,765 PLANNED LOCAL DRAINAGE FACILITY 1,084,653 262 10,223 - 1,094,876 - - 1,094,876 CORP CNTR MAINT DISTRICT #1 194,694 271 22,779 (2,568) 214,905 - (3,114) 211,791 ASSET SEIZURE 1,317,433 280 27,582 (4,298) 1,340,717 10,402 (6,465) 1,344,654 CABLE TV FRANCHISE AGREEMENT 795,574 291 1,130 - 796,704 16,070 - 812,774 SUPPLEMENTAL LAW ENFORCEMENT 97,930 301 25,759 (9,428) 114,261 - (8,691) 105,570 SEWER FUND 8,226,699 321 222,877 (17,279) 8,432,297 119,381 (24,738) 8,526,940 LOW AND MODERATE HSG ASSET 15,083 471 1,710 (1,036) 15,757 500 (7,172) 9,085

CAPITAL PROJECTS
CITY CAPITAL PROJECTS 16,095,949 415 - (11,564) 16,084,385 - (55,147) 16,029,238 INFRASTRUCTURE RESERVE 73,097,707 416 840,870 (1,635,533) 72,303,044 2,377,599 (506,776) 74,173,867

TRUST AND AGENCY
TRUST AND AGENCY 1,577,945 600 39,109 (15,486) 1,601,568 72,943 (81,605) 1,592,906 BUSINESS ASSESSMENT DISTRICT - 611 - - - - - -
CFD #1 ASSESSMENT DISTRICT 153,575 612 - - 153,575 - - 153,575 REC & COMM SERVICES FOUNDATION 32,750 620 309 - 33,059 - - 33,059

INTERNAL SERVICE
CENTRAL SERVICES 3,722,210 710 248,728 (132,231) 3,838,707 254,314 (200,031) 3,892,990 CAPITAL REPLACEMENT 15,603,240 720 62,809 (10,505) 15,655,544 68,481 (3,742) 15,720,283 TECHNOLOGY IMPROVEMENT 2,273,110 730 - - 2,273,110 - - 2,273,110 EMPLOYEE BENEFITS 3,952,259 750 1,183,543 (1,044,462) 4,091,340 3,659,722 (770,770) 6,980,292 LIABILITY SELF INSURANCE 2,067,048 760 51,126 - 2,118,174 51,126 (2,648) 2,166,652 WORKERS COMP SELF INSURANCE 3,427,640 770 60,696 (17,294) 3,471,042 61,449 (92,479) 3,440,012 OTHER
811/812 WESTCOMM JPA 4,446,776 970,313 (309,402) 5,107,687 144,085 (423,882) 4,827,890 14,458,290 201,083,697 $ (10,921,157) $ 204,620,830 10,504,402 $ (12,395,363) $ 202,729,869 City of Cypress
Changes in Cash/Investments
City of Cypress

INVESTMENTS AT MARKET VALUE BY MATURITY DATE
As of February 29, 2024
1 day 181 days 1 year 2 years 3 years 4 years
to to to to to to
Investments 180 days 1 year 2 years 3 years 4 years 5 years 5+ years Totals Percent CASH $ - 2,868,037 $ - $ - $ - $ - $ - $ 2,868,037 $ 1.41% FFCB 7,962,800 9,978,900 5,801,480 14,981,450 4,955,950 5,008,600 - 48,689,180 24.02% FHLB 2,868,630 2,990,670 4,997,000 9,818,957 9,000,890 14,575,268 - 44,251,414 21.83% FHLMC 13,891,800 - 23,440,851 9,976,000 - - - 47,308,651 23.34% STATE POOL 59,612,587 - - - - - - 59,612,587 29.40%
TSY - - - - - - - 0 0.00%
Totals $ 24,723,230 75,450,194 $ 34,239,331 $ 34,776,407 $ 13,956,840 $ 19,583,868 $ - $ 202,729,869 $ 100.00% Percent 37.22% 12.20% 16.89% 17.15% 6.88% 9.66% 0.00% 100.00% Note
Issue Maturity Interest Authorized Principal
Note No. To From Date Date Rate Amount Outstanding *
1 CRPD City 02/08/21 06/30/25 LAIF $ 12,800,000 $ 4,236,608 2 CRPD City 02/13/23 06/30/25 LAIF $ 1,275,000 $ 877,440 3 CRPD City 11/13/23 TBD 2.00% $ 33,500,000 $ 2,134,511 Total Interfund Investments 7,248,559 $
The City Infrastructure Reserve Fund issued a promissory note to the CRPD General Fund to pay up to $33.5 million for construction costs associated with the rehabilitation of Arnold Cypress Park. Repayment by the CRPD will be made from CRPD General Funds and future property taxes over the next 20 years. Advances to date total $2,134,511. up to $12.8 million for the construction of Lexington Park. Repayment by the CRPD will be made from future park develeopment fees.

Construction is complete, with advances totaling $12,293,975. Repayments to date total $8,057,367.

The City Infrastructure Reserve Fund issued a promissory note to the CRPD General Fund to pay up to $1.275 million for design costs associated with the rehabilitation of Arnold Cypress Park. Repayment by the CRPD will be made from additional Property Tax revenues resulting from the dissolution of the Successor Agency to the former Redevelopment Agency. Advances to date total $877,440.

CITY OF CYPRESS

INTERFUND INVESTMENTS
As of February 29, 2024
Note Outstanding
The City Infrastructure Reserve Fund issued a promissory note to the Cypress Recreation and Park District (CRPD) General Fund to pay Fund Type Issuer
Maturity
Date
One Year
Return * Cost Amount
Current Market
Value
PARS Public Agencies Post-Employment Benefits Trust
Trustee: Public Agency Retirement Services (PARS)
Section 115 Trust Pension Trust Various Open 10.16% 20,540,000.00 $ 24,315,726.20 $ Total $ 20,540,000.00 $ 24,315,726.20
* 12-month period ending with the current month.

City of Cypress
Summary of Cash and Investments Held In Trust
As of February 29, 2024
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 13.

FROM: Matt Burton, Director of Finance and Administrative Services DATE: 03/25/2024
SUBJECT: Receive and File Register of Warrants, Transfers, and Wires Issued for the Period of February 10, 2024 through March 8, 2024.

RECOMMENDATION
Receive and file the attached payment register summarized below for the period of February 10, 2024 through March 8, 2024:

Electronic Funds Transfers 14545 through 14778
Warrants 64532 through 64697
Payroll Transfers W1523 through W1524

DISCUSSION
Payments to vendors for goods and services received and/or rendered are initiated and approved by the requesting department in accordance with proper purchasing guidelines.

Processing of these payments occurs centrally in the City's Finance Department with payments issued bi-weekly. A register listing of these payments is presented monthly to the City Council for approval. This register also includes any Electronic Funds Transfers (EFT), outgoing payroll transfers or wires issued since the previous register was presented to the City Council. Voided payments (if any) are also identified.

All payments are processed on the City's financial management software system. This system generates a payment batch register, sorted by warrant number (or EFT/Wire number), and presents the invoice amount and a description of the payment issued.

BUDGET IMPACT
Total warrants, transfers, and wires issued (net of any voided payments) during the period of February 10, 2024 through March 8, 2024 are $4,568,364.33.

LEGAL REVIEW
None required.

APPROVED BY: Peter Grant, City Manager
Attachments
Payment Register for the Period 02-10-24 through 03-08-24 EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount 14545 1480 - ARCO BUSINESS SOLUTIONS $ 127.83
Fuel/Community Development 1/3-2/2 NP65880861 $ 127.83
14546 1480 - ARCO BUSINESS SOLUTIONS $ 49.85
Fuel/Engineering 1/3-2/2 NP65880861(A) $ 49.85
14547 1480 - ARCO BUSINESS SOLUTIONS $ 2,300.04
Fuel/Maint 1/3-2/2 NP65880861(B) $ 2,300.04
14548 1480 - ARCO BUSINESS SOLUTIONS $ 87.04
Fuel/Recreation 1/3-2/2 NP65880861(C) $ 87.04
14549 1480 - ARCO BUSINESS SOLUTIONS $ 16,161.01
Fuel/Police 1/3-2/2 NP65880861(D) $ 16,161.01
14550 100505 - CITY OF CYPRESS-WORKERS COMP $ 1,131.66
Workers Comp Claims/Professional Svcs/#27070-27096 Reimb 2/16/24 $ 1,131.66 14551 100505 - CITY OF CYPRESS-WORKERS COMP $ 2,864.61
Workers Comp Claims/Medical/#27070-27096 Reimb(A) 2/16/24 $ 2,864.61 14552 100505 - CITY OF CYPRESS-WORKERS COMP $ 4,156.92
Workers Comp Claims/Permanent Disability/#27070-27096 Reimb(B) 2/16/24 $ 4,156.92 14553 120801 - MISSION SQUARE - ICMA RETIREMENT TRUST - RHS $ 15,885.00 Monthly Retiree Health Savings 2/24 2/24 $ 15,885.00
14554 120801 - MISSION SQUARE - ICMA RETIREMENT TRUST - RHS $ 1,200.00 Deferred Comp/Exec Mgmt 2/24 401a-2/24 $ 1,200.00
14555 2170 - US BANK $ 33.14
W/C Compressed Air(2 Btls)/Cleaner(1 Btl) 12/14 0781 1/10/24 $ 33.14 14556 2170 - US BANK $ 285.09
W/C Batteries(2)/Dispatch Console 12/26 0781(A) 1/10/24 $ 285.09 14557 2170 - US BANK $ 8.70
W/C Sub/Business Analytics/Reporting Software 12/7-1/6 0781(B) 1/10/24 $ 8.70 14558 2170 - US BANK $ 191.99
W/C Svc/Satellite TV 12/25-1/24 0781(C) 1/10/24 $ 191.99 14559 2170 - US BANK $ 150.00
W/C Reg/Coaching & Mentoring in Public Safety/JG 2/22 0781(D) 1/10/24 $ 150.00 14560 2170 - US BANK $ 20.90
W/C Data Storage/Amazon Cloud 12/23 0781(E) 1/10/24 $ 20.90 14561 2170 - US BANK $ 40.00
Food/Starbucks/Council Reorganization 12/12 1293 1/10/24 $ 40.00 14562 2170 - US BANK $ 20.29
Facebook Ad/Holiday Sing 12/1-12/5 1293(A) 1/10/24 $ 20.29 14563 2170 - US BANK $ 110.00
Sub/Mailchimp Email Distribution/Admin 12/23 1293(B) 1/10/24 $ 110.00 14564 2170 - US BANK $ 153.08
Meals(7)/Board & Brews/Council Meeting 1/8 1293(C) 1/10/24 $ 153.08 City of Cypress
Payment Register
02/10/24 - 03/08/24

Page 1 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
14565 2170 - US BANK $ 850.00
Reg(1 Table)/Matt Ward Exploring On Fundraiser 3/1 1293(D) 1/10/24 $ 850.00 14566 2170 - US BANK $ 55.94
Food/Playground/Kids Night Out 12/15 1504 1/10/24 $ 55.94 14567 2170 - US BANK $ 103.43
Foosball Table(1)/Teens Night Out Game Zone 1/4 1504(A) 1/10/24 $ 103.43 14568 2170 - US BANK $ 140.06
Air Hockey(1)/Teens Night Out Game Zone 1/4 1504(B) 1/10/24 $ 140.06 14569 2170 - US BANK $ 377.11
PD Air Purifier(1)/Property & Evidence Narcotics Room12/18 2499 1/10/24 $ 377.11 14570 2170 - US BANK $ 18.31
PD HEPA Filter(1)/Property & Evidence Narcotics Room 12/12 2499(A) 1/10/24 $ 18.31 14571 2170 - US BANK $ 325.03
PD Evidence Tape Strips(1.5K) 12/19 2499(B) 1/10/24 $ 325.03 14572 2170 - US BANK $ 170.87
PD Evidence Tape(9 Rls) 12/19 2499(C) 1/10/24 $ 170.87
14573 2170 - US BANK $ 101.07
PD Binders(12) 1/2 2499(D) 1/10/24 $ 101.07
14574 2170 - US BANK $ 337.88
PD Fingerprint Readers(4) 1/16 2499(E) 1/10/24 $ 337.88 14575 2170 - US BANK $ 83.61
PD Flash Drives(10) 1/10 2499(F) 1/10/24 $ 83.61
14576 2170 - US BANK $ 150.00
Sub/Property Data/Code Enforcement & Planning 12/23 2518 1/10/24 $ 150.00 14577 2170 - US BANK $ 377.13
2023 Service Award(1) 12/19 2873 1/10/24 $ 377.13
14578 2170 - US BANK $ 299.80
Sub/Zoom Video Conferencing/HR 12/22/23-12/21/24 2873(A) 1/10/24 $ 299.80 14579 2170 - US BANK $ 140.17
2024 Labor Posters(5) 1/2 2873(B) 1/10/24 $ 140.17
14580 2170 - US BANK $ 31.66
Laptop Stand(1)/Calendar(1)/HR 1/4 2873(C) 1/10/24 $ 31.66 14581 2170 - US BANK $ 23.69
Office Supplies/HR/Returned 12/15 2873(D) 1/10/24 $ 23.69 14582 2170 - US BANK $ 18.30
Office Supplies/HR/Returned 12/15 2873(E) 1/10/24 $ 18.30 14583 2170 - US BANK $ (23.69)
Credit/Office Supplies/HR 12/20 2873(F) 1/10/24 $ (23.69) 14584 2170 - US BANK $ (18.30)
Credit/Office Supplies/HR 12/20 2873(G) 1/10/24 $ (18.30) 14585 2170 - US BANK $ 135.00
Dues/CA Society of Municipal Finance Officers/DM 2024 3071 1/10/24 $ 135.00

Page 2 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
14586 2170 - US BANK $ 87.49
PD Dog Food(1 Bag)/Bono 1/8 4289 1/10/24 $ 87.49
14587 2170 - US BANK $ 138.52
PD Holster(1)/EC 1/2 4691 1/10/24 $ 138.52
14588 2170 - US BANK $ 234.00
PD Academy Uniform/Trainee JPerez 1/5 4691(A) 1/10/24 $ 234.00 14589 2170 - US BANK $ 120.00
PD Reg(6)/Arrest & Control Training 1/1 4691(B) 1/10/24 $ 120.00 14590 2170 - US BANK $ (32.31)
Credit/Decor/Sr Center 12/12 5166 1/10/24 $ (32.31)
14591 2170 - US BANK $ 34.75
Post It Notes(18)/Planner(1)/Sr Center 12/22 5166(A) 1/10/24 $ 34.75 14592 2170 - US BANK $ 104.78
White Board(1)/Calendars(2)/Planner(1)/Sr Center 12/22 5166(B) 1/10/24 $ 104.78 14593 2170 - US BANK $ 19.72
Supplies/Sr Center 12/22 5166(C) 1/10/24 $ 19.72
14594 2170 - US BANK $ 88.19
Keyboard Stand(1)/Se Center 1/9 5166(D) 1/10/24 $ 88.19 14595 2170 - US BANK $ 50.29
Decor/Sr Center 1/9 5166(E) 1/10/24 $ 50.29
14596 2170 - US BANK $ 677.01
PD VolP Phone(1)/Lobby 12/14 5350 1/10/24 $ 677.01
14597 2170 - US BANK $ 44.34
Reg/Domain Name(1)/Recreation 1/12/24-1/11/26 5350(A) 1/10/24 $ 44.34 14598 2170 - US BANK $ 46.34
Reg/Domain Name(1)/PD 2/20/24-2/19/26 5350(B) 1/10/24 $ 46.34 14599 2170 - US BANK $ 37.70
Server Rack Shelf(1)/Sr Center 12/21 5350(C) 1/10/24 $ 37.70 14600 2170 - US BANK $ 90.00
Software Maint/Windows/IT Data Center 1/13/24-1/12/25 5350(D) 1/10/24 $ 90.00 14601 2170 - US BANK $ 199.00
PD Reg/Tactical Leadership/JK 4/1 6557 1/10/24 $ 199.00 14602 2170 - US BANK $ 151.20
Breakfast Meeting/Executive Team(7) 12/12 7052 1/10/24 $ 151.20 14603 2170 - US BANK $ 49.55
Decor/Spring Egg Hunt/Returned 12/14 7072 1/10/24 $ 49.55 14604 2170 - US BANK $ (49.55)
Credit/Decor/Spring Egg Hunt 1/3 7072(A) 1/10/24 $ (49.55) 14605 2170 - US BANK $ 50.62
Photo Backdrop(1)/Spring Egg Hunt 1/4 7072(B) 1/10/24 $ 50.62 14606 2170 - US BANK $ 2,260.00
Reg/CA Park & Rec Society Conference/AC & LM & ER & CP 2/27-3/1 7667 1/10/24 $ 2,260.00

Page 3 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
14607 2170 - US BANK $ 9.00
Sub/OC Register Online/JD 11/28/23-1/2/24 7667(A) 1/10/24 $ 9.00 14608 2170 - US BANK $ 754.17
Rash Guards(28)/Day Camp Staff 1/9 9103 1/10/24 $ 754.17 14609 2170 - US BANK $ 50.00
Dues/City Engineers Assoc of OC/NM 2024 9131 1/10/24 $ 50.00 14610 2170 - US BANK $ 11.37
Food/Sr Center Volunteer Holiday Party 12/12 9213 1/10/24 $ 11.37 14611 2170 - US BANK $ 111.76
Food/Sr Center Volunteer Holiday Party 12/11 9213(A) 1/10/24 $ 111.76 14612 2170 - US BANK $ 32.09
Supplies/Sr Center Volunteer Holiday Party 12/11 9213(B) 1/10/24 $ 32.09 14613 2170 - US BANK $ 39.99
Food/Sr Center Volunteer Holiday Party 12/12 9213(C) 1/10/24 $ 39.99 14614 2170 - US BANK $ 111.95
Food/Sr Center Volunteer Holiday Party 12/12 9213(D) 1/10/24 $ 111.95 14615 2170 - US BANK $ 43.08
Adapter(1)/Electronic Piano/Sr Center 1/8 9213(E) 1/10/24 $ 43.08 14616 2170 - US BANK $ 180.00
Civil Engineer License/DD 1/1/24-12/31/25 9399 1/10/24 $ 180.00 14617 2170 - US BANK $ 10.00
Svc/Box/Staff Document Review/Engineering 12/29-1/28 9399(A) 1/10/24 $ 10.00 14618 2170 - US BANK $ 2,100.00
Svc/Quickbase/Bldg/Public Works 1/24 9399(B) 1/10/24 $ 2,100.00 14619 2170 - US BANK $ 402.20
PD Thumb Drives(50)/CIB 1/2 9844 1/10/24 $ 402.20
14620 2170 - US BANK $ 10.00
PD Dues Fee/So Cal Fraud Investigators Assoc/JH 1/1/24-12/31/24 9844(A) 1/10/24 $ 10.00 14621 2170 - US BANK $ 25.00
PD Dues/OC Homicide Investigators Assoc/CO 1/1/24-12/31/24 9844(B) 1/10/24 $ 25.00 14622 145 - AUSTIN, CHERYL $ 56.52
W/C Retiree Health Care Benefits 3/24 3/24 $ 56.52
14623 128744 - AYRES, RICHARD $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14624 102038 - BALDWIN, DARRELL $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14625 102087 - BISH, EDWARD $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14626 100101 - BRUCE, THOMAS M $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14627 129695 - COTE, ROBERT $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00

Page 4 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
14628 128938 - COX, RODNEY $ 123.85
Retiree Health Care Benefits 3/24 3/24 $ 123.85
14629 104003 - ESSEX, CLARE $ 465.85
Retiree Health Care Benefits 3/24 3/24 $ 465.85
14630 128044 - FORNISS, DANIEL $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14631 129816 - FOSTER, SCOTT $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14632 112129 - HERNANDEZ, ALEX $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14633 100667 - LASSALLE, ISMAEL $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14634 123656 - MANUEL, DEAN $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14635 129700 - MCSHANE, CHRIS $ 232.96
Retiree Health Care Benefits 3/24 3/24 $ 232.96
14636 2017 - MINIKUS, SCOTT $ 308.53
Reimb/Medical Premiums 3/24 3/24 $ 308.53
14637 128832 - MORALES, PAULO $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14638 122 - MORROW, RICHARD L $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14639 129501 - MOUNT, ERIC $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14640 129608 - OLSON, JAMES $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14641 128784 - RAMSEY, KENNETH $ 125.00
Retiree Health Care Benefits 3/24 3/24 $ 125.00
14642 119027 - RAMSEY, STEVE $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14643 180 - SWIFT, JEFF $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14644 1024 - VALLEY VISTA SERVICES, INC $ 231,080.50
Waste Disposal Fee 1/24 1/24 $ 231,080.50
14645 105121 - VIGIL, FELIX $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14646 129666 - WALQUIST, BRIAN $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14647 40 - WARLAND INVESTMENTS COMPANY $ 37,500.00
Development Assistance 3/24 3/24 $ 37,500.00
14648 122756 - WINTERSOLE, MICHAEL $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00

Page 5 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
14649 342 - WU, ALEX $ 300.00
Retiree Health Care Benefits 3/24 3/24 $ 300.00
14650 116005 - PERS - PUBLIC EMPLOYEES RETIREMENT SYS $ 187,191.24 Med Insurance/City & Dist 3/24 17457345 $ 187,191.24
14651 116005 - PERS - PUBLIC EMPLOYEES RETIREMENT SYS $ 14,149.38 Med Insurance/West Comm 3/24 17457615 $ 14,149.38
14652 100505 - CITY OF CYPRESS-WORKERS COMP $ 229.52
Workers Comp Claims/Professional Svcs/#27097-27138 Reimb 3/1/24 $ 229.52 14653 100505 - CITY OF CYPRESS-WORKERS COMP $ 4,405.35
Workers Comp Claims/Medical/#27097-27138 Reimb(A) 3/1/24 $ 4,405.35 14654 100505 - CITY OF CYPRESS-WORKERS COMP $ 4,156.92
Workers Comp Claims/Permanent Disability/#27097-27138 Reimb(B) 3/1/24 $ 4,156.92 14655 2392 - PALERMO, BRUNO $ 500.00
Refund/Recycling Deposit/9950 Juanita St/CDD-23-207 Rfd 3/1/24 $ 500.00 14656 1608 - ALARM PROGRAM SYSTEMS, LLC $ 517.32
PD Svc/Alarm Permit & False Alarm Collections 1/24 1/24 $ 517.32 14657 130114 - USPS-HASLER - TMS ACCT #39991 $ 500.00
Postage 3/24 39991 3/1/24 $ 500.00
14658 1195 - BLUM, GREGORY $ 4,589.33
Advanced Disability/Pension Payment 3/24 3/24 $ 4,589.33 14659 2170 - US BANK $ 50.00
PD Svc/Fastrak Replenishment 1/13 0423 2/10/24 $ 50.00
14660 2170 - US BANK $ 50.00
PD Svc/Fastrak Replenishment 2/2 0423(A) 2/10/24 $ 50.00 14661 2170 - US BANK $ 61.96
W/C Wireless Keyboards(4) 1/23 0781 2/10/24 $ 61.96
14662 2170 - US BANK $ 8.70
W/C Sub/Business Analytics/Reporting Software 1/7-2/6 0781(A) 2/10/24 $ 8.70 14663 2170 - US BANK $ 195.98
W/C Svc/Satellite TV 1/25-2/24 0781(B) 2/10/24 $ 195.98 14664 2170 - US BANK $ 22.33
W/C Data Storage/Amazon Cloud 1/24 0781(C) 2/10/24 $ 22.33 14665 2170 - US BANK $ 143.00
Meals(7)/Board & Brew/Special Council Meeting 1/10 1293 2/10/24 $ 143.00 14666 2170 - US BANK $ 35.00
Facebook Ads(2)/City Events 12/22-1/5 1293(A) 2/10/24 $ 35.00 14667 2170 - US BANK $ 18.99
Food/Council Meetings 1/14 1293(B) 2/10/24 $ 18.99
14668 2170 - US BANK $ 174.10
Meals(7)/The Kebab Shop/Council Meeting 1/22 1293(C) 2/10/24 $ 174.10 14669 2170 - US BANK $ 110.00
Sub/Mailchimp Email Distribution/Admin 1/24 1293(D) 2/10/24 $ 110.00

Page 6 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
14670 2170 - US BANK $ 10.00
Facebook Ad/City Employment Promotions 1/26-1/29 1293(E) 2/10/24 $ 10.00 14671 2170 - US BANK $ 105.00
Meals(7)/Board & Brew/Special Council Meeting 1/24 1293(G) 2/10/24 $ 105.00 14672 2170 - US BANK $ 10.00
Facebook Ad/City Employment Promotions 1/29-1/31 1293(H) 2/10/24 $ 10.00 14673 2170 - US BANK $ 15.00
Facebook Ad/City Employment Promotions 1/31-2/5 1293(I) 2/10/24 $ 15.00 14674 2170 - US BANK $ 2.14
Shipping Fee/Amazon/Office Supplies/Admin 2/5 1293(J) 2/10/24 $ 2.14 14675 2170 - US BANK $ 9.44
Label Protectors(200)/Admin 2/5 1293(K) 2/10/24 $ 9.44
14676 2170 - US BANK $ 85.08
File Folders(100)/Admin 2/5 1293(L) 2/10/24 $ 85.08
14677 2170 - US BANK $ 2,400.00
Reg/Americana Awards(8 Seats) 3/16 1293(M) 2/10/24 $ 2,400.00 14678 2170 - US BANK $ 59.96
Food/PD Department Meeting 2/8 1293(N) 2/10/24 $ 59.96
14679 2170 - US BANK $ 600.00
Reg/Americana Awards(2 Seats) 3/16 1293(O) 2/10/24 $ 600.00 14680 2170 - US BANK $ 45.22
Supplies/Day Camp 1/16 1504 2/10/24 $ 45.22
14681 2170 - US BANK $ 3.76
Supplies/Teens Night Out 1/18 1504(A) 2/10/24 $ 3.76
14682 2170 - US BANK $ 111.89
Food/Teens Night Out 1/19 1504(B) 2/10/24 $ 111.89
14683 2170 - US BANK $ 48.95
Food/Kids Night Out 1/19 1504(C) 2/10/24 $ 48.95
14684 2170 - US BANK $ 200.00
Deposit/Excursion/Los Angeles Sparks/Day Camp 7/16 1504(D) 2/10/24 $ 200.00 14685 2170 - US BANK $ 90.62
PD Binders(24)/PACE 1/15 2499 2/10/24 $ 90.62
14686 2170 - US BANK $ 96.92
PD Cash Drawer(1)/Front Counter 1/16 2499(A) 2/10/24 $ 96.92 14687 2170 - US BANK $ 18.90
PD Bandages(200) 1/17 2499(B) 2/10/24 $ 18.90
14688 2170 - US BANK $ 18.90
PD Cardstock(1 Rm) 1/22 2499(C) 2/10/24 $ 18.90
14689 2170 - US BANK $ 7.53
PD Magnetic Clips(12) 1/24 2499(D) 2/10/24 $ 7.53
14690 2170 - US BANK $ 35.28
PD Batteries(24) 1/25 2499(E) 2/10/24 $ 35.28

Page 7 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
14691 2170 - US BANK $ 30.04
PD Lumber Crayons(24) 1/25 2499(F) 2/10/24 $ 30.04
14692 2170 - US BANK $ 25.69
PD Cardstock(1 Rm) 1/30 2499(G) 2/10/24 $ 25.69
14693 2170 - US BANK $ 215.48
PD Printer Ribbons(2)/Mobile Audio Video Printer 2/5 2499(H) 2/10/24 $ 215.48 14694 2170 - US BANK $ 185.33
PD DVD-R(400)/Mobile Audio Video 2/2 2499(I) 2/10/24 $ 185.33 14695 2170 - US BANK $ 20.40
PD Expanding File(1) 2/5 2499(J) 2/10/24 $ 20.40
14696 2170 - US BANK $ 45.36
PD Flash Drives(5) 2/8 2499(K) 2/10/24 $ 45.36
14697 2170 - US BANK $ 824.16
iPad(1)/Planning Director 1/18 2518 2/10/24 $ 824.16
14698 2170 - US BANK $ 150.00
Sub/Property Data/Code Enforcement & Planning 1/24 2518(A) 2/10/24 $ 150.00 14699 2170 - US BANK $ 8.61
Wall Calendar(1)/HR 1/23 2873 2/10/24 $ 8.61
14700 2170 - US BANK $ 37.80
Labeler Tape(5 Rls)/Pens(12)/Pencils(36)/HR 2/9 2873(A) 2/10/24 $ 37.80 14701 2170 - US BANK $ 135.00
Dues/CA Society of Municipal Finance Officers Assoc/MB 2024 3071 2/10/24 $ 135.00 14702 2170 - US BANK $ 87.49
PD Dog Food(1 Bag)/Bono 2/4 4289 2/10/24 $ 87.49
14703 2170 - US BANK $ 4.96
PD Academy Book(1)/JP 2/12 4691 2/10/24 $ 4.96
14704 2170 - US BANK $ 600.00
PD Reg/Hostage Rescue Tactics/CM 2/6-2/7 4691(A) 2/10/24 $ 600.00 14705 2170 - US BANK $ 388.00
PD Reg/Law Enforcement Armorer AR15 Course/MZ 3/12-3/13 4691(B) 2/10/24 $ 388.00 14706 2170 - US BANK $ 195.00
PD Reg/Law Enforcement Armorer Rifle Course/MZ 3/15 4691(C) 2/10/24 $ 195.00 14707 2170 - US BANK $ 117.87
PD Universal Tourniquet Plates(3) 2/13 4691(D) 2/10/24 $ 117.87 14708 2170 - US BANK $ 222.59
PD Hobble Restraints(1) 2/13 4691(E) 2/10/24 $ 222.59
14709 2170 - US BANK $ 633.65
PD Tourniquets(8) 2/13 4691(F) 2/10/24 $ 633.65
14710 2170 - US BANK $ 16.14
Magnets(20)/Sheet Protectors(50)/Sr Center 1/18 5166 2/10/24 $ 16.14 14711 2170 - US BANK $ 59.00
Reg/First Aid-CPR Training/KK 2/9 5166(A) 2/10/24 $ 59.00

Page 8 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
14712 2170 - US BANK $ 95.83
Decor/Sr Center 2/6 5166(B) 2/10/24 $ 95.83
14713 2170 - US BANK $ 5.37
Supplies/Sr Center 2/6 5166(C) 2/10/24 $ 5.37
14714 2170 - US BANK $ 53.86
Bingo Game(1)/Sr Center 2/9 5166(D) 2/10/24 $ 53.86
14715 2170 - US BANK $ 5.38
Key Tags(16)/IT 1/12 5350 2/10/24 $ 5.38
14716 2170 - US BANK $ 131.99
Temperature & Humidity Sensor(1)/IT Server Room 1/16 5350(A) 2/10/24 $ 131.99 14717 2170 - US BANK $ 45.20
Computer Memory(1)/Audio-Visual Computer/Council Chambers 1/29 5350(B) 2/10/24 $ 45.20 14718 2170 - US BANK $ 14.38
Batteries(2)/Hearing Impaired Headsets/Council Chambers 1/29 5350(C) 2/10/24 $ 14.38 14719 2170 - US BANK $ 299.00
PD Reg/Non-Criminal Barricade/JK 6/13 6557 2/10/24 $ 299.00 14720 2170 - US BANK $ 250.00
PD Reg/Leadership & Accountability/LW 3/25-3/26 6557(A) 2/10/24 $ 250.00 14721 2170 - US BANK $ 250.00
PD Reg/Leadership & Accountability/JK 4/29-4/30 6557(B) 2/10/24 $ 250.00 14722 2170 - US BANK $ 120.00
PD Reg/Arrest & Control/EC & TC & JH & AS & JK & MM 2/16 6557(C) 2/10/24 $ 120.00 14723 2170 - US BANK $ 350.00
PD Reg/Traffic Collision Basic/ME & MG 2/5-2/9 6557(D) 2/10/24 $ 350.00 14724 2170 - US BANK $ 375.00
PD Reg/Driver's Training/MC & HM & CP & CM & CR 2/22 6557(E) 2/10/24 $ 375.00 14725 2170 - US BANK $ 150.00
PD Reg/Driver's Training/NG & TC 2/22 6557(F) 2/10/24 $ 150.00 14726 2170 - US BANK $ 150.00
PD Reg/Driver's Training/DD & MM 3/4 6557(G) 2/10/24 $ 150.00 14727 2170 - US BANK $ 150.00
PD Reg/Driver's Training/RT & EC 3/4 6557(H) 2/10/24 $ 150.00 14728 2170 - US BANK $ 150.00
PD Reg/Driver's Training/BP & TM 3/25 6557(I) 2/10/24 $ 150.00 14729 2170 - US BANK $ 375.00
PD Reg/Driver's Training/CO & SR & SG & JH & EC 3/26 6557(J) 2/10/24 $ 375.00 14730 2170 - US BANK $ 86.19
Basketball(1)/Youth Sports 1/22 6653 2/10/24 $ 86.19
14731 2170 - US BANK $ 560.00
Filled Eggs(4K)/Spring Egg Hunt 2/2 6653(A) 2/10/24 $ 560.00

Page 9 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
14732 2170 - US BANK $ 69.72
Volleyballs(4)/Youth Sports 1/31 6653(B) 2/10/24 $ 69.72 14733 2170 - US BANK $ 183.90
Volleyballs(10)/Youth Sports 2/2 6653(C) 2/10/24 $ 183.90 14734 2170 - US BANK $ 18.31
Baseball Bases(6)/Youth Sports 2/12 6653(D) 2/10/24 $ 18.31 14735 2170 - US BANK $ 82.22
Flag Football Flags(24 Sets)/Youth Sports 2/8 6653(E) 2/10/24 $ 82.22 14736 2170 - US BANK $ 144.69
Basketballs(12)/Youth Sports 2/9 6653(F) 2/10/24 $ 144.69 14737 2170 - US BANK $ 37.44
PD Gaffers Tape(2 Rls) 2/8 6696 2/10/24 $ 37.44
14738 2170 - US BANK $ 51.25
Erroneous Charge/Reimbursed/PG 1/13 7052 2/10/24 $ 51.25 14739 2170 - US BANK $ 116.00
Sub/LA Times Online/PG 2/6/24-2/5/25 7052(A) 2/10/24 $ 116.00 14740 2170 - US BANK $ 86.16
Decor/Spring Egg Hunt 2/5 7072 2/10/24 $ 86.16
14741 2170 - US BANK $ 1.00
Sub/OC Register Online/JD 1/3-2/6 7667 2/10/24 $ 1.00
14742 2170 - US BANK $ 4.00
Sub/OC Register Online/JD 2/6-3/6 7667(A) 2/10/24 $ 4.00 14743 2170 - US BANK $ 110.25
Slide Bolt Lock(1)/Lexington Park 1/31 8731 2/10/24 $ 110.25 14744 2170 - US BANK $ 165.00
Reg/Trees & Construction/JL 2/8 8731(A) 2/10/24 $ 165.00 14745 2170 - US BANK $ 1,395.00
Reg/Advanced Drainage Eng-Stormwater Design/DC & BB 4/8-4/9 8756 2/10/24 $ 1,395.00 14746 2170 - US BANK $ 744.99
PD Mounting Hardware(6 Pcs)/Mugshot Camera 1/16 8878 2/10/24 $ 744.99 14747 2170 - US BANK $ 75.00
PD Dues/CA Law Enforcement Assoc of Records Supervisors/NB 2024 9075 2/10/24 $ 75.00 14748 2170 - US BANK $ 120.00
Reg/CA Park & Rec Society Mini Conference/CP & LM & ER & AT 2/1 9103 2/10/24 $ 120.00 14749 2170 - US BANK $ 55.00
Reg/2024 Winter Social/SG & LM & AT 1/19 9103(A) 2/10/24 $ 55.00 14750 2170 - US BANK $ 59.00
Reg/First Aid-CPR/CP 3/5 9103(B) 2/10/24 $ 59.00
14751 2170 - US BANK $ 59.00
Reg/First Aid-CPR/ER 3/5 9103(C) 2/10/24 $ 59.00
14752 2170 - US BANK $ 59.00
Reg/First Aid-CPR/JD 3/5 9103(D) 2/10/24 $ 59.00

Page 10 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
14753 2170 - US BANK $ 102.93
Cell Phones(3)/Recreation 2/2 9103(E) 2/10/24 $ 102.93
14754 2170 - US BANK $ 50.00
Dues/OC Traffic Engineers Council/BB & KC 2024 9131 2/10/24 $ 50.00 14755 2170 - US BANK $ 20.00
Reg/OC Traffic Engineering Council Meeting/BB 1/25 9131(A) 2/10/24 $ 20.00 14756 2170 - US BANK $ 50.00
Reg/City Engineers Assoc of OC Meeting/NM 2/5 9131(B) 2/10/24 $ 50.00 14757 2170 - US BANK $ 20.00
Reg/OC Traffic Engineering Council Meeting/KC 1/25 9131(C) 2/10/24 $ 20.00 14758 2170 - US BANK $ 180.00
License/Civil Engineer/DC 4/1/24-3/31/26 9131(D) 2/10/24 $ 180.00 14759 2170 - US BANK $ 50.00
Dues/City Engineers Assoc of OC/City 2024 9131(E) 2/10/24 $ 50.00 14760 2170 - US BANK $ 50.00
Reg/OC Traffic Engineering Council Meeting/BB & KC 2/22 9131(F) 2/10/24 $ 50.00 14761 2170 - US BANK $ 231.32
2024 Greenbook Standard Specifications(1)/Engineering 2/6 9131(G) 2/10/24 $ 231.32 14762 2170 - US BANK $ 127.39
2024 Work Area Traffic Control Handbooks(5)/Engineering 2/6 9131(H) 2/10/24 $ 127.39 14763 2170 - US BANK $ 79.11
PD Dog Food(1 Bag)/Kubo 1/15 9185 2/10/24 $ 79.11
14764 2170 - US BANK $ 7.50
Supplies/Sr Center 1/15 9213 2/10/24 $ 7.50
14765 2170 - US BANK $ 52.25
Desk Organizer(1)/Sr Center 1/19 9213(A) 2/10/24 $ 52.25 14766 2170 - US BANK $ (42.98)
Credit/Keyboard Stand(1)/Sr Center 1/26 9213(B) 2/10/24 $ (42.98) 14767 2170 - US BANK $ 59.67
Supplies/Sr Center 1/30 9213(C) 2/10/24 $ 59.67
14768 2170 - US BANK $ 522.66
Imprinted Pens(1.25K)/Sr Center 2/15 9213(D) 2/10/24 $ 522.66 14769 2170 - US BANK $ 55.69
Supplies/Sr Center 2/8 9213(E) 2/10/24 $ 55.69
14770 2170 - US BANK $ 30.48
Popcorn Bags(500)/Sr Center 2/8 9213(F) 2/10/24 $ 30.48 14771 2170 - US BANK $ 10.00
Svc/Box/Staff Document Review/Engineering 1/29-2/28 9399 2/10/24 $ 10.00 14772 2170 - US BANK $ 2,100.00
Svc/Quickbase/Bldg/Public Works 2/24 9399(A) 2/10/24 $ 2,100.00 14773 2170 - US BANK $ 100.00
PD Dues/OC Homicide Investigators Assoc/EC & JH & SG & SR 2024 9844 2/10/24 $ 100.00

Page 11 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
14774 2170 - US BANK $ 257.78
PD Sub/Warrant Builder 1/18/24-1/17/25 9844(A) 2/10/24 $ 257.78 14775 2170 - US BANK $ 25.75
PD Cell Phone Case(1)/School Resource Officer 2/8 9844(B) 2/10/24 $ 25.75 14776 2170 - US BANK $ 6.42
PD Cell Phone Screen Protector(1)/School Resource Officer 2/8 9844(C) 2/10/24 $ 6.42 14777 2170 - US BANK $ 151.85
PD Portable Chargers(5)/Property & Evidence 2/8 9844(D) 2/10/24 $ 151.85 14778 2170 - US BANK $ 10.00
Facebook Ad/City Employment Promotions 1/23-1/26 1293(F) 2/10/24 $ 10.00 64532 100085 - AARDVARK $ 1,938.63
PD Flash-Bang Devices(18) 2/1 PIN17585 $ 1,938.63
64533 109380 - AFFORDABLE GENERATOR SERVICES, INC $ 5,116.44 Inspect/Generator/Civic Center 1/22 24875 $ 1,317.43
Inspect/Generator/Maint Yard 1/22 24874 $ 421.37
Inspect/Generator/PS #1 1/24 24876 $ 690.08
Inspect/Generator/PS #2 1/24 24877 $ 808.97
Inspect/Generator/PS #3 1/24 24878 $ 808.97
Inspect/Generator/PS #6 1/24 24879 $ 642.62
Svc/Troubleshoot Generator/Civic Center 1/29 24910 $ 427.00 64534 100723 - ALESHIRE & WYNDER, LLP $ 53,628.45
Legal Svc/CA Aware 12/23 83087 $ 11,165.64
Legal Svc/Code Enforcement 12/23 83082 $ 380.50
Legal Svc/Engineering 12/23 83079 $ 1,590.00
Legal Svc/General Admin 12/23 83075 $ 1,113.00
Legal Svc/Housing 12/23 83083 $ 6,136.00
Legal Svc/HR 12/23 83077 $ 29.50
Legal Svc/Makkouk 12/23 83084 $ 1,090.59
Legal Svc/Planning 12/23 83078 $ 371.50
Legal Svc/Police 12/23 83081 $ 762.50
Legal Svc/Recreation 12/23 83080 $ 1,857.50
Litigation Svc/CVRA Challenge 12/23 83086 $ 6,814.45
Litigation Svc/General Admin 12/23 83076 $ 423.00
Litigation Svc/Ihrig 12/23 83089 $ 7,471.62
Litigation Svc/Sokmen 12/23 83085 $ 1,014.50
Litigation Svc/Youngsma 12/23 83088 $ 13,408.15
64535 122455 - ALL AMERICAN SIGN CO, INC $ 290.66
Update Banners(4)/Recreation Classes 1/10 55129 $ 290.66 64536 105442 - ALL CITY MANAGEMENT SERVICE INC $ 14,509.17 Crossing Guard Svcs(27 Hrs)/Orange & Grindlay 1/7-1/20 90674(A) $ 650.43 Crossing Guard Svcs(575.29 Hrs) 1/7-1/20 90674 $ 13,858.74

Page 12 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
64537 1200 - ANNEALTA GROUP $ 2,673.75
Svc/Lincoln Avenue Specific Plan Amendment 1/24 3096 $ 310.00 Svc/Planning Project Management/Citrus Square 10/23 3003 $ 503.75 Svc/Planning Project Manager/5665 Plaza Dr 1/24 3094 $ 775.00 Svc/Planning Project Mgr/Housing Element Implementation 1/24 3095 $ 1,085.00 64538 1619 - ARDURRA GROUP, INC-ANDERSON PENNA PARTNERS $ 1,200.00 Svc/City Engineer 1/24 145930 $ 1,200.00
64539 110860 - AT&T $ 80.48
Svc/Engineering Mobile Hotspots 1/24 1/24(H) $ 80.48
64540 110860 - AT&T $ 4.43
2481347232-Admin Phone Svc 2/24 2/24 $ 4.43
64541 110860 - AT&T $ 1,350.39
9391033695-Civic Center Phone Svc 1/24 1/24(G) $ 29.40
W/C Svc/Priority Radio Line 1/24 000021201701 $ 1,320.99 64542 110860 - AT&T $ 1.72
East Wing Fax Line 1/24 1/24(I) $ 1.72
64543 252 - AUTO ZONE, INC $ 334.34
Air Conditioner Control Module(1)/Spark Plugs(8)/Misc 1/10 5521155736 $ 334.34 64544 1232 - BANNER BANK $ 23,150.00
Retention/LA Engineering/Construct/AC Park Rehab 1/24 2-1/24 $ 23,150.00 64545 1822 - BENEFITS COORDINATORS CORPORATION BCC $ 10,028.28 Insurance/Life/LTD/STD/Optional 3/24 14074 $ 10,028.28
64546 1822 - BENEFITS COORDINATORS CORPORATION BCC $ 12,340.41 Insurance/Dental & Vision/City & Dist 2/24 B0CHR8 $ 9,582.35 Insurance/Dental & Vision/West Comm 2/24 B0CHWS $ 1,009.80 Insurance/Vision Claims/City 1/24 B0CJ73 $ 1,748.26
64547 103141 - CA FORENSIC PHLEBOTOMY, INC $ 382.38
PD Blood/Alcohol Tests(3) 1/24 2479 $ 382.38
64548 1375 - CALIBER CONSTRUCTION $ 1,200.00
Refund/Recycling Deposit/CDD-23-238/6261 Katella Ave Rfd 2/16/24 $ 1,200.00 64549 1313 - CALIFORNIA BANK & TRUST $ 2,648.01
PD Claim/Protech Construction 4/5 1017 $ 2,648.01
64550 2137 - CALIFORNIA SAFETY AGENCY RECON INDUSTRIES INC $ 1,240.00 Svc/Restroom & Tennis Court Lockup 1/24 3604-158 $ 1,240.00 64551 1998 - CEJA, SAUL $ 36.00
Meals/Use of Force & De-Escalation 12/18-12/20 Reimb 2/16/24 $ 36.00 64552 2090 - CHARTER COMMUNICATIONS HOLDINGS LLC SPECTRUM $ 2,158.71 Svc/Internet Access 1/15-2/14 1/15/24-2/14/24 $ 1,594.96 W/C Svc/Internet 1/24 218496501020124 $ 563.75
64553 115003 - COUNTY OF ORANGE $ 145,679.52
Svc/Animal Care 10/1/23-12/31/23 AC2490042 $ 145,679.52

Page 13 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
64554 115003 - COUNTY OF ORANGE $ 1,104.51
PD Svc/OC Automated Telecommunications System 1/24 SH67768 $ 1,104.51 64555 710 - COUNTY OF ORANGE SHERIFF'S DEPARTMENT OCSD $ 483.93 PD Repair/Motor Radio 9/23 STTM001736 $ 139.00
PD Repair/Radio Speaker 10/23 STTM001808 $ 344.93
64556 1622 - DANIELS TIRE SERVICE, INC $ 932.28
Vehicle Tires(7) 1/24 200495256 $ 932.28
64557 2226 - DAVID EVANS AND ASSOCIATES, INC $ 830.00
Consult/Right-of-Way Irrigation System/Water Conservation 12/23 553283 $ 830.00 64558 755 - DOMEN LAWNMOWER $ 460.57
Chains(5)/Blades(4)/Filters(3)/Misc 1/26 188596 $ 460.57 64559 1296 - EDCO CNG $ 1,433.00
Natural Gas(376.72 Gls)/Sweepers(2) 1/1-1/15 01232024-6 $ 1,213.04 Natural Gas(68.31 Gls)/Sewer Truck(1) 1/1-1/15 01232024-6(A) $ 219.96 64560 1488 - ENTERPRISE HOLDINGS INC $ 3,575.51
PD Rental Car(1) 11/10-1/9 35077484 $ 1,537.04
PD Rental Car(1) 12/11-1/19 35077484(A) $ 1,106.12
PD Rental Car(1) 12/3-1/3 35077484(B) $ 932.35
64561 2185 - ENVIRO SAFETY PRODUCTS, PUBLIC SAFETY CENTER $ 450.44 PD Exam Gloves(4K) 1/25 INV612893 $ 450.44
64562 104530 - EXPERIAN $ 78.20
PD Credit Reports 1/24 CD2410002840 $ 78.20
64563 2235 - FACILITY SOLUTIONS GROUP, INC $ 659.43
LED Lights(16) 1/31 5422210-00 $ 659.43
64564 1115 - FRONTIER $ 2,585.77
W/C Phone Svc/5627955413 2/24 2/24(B) $ 2,585.77
64565 119018 - GOLDEN STATE WATER COMPANY $ 3,221.89
Svc/Civic Center 1/24 1/24(B) $ 43.26
Svc/Lexington Park 1/24 1/24(E) $ 1,477.40
Svc/Parks Landscaping 1/24 1/24(C) $ 34.67
Svc/Parkway Maint 1/24 1/24(F) $ 1,172.16
Svc/Stanton Channel Berm 1/24 1/24(D) $ 494.40
64566 110049 - GREAT SCOTT TREE SERVICE INC $ 2,850.00
Svc/Remove Trees(3)/Manzanita Park 1/29 52071 $ 2,850.00 64567 1965 - GREENFIELDS OUTDOOR FITNESS, INC $ 176.71
Footrest(1)/Hardware(6 Pcs)/Mackay Park Exercise Equipment 1/23 S25393 $ 176.71 64568 1464 - HANLEY CHESS ACADEMY $ 1,121.25
Instruct/Chess 1/9-2/6 2/6/24 $ 1,121.25
64569 103008 - HARTZOG & CRABILL $ 3,330.00
Consult/Traffic Plan Review & Signal Timing 1/24 24-0093 $ 1,305.00 Svc/Monitor Traffic Signals 1/24 24-0092 $ 2,025.00

Page 14 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
64570 2179 - IGM TECHNOLOGY CORP $ 17,000.00
Final/Svc/Electronic Budgeting 12/19/23-12/18/24 1601 $ 17,000.00 64571 450 - INGLIS IMPORTS, INC-INGLIS POLICE DOG ACADEMY $ 200.00 PD Reg/K9 Helper/Decoy Class/JM 11/28-11/29 IPHS001122 $ 200.00 64572 102993 - ITERIS, INC $ 5,670.31
Consult/Citywide Traffic Signal Cabinet Assessment 12/23 166278 $ 5,670.31 64573 1202 - LOS ANGELES ENGINEERING INC $ 439,850.00
Construct/Arnold Cypress Park Rehab 1/24 2-1/24 $ 439,850.00 64574 109220 - MANHATTAN STITCHING CO, INC - BRENDAN SCREEN PRINT$ 357.03 PD Foil Seals(500)/PACE 1/31 99071 $ 357.03
64575 111271 - MAR-CO EQUIPMENT CO $ 2,447.20
Replace/Hydraulic Oil Level Float/Sweeper Unit #138 198864 $ 2,447.20 64576 914 - MCSHANE, CHRISTOPHER $ 36.00
Meals/SKIDDS/CATS K9 Course 1/10-1/12 Reimb 2/16/24 $ 36.00 64577 778 - MERMER, TERRY $ 36.00
Meals/SKIDDS/CATS K9 Course 1/10-1/12 Reimb 2/16/24 $ 36.00 64578 578 - MIG-MOORE IACOFANO GOLTSMAN, INC $ 5,898.75 Design/Arnold Cypress Park Rehab 12/23 0084534 $ 5,898.75 64579 122124 - MIKE RAAHAUGE SHOOTING ENTERPRISES $ 25.00 PD Svc/Shooting Range(1)/SWAT 1/18 1911 $ 25.00
64580 354 - MILLS COLLISION CENTER $ 6,732.31
Repair/Front Bumper & Lights/Unit #609 10419 $ 2,747.31 Repair/Front End Body/Unit #609 10417 $ 3,985.00
64581 80 - MORRIS, LETICIA $ 799.50
Instruct/Zumba 1/13-1/27 1/27/24 $ 265.20
Instruct/Zumba 12/2-12/16 12/16/23 $ 269.10
Instruct/Zumba Gold 1/11-1/25 1/25/24 $ 148.20
Instruct/Zumba Gold 12/7-12/14 12/14/23 $ 117.00
64582 125848 - NATIONAL SAFETY COMPLIANCE INC $ 433.58
Annual Admin Fee/Random Drug & Alcohol Testing 1/1/24-12/31/24 96807 $ 150.00 Drug Tests(3)/Alcohol Test(1) 1/23 96807(A) $ 283.58
64583 108944 - OFFICE DEPOT $ 1,146.72
Supplies/Citywide 1/24 2/19/24 $ 1,146.72
64584 2199 - OPPENHEIMER NATIONAL $ 1,687.50
Retention/Replace/Park Drinking Fountains(3) 310-E-02 $ 1,687.50 64585 111276 - ORANGE COUNTY BUSINESS JOURNAL $ 50.00
Sub/OC Business Journal/PG 12/19/23-12/18/24 1100323863 $ 50.00 64586 122725 - ORANGE COUNTY SANITATION DISTRICT $ 75,524.27 Sewer Connect Fees 1/24 1/24 $ 75,524.27
64587 129575 - PARKHOUSE TIRE INC $ 699.03
Sweeper Tire(1)/Trailer Tires(2) 1/6 1020278101 $ 699.03

Page 15 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
64588 1970 - PERFORMANCE PICKLEBALL, LLC $ 806.00
Instruct/Pickleball 1/10-1/31 1/31/24 $ 806.00
64589 2386 - POMONA VALLEY TOWING $ 350.00
PD Svc/Vehicle Towing/Criminal Investigation #DR24-00117 1/22 30766 $ 350.00 64590 254 - QUALITY CODE PUBLISHING, LLC $ 1,305.00
Codification Website Maint & Storage 1/1/24-12/31/24 GC00124254 $ 1,305.00 64591 580 - R.J. NOBLE COMPANY $ 790,604.06
Construct/Arterial Street Rehab 1/24 238736 $ 790,604.06 64592 2218 - READWRITE EDUCATIONAL SOLUTIONS INC $ 113.10 Instruct/Reading & Math Development 1/10-1/31 1/31/24 $ 113.10 64593 109096 - S.C. SIGNS & SUPPLIES, LLC $ 206.88
Street Signs(4) 1/30 244850 $ 206.88
64594 106893 - SAFESHRED $ 40.00
W/C Svc/Shredding 1/16 348376 $ 40.00
64595 2194 - SAFETY-KLEEN SYSTEMS, INC $ 50.00
Svc/Disposal/Used Antifreeze(50 Gls) 1/18 93680496 $ 50.00 64596 130328 - SHOETERIA $ 163.71
Safety Shoes(1)/DBetancourt 1/29 0061315IN $ 163.71
64597 165 - SKYLINE SAFETY & SUPPLY-PATRICIA SONTAG $ 224.37 Rain Jackets(2)/Rain Boots(1 Pr)/Rain Pants(2) 2/3 8176 $ 224.37 64598 119051 - SMART & FINAL (REC & PARKS) $ 125.09
Food/Playground/Kids Night Out 1/18 20031101 1/18/24 $ 33.06 Food/Teens Night Out 1/18 20031302 $ 43.05
Supplies/Comm Center 1/16 20029001 1/16/24 $ 45.22
Supplies/Teens Night Out 1/18 20031201 1/18/24 $ 3.76
64599 108459 - SMART & FINAL-POLICE ACCT $ 398.25
PD Hot Cups(950)/Spoons(500) 1/29 0003901 1/29/24 $ 126.39 PD Knives(500)/Forks(500) 1/26 0059403 1/26/24 $ 28.25
PD Supplies/Breakroom 1/5 0003601 1/5/24 $ 199.05
PD Trash Bags(80) 1/17 0013801 1/17/24 $ 44.56
64600 119016 - SO CAL EDISON $ 103,842.59
700351486618 Svc/Willow Park 1/24 1/24(D) $ 482.02
700370018870 - Svc/Traffic Signal 1/24 1/24(C) $ 107.24 700428641933 Svc/Mackay Park 1/24 1/24(B) $ 127.63
Svc/Citywide 12/12-1/10 12/12/23-1/10/24 $ 103,125.70
64601 1987 - SON, YOUNGJUN $ 72.00
Meals/Field Training Officer 1/16-1/20 Reimb 2/16/24 $ 60.00 Meals/Mental Health Decision Making 12/7 Reimb(A) 2/16/24 $ 12.00 64602 543 - SORVILLO, BRYAN $ 9,204.75
Instruct/Group Tennis 1/3-2/9 2/9/24 $ 8,784.75
Instruct/Private Tennis Lessons 1/24 1/24 $ 84.00
Instruct/Private Tennis Lessons 11/23 11/23 $ 336.00

Page 16 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
64603 125888 - SPARKLETTS $ 226.68
Maint Bottled Water 1/24 4106666 1/24 $ 158.85
Print Shop Bottled Water 1/24 4105217 1/24 $ 19.95
W/C Bottled Water 1/24 4089647 1/24 $ 47.88
64604 1969 - SPINDOLA, CHRISTOPHER $ 60.00
Meals/Field Training Officer 11/16-11/20 Reimb 2/16/24 $ 60.00 64605 116238 - STAPLES BUSINESS ADVANTAGE $ 381.36
Supplies/Citywide 1/24 2/19/24 $ 381.36
64606 119024 - STATE COMP INSURANCE FUND $ 1,769.33
W/C Workers Comp Insurance 1/30-2/29 1001574630 $ 1,769.33 64607 2378 - TEAMCIVX, LLC $ 7,200.00
Svc/Education & Outreach/Housing Element Ballot Measure 1/24 1736 $ 7,200.00 64608 851 - THE UPS STORE, #5882 $ 225.00
Svc/Fingerprints(1)/Rec Contractors 1/24 2/1/2024(C) $ 25.00 Svc/Fingerprints(1)/Recreation 1/24 2/1/2024(A) $ 25.00 Svc/Fingerprints(3)/Rec Volunteers 1/24 2/1/2024(B) $ 75.00 Svc/Fingerprints(4)/City 1/24 2/1/2024 $ 100.00
64609 127207 - UNDERGROUND SVS ALERT OF SO CA $ 108.00
Svc/DigAlert Tickets 1/24 120240211 $ 108.00
64610 1139 - UNIFIRST CORP $ 848.91
Uniforms/Mats/Mops/Towels 1/24 1/24 $ 848.91
64611 100308 - UNITED MAINTENANCE SYSTEMS $ 18,741.00
Svc/Janitorial/Citywide 1/24 15687 $ 5,286.50
Svc/Janitorial/Park & Rec Facilities 1/24 15689 $ 7,980.00 Svc/Janitorial/Park Restrooms(8) 1/24 15688 $ 4,687.50
Svc/Weekend Enhanced Cleaning/PD 1/24 15686 $ 787.00
64612 1997 - VACCARO, FRANK WEST COAST OFFICIALS $ 330.00 Officials(5 Games)/Youth Basketball 1/25 & 2/2 1604 $ 330.00 64613 2089 - VAZQUEZ, JORGE M GREASE AWAY $ 600.00
Svc/Clean Exhaust Hood/Sr Center Kitchen 1/18 2277 $ 600.00 64614 1992 - VOORHEES, RONDA $ 267.80
Instruct/Piano 1/17-1/24 1/24/24 $ 267.80
64615 2142 - VRC COMPANIES, LLC VITAL RECORDS HOLDINGS, LLC $ 264.38 Off-Site Records Storage/Retrieval 2/24 4037812LAX1 $ 264.38 64616 1993 - WATANABE , BRYCE I $ 1,392.30
Instruct/Karate 1/8-2/7 2/7/24 $ 1,392.30
64617 127591 - WEST COAST SAND & GRAVEL $ 532.29
Sandbag Sand(26 Tons) 1/31 695129 $ 532.29
64618 2193 - WEST GROVE VOLLEYBALL, LLC $ 286.65
Instruct/Volleyball 1/7-1/28 1/28/24 $ 286.65

Page 17 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
64619 1341 - WESTERN AUDIO VISUAL $ 6,010.65
Maint/Audio-Visual System/Council Chambers 3/2/24-3/1/25 20172 $ 6,010.65 64620 2376 - WESTERN HIGH SCHOOL $ 350.00
Refund/Rental Fee & Deposit/Contract #8273 Rfd 2/16/24 $ 350.00 64621 2058 - WHITE, LEANGELO $ 1,392.00
Meals/Drug Abuse Recognition 12/5-12/7 Reimb(A) 2/16/24 $ 36.00 Meals/Use of Force & De-Escalation 12/18-12/20 Reimb 2/16/24 $ 36.00 Tuition/Intro to Programming/Spring 2024 Tuit 2/16/24 $ 1,320.00 64622 2284 - WURSTHORN, JOSHUA $ 24.00
Meals/Firearms Basic Rifle 12/22-12/23 Reimb 12/16/24 $ 24.00 64623 2273 - YOUNG REMBRANDTS NORTH ORANGE COUNTY BI DAN YU $ 696.80 Instruct/Youth Drawing 1/2-1/30 1/30/24 $ 696.80
64624 0 - ELITE SOCCER CLUB $ 187.00
Refund/Facility Rental Fee/Contract #8449 2/1-2/8 Rfd 2/16/24 $ 187.00 64625 0 - JAGAN, SRIVIDHYA $ 33.00
Refund/Intermediate Volleyball 2/4-2/25 Rfd 2/16/24 $ 33.00 64626 0 - KIM, ROBERT $ 500.00
Refund/Recycling Deposit/CDD-23-294/5502 Kanel Circle Rfd 2/16/24 $ 500.00 64627 0 - MELIA HOMES $ 50,000.00
Refund/Water Quality Improvement/Vessels Circle Rfd 2/16/24 $ 50,000.00 64628 0 - RICHMAN, JENNIFER $ 147.00
Refund/Skyhawks Multi-Sport 1/27-3/23 Rfd 2/16/24 $ 147.00 64629 0 - SUN, SHIHFEN $ 500.00
Refund/Recycling Deposit/CDD-24-24/5752 Karen Ave Rfd 2/16/24 $ 500.00 64630 0 - WASSERMAN, GARY $ 54.00
Refund/Pee Wee Baseball 1/25-2/29 Rfd 2/16/24 $ 54.00
64631 1494 - LOZEAU CONSULTING, TRAINING & INVESTIGATIONS $ 100.00 PD Reg/Homeless Liaison Officer/AS 7/11 PD Reg 7/11 $ 100.00 64632 106914 - ADMINSURE $ 6,954.00
Workers Comp Claims Admin 2/24 16666 $ 3,477.00
Workers Comp Claims Admin 3/24 16742 $ 3,477.00
64633 270 - AITHAL, DARSHINI $ 228.80
Instruct/Chair Yoga 12/5-12/19 12/19/23 $ 100.10
Instruct/Flow Yoga 12/4-12/18 12/18/23 $ 128.70

Page 18 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
64634 100723 - ALESHIRE & WYNDER, LLP $ 36,214.55
Legal Svc/CA Aware 1/24 83809 $ 1,563.00
Legal Svc/Code Enforcement 1/24 83804 $ 115.50
Legal Svc/Engineering 1/24 83800 $ 291.50
Legal Svc/Finance 1/24 83801 $ 715.50
Legal Svc/General Admin 1/24 83797 $ 4,107.50
Legal Svc/Housing 1/24 83805 $ 1,445.50
Legal Svc/HR 1/24 83799 $ 1,787.70
Legal Svc/Makkouk 1/24 83806 $ 16.00
Legal Svc/Police 1/24 83803 $ 265.00
Legal Svc/Recreation 1/24 83802 $ 737.00
Litigation Svc/CVRA Challenge 1/24 83808 $ 8,112.50
Litigation Svc/General Admin 1/24 83798 $ 1,884.50
Litigation Svc/Singh 1/24 83811 $ 1,157.50
Litigation Svc/Sokmen 1/24 83807 $ 4,480.35
Litigation Svc/Youngsma 1/24 83810 $ 9,535.50
64635 105442 - ALL CITY MANAGEMENT SERVICE INC $ 14,842.09 Crossing Guard Svcs(27 Hrs)/Orange & Grindlay 1/21-2/3 90977(A) $ 650.43 Crossing Guard Svcs(589.11 Hrs) 1/21-2/3 90977 $ 14,191.66 64636 1619 - ARDURRA GROUP, INC-ANDERSON PENNA PARTNERS $ 39,271.60 Inspect/City Hall Restroom Improvements 1/24 146151 $ 8,468.75 Inspect/HVAC & Roof/Community Center 1/24 146138 $ 16,264.00 Inspect/LED Street Name Sign Upgrades 1/24 146140 $ 4,408.00 Inspect/Parking Lot Resurfacing/Veteran & Cedar Glen Parks 1/24 146148 $ 3,608.85 Inspect/Sr Center Interior Improvements 1/24 146139 $ 6,218.00 Inspect/Various Non-CIP Engineering Permits 1/24 146137 $ 304.00 64637 110860 - AT&T $ 824.23
Svc/Internet Access 1/24 21200543 $ 824.23
64638 110860 - AT&T $ 485.45
Cell Svc/Maint 2/24 2/24(D) $ 54.56
Cell Svc/PD 2/24 2/24(B) $ 234.76
Svc/Planning iPads 2/24 2/24(C) $ 66.44
Wireless Svc/Sewer Truck & Myra Pump Station #2 2/24 2/24(A) $ 129.69 64639 110860 - AT&T $ 4,022.74
9391033694-PW Phone Svc 1/24 1/24(J) $ 79.60
9391033698-PW Phone Svc 1/24 1/24(K) $ 29.71
Phone Svc/Multi-Line 1/13-2/12 1/13/24-2/12/24 $ 3,913.43 64640 109327 - BEE REMOVERS - HONEYCOTT, INC $ 140.00
Svc/Bee Removal 2/14 602044 $ 140.00
64641 111259 - BON AIR, INC $ 182,067.50
Construct/HVAC & Roof/Comm Center 12/15-2/12 2-1/24 $ 182,067.50

Page 19 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
64642 2205 - BP FORD OF LONG BEACH $ 2,035.26
Replace/Catalytic Converter/Unit #615 FOCB711532 $ 983.84 Replace/Coolant Hose/Unit #605 210969FOW $ 60.64
Replace/Steer Column Housing/Unit #626 FOCB711547 $ 990.78 64643 1600 - BRIGHTVIEW LANDSCAPE SERVICES, INC $ 38,961.90 Svc/Landscape/Berm 1/24 8749179 $ 3,080.00
Svc/Landscape/Berm 12/23 8705611 $ 3,080.00
Svc/Landscape/Park & Rec Facilities 2/24 8769197 $ 32,801.90 64644 103197 - CALIFORNIA PARK & REC SOCIETY - CPRS $ 20.00 Reg/Recreation Leader Training Consortium/CK & HH & VB & TW 2/3 019 $ 20.00 64645 2118 - CASC ENGINEERING AND CONSULTING, INC $ 14,832.50 Consult/Modernization & Integration/Business Park Plans 1/24 0050649 $ 14,832.50 64646 123012 - CHARLES ABBOTT ASSOCIATES $ 5,985.00
Svc/Fats, Oil & Grease/NPDES Inspection 1/24 67019 $ 5,985.00 64647 2090 - CHARTER COMMUNICATIONS HOLDINGS LLC SPECTRUM $ 2,886.57 Svc/Internet Access 2/15-3/14 2117021724 $ 1,594.96
W/C CAD/RMS Ethernet Connection 2/4-3/3 0026082020524 $ 1,291.61 64648 109273 - CITY OF TUSTIN-HUMAN RESOURCES $ 250.00
Dues/OC Human Resources Consortium/HR 2024 Dues/HR 2024 $ 250.00 64649 129539 - COAST RECREATION INC $ 1,552.13
Play Equipment Block Climbers(2)/Peppertree Park 2/7 15607 $ 1,552.13 64650 1439 - CORODATA MEDIA STORAGE, INC $ 170.66
Offsite Data Storage 1/24 DS1307796 $ 170.66
64651 2356 - CORRAL CONSTRUCTION & DEVELOPMENT INC. $ 60,325.00 Construct/City Hall Public Restroom Remodel 2/24 873422 $ 60,325.00 64652 115003 - COUNTY OF ORANGE $ 5,932.50
Parking Violations 1/24 1/24 $ 5,932.50
64653 116854 - DATA TICKET INC-MSB $ 1,410.73
Parking Citation Processing 1/24 161462 $ 1,410.73
64654 108921 - DEPT OF HOUSING-DIVISION OF CODES & STANDARDS $ 4,585.00 Fee/Cypress Mobile Home Park 2024 2024(A) $ 735.00
Fee/Lincoln Center Mobile Home Park 2024 2024 $ 3,850.00 64655 100707 - DEPT OF JUSTICE ACCT OFFICE CASHIER UNIT $ 633.00 Svc/Fingerprints(1)/Recreation 1/24 713302(A) $ 32.00
Svc/Fingerprints(2)/Recreation Contractor 1/24 713302(C) $ 64.00 Svc/Fingerprints(4)/City 1/24 713302 $ 128.00
Svc/Fingerprints(6)/PD 1/24 713302(B) $ 409.00
64656 1296 - EDCO CNG $ 785.58
Natural Gas(243.97 Gls)/Sweeper(1) 1/16-1/31 02062024-6 $ 785.58 64657 129120 - EMPLOYMENT DEVELOPMENT DEPT $ 5,253.00
Unemployment Insurance 10/1/23-12/31/23 10/1/23-12/31/23 $ 5,253.00

Page 20 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
64658 1488 - ENTERPRISE HOLDINGS INC $ 1,564.48
PD Rental Car(1) 11/11-12/11 108005408706 $ 778.34
PD Rental Car(1) 11/3-12/3 108005408682 $ 786.14
64659 2185 - ENVIRO SAFETY PRODUCTS, PUBLIC SAFETY CENTER $ 443.41 PD Exam Gloves(4K) 2/20 INV614906 $ 443.41
64660 2054 - FAST UNDERCAR BM INDUSTRY INC $ 208.80
Control Arms(2) 2/15 27FF4984 $ 208.80
64661 100594 - FIVE STAR FIRE PROTECTION INC $ 1,842.93 Inspect/Fire Sprinkler System/Comm Center 12/14 70253 $ 470.81 Inspect/Fire Sprinkler System/Maint Yard 12/14 70254 $ 357.75 Inspect/Fire Sprinkler System/Oak Knoll Park Snack Shack 12/14 70256 $ 435.81 Inspect/Fire Sprinkler System/Sr Center 12/14 70255 $ 578.56 64662 1115 - FRONTIER $ 139.01
7148996947 - Phone Svc/Sewers 3/24 3/24 $ 60.99
W/C Phone Svc/5624931036 3/24 3/24(A) $ 78.02
64663 119018 - GOLDEN STATE WATER COMPANY $ 36,454.03
Svc/Athletic Fields 1/24 1/24(J) $ 8,683.80
Svc/Civic Center 1/24 1/24(L) $ 1,917.56
Svc/Community Center 1/24 1/24(H) $ 43.26
Svc/Maint Yard Landscaping 1/24 1/24(G) $ 476.39
Svc/Parks Landscaping 1/24 1/24(M) $ 6,269.01
Svc/Parks Landscaping 2/24 2/24(A) $ 683.56
Svc/Parkway Maint 1/24 1/24(N) $ 9,436.49
Svc/Parkway Maint 12/23 12/23(O) $ 571.75
Svc/Parkway Maint 2/24 2/24(B) $ 5,916.08
Svc/Sr Center 1/24 1/24(I) $ 645.30
Svc/Sr Center 12/23 12/23(N) $ 95.68
Svc/Stanton Channel Berm 1/24 1/24(K) $ 1,236.94
Svc/Storm Drain 2/24 2/24 $ 478.21
64664 1937 - GOVERNMENT TRAINING AGENCY $ 517.00
PD Reg/Records Supervisor Course/NB 2/26-3/1 PD Reg 2/26-3/1 $ 517.00 64665 123002 - GRAINGER $ 441.56
Absorbent(1.5K) 2/15 9019194852 $ 441.56
64666 110815 - GRIFFIN STRUCTURES INC $ 37,877.56
Construct Mgmt/Arnold Cypress Park Rehab 1/24 GSICACCPR448-02 $ 37,877.56 64667 128739 - HOME DEPOT CREDIT SVC-MAINT $ 3,118.79
Supplies/Maint 1/24 3/1/24 $ 3,118.79
64668 117233 - HOME DEPOT CREDIT SVC-REC #0720 $ 77.97
Supplies/Facility Operations/Comm Center 1/31 6510338 $ 77.97

Page 21 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
64669 120061 - HOSE MAN, THE $ 71.70
Hydraulic Hose(1)/Fitting(1) 2/12 00056652 $ 71.70
64670 103024 - JHM & CARSON SUPPLY $ 163.26
Irrigation Valve(1)/PVC Cement(1 Pint)/Misc 2/12 93467/3 $ 163.26 64671 2039 - KELLY SPICERS INC KELLY SPICER STORES $ 625.03 Specialty Paper(8 Rms) 2/26 11550057 $ 625.03
64672 933 - LSA ASSOCIATES, INC $ 31,012.10
Consult/Housing Element/Enviro Impact Report 1/24 192300 $ 21,997.50 Consult/Mitigated Negative Declaration/5665 Plaza Dr 1/24 192297 $ 5,666.00 Consult/Mitigated Negative Declaration/Business Park 1/24 192295 $ 3,348.60 64673 109220 - MANHATTAN STITCHING CO, INC - BRENDAN SCREEN PRINT$ 206.88 Polo Shirts(8)/Recreation Staff 1/17 98909 $ 206.88
64674 111271 - MAR-CO EQUIPMENT CO $ 569.35
Dual Swivel Skimmer(1)/Filter(1)/Filter Elements(2) 1/22 198775 $ 569.35 64675 122345 - MUSCO SPORTS LIGHTING LLC $ 475.00
Svc/Remote Light Controller/Oak Knoll Park 2024 418470R $ 475.00 64676 129724 - NAPA AUTO PARTS - SO CAL AUTO & TRUCK PARTS INC $ 1,480.66 Brake Rotors(6)/Brake Pads(2)/Carb Cleaner(12 Cans)/Misc 1/22 451746 $ 876.96 Couplings(4)/Hose Fittings(8)/Misc 2/15 453656 $ 351.72 Wipers(6)/Fuel Filters(2)/Misc 2/14 453543 $ 251.98
64677 122610 - OC CHIEFS OF POLICE AND SHERIFF ASSOC $ 200.00 PD Reg/2024 Chiefs & Sheriffs Assoc Workshop/ML 4/9-4/12 PD Reg 4/9-4/12 $ 200.00 64678 492 - PAUL'S CAR WASH & LUBE CENTER-FIRESTONE HAND WASH $ 374.67 Svc/Car Wash/PD(32)/PW(1) 1/24 2166 $ 374.67
64679 100870 - POSTMASTER -CYPRESS POST OFFICE $ 3,500.00 Postage/City & Recreation Newsletter 4/24 3/1/24 $ 3,500.00 64680 119016 - SO CAL EDISON $ 6,480.29
700003851853 Svc/Parkways 1/24 1/24(E) $ 554.54
700564248438 Svc/Traffic Signals 1/24 1/24(F) $ 3,231.99 700710877173 - Svc/Lexington Park 2/24 2/24 $ 2,693.76
64681 119017 - SO CAL GAS CO $ 96.84
08131074000 Svc/Storm Drain 2/24 2/24 $ 20.21
14011061398 Svc/Storm Drain 2/24 2/24(B) $ 35.61
16111070716 Svc/Storm Drain 2/24 2/24(A) $ 41.02
64682 1279 - SOUTHERN CALIFORNIA SHREDDING, INC $ 65.00 PD Svc/Shredding 2/12 247481 $ 65.00
64683 125888 - SPARKLETTS $ 135.66
Comm Center Bottled Water 1/24 4104724 1/24 $ 3.99
PD Bottled Water 1/24 4104648 1/24 $ 115.71
Sr Center Bottled Water 1/24 4104716 1/24 $ 15.96
64684 122963 - STERICYCLE INC $ 45.50
PD Med Waste Removal 2/24 8005992656 $ 45.50

Page 22 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
64685 1137 - TAOIPU, PATRICK $ -
Instruct/Basic Hula 1/16-3/19 3/19/2024 $ -
Instruct/Intermediate Hula 1/16-3/19 3/19/24(A) $ -
64686 588 - THE COUNSELING TEAM INTERNATIONAL $ 2,325.00 PD Svc/Employee Counseling 1/24 89653 $ 1,000.00
PD Svc/Employee Counseling 2/24 90308 $ 1,000.00
W/C Svc/Psych Eval(1) 1/25 90520 $ 325.00
64687 1242 - UNIFORM DEPOT, INC-MR UNIFORM $ 3,037.10
PD Safety Gear/Aide CSorenson 7810-1 Revised $ 566.66
PD Uniform/Aide ABecerra 7811 $ 987.96
PD Uniform/Aide ABecerra 7814 $ 96.36
PD Uniform/Aide Brosete 7807 $ 37.23
PD Uniform/Aide Brosete 7813 $ 55.85
PD Uniform/Aide CSorenson 7810-2 Revised $ 601.81
PD Uniform/Trainee JPerez 7809 $ 201.32
PD Uniform/Volunteer RVoet 7808 $ 217.58
PD Uniform/Volunteer TSibley 7812 $ 272.33
64688 129595 - VERIZON WIRELESS - CA $ 61.59
Cell Svc/Rec 2/24 2/24 $ 61.59
64689 1974 - YUNEX LLC $ 9,146.25
Repair/Traffic Signals 1/24 5610001366 $ 4,117.25
Traffic Signal Maint 1/24 90001442 $ 5,029.00
64690 0 - AMERICAN DREAM PROPERTY, LLC $ 2,593.75
Refund/Review for LTP Modern Machine Warehouse/SRP23-01 Rfd 3/1/24 $ 2,593.75 64691 0 - CORONA, FRANKY $ 49.00
Refund/Rental Fee/Contract #8449 Rfd 3/1/24 $ 49.00
64692 61 - FRANCHISE TAX BOARD $ 526.51
Tax Withholding 3/1/24 3/1/24 $ 526.51
64693 1137 - TAOIPU, PATRICK $ 1,579.49
Instruct/Basic Hula 1/16-3/19 3/19/24Reissue $ 131.62
Instruct/Intermediate Hula 1/16-3/19 3/19(A)Reissue $ 1,447.87 64694 130114 - USPS -HASLER $ -
Postage 3/24 3/24 $ -
64695 0 - PIRRUCCELLO, ALAN $ 1,000.00
Refund/Recycling Deposit/4018 Via Encinas Rfd 7/21/23 $ 1,000.00 64696 1535 - HERNANDEZ, JENNIFER $ 160.00
Reimb/CA Homicide Investigators Assoc Conference 8/15-8/18 Reimb 9/15/23 $ 160.00 64697 0 - YOON, KEVIN $ 1,000.00
Refund/Recycling Deposit/CDD-23-17/5612 Vonnie Lane Rfd 3/7/24 $ 1,000.00 62759 1494 - LOZEAU CONSULTING, TRAINING & INVESTIGATIONS $ (100.00) PD Reg/Homeless Liaison Officer/AS 7/11 PD Reg 7/11 $ (100.00)

Page 23 of 24 ends

EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount City of Cypress
Payment Register
02/10/24 - 03/08/24
63101 0 - PIRRUCCELLO, ALAN $ (1,000.00)
Refund/Recycling Deposit/4018 Via Encinas Rfd 7/21/23 $ (1,000.00) 63507 1535 - HERNANDEZ, JENNIFER $ (160.00)
Reimb/CA Homicide Investigators Assoc Conference 8/15-8/18 Reimb 9/15/23 $ (160.00) 64424 0 - CHO, JEONG Y $ (1,000.00)
Refund/Recycling Deposit/CDD-23-17/5612 Vonnie Lane Rfd 1/19/24 $ (1,000.00) Total EFTs $ 569,507.91 $ 569,507.91
Total Warrants 2,440,688.37 2,440,688.37
Transfer to Payroll (W1523) 750,824.90 Payroll 02/02/24-02/16/24 750,824.90 Transfer to Payroll (W1524) 807,343.15 Payroll 02/16/24-03/01/24 807,343.15 Grand Totals $ 4,568,364.33 $ 4,568,364.33

Page 24 of 24 ends

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 14.

FROM: Alisha Farnell, City Clerk
DATE: 03/25/2024
SUBJECT: Approve a Service Agreement for Electronic Filing of Campaign Disclosure Statements, Statements of Economic Interest (Form 700), and Ethics Training Module

RECOMMENDATION
Approve an agreement with NetFile, Inc. in an amount not to exceed $7,000 annually for electronic filing systems for campaign disclosure statements, statements of economic interest (Form 700), and an ethics training module.

DISCUSSION
In accordance with the provisions of the Government Code, the City of Cypress Charter, the Municipal Code, and the Conflict of Interest Code, the City Clerk is the filing officer for required campaign disclosure statements for city campaign committees and candidates, as well as statements of economic interest (Form 700) filed by Council Members, Commissioners, and designated employees and consultants. Per the Government Code, the filing officer is responsible for accepting, reviewing and providing public access to filed statements. Additionally, recent changes in state law require the filing officer to make all campaign disclosure statements available on the internet within 72 hours of each filing deadline.

Currently, the City Clerk's office receives all required statements and reports in paper form.

Once filed, the City Clerk's office manually reviews, scans, redacts and posts all documents online for public access. This manual system requires a significant amount of staff resources to implement. An electronic filing system will streamline this process and provide a user-friendly online filing portal for campaign committees, candidates, Council Members, Commissioners, and City employees and consultants.

The City Clerk's office recently requested presentations and quotes from vendors known to provide electronic filing systems for campaign disclosure statements and statements of economic interests as required by the Fair Political Practices Commission (FPPC). All electronic filing systems must be approved by the FPPC under state law. Based on the vendor presentations, the City Clerk's office recommends the City Council approve the attached service agreement with Netfile, Inc. for electronic filing systems for campaign disclosure statements, statements of economic interest (Form 700), and an ethics training module.

NetFile, established in 1998, was the first company to e-file a campaign finance disclosure statement in California. The NetFile system was created specifically for cities and counties responsible for administering campaign disclosure statements and statements of economic interest, meets the requirements of the state, and allows for increased transparency as the data submitted in the system is more searchable and can be easily downloaded for analysis by the public. In terms of security, the NetFile system is a web-based, vendor-hosted application that utilizes industry best practices for securing data, using the same data encryption for online filings that is used by banks for online banking. NetFile stores and backs up data at three separate locations, creating the essential safety measures and redundancy that will allow for recovery of information in the event of an emergency or disaster. The City's data will be retained in compliance with state and local regulations.

One component unique to the NetFile system is the ethics training module. Currently, the City utilizes a free ethics training module offered by the FPPC. However, state funding for the FPPC's training module was set to expire in 2024 and the future of the module is unknown. Approving the service agreement with NetFile will ensure the City can continue providing ethics training to its Council Members, Commissioners, and designated employees as required under state law.

BUDGET IMPACT
The annual fee for services under Netfile's service agreement is $7,000 for the duration of the agreement. Sufficient amounts are available in the General Fund budget for the remainder of the fiscal year and future budgets will incorporate the annual service fees.

LEGAL REVIEW
The agreement has been reviewed by the City Attorney's office.

APPROVED BY: Peter Grant, City Manager
Attachments
Service Agreement
2707‐A Aurora Ct
Mariposa, CA 95338
Phone (209) 742‐4100

SERVICEAGREEMENT
USER

INFORMATION USERNAME
City of Cypress
USERNAME – BILL TO

SAME ADDRESS
5275 Orange Ave

ADDRESS
CITY
Cypress
STATE
CA
ZIP
90630

CITY STATE ZIP

PRIMARYCONTACT
Alisha Farnell
PHONE #
(714) 229-6714
AP CONTACT PO #
EMAIL
[email protected]
FAX AP EMAIL AP PHONE #

SYSTEM INFO & FEATURES
System Cost per
System
Form 700 E‐Filing & Admin System (55 filers)
Campaign E-Filing & Admin System
Ethics Training Add-on (55 filers )
Total for all Systems: $7,000/year ongoing
Features of NetFile Systems
‐Hosted platform provided by NetFile ‐ Kiosk mode to view unredacted filings in User’s office ‐24/7/365 access for filers and public to use ‐ Unlimited support and training to User ‐Admin application to manage filers and filings ‐ E‐mail based support to filers ‐Filer application for filers to create and file filings ‐ Includes Ethics & Sexual Harassment Training Tracking ‐Public viewing portal - NetFile pays for initial FPPC Paperless application fee.

AUTHORIZATION
U S E R A G R E E S T O P A Y N E T F I L E F O R S E R V I C E S I D E N T I F I E D I N ACCORDANCE W ITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.

AGREEMENT TERM IS STARTING ONTHE DATE IDENTIFIED ABOVE. YOU ACKNOWLEDGE RECEIPT AND AGREE TO THE TERMS AND CONDITIO N S OF THIS AGREEMEN T AND ACKNOWLEDGE THAT THE AGREEMENT IS NOT BINDING ON NETFILE UNTIL SIGNED BY BOTH PARTIES.

COMPANY
NetFile, Inc.

AUTHORIZEDSIGNATURE AUTHORIZEDSIGNATURE

PRINTNAME PRINTNAME
Tom Diebert

TITLE TITLE
Vice President & COO

DATE DATE
12/1/2023
Service Agreement Terms and Conditions

1. This Agreement providesto User a hosted electronic filing and administration system developed and maintained by NetFile. The system permitsfilers authorized by User to electronically file their respective FPPC forms. The FPPC formsthat are electronically filed are dependent upon which system(s) that User agreesto pay for. If the User agreesto pay for the Form 700 E‐Filing and Administration System, their filers will be able to create and electronically file FPPC Form 700 statements. If the User agrees to pay for the Campaign E-Filing and Administration System, their filers will be able to create and electronically file their Campaign Statements. Both systems are covered by NetFile’s unlimited support and training policy. All NetFile systems come with a public viewing portal that automatically displaysfilings online in redacted form. The Form 700 E‐filing system meetsthe requirements of AB 2062 for paperless filing in CA. The Campaign E-Filing system meets the requirements of AB2452 for paperless filing in CA. Both systems allow for paper filed documentsto be stored as an unredacted document and uploaded (when redacted by User) to view on the public portal. NetFile pays for User's FPPC application fees.

2. It isthe responsibility of NetFile to securely store User data and maintain backups using industry best practices. All data created by User or User’s filersis the property of the User. All applications and their source code are the property of NetFile. It isthe responsibility of NetFile to provide secure and safe system access for both User and the User’s filers using industry best practices. NetFile’s systems are guaranteed to have 99% uptime. Any planned maintenance of NetFile systems will be communicated at least a week in advance of the maintenance occurring.

3. NetFile warrants and representsthat it isthe owner of or has acquired the rights to use (including derivative rights) the software, technology or otherwise that is required to provide all related materials and servicesset forth in this Service Agreement, without violating any rights of any third party, and there is currently no actual or threatened suit by any such third party based on an alleged violation ofsuch third-party rights by NetFile.

4. NetFile further warrantsthat (i) the NetFile servers will be free of any Harmful Code (as defined below), and (ii) NetFile will not interfere with or disrupt User or the User’sfilers use of the System. The term “Harmful Code” means any software code with the ability to damage, interfere with, or adversely affect computer programs, data files, or hardware without the consent or intent of the computer user. This definition includes, but is not limited to, self‐replacing and self‐propagating programming instructions commonly called “viruses,” “Trojan horses” and “worms.” NetFile agreesto implement reasonable procedures adequate to prevent any software, link or code provided to User hereunder from being contaminated with Harmful Code. If NetFile learns of or suspectsthe existence of any Harmful Code, NetFile will immediately notify User and make every effort to remove the Harmful Code.

5. NetFile shall not discriminate on the basis of race, gender,religion, national origin, ethnicity, sexual orientation, age or disability in the solicitation, selection, hiring, ortreatment of subcontractors, vendors or suppliers. NetFile shall provide equal opportunity for subcontractors to participate in subcontracting opportunities. NetFile understands and agreesthat violation of this clause shall be considered a material breach of the Service Agreement and may result in Service Agreement termination.

6. Subject to the limitationsset forth in Section 7 below, NetFile agreesto indemnify, protect, defend, and hold harmlessthe User, and its employees and filers from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney’sfeesin providing a defense to any claim, arising from NetFile’s negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the performance of the Services by NetFile, its agents, subcontractors and/or assigns under this Service Agreement.

7. The maximum liability to the User by NetFile and its licensors, if any, under this Service Agreement, or arising out of any claim by the User related to NetFile’sservices, products, equipment or software for direct damages, whether in contract, tort or otherwise, shall be limited to the total amount of fees received during the last 12 months by NetFile from the User hereunder up to the time the cause of action giving rise to such liability occurred. In no event shall NetFile or itslicensors be liable to the User for any indirect, incidental, consequential, or special damagesrelated to the use of NetFile’s services, products, equipment or software or NetFile’sfailure to perform its obligations under this agreement, even if advised of the possibility of such damages, regardless of whether NetFile or itslicensors are negligent. Provided, however, that for any peril or exposure insured against under the insurance required, the limits of liability to the User by NetFile shall not be lessthan the amount of applicable, valid, and collectible insurance set forth in this Agreement.

8. During the term of this Service Agreement, NetFile shall purchase and maintain in full force and effect, at no cost to User insurance policies with respect to employees assigned to the performance ofservices under this Service Agreement with coverage amounts asfollows: Commercial General Liability Insurance of $2,000,000 each occurrence, $4,000,000 general aggregate, $1,000,000 personal injury; Workers’ Compensation Insurance of ($1,000,000) policy limit Illness/Injury by disease, and ($1,000,000) for each Accident/Bodily Injury.

9. NetFile and its employees, agents and representatives will not, without the prior written consent of User in each instance, use in advertising, publicity or otherwise the name of User or any affiliate of User, or any officer or employee of User, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, agreement or simulation thereof owned by User or its affiliates, nor represent, directly or indirectly, that any product or service provided by NetFile has been approved or endorsed by User, nor refer to the existence of this Service Agreement in pressreleases, advertising or materials distributed to prospective customers. Notwithstanding the foregoing, NetFile may acknowledge, when asked, that the User is a NetFile client.

10. Either User or NetFile may terminate this Service Agreement without cause by giving the other Party written notice (“Notice of Termination”) which clearly expresses that Party’sintent to terminate the Agreement. Notice of Termination shall become effective no less than thirty (30) calendar days after a Party receives such notice. After either Party terminatesthe Agreement, NetFile shall discontinue further services as of the effective date of termination, and User shall pay NetFile for all Servicessatisfactorily performed up to such date. Upon termination, NetFile will provide a copy of all data created by User within 10 working days of effective termination date.

11. User accepts any and all liability resulting from the placement of documentsscanned by the User that are made available on the Internet for public viewing through the services of NetFile.

In no event does NetFile accept liability created by any documentscanned into the system by the User.

12. Except as otherwise indicated herein, this Agreement will commence on the start date and remain in effect throughout the Term asstated on the signature page. Upon expiration, this Agreement will automatically renew on a quarterly or annual basis unless User provides NetFile with written notice of itsintent to cancel. Any extension will be billed in the same manner as set forth herein.

13. This Agreement shall be governed in accordance with the laws of the State of California, and the Partiessubmit to the jurisdiction ofsaid state. This Agreement containsthe entire agreement and understanding of the parties with respect to Service, Maintenance and Support. There are no representations, inducements, promises or agreements, oral or otherwise, not embodied herein or also embodied in any attached agreement. Any and all prior discussions, negotiations, commitments and understandingsrelating to Service, Maintenance or Support are merged herein.

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 15.

FROM: Alicia Velasco, Planning Director
DATE: 03/25/2024
SUBJECT: Approve a Purchase and Sale Agreement for City-Owned Property at 5732 Lincoln Avenue

RECOMMENDATION

1. Adopt a Resolution approving a Purchase and Sale Agreement for City-owned property at 5732 Lincoln Avenue to Olson Urban Housing, LLC; and

2. Authorize the City Manager to sign and finalize documents associated with the sale; and

3. Find the project exempt from California Environmental Quality Act requirements.

DISCUSSION
Background
In 2003, the Cypress Redevelopment Agency purchased property at 5732 Lincoln Avenue with the intent of contributing it as part of a larger, future affordable housing development.

Before the RDA could advance an affordable housing development with 5732 Lincoln Avenue, the State dissolved redevelopment agencies and transferred affordable housing responsibilities to housing successor agencies. The City serves as Cypress’ Housing Successor Agency and became responsible for 5732 Lincoln Avenue in 2013. As part of redevelopment agency dissolution, the State required property owned by housing successor agencies be disposed of by October 14, 2023. Since 2013, the City's repeated efforts to facilitate a larger affordable housing development with 5732 Lincoln Avenue and properties adjacent to it have been unsuccessful.

On June 12, 2023, the City Council initiated the first phase of the disposition process by declaring 5732 Lincoln Avenue surplus and authorized the release of a Notice of Availability (NOA). The NOA was sent to over 100 State-recognized housing sponsors. The NOA closed in August 2023, with three interested parties responding: The Olson Companies, Affordable Housing Partners, and The Laing Companies. Affordable Housing Partners withdrew its interest and The Laing Companies did not respond to the City’s request for further information.

The City Council’s Strategic Plan includes an objective to recommend the second phase of the sale of the property to the City Council.

Discussion
A draft development plan prepared by The Olson Companies was presented to the City Council on November 13, 2023. Olson's plan proposes 20 residential units, including five units affordable to low-income households. The proposal includes 8,000 square feet of open space, 48 parking spaces, and complies with the Lincoln Avenue Specific Plan. Full project plans will be prepared if the Purchase and Sale Agreement (PSA) is approved and presented to the City Council as a standard residential development application.

The PSA contains the following terms:

Approval of the PSA initiates the escrow process which concludes if the City Council approves Olson's residential development application.

The property was appraised for $1,629,000. Olson will buy the property from the City for this price and pay all escrow fees.

The $1,629,000 will be retained by Olson to subsidize the affordable units, with each unit receiving $325,000 as a second loan from the City.

Covenants will be recorded against the affordable units, ensuring their adherence to low-income affordability for 55 years. If a unit is sold during this period, the note will transfer to the new property owner until the 55-year restriction expires.

The attached PSA binds Olson and the City to these terms and a Schedule of Performance. If Olson fails to develop the project pursuant to the schedule, control of the property returns to the City.

The Olson Company has been in business for over 35 years and is located in Seal Beach. It has developed more than 10 similar affordable housing projects in Southern California.

Project cost is estimated at $25 million, and Olson has secured funding.

The Surplus Land Act requires that 25% of the units in a project with more than 10 units must be affordable. The project was submitted to the State for review and has been approved.

BUDGET IMPACT
At the close of escrow, the PSA provides that title to the land will transfer to Olson Urban Housing LLC and the $1,629,000 of proceeds from the sale will be retained by Olson to subsidize the affordable units by issuing secondary loans from the City.

The $500 per month the City currently receives to rent the vacant land to a local farming operation will cease when escrow closes and title is transferred to the new owner.

LEGAL REVIEW
The Purchase and Sale Agreement was prepared by the City Attorney’s office.

APPROVED BY: Peter Grant, City Manager
Attachments
Resolution
Resolution
Purchase and Sale Agreement
Master Affordable Housing Agreement
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CYPRESS

APPROVING A SALE AGREEMENT AND ESCROW INSTRUCTIONS

WITH OLSON URBAN HOUSING, LLC FOR THE SALE OF CITY
OWNED PROPERTY AT 5732 LINCOLN AVENUE TO IMPLEMENT AN

AFFORDABLE HOUSING PROJECT AND FINDING THE PROJECT

EXEMPT FROM THE CALIFORNIA ENVIROMENTAL QUALITY ACT
WHEREAS, the City of Cypress (“City”) owns real property located at 5732 Lincoln Avenue, in the City of Cypress, County of Orange, State of California, Assessor’s Parcel Number 244-472-09 (“Property”); and
WHEREAS, Olson Urban Housing (‘Developer”) intends to construct a townhousestyle condominium project, which will consist of twenty (20) three-story units, fifteen of which will be market-rate units and five (5) units of which will be affordable to Low-Income families with appropriate amenities including, but not limited to landscaped common areas, parking and recreational areas; and
WHEREAS, in 2003, the former Cypress Redevelopment Agency (“Agency”), in accordance with California law, acquired the Property for affordable housing purposes using Low and Moderate Income Housing Funds (“Housing Funds”); and WHEREAS, in 2011, the California Legislature enacted, and the California Supreme Court, upheld legislation requiring that all redevelopment agencies in the State of California be dissolved as of February 1, 2012, after which the City elected to serve as the housing successor to the dissolved Agency and, on October 14, 2013, the City Council approved the transfer of title to the Property from the Agency to the City; and WHEREAS, pursuant to SB 341 adopted in 2013, the City was required to develop the Property for affordable housing purposes within five years from acquiring it from the Agency, or by October 14, 2018, which timeline, in accordance with SB 341, and Health & Safety Code section 33334.16, was extended by the City Council for another five years to October 14, 2023; and
WHEREAS, on June 12, 2023 the City Council passed a resolution declaring the property surplus and authorized the release of a Notice of Availability; and WHEREAS, a Notice of Availability was sent on June 14, 2023, to State listed housing sponsors. During the required 60-day period, three affordable housing entities expressed interest in the property; however, only the Developer provided required information requested by the City during the negotiation period; and WHEREAS, the transfer of the Property by the City to Developer is made in compliance with the Surplus Land Act at California Government Code Sections 54220 et. seq. and the applicable regulations, which applies to the disposition of surplus real estate by governmental agencies. Pursuant to Government Code Section 54222.5, the proposed Sale Agreement and Escrow Instructions between the City and Developer (“Agreement”) requires Developer to restrict the sale of not less than 25 percent of the total number of units developed on the Site for Qualified Purchasers at an affordable housing cost, as defined in Health and Safety Code Section 50052.5; and WHEREAS, the Agreement contains all the provisions, terms and obligations required by State and local law, and the Developer represents that it possesses the qualifications and financial resources necessary to construct the Project at the sole cost and expense of the Developer; and
WHEREAS, Developer will submit the necessary entitlement applications for the City’s consideration to allow the design and construction of a for-sale residential project upon the Site, as set forth in the Agreement; and
WHEREAS, pursuant to the terms and conditions of the Agreement, the Developer will construct the improvements on the Property at the sole cost and expense of the Developer; and
WHEREAS, the Property has a land use and zoning designation of “commercial mixed-use” which is consistent with the proposed project. Pursuant to the Class 32 “infill” categorical exemption (CEQA Guideline Section 15332), this Project is exempt from environmental review, because the project is defined as an in-fill development project, located on no more than five acres, has no native vegetation or watercourses present on site, can be adequately served by all required utilities and public services, and the existing street network has adequate capacity to accommodate the anticipated traffic from the proposed Project.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CYPRESS, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. Recitals. The recitals set forth above are true and correct and incorporated herein by this reference.

SECTION 2. The City Council hereby approves the Agreement in substantially the form as presented to the City Council, effectuating the City's disposition of the Property to the Developer and the development of the Project by the Developer.

SECTION 3. The City Council hereby authorizes and directs the City Manager of the City, or designee, (i) to take all actions and to execute any and all documents, instruments and agreements necessary or desirable on behalf of the City, as approved by the City Manager of the City and the City Attorney, including, without limitation, the Agreement, the grant deed transferring the Property to the Developer, and the agreement containing covenants and other covenants to be imposed on the Property in order to effectuate the terms and conditions of the Agreement; (ii) to effectuate all other actions approved by this Resolution, including, without limitation, approving changes, implementations or revisions to documents, instruments and agreements as determined necessary by the City Manager, or designee; and (iii) to administer the City's obligations, responsibilities, and duties to be performed pursuant to this Resolution and all documents, instruments and agreements required by and for the sale and transfer of the Property to the Developer.

SECTION 4. Pursuant to the Class 32 “in-fill” categorical exemption (CEQA Guideline Section 15332), this Project is exempt from environmental review, because the project is defined as an in-fill development project, located on no more than five acres, has no native vegetation or watercourses present on site, can be adequately served by all required utilities and public services, and the existing street network has adequate capacity to accommodate the anticipated traffic from the proposed Project.

SECTION 5. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, then such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The City Council declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution.

SECTION 6.The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Cypress at a regular meeting held on the 25th day of March, 2024.
________________________________

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 25th day of March, 2024; by the following roll call vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
___________________________________

CITY CLERK OF THE CITY OF CYPRESS
JRS\ 30552-0234\ 838846.6 1

SALE AGREEMENT AND ESCROW INSTRUCTIONS
This SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Agreement”) is dated for identification purposes ______________, 2024, and is entered into by and between the CITY OF CYPRESS a California municipal corporation (“City”), and OLSON URBAN HOUSING, LLC, a Delaware limited liability company (“Buyer”). Buyer and Seller are at times hereinafter individually referred to as a “party” and collectively as the “parties.” The parties agree as follows:

I. (§100) PURPOSE OF THE AGREEMENT
City owns that real property located at 5732 Lincoln Avenue, in the City of Cypress, County of Orange, State of California, Assessor’s Parcel Number 244-472-09, and legally described on Attachment 1 attached hereto (“Site”).

Buyer intends to construct twenty (20) townhouse-style Residential Units, as defined below, which will consist of fifteen (15) market-rate units (“Market Rate Units”) and five (5) affordable to Low-Income Households, as defined below (“Affordable Units”), with appropriate amenities including, but not limited to landscaped common areas, parking and recreational areas.

As material inducement and consideration for City to enter into this Agreement is Buyer’s covenant and agreement to restrict the sale of the Affordable Units to purchasers who are Low Income Households for a period of 45-years. The affordability restrictions are material consideration to City and City would not enter into this Agreement without the affordability restrictions.

This Project, as defined below, is in the best and vital interests of City and the health, safety and welfare of the residents and taxpayers in the City, and is in accord with the public purposes and provisions of applicable state and local laws. Construction of the Project will provide additional jobs as well as provide affordable housing in accordance with the purposes and goals of City. The Site is subject to a current license between City and Frutos Farms (“Licensee”) allowing Licensee to operate an organic fruits and vegetable farming operation on the Site.

The transfer of the Site by City to Buyer pursuant to this Agreement is made in compliance with the Surplus Land Act at California Government Code Sections 54220 et. seq. and the applicable regulations, which applies to the disposition of surplus real estate by governmental agencies. Pursuant to Government Code Section 54222.5, this Agreement requires Buyer to restrict the sale of not less five (5) of the Residential Units for Qualified Purchasers at an Affordable Purchase Price, as defined below.

II. (§200) DEFINITIONS
The following terms as used in this Agreement shall have the meanings given unless expressly provided to the contrary:

A. (§ 201) Affiliate.

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The term “Affiliate” shall mean any person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with Buyer, which shall include, without limitation, each of the constituent members of Buyer. For this provision, “control” means (i) with respect to a person that is a corporation, the right to exercise, directly or indirectly, at least fifty percent (50%) of the voting rights attributable to the shares of the controlled corporation, and (ii) with respect to a person that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled person.

B. (§ 202) Affordable Purchase Price.

The term “Affordable Purchase Price” shall mean the maximum authorized purchase price that may be paid by a Low Income Household, as such term is defined herein.

C. (§ 203) Affordable Units.

The term “Affordable Units” shall mean five (5) of the Residential Units and restricted by this Agreement and the Regulatory Agreement for sale to Qualified Purchasers at an Affordable Purchase Price.

D. (§ 204) Agreement.

The term “Agreement” shall mean this entire Agreement, including all exhibits, which attachments are a part hereof and incorporated herein in their entirety, and all other documents incorporated herein by reference. The Attachments included with this Agreement include the following:

Attachment No. 1 Legal Description of Site
Attachment No. 1-A Site Map
Attachment No. 3 Schedule of Performance
Attachment No. 4 Grant Deed
Attachment No. 5 Note
Attachment No. 6 Deed of Trust
Attachment No. 7 Regulatory Agreement
E. (§ 205) Intentionally Omitted.

F. (§ 206) City.

The term “City” shall mean City of Cypress, California.

G. (§ 207) Closing and Closing Date.

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The term “Closing” shall mean the closing of Escrow by the Escrow Agent distributing the funds and documents received through Escrow to the party entitled thereto as provided herein, which closing shall occur on or before the date established in the Schedule of Performance. The Closing Date shall be the date for the Closing specified in the Schedule of Performance.

H. (§ 208) Days.

The term “days” shall mean calendar days and the statement of any time period herein shall be calendar days, and not working days, unless otherwise specified.

I. (§ 209) Deed of Trust.

The term “Deed of Trust” shall mean the Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing which secures the Note, in the attached hereto as Attachment No. 6. The Deed of Trust shall be recorded on the Site at the Closing.

J. (§ 210) Deposit.

The term “Deposit” shall mean the sum of Five Thousand Dollars ($5,000) to be deposited by Buyer with Escrow Agent.

K. (§ 211) Effective Date.

The term “Effective Date” shall mean the date this Agreement is executed on behalf of City and Buyer after it has been approved by the City Council after a public hearing.

L. (§ 212) Enforced Delay.

The term “Enforced Delay” shall mean any delay described in Section 903 caused without fault and beyond the reasonable control of a party, which delay shall justify an extension of time to perform as provided in Section 903.

M. (§ 213) Escrow.

The term “Escrow” shall mean the escrow established with Escrow Agent as defined below, pursuant to this Agreement for the conveyance of title to the Site from City to Buyer.

N. (§ 214) Escrow Agent.

The term “Escrow Agent” shall mean First American Title Company which shall act as the Escrow Agent for this transaction. The Escrow Agent contact shall be Jeanne Gould, Escrow Officer, First American Title Company, 18500 Von Karman #600 Irvine, CA 92612 [email protected].

O. (§ 215) Grant Deed.

The term “Grant Deed” shall mean that Grant Deed in the form attached hereto as Attachment No. 4 by which City as grantor will convey fee title of the Site to Buyer as grantee.

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P. (§ 216) Low Income Household.

The term “Low Income Household” shall mean a household whose income does not exceed the maximum income for Low Income Households for Orange County adjustable for household size as annually determined by regulation of the California Department of Housing and Community Development, promulgated pursuant to Health and Safety Code Section 50093, or any successor statute.

Q. (§ 217) Note.

The term “Note” shall refer to that certain Promissory Note Secured by Deed of Trust in the principal amount equal to the Purchase Price evidencing Developer’s obligation to pay the full amount of the Purchase Price to the City. The Note shall be in the form attached hereto as Attachment No. 5 and secured by the Deed of Trust.

R. (§ 218) Project.

The term “Project” shall mean all of the improvements constructed by Buyer on the Site in accordance with this Agreement.

S. (§ 219) Project Completion.

The term “Project Completion” shall mean that all improvements to be constructed on the Site as part of the Project have been completed in accordance with this Agreement and the City has conducted all applicable inspections and issued all approvals of such work to the extent required by applicable law.

T. (§ 220) Purchase Price.

The term “Purchase Price” means the sum of One Million Six Hundred Twenty-Nine Thousand Dollars ($1,629,000). The Purchase Price is equal to or greater than the fair market value of the Site as determined by an appraisal prepared by Thompson & Thompson, dated February 22, 2024.

U. (§ 221) Qualified Purchaser.

The term “Qualified Purchaser” shall mean those persons who satisfy all of the requirements to purchase an Affordable Unit, which requirements are described in detail in the Regulatory Agreement.

V. (§ 222) Regulatory Agreement.

The term “Regulatory Agreement(s)” shall mean the Regulatory Agreement and Declaration of Covenants and Restrictions attached hereto as Attachment No. 7 running with the land and providing for the proper maintenance of common facilities and improvements and the management and use of the Project, which also sets forth the limitations on occupancy, residency, and use of the Affordable Units.

W. (§ 223) Residential Unit.

JRS\ 30552-0234\ 838846.6 5
The term “Residential Unit” shall mean and refer to each of the condominium residences which will be part of the Project . “Residential Units” shall mean and refer collectively to each and every Residential Unit located on the Site.

X. (§ 224) Senior Financing.

The term “Senior Financing” and terms related to it shall refer to the following: the loan(s) taken out by Buyer from third party lenders to fund the construction of the Project (“Construction Loan”) including any refinancing of same. Subject to the conditions set forth in Section 515 and the Regulatory Agreement shall be subordinated to the Senior Financing, as evidenced by such subordination agreements as may be required by the lender(s) for the Senior Financing. Senior Financing and subordination thereto is more particularly described in Section 515.

Y. (§ 225) Site.

The term “Site” shall have the meaning as defined in Section 100 consisting of approximately 47,916 square feet and as legally described on Attachment No. 1.

Z. (§ 226) Site Map.

The Project shall be located upon the Site as shown in the “Site Map” attached hereto as Attachment No. 1-A.

AA. (§ 227) Title.

The term “Title” shall mean the fee title to the Site which shall be conveyed to Buyer by the Grant Deed subject only to the exceptions specified in Section 407.

BB. (§ 228) Title Company.

The term “Title Company” shall mean First American Title Insurance Company.

III. (§300) PARTIES TO THE AGREEMENT
A. (§301) City.

1. Identification. City is a public body, corporate and politic, exercising governmental functions and powers, organized and existing under the laws of the State of California. The office of City is located at 5275 Orange Ave Cypress CA 90630. The term “City,” as used in this Agreement, includes the City of Cypress City and any assignee of, or successor to, its rights, powers and responsibilities.

2. FIRPTA. City is not a “foreign person” within the parameters of the Foreign Investment in Real Property Tax Act (“FIRPTA”)or any similar state statute, or is exempt from the provisions of FIRPTA or any similar state statute, or City has complied and will comply with all the requirements under FIRPTA or any similar state statute.

JRS\ 30552-0234\ 838846.6 6

3. No Conflict. City’s execution, delivery and performance of its obligations set forth in this Agreement will not constitute a default or a breach under any contract, agreement or order to which City is a party or by which it is bound.

4. No Litigation. To City’s actual knowledge, there is no threatened or pending litigation against City challenging the validity of this Agreement or any of the actions proposed to be undertaken by City or Buyer pursuant to this Agreement. “Actual knowledge,” as used herein, shall not impose a duty of investigation, and shall be limited to the actual knowledge of City’s employees and agents who have participated in the preparation of this Agreement and Buyer’s acquisition of the Site.

5. City’s Participation. City’s participation in the Project is solely a Seller and the governmental authority having jurisdiction over the Site. City is not participating in the Project as a Buyer or owner. Any actions by City which are not fully consistent with City’s role as a seller are intended only to carry out routine government functions and impose constitutionally or statutorily authorized conditions acceptable to Buyer.

As such, the Project and City’s participation through this Agreement are outside the scope of California Constitution Article XXXIV and its enabling legislation. Further, the Project is exempt from the requirements of California Constitution Article XXXIV pursuant to Health and Safety Code Section 37001(d), as newly constructed, privately owned, one-to-four family dwellings not located on adjoining sites.

B. (§302) Buyer.

1. Identification. Buyer is Olson Urban Housing, LLC, a Delaware limited liability company, or its transferee as permitted in Section 303.3. The principal office of Buyer for the purposes of this Agreement is located at 3010 Old Ranch Parkway, Suite 100, Seal Beach, CA 90740. Buyer warrants and represents to City that Buyer is and will be qualified to do business, is in good standing under the laws of the State of California, and has all requisite power and authority to carry out Buyer’s business as now and whenever conducted and to enter into and perform Buyer’s obligations under this Agreement.

2. Successors and Assigns. Except as may be expressly provided herein below, all of the terms, covenants, and conditions of this Agreement shall be binding on, and shall inure to the benefit of, Buyer and the permitted successors, assigns and nominees of Buyer as to each portion of the Site. Wherever the term “Buyer” is used herein, such term shall include any permitted successors and assigns of Buyer as herein provided.

3. Qualifications. The qualifications and identity of Buyer are of particular concern to City, and it is because of such qualifications and identity that City has entered into this Agreement with Buyer. City has considered the experience, financial capability, and product being marketed by Buyer, the Site location and characteristics, the public costs of acquiring and developing the Site and return on investment, and the product mix necessary to produce a Project. Based upon these considerations, City has imposed those restrictions on transfer set forth in this Agreement.

C. (§303) Restrictions on Transfer.

JRS\ 30552-0234\ 838846.6 7

1. Transfer Defined. As used in this Section, the term “Transfer” shall include any assignment, hypothecation or conveyance, of this Agreement, the Site, or the improvements thereon. A Transfer shall also include the transfer to any person or group of persons acting in concert of more than forty nine percent (49%) of the present ownership and/or control of Buyer in the aggregate, taking all transfers into account on a cumulative basis, except transfers of such ownership or control interest between members of the same immediate family, or transfers to a trust, testamentary or otherwise, in which the beneficiaries are limited to members of the Transferor’s immediate family. In the event Buyer or its successor is a corporation or trust, such Transfer shall refer to the Transfer of the issued and outstanding capital stock of Buyer, or of beneficial interests of such trust. In the event that Buyer is a limited or general partnership, such Transfer shall refer to the Transfer of more than forty nine percent (49%) of the limited or general partnership interest. In the event that Buyer is a joint venture, such Transfer shall refer to the Transfer of more than forty-fine percent (49%) of the ownership and/or control of any such joint venture partner, taking all Transfers into account on a cumulative basis.

2. Restrictions Prior to Completion. Prior to Project Completion Buyer shall not Transfer this Agreement or any of Buyer’s rights hereunder, or any interest in the Site or in the improvements thereon, directly or indirectly, voluntarily or by operation of law, except as provided below in item 3 immediately below, without the prior written approval of City, which shall not be unreasonably withheld, and if there is a Transfer the same shall be null and void. In considering whether it will grant approval to any Transfer by Buyer of its interest in the Site before Project Completion, which Transfer requires City approval, City shall consider factors such as (i) whether the completion or implementation of the Project is jeopardized; (ii) the financial strength and capability of the proposed assignee to perform Buyer’s obligations hereunder; and (iii) the proposed assignee’s experience and expertise in the planning, financing, development, ownership, and operation of similar projects.

In the absence of a specific written agreement by City, prior to completion of the Project Completion, no Transfer by Buyer of all or any portion of its interest in the Site or this Agreement (including without limitation an assignment or transfer not requiring City approval hereunder) shall be deemed to relieve it or any successor party from any obligations under this Agreement with respect to the completion of the development of the Project with respect to that portion of the Site which is so transferred. In addition, no attempted assignment of any of Buyer’s obligations hereunder shall be effective unless and until the successor party executes and delivers to City an assumption agreement, in a form reasonably approved by City, assuming such obligations.

3. Exceptions. The foregoing prohibitions on Transfer shall not apply to any of the following, all of which shall constitute “Permitted Transfers” and shall not require the prior consent of City:
a. Any mortgage, deed of trust, or other form of conveyance for financing, as provided in Section 512, but Buyer shall notify City in advance of any such mortgage, deed of trust, or other form of conveyance for financing pertaining to the Site. b. Any mortgage, deed of trust, or other form of conveyance for restructuring or refinancing of any amount of indebtedness described in subsection (a) JRS\ 30552-0234\ 838846.6 8
above, provided that the amount of indebtedness incurred in the restructuring or refinancing does not exceed the outstanding balance on the debt incurred to finance the acquisition of and improvements on the Site, including any additional costs for completion of construction, whether direct or indirect, based upon the estimates of architects and/or contractors. c. The granting of dedications, easements or licenses to any appropriate governmental agency; utility or permits to facilitate the development and/or operation of Project and/or creation of covenants, conditions and/or restrictions to facility development of the Project.
d. A Transfer resulting from or in connection with a reorganization as contemplated by the provisions of the Internal Revenue Code of 1986, as amended or otherwise, in which the ownership interests of a corporation are assigned directly or by operation of law to a person or persons, firm or corporation which acquires the control of the voting capital stock of such corporation or all or substantially all of the assets of such corporation.
e. A Transfer of forty-nine percent (49%) or more of ownership or control interest between members of the same immediate family, or Transfers to a trust, testamentary or otherwise, in which the beneficiaries consist solely of immediate family members of the Trustor or Transfers to a corporation or partnership in which the immediate family members or shareholders of the Transferor have a controlling majority interest of fiftyone percent (51%) or more. f. A Transfer to a California limited partnership or limited liability company in which Buyer, or an Affiliate of Buyer, is a general partner or managing member. g. The admission of a nonprofit corporation or a limited liability company wholly owned by a nonprofit corporation as a managing general partner of Buyer, or the permitted successor thereof.
h. Sale of Residential Units in accordance with this Agreement.

4. Restrictions After Completion. Subsequent to Project Completion, except as set forth in Section 303.3 above, Buyer may not sell, Transfer, convey, hypothecate, assign or lease all or any portion of its interest in the Site without complying with any Transfer restrictions contained within the Grant Deed and the Regulatory Agreement, as applicable.

IV. (§400) ACQUISITION AND DISPOSITION OF THE SITE
A. (§401) Purchase Price of Site.

The Purchase Price of the Site shall be payable through Buyer’s delivery to City of the Note and shall be secured by the Deed of Trust recorded against the Site at the Closing.

Interest shall accrue on the Note at the prime rate for the United States, as published in the Wall Street Journal, in effect as of the date of the Closing. The Note shall be repaid by Buyer’s payment to City of one-fifth (1/5th) of the original principal amount of the Note, plus interest accrued thereon, concurrently with the sale of each of the Affordable Units. The City shall use the repayment proceeds to make the Qualified Purchaser Loans to the JRS\ 30552-0234\ 838846.6 9
purchasers of the Affordable Units. The Note and Deed of Trust shall be subordinate to the lien of the Senior Financing obtained by Buyer for the construction of the Project as provided in Section 515 hereof.

B. (§402) Disposition of the Site.

On the Closing Date City shall convey the Site to Buyer pursuant to the Grant Deed.

Buyer shall accept the conveyance of the Site upon the terms and conditions set forth in the Grant Deed, the Regulatory Agreement, and this Agreement. Buyer agrees to develop the Site with Residential Units of which five (5) shall be Affordable Units restricted for sale to Qualified Purchasers.

C. (§403) Escrow.

Escrow shall be opened within the time specified in the Schedule of Performance.

This Agreement shall constitute the joint escrow instructions of City and Buyer to Escrow Agent for the Site, and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the Opening of Escrow, as defined in the Schedule of Performance. Escrow Agent is empowered to act under these instructions. City and Buyer shall promptly prepare, execute, and deliver to the Escrow Agent such additional Escrow instructions consistent with the terms herein as shall be reasonably necessary. No provision of any additional Escrow instructions shall modify this document without specific written approval of the modifications by Buyer and City.

D. (§404) Deposit.

Upon Opening of Escrow in accordance with the Schedule of Performance, Buyer shall deliver the Deposit directly to Escrow Agent.

E. (§405) Conditions to Close of Escrow for Acquisition by Buyer.

1. Buyer’s Conditions to Closing. Buyer’s obligation to accept the Site and to close Escrow hereunder, shall, in addition to any other conditions set forth herein in favor of Buyer, be conditional and contingent upon the satisfaction, or waiver by Buyer, of each and all of the following conditions (collectively, “Buyer’s Conditions to Closing”) by the Closing Date or earlier to the extent provided in the Schedule of Performance:
a. Buyer shall have approved the environmental condition of the Site as set forth in Section 409. Buyer shall have received any and all approvals required under CEQA.
b. Title Company is committed to issue Buyer’s Title Policy insuring Title to the Site is vested in Buyer subject only to the exceptions specified in Section 407.4(i). c. City shall have deposited into Escrow certificates (“FIRPTA Certificates”) in such form as may be required by the Internal Revenue service pursuant to Section 1445 of the Internal Revenue Code.
d. City shall have deposited the executed Grant Deed into Escrow.

JRS\ 30552-0234\ 838846.6 10
e. Buyer shall have obtained from City all required discretionary approvals, including site plan review, conditional use, and subdivision approvals for development of the Site as the Project, including, without limitation, those set forth in Section 502 and a grading permit is ready to be issued to Buyer solely upon Buyer’s posting of applicable bonds and payment of applicable fees (collectively “Entitlements”). f. Buyer shall complete and deliver to Escrow a preliminary change of ownership form for Orange County.
g. Buyer shall have determined that the acceptance and development of the Site is financially feasible.
h. Buyer shall have approved the physical condition of the Site and the Project.
i. City shall have deposited or caused to be deposited into Escrow all the documents required under Section 406.3.
j. Any waiver of the foregoing conditions shall be in Buyer’s sole discretion and must be express and in writing. In the event that the foregoing conditions have not been satisfied by the Closing Date, Buyer may terminate this Agreement by delivering a written notice in accordance with Section 411.

2. City’s Conditions to Closing. City’s obligation to convey the Site and City’s obligation to close Escrow hereunder, shall, in addition to any other conditions set forth herein in favor of City, be conditional and contingent upon the satisfaction, or waiver by City, of each and all of the following conditions (collectively, “City’s Conditions to Closing”) within the time provided in the Schedule of Performance:
a. Title Company is committed to issue City’s Title Policy insuring the lien of the Deed of Trust subject to conditions and exceptions specified in Section 407.4(ii). b. Buyer shall have timely submitted to City plans and drawings for all improvements to be constructed on the Site, including for site plan review, conditional use, building, grading, landscaping and other plans and drawings, as provided in Section 502 and all necessary plans shall have been reviewed or revised as required by Buyer and City.

All approvals pursuant to CEQA shall have been approved as final. b. Buyer shall not have made or attempted to make a Transfer in violation of Section 303.
c. Buyer shall have deposited into Escrow all documents required in the Schedule of Performance executed and acknowledged.
d. Buyer has deposited the Acceptance of Grant Deed into Escrow to be attached to the Grant Deed prior to recordation.
e. Buyer shall have deposited or caused to be deposited into Escrow all the documents required under Section 404.

JRS\ 30552-0234\ 838846.6 11
Any waiver of the foregoing conditions must be express and in writing. In the event that the foregoing conditions are not satisfied prior to the Closing Date, City may terminate this Agreement by delivering a written notice in accordance with Section 411.

3. Both Parties’ Conditions to Closing. In accordance with the Schedule of Performance, Buyer and City shall execute and deliver one or more certificates (“Taxpayer ID Certificate”) in such form as may be required by the IRS pursuant to Section 6045 of the Internal Revenue Code, or the regulations issued pursuant thereto, certifying as to the description of the Site, date of closing, gross price, and taxpayer identification number for Buyer and City. In accordance with the Schedule of Performance, Buyer and City shall cause to be delivered to the Escrow Agent such other items, instruments and documents, and the parties shall take such further actions, as may be necessary or desirable in order to complete the Closing. At the Closing neither party shall be in breach of its obligations hereunder.

F. (§406) Conveyance of the Site.

1. Time for Conveyance. Escrow shall close on the “Closing Date” specified in the Schedule of Performance. Possession of the Site shall be delivered to Buyer by the City concurrently with the conveyance of Title to Buyer. Notwithstanding anything to the contrary in this Agreement if the Closing Date falls on a Monday it shall be extended to the next business day.

2. Escrow Agent to Advise of Costs. By the date provided in the Schedule of Performance, the Escrow Agent shall advise City and Buyer in writing of the fees, charges, and costs necessary to clear Title and close Escrow, and of any documents which have not been provided by said party and which must be deposited in Escrow to permit timely Closing.

3. Deposits by City Prior to Closing. In accordance with the Schedule of Performance, City shall execute, acknowledge and deposit into Escrow all documents and materials required of City to close Escrow.

4. Deposits by Buyer Prior to Closing. In accordance with the Schedule of Performance, Buyer shall execute, acknowledge and deposit into Escrow all documents, funds and materials required of Buyer to close Escrow.

5. Recordation and Disbursement of Funds. Upon the completion by City and Buyer of the deliveries and actions specified in these Escrow instructions precedent to Closing, the Escrow Agent shall be authorized to (i) buy, affix and cancel any documentary stamps and pay any transfer tax and recording fees, if required by law, and thereafter cause to be recorded in the appropriate records of Orange County, California, in the following order:
the Grant Deed, the Regulatory Agreement, and any other appropriate instruments delivered through this Escrow, if necessary or proper to, and provided that the Title can vest in Buyer in accordance with the terms and provisions herein. Concurrent with recordation, Escrow Agent shall deliver (i) Buyer’s Title Policy to Buyer insuring Title and conforming to the requirements of Section 407.4(i). Following recordation, the Escrow Agent shall deliver copies of said instruments to Buyer and City.

G. (§407) Title Matters.

JRS\ 30552-0234\ 838846.6 12

1. Condition of Title. City shall convey to Buyer Title to the Site subject only to: (i) this Agreement, the Grant Deed, and the Regulatory Agreement; (ii) current taxes, a lien not yet payable; (iii) quasi-public utility, public alley and public street easements of record approved by Buyer, which approval shall not be unreasonably withheld; and (iv) covenants, conditions and restrictions, reciprocal easements, other encumbrances and Title exceptions approved by Buyer pursuant to Section 407.3. The City, at its cost, shall remove all other liens on the Site of any kind prior to the Closing.

2. City Not to Encumber Site. City hereby warrants to Buyer that it has not and will not, from the Effective Date of this Agreement through Closing, transfer, sell, hypothecate, pledge, or otherwise encumber the Site without express written permission of Buyer.

3. Approval of Title Exceptions. Prior to the date in the Schedule of Performance, City shall deliver a preliminary report for the Site, dated no earlier than the Effective Date, to Buyer including copies of all documents referenced therein (“Title Report”). Prior to the date in the Schedule of Performance (“Title Approval Date”), Buyer shall deliver to City written notice, with a copy to Escrow Agent, specifying in detail any exception disapproved and the reason therefor. If on or before the Title Approval Date Buyer fails to deliver any written notice objecting to Title, Buyer shall be deemed to have approved Title to the Site. Prior to the date in the Schedule of Performance, City shall deliver written notice to Buyer as to whether City will or will not cure (meaning removal of the disapproved exception from Title and not issuance of an endorsement related thereto) the disapproved exceptions. If City elects not to cure the disapproved exceptions, Buyer may terminate this Agreement without any liability of City to Buyer, or Buyer may withdraw its earlier disapproval. If City elects to cure the disapproved exceptions, City shall do so on or before the Closing. If, after the Title Approval Date, Buyer receives a supplement to the Title Report from the Title Company setting forth any new matter of record encumbering the Site which was not set forth on the original Title Report (or any previous supplement thereto) and of which Buyer was not otherwise aware as of the Title Approval Date (“New Title Matter”), Buyer may, on or prior to 5:00 p.m. P.S.T. on the third (3rd) business day following Buyer’s receipt of notice of such New Title Matter (“New Matter Approval Date”), object to such New Title Matter by sending written notice thereof to City and Escrow Holder; provided, however, City shall remove any monetary liens which constitute New Title Matters regardless of whether Buyer timely objects to such monetary liens. Buyer’s failure to object in writing to any New Title Matter on or prior to the New Matter Approval Date shall be automatically deemed to be Buyer’s approval of such New Title Matter and such New Title Matter shall thereafter be deemed to be a permitted encumbrances. If Buyer delivers written objection to any New Title Matter on or prior to the New Matter Approval Date applicable thereto, and City does not deliver as of 5:00 p.m. P.S.T. on the fifth (5th) business day following the New Matter Approval Date (“City Response Date”) written notice that City covenants and agrees to remove prior to the Closing such New Title Matter objected to by Buyer, then Buyer may terminate this Agreement by delivery of written notice thereof to City and Escrow Holder on or before 5:00 p.m. P.S.T. on the second (2nd) business day following City Response Date (“New Matter Termination Date”). Buyer’s failure to terminate this Agreement in writing as a result of any New Title Matter on or prior to the New Matter Termination Date shall constitute Buyer’s waiver of its right to terminate this Agreement as a result of such New Title Matter.

JRS\ 30552-0234\ 838846.6 13

4. Title Policies
(i) Buyer’s Title Policy. At the Closing, Title Company shall issue to Buyer an ALTA standard coverage owner’s policy of Title insurance (“Buyer’s Title Policy”) with Title to the Site vested in Buyer in accordance with this Agreement with an insured amount equal to the Purchase Price containing only exceptions which have been approved, waived or caused by Buyer in accordance with this Section 407. Buyer’s Title Policy shall include any available additional Title insurance, extended coverage or endorsements that Buyer requests. However the issuance of such additional Title insurance, extended coverage or endorsements shall not be a condition to Buyer’s obligations under this Agreement. (ii) City’s Title Policy. At the Closing, the Title Company shall issue to City an ALTA loan policy of title insurance in the amount of the Note (“City’s Title Policy”) with title to the Site vested in Developer and insuring the Deed of Trust against the Site subject only to the Senior Financing and such exceptions as approved by City, together with any endorsements as reasonably required by City.

H. (§408) Intentionally Omitted.

I. (§409) Condition of Site.

1. Site Assessment and Remediation. Buyer shall be responsible for conducting assessments of the Site and for any required remediation if Buyer accepts the Site pursuant to the terms of this Agreement. City is conveying the Site in an “AS-IS” condition and shall not be responsible for any Hazardous Materials brought to or released on the Site. Buyer understands that the provisions of this Section 409 is material to City’s entering into this Agreement. Within ten (10) days following the Opening of Escrow, Escrow Agent shall order a natural hazard disclosure report from Disclosure Source and deliver same to Buyer (“NHD Report”).

2. Disclaimer of Warranties. Upon the Closing, Buyer shall accept the Site in its “AS-IS” condition and shall be responsible for any defects in the Site, whether patent or latent, including, without limitation, the physical, environmental, and geotechnical condition of the Site and the existence of any contamination, Hazardous Materials, vaults, debris, pipelines, abandoned wells or other structures located on, under or about the Site.

City makes no representation or warranty concerning the physical, geotechnical or other condition of the Site, the suitability of the Site for the Project, or the present use of the Site, and specifically disclaims all representations or warranties of any nature concerning the Site made by City or City and their employees, agents and representatives. The foregoing disclaimer includes, without limitation, hazardous materials, topography, climate, air, water rights, utilities, present and future zoning, soil, subsoil, the purpose for which the Site is suited, or drainage. Moreover, City makes no representation or warranty concerning the compaction of soil upon the Site, nor of the suitability of the soil for construction.

3. Right to Enter Site; Indemnification.

In accordance with the separate Due Diligence Entry License, Buyer and City approved providing Buyer the right to enter upon the Site to conduct soils, engineering, or other tests and studies, to perform preliminary work or Site investigation or for any other JRS\ 30552-0234\ 838846.6 14
purposes to carry out the terms of this Agreement. Buyer shall provide copies of all nonproprietary investigations and reports for the Site subject to the rights and requirements of the preparers of same.

4. Hazardous Materials. Developer understands and specifically agrees that in the event Developer incurs any loss or liability concerning Hazardous Materials (as hereinafter defined) and/or oil wells and/or underground storage tanks and/or pipelines whether attributable to events occurring prior to or following the Closing, then Developer may look to current or prior owners of the Site, but under no circumstances shall Developer look to City or City for any liability or indemnification regarding Hazardous Materials and/or oil wells and/or underground storage tanks and/or pipelines. From and after the Closing Buyer, and each of the entities constituting Buyer, if any, hereby waives, releases, remises, acquits and forever discharges City and its directors, officers, employees, and agents, and their respective heirs, successors, personal representatives and assigns, of and from any and all Environmental Claims, Environmental Cleanup Liability and Environmental Compliance Costs, as those terms are defined below, and from any and all actions, suits, legal or administrative orders or proceedings, demands, actual damages, punitive damages, loss, costs, liabilities and expenses related thereto. It is the intention of the parties pursuant to this release that any and all responsibilities and obligations of City, and any and all rights, claims, rights of action, causes of action, demands or legal rights of any kind of Buyer, its successors, assigns or any affiliated entity of Buyer, against City, arising by virtue of the physical or environmental condition of the Site, the existence of any Hazardous Materials thereon, or any release or threatened release of Hazardous Material therefrom, arising solely from Hazardous Materials, whether existing prior to, at or after the Closing, are by this Release provision declared null and void and of no present or future force and effect as to the parties; provided, however, that no parties other than the Indemnified Parties (defined below) shall be deemed third party beneficiaries of such release. In connection therewith, Buyer and each of the entities constituting Buyer, expressly agree to waive any and all rights which said party may have under Section 1542 of the California Civil Code which provides as follows:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” BUYER’S INITIALS: CITY’S INITIALS: __
For purposes of this Section 409, the following terms shall have the following meanings:
a. “Environmental Claim” means any claim for personal injury, death and/or property damage made, asserted, or prosecuted by or on behalf of any third party, including, without limitation, any governmental entity, relating to the Site or its operations and arising or alleged to arise under any Environmental Law. b. “Environmental Cleanup Liability” means any cost or expense of any nature whatsoever incurred to contain, remove, remedy, clean up, or abate any contamination or any Hazardous Materials on or under all or any part of the Site, including JRS\ 30552-0234\ 838846.6 15
the ground water thereunder, including, without limitation, (A) any direct costs or expenses for investigation, study, assessment, legal representation, cost recovery by governmental agencies, or ongoing monitoring in connection therewith and (B) any cost, expense, loss or damage incurred with respect to the Site or its operation as a result of actions or measures necessary to implement or effectuate any such containment, removal, remediation, treatment, cleanup or abatement.
c. “Environmental Compliance Cost” means any cost or expense of any nature whatsoever necessary to enable the Site to comply with all applicable Environmental Laws in effect. “Environmental Compliance Cost” shall include all costs necessary to demonstrate that the Site is capable of such compliance. d. “Environmental Law” means any federal, state or local statute, ordinance, rule, regulation, order, consent decree, judgment or common-law doctrine, and provisions and conditions of permits, licenses and other operating authorizations relating to (A) pollution or protection of the environment, including natural resources, (B) exposure of persons, including employees, to Hazardous Materials or other products, raw materials, chemicals or other substances, (C) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical sub-stances from industrial or commercial activities, or (D) regulation of the manufacture, use or introduction into commerce of chemical substances, including, without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal. e. “Hazardous Material” is defined to include any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental City, the State of California, or the United States Government. The term “Hazardous Material” includes, without limitation, any material or substance which is: (A) petroleum or oil or gas or any direct or derivate product or byproduct thereof; (B) defined as a “hazardous waste” or “extremely hazardous waste” under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140, of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (C) defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (CarpenterPresley-Tanner Hazardous Substance Account Act); (D) defined as a “hazardous material,” “hazardous substance,” or “hazardous waste” under Sections 25501(n)(1)-(2)of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (E) defined as a “hazardous substance” under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (F) “used oil” as defined under Section 25250.1 of the California Health and Safety Code; (G) asbestos; (H) listed under Chapter 11 of Division 4.5 of Title 22 of the California Code of Regulations, or defined as hazardous or extremely hazardous pursuant to Chapter 10 of Division 4.5 of Title 22 of the California Code of Regulations; (I) defined as waste or a hazardous substance pursuant to the Porter-Cologne Act, Section 13050 of the California Water Code; (J) designated as a “toxic pollutant” pursuant to the Federal Water Pollution Control Act, 33 U.S.C. § 1317; (K) defined as a “hazardous waste” pursuant to the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903); (L) defined as a “hazardous substance” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601); (M) defined as “Hazardous Material” pursuant to the JRS\ 30552-0234\ 838846.6 16
Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq.; or (N) defined as such or regulated by any “Superfund” or “Superlien” law, or any other federal, state or local law, statute, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning Hazardous Materials and/or oil wells and/or underground storage tanks and/or pipelines, as now, or at any time here-after, in effect.

Notwithstanding any other provision of this Agreement, Buyer’s release as set forth in the provisions of this Section, as well as all provisions of this Section, shall survive the termination of this Agreement and shall continue in perpetuity, with respect to any act or omission of Buyer (its employees, persons, invitees, agents, assignees, contractors, subcontractors) related to the Site and/or the Project.

J. (§410) Costs of Escrow.

1. Allocation of Costs. Escrow Agent is directed to allocate costs as follows:
(i) Buyer shall pay the cost of the NHD Report and Buyer’s Title Policy and any premiums for any additional insurance, extended coverage or special endorsements.
(ii) Buyer shall pay the cost of the City’s Title Policy. (iii) City shall pay any documentary transfer taxes.
(iv) Buyer shall pay any recording fees in connection with the recordation of the Grant Deed. No recording fees shall be applicable to the Regulatory Agreement. (v) Buyer shall pay all Escrow and similar fees, except that if one party defaults under this Agreement, the defaulting party shall pay all Escrow fees and charges as well as any title cancellation fees.

2. Proration and Adjustments. City is exempt from real property taxes so no proration shall be done at Closing. As of Closing, Buyer shall be responsible for any and all real estate taxes.

3. Extraordinary Services of Escrow Agent. It is understood that Escrow fees and charges contemplated by this Agreement incorporate only the ordinary services of the Escrow Agent as listed in these instructions. In the event that the Escrow Agent renders any service not provided for in this Agreement or that there is any assignment of any interest in the subject matter of this Escrow or that any controversy arises hereunder, or that the Escrow Agent is made a party to, or reasonably intervenes in, any litigation pertaining to this Escrow or the subject matter thereof, then the Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs and expenses occasioned by such default, controversy or litigation.

4. Escrow Agent’s Right to Retain Documents. Escrow Agent shall have the right to retain all documents and/or other things of value at any time held by it hereunder until such compensation, fees, costs and expenses shall be paid. The parties jointly and severally promise to pay such sums upon demand.

JRS\ 30552-0234\ 838846.6 17
K. (§411) Termination of Escrow.

1. Termination. Escrow may be terminated by demand of either party which then shall have fully performed its obligations hereunder required to be performed by the date of such demand if:
a. The Conditions to Closing have not occurred or have not been approved, disapproved, or waived as the case may be, by the approving party by the date established herein for the occurrence of such Condition, including any grace period pursuant to this Section; or
b. Either party is in breach of the terms and conditions of this Agreement after the expiration of any applicable notice and cure periods; or c. Either party has been granted such right expressly in this Agreement, including, but not limited to, the right to terminate pursuant to Section 405.

In the event of the foregoing, the terminating party may, in writing, demand return of its money, papers, or documents from the Escrow Agent and shall deliver a copy of such demand to the non-terminating party. No demand shall be recognized by the Escrow Agent until fifteen (15) days after the Escrow Agent shall have mailed copies of such demand to the non-terminating party, and if no objections are raised in writing to the terminating party and the Escrow Agent by the non-terminating party within the fifteen (15) day period. In the event of such objections, the opportunity to cure shall be provided as stated below in subsection 2 of this Section. In addition, the Escrow Agent is authorized to hold all money, papers, and documents until instructed in writing by both Buyer and City or, upon failure thereof, by a court of competent jurisdiction. If no such demands are made, the Escrow shall be closed as soon as possible and neither party shall have any further liability to the other.

2. Opportunity to Cure. Prior to Closing, in the event any of the Conditions to Closing are not satisfied or waived by the party benefitted by such Conditions (“Benefitted Party”), the non-approving Party shall be entitled to extend the Closing Date by thirty (30) days to allow the satisfaction of such Condition and only if such Conditions still cannot be satisfied by the extended Closing Date the Benefitted Party terminate this Agreement and the Escrow. In the event that the failure of a Condition is due to the default of the other party, the provisions of Section 801 shall control. However, notwithstanding the foregoing, (a) if the Buyer is the Benefitted Party, none of the foregoing provisions shall be deemed a waiver or release of any of Buyer’s other rights or remedies against the City in the event a condition is not satisfied due to a default by the City and (b) if the City is the Benefitted Party none of the foregoing provisions shall be deemed a waiver or release of any of City’s rights or remedies under this Agreement (but subject to the limitations of 3 immediately below) against the Buyer in the event a condition is not satisfied due to a default by the Buyer.

3. Other Duties upon Termination. Upon termination of this Agreement and Escrow pursuant to this Section for any reason, the parties shall have the following duties and obligations in addition to any others described above:
a. In the event such termination is due to the default of Buyer, JRS\ 30552-0234\ 838846.6 18
(i) CITY WILL BE DAMAGED AND WILL BE ENTITLED TO
COMPENSATION FOR THOSE DAMAGES; BUT SUCH DAMAGES WILL BE

EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN FOR THE FOLLOWING REASONS: (1) THE DAMAGES TO WHICH CITY WOULD BE ENTITLED IN A COURT

OF LAW WILL BE BASED IN PART ON THE DIFFERENCE BETWEEN THE ACTUAL VALUE OF THE SITE AT THE TIME SET FOR THE CLOSING; (2) PROOF OF THE

AMOUNT OF SUCH DAMAGES WILL BE BASED ON OPINIONS OF VALUE OF THE SITE, WHICH CAN VARY IN SIGNIFICANT AMOUNTS; AND (E) IT IS IMPOSSIBLE TO

PREDICT AS OF THE EFFECTIVE DATE WHETHER THE VALUE OF THE SITE WILL INCREASE OR DECREASE AS OF THE CLOSING. THE PARTIES WISH TO AVOID THE

COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. IF

ESCROW FAILS TO CLOSE DUE TO A DEFAULT OR BREACH OF THIS AGREEMENT

BY BUYER (INCLUDING TERMINATION OF THIS AGREEMENT BY CITY DUE TO BUYER DEFAULT UNDER THIS AGREEMENT), THEN (i) BUYER’S DEPOSIT ACTUALLY

DELIVERED INTO ESCROW BY BUYER SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF CITY’S DAMAGES UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CIVIL CODE AND (ii) CITY’S SOLE AND

EXCLUSIVE REMEDY SHALL BE LIMITED TO COLLECTION OF SUCH LIQUIDATED DAMAGES. THE LIQUIDATED DAMAGES ARE NOT INTENDED AS A PENALTY OR A FORFEITURE UNDER CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369. EXCEPT

AS PROVIDED IN THE FOLLOWING SENTENCE, SELLER HEREBY WAIVES ALL

OTHER CLAIMS, DAMAGES AND OTHER REMEDIES, INCLUDING THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTIONS 3384, 3387 AND 3389.

Buyer Initials: ___________________
City Initials: ___________________
(ii) All non-privileged and non-proprietary plans, drawings, specifications, reports, and other documents prepared by Buyer or Buyer’s contractors or vendors shall be delivered to City, without representation or warranty, by Buyer within ten (10) days of receipt of notice from City but subject to the rights and requirements of the third parties preparing same.
c. In the event such termination is due to the default of City, Buyer shall be entitled to (i) terminate this Agreement, and in such case, the Deposit shall be fully refunded to Buyer, but Buyer shall not be entitled to any damages of any kind; provided, however, City shall reimburse Buyer for reasonable Project costs, incurred prior to such termination, but not yet paid as of termination or (ii) seek specific performance of this Agreement.

L. (§412) Responsibility of Escrow Agent.

JRS\ 30552-0234\ 838846.6 19

1. Deposit of Funds. In accordance with Section 403, all funds received in Escrow shall be deposited by the Escrow Agent in a federally insured account with any state or national bank doing business in the State of California.

2. Notices. All communications from the Escrow Agent shall be directed to the addresses and in the manner provided in Section 901 of this Agreement for notices, demands and communications between City and Buyer.

3. Sufficiency of Documents. The Escrow Agent is not to be concerned with the sufficiency, validity, correctness of form, or content of any document prepared outside of Escrow and delivered to Escrow. The sole duty of the Escrow Agent is to accept such documents and follow Buyer’s and City’s instructions for their use.

4. Exculpation of Escrow Agent. The Escrow Agent shall in no case or event be liable for the failure of any of the Conditions to Closing of this Escrow, or for forgeries or false personation, unless such liability or damage is the result of negligence or willful misconduct by the Escrow Agent.

5. Responsibilities in the Event of Controversies. If any controversy documented in writing arises between Buyer and City or with any third party with respect to the subject matter of this Escrow or its terms or conditions, the Escrow Agent shall not be required to determine the same, to return any money, papers or documents, or take any action regarding the Site prior to settlement of the controversy by a final decision of a court of competent jurisdiction or written agreement of the parties to the controversy. The Escrow Agent shall be responsible for timely notifying Buyer and City of the controversy. In the event of such a controversy, the Escrow Agent shall not be liable for interest or damage costs resulting from failure to timely close Escrow or take any other action unless such controversy has been caused by the failure of the Escrow Agent to perform its responsibilities hereunder.

V. (§500) DEVELOPMENT OF THE SITE.

A. (§501) Development Per Regulatory Agreement.

The Site shall be developed by Buyer as provided in the Regulatory Agreement, and the plans and permits approved by City and City pursuant to Section 502. Buyer shall commence and diligently prosecute the Project to completion within the time provided in the Schedule of Performance and otherwise in compliance with this Agreement.

B. (§502) Development Plans, Final Building Plans and Environmental Review.

1. Proposed Development’s Consistency With Plan and Codes. Buyer shall obtain all Entitlements at its own cost. City warrants and represents that City’s General Plan and Zoning Ordinance permit Buyer’s conceptual development of the Site, and construction, operation, and use of the Project as provided in this Agreement, subject only to (i) those development approvals yet to be obtained, including, if necessary, proposed General Plan and Zoning Ordinance amendments, Site Plan Review and subdivision approval (if required), and (ii) City’s review and approval of the Project in accordance with the California Environmental Quality Act; provided that it is expressly understood by the JRS\ 30552-0234\ 838846.6 20
parties hereto that City makes no representations or warranties with respect to approvals required by any other governmental entity or with respect to approvals hereinafter required from City and City reserving full police power over the Project. Nothing in this Agreement shall be deemed to be a prejudgment or commitment with respect to such items, nor a guarantee that such approvals or permits will be issued within any particular time or with or without any particular conditions.

2. Evolution of Development Plan. Concurrently with the approval of this Agreement, City has reviewed Developer’s Basic Concept Drawings. On or before the date set forth in the Schedule of Performance, Developer shall submit to City preliminary, and thereafter final, drawings and specifications for development of the Site and each Site thereof in accordance with the Scope of Development, and all in accordance with City’s requirements.

3. Buyer Efforts to Obtain Approvals. Buyer shall exercise its commercially reasonable efforts to timely submit all documents and information necessary to obtain all development and building approvals from City in accordance with the Schedule of Performance. Not by way of limitation of the foregoing, in developing and constructing the Project, Buyer shall comply with all applicable development standards in City’s Municipal Code and shall comply with all building code, landscaping, signage, and parking requirements, except as may be permitted through approved variances and modifications.

4. City Assistance. Subject to Buyer’s compliance with (i) the applicable City development standards for the Site, and (ii) all applicable laws and regulations governing such matters as public hearings, site plan review and environmental review, City agrees to provide reasonable assistance to Buyer, at no cost to City, in the processing of Buyer’s submittals required under this Section and exert commercially reasonable efforts to process Buyer’s submittals. City’s failure to provide necessary approvals or permits within such time periods, after and despite Buyer’s reasonable efforts to submit the documents and information necessary to obtain the same, shall constitute an Enforced Delay.

5. Disapproval. City shall approve or disapprove in writing each submittal made by Buyer pursuant to this Section within ninety (90) days after such submittal. Any disapproval shall state in writing the reason for the disapproval and the changes which City requests be made. City’s failure to disapprove the submittal within fninety (90) days shall be deemed an approval of the submittal. Buyer shall make the required changes and revisions which would not materially impact the economic feasibility of the Project and resubmit for approval as soon as is reasonably practicable but no more than thirty (30) days after the date of disapproval. Thereafter, City shall have an additional thirty (30) days for review of the resubmittal, but if City disapproves the resubmittal, then the cycle shall repeat, until City’s approval has been obtained. The foregoing time periods may be shortened if so specified in the Schedule of Performance.

6. CEQA. The term “Environmental Review” shall mean the investigation and analysis of the Project’s impacts on the environment as may be required under the California Environmental Quality Act (“CEQA”), Public Resources Code §21000, et seq., and the National Environmental Policy Act (42 U.S.C. §4321 et seq., “NEPA”) if required., or of the Project’s impacts on any species of plant or animal listed as a species of concern, a threatened JRS\ 30552-0234\ 838846.6 21
species, or an endangered species as may be required by the California Endangered Species Act (“CESA”), Fish and Game Code §2050, et seq., and/or the U.S. Endangered Species Act (“USESA”), 16 U.S.C. §1531, et seq., or other applicable California or federal law or regulation. Pursuant to the Class 32 “in-fill” categorical exemption (CEQA Guideline Section 15332), the Project is exempt from Environmental Review, because the Project is defined as an in-fill development project, located on no more than five acres, has no native vegetation or watercourses present on site, can be adequately served by all required utilities and public services, and the existing street network has adequate capacity to accommodate the anticipated traffic from the proposed Project.

C. (§503) Buyer Responsibilities During Construction.

No party hereto shall take any action that would reasonably cause the development of the Project to become subject to prevailing wages. To the extent that Buyer is required to or is determined to be responsible to pay prevailing wages for the development of the Project, Buyer shall defend and hold City and City harmless from and against any increase in construction costs, or other liability, loss, damage, costs, or expenses (including reasonable attorneys’ fees and court costs) arising from or as a result of any action or determination that any portion of the Project is subject to payment of prevailing wages. This Section shall survive termination of the Agreement. Buyer shall take actions as City shall reasonably require to minimize the impact of construction and airborne debris on nearby property.

D. (§504) Intentionally Omitted.

E. (§505) Indemnification During Construction.

During the periods of construction on the Site by Buyer, Buyer agrees to and shall indemnify and hold City harmless from and against all liability, loss, damage, costs, or expenses (including reasonable attorneys’ fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur on the Site and which shall be directly or indirectly caused by any acts done thereon or any errors or omissions of Buyer or its agents, servants, employees, or contractors. Buyer shall not be responsible for (and such indemnity shall not apply to) any acts, errors, or omissions of City or its respective agents, servants, employees, or contractors. City shall not be responsible for any acts, errors, or omissions of any person or entity except City and its respective agents, servants, employees, or contractors, subject to any and all statutory and other immunities. The provisions of this Section shall survive the termination of this Agreement.

F. (§506) Insurance.

Except as provided in this Section, prior to the entry by Buyer on the Site pursuant to this Agreement and prior to the commencement of any work by Buyer on the Project, Buyer shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of such entry or construction, the following policies of insurance, as applicable:

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1. Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis in an amount not less than TWO MILLION DOLLARS ($2,000,000) per occurrence and TWO MILLION DOLLARS ($2,000,000) in the aggregate.

2. 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 Buyer, against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Buyer in the course of carrying out the work or services contemplated in this Agreement.

3. Automobile Insurance. A policy of automobile liability insurance written on a per accident basis in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per accident for bodily injury and property damage covering owned (if applicable), leased, hired, and non-owned vehicles.

4. Builder’s Risk Insurance. A policy of “Builder’s Risk” insurance covering the full replacement value of all of the improvements to be constructed by Buyer pursuant to this Agreement plus Buyer’s personal property and equipment. Buyer shall procure the builder’s risk insurance policy prior to commencing construction.

All of the above policies of insurance, except the Builder’s Risk Insurance, shall be primary insurance and shall name City, and its officers, employees, and agents as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against City and its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days prior written notice to City and Buyer. In the event any of said policies of insurance are cancelled, Buyer shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section to City Manager. No work or services under this Agreement shall commence until Buyer has provided City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by City.

The policies of 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 City (“Risk Manager”) due to unique circumstances.

Buyer shall request (but cannot guarantee) that all contracts with contractors, subcontractors, architects, and engineers provided that the contractor, subcontractor, architect, or engineer shall maintain (if applicable) the same policies of insurance required to be maintained by Buyer pursuant to this Section, unless waived or modified by the Risk Manager.

Buyer agrees that the provisions of this Section shall not be construed as limiting in any way the extent to which Buyer may be held responsible for the payment of damages to JRS\ 30552-0234\ 838846.6 23
any persons or property resulting from Buyer’s activities or the activities of any person or persons for which Buyer is otherwise responsible.

G. (§507) City and Other Fees and Charges.

Buyer shall pay all normal and customary fees and charges applicable to such permits and any fees or charges hereafter imposed by City which are standard for and uniformly applied to similar projects in City. However, notwithstanding the foregoing or anything else in this Agreement to the contrary, Buyer shall not be obligated to pay any City-imposed impact fees in connection with the Affordable Units including, without limitation park and traffic impact fees.

H. (§508) Rights of Access.

Representatives of City shall have the reasonable right to access the Site upon reasonable prior notice without charges or fees, at any time during normal construction hours during the period of construction and upon reasonable notice to Buyer, for the purpose of assuring compliance with this Agreement, including but not limited to the inspection of the construction work being performed by or on behalf of Buyer. Such representatives of City shall be those who are so identified in writing by the City Manager. Each such representative of City shall identify himself or herself at the job site office upon his or her entrance to the Site, and shall provide Buyer, or the construction superintendent or similar person in charge on the Site, a reasonable opportunity to have a representative accompany him or her during the inspection. City shall indemnify, defend, and hold Buyer harmless from any injury or property damage caused or liability arising out of City’s exercise of this right of access.

I. (§509) Applicable Laws.

Buyer shall carry out the construction of the Project in conformity with all applicable laws, including all applicable federal and state labor laws.

J. (§510) Nondiscrimination During Construction.

Buyer, for itself and its successors and assigns, agrees that in the construction of the improvements to be constructed by Buyer, it shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, ancestry or national origin.

K. (§511) Taxes, Assessments, Encumbrances and Liens.

Buyer shall pay, prior to delinquency, all real estate taxes and assessments assessed or levied subsequent to conveyance of Title of the Site to Buyer. Except as otherwise provided in Section 512, until Project Completion, Buyer shall not place or allow to be placed thereon any mortgage, trust deed, encumbrance or lien (except mechanic’s liens prior to suit to foreclose the same being filed) prohibited by this Agreement. Buyer shall remove or have removed any levy or attachment made on the Site, or assure the satisfaction thereof, within a reasonable time, but in any event prior to a sale thereunder. Nothing herein contained shall be deemed to prohibit Buyer from contesting the validity or amounts of any tax, assessment, encumbrance or lien, or to limit the remedies available to Buyer in respect JRS\ 30552-0234\ 838846.6 24
thereto.

L. (§512) Rights of Holders of Approved Security Interests in Site.

1. Definitions. As used in this Section, the term “mortgage” shall include any mortgage, whether a leasehold mortgage or otherwise, deed of trust, or other security interest, or sale and lease-back, or any other form of conveyance for financing. The term “holder” shall include the holder of any such mortgage, deed of trust, or other security interest, or the lessor under a lease-back, or the grantee under any other conveyance for financing.

2. No Encumbrances Except Mortgages to Finance the Project.

Notwithstanding the restrictions on transfer in Section 303, mortgages required for any reasonable method of financing of the development and/or construction of the Project are permitted before Project Completion but only for the purpose of securing loans of funds used or to be used for the construction and development of the Project, and for any other expenditures necessary and appropriate to develop Project under this Agreement, or for restructuring or refinancing any for same, so long as the refinancing does not exceed the then outstanding balance of the existing financing, including any additional costs for completion of construction, whether direct or indirect, based upon the estimates of architects and/or contractors. Any holder shall not be bound by any later amendment, implementation, or modification to this Agreement without such lender giving its prior written consent thereto.

In any event, Buyer shall promptly notify City of any mortgage, encumbrance, or lien that has been created or attached thereto prior to Project Completion, whether by voluntary act of Buyer or otherwise.

3. Buyer’s Breach Not to Defeat Mortgage Lien. Buyer’s breach of any of the covenants or restrictions contained in this Agreement shall not defeat or render invalid the lien of any mortgage made in good faith and for value as to the Site, or any part thereof or interest therein, but unless otherwise provided herein, the terms, conditions, covenants, restrictions, easements, and reservations of this Agreement shall be binding and effective against the holder of any such mortgage of the Site whose interest is acquired by foreclosure, trustee’s sale or otherwise.

4. Holder Not Obligated to Construct or Complete Improvements. The holder shall in no way be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion.

5. Notice of Default to Holders of Mortgages, Deed of Trust or other Security Interest. Whenever City shall deliver any notice or demand to Buyer with respect to any breach or default by Buyer hereunder, City shall at the same time deliver a copy of such notice or demand to each holder who has previously made a written request to City therefor, or to the representative of such lender as may be identified in such a written request by the lender. No notice of default shall be effective as to the holder unless such notice is given.

6. Right to Cure. Each holder (insofar as the rights of City are concerned) shall have the right, at its option, within ninety (90) days after the receipt of the notice, to:

JRS\ 30552-0234\ 838846.6 25
a. obtain possession, if necessary, and to commence and diligently pursue said cure until the same is completed, and
b. add the cost of said cure to the security interest debt and the lien or obligation on its security interest;
provided that in the case of a default which cannot with diligence be remedied or cured within such ninety (90) day period, such holder shall have additional time as reasonably necessary to remedy or cure such default.

In the event there is more than one such holder, the right to cure or remedy a breach or default of Buyer under this Section shall be exercised by the holder first in priority or as the holders may otherwise agree among themselves, but there shall be only one exercise of such right to cure and remedy a breach or default of Buyer under this Section.

No holder shall undertake or continue the construction or completion of the Project (beyond the extent necessary to preserve or protect the improvements or construction already made) without first submitting evidence reasonably satisfactory to City that it has the qualifications and financial responsibility necessary to construct and complete the improvements and enter into an agreement with City with respect to the obligations hereunder.

7. City’s Rights upon Failure of Holder to Complete Improvements. If a holder does not exercise the option to construct the Project as described above within one hundred eighty (180) days after taking title to the Site under Section 805 or if it has exercised such option and has not proceeded diligently with construction, City may, after ninety (90) days’ notice to such holder and if within said ninety (90) day period such holder has not begun to proceed diligently with construction, purchase the mortgage, upon payment to the holder of an amount equal to the sum of the following:
a. The unpaid mortgage debt including accrued and unpaid interest, fees and penalties;
b. All expenses incurred by the holder with respect to foreclosure, if any;
c. All third party expenses (exclusive of general overhead) of any kind, incurred by the holder as a direct result of the ownership or management of the Site, such as insurance premiums or real estate taxes, if any;
d. The costs of any improvements made by such holder, if any; and e. An amount equivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage debt and such debt had continued in existence to the date of payment by City.

In the event that the holder does not exercise its option to construct afforded in this Section, and City elects not to purchase the mortgage of holder, upon written request by the holder to City, City agrees to use reasonable efforts to assist the holder selling the holder’s JRS\ 30552-0234\ 838846.6 26
interest to a qualified and responsible party or parties approved by the holder. The proceeds of such a sale shall be applied first to the holder of those items specified in subparagraphs a. through e. hereinabove, and any balance remaining thereafter shall be applied as follows:
(1) First, to reimburse City, on its own behalf and on behalf of City, for all costs and expenses actually and reasonably incurred by City, including but not limited to payroll expenses, management expenses, legal expenses, and others. (2) Second, to reimburse City, on its own behalf and on behalf of City, for all payments made by City to discharge any other encumbrances or liens on the Site or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of Buyer, its successors or transferees. (3) Third, to reimburse City, on its own behalf and on behalf of City, for all costs and expenses actually and reasonably incurred by City, in connection with its efforts assisting the holder in selling the holder’s interest in accordance with this Section. (4) Fourth, any balance remaining thereafter shall be paid to Buyer.

8. Right of City to Cure Mortgage, Deed of Trust or Other Security Interest Default. In the event of a default or breach by Buyer (or entity permitted to acquire Title under this Section) under a mortgage prior to Project Completion, and the holder of any such mortgage has not exercised its option to complete the Project as provided above, City may cure the default prior to completion of any foreclosure. In such event, City shall be entitled to reimbursement from Buyer or other entity of all costs and expenses incurred by City in curing the default, to the extent permitted by law, as if such mortgage holder initiated such claim for reimbursement, including legal costs and attorneys’ fees, which right of reimbursement shall be secured by a lien upon the Site to the extent of such costs and disbursements. Any such lien shall be subject to:
a. Any Senior Financing; and
b. Any rights or interests provided in this Agreement for the protection of the holders; provided, that nothing herein shall be deemed to impose upon City any affirmative obligations (by the payment of money, construction or otherwise) with respect to the Site in the event of its enforcement of its lien.

9. Right of City to Satisfy Other Liens on the Site After Conveyance of Title. After the Closing and prior to Project Completion, and after Buyer has had a reasonable time to challenge, cure, or satisfy any liens or encumbrances on the Site or any portion thereof, City shall have the right to satisfy any such liens or encumbrances; provided, however, that nothing in this Agreement shall require Buyer to pay or make provision for the payment of any tax, assessment, lien or charge so long as Buyer in good faith shall contest the validity or amount thereof, and so long as such delay in payment shall not subject the Site or any portion thereof to forfeiture or sale.

M. (§513) Project Completion.

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After Project Completion, any third party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Site shall not (because of such ownership, purchase, lease, or acquisition) incur any obligation or liability under this Agreement with respect to the Site, except that such third party shall be bound by the covenants, encumbrances, and easements contained in the Grant Deed and the Regulatory Agreement.

After Completion of the Project, City shall not have any rights or remedies under this Agreement with respect to the Site, except as otherwise set forth or incorporated in the Grant Deed or the Regulatory Agreement.

Project Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Buyer to any holder, or any insurer of a mortgage securing money loaned to finance the improvements, or any part thereof.

N. (§514) Estoppels.

No later than fifteen (15) days after the request of Buyer or any holder, City shall, from time to time and upon the request of such holder, execute and deliver to Buyer or such holder a written statement of City that no default or breach exists (or would exist with the passage of time, or giving of notice or both) by Buyer under this Agreement, if such be the determination of City, and certifying as to whether or not Buyer has at the date of such certification complied with any obligation of Buyer hereunder as to which such holder may inquire. The form of any estoppel letter shall be prepared by the holder or Buyer and shall be at no cost to City.

O. (§ 515) Subordination.

City agrees to subordinate the Deed of Trust, Regulatory Agreement, this Agreement, and the Deed to Senior Financing. City Manager is hereby authorized and directed to execute such subordination agreements, intercreditor agreements, tri-party agreements, stand-still agreements, modifications to this Agreement, Note, Deed of Trust, the Deed and the Regulatory Agreement and/or other documents as may be reasonably requested by a Senior Financing holder. The execution of such agreements is subject to the requirement that such agreements contain written provisions which City Manager and City Attorney find are consistent with the standard requirements imposed by the lender for financing of similar projects in Orange county, the subordination requirements contained in this Agreement and that City be given notice and be permitted an opportunity to cure any defaults under the senior lien within a reasonable time.

City shall only be required to subordinate the Deed of Trust, the Regulatory Agreement, this Agreement and the Deed to Senior Financing provided the following requirements are satisfied:
a. Buyer is not in default under any obligations to City including, but not limited to, the Regulatory Agreement and this Agreement.
b. The Senior Financing holder agrees to provide City with any notice of default which is provided by the Senior Financing holder to Buyer and provide City with the right JRS\ 30552-0234\ 838846.6 28
(but not the obligation) to cure any default and extend the time for such cure provided City is diligently processing the cure of such default. c. A request for special notice and a request for notice of delinquency be recorded concurrently with the subordination agreement.
d. City will execute a subordination agreement for recordation as reasonably required by a title company to provide title insurance for the Senior Financing. e. Concurrently with the recordation of the subordination agreement, City’s Title Policy shall be updated as required by City at Developer’s cost and expense insuring the Deed of Trust is junior only to the specified Senior Financing. f. City shall be provided complete executed copies of all Senior Financing loan documents.

City shall be entitled to prompt reimbursement from Developer for any costs associated with curing a default on a senior lien. If not paid by Developer, such sum shall be added to the Note and secured by the Deed of Trust.

VI. (§600) USES AND MAINTENANCE OF THE SITE
A. (§601) Uses of the Site.

Effective on the Closing, Buyer covenants and agrees for itself, its successors and assigns, which covenants shall run with the land and bind every successor or assign in interest of Buyer, that during development of the Site pursuant to this Agreement and thereafter, neither the Site nor the improvements, nor any portion thereof, shall be improved, used or occupied in violation of any applicable governmental restrictions or the restrictions of this Agreement. Furthermore, Buyer and its successors and assigns shall not initiate, maintain, commit, or permit the maintenance or commission on the Site or in the improvements, or any portion thereof, of any nuisance, public or private, as now or hereafter defined by any statutory or decisional law applicable to the Site or the improvements, or any portion thereof. Effective as of the Closing, Buyer further covenants and agrees on behalf of itself and its successors and assigns to devote, use, operate and maintain the Site in accordance with this Agreement, the Grant Deed, the Regulatory Agreement, and the other documents recorded against the Site pursuant to the provisions of this Agreement.

Notwithstanding anything to the contrary or that appears to be to the contrary in this Agreement and except as set forth in any subordination agreement, Buyer hereby covenants, on behalf of itself, and its successors and assigns, which covenants shall run with the land and bind every successor and assign in interest of Buyer, that Buyer and such successors and assigns shall use the Site solely for the purpose of constructing, maintaining and operating the Project meeting the requirements and restrictions of this Agreement, including, without limitations, restriction of the sale and occupancy of the Affordable Units only to Qualified Purchasers for the Affordable Purchase Price.

B. (§602) Affordable Housing.

JRS\ 30552-0234\ 838846.6 29

1. Construction of Affordable Housing. Five (5) of the Residential Units shall be restricted to Low Income Households. The location, size and specifications of the Affordable Units, including affordability level, shall be as reasonably agreed to by City. All Residential Units, shall be subject to and shall be sold in compliance with the selection criteria described in the Regulatory Agreement.

2. Affordable Unit Requirements. Each of the Affordable Units shall be occupied at all times only by the Low Income Household that has purchased that Affordable Unit. Buyer covenants to cooperate with City in taking all steps necessary to implement this requirement with respect to all Affordable Units. The restrictions upon sale and use of each Affordable Unit shall continue for a period of forty-five (45) years from the initial sale of the Affordable Unit by Buyer to a Qualified Purchaser.

3. Sale of Affordable Units by Buyer.

Prior to the deadline specified in the Schedule of Performance, Buyer shall prepare and obtain City’s approval (which shall not be unreasonably withheld) of a marketing program (“Approved Marketing Program”) for the selection of purchasers of the Affordable Units, at the Project that shall be in accordance and consistent with the use and other requirements and restrictions of the Regulatory Agreement. The Affordable Units shall thereafter be marketed in accordance with the Approved Marketing Program as the same may be amended by Buyer from time to time with City’s prior written approval, which shall not be unreasonably withheld. Monthly during the initial sale period, and annually thereafter, Buyer shall provide City with a report with respect to Affordable Units under a purchase and sale agreement, the status of implementation of the Approved Marketing Program, and such other information as City may reasonably request. City agrees to exercise reasonable efforts to assist Buyer in connection with implementation of the Approved Marketing Program; provided, City shall not be under any obligation to incur any out-of-pocket expenses in connection therewith. City agrees to make “silent second” loans to the purchasers of each of the Affordable Units within the Project (“Qualified Purchaser Loans”). The principal amount of each Qualified Purchaser Loan shall be one fifth (1/5th) the amount of the Note.

Homeowner repayment of Qualified Purchaser Loans shall be due upon the subsequent transfer of the Affordable Unit, with no periodic payments required. Any remaining balance of the Qualified Purchaser Loan shall be forgiven upon the expiration of the affordability covenant for such Affordable Unit, provided that such affordability covenant is not in default at such time. The Qualified Purchaser Loans shall be assumable by subsequent purchasers of the Affordable Units who satisfy the requirements of the Regulatory Agreement. Qualified Purchaser Loans will be secured with deeds of trust which will be subordinate to first mortgage financing for the Affordable Unit. Buyer shall coordinate the issuance of such “silent seconds” between City and each Qualified Purchaser.

4. Termination of License.

Prior to the Closing City will terminate the License and cause the Licensee to vacate the Site.

C. (§603) Obligation to Refrain from Discrimination.

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There shall be no discrimination against, or segregation of, any persons, or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the rental, sale, lease, sublease, transfer, use, occupancy, or enjoyment of the Site, or any portion thereof, nor shall Buyer, or any person claiming under or through Buyer, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site or any portion thereof (except as permitted by this Agreement). The nondiscrimination and non-segregation covenants contained herein shall remain in effect in perpetuity.

D. (§604) Form of Nondiscrimination and Non-segregation Clauses.

Subject to the tenancy/occupancy restrictions on the Residential Units not prohibited by federal law as embodied in this Agreement, which may modify the following nondiscrimination clauses, the following shall apply: Buyer shall refrain from restricting the rental, sale, or lease of any portion of the Site on the basis of race, color, creed, religion, sex, marital status, ancestry or national origin of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:

1. Deeds: In deeds the following language shall appear: “The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and 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, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee, or any persons claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land.”

2. Leases: In leases the following language shall appear: “The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: ‘That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased.”

3. Contracts: Any contracts which Buyer or Buyer’s heirs, executors, administrators, or assigns propose to enter into for the sale, transfer, or leasing of the Site shall contain a nondiscrimination and non-segregation clause substantially as set forth in Section 603 and in this Section. Such clause shall bind the contracting party and subcontracting party or transferee under the instrument.

JRS\ 30552-0234\ 838846.6 31
E. (§605) Maintenance of Improvements.

Buyer covenants and agrees for itself, its successors and assigns, and every successor in interest to the Site or any part thereof, that, after Project Completion, and prior to the Project homeowner’s association becoming responsible for same, Buyer shall (i) be responsible for maintenance of all improvements that may exist on the Site from time to time, including without limitation buildings, parking lots, lighting, signs, and walls, in good working condition and repair, and shall keep the Site free from any accumulation of debris or waste materials and (ii) maintain all landscaping required pursuant to Buyer’s approved landscaping plan in a healthy condition, including replacement of any dead or diseased plants. The foregoing maintenance obligations shall run with the land in accordance with and for the term of the Regulatory Agreement. Buyer’s further obligations to maintain the Site, and City’s remedies in the event of Buyer’s default in performing such obligations, are set forth in the Regulatory Agreement. Buyer hereby waives any notice, public hearing, and other requirements of the public nuisance laws and ordinances of City that would otherwise apply, except as specified in said Regulatory Agreement. Upon the sale of any portion of the Site to a third party in which Buyer has no interest, Buyer shall be released from the requirements imposed by this Section 605, and the financial liability therefor, as to the portion of the Site conveyed.

F. (§606) Effect of Covenants.

City is a beneficiary of the terms and provisions of this Agreement and of the restrictions and covenants running with the land, whether appearing in the Grant Deed, or the Regulatory Agreement, for and in its own right for the purposes of protecting the interests of the community in whose favor and for whose benefit the covenants running with the land have been provided. The covenants in favor of City shall run without regard to whether City has been, remains or is an owner of any land or interest therein in the Site, and shall be effective as both covenants and equitable servitudes against the Site. City shall have the right, if any of the covenants set forth in this Agreement which are provided for its benefit are breached, to exercise all rights and remedies and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it may be entitled. No other person or entity shall have any right to enforce the terms of this Agreement under a theory of third-party beneficiary or otherwise. The covenants running with the land and their duration are set forth in the Grant Deed and the Regulatory Agreement.

VII. (§700) SPECIAL PROVISIONS
A. (§701) Amendments to this Agreement to Comply with Senior Financing.

If reasonable changes to this Agreement are reasonably required by the lender providing Senior Financing pursuant to Section 401, the parties agree to effectuate such changes, City Manager is authorized, without further approval of City Council, but with approval of the City Attorney, to make changes to this Agreement and the Regulatory Agreement as reasonably required to satisfy the requirements described herein.

B. (§ 702) Minor Amendments.

JRS\ 30552-0234\ 838846.6 32
Each party agrees to consider reasonable requests for amendments to this Agreement which may be made by the other party, lending institutions, or financial consultants. Any amendments to this Agreement must be in writing and signed by the City.

On behalf of City, City Manager shall have City to make minor amendments to this Agreement, including, but not limited to, the granting of extensions of time to Buyer, so long as such actions do not materially change the Agreement or make a commitment of additional funds of City. All other changes, modifications, and amendments shall require the prior approval of City’s governing board.

VIII. (§800) DEFAULTS, REMEDIES AND TERMINATION
A. (§801) Defaults, Right to Cure and Waivers.

Subject to any Enforced Delay, failure or delay by either party to timely perform any covenant or obligations of this Agreement constitutes a default under this Agreement, but only if the party who so fails or delays does not commence to cure, correct or remedy such failure or delay within thirty (30) days after receipt of a written notice specifying such failure or delay from the other party, and does not thereafter prosecute such cure, correction or remedy with diligence to completion. Except as required to protect against further damages, the non-defaulting party may not institute proceedings against the party in default until thirty (30) days after giving such notice if the defaulting party has not complied with the immediately preceding sentence. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default.

Except as otherwise provided in this Agreement, waiver by either party of the performance of any covenant, condition or promise, shall not invalidate this Agreement, nor shall it be considered a waiver of any other covenant, condition, or promise. Waiver by either party of the time for performing any act shall not constitute a waiver of time for performing any other act or an identical act required to be performed at a later time. The delay or forbearance by either party in exercising any remedy or right as to any default shall not operate as a waiver of any default or of any rights or remedies or to deprive such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies.

B. (§802) Legal Actions.

1. Institution of Legal Actions. In addition to any other rights or remedies, and subject to the requirements of Section 801, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Legal actions must be instituted and maintained in the Superior Court of the County of Orange, State of California, in any other appropriate court in that county, or in the Federal District Court in the Eastern District of California.

2. Applicable Law and Forum. The laws of the State of California shall govern the interpretation and enforcement of this Agreement.

3. Acceptance of Service of Process. In the event that any legal action is commenced by Buyer against City, service of process on City shall be made by personal JRS\ 30552-0234\ 838846.6 33
service upon City Manager or City Attorney or in such other manner as may be provided by law. In the event that any legal action is commenced by City against Buyer, service of process on Buyer shall be made in such manner as may be provided by law and shall be valid whether made within or outside of the State of California.

C. (§803) Rights and Remedies are Cumulative.

Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of its 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.

D. (§804) Specific Performance.

In addition to any other remedies permitted by this Agreement, if either party defaults under this Agreement by failing to perform any of its obligations in this Agreement, each party agrees that except as otherwise provided in Section 411(3) (City cannot obtain specific performance if Buyer fails to acquire the Site for any reason), the other shall be entitled to the judicial remedy of specific performance, and each party agrees (subject to its reserved right to contest whether in fact a default does exist) not to challenge or contest the appropriateness of such remedy. In this regard, Buyer specifically acknowledges that City is entering into this Agreement for the purpose of assisting in the development of the Site for affordable housing and not for the purpose of enabling Buyer to speculate in land.

E. (§805) Right of Reverter.

City shall have the right, at its option, upon one hundred twenty (120) days prior written notice, to reenter and take possession of the Site or any portion thereof with all improvements thereon and to terminate and re-vest in City the estate conveyed to Developer, if after conveyance of the estate and prior to Project Completion Developer (or his successors in interest) shall, subject to Enforced Delay:

1. Fail to commence construction of the improvements as required by this Agreement, if such failure is in violation of the Schedule of Performance, for a period of 90 days after issuance of a building permit, provided that Developer shall not have obtained an extension or postponement to which Developer may be entitled pursuant to this Agreement; or

2. Abandon or substantially suspend construction of the improvements for a period of one hundred twenty (120) days after written notice of such abandonment or suspension from City, provided that Developer shall not have obtained an extension of time to which Developer may be entitled pursuant to this Agreement; or

3. Assign or attempt to assign this Agreement, or any rights herein, or Transfer, or suffer any involuntary Transfer of, the Site, or any part thereof, in violation of this Agreement, and such violation shall not be cured within one hundred twenty (120) days after the date of receipt of written notice thereof by City to Developer.

JRS\ 30552-0234\ 838846.6 34
The right to re-enter, repossess, terminate, and re-vest shall be subject to and be limited by and shall not defeat, render invalid, or limit:

1. Any mortgage, deed of trust, or other security interests permitted by this Agreement; or

2. Any rights or interests provided in this Agreement for the protection of the holders of such mortgages, deeds of trust, or other security interests.

Upon the revesting of the Site in the City, the Note shall be cancelled and of no further force or effect. Notwithstanding anything to the contrary set forth above, City’s right to re-acquire the Site shall be subject to and conditioned upon (A) if the Senior Financing (as defined below) is a secured credit facility (“Credit Facility”), City payment to the holders of such Credit Facility of the then current collateral value of the Site (including all improvements thereon) as reflected on the holder of such Credit Facility books and records pursuant to the Credit Facility loan documents or (B) if the Senior Financing is project specific financing secured by any other first in priority mortgage or deed of trust holder, payment of the full amount of the unpaid debt, plus any accrued and unpaid interest, costs and expenses. In addition to payment of the amounts required to be paid above, to exercise its right to purchase, enter and take possession with respect to the Site (or portion thereof).

Buyer shall thereupon execute and deliver to the City a grant deed transferring to the City (or its designee) all of Buyer’s interest in the Site (or portion thereof) in its AS-IS, WHEREIS CONDITION, WITHOUT ANY REPRESENTATIONS OR WARRANTIES. In the event City exercises its purchase right to repurchase, such exercise shall constitute the City’s sole and exclusive remedy on account of any default of Buyer which gives rise to the City’s purchase option hereunder, except that the foregoing limitation on remedies shall not affect the Buyer’s indemnity obligations under the Sale Agreement.

Upon the re-vesting in City of possession of the Site, or any part thereof, as provided in this Section 805, City shall, pursuant to its responsibilities under state law, use its best efforts to release, or resell or re-grant the Site, as necessary and legally permitted, as the case may be, or any part thereof, as soon and in such manner as City shall find feasible and consistent with the objectives of such law to a qualified and responsible party or parties (as determined by City), who will assume the obligation of making or completing the improvements, or such other improvements in their stead, as shall be satisfactory to City and in accordance with the uses specified for the Site.

In the event of a resale, the proceeds thereof shall be applied as follows:

1. First, to reimburse City on its own behalf or on behalf of City for all costs and expenses incurred by City, including but not limited to, salaries to personnel, legal costs and attorneys’ fees, and all other contractual expenses in connection with the recapture, management, and resale of the Site (but less any income derived by City from the Site or part thereof in connection with such management); all taxes, assessments and water and sewer charges with respect to the Site (or, in the event the Site is exempt from taxation or assessment or such charges during the period of ownership, then such taxes, assessments, or charges, as determined by City, as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge or prevent from JRS\ 30552-0234\ 838846.6 35
attaching or being made any subsequent encumbrances or liens due to obligations incurred with respect to the making or completion of the agreed improvements or any part thereof on the Site or part thereof; and amounts otherwise owing City by Developer, its successors, or transferees; and

2. Second, to reimburse Developer, its successor or transferee, up to the amount equal to (i) the costs incurred for the development of the Site and for the agreed development expenses and improvements existing on the Site at the time of the re-entry and repossession, less (ii) any gains or income withdrawn or made by Developer from the Site or the improvements thereon.

3. Any balance remaining after such reimbursements shall be retained by City as its property.

To the extent that the right established in this Section involves a forfeiture, it must be strictly interpreted against City, the party for whose benefit it is created. The rights established in this Section are to be interpreted in light of the fact that City will sell the Site to Developer for development, and not for speculation in undeveloped land.

City’s rights under this Section 805 shall terminate and be of no further force or affect upon the conveyance of the final Affordable Unit (as defined in the Agreement) in accordance with the Regulatory Agreement. In addition, notwithstanding anything to the contrary in this Agreement the provisions of this Section 805 shall (i) not apply in any way effect any (1) residence constructed on the Site and transferred to home purchaser in accordance with a Final Subdivision Public Report issued by the California Department of Real Estate and/or (2) any common area conveyed to a homeowners association formed in connection with the development of the site and (ii) shall automatically terminate as to any such residence or common area concurrently with the conveyance thereof to a home purchaser or association, as applicable.

F. (§806) Attorneys’ Fees.

If either party to this Agreement is required to initiate or defend any action or proceeding in any way arising out of the parties’ agreement to, or performance of, this Agreement, or is made a party to any such action or proceeding by the Escrow Agent or other third party, such that the parties hereto are adversarial, the prevailing party, as between Buyer and City only, 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 from the other. As used herein, the “prevailing party” shall be the party determined as such by a court of law, pursuant to the definition in Code of Civil Procedure Section 1032(a)(4), as the same may be amended or re-codified from time to time. Attorneys’ fees shall include attorneys’ fees on any appeal, and in addition a party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs, including expert witness fees, 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.

JRS\ 30552-0234\ 838846.6 36
IX. (§900) GENERAL PROVISIONS
A. (§901) Notices, Demands and Communications Between the Parties.

Except as expressly provided to the contrary herein, any notice, consent, report, demand, document or other such item to be given, delivered, furnished or received hereunder shall be deemed given, delivered, furnished, and received when given in writing and personally delivered to an authorized agent of the applicable party, or upon delivery by the United States Postal Service, first-class registered or certified mail, postage prepaid, return receipt requested, or by a national “overnight courier” such as Federal Express, at the time of delivery shown upon such receipt; or by e-mail; in any case, delivered to the address, addresses and persons as each party may from time to time by written notice designate to the other and who initially are:

City: City of Cypress
5275 Orange Ave.

Cypress CA 90630
Attn: City Manager
Email: [email protected]
Copy to: Aleshire & Wynder, LLP
1 Park Plaza, Suite 1000
Irvine, CA 92614
Attn: Fred Galante, Esq.

E-Mail: [email protected]
Buyer: OLSON URBAN HOUSING, LLC
3010 Old Ranch Parkway, Suite 100
Seal Beach, CA 90740
Attn: Todd Olson and John Reekstin
E-Mail [email protected] and [email protected] Copy to: Dzida, Carey & Steinman
3 Park Plaza, Suite 750
Irvine, CA 92614
Attn: Jay R. Steinman, Esq.

E-Mail: jsteinman@dcslaw. com
B. (§902) Nonliability of City and City Officials and Employees; Conflicts of Interest; Commissions.

1. Personal Liability. No member, official, employee, agent or contractor of City or City shall be personally liable to Buyer in the event of any default or breach by City or for any amount which may become due to Buyer or on any obligations under the terms of the Agreement; provided, it is understood that nothing in this Section 902 is intended to limit City’s liability.

JRS\ 30552-0234\ 838846.6 37

2. Financial Interest. No member, official, employee or agent of City or City shall have any financial interest, direct or indirect, in this Agreement, nor participate in any decision relating to this Agreement which is prohibited by law.

3. Commissions. Neither City nor Buyer has retained any broker or finder or has paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. No party shall be liable for any real estate commissions, brokerage fees or finders fees which may arise from this Agreement, and each party agrees to hold the other harmless from any claim by any broker, agent, or finder resulting due to the actions of such party.

C. (§903) Enforced Delay: Extension of Times of Performance.

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

Notwithstanding the foregoing or any other provision of this Agreement to the contrary and regardless of whether this Section 903 is referenced, a party shall not be deemed to be in default under this Agreement including, without limitation the Schedule of Performance, where delay or default is due to war; insurrection; strikes; lock-outs; riots, floods; earthquakes; fires; casualties; supernatural causes; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; subsurface conditions on the Site and unknown soils conditions; governmental restrictions or priority litigation; unusually severe weather; acts or failure to act of the other party; acts or the failure to act of a public or governmental agency or entity (except that acts or the failure to act of City shall not excuse performance by City unless the act or failure is caused by the acts or omissions of Buyer); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform (herein “Enforced Delay”). In the event of an Enforced Delay, (i) the party delayed shall continue to exercise reasonable diligence to minimize the period of the delay and (ii) any time for performance under this Agreement shall be extended by the period of the Enforced Delay which shall commence to run from the time of the commencement of the Enforced Daly, provided notice by the party claiming such Enforced Delay is sent to the other party within fifteen (15) days after the commencement of the Enforced Delay unless the other party has actual knowledge of such Enforced Delay.

The following shall not be considered as events or causes beyond the control of Buyer, and shall not constitute Enforced Delay: (i) Buyer’s failure to obtain financing for the Project (except as provided in Section 401), and (ii) Buyer’s failure to negotiate agreements with prospective Residential Unit purchasers or the alleged absence of favorable market conditions for such uses.

Times of performance under this Agreement may also be extended by mutual written agreement by City and Buyer. City Manager shall have authority on behalf of City to approve extensions of time not to exceed a cumulative total of one hundred eighty (180) days with respect to the development of the Site.

D. (§904) Intentionally Omitted.

E. (§905) Assurances to Act in Good Faith.

JRS\ 30552-0234\ 838846.6 38
City and Buyer agree to execute all documents and instruments and to take all action, including making a deposit of funds in addition to such funds as may be specifically provided for herein, and as may be required in order to consummate conveyance and development of the Site as herein contemplated, and shall use their best efforts, to accomplish the closing and subsequent development of the Site in accordance with the provisions hereof. City and Buyer shall each diligently and in good faith pursue the satisfaction of any conditions or contingencies subject to their approval.

F. (§906) 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.

The section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. This Agreement includes all attachments attached hereto, which are by this reference incorporated in this Agreement in their entirety.

G. (§907) Entire Agreement, Waivers and Amendments.

This Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and this Agreement supersedes all negotiations and previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement, unless specified otherwise herein, must be in writing and signed by the appropriate authorities of City or Buyer, as applicable, and all amendments hereto must be in writing and signed by the appropriate authorities of City and Buyer.

H. (§908) Severability.

In the event any term, covenant, condition, provision or agreement contained herein is held to be invalid, void or otherwise unenforceable, by any court of competent jurisdiction, such holding shall in no way affect the validity or enforceability of any term, covenant, condition, provision or agreement contained herein.

I. (§909) Time for Acceptance of Agreement by City.

This Agreement, when executed by Buyer and delivered to City, must be authorized, executed and delivered by City, after consideration at a public meeting. After execution by Buyer, this Agreement shall be considered an irrevocable offer until such time as City is authorized to execute and deliver the Agreement.

J. (§910) Execution.

1. 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.

2. City represents and warrants that: (i) it is a municipal corporation under the laws of the State of California; (ii) by proper action of City, City has been duly authorized to JRS\ 30552-0234\ 838846.6 39
execute and deliver this Agreement, acting by and through its duly authorized officers; and (iii) the entering into this Agreement by City does not violate any provision of any other agreement to which City is a party.

3. Buyer represents and warrants that: (i) it is duly organized and existing under the laws of the State of California; (ii) by proper action of Buyer, Buyer has been duly authorized to execute and deliver this Agreement, acting by and through its duly authorized officers; and (iii) the entering into this Agreement by Buyer does not violate any provision of any other agreement to which Buyer is a party.
[SIGNATURES ON FOLLOWING PAGE]
JRS\ 30552-0234\ 838846.6 40
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date of execution by City.

REMINDER: PARTIES NEED TO INITIAL SECTION 409.

BUYER: CITY:

OLSON URBAN HOUSING, LLC, a
Delaware limited liability company
By: In Town Living, Inc., a Delaware
corporation
Its: Managing Member
By: ____________________________
Todd Olson, President of Community
Development
By: _____________________________
Name: __________________________
Title: ____________________________

CITY OF CYPRESS CITY,
a California municipal agency
By: ____________________________
Scott Minikus, Mayor
ATTEST:

By: ____________________
Alisha Farnell, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
By: _______________________
Fred Galante, City Attorney
JRS\ 30552-0234\ 838846.6 1
ATTACHMENT NO. 1

LEGAL DESCRIPTION OF SITE
That certain real property in the City of Cypress, County of Orange, State of California legally described as follows:

ALL THAT CERTAIN LAND SITUATED IN THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 4 SOUTH, RANGE 11 WEST, IN THE RANCHO LOS

COYOTES, IN THE CITY OF CYPRESS, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 11 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 16; THENCE SOUTH 582.84 FEET ALONG THE

EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 16 TO THE NORTHEASTERLY LINE OF THE PACIFIC ELECTRIC RAILWAY COMPANY'S 100 FOOT RIGHT OF WAY; THENCE NORTHWESTERLY 125.22 FEET ALONG SAID RIGHT OF WAY TO A LINE PARALLEL WITH AND WESTERLY 100 FEET FROM SAID EAST LINE OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION; THENCE NORTH 467.80 FEET ALONG SAID PARALLEL LINE TO THE NORTH LINE OF SAID SECTION 16; THENCE EAST 100 FEET ALONG SAID NORTH LINE TO THE POINT OF BEGINNING.

EXCEPT THE NORTH 66 FEET THEREON GRANTED TO THE STATE OF CALIFORNIA BY DEED RECORDED AUGUST 28, 1956 IN BOOK 3625, PAGE 548 OF OFFICIAL RECORDS.

APN: 244-472-09
JRS\ 30552-0234\ 838846.6 1
ATTACHMENT NO. 1-A

SITE MAP
JRS\ 30552-0234\ 838846.6
1 ATTACHMENT NO. 2

SCOPE OF DEVELOPMENT
The term “Project” shall mean improvements required to be constructed by Buyer on the Site including, but not limited to, the construction of buildings, glass and concrete work, landscaping, parking areas, and related improvements.

The acquisition and development costs for the Project shall be obtained by Buyer from a variety of sources.

JRS\ 30552-0234\ 838846.6
1 ATTACHMENT NO. 3

SCHEDULE OF PERFORMANCE
Item To Be Performed Time for Performance

1. Buyer executes and delivers 3 copies to
City of the Sale Agreement and Escrow
instructions to which this Exhibit is
Attached (“Sale Agreement”)
Prior to scheduled City Council
meeting to consider the Sale
Agreement.

2. City Council approves or disapproves Sale
Agreement. If approved, the date of such
approval is “Effective Date.”
Within 30 days after execution by
Buyer of Sale Agreement and
delivery to City per Item 1

3. Parties shall open Escrow by delivering
fully executed copies of the Sale
Agreement to Escrow Agent with Buyer
delivering the Deposit to Escrow Agent
(“Opening of Escrow”)
Within 10 days after the Effective
Date

4. City delivers Preliminary Title Report to
Buyer
Within10 days after Opening of
Escrow

5. Buyer approves or disapproves title
exceptions
Within 45 days after delivery of
Preliminary Title Report to Buyer

6. City delivers notice to Buyer as to whether
it will cure disapproved exceptions
Within 15 days after receipt of
Buyer’s notice of disapproved
exceptions

7. Buyer presents conceptual architectural
drawings to City
Within 30 days following the
Effective Date.

8. Buyer submits Marketing Plan for the
Affordable Units to City
Within 6 months following Effective
Date.

9. City approves or disapproves all
entitlements for the Site including, without
limitation, Conditional Use Permit, grading
permit ready to issue and Tentative Tract
Map with conditions of approval and
grading permit (“Entitlements”).

Within 90 days following the date
when Buyer’s application for the
Entitlements is deemed complete.

10. Escrow Agent gives notice of fees,
charges, and costs to close Escrow
One (1) week prior to the Closing
Date

11. Deposits into Escrow by City: All no later than 11 a.m. on Closing Date
a) Executed Deed
JRS\ 30552-0234\ 838846.6
2 Item To Be Performed Time for Performance
b) Estoppel Certificate
c) Payment of City’s share of Escrow
Costs.
d) Taxpayer ID Certificate
e) FIRPTA Certificate
f) Two (2) copies of the Regulatory
Agreement
g) Owners Affidavit on Title Company
Form

12. Deposits into Escrow by Buyer or on
behalf of Buyer:

All no later than 11 a.m. on Closing
Date
a) Note
b) Deed of Trust
c) Estoppel Certificate
d) Regulatory Agreement
e) Acceptance of Grant Deed
f) Payment of Buyer’s Share of
Escrow Costs
g) Certificates evidencing insurance
h) PCOR

13. Closing Date Ten (10) days following final City
approval of all Entitlements and the
expiration of all applicable appeal
and challenge periods with no
appeal or challenge having been
filed or if filed resolved in favor of
such approved entitlements.

14. Buyer to submit building plans for Plan
Check. Buyer responsible for payment of
applicable fees.

Within 120 days following the
Closing.

15. Buyer commences construction of the
Project (meaning commencement of
grading of the Site)
Within 90 days following receipt of
building permits.

16. Project Completion. Within 36 months from Closing.

JRS\ 30552-0234\ 838846.6
3 Item To Be Performed Time for Performance

17. Buyer completes sale of Affordable Units
pursuant to the Approved Marketing
Program
Not later than 6 months after
completion of construction of the
Project
Except as otherwise provided in this Schedule of Performance, all capitalized words and phrases used in this Schedule of Performance shall have the same meanings given them in the Sale Agreement. It is understood that the foregoing Schedule of Performance is subject to all of the terms and conditions set forth in the Sale Agreement. The summary of the items of performance in this Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule of Performance and the text of the Sale Agreement, the text shall govern.

The time periods set forth in this Schedule of Performance are subject to Enforced Delay and may be altered or amended only by written agreement signed by both Buyer and City.

A failure by either party to enforce a breach of any particular time provision shall not be construed as a waiver of any other time provision. City Manager shall has the ability to approve extensions of time without City Council action not to exceed a cumulative total of one hundred eighty (180) days as provided in Section 903 of the Sale Agreement.

JRS\ 30552-0234\ 838846.6 1
ATTACHMENT NO. 4

GRANT DEED

FREE RECORDING REQUESTED BY AND
AFTER RECORDATION RETURN TO:

CITY OF CYPRESS
5275 Orange Ave
Cypress CA 90630
Attn: City Manager
________________________________________________________________________ APN 244-472-09 (Space Above This Line For Recorder’s Office Use Only)

GRANT DEED
For valuable consideration, the receipt of which is hereby acknowledged, CITY OF CYPRESS, a California municipal corporation (“Grantor”) hereby grants to ____________________________________________ (“Grantee”), the real property legally described in Exhibit “A” attached hereto and incorporated herein by this reference (“Site”).

As consideration for this conveyance, the Grantee covenants by and for itself and any successors in interest for the benefit of Grantor, as follows:

1. Sale Agreement. The Site is conveyed pursuant to that certain Sale Agreement and Escrow Instructions entered into between and between Grantor and Grantee dated _____________, 2024 (“Sale Agreement”). Grantee covenants and agrees for itself and its successors and assigns to use, operate and maintain the Site in accordance with the Sale Agreement so long as it is in effect and in accordance with its terms and this Deed. In the event of any conflict between this Grant Deed and the Sale Agreement, the provisions of the Sale Agreement shall control.

2. Regulatory Agreement. Grantee covenants and agrees for itself and its successors and assigns to its interest in the Site that it shall abide by all of the terms listed in that certain Regulatory Agreement and Declaration of Covenants and Restrictions between Grantor and Grantee dated and recorded concurrently with this Grant Deed (“Regulatory Agreement”) for so long as the Regulatory Agreement is in effect in accordance with its terms.

3. Use of Site. Grantee covenants that Grantee may only use the Site for residential purposes as consistent with the time period and other terms, covenants and conditions set forth in the Sale Agreement and the Regulatory Agreement, by which Grantee has agreed to be bound for so long as the Regulatory Agreement is in effect according to its terms.

4. Encumbrances Prohibited. Prior to Project Completion as provided in the Sale Agreement, Grantee shall not place or suffer to be placed on the Site any lien or encumbrance other than mortgages, deeds of trust, sales and leases back or any other form of conveyance required for financing of the acquisition of the Site, the construction of JRS\ 30552-0234\ 838846.6 2
improvements on the Site, and any other expenditures necessary and appropriate to develop the Site, except as specifically provided in the Sale Agreement and attachments thereto.

5. Non-Discrimination. Grantee covenants that except for the tenancy/occupancy restrictions not prohibited by federal law as embodied in the Sale Agreement and Regulatory Agreement, there shall be no discrimination against, or segregation of, any persons, or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the rental, sale, lease, sublease, transfer, use, occupancy, or enjoyment of the Site, or any portion thereof, nor shall Grantee, or any person claiming under or through Grantee, establish or permit any such practice or practices of discrimination or segregation with references to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site or any portion thereof. The nondiscrimination and non-segregation covenants contained herein shall remain in effect in perpetuity.

6. Form of Nondiscrimination Clauses in Agreements. Subject to the tenancy/occupancy restrictions not prohibited by federal law as embodied in the Sale Agreement, which may modify the following nondiscrimination clauses, the following shall apply: Grantee shall refrain from restricting the rental, sale, or lease of any portion of the Site on the basis of race, color, creed, religion, sex, marital status, age, physical or mental disability, ancestry, or national origin of any person. All such deeds, leases, or contracts shall contain or be subject to substantially the following nondiscrimination or non-segregation clauses:
a. Deeds: In deeds the following language shall appear: “The grantee herein covenants by and for itself, its heirs, executors, administrators, and 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, marital status, age, physical or mental disability, ancestry, or national origin in the sale, lease, rental, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee itself, or any persons claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land.” b. Leases: In leases the following language shall appear: “The lessee herein covenants by and for itself, its heirs, executors, administrators, successors, and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions:
“That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, physical or mental disability, ancestry, or national origin in the leasing, subleasing, renting, transferring, use, occupancy, tenure, or enjoyment of the land herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased.”
c. Contracts: In contracts the following language shall appear: “There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, physical or mental disability, ancestry, or national origin in the sale, lease, rental, sublease, transfer, use, occupancy, tenure, or JRS\ 30552-0234\ 838846.6 3
enjoyment of the land, nor shall the transferee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land.”
The foregoing covenants shall remain in effect in perpetuity.

7. Mortgage Protection. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument permitted by the Sale Agreement; provided, however, that any successor of Grantee to the Site shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such successor’s title was acquired by foreclosure, deed in lieu of foreclosure, trustee’s sale or otherwise.

8. Covenants to Run With the Land. The covenants contained in this Deed shall be construed as covenants running with the land and not as conditions which might result in forfeiture of title, and shall be binding upon Grantee, its heirs, successors and assigns to the Site, whether their interest shall be fee, easement, leasehold, beneficial or otherwise.

IN WITNESS WHEREOF, Grantor has caused this Grant Deed to be executed on its behalf by its respective officers duly authorized, this _____ day of _______________, 202__.

GRANTOR:

CITY OF CYPRESS,
a California municipal agency
By: ____________________________
Scott Minikus, Mayor
Date: ____________, 2024
ATTEST:

By: ____________________
Alisha Farnell, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
By: _______________________
Fred Galante, City Attorney
Not to be executed until Closing
Not to be executed until Closing
Not to be executed until Closing
JRS\ 30552-0234\ 838846.6 1

ACCEPTANCE OF GRANT DEED
By its acceptance of this Grant Deed, Grantee hereby agrees as follows:

1. Grantee expressly understands and agrees that the terms of the Grant Deed shall be deemed to be covenants running with the land and shall apply to all of the Grantee’s successors and assigns.

2. The provisions of this Grant Deed are hereby approved and accepted.

GRANTEE:
_________________________________
By: _____________________________
Its: Managing Member
By: ____________________________

By: _____________________________
Name: __________________________
Title: ____________________________
JRS\ 30552-0234\ 838846.6
1 STATE OF CALIFORNIA )
) ss.

COUNTY OF ____________ )
On _________________, 202__ before me, ___________________________, a notary public, personally appeared _______________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
_________________________________________
Notary Public
SEAL:

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

JRS\ 30552-0234\ 838846.6 2

EXHIBIT A

LEGAL DESCRIPTION OF SITE
That certain real property in the City of Cypress, County of Orange, State of California legally described as follows:

ALL THAT CERTAIN LAND SITUATED IN THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 4 SOUTH, RANGE 11 WEST, IN THE RANCHO LOS

BEGINNING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 16; THENCE SOUTH 582.84 FEET ALONG THE

EXCEPT THE NORTH 66 FEET THEREON GRANTED TO THE STATE OF CALIFORNIA BY DEED RECORDED AUGUST 28, 1956 IN BOOK 3625, PAGE 548 OF OFFICIAL RECORDS.

APN: 244-472-09
JRS\ 30552-0234\ 838846.6 3
ATTACHMENT NO. 5

PROMISSORY NOTE SECURED BY DEED OF TRUST
$ 1,629,000 (“Loan Amount”) _________, 2024 (“Note Date”)

FOR VALUE RECEIVED, OLSON URBAN HOUSING LLC, a Delaware limited liability company (“Maker”) hereby promises to pay to the order of the CITY OF CYPRESS, a municipal corporation or order (“Holder” or “City”) at a place designated by Holder, the principal sum of One Million Six Hundred Twenty-Nine Thousand Dollars ($1,629,000) (“Note Amount”), plus accrued interest (as specified below), or such lesser amount which shall from time to time be owing hereunder pursuant to the terms hereof.

Pursuant to the Sale Agreement (as defined below), Maker acquired the “Property” (as defined in the Sale Agreement). This Note represents the purchase price for the Property.

This Note is secured by that certain Purchase Money Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing of even date herewith made by and among Maker as trustor, Holder as beneficiary, and Fidelity National Title Insurance Company as trustee, and recorded concurrently with the recordation of the Grant Deed (“Trust Deed”).

Reference is also made to the following additional agreements and documents involving Maker and Holder pertaining to the Property:
i. The Grant Deed executed by Holder conveying the Property to Maker which is recorded concurrently with the recordation of the Trust Deed securing this Note and which includes continuing covenants (“Grant Deed”). ii. The Regulatory Agreement and Declaration of Covenants and Restrictions executed by Holder (as City) and Maker (as Owner) which was recorded concurrently with the recordation of the Trust Deed securing this Note and which includes continuing covenants (“Regulatory Agreement”). iii. That certain Sale Agreement and Escrow executed by and between Holder (as City) and Maker (as Developer) for the sale of the Property to Maker and its development by Maker (“Sale Agreement”).

The documents listed in subparagraphs (i), (ii) and (iii) above are referred to herein collectively as the “City Agreements” and individually as a “City Agreement.” The City Agreements are incorporated herein as though fully set forth. However, the City Agreements are NOT secured by the Trust Deed.

1. Defined Terms. Except as otherwise provided herein, the defined terms used in this Note shall have the same meaning as set forth in the Sale Agreement.

2. Purpose of Loan. This Note is a purchase money carry-back obligation for the purchase price related to the sale of the Property in accordance with the Sale Agreement.

JRS\ 30552-0234\ 838846.6 4

3. Effective Date. This Note shall be effective as of the date that the Trust Deed is recorded in the Official Records of Orange County against the Property (“Effective Date”).

4. Principal Amount. The principal amount of this Note is One Million Six Hundred Twenty-Nine Thousand Dollars ($1,629,000) (“Principal”).

5. Interest. Commencing as of the Effective Date, interest shall accrue on the principal at the rate of four percent (4%) per annum simple interest until paid in full.

6. Payments; Forgiveness.
a. Principal Payment. The amount of One Million Six Hundred Twenty-Nine Thousand Dollars ($1,629,000), plus all interest accrued thereon, shall be paid to Holder concurrently with the sale of each of the Affordable Units (as defined in the Sale Agreement). Should Maker fail to comply with the terms of the Regulatory Agreement to sell five (5) units to Qualified Purchasers, as described therein, the entire remaining principal balance plus any accrued interest shall be due and payable upon the first to occur of (i) one (1) year from the Project Completion; or (ii) thirty-six (36) months of the Effective Date (as defined in Section 3).
b. Late Charge. If Maker shall fail to make any payment, including the final combined principal and interest installment, within ten (10) days after the date the same is due and payable, a late charge by way of damages shall be immediately due and payable. Maker recognizes that default by Maker in making the payments herein agreed to be paid when due will result in the City incurring additional expense in servicing the loan, in loss to the City of the use of the money due and in frustration to the City in meeting its other financial and loan commitments. Maker agrees that, if for any reason Maker fails to pay the amounts due under this Note when due, the City hereof shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages. Maker therefore agree that a sum equal to five percent (5%) of each payment which becomes delinquent (“Late Charge”) is a reasonable estimate of said damages to the City of this Note, which sum Maker agree to pay on demand. Prior to collecting any late charge hereunder, City shall comply with the provisions of California Civil Code Section 2954.5, as such section or any successor section may now or hereafter be in effect.
c. Default Interest Rate. Upon the occurrence of a default under this Note, the interest rate shall thereafter be eight percent (8%) per annum.

7. Prepayment. Maker may prepay this Note, in whole or in part, at any time without penalty.

8. Cross-Default.
a. City Agreements. A default by Maker under the terms and conditions of any City Agreements shall be a default under this Note.
b. Trust Deed. A default by Maker under the terms and conditions of the Trust Deed is a default under this Note.

JRS\ 30552-0234\ 838846.6 5

9. Acceleration on Default. In the event Maker is in default under this Note, Holder may, at its option, declare this Note and the entire obligations hereby evidenced immediately due and payable as Holder may elect.

10. Acceleration on Transfer or Encumbrance of Property. The Trust Deed contains the following provision: “Subject to the terms of Section 303 of the Sale Agreement, if Trustor sells, contracts to sell, gives an option to purchase, conveys, leases with an option to purchase, encumbers, or alienates the Property, or any interest in it, or, if Trustor sells, contracts to sell, gives an option to purchase, conveys, leases with an option to purchase, encumbers, or alienates the Property, or any interest in it, or suffers its title to, or any interest in, the Property to be divested, whether voluntarily or involuntarily; or if there is a sale or transfer of beneficial interests in Trustor equal to fifty percent (50%) or more of the beneficial ownership interests of that entity outstanding at the date of this Deed of Trust; or if Trustor changes or permits to be changed the character or use of the Property; or if title to such Property becomes subject to any lien or charge, voluntary or involuntary, contractual or statutory, without Beneficiary’s prior written consent, then Beneficiary, at Beneficiary’s option, may, without prior notice, declare all sums secured by this Deed of Trust, regardless of their stated due date(s), immediately due and payable and may exercise all rights and remedies in this Deed of Trust.”

11. Collection Costs; Attorneys’ Fees. If, because of a default under this Note, an attorney is engaged by Holder to enforce of defend any provision of this Note, whether or not suit is filed hereon, then Maker shall pay upon demand reasonable attorneys’ fees, expert witness fees and all costs so incurred by Holder together with interest thereon until paid at the applicable rate of interest payable hereunder, as if such fees and costs had been added to the principal owing hereunder.

12. Waivers by Maker. Maker and any and all endorsers, guarantors and persons liable or to become liable on this Note waive presentment, protest and demand, notice of protest, demand and dishonor and nonpayment of this Note.

13. Severability. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable.

14. Modifications. Neither this Note nor any term hereof may be waived, amended, discharged, modified, changed or terminated orally; nor shall any waiver of any provision hereof be effective except by an instrument in writing signed by Maker and Holder.

15. No Waiver by Holder. No waiver of any breach, default or failure of condition under the terms of this Note shall be implied from any failure of the Holder of this Note to take, or any delay be implied from any failure by the Holder in taking action with respect to such breach, default or failure from any prior waiver of any similar or unrelated breach, default or failure.

16. Usury. Notwithstanding any provision in this Note, the total liability for payment in the nature of interest shall not exceed the limit imposed by applicable laws of the State of California.

JRS\ 30552-0234\ 838846.6 6

17. Governing Law. This Note has been executed and delivered by Maker in the State of California and is to be governed and construed in accordance with the laws thereof.

18. Time of Essence. Time is of the essence in the performance of the obligations and provisions set forth in this Note.

19. Notices. All notices, demands, requests, elections, approvals, disapprovals, consents or other communications given under this Note shall be in writing and shall be given by personal delivery, certified mail, return receipt requested, or overnight guaranteed delivery service and addressed as follows:

Holder: City of Cypress
5275 Orange Ave.

Cypress CA 90630
Attn: City Manager
Copy to: Aleshire & Wynder, LLP
1 Park Plaza, Suite 1000
Irvine, CA 92614
Attn: Fred Galante, Esq.

Maker: Olson Urban Housing, LLC
3010 Old Ranch Parkway, Suite 100
Seal Beach, CA 90740
Attn: ______
Notices shall be effective upon the earlier of receipt or refusal of delivery. Each party shall promptly notify the other party of any change(s) of address to which notice shall be sent pursuant to this Note.

IN WITNESS WHEREOF, Maker has executed this Note as of the Note Date.

MAKER:
___________________________
By: __________________________
____
By: ___________________________
______
Not to be executed until Closing
Not to be executed until Closing
JRS\ 30552-0234\ 838846.6 1
ATTACHMENT NO. 6

DEED OF TRUST

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

CITY OF CYPRESS
5275 Orange Ave
Cypress CA 90630
Attn: City Manager
APN 244-472-09 (Space Above This Line For Recorder’s Office Use Only) EXEMPT FROM RECORDING FEE PER GOV. CODE § 6103

DEED OF TRUST WITH ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING
NOTE: RIDER ATTACHED TO THIS DEED OF TRUST (“RIDER”) CONTAINS ADDITIONAL TERMS INCLUDING SECURITY AGREEMENT AND FIXTURE FILING.

This DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Deed of Trust”), is made __________, 2024, between _______________________________ (“TRUSTOR”), whose address is 3010 Old Ranch Parkway, Suite 100, Seal Beach, CA 90740, in favor of CITY of CYPRESS, a California municipal corporation (“BENEFICIARY”), and FIRST AMERICAN TITLE COMPANY, a corporation (“TRUSTEE”).

WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, Trustor’s estate in that real property in City of Cypress, County of Orange, State of California, described as set forth on EXHIBIT “A” attached hereto (“Property”) together with the rents, issues and profits thereof, subject, however, to the right, power and City hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the sum of One Million Six Hundred Twenty-Nine Thousand Dollars ($1,629,000) with interest thereon according to the terms of that certain Promissory Note Secured by Deed of Trust of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of Trustor incorporated by reference or contained herein; (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or its successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust; and (4) all additional obligations specified in the Rider.

To protect the security of this Deed of Trust, and with respect to the Property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely:

JRS\ 30552-0234\ 838846.6 2

COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Orange T-3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Orange 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Cypress 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633
Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law.

The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth.

MAKER:
_____________________________a
Delaware limited liability corporation
By: __________________________
___
By: ___________________________
________
[ACKNOWLEDGMENT FORMS AT END OF RIDER]
Not to be executed until Closing
Not to be executed until Closing
JRS\ 30552-0234\ 838846.6 3

DO NOT RECORD
The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein.

A. To protect the security of this Deed of Trust, Trustor agrees:
1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in a good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general.
2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney’s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed.
4) To pay: at least ten (10) days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust.

Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary of Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same is such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.
5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from the date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded.

JRS\ 30552-0234\ 838846.6 4
B. It is mutually agreed:
1) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. 2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.
3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon, or join in any extension agreement or any agreement subordinating the lien or charge hereof. 4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as “the person or persons legally entitled thereto.”
5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and City, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or be a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney’s fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine.

The entering upon and taking possession of said property, the collecting of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 6) That upon default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby.

After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may JRS\ 30552-0234\ 838846.6 5
determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale.

After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. 7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. 8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledges, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural.
9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

JRS\ 30552-0234\ 838846.6 6

DO NOT RECORD

REQUEST FOR FULL RECONVEYANCE
TO FIRST AMERICAN TITLE COMPANY, TRUSTEE:

The undersigned is the legal owner and holder of the note or notes and of all indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, an all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same.

Dated ________________________________
________________________________________
________________________________________________
Please mail Deed of Trust,
Note and Reconveyance to ______________________________________________________ Do Not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made.

JRS\ 30552-0234\ 838846.6 1

RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY

AGREEMENT AND FIXTURE FILING

THIS RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Rider”) is executed this ________ day of _________, 2024, by _________________________________ (“Trustor”) in favor of the CITY OF CYPRESS, a California municipal corporation (“Beneficiary”), the same parties to that certain “Deed of Trust With Assignment of Rents, Security Agreement and Fixture Filing” of even date herewith to which this Rider is attached. This Rider is made a part of and is incorporated into said Deed of Trust. This Rider shall supersede any conflicting term or provision of the form Deed of Trust to which it is attached.

Reference is made to the following agreements and documents: (i) that certain Promissory Note Secured by Deed of Trust made by Trustor as “maker” in favor of Beneficiary as “holder” of even date herewith, the repayment of which by Trustor is secured by this Deed of Trust (“Note”); (ii) that certain Grant Deed from City as grantor to Trustor as grantee recorded concurrently (“Grant Deed”); (iii) that certain Sale Agreement and Escrow Instructions by and between Trustor as “City” and Beneficiary as “Developer” dated ________, 2024, providing for Trustor’s acquisition and development of the Property (also referred to therein as the Site) (“Sale Agreement”); and (iv) that certain Regulatory Agreement and Declaration of Covenants and Restrictions dated _____, 2024, by and between Trustor as “Owner” and Beneficiary as “City,” providing for the use, operation, and maintenance of the Property (“Regulatory Agreement”).

The parties hereto agree:

1. Property. The estate subject to this Deed of Trust is Trustor’s fee estate in the real property legally described in the Deed of Trust (“Property”). In addition, Trustor grants to beneficiary a security interest in all of Trustor’s rights, title, and interest in and to the following:
(a) All present and future inventory and equipment, as those terms are defined in the California Commercial Code, and all other present and future personal property of any kind or nature whatsoever, now or hereafter located at, upon or about the Property or used or to be used in connection with or relating or arising with respect to the Property and/or the use thereof or any improvements thereto, including without limitation all present and future furniture, furnishings, fixtures, goods, tools, machinery, plumbing and plumbing material and supplies, concrete, lumber, hardware, electrical wiring and electrical material and supplies, heating and air conditioning material and supplies, roofing material and supplies, window material and supplies, doors, paint, drywall, insulation, cabinets, ceramic material and supplies, flooring, carpeting, appliances, fencing, landscaping and all other materials, supplies and property of every kind and nature.
(b) All present and future accounts, general intangibles, chattel paper, contract rights, deposit accounts, instruments and documents as those terms are JRS\ 30552-0234\ 838846.6 2
defined in the California Commercial Code, now or hereafter relating or arising with respect to the Property and/or the use thereof or any improvements thereto, including without limitation: (i) all rights to the payment of money, including escrow proceeds arising out of the sale or other disposition of all or any portion of the Property; (ii) all architectural, engineering, design and other plans, specifications and drawings relating to the development of the Property and/or any construction thereon; (iii) all use permits, occupancy permits, construction and building permits, and all other permits and approvals required by any governmental or quasi-governmental City in connection with the development, construction, use, occupancy or operation of the Property; (iv) any and all agreements relating to the development, construction, use, occupancy and/or operation of the Property between Trustor and any contractor, subcontractor, project manager or supervisor, architect, engineer, laborer or supplier of materials; (v) all lease, rental or occupancy agreements and payments received thereunder; (vi) all names under which the Property is now or hereafter known and all rights to carry on business under any such names or any variant thereof; (vii) all trademarks relating to the Property and/or the development, construction, use, occupancy or operation thereof; (viii) all goodwill relating to the Property and/or the development, construction, use, occupancy or operation thereof; (ix) all insurance proceeds and condemnation awards arising out of or incidental to the ownership, development, construction, use, occupancy or operation of the Property; (x) all reserves, deferred payments, deposits, refunds, cost savings, bonds, insurance policies and payments of any kind relating to the Property; (xi) all loan commitments issued to Trustor in connection with any sale or financing of the Property; (xii) all water stock, if any, relating to any Property and all shares of stock or other evidence of ownership of any part of or interest in any Property that is owned by Trustor in common with others; and (xiii) all supplements, modifications and amendments to the foregoing.
(c) All fixtures located upon or within the Property or now or hereafter attached to, installed in, or used or intended for use in connection with the Property, including without limitation any and all partitions, generators, screens, awnings, boilers, furnaces, pipes, plumbing, elevators, cleaning, call and sprinkler systems, fire extinguishing apparatus and equipment, water tanks, heating ventilating, air conditioning and air cooling equipment, and gas and electric machinery and equipment.
(d) All present and future accessories, additions, attachments, replacements and substitutions of or to any or all of the foregoing. (e) All cash and noncash proceeds and products of any and all of the foregoing, including without limitation all monies, deposit accounts, insurance proceeds and other tangible or intangible property received upon a sale or other disposition of any of the foregoing.

2. Obligations Secured. Trustor makes this grant and assignment for the purpose of securing the following obligations (“Secured Obligations”):

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(a) Payment to Beneficiary of all indebtedness at any time owing under the terms of the Note;
(b) Payment and performance of all obligations of Trustor under this Deed of Trust;
(c) Payment and performance of all future advances and other obligations of Trustor or any other person, firm, or entity with the approval of Trustor, may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Beneficiary, when the obligation is evidenced by a writing which recites that it is secured by this Deed of Trust; and
(d) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced.

The obligations under the Sale Agreement, the Grant Deed and the Regulatory Agreement are NOT secured by this Deed of Trust.

3. Obligations. The term “obligations” is used herein in its broadest and most comprehensive sense and shall be deemed to include, without limitation, all interest and charges, prepayment charges, late charges and fees at any time accruing or assessed on any of the Secured Obligations.

4. Incorporation. All terms of the Note and the Secured Obligations are incorporated herein by this reference. All persons who may have or acquire an interest in the Property shall be deemed to have notice of the terms of all of the foregoing documents.

5. Mortgagee-in-Possession. Neither the assignment of rents set forth in the Deed of Trust nor the exercise by Beneficiary of any of its rights or remedies hereunder shall be deemed to make Beneficiary a “mortgagee-in-possession” or otherwise liable in any manner with respect to the Property, unless Beneficiary, in person or by agent, assumes actual possession thereof. Nor shall appointment of a receiver for the Property by any court at the request of Beneficiary or by agreement with Trustor, or the entering into possession of the Property by such receiver, be deemed to make Beneficiary a “mortgagee-in-possession” or otherwise liable in any manner with respect to the Property.

6. No Cure. In the event Beneficiary collects and receives any rents under the Deed of Trust upon any default hereof, such collection or receipt shall in no way constitute a curing of the default.

7. Opportunity to Cure. Trustor’s failure or delay to perform any term or provision of this Deed of Trust constitutes a default under this Deed of Trust; however, Trustor shall not be deemed to be in default if (i) Trustor cures, corrects, or remedies such default within thirty (30) days after receipt of a notice specifying such failure or delay, or (ii) for such defaults that cannot reasonably be cured, corrected, or remedied within thirty (30) days, if Trustor commences to cure, correct, or remedy such failure or delay within thirty (30) days after receipt of a written notice specifying such failure or delay, and diligently prosecutes such cure, correction or remedy to completion.

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Beneficiary shall give written notice of default to Trustor, specifying the default complained of by Trustor. Copies of any notice of default given to Trustor shall also be delivered to any permitted lender. Beneficiary may not institute proceedings against Trustor until thirty (30) days after giving such notice or such longer period of time as may be provided herein. In no event shall Beneficiary be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within sixty (60) days after the first notice of default is given.

Except as otherwise expressly provided in this Deed of Trust, any failure or delay in giving such notice or in asserting any of its rights and remedies as to any default shall not constitute a waiver of any default, nor shall it change the time of default, nor shall it deprive either party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.

In the event of any inconsistency in the terms of this Rider and the provisions set forth in the standard deed of trust recorded in the Recorder’s Office of the County of Orange, the terms of this Rider shall control.

Notwithstanding anything to the contrary contained in this Deed of Trust, Beneficiary Lender hereby agrees that any cure of any default made or tendered by Trustor’s limited partner shall be deemed to be a cure by Trustor and shall be accepted or rejected on the same basis as if made or tendered by Trustor.

8. Possession Upon Default. Subject to Section 7 above, upon the occurrence of a default, and after delivery of notice and the expiration of all applicable cure periods, Beneficiary may, at its option, without any action on its part being required and without in any way waiving such default, take possession of the Property and have, hold, manage, lease and operate the same, on such terms and for such period of time as Beneficiary may deem proper, and may collect and receive all rents and profits, with full power to make, from time to time, all alterations, renovations, repairs or replacements thereto as may seem proper to Beneficiary, and to apply such rents and profits to the payment of (a) the cost of all such alterations, renovations, repairs and replacements, and all costs and expenses incident to taking and retaining possession of the Property, and the management and operation thereof, and keeping the same properly insured; (b) all taxes, charges, claims, assessments, and any other liens which may be prior in lien or payment of the Note, and premiums for insurance, with interest on all such items; and (c) the indebtedness secured hereby, together with all costs and attorney’s fees, in such order or priority as to any of such items as Beneficiary in its sole discretion may determine, any statute, law, custom or use to the contrary notwithstanding. Any amounts received by Beneficiary or its agents in the performance of any acts prohibited by the terms of this assignment, including, but not limited to, any amounts received in connection with any cancellation, modification or amendment of any lease prohibited by the terms of this assignment and any rents and profits received by Trustor after the occurrence of a default shall be held by Trustor as trustee for Beneficiary and all such amounts shall be accounted for to Beneficiary and shall not be commingled with other funds of the Trustor. Any person receiving any portion of such trust funds shall receive the same in trust for Beneficiary as if such person had actual or constructive notice that such funds were impressed with a trust in accordance therewith.

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9. Receiver. In addition to any and all other remedies of Beneficiary set forth under this Deed of Trust or permitted at law or in equity, if a default shall have occurred, Beneficiary, to the extent permitted by law and without regard to the value, adequacy or occupancy of the security for the Note and other sums secured hereby, shall be entitled as a matter of right if it so elects to the appointment of a receiver to enter upon and take possession of the Property and to collect all rents and profits and apply the same as the court may direct, and such receiver may be appointed by any court of competent jurisdiction by ex parte application and without notice, notice of hearing being hereby expressly waived. The expenses, including receiver’s fees, attorneys’ fees, costs and agent’s compensation, incurred pursuant to the power herein contained shall be secured by this Deed of Trust.

10. Acceleration. Subject to the terms in Section 303 of the Sale Agreement, if Trustor sells, contracts to sell, gives an option to purchase, conveys, leases with an option to purchase, encumbers, or alienates the Property, or any interest in it, or the Sale Agreement, if Trustor sells, contracts to sell, gives an option to purchase, conveys, leases with an option to purchase, encumbers, or alienates the Property, or any interest in it, or suffers its title to, or any interest in, the Property to be divested, whether voluntarily or involuntarily; or if there is a sale or transfer of beneficial interests in Trustor equal to fifty percent (50%) or more of the beneficial ownership interests of that entity outstanding at the date of this Deed of Trust; or if Trustor changes or permits to be changed the character or use of the Property; or if title to such Property becomes subject to any lien or charge, voluntary or involuntary, contractual or statutory, without Beneficiary’s prior written consent, then Beneficiary, at Beneficiary’s option, may, without prior notice, declare all sums secured by this Deed of Trust, regardless of their stated due date(s), immediately due and payable and may exercise all rights and remedies in this Deed of Trust.
101. Security Agreement. This Deed of Trust also constitutes a security agreement with respect to all personal property in which Beneficiary is granted a security interest hereunder, and Beneficiary shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as enacted in California (“California Uniform Commercial Code”) as well as all other rights and remedies available at law or in equity. Trustor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Beneficiary the attorney-in-fact of Trustor, to execute, deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Beneficiary may request or require in order to impose, perfect or continue the perfection of, the lien or security interest created hereby.

Trustor and Beneficiary agree that the filing of a financing statement in the record normally having to do with personal property shall never be construed as in any way derogating from or impairing the lien of this Deed of Trust and the intention of Trustor and Beneficiary that everything used in connection with the operation or occupancy of the Property is and at all times and for all purposes and in all proceedings, both legal and equitable, shall be regarded as real property or goods which are or are to become fixtures, irrespective of whether (i) any such item is physically attached to the buildings and improvements on the Property; (ii) serial numbers are used for the better identification of certain equipment items capable of being filed by the Beneficiary; or (iii) any such item is referred to or reflected in any such financing statement so filed at any time. Such mention in the financing statements is declared to be for the protection of the Beneficiary in the event any court or judge shall at any time hold that JRS\ 30552-0234\ 838846.6 6
notice of Beneficiary’s priority of interest must be filed in the California Commercial Code records to be effective against a particular class of persons, including, but not limited to, the federal government and any subdivision or entity of the federal government. Trustor covenants and agrees to reimburse Beneficiary for any costs incurred in filing such financing statement and any continuation statements.

Upon the occurrence of default hereunder, and after delivery of notice and the expiration of all applicable cure periods, Beneficiary shall have the right to cause any of the Property which is personal property and subject to the security interest of Beneficiary hereunder to be sold at any one or more public or private sales as permitted by applicable law, and Beneficiary shall further have all other rights and remedies, whether at law, in equity, or by statute, as are available to secured creditors under applicable law, specifically including without limitation the right to proceed as to both the real property and the personal property contained within the Property as permitted by Uniform Commercial Code Section 9501(4), including conducting a unified sale thereof. Any such disposition may be conducted by an employee or agent of Beneficiary or Trustee. Any person, including both Trustee and Beneficiary, shall be eligible to purchase any part or all of such property at any such disposition.

This Deed of Trust constitutes a fixture filing under Sections 9313 and 9402(6) of the California Uniform Commercial Code, as amended or recodified from time to time.

11. Notices, Demands, and Communications. Formal notices, demands, and communications between Trustor and Beneficiary shall be given by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to:

To Beneficiary: City of Cypress
5275 Orange Ave.

Cypress CA 90630
Attn: City Manager
With a copy to: Aleshire & Wynder, LLP
1 Park Plaza, Suite 1000
Irvine, CA 92614
Attn: Fred Galante, Esq.

To Trustor: Olson Urban Housing, LLC
3010 Old Ranch Parkway, Suite 100
Seal Beach, CA 90740
Attn: ________
Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail.

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Copies of all notices which are sent to Trustor shall also be sent to Trustor's limited partner as specified above. This obligation may not be changed by Trustor but only upon written notice to Beneficiary by the limited partner.

IN WITNESS WHEREOF, Trustor has executed this Rider on the date of Trustor’s acknowledgment hereinbelow, to be effective for all purposes as of the day and year first set forth above.

MAKER:
____________________, a Delaware limited
liability corporation
By: __________________________
______
By: ___________________________
_______
Not to be executed until Closing
Not to be executed until Closing
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EXHIBIT “A”

LEGAL DESCRIPTION
That certain real property in the City of Cypress, County of Orange, State of California legally described as follows:

ALL THAT CERTAIN LAND SITUATED IN THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 4 SOUTH, RANGE 11 WEST, IN THE RANCHO LOS

BEGINNING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 16; THENCE SOUTH 582.84 FEET ALONG THE

EXCEPT THE NORTH 66 FEET THEREON GRANTED TO THE STATE OF CALIFORNIA BY DEED RECORDED AUGUST 28, 1956 IN BOOK 3625, PAGE 548 OF OFFICIAL RECORDS.

APN: 244-472-09
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STATE OF CALIFORNIA )
) ss.

COUNTY OF ____________ )
On _________________, 2024 before me, ___________________________, a notary public, personally appeared _______________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
_________________________________________
Notary Public
SEAL:

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ATTACHMENT NO. 7

REGULATORY AGREEMENT AND DECLARATION OF

COVENANTS AND RESTRICTIONS
01004.0013/946528.2 1
ATTACHMENT NO. 7

MASTER AFFORDABLE HOUSING COVENANT AGREEMENT

FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

CITY OF CYPRESS
5275 Orange Ave.

Cypress CA 90630
Attn: City Manager
________________________________________________________________________ APN 244-472-09 (Space Above This Line For Recorder’s Office Use Only) EXEMPT FROM RECORDING FEE PER GOV. CODE § 6103

MASTER AFFORDABLE HOUSING COVENANT AGREEMENT
This MASTER AFFORDABLE HOUSING COVENANT AGREEMENT (“Agreement”) is entered into as of the _____ day of ___________, 2024 (“Effective Date”) , by and between the CITY OF CYPRESS, a California municipal corporation (“City”), and OLSON URBAN HOUSING, LLC, a Delaware limited liability corporation (“Developer”).

RECITALS
A. Pursuant to that certain Sale Agreement and Escrow Instructions between Developer and City dated _________, 2024 (“PSA”), City has conveyed to Developer fee title to certain real property located in City of Cypress, County of Orange, State of California, more particularly described in Exhibit “A” attached hereto and incorporated herein by reference (“Property”), and the Developer has agreed to develop residential units thereon.

B. Pursuant to the PSA, Developer has agreed to restrict the sale and occupancy of five (5) single family dwelling units as affordable to low income households as provided in this Agreement, and City has agreed to make “silent second” loans to the purchasers of each of the low income units. The layout of the Project and all the residential units are depicted and their locations identified on Exhibit B attached hereto (“Project Layout”).

NOW, THEREFORE, in consideration of the above Recitals, which are incorporated herein by this reference, and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1. DEFINITIONS AND EXHIBITS

1.1 Definitions. The following terms when used in this Agreement shall be defined as follows:

1.1.1 Area Median Income means the Orange County area median income, adjusted for household size, as established by the United States Department of Housing and Urban Development (HUD), and as published periodically by California Housing and Community 01004.0013/946528.2 2
Development (HCD) pursuant to Section 50093 et seq. of California Health and Safety Code and applicable regulations.

1.1.2 Covenant Agreement for Restricted AH Unit means the “Affordability Covenants and Restrictions Affecting Real Property with Option to Purchase Secured by Deed of Trust” substantially in the form attached hereto as Exhibit C for a Low Income Household and to be recorded against the Low Income Unit as provided in Article 2 which shall bind the Restricted AH Unit for forty-five (45) years.

1.1.3 Covenant Deed of Trust shall mean a deed of trust in the form attached as Exhibit D to be executed by the applicable Eligible Purchaser which shall secure the Covenant Agreement for Restricted AH Unit for the applicable Restricted AH Unit being purchased to be recorded against the Restricted AH Unit concurrently with the Covenant Agreement as provided in Article 2.

1.1.4 Eligible Purchaser shall mean a Qualified Purchaser who is purchasing one of the Restricted AH Units for which he/she qualifies and who is not an Ineligible Purchaser.

1.1.5 FMV of the Restricted AH Unit shall mean the fair market value of the Restricted AH Unit determined as provided in Section 2.7.1.

1.1.6 Household means all persons residing in a Restricted AH Unit.

1.1.7 Ineligible Purchaser shall have the meaning defined in Section 2.5.

1.1.8 Low Income Household means a Household whose income does not exceed the maximum income for Low Income Households for Orange County, adjusted for applicable household size, as annually determined by regulation of the California Department of Housing and Community Development pursuant to Section 50093 of the California Health and Safety Code and applicable regulations.

1.1.9 Market Rate Units means the Units within the Project which are not Restricted AH Units.

1.1.10 Purchase Price for Restricted AH Unit means the purchase price for the sale of the applicable Restricted AH Unit to an Eligible Purchaser which shall be calculated pursuant to Section 2.1.

1.1.11 Qualified Purchaser means an Eligible Purchaser of the Applicable AH Household Income that meets with all income and asset verification requirements in this Agreement for the applicable Restricted AH Unit.

1.1.12 Qualified Purchaser Loans means the loans to be made by City to each purchaser of a Restricted AH Unit as described in Section 2.7 hereof.

1.1.13 Restricted AH Units shall mean the following Units which are restricted for sale to a Low Income Household: _______________________________________________.

1.1.14 Total Housing Cost means the total monthly or annual recurring expenses required of a household to obtain shelter, and includes the mortgage payment (principal and interest, based on a thirty (30) year term), parking amenities, utilities, homeowner association dues, real estate taxes, mortgage insurance and any other related assessments. 01004.0013/946528.2 3

1.1.15 Unit means a residential unit in the Project.

1.2 Exhibits. The following documents are attached to, and by this reference are incorporated herein and made a part of, this Agreement:

Exhibit A Legal Description of the Property
Exhibit B Project Layout Plan
Exhibit C Covenant Agreement for Restricted AH Units
Exhibit D Covenant Deed of Trust
ARTICLE 2. RESTRICTED AH UNITS

2.1 Purchase Price for Restricted AH Unit.

2.1.1 Determination. Developer shall sell each of the Restricted AH Units to an Eligible Purchaser for an Affordable Household at the Applicable AH Household Income at the purchase price determined based on Applicable Affordable Housing Costs and which assumes a five percent (5%) down payment and a Qualified Purchaser Loan.

2.1.2 Loan. The maximum home loan amount for a Restricted AH Unit shall be based upon the income of a household with the applicable family size purchasing the Restricted AH Unit and assuming a five percent (5%) down payment and a Qualified Purchaser Loan. The maximum home loan amount for the Restricted AH Unit shall be submitted by Developer and approved or rejected by City within ten (10) business days from receipt.

2.2 Purchase Price Ranges for Restricted AH Units. Prior to listing the Restricted AH Units, Developer shall develop and provide to City the purchase price calculations for each Restricted AH Unit based on the size of the applicable Restricted AH Unit and number of members of the Low Income Household. City shall reasonably cooperate to provide such confirmation to Developer within ten (10) business days of written request therefore.

2.3 Selection of Eligible Purchasers. The Restricted AH Units may be sold to Eligible Purchasers selected by Developer who meet the income and affordability requirements provided in this Agreement and subject to the written approval of City. Developer is not required to sell a Restricted AH Unit to an Eligible Purchaser referred by City, but Developer shall accept or reject any such Eligible Purchaser based upon the same evaluation criteria that Developer applies to buyers of other residential units within the Project. Upon City’s request, Developer shall provide to City a written response detailing the reasons for rejection of an Eligible Purchaser referred by City.

2.4 Income and Assets of Eligible Purchasers. Prior to the sale of the Restricted AH Unit, Developer shall submit to City a completed income computation and certification form acceptable to or otherwise provided by City certifying that the Eligible Purchaser (including any copurchaser) purchasing the Restricted AH Unit meets the income and asset limitation requirements established for the Restricted AH Unit. Developer shall obtain an income certification form from the proposed Eligible Purchaser and shall certify that, to the best of Developer’s knowledge, (i) the income of the proposed Eligible Purchaser is truthfully set forth in the income certification form; (ii) the proposed Eligible Purchaser does not own any real estate and does not have liquid assets that 01004.0013/946528.2 4
exceed the amount specified below; and (iii) the proposed Eligible Purchase is not an Illegible Purchaser.

An Eligible Purchaser (nor any occupant) shall own any other real property at the close of escrow of the applicable Restricted AH Unit. Furthermore, an Eligible Purchaser (nor any copurchaser or occupant) shall not own any liquid assets whose aggregate value exceeds, at the time of determination of eligibility, that exceeds the total closing costs plus the Applicable Housing Cost.

As used herein, the term “liquid assets” refers to cash and assets which are readily convertible to cash within a reasonable period, including but not limited to savings and checking accounts, certificates of deposit of any term, marketable securities, money market and similar accounts, mutual fund shares, and insurance policy cash values. The term “liquid assets” shall not include any retirement funds which are not readily accessible or which cannot be accessed by the buyer without the buyer incurring a penalty, or any funds to be used to pay closing costs or to pay make the down payment on the Restricted AH Unit.

Developer shall verify the income certification of the proposed Eligible Purchaser (and any co-purchaser) by one or more of the following methods:
▪ Obtain paycheck stubs from the proposed Eligible Purchaser’s two (2) most recent pay periods.
▪ Obtain a true copy of an income tax return from the proposed Eligible Purchaser for the most recent tax year in which a return was filed.
▪ Obtain an income verification certification from the employer of the proposed Eligible Purchaser.
▪ Obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the proposed Eligible Purchaser receives assistance from such agencies.
▪ Obtain an alternate form of income verification reasonably acceptable to City and commonly used for such projects.

Developer shall provide copies of all verification documentation to City.

2.5 Ineligible Purchaser. No Relative (as defined below) of (a) any employee, officer, board member or shareholder of Developer (or any successor Developer of the Project) or any of its members, affiliates or subsidiaries, or (b) any employee or official of City, may purchase an Affordable Unit. “Relative” shall mean a parent, children, sibling, spouse, uncle, aunt, cousin, niece, nephew, grandparent, and grandchild and shall also extend to any of the foregoing persons related through marriage (i.e. in-laws or step relationships.)

2.6 Covenant Agreement for Restricted AH Unit. In accordance with Section 2.7 below, each Restricted AH Unit shall be subject to the Covenant Agreement for Restricted AH Unit which shall be effective for a period of forty-five (45) years (unless terminated pursuant to such Covenant Agreement for Restricted AH Unit) commencing on the date of the recordation of (i) the grant deed from Developer to the Eligible Purchaser of the Restricted AH Unit; together with (ii) the Covenant Agreement for Restricted AH Unit and the Covenant Deed of Trust.

2.7 Qualified Purchaser Loans. City has agreed pursuant to the PSA to make “silent second” loans to the purchasers of each of the five Restricted AH Units within the Project (“Qualified Purchaser Loans”). As set forth in the PSA, (i) Homeowner repayment 01004.0013/946528.2 5
of Qualified Purchaser Loans will be due upon the subsequent transfer of the Restricted AH Unit, with no periodic payments required; (ii) any remaining balance of the Qualified Purchaser Loan will be forgiven upon the expiration of the affordability covenant for such Restricted AH Unit, provided that such affordability covenant is not in default at such time, (iii) the Qualified Purchaser Loans will be assumable by subsequent purchasers of the Restricted AH Units who satisfy the requirements of this Agreement, and (v) Qualified Purchaser Loans will be secured with deeds of trust which will be subordinate to mortgage financing for the Restricted AH Unit.

2.8 Close of Escrow for Restricted AH Unit.

2.8.1 FMV for Restricted AH Unit. Developer shall determine the FMV of the Restricted AH Unit which would be the sale price of the Unit if it was not restricted. Developer may determine the FMV for the Restricted AH Unit based on its sale prices within the Project for comparable Units which shall be confirmed by a written broker opinion. Developer shall provide such information to City regarding the determination of the FMV of the Restricted AH Unit. The FMV of the Restricted AH Unit shall be inserted in the Covenant Agreement for Restricted AH Unit prior to execution by the Eligible Purchaser and City.

2.8.2 Process for Sale of Restricted AH Unit. The sale of the Restricted AH Unit to the Eligible Purchaser shall comply with the following requirements. (a) A full copy of the executed sale agreement between Developer and the Eligible Purchaser shall be provided to City.
(b) The Covenant Agreement for Restricted AH Unit in the form provided at Exhibit C shall be executed and acknowledged by the Eligible Purchaser and City.

Concurrently the Eligible Purchaser shall also execute and acknowledge the Covenant Deed of Trust. Both documents shall be recorded in the Official Records, and Covenant Deed of Trust shall be subordinate to the First Deed of Trust (as defined in the Covenant Agreement for Restricted AH Unit).
(c) A Request for Notice (as to the First Trust Deed) which shall be recorded at the closing.
(d) A Request for Notice of Delinquency executed by the Eligible Purchaser and City as to the First Trust Deed which shall be recorded at the closing. (e) The Eligible Purchaser shall provide a certification in a form acceptable to City declaring under penalty of perjury that it is a Qualified Purchaser and such other information as requested by City.
(f) Developer shall provide a certification in a form acceptable to City declaring under penalty of perjury with respect to compliance with this Agreement as to the sale of the Restricted AH Unit.
(g) City shall execute a release of this Agreement from the Restricted AH Unit to be recorded at the close of escrow in accordance with Section 2.9. (h) Upon close of escrow, escrow holder shall promptly deliver to City (i) conformed copies of all recorded documents, (ii) a copy of the escrow closing statement, (iii) 01004.0013/946528.2 6
complete final copies of all executed loan documents for the senior loan; and (iv) the Title Policy pursuant to Section 2.8.

2.9 Title Insurance Policy. At the close of the escrow for each Restricted AH Unit, an ALTA loan policy of title insurance shall be provided to City insuring the Covenant Deed of Trust subordinate only to the First Trust Deed in the amount of one hundred twenty percent (120%) of the difference between the FMV of the Restricted AH Unit less the purchase price of that Restricted AH Unit (“Title Policy”). The cost of the Title Policy shall be paid by Developer.

2.10 Release. At the Close of Escrow, this Agreement shall terminate AS TO THAT SPECIFIC RESTRICTED AH UNIT ONLY. Upon written request, City shall execute, acknowledge and deliver to escrow such documentation as reasonably required by the title company to confirm the release of this Agreement as to the applicable Restricted Rental Unit.

2.11 Use of Qualified Third Party. City may elect to retain a third party who is qualified to provide the financial analysis and verification of each Eligible Purchaser as well as the calculation of the applicable Purchase Price for a Restricted AH Unit. Developer shall reimburse City for the cost of the qualified third party.

ARTICLE 3. SALES AND RELEASES

3.1 Timing of Sale of Restricted AH Units. Developer shall use diligent efforts to market and sell the Restricted AH Units concurrently with the sale of the Market Rate Units. For the sale of every fifty (50) Units, Developer must sell and close the sale of at least five (5) of the Restricted AH Units. Compliance with this requirement may be enforced by City not issuing of a certificate of occupancy for the Market Rate Units until Developer is in compliance. City will cooperate with executing, acknowledging and delivering documentation as reasonably requested by a title company to release this Agreement from the title of Market Rate Units being sold to third parties in compliance with this provision.

3.2 Release of Market Rate Units. Provided Developer is in compliance with the requirements in Section 3.1, upon transfer of any Market Rate Unit to an individual owner in conformity with the California Department of Real Estate issued public report (“White Report”), the provisions of this Agreement shall terminate with respect to that Market Rate Unit. City shall cooperate with providing any documents which the title company may require to effect the foregoing.

3.3 Common Area Property. Upon transfer of common area within the Project to the homeowners association which governs the Project in accordance with the White Report, this Agreement shall automatically terminate with respect to the common area so transferred. City shall cooperate with providing any documents which the title company may require to effect the foregoing.

ARTICLE 4. DUTIES AND RIGHTS

4.1 Construction of Project. The Restricted AH Units shall be constructed concurrently with the Market Rate Units and the Restricted AH Units shall be dispersed through the Project as designated on the Project Layout.

4.2 Maintenance. Until fee title of a Restricted AH Unit is transferred to an Eligible Purchaser, Developer shall, at its sole cost and expense, maintain the interiors and exteriors of the Affordable Unit in good, decent, safe and sanitary manner, in accordance with the standard of maintenance of the other Units in the Project.
01004.0013/946528.2 7

4.3 Monitoring. Representatives of City shall be entitled to inspect and copy any and all records of Developer relating to the Restricted AH Units at any time, upon reasonable notice, and to conduct an audit of such records. City shall pay the cost of the audit, provided, however, that if the audit discloses a default by Developer, the cost of the audit shall be borne by Developer who shall, upon demand, promptly reimburse City for the cost of the audit. Until a Restricted AH Unit is occupied by an Eligible Purchaser, representatives of City shall, upon reasonable notice to Developer, be entitled to enter the Restricted AH Unit to monitor compliance with this Agreement. City shall have the right to transfer this Agreement and the Covenant Agreement for Restricted AH Unit to any other public agency in its sole discretion.

ARTICLE 5. ENFORCEMENT

5.1 Enforcement & Remedies. City shall be entitled to all remedies available under the law upon the default of the terms of this Agreement by Developer, including: (a) specific performance of the terms of this Agreement; (b) disgorgement of any amounts of sales proceeds which exceed an the Purchase Price for Restricted AH Unit; (c) an award of its reasonable attorney’s fees, specifically including the cost to City of time expended by the office of City Attorney and other City staff and outside consultants, attorneys and other personnel involved in enforcing the terms of this Agreement; (iv) damages; (v) right to revoke certificates of occupancy; (vi) record a lien against the Property; and (vii) any other remedies available at law or equity. The rights and remedies are cumulative, and the exercise 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.

5.2 Indemnification. Developer shall defend, indemnify and save harmless City, its elected and appointed officials, officers, agents and employees, from all liability from loss, damage or injury to persons or property, including the payment by Developer of any and all reasonable legal costs and attorneys’ fees, in any manner arising out of the acts and/or omissions of Developer pursuant to this Agreement, including, but not limited to, all consequential damages, to the maximum extent permitted by law. The indemnification obligations of Developer under this Agreement shall survive the expiration or earlier termination of this Agreement.

5.3 Agreement Appurtenant to Property. This Agreement is appurtenant to and shall run with the Property as an equitable servitude and covenant in favor of City and shall be binding on all successors of the Property until this Agreement is otherwise terminated as set forth in this Agreement.

5.4 Term. This Agreement shall terminate and be of no further force or effect (except as specified below) upon the last to occur (i) all Restricted AH Units have been sold to qualified Eligible Purchasers in accordance with this Agreement as evidenced by a recorded grant deed; and (ii) the Covenant Agreement for Restricted AH Unit and Covenant Deed of Trust have been executed by the Eligible Purchaser of each of the Affordable Units and recorded against the Affordable Unit concurrently with the grant deed. Notwithstanding the termination of this Agreement of record, the provisions of Sections 5.1, 5.2 and 6.1 shall remain in full force and effect as the personal obligation of Developer to City.

5.5 Further Assurances; City Manager Authority. The parties shall execute any further documents in recordable form consistent with the terms of this Agreement as may from time to time be necessary or appropriate to effectuate the purpose of this Agreement. Except as otherwise expressly provided in this Agreement, approvals or consents required of City shall be deemed granted by the written approval of City Manager or his/her designee. City Manager is also authorized to execute any further documents on behalf of City, including the Covenant Agreement for Restricted 01004.0013/946528.2 8
AH Unit and any subordination agreements for the sale of the Restricted AH Unit. Notwithstanding the foregoing, City Manager or designee may, in his or her sole and absolute discretion, refer to City Council any item requiring City approval.

5.6 Cooperation Covenant. The parties agree to cooperate with each other to effect the intent of this Agreement including, but not limited to, modifying some provisions in this Agreement (and the Covenant Agreement for Restricted AH Unit) as may be reasonably required by the California Department of Real Estate or other applicable governmental agencies.

5.7 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement.

ARTICLE 6. GENERAL PROVISIONS

6.1 Attorney’s Fees and Costs. If any action or proceeding is brought by either party against the other under this Agreement, whether for interpretation, enforcement or otherwise, whether or not a final court judgment is entered, the prevailing party shall be entitled to reimbursement of all reasonable costs and expenses incurred by the prevailing party in such legal proceeding, including reasonable attorneys’ fees, court costs and expenses and consultant and expert witness fees and expenses.

6.2 Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in all force and effect.

6.3 Construction. The provisions of this Agreement shall be liberally construed for the purpose of effecting the intent to increase the number of affordable dwellings in City. The article and section headings have been inserted for convenience only, and shall not be considered or referred to in resolving questions of interpretation or construction.

6.4 Amendments. This Agreement may only be amended or modified by written agreement executed by Developer and City and recorded in the Official Records of Orange County.

6.5 Notices. Formal notices, demands and communications between City and Developer shall be sufficiently given if delivered personally, or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the respective addresses of City and Developer. Such notices, demands and communications, if given in person, shall be deemed given when delivered, and, if given by mail, shall be deemed given three (3) business days after deposit in the mail. If delivered by national overnight carrier service, it shall be deemed to have been delivered the following business day. Such written notices, demands and communications may be sent to the following addresses unless either party designates by notice a different address:

City: City of Cypress
5275 Orange Ave.

Cypress CA 90630
Attn: City Manager
Copy to: Aleshire & Wynder, LLP
1 Park Plaza, Suite 1000
Irvine, CA 92614
Attn: Fred Galante, Esq.
01004.0013/946528.2 9
Developer: OLSON URBAN HOUSING, LLC
3010 Old Ranch Parkway, Suite 100
Seal Beach, CA 90740
Attn: ______

6.6 Conflicts of Interest.

6.6.1 No member, official or employee of City shall have any personal interest, direct or indirect, in this Agreement; nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is, directly or indirectly, interested.

6.6.2 Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement, other than normal fees paid to Developer’s independent contractors, attorneys, and consultants.

6.7 Non-liability of City, City Officials and Employees. No member, official, employee, attorney or consultant of City shall be personally liable to Developer, or any successor in interest of Developer, in the event of any default or breach by City or for any amount which may become due to Developer or to its successor, or on any obligations under the terms of this Agreement.

6.8 Qualification; Authority. Developer represents, warrants and covenants to City that (a) Developer is duly formed and authorized to do business in California, (b) each individual executing this Agreement on behalf of Developer is duly authorized to execute and deliver this Agreement on behalf of Developer in accordance with authority granted under the organizational documents of such entity, and (c) Developer is bound under the terms of this Agreement.

6.9 Assignment Prohibited. Developer shall not assign or transfer any portion of this Agreement without the prior express written consent of City, which consent may be given or withheld in City’s sole discretion. However, if any such assignment or transfer is to a purchaser of the entire Project, City shall not unreasonably withhold or delay its consent of the assignment provided that the purchaser shall assume all obligations under this Agreement in a form satisfactory to City.

6.10 No Waiver. The failure of Developer to enforce any term, covenant, or condition of this Agreement on the date it is to be performed shall not be construed as a waiver of City’s right to enforce this, or any other, term, covenant, or condition of this Agreement at any later date or as a waiver of any term, covenant, or condition of this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
01004.0013/946528.2 10
IN WITNESS WHEREOF, the parties have executed this Agreement as indicated below.

DEVELOPER: CITY:

CITY OF CYPRESS,
a California municipal agency
By: ____________________________
Peter Grant, City Manager
ATTEST:

By: _______________________
Alisha Farnell, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
By: _______________________
Fred Galante, City Attorney
01004.0013/946528.2 11

EXHIBIT A
Legal Description of the Property
That certain real property in the City of Cypress, County of Orange, State of California legally described as follows:

ALL THAT CERTAIN LAND SITUATED IN THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 4 SOUTH, RANGE 11 WEST, IN THE RANCHO LOS

BEGINNING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 16; THENCE SOUTH 582.84 FEET ALONG THE

EXCEPT THE NORTH 66 FEET THEREON GRANTED TO THE STATE OF CALIFORNIA BY DEED RECORDED AUGUST 28, 1956 IN BOOK 3625, PAGE 548 OF OFFICIAL RECORDS.

APN: 244-472-09
01004.0013/946528.2 12

EXHIBIT B

PROJECT LAYOUT
01004.0013/946528.2 1

EXHIBIT C
Covenant Agreement for Restricted AH Unit
01004.0013/946528.2

EXHIBIT C

FORM OF COVENANT AGREEMENT

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

CITY OF CYPRESS
5275 Orange Ave.

Cypress CA 90630
Attn: City Manager
APN ___________ SPACE ABOVE FOR RECORDER’S USE ONLY
Exempt from recording fee per Gov. Code §§ 27383 & 6103

AFFORDABILITY COVENANTS AND RESTRICTIONS AFFECTING REAL

PROPERTY

AND OPTION TO PURCHASE PROPERTY

SECURED BY DEED OF TRUST
(Low Income)
Owner: _______________________
Residence: ________________________
Cypress, California

THIS AFFORDABILITY COVENANTS AND RESTRICTIONS AFFECTING REAL

PROPERTY AND OPTION TO PURCHASE PROPERTY SECURED BY DEED OF TRUST (“Agreement”) is entered into as of this ___ day of ____________, 202__ by and between City of Cypress, a municipal corporation (“City”), and ______________________________ (jointly and severally “Owner”). City and Owner are sometimes referred to as a “Party” and jointly as the “Parties”)

RECITALS
A. Concurrently with the recordation of this Agreement, Owner has acquired that certain condominium located within the City of Cypress, County of Orange, State of California, located at 5732 Lincoln Avenue, in the City of Cypress, County of Orange, State of California, Assessor’s Parcel Number 244-472-09 and legally described in Exhibit A attached hereto and incorporated by reference (“Residence”).

B. The Residence is part of a housing project at the above property known as “_____________” under Tract Map No. _______ (“Project”) which was developed by OLSON URBAN HOUSING, LLC, a Delaware limited liability company (“Developer”).

C. As a condition to developing the Project, Developer was required to restrict five (5) condominium units in the Project to be affordable housing for Low Income Households at an affordable sales price. Accordingly, Developer and City entered into that certain Master Affordable Housing Covenant Agreement dated ___________, 2024 01004.0013/946528.2
(“Developer Agreement”).

D. Pursuant to the Developer Agreement, the use, occupancy and transfer of the Residence is restricted to qualified low income purchasers to ensure its continued availability to Low Income Households (as defined below) for a period of forty-five (45) years. The term “Low Income Household” means a household whoseincome does not exceed the maximum income for Low Income Households for Orange County, adjusted for household size, as annually determined by the California Department of Housing and Community Development as determined by California Health & Safety Code Section 50000 et seq. and applicable regulations adopted by the California Department of Housing and Community Development (“HCD Laws/Regulations”).

E. Concurrently herewith, Owner is obtaining a “silent second” loan from City in the amount of _____________________________ Dollars ($_______) in order to assist the Owner to acquire the Residence at an affordable housing cost.(“Qualified Purchaser Loan”).

In consideration for acquiring the Residence at an affordable housing cost, Owner agrees that the Residence shall be restricted by the covenants and restrictions as set forth in this Agreement. .

F. Owner's obligations hereunder (including all monetary / payment obligations of Owner under this Agreement) are secured by a deed of trust executed by Owner and recorded concurrently with this Agreement in the Official Records (“City Deed of Trust”).

NOW, THEREFORE, in consideration for Owner acquiring the Residence for less than the Original Fair Market Value, Owner agrees to the following covenants and restrictions which shall run with the Residence in favor of the City.

1. DEFINITIONS.

The following terms shall have the definitions below which can be found in the referenced sections:
“Agreement” – Preamble (page 1).
“Alternative Sale” - Section 10.2.
“Base Price” – Section 12.1.
“Breach Notice” – Section 14.
“City” – Preamble (page 1).
“City Deed of Trust” – Recital F.
“City’s Share of Appreciation” - Section 13.2.
“Default Interest” – Section 13.2.
“Default Purchase Option” – Section 15.1.
“Default Purchase Exercise Notice” – Section 15.1.
“Effective Date” – Section 2.
“Eligible Purchaser” - Section 11.2.
“Eligible Transfer” - Section 11.
“Exercise Notice” – Section 8.
01004.0013/946528.2
“Exercise Price” – Section 8.
“Fair Market Value” – Section 9.
“First Lender” – Section 20.1.
“First Deed of Trust” – Section 21.1.
“HCD Laws/Regulations” – Recital D.
“Increased Base Price” - Section 12.1.
“Ineligible Purchaser” – Section 10.b.
“Initial Subsidy” – Section 13.2.
“Low Income Household” – Recital D
“Notice of Default” – Section 14.
“Official Records” – Section 2.
“Option” -- Section 8.
“Option Price” – Section 8.
“Original Fair Market Value” -- Recital E.
“Original Sales Price” – Recital E.
“Owner” – Preamble (page 1).
“Owner’s Share of Appreciation” - Section 13.3.
“Project” – Recital B.
“Proposed Purchaser” - Section 11.1.
“Relative” – Section 3.
“Residence” – Recital A.
“Restricted Covenants” – Section 11.1(e).
“Restricted Sales Price” - Section 12.
“Subordination Agreement” – Section 21.2.
“Term” – Section 2.
“Total Appreciation” – Section 13.4.
“Transfer” - Section 5.
“Transfer Notice” – Section 7.
“Value of Capital Improvements” - Section 12.2.

2. TERM OF AGREEMENT. The covenants, restrictions and equitable servitudes in this Agreement shall burden the Residence and run in favor of and for the benefit of, the City. The term of this Agreement shall commence on the date this Agreement is recorded (“Effective Date”) in the Official Records of Orange County (“Official Records”) and shall continue for a term of forty-five (45) years, unless otherwise terminated as set forth in this Agreement including, but not limited to, Sections 8, 13 and/or 15 (“Term”).

3. OWNER CERTIFICATIONS. Owner hereby certifies to City that (i) the financial and other information previously provided in order to qualify to purchase the Residence was true, 01004.0013/946528.2
correct and complete; (ii) Owner does not own any other residential property as of the Effective Date; (iii) Owner intends to occupy the Residence as Owner’s principal place of residence; and (iv) Owner is not a Relative (as defined below) of any employee, officer, board member or shareholder of Developer or any of its members, affiliates, or subsidiaries; or of any employee or official of City. “Relative” shall mean a parent, child, sibling, spouse, uncle, aunt, cousin, niece, nephew, grandparent and grandchild and shall also extend to any of the foregoing persons related through marriage (i.e. in-laws or step relationships).

4. OCCUPANCY OF RESIDENCE; ANNUAL CERTIFICATION.

4.1. Occupancy of Residence. Owner shall continuously occupy the Residence as his/her/their principal residence. City may grant a temporary written waiver of this occupancy requirement for good cause in its reasonable discretion. At all times, occupancy shall comply with the City’s Municipal Code.

4.2. Leasing of Residence. Owner may not lease the Residence.

4.3. Annual Certification. On annual basis, Owner shall provide a certification in a form required by City that the Residence is owned and occupied by Owner.

5. TRANSFER OF RESIDENCE. The term “Transfer” means any sale, assignment or transfer, voluntary or involuntary, of any interest in the Residence, including, but not limited to, a fee simple interest, a joint tenancy interest, a life estate, a leasehold interest, or an interest under a land sale contract by which possession of the Residence is transferred and Owner retains title. Any Transfer without satisfaction of the provisions of this Agreement is prohibited.

Transfers by gift, devise, or inheritance to an existing spouse, children, surviving joint tenant, or a spouse as part of a dissolution proceeding or in connection with marriage, shall not be considered a Transfer for the purposes of this Agreement.

6. REFINANCE OF RESIDENCE.

6.1 Refinancing of First Deed of Trust. Subject to Section 6.3, Owner may refinance a loan secured by a First Deed of Trust (defined in Section 21.1) encumbering the Residence provided that City has previously reviewed and approved in writing the terms and conditions thereof including, but not limited to, the principal amount of the proposed loan, the interest rate, the terms of repayment, the identity of the maker of the proposed loan, any documentation pertaining to the subordination or enforcement of this Agreement, and the costs and fees associated with the making of the proposed loan. Owner must have received the written approval of the proposed loan by City prior to the date of its closing. In the event of a proposed refinance that includes a principal amount in excess of that needed to repay the loan secured by the First Deed of Trust, any approval by City shall include conditions which, in the sole discretion of City, are warranted in order to insure the continued affordability of the Residence. Any refinancing of a First Deed of Trust that has not been previously approved by City shall constitute a default under this Agreement.

6.2 Junior Liens. Subject to Section 6.3, Owner may enter into a loan secured by a lien junior and subordinate to this Agreement and the City Deed of Trust provided that (i) the proceeds of each loan shall be used solely to pay for repairs or the construction of improvements to the Residence which improvements are consistent with all applicable covenants and restrictions of the Project; (ii) City 01004.0013/946528.2
has previously reviewed and approved the terms and conditions thereof, including, but not limited to, the principal amount of the proposed loan, the interest rate, the terms of repayment, the identity of the maker of the proposed loan, the costs and fees associated with the making of the proposed loan, and the nature and costs of the proposed repairs or the construction of improvements, to be paid with the proceeds thereof; and (iii) Owner shall have received the written approval of the proposed loan by City prior to the date of its closing. Without limiting the foregoing, the proceeds of the proposed loan shall not be used to pay for the construction of improvement of a luxury nature such as ground pools, spas, or interior or exterior decorative items, or improvements with an unreasonable useful life. The failure of Owner to comply fully with the provisions of this subsection when entering into a loan that is secured by a lien junior and subordinate to this Agreement shall constitute a default under this Agreement.

6.3 Notification Prior to Encumbrance or Hypothecation. If Owner desires to refinance a First Deed of Trust pursuant to Section 6.1, or to borrow funds for a new loan to be secured by a junior lien encumbering the Residence the proceeds of which are to be used to pay for repairs or the construction of improvements to the Residence pursuant to Section 6.2, prior written approval of City is required.

Owner must request such approval in writing at least thirty (30) days prior to the recordation of a lien securing any such refinancing or loan, Owner shall submit in writing the following information and the applicable documents:
i. Name and address of lender.
ii. Terms of the loan, including, but not limited to, principal, interest rate, term, and loan fees.
iii. Closing date of the loan.
iv. Copy of all proposed escrow instructions, loan applications, security agreement, loan documents, and other agreements between Owner and the lender.
v. Written documentation of compliance with the conditions for City approval as set forth in Section 6.1 and 6.2, as applicable. vi. Other written documentation reasonably requested by City.

City shall have fifteen (15) business days after its receipt of all of such information to approve or disapprove the proposed refinancing or loan. If the City does not issue its written approval within the fifteen (15) business day period, the loan shall be deemed disapproved.

7. NOTICE OF INTENDED TRANSFER. In the event Owner intends to Transfer or vacate the Residence, Owner shall promptly notify City in writing of such intent delivered at least ninety (90) days prior to the actual date of the proposed Transfer or vacation of the Residence (“Transfer Notice”).

8. CITY PURCHASE OPTION. Upon City’s receipt of a Transfer Notice, City shall have the option, but not the obligation, to purchase the Residence for the Exercise Price (defined 01004.0013/946528.2
below) (“Option”). City may exercise its Option to purchase the Residence by delivering written notice of exercise to Owner within thirty (30) days of receipt of the Transfer Notice (“Exercise Notice”). Within ninety (90) days of the date of the Exercise Notice, City shall purchase the Residence at the lesser of: (i) the Fair Market Value of the Residence, or (ii) Restricted Sales Price calculated pursuant to Section 12 (“Exercise Price”). City may assign its right to purchase the Residence to an Eligible Purchaser or to a governmental agency or nonprofit organization that is devoted to developing or preserving low income housing. After a Transfer, if the City does not exercise the Option, the Option rights set forth herein shall remain in full force and effect and apply to any future Transfer of the Residence during the Term.

9. FAIR MARKET VALUE.

9.1. After the Effective Date, the term “Fair Market Value” shall have the meaning ascribed in Section 1263.320 of the California Code of Civil Procedure, as it now exists or may subsequently be amended and shall be determined by a real estate appraiser selected by City. The appraiser shall have been previously approved by the Federal National Mortgage Association or the Federal Housing Administration and at the time of the appraisal shall be on the list of approved single-family housing appraisers. If possible, the appraisal shall be based upon properties sold in the market during the three (3) month period prior to the date of the Transfer Notice. The cost of the appraisal shall be divided equally between City and Owner. In the event that improvements to the Residence have been made by Owner that increase the value of the Residence, or if damage to the Residence has occurred or deferred maintenance while Owner owned the Residence has decreased the value of the Residence, the appraisal shall specifically ascribe a value to these adjustment factors and state what the Fair Market Value of the Residence would be without such adjustments. Nothing in this Section shall preclude Owner and City from establishing the Fair Market Value of the Residence by mutual written agreement in lieu of an appraisal pursuant to this Section.

9.2. If no appraisal has been conducted pursuant to Section 9.1, and it is necessary to determine the Value of Capital Improvements made to the Residence by Owner, such determination shall be made by a real estate appraiser selected by City. The cost of the appraisal shall be divided equally between City and Owner.

10. TRANSFER BY OWNER. If City does not exercise its Option under Section 8, Owner may sell the Residence to a person of Owner’s choosing (“Proposed Purchaser”) subject to the following limitations:
a. Transfer to Eligible Purchaser: If Owner transfers the Residence in a transaction that meets the Eligible Transfer requirements in Section 11, the maximum amount that Owner may receive for the Transfer shall be the Restricted Sales Price and the transfer shall comply with the requirements in Section 11. b. Transfer to Ineligible Purchaser: If Owner transfers the Residence in a transaction that does not meet the Eligible Transfer requirements of Section 11 (“Alternative Sale”), the gross proceeds of such sale less only standard closing costs (such as escrow fees, title fees, etc.) shall be divided between Owner and City pursuant to Section 13. The transferee of an Alternative Sale is referred to herein as an “Ineligible Purchaser”.

11. ELIGIBLE TRANSFER. A Transfer of the Residence that meets the requirements set 01004.0013/946528.2
forth in this Section 11 shall qualify as an approved Transfer to an Eligible Purchaser (as defined below) (“Eligible Transfer”).

11.1. Disclosures and Submittals. Owner and the proposed purchaser (“Proposed Purchaser”) shall provide the following information in writing and documents to City:
a. The name, address and telephone number of the Proposed Purchaser. b. Financial information certified by the Proposed Purchaser in a form acceptable to City and any other supporting documentation requested by City which shall include authorization for City to verify the information provided. The financial information shall be used by City to determine the income eligibility of the Proposed Purchaser as a Low Income Household in accordance with HCD Laws/Regulations.
c. The proposed sales contract, escrow instructions and all other related documents that shall set forth the terms of the sale of the Residence. d. A written certification from Owner and the Proposed Purchaser in a form acceptable to City that the sale shall be closed in accordance with the terms of the sales contract and other documents submitted to and approved by City. The certification shall also provide that the Proposed Purchaser or any other party has not paid and will not pay to Owner, and Owner has not received and will not receive from the Proposed Purchaser or any other party, money or other consideration, including personal property, in addition to what is set forth in the sales contract and documents submitted to City. The written certification shall also include a provision that in the event a Transfer is made in violation of the terms of this Agreement or false or misleading statements are made in any documents or certification submitted to City, City shall have the right to file an action at law or in equity to make the parties terminate and/or rescind the sale contract and/or declare the sale void or pursue damages, notwithstanding the fact that the sale may have closed and become final as between Owner and the Proposed Purchaser. In any event, any costs, liabilities or obligations incurred by Owner and the Proposed Purchaser for the return of any monies paid or received in violation hereunder or for any costs and legal expenses, shall be borne by Owner and/or the Proposed Purchaser and they shall hold City and its designee harmless and reimburse their expenses, legal fees and costs for any action they reasonably take in good faith in enforcing the terms of this Agreement.
e. Restrictive Covenants in favor of the City executed and acknowledged by the Proposed Purchaser with substantially the same terms as the terms of this Agreement in a form acceptable to the City (“Restricted Covenants”). City’s approval of the proposed sale shall be effective upon the recordation in the Official Records of both the Restrictive Covenants and a Request for Notice of Default and a Request for Notice of Delinquency (“Requests for Notice”) under the First Deed of Trust in favor of City. City may require the Proposed Purchaser to pay a reasonable fee to City and reimburse it for out of pocket costs to cover the costs of administering its right and obligations under this Agreement (including attorneys' fees).
f. Upon the close of the proposed sale, the escrow officer must provide to City a conformed copy of the recorded Restrictive Covenants and the Requests for Notice, a copy of the final sales contract, settlement statement, escrow 01004.0013/946528.2
instructions, and any other document that City may reasonably request.

11.2. Eligibility of Purchaser. A Proposed Purchaser who meets the following requirements shall be an “Eligible Purchaser”:
a. Each Proposed Purchaser shall certify to City in a form acceptable to City that he or she will occupy the Residence as his or her principal residence; b. Each Proposed Purchaser shall not own any other real property and does not have assets that exceed the total closing costs plus twelve (12) months housing payments, including, principal, interest, taxes and insurance; and c. The combined maximum income for all household members of the Proposed Purchaser qualifies as a Low Income Household in accordance with HCD Laws/Regulations.

12. DETERMINATION OF RESTRICTED SALES PRICE. The maximum sales price (“Restricted Sales Price”) that Owner shall receive for an Eligible Transfer of the Residence shall be the Increased Base Price as adjusted by Section 12.2, but, in no event, shall the sales price exceed the amount specified in Section 50052.5 of the Health & Safety Code and HCD Laws/Regulations.

12.1. Increased Base Price. The “Base Price” of the Residence means the purchase price paid by Owner (which is set forth in Recital D for the initial Owner), inclusive of closing costs actually paid by Owner. The “Increased Base Price” of the Residence means the Base Price, increased by the percentage of increase for a Low Income Household adjusted for family size, for Orange County as published by the California Department of Housing and Community Development as determined by California Health & Safety Code Section 50000 et seq. and applicable regulations adopted from time to time. The increase in household income shall be computed from the date of the original purchase of the Residence by Owner to the date of Transfer Notice. In the event that such income determination is no longer published, or has not been updated for a period of at least eighteen (18) months, City may use or develop such other reasonable method as it may choose in order to determine such increase in income.

12.2. Adjusted Increased Base Price. The Increased Base Price shall also be adjusted for the Value of Capital Improvements. The “Value of Capital Improvements” shall mean the value of substantial structural or permanent fixed improvements that cannot be removed without substantial damage to the Residence or substantial or total loss of value of the improvements. No such valuation shall be made except for improvements (i) made or installed by or under the direction of Owner and permitted by the covenants restricting the Project; (ii) approved in advance by City or its designee; and (iii) with an initial cost of Two Thousand Dollars ($2,000) or more. The value of such improvements to be taken into account in calculation of the Increased Base Price shall be the increase in value of the Residence by reason of the improvements, and shall be determined by agreement of City and Owner, or, in the event of failure to agree, by appraisal pursuant to Section 9.2.

13. ALTERNATIVE SALE & PAYMENT TO CITY. If a Transfer is not to an Eligible 01004.0013/946528.2
Purchaser (i.e., an Alternative Sale), Owner and City shall each receive a portion of the proceeds of the sale pursuant to this Section.

13.1. Disclosures and Submittals. Owner and Proposed Purchaser shall deliver to City the same information and documents as required by Section 11.1, except that (i) the financial statement of the Proposed Purchaser described in Section

11.2(b), and (ii) the Restrictive Covenants described in Section 11.1(e) and

11.1(f), shall not be required.

13.2. Amount Paid to City. City shall be entitled to receive the lesser of (i) its Initial Subsidy (defined below) plus the City’s proportionate share of appreciation, and (ii) the sales price (provided the sales price is equal to Fair Market Value). The City’s proportionate share of the Total Appreciation (defined in Section 13.4) shall be equal to the ratio of the City’s Initial Subsidy to the Fair Market Value at the time of the initial sale to Owner (“City’s Share of Appreciation”). City’s Initial Subsidy means the Original Fair Market Value (as defined in Recital E) minus the Original Sales Price (as defined in Recital E), plus the Qualified Purchaser Loan and any down payment assistance from City (“Initial Subsidy”).

City’s share of sale proceeds shall be paid to City directly from escrow upon the close of the Alternative Sale. In the event the amount due to City is not paid when due, the amount due to City shall accrue interest at the rate of ten percent (10%) per annum but not to exceed the maximum amount permitted by law, commencing on the date said amount should have been paid to City until said amount is actually paid to City (“Default Interest”).

13.3. Amount Paid to Owner. Owner shall be entitled to receive the sum of (i) his/her/their down payment, (ii) the Value of Capital Improvements, if any, plus (iii) the Owner’s Share of Appreciation, but less (a) any amounts to pay off the First Lender and any other liens, and (b) closing costs to be paid by Owner. The term “Owner’s Share of Appreciation” shall mean the Total Appreciation of the Residence less the City’s Share of Appreciation.

13.4. The term “Total Appreciation” shall mean the Fair Market Value (as defined in Section 9.1) at the time of the sale, less the sum of (i) the Original Fair Market Value, and (ii) the Value of Capital Improvements.

14. DEFAULTS AND REMEDIES. UPON A BREACH OF THIS AGREEMENT BY OWNER

OR THE CITY DEED OF TRUST, CITY SHALL GIVE WRITTEN NOTICE TO OWNER SPECIFYING IN REASONABLE DETAIL THE NATURE OF THE BREACH (“BREACH NOTICE”). IF THE BREACH IS NOT CURED TO THE SATISFACTION OF CITY WITHIN (I) TEN (10) DAYS AFTER DELIVERY OF THE BREACH NOTICE FOR FAILURE TO PAY ANY SUMS DUE TO THE CITY UNDER THIS AGREEMENT; (II) WITHIN THIRTY (30) DAYS AFTER DELIVERY OF THE BREACH NOTICE FOR FAILURE TO CURE ANY NON-MONETARY BREACH, AND (III) WITHIN THIRTY (30)

DAYS AFTER RECORDATION OF A NOTICE OF DEFAULT UNDER ANY SENIOR

NOTE OR TRUST DEED, CITY MAY ELECT TO DECLARE OWNER IN DEFAULT

UNDER THIS AGREEMENT BY DELIVERING A NOTICE OF DEFAULT TO OWNER AND FIRST LENDER (“NOTICE OF DEFAULT”).

Immediately following the Notice of Default, City may apply to a court of competent jurisdiction for specific performance of this Agreement, or for any such other relief at law or in equity as may be appropriate, including suit for recovery of the amount to be paid to City under 01004.0013/946528.2
Section 13.2 plus Default Interest. Furthermore, City shall also be entitled to an award of its attorneys' fees, including the cost to City of time expended by the office of the City Attorney and other City staff and outside consultants, attorneys and other personnel involved in enforcing the terms of this Agreement.

Any default under the City Deed of Trust is a default under this Agreement. The City Deed of Trust secures the City’s Share of Appreciation only.

15. PURCHASE OPTION UPON DEFAULT.

15.1. Default Purchase Option. In addition to the remedies provided in Section 14, City shall have the option to purchase the Residence for the period thirty (30) days after the Notice of Default has been delivered to Owner and First Lender (“Default Purchase Option”). City may exercise the Default Purchase Option by delivering written notice of exercise to Owner within thirty (30) days after the Notice of Default has been delivered to Owner and First Lender (“Default Purchase Exercise Notice”)

15.2. Consummation of Transfer. Not later than ninety (90) days after the City delivers the Default Purchase Exercise Notice to Owner, City shall purchase the Residence at the lesser of: (i) its Fair Market Value; or (ii) its Restricted Sales Price. Owner shall fully cooperate, including execution of all documents reasonably required to consummate the transfer of the Residence in accordance with this Section.

15.3. Consideration. The Default Purchase Option is given in consideration of the economic benefits received by Owner from ownership of the Residence made possible by City requiring the Developer to sell the Residence at less than its fair market value.

16. NON-LIABILITY OF CITY. City shall not be liable or obligated to Owner or any successor-in-interest to owner by reason of its option to purchase under sections 8 and 15, or for any failure to exercise its option to purchase under those sections.

17. FANNIE MAE REQUIREMENTS.

17.1. Insurance Settlements and Condemnation Proceeds. The First Lender shall have a first claim to insurance settlements and condemnation proceeds.

17.2. Termination Upon Foreclosure or Deed in Lieu of Foreclosure. The provisions of this Agreement shall automatically terminate and be of no further force and effect upon a foreclosure or deed in lieu of foreclosure. Any mortgagee who forecloses or accepts a deed in lieu of foreclosure shall take title free and clear of this Agreement and the covenants, conditions and restrictions set forth herein, and the City shall not be entitled to any proceeds from future sales or transfer of the property after foreclosure or acceptance of a deed in lieu of foreclosure.

17.3. Non-Applicability to Private Loans. To the extent Owner obtains a loan from a private individual, the provisions of this Section 17 shall not apply.

Notwithstanding the foregoing, the provisions of this Section 17 are intended to fully comply with all requirements of Fannie Mae and nothing contained in this 01004.0013/946528.2
Section 17.3 shall be deemed to supersede any requirements of 17.1 or 17.2 as to any Fannie Mae loan.

17.4. Non-Applicability to FHA Loans. Notwithstanding any provision in this Agreement, the provisions of this Agreement are intended to fully comply with all requirements of the Federal Housing Administration (FHA) project approval requirements and nothing contained in this Agreement shall be deemed to supersede any project approval requirements imposed by FHA as to any FHA loan.

18. RESTRICTIONS OF FORECLOSURE PROCEEDS. If a creditor acquires title to the residence through a deed in lieu of foreclosure, a trustee’s deed upon foreclosure sale, or otherwise, Owner shall not be entitled to the proceeds of sale to the extent that such proceeds otherwise payable to Owner when added to the proceeds paid or credited to the creditor exceed the amount owner would have received by a sale in accordance with section 11. Owner hereby irrevocably instructs the holder of such excess proceeds to pay such proceeds to city as consideration for the regulatory requirements of city allowing the residence to be sold to a household that would not otherwise have been able to afford it.

19. BINDING ON SUCCESSORS. This agreement shall be binding upon Owner, his or her heirs, legal representatives, executors, successors in interest and assigns for the term; and shall inure to the benefit of the City and its successors and assigns.

20. SUPERIORITY OF RESTRICTIVE COVENANT. Owner covenants that he/she/they have not, and will not, execute any other agreement with provisions contradictory to or in opposition to the provisions hereof, and that, in any event, this agreement is controlling as to the rights and obligations between owner (and its successors) and City.

21. RIGHTS OF BENEFICIARIES UNDER FIRST DEED OF TRUST.

21.1. This Agreement shall not diminish or affect the rights of the First Lender under the First Deed of Trust or any subsequent First Deed of Trust recorded against the Residence after the Effective Date in accordance with Section 6. For purposes of this Agreement, “First Lender” shall be the lender of a purchase money loan used for the purchase of the Residence which loan is secured by a deed of trust in first position on record title to the Residence as well as a permitted refinancing permitted under Section 6 (“First Deed of Trust”).

21.2. Upon written request from Owner, City shall execute a subordination agreement in a form reasonably required by the First Lender subordinating this Agreement to the lien of a First Deed of Trust provided that the First Lender agrees (i) to provide notice of any default to City concurrently with such notice being provided to Owner, (ii) permit the City to cure any default under the First Deed of Trust (“Subordination Agreement”). Any Subordination Agreement shall only run to the benefit of the First Lender and any subsequent holder of the First Deed of Trust but shall not affect the rights and obligations of City or Owner under this Agreement including, but not limited to, Section 15.

22. INVALID PROVISIONS. If any one or more of the provisions contained in this agreement shall be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be deemed severable from the remaining provisions contained in this agreement, and this agreement shall be construed as if such invalid, illegal or unenforceable 01004.0013/946528.2
provision had never been contained herein.

23. GOVERNING LAW. This agreement shall be interpreted under the laws of the State of California.

24. NOTICES. All notices required herein shall be sent by certified mail, return receipt requested or express delivery service with a delivery receipt and shall be deemed to be effective as date received or the date delivery was refused as indicated on the return receipt as follows:

To Owner: At the address of the Residence set forth
above
To City: City of Cypress
1415 Santa Anita Avenue
Cypress, CA 91733
Attn: Community Development Director
With copy to: City of Cypress, City Attorney
Aleshire & Wynder, LLP
1 Park Plaza, Suite 1000
Irvine CA 92614
To First Lender: At the address shown on the First Deed of Trust.

A Party may subsequently change addresses by providing written notice of the change in address to the other parties in accordance with this Section 23.

25. ATTORNEYS’ FEES. Should either Party incur attorneys’ fees in seeking the enforcement of this Agreement, whether or not a final court judgment is entered, the prevailing Party shall be entitled to reimbursement of all reasonable costs and expenses incurred by the prevailing Party in such legal proceeding, including reasonable attorneys’ fees, court costs and expenses and consultant and expert witness fees and expenses.

26. AGREEMENT APPURTENANT TO RESIDENCE; COVENANTS TO RUN WITH THE LAND. This Agreement is appurtenant to and shall run with the Residence as a covenant and equitable servitude in favor of City and shall be binding on all subsequent owners of the Residence. The covenants and restrictions contained herein shall run with the land and shall be a burden upon the Residence and shall be enforceable by the City, its successors in interest and assigns, against the Owner(s) and his/her/their heirs, successors in interest, and assigns.

Owner(s) shall furnish a copy of this instrument to any successors in interest.

27. Further ASSURANCES. The Parties shall execute any further documents in recordable form consistent with the terms of this Agreement as may from time to time be necessary or appropriate to effectuate the purpose of this Agreement. The City Manager is authorized to execute any further documents on behalf of City.

28. AMENDMENT OR MODIFICATION. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement 01004.0013/946528.2
executed by Owner and City.

29. CONSTRUCTION. This Agreement shall be construed according to its fair meaning as if prepared by both Parties to this Agreement and shall be construed liberally with respect to the enforcement of the affordability requirements. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

30. NO WAIVER. The failure of City to enforce any term, covenant, or condition of this Agreement on the date it is to be performed shall not be construed as a waiver of City’s right to enforce this, or any other, term, covenant, or condition of this Agreement at any later date or as a waiver of any term, covenant, or condition of this Agreement.

31. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the Parties and supersedes all prior negotiations, discussions and previous agreements between City and Owner concerning all or any part of the subject matter of this Agreement. The Recitals set forth above are incorporated herein by this reference and made a part of this Agreement.

32. GOOD FAITH COVENANT. The Parties agree to cooperate in good faith to effect the intent of this Agreement.

33. COUNTERPARTS. This Agreement may be signed in one or more counterparts, each of which shall constitute an original. The signature of any Party to this Agreement transmitted to any other party by facsimile or e-mail shall be deemed an original signature of the transmitting party.
01004.0013/946528.2
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
“OWNER” “CITY”
______________________________
______________________________

CITY OF CYPRESS,
a California municipal agency
By: ____________________________
Peter Grant, City Manager
ATTEST:

By: _______________________
Alisha Farnell, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
By: _______________________
Fred Galante, City Attorney
01004.0013/946528.2

EXHIBIT A

LEGAL DESCRIPTION
That certain real property in the City of Cypress, County of Orange, State of California legally described as follows:
01004.0013/946528.2

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

COUNTY OF ORANGE
On __________, 2024 before me, ________________________________________ Notary Public, personally appeared ________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s), or the entity(ies) upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
_____________________________
Signature of Notary
SEAL
01004.0013/946528.2 1

STATE OF CALIFORNIA

COUNTY OF ORANGE
On __________, 2024 before me,
________________________________________ Notary Public, personally appeared ________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s), or the entity(ies) upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
_____________________________
Signature of Notary
SEAL
01004.0013/946528.2 1

EXHIBIT D
Covenant Deed of Trust
01004.0013/946528.2
1 EXHIBIT D

FORM OF COVENANT DEED OF TRUST

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
5275 Orange Ave.

Cypress CA 90630
Attn: City Manager
Exempt from payment of recording fees pursuant to Government Code § 6103.

DEED OF TRUST WITH ASSIGNMENT OF RENTS
(Securing Affordable Housing Covenants)
THIS DEED OF TRUST WITH ASSIGNMENT OF RENTS (“Deed of Trust”) is made as of the ____ day of _______, 2024, by ______________________________ (as “Trustor”), whose address is _____________ Cypress, California _______________, to FIDELITY NATIONAL TITLE INSURANCE COMPANY (as “Trustee”), for the benefit of the CITY OF CYPRESS, a California municipal corporation (as “Beneficiary”), whose address is 5275 Orange Ave., Cypress CA 90630.

WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Cypress, County of Orange, State of California, described as set forth on Exhibit A attached hereto and hereby incorporated herein by reference (“Property”) together with rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) that certain Affordability Covenants and Restrictions Affecting Real Property and Option to Purchase Property Secured by Deed of Trust of even date herewith between Trustor and Beneficiary, and extensions of modifications thereof which is being recorded concurrently herewith (“Affordable Housing Agreement”); (2) the performance of each agreement of Trustor incorporated by reference or contained herein; and (3) payment of any and all sums and interest thereon which may hereafter be loaned to Trustor, or his or her successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.

THIS DEED OF TRUST IS HEREBY MODIFIED/SUPPLEMENTED BY THE TERMS OF THAT CERTAIN

RIDER TO DEED OF TRUST WHICH IS ATTACHED TO THIS DEED OF TRUST AND HEREBY INCORPORATED BY REFERENCE.

To protect the security of this Deed of Trust, and with respect to the Property, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely:

COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 5039 124 Sonoma 2057 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 01004.0013/946528.2
2 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2055 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633
Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivision A and B (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law.

TRUSTOR
__________________________________
_________________________________
01004.0013/946528.2
3 DO NOT RECORD
The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein.

A. To protect the security of this Deed of Trust, Trustor agrees:
1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in a good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. 2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed.
4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust.

Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary of Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same is such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. 5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from the date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded.

B. It is mutually agreed:
1) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. 2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. 3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon, or join in any extension agreement or any agreement subordinating the lien or charge hereof.
4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as “the person or persons legally entitled thereto.”
5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or be a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
6) That upon default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which 01004.0013/946528.2
4 notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby.

After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale.

After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto.
7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee.
8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

DO NOT RECORD

REQUEST FOR FULL RECONVEYANCE
TO _______________________________________, TRUSTEE:

Dated _______________________________________
_____________________________________________________
_____________________________________________________
Please mail Deed of Trust,
Note and Reconveyance to ____________________________________________________________ Do Not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made.
01004.0013/946528.2
1 RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS
THIS RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS (“Rider”) is attached to and incorporated by reference to that certain Deed of Trust With Assignment of Rents, executed by ________________________ as “Trustor,” in which FIRST AMERICAN TITLE COMPANY is “Trustee,” in favor of the CITY OF CYPRESS, a California municipal corporation, as “Beneficiary.” The Deed of Trust, as hereby modified/supplemented by this Rider, is hereinafter referred to as the “Deed of Trust.” All terms which are not defined in this Deed of Trust shall have the meaning given in the Affordable Housing Agreement.

The parties hereto agree:

1. Obligations Secured. Trustor makes this grant and assignment for the purpose of securing the following obligations:
a. Payment and performance of all obligations of Trustor under this Deed of Trust; b. Payment of all obligations of Trustor under the Affordable Housing Agreement; c. Payment of all future advances and other obligations of Trustor or any other person, firm, or entity with the approval of Trustor, may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Beneficiary, when the obligation is evidenced by a writing which recites that it is secured by this Deed of Trust; and d. All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced.

2. No Renting or Leasing. Trustor acknowledges and agrees that Trustor shall occupy the Property as Trustor's principal residence in accordance with the Affordable Housing Agreement and shall not rent or lease the Property. Nothing in the Deed of Trust including the assignment of rents shall be interpreted or construed to permit the Trustor to rent or lease the Property.

3. Mortgagee-in-Possession. Neither the assignment of rents set forth in the Deed of Trust nor the exercise by Beneficiary of any of its rights or remedies hereunder shall be deemed to make Beneficiary a “mortgagee-in-possession” or otherwise liable in any manner with respect to the Property, unless Beneficiary, in person or by agent, assumes actual possession thereof. Nor shall appointment of a receiver for the Property by any court at the request of Beneficiary or by agreement with Trustor, or the entering into possession of the Property by such receiver, be deemed to make Beneficiary a “mortgagee-in-possession” or otherwise liable in any manner with respect to the Property.

4. Restriction on Transfer of Property; Beneficiary’s Right to Accelerate. In no event shall Borrower transfer any portion of the Property in violation of the Affordable Housing Agreement without the prior express written consent of Beneficiary which consent shall be given by Beneficiary only in the event that Beneficiary determines that the assignee or transferee is an Eligible Purchaser, that the assignee's or transferee's monthly housing payments are at an Affordable Housing Cost, and that the assignee or transferee has expressly assumed the Note and the Affordable Housing Agreement by execution of a written assignment document to be provided by the Beneficiary. Violation of the transfer restrictions can result in the acceleration of Note as provided in the Affordable Housing Agreement.

5. No Cure. In the event Beneficiary collects and receives any rents under the Deed of Trust upon any default hereof, such collection or receipt shall in no way constitute a curing of the default.

6. Waiver. No delay or omission by Beneficiary in exercising any right or power accruing upon the compliance or failure of performance by Trustor hereto under the provisions of this Deed of Trust shall 01004.0013/946528.2
2 impair any such right or power or be construed to be a waiver thereof. A waiver by Beneficiary of a breach, default or any other failure of performance by Trustor of any of the covenants, conditions or agreements hereof to be performed by Trustor shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof.

7. Default. Any default under the Affordable Housing Agreement shall be deemed a default under this Deed of Trust.

IN WITNESS WHEREOF, Trustor has executed this Rider to be effective for all purposes as of the day and year first set forth above.

TRUSTOR:
___________________________________
___________________________________
01004.0013/946528.2
1 EXHIBIT “A”

LEGAL DESCRIPTION OF PROPERTY
All that certain property located in the City of Cypress, County of Orange, State of California, legally described as follows:
01004.0013/946528.2 1
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of ______________ )
On ____________________, 2024 before me, ,
(insert name and title of the officer)
personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _____________________ (Seal)
01004.0013/946528.2 1

STATE OF CALIFORNIA )
)
COUNTY OF _____________ )
On _______________________ 2024, before me, ______________________________, Notary Public, personally appeared ____________________________________________,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
_____________________________________
[SEAL]
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 01004.0013/946528.2 1

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 16.

FROM: Peter Grant, City Manager
DATE: 03/25/2024
SUBJECT: Review, Potentially Revise, and Adopt the City Council's Civility, Conduct, Ethics and Governance Policy

RECOMMENDATION

1. Review, Potentially Revise, and Adopt the City Council's Civility, Conduct, Ethics, and Governance Policy; and

2. Require each Council Member to sign the Civility, Conduct, Ethics, and Governance Policy and Code of Ethics by April 5, 2024.

DISCUSSION
The City Council adopted the Civility, Conduct, Ethics, and Governance Policy in February 2022 and revised it in February 2023. The Policy is intended to create a positive, productive working relationship among Council Members, the City Manager, City staff, and our community. The Policy is a framework for effective governance and involves ongoing discussions and agreements about unity of purpose, roles, responsibilities, norms and protocols that enable the City Council and City Management team to continue to perform its responsibilities in a way that best benefits Cypress. The Policy requires annual City Council review and revision (if appropriate) as a new business item.

BUDGET IMPACT
None.

LEGAL REVIEW
None.

APPROVED BY: Peter Grant, City Manager
Attachments
Civility, Conduct, Ethics and Governance Policy

CITY OF CYPRESS

CIVILITY, CONDUCT, ETHICS AND GOVERNANCE POLICY
Adopted February 13, 2023
City Council
Anne Hertz-Mallari, Mayor
Scott Minikus, Mayor Pro Tem
David Burke, Council Member
Frances Marquez, Council Member
Bonnie Peat, Council Member
Civility, Conduct. Ethics and Governance Policy

SIGNATURE PAGE
We have reviewed and agree to follow the Civility, Conduct, Ethics and Governance Policy in order to support a positive and productive working relationship among the Cypress City Council, City Manager, City staff, and the community. We shall review the Policy annually.
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David Burke, Council Member
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Adopted February 13, 2023
Frances Marquez, Council Member
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Civility, Conduct. Ethics and Governance Policy
3 Adopted February 13, 2023

CONTENTS
SIGNATURE PAGE........................................................................................................ 2 PURPOSE....................................................................................................................... 4 MISSION STATEMENT .................................................................................................. 6 VISION STATEMENT ..................................................................................................... 6 CORE VALUES/GUIDING PRINCIPLES........................................................................ 6 CIVILITY & CONDUCT PROTOCOLS ........................................................................... 7 GOVERNANCE PROTOCOLS....................................................................................... 8 CODE OF ETHICS........................................................................................................ 10 ENFORCEMENT OF THE POLICY FOR COUNCIL MEMBERS................................. 11 ADDRESSING THE CITY COUNCIL IN A PUBLIC MEETING.................................... 12 ENFORCEMENT OF THE POLICY FOR MEMBERS OF THE PUBLIC...................... 14 Civility, Conduct. Ethics and Governance Policy
4 Adopted February 13, 2023

PURPOSE
The City of Cypress is committed to the democratic process, individual rights of expression, robust debate, and tolerance for disparate views. Adopting a civility, conduct, ethics and governance policy that establishes rules of decorum and principles of civility applicable to all public meetings and in all interactions in the workplace helps ensure that civic engagement and local democracy continue to flourish in Cypress.

The Civility, Conduct, Ethics and Governance Policy (the Policy) is intended to promote mutual respect, civility, and orderly conduct among elected and appointed City officials, City staff, and our community. The Policy is not intended to deprive any person of his/her right to freedom of expression, but to promote, to the extent possible and reasonable, open dialogue and positive communications while discouraging intimidating, demeaning, volatile, hostile or aggressive actions.

In order to safeguard participatory democracy in Cypress, all elected officials, appointed officials and City employees are expected to adhere to the standards of conduct established in the Policy.

The Policy is a framework for effective governance and involves ongoing discussions and agreements about unity of purpose, roles, responsibilities, norms and protocols that enable the City Council and City Management team to continue to perform its responsibilities in a way that best benefits Cypress.

The City Council and City Management must function together as a governance leadership team to effectively serve our community. Agreed-upon behaviors and operating protocols support consistent behaviors and actions among team members. The Policy ensures a positive, productive working relationship among Council Members, the City Manager, City staff, and our community. The Policy is developed for, and by, the governance team and may be modified as needed.

The Policy shall be:
• Signed by Council Members and posted on the City website. • Signed by Commissioners.
• Provided to candidates for election to the City Council and reviewed in City Council candidate orientations.
• Provided to applicants for appointment to commissions. • Reviewed by the City Council annually for self-evaluation, discussion, and revision (if appropriate) as a new business item.
• Reviewed by the City Council for self-evaluation, discussion, and revision (if appropriate) as a new business item within 60 days of new member joining the City Council or the appointment of a new City Manager or City Attorney.

Civility, Conduct. Ethics and Governance Policy
5 Adopted February 13, 2023
For the purposes of this Policy, “Mayor” refers to the chair of any public meeting or meeting of a City Council authorized Commission, Board or Subcommittee and “City Council” also refers to all Commissions, Board or Subcommittees.

Civility, Conduct. Ethics and Governance Policy
6 Adopted February 13, 2023

MISSION STATEMENT
The City of Cypress, in partnership with the community, sustains and enhances our safe, attractive and quality environment in which to live, work and play.

VISION STATEMENT
Cypress, an engaged and diverse community, will honor the past and embrace sustainable growth for families and businesses to prosper.

CORE VALUES/GUIDING PRINCIPLES
The City of Cypress values…
Integrity
Accountability
Transparency
Fiscal prudence
Teamwork
Responsiveness to the community
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7 Adopted February 13, 2023

CIVILITY & CONDUCT PROTOCOLS
In interactions with each other, City staff and the community, Council Members will:

C1. Be respectful; especially when there is disagreement.

C2. Be honest and truthful.

C3. Treat each other and everyone with courtesy and refrain from behavior that is contrary to this Policy or derogatory comments; and refrain from inciting such behavior or derogatory comments.

C4. Make our community feel welcome; and strive to make people feel heard by listening carefully, asking clarifying questions, and seeking to understand.

C5. Role model good leadership by being professional, demonstrating effective leadership for our community, and adhering to this Policy.

C6. Confront challenging topics directly and resolve conflicts directly.

C7. Keep an open mind; be willing to change views with new information, data, etc.

C8. Be accountable and responsible for their actions and words, even when it is uncomfortable to do so. This includes apologizing when a Council Member’s behavior falls short of the Policy’s aspirational standards.

C9. Be open to constructive feedback.

C10. Present problems in a way that promotes discussion and resolution.

C11. Credit others’ contributions to moving our community’s interests forward.

C12. Treat City staff professionally and refrain from publicly criticizing employees.

C13. Assume good intentions and not pre-judge others.

C14. Debate the facts of the situation and avoid personalities and personal attacks.

C15. Endeavor to resolve interpersonal issues between Council Members outside of a City Council meeting and not permit interpersonal issues to impact the governance team.

C16. Explain disagreement in a way that focuses on the merits of an issue and recognizes that reasonable people of differing interests/good intentions can disagree on what is best for our community.

C17. Act in a manner that reflects the belief that Council Members, City staff and others who serve the City are on the same team in service to our community, even though we have different roles.

C18. Fact-check information with colleagues, the City Manager, the City Attorney and others.

C19. Make themselves available for one-on-one conversations about the values in this Policy.

Civility, Conduct. Ethics and Governance Policy
8 Adopted February 13, 2023

GOVERNANCE PROTOCOLS
To promote a positive governance team culture, Council Members will:

G1. Prepare for and engage in meetings.

G2. Debate the merits of decisions with fellow Council Members.

G3. Make decisions based on their sense of our community’s best interests.

Remain mindful of the nonpartisan nature of city, county, school and judicial offices provided for in California’s Constitution.

G4. Work collaboratively to improve Cypress’ quality of life and promote our community’s best interests.

G5. Consider the larger picture and gather community input to make the best decision.

G6. Consider the short-, medium-, and long-term effects of decisions.

G7. Be prepared to make unpopular decisions when our community’s best interests requires it.

G8. Attempt to build consensus through dialogue. When this is not possible, the majority vote shall prevail and the majority shall show respect for the opinion of the minority.

G9. Be fair, impartial, and unbiased when voting on quasi-judicial actions and provide fair and equal treatment for all persons and matters.

G10. Explain the official positions of the City to the best of their ability when authorized to do so.

G11. Be clear in stating personal views and make it clear that those views may not represent the City’s position.

G12. Do not commit the City to an action/position without City Council or City Manager approval.

G13. Preserve order and decorum during meetings.

G14. Keep comments clear, concise, and on-topic to maximize opportunities for all to express themselves.

G15. Alert the City Manager or City Attorney in advance when planning to ask questions about an agenda item so City staff can be prepared to provide the most complete answer to inform the City Council and our community.

G16. Act on the understanding that Council Members are part of a group decisionmaking process and that the City Manager and City Attorney take direction from City Council collective action.

Civility, Conduct. Ethics and Governance Policy
9 Adopted February 13, 2023
G17. Speak directly to the City Manager in a timely manner about concerns about City operations, City staff analyses, or City staff performance.

G18. Support the City Manager’s efforts to implement City Council policy decisions through the City’s administrative service.

G19. Understand that City staff’s role is to provide objective information and analysis to inform the decision-making process within the resources that they have available, even if this information and analysis do not support the decision an individual Council Member believes is best.

G20. Work through the City Manager on matters that involve another public agency or City contractor.

G21. Participate in regular educational activities to enhance understanding of a wide variety of issues; including completing all State or City-required training in timely manner.

G22. Use the Strategic Planning process to propose new programs and policies.

G23. Place clear and realistic demands on City staff resources and time.

G24. Read their City emails at least three times per week.

G25. Read all weekly reports before the next one is distributed.

G26. Respond to notices and event RSVP deadlines. If no response is received, City staff will assume that the Council Member will not attend.

G27. Respond to inquiries and requests for feedback/review by the established deadline.

G28. Start and end meetings on time, work from an agenda, and be present, attentive, and prepared.

G29. Attend, and actively participate in, all meetings of organizations, boards and committees to which a Council Member is appointed by the City Council. If a Council Member cannot attend a meeting, they shall immediately alert the alternative representative, Mayor and City Manager.

G30. Adhere to the Brown Act, maintain confidentiality, and only disclose confidential information when a majority vote of the City Council has authorized such disclosure.

G31. Refrain from texting and the use of social media during public meetings, except in the case of urgent need or emergency.

G32. Use the speaker sequencing system to inform the Mayor of their wish to speak and wait to be acknowledged before speaking.

Civility, Conduct. Ethics and Governance Policy
10 Adopted February 13, 2023

CODE OF ETHICS
The following principles shall constitute the Cypress Code of Ethics, applicable to all members of the City Council. Council Members entering office shall sign a statement affirming they read and understood the Code of Ethics. In addition, this Code of Ethics shall be periodically reviewed and updated by the City Council:

E1. Act in the public interest: Recognizing that stewardship of the public interest must be their primary concern, Council Members will work for the common good of the community and not for any private or personal interest, and they will assure fair and equal treatment of all persons, claims and transactions coming before the City Council.

E2. Comply with the law: Council Members shall comply with the laws of the nation, the State of California and the City of Cypress in the performance of their public duties. These laws include, but are not limited to: the United States and California Constitutions; the Charter; the Municipal Code; laws pertaining to conflicts of interest, election campaigns, financial disclosures, employer responsibilities, and open processes of government. Council Members shall also comply with all applicable City policies and procedures.

E3. Conduct of Council Members: The professional and personal conduct of Council Members must be above reproach and should avoid even the appearance of impropriety. Council Members shall refrain from abusive conduct, personal charges or verbal attacks upon the character of other members of the City Council, City staff or public.

E4. Respect for process: Council Members shall perform their duties in accordance with the processes and rules of order established by the City Council governing the deliberation of public policy issues, meaningful involvement of the public, and implementation of policy decisions of the City Council by City staff.

E5. Incompatible employment: No Council Member, City employee or other public official shall engage in or accept private employment, or render services for private interests, when such employment or service is incompatible with the proper discharge of his/her official duties or would tend to impair his/her independence of judgment or action in the performance of his/her official duties.

E6. Use of public property: No Council Member or City employee shall request or permit the use of City owned vehicles, equipment, materials or property for personal convenience or profit, except when such services are available to the public generally, and in the same manner as available to the public, or are provided as City policy for the use of such official in the conduct of official business. No official shall use the time of any City employee during working hours for personal purposes.

E7. Contracts with City: Council Members, City employees, or public officials shall not have a financial interest in any business transaction, or contract with the Civility, Conduct. Ethics and Governance Policy
11 Adopted February 13, 2023
City, or in the sale of real estate, materials, supplies or services to the City, except as permitted in the conflict of interest statutes of the state.

E8. Disclosure of interest in legislation: A Council Member who has a financial or other private interest in any legislation shall disclose on the records of the City Council or other appropriate authority the nature and extent of such interest.

E9. Conflict of interest: In order to assure their independence and impartiality on behalf of the common good, Council Members shall not use their official positions to influence government decisions in which they have a material financial interest. In accordance with the law, Council Members shall disclose investments, interests in real property, sources of income and gifts; and abstain from participating in deliberations and decision-making where conflicts, as determined under applicable laws, may exist. Council Members should endeavor to consult with the City Attorney before any Council meeting to allow an evaluation by the City Attorney of any potential conflict.

E10. Confidential information: Council Members shall respect the confidentiality of information concerning the property, personnel or affairs of the City. They shall neither disclose confidential information without proper legal authorization, nor use such information to advance their personal, financial or other private interests.

E11. Advocacy: When representing the City while serving on or appearing before other government agencies or in court, Council Members shall represent the official policies or positions of the City Council to the best of their ability when designated as delegates for this purpose. When representing the City while serving on or appearing before other government agencies or in court, Council Members shall advocate policies that are in the best interest of the City over their own personal interests. When presenting their individual opinions and positions, Council Members shall explicitly state they do not represent the City Council or the City, and shall not allow the inference that they do.

E12. Positive workplace environment: Council Members shall support a positive and constructive workplace environment for City employees and for citizens and businesses dealing with the City. Council Members shall recognize their special role in dealings with City employees and not provide direction to City staff in violation of the City Charter.

ENFORCEMENT OF THE POLICY FOR COUNCIL MEMBERS
The Policy establishes guiding principles for appropriate conduct and behavior and sets forth the expectations of Council Members. The Policy establishes a process and procedure that:
• Allows the community, Council Members, and City staff to report Policy violations or other misconduct.

Civility, Conduct. Ethics and Governance Policy
12 Adopted February 13, 2023
• Provides guidelines to evaluate Policy violations or other misconduct and implement appropriate disciplinary action.

The City Council may discipline Council Members who violate the Charter, the Municipal Code, the Policy, or engage in other misconduct. In determining the sanction imposed, the following factors may be considered:
• Nature of the violation.
• Prior violations by the same individual.
• Other factors which bear upon the seriousness of the violation.

At the discretion of the City Council, sanctions may be imposed for violating the Charter, the Municipal Code, the Policy, or engaging in other misconduct. These sanctions may be applied individually or in combination. They include, but are not limited to:

Admonishment
A warning to the City Council about a particular action/behavior that violates City policy.

Direction to Correct
Direction to an individual Council Member to correct the result of a particular action/behavior that violates law or City policy.

Informal Reprimand
Reprimand to an individual Council Member when a particular action/behavior (or set of actions/behaviors) violates law or City policy, but is considered by the City Council to be not sufficiently serious to require censure.

Revocation of Special Privileges
Revocation of a Council Member's committee assignments, regional boards and commissions, and community-generated board/committee appointments; suspension of official travel, conference participation, access to a City credit card, City Council salary, stipends, and ceremonial titles.

Censure
An official City Council reprimand of a Council Member. The Municipal Code establishes the censure process.

ADDRESSING THE CITY COUNCIL IN A PUBLIC MEETING
Oral Communications are an opportunity for the City Council to hear from the public and is not the time for a dialogue between the City Council and the public. Council Members make take note of comments or questions for follow-up, and at the conclusion of Oral Communications, and upon recognition by the Mayor, may pose those questions to City Civility, Conduct. Ethics and Governance Policy
13 Adopted February 13, 2023
staff. If the Mayor perceives, or is alerted by another Council Member, of a substantial factual issue with a member of the public’s comments, the Mayor may ask the City Manager or City Attorney for an immediate clarification at the end of the speaker’s comments.

Generally, if a matter presented during Oral Communications requires follow-up, it shall be referred to the City Manager, and if the City Council determines that action is required, the item may be placed on a future agenda following established processes.

To ensure the highest standard of respect and integrity during public meetings, attendees should:

P1. Address all comments to the City Council as a whole and not to any individual member.

P2. Treat everyone courteously.

P3. Listen to City officials and other community members respectfully.

P4. Exercise self-control and avoid threats and personal attacks against anyone.

P5. Give open-minded consideration to all viewpoints.

P6. Focus on issues and avoid personalizing debate.

P7. Embrace respectful disagreement and dissent as democratic rights that are inherent components of an inclusive public process and tools for forging sound decisions and allow all members of the public to speak without intimidation or interruption.

P8. Not engage in disorderly or boisterous conduct that disturbs, disrupts, or otherwise impedes the orderly conduct of the meeting.

P9. Obey any lawful order of the Mayor to enforce this Policy.

P10. Honor efforts by the Mayor to focus discussion on current agenda items.

P11. Show respect for facilities that host public meetings, by avoiding acts that may damage the facility or its equipment/furniture and not bring food or beverages (other than water) to public meetings.

Civility, Conduct. Ethics and Governance Policy
14 Adopted February 13, 2023

ENFORCEMENT OF THE POLICY FOR MEMBERS OF THE PUBLIC
The Mayor shall be responsible for maintaining the decorum and civility at public meetings and enforcing this Policy in a uniform and even-handed manner. The Mayor may intervene to ensure that Council Members do not interrupt members of the public while speaking.

In the event that any member of the public breaches this Policy in a manner that disturbs, disrupts, or otherwise impedes the orderly conduct of a public meeting, the Mayor shall order that person to cease the offending conduct.

If any member of the public continues to breach the Policy in a manner that disturbs, disrupts, or otherwise impedes the orderly conduct of a public meeting following an order from the Mayor to cease the offending conduct, the Mayor may order that person to leave the public meeting and may engage the efforts of law enforcement as necessary to carry out the order.

If a member of the public acts abusively towards a City employee outside of a public meeting but in the workplace, the City will issue an oral warning. If a member of the public does not improve his/her behavior in response to a warning, the City will require the abusive individual to leave the premises.

The above-described remedies for compliance with this Policy are not exclusive and shall not preclude the application or use of other remedies provided by State law or the Municipal Code.

Cypress City CouncilMarch 25, 2024

Cypress City Council
March 25, 2024