Agenda packet — Cypress City Council, January 27, 2025 (part 1 of 2)

AGENDA

REGULAR MEETING

CYPRESS CITY COUNCIL
January 27, 2025
5:15 P.M. - Closed Session
6:00 P.M. - General Session
www.cypressca.org 5275 Orange Avenue
Cypress, California
Interested in speaking to the City Council? Information about participating in the City Council meeting appears at the end of the agenda.

CALL TO ORDER
5:15 P.M.

Council Chambers

ROLL CALL
Cypress City Council, also acting as the Ex-Officio Governing Board of Directors of the Cypress Recreation and Park District
Mayor David Burke
Mayor Pro Tem Leo Medrano
Council Member Kyle Chang
Council Member Scott Minikus
Council Member Bonnie Peat
ORAL COMMUNICATIONS ON CLOSED SESSION / WORKSHOP ITEMS (Limited to 30 minutes - three minutes per speaker. The City Council may adjust the time allotted per speaker.)
The public may address the City Council on Closed Session/Workshop items prior to any action taken. Although Council Members may provide brief responses, the City Council may not engage in a discussion with members of the public during the meeting. Please complete a Speaker's Card to address the City Council in-person. Members of the public are encouraged to communicate with the City Council via email at [email protected] or by calling 714-229-6699.

CLOSED SESSION
THREAT TO PUBLIC SERVICES OR FACILITIES
Pursuant to Government Code Section 54957
Consultation with: Cypress Police Department, Chief of Police

RECONVENE

RECONVENE
6:00 P.M.

Council Chambers

PLEDGE OF ALLEGIANCE

REPORT OF CLOSED SESSION / WORKSHOP
City Manager/City Attorney

PRESENTATIONS
Cypress College Foundation Americana Awards Update
ORAL COMMUNICATIONS ON AGENDA ITEMS (Three minutes per speaker. The City Council may adjust the time allotted per speaker.)
The public may address the City Council on agenda items prior to any action taken. Although Council Members may provide brief responses, the City Council may not engage in a discussion with members of the public during the meeting. Please complete a Speaker's Card to address the City Council in-person. Please follow the instructions at the end of the agenda and wait for the Mayor/City Clerk to call on you to address the City Council virtually. Speakers providing in-person comments will be called first. Members of the public are encouraged to communicate with the City Council via email at [email protected] or by calling 714-229-6699.

CONSENT CALENDAR
All matters listed on the Consent Calendar are to be approved with one motion unless a Council Member requests separate action on a specific item. Council Members voting no or abstaining on a Consent Calendar item may do so without removing the item from the Consent Calendar.

1. Introduce and/or Adopt All Ordinances and Resolutions Presented for Consideration by Title Only and to Waive Further Reading

January 27, 2025 | Page 2

2. Receive an Update on the Strategic Plan Six-Month Objectives Prepared by: Peter Grant, City Manager
Recommendation: Receive an update on the Strategic Plan six-month objectives.

3. Adopt the 2025 Federal and State Legislative Platform Prepared by: Peter Grant, City Manager
Recommendation: Adopt the 2025 Federal and State Legislative Platform.

4. Approve an Affordable Housing and Density Bonus Agreement with 8561 Belmont, LLC
Prepared by: Alicia Velasco, Planning Director
Recommendation:

1. Approve an Affordable Housing and Density Bonus Agreement with 8561 Belmont, LLC; and

2. Authorize the City Manager to make minor modifications to the Agreement as needed.

5. Approve Plans and Specifications and Award a Contract for Traffic Signal Improvements at Valley View Street and Plaza Drive, Project 353 Prepared by: Nick Mangkalakiri, Acting Director of Public Works Recommendation:

1. Approve plans and specifications for traffic signal Improvements at Valley View Street and Plaza Drive, Project 353; and

2. Award a contract to Yunex LLC for $79,875 and authorize a contingency of $12,000.

6. Approve Contract Services Agreements and Task Order for On-Call Pavement Management Support and Design Services
Prepared by: Nick Mangkalakiri, Acting Director of Public Works Recommendation:

1. Approve contract services agreements for on-call pavement management support and design services with Bucknam Infrastructure Group, Inc. and GMU Geotechnical, Inc.; and

2. Approve a Task Order to Bucknam Infrastructure Group, Inc. to prepare a Pavement Management Plan for $36,985, and authorize a contingency of $5,500.

7. Receive and File the Investment Reports for the Months Ended October 31, 2024, January 27, 2025 | Page 3

7. Receive and File the Investment Reports for the Months Ended October 31, 2024, November 30, 2024, and December 31, 2024
Prepared by: Matt Burton, Director of Finance and Administrative Services Recommendation: Receive and file the attached investment reports.

8. Receive and File Register of Warrants, Transfers, and Wires Issued for the Period of October 12, 2024 through January 10, 2025
Prepared by: Matt Burton, Director of Finance and Administrative Services Recommendation: Receive and file the attached payment register summarized below for the period of October 12, 2024 through January 10, 2025:

Electronic Funds Transfers 16031 through 16532
Warrants 66430 through 67015
Payroll Transfers W1540 through W1547

NEW BUSINESS
None.

ITEMS REMOVED FROM CONSENT CALENDAR

ITEMS FROM CITY COUNCIL MEMBERS

9. Update the Policy for Council Members to Add Items to the City Council Agenda Agendized by: Mayor David Burke
Recommendation: Consider Mayor Burke's proposed policy.

ORAL COMMUNICATIONS (Three minutes per speaker. The City Council may adjust the time allotted per speaker.)
The public may address the City Council on any item within the subject matter jurisdiction of the City Council. Although Council Members may provide brief responses, the City Council may not discuss nor take action on items that are not on the agenda. Please complete a Speaker's Card to address the City Council in-person. Members of the public are encouraged to communicate with the City Council via email at [email protected] or by calling 714-229-6699.

COUNCIL MEMBER REPORTS FROM CITY-AFFILIATED BOARDS AND COMMITTEES

AND REMARKS
Since the last City Council meeting, the following Regular Meetings have occurred:

Orange County Mosquito and Vector Control District - January 16 Bridges at Kraemer Place Community Advisory Board - January 22 Orange County Sanitation District - January 22
Orange County Fire Authority - January 23
Orange County Public Library Advisory Board - January 23 January 27, 2025 | Page 4

COUNCIL MEMBER ITEMS FOR FUTURE CONSIDERATION

CITY MANAGER REMARKS

ADJOURNMENT
The next meeting will be an adjourned Regular Meeting, to be held on Monday, February 10, 2025, beginning at 5:30 p.m. in the Executive Board Room.

Council Members and the public should promptly exit the Council Chambers and proceed through the Civic Center to the parking lot.

I hereby certify under penalty of perjury under the laws of the State of California, that the foregoing Agenda was posted on the City Hall bulletin board and City website not less than 72 hours prior to the meeting. Dated this 22nd day of January, 2025.

________________________________
Alisha Farnell, City Clerk
January 27, 2025 | Page 5

PUBLIC PARTICIPATION
Members of the public can participate in the City Council meeting in the following ways:

1. Attend In-Person. First-come, first-served seating is available. All attendees must be free of any symptoms associated with contagious illnesses.

2. Attend Virtually via Webinar. Follow this link:
https://attendee.gotowebinar.com/register/4125142672332548448. Advanced registration is recommended.

The public may address the City Council virtually during Oral Communications on Agenda Items and Public Hearings. Virtual participants must click the 'hand raise' button prior to the end of the first in-person speaker to indicate they wish to address the City Council. Upon clicking the 'hand raise' button, please unmute your microphone and wait for the Mayor/City Clerk to call on you. = Hand Raise = Unmute

3. Submit Public Comments Prior to the Meeting. The public may submit comments via email to [email protected]. Comments submitted by 3:00 p.m. on the day of the meeting will be added to the meeting record.

4. Watch the Meeting. The City Council meeting can be viewed on Spectrum Cable Channel 36 or on the City's website at www.cypressca.org/watchlive.

5. Listen to the Meeting. Listen-only teleconferencing is available by calling (415) 655-0052 and entering Access Code 306-451-950. No registration or audio pin is necessary.

INVOCATION POLICY
The City Council does not endorse the content of the invocation and does not endorse the invocational speaker’s particular faith, belief and/or religious denomination. The City Council has an established neutral policy for selecting and scheduling invocational speakers. The City Council’s policy on invocations is available from the City Clerk.

AMERICANS WITH DISABILITIES ACT
In compliance with the Americans With Disabilities Act, if you need special assistance to participate in this meeting, you should contact the City Clerk at (714) 229-6685 at least 72 hours prior to the meeting to enable the City to make reasonable arrangements to assure accessibility to this meeting.

January 27, 2025 | Page 6
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 2.

FROM: Peter Grant, City Manager
DATE: 01/27/2025
SUBJECT: Receive an Update on the Strategic Plan Six-Month Objectives

RECOMMENDATION
Receive an update on the Strategic Plan six-month objectives.

DISCUSSION
The Strategic Plan establishes major goals and objectives for the City. It provides the principal guidance for the preparation of the budget and a plan for implementation and accountability. The Strategic Plan is among the City Council's most effective tools to improve services and preserve Cypress' high quality of life.

The City Council updated the Strategic Plan in September 2024, including a review of the existing plan, development of new six-month objectives, and a discussion of the City's strengths and accomplishments during the past six months. The attached matrices report the progress on the six-month objectives as of January 27, 2025.

A special City Council meeting will be held in April to update the plan for the next six months.

BUDGET IMPACT
None.

LEGAL REVIEW
None required.

APPROVED BY: Peter Grant, City Manager
Attachments
Six-month Objectives

C I T Y O F C Y P R E S S

SIX -MONTH STRATEGIC OBJECTIVES
S e p t e m b e r 2 0 2 4 – M a r c h 2 0 2 5
Updated: January 22, 2025 A
THREE-YEAR GOAL: MAINTAIN INFRASTRUCTURE AND FACILITIES

WHEN WHO WHAT STATUS COMMENTS
DONE
ON

TARGET REVISED

1. March 24, 2025 Public Works Director Recommend options to modernize the Executive Board Room
X

2. February 14, 2025 Public Works Director Recommend a strategy and funding to increase sustainability in the City’s civilian vehicle fleet to the City Manager
X

3. March 10, 2025 Public Works Director Recommend options for streamlining capital improvement projects to increase efficiency and contain costs
X

4. November 30, 2024 Public Works Director
& Planning Director
Issue a Request for Proposals for Building Inspection
and Plan Check Services
X

5. Ongoing Public Works Director
& Finance Director
Pursue outside funding to offset the cost to replace
Myra Avenue pump station No. 1

6. FUTURE Public Works Director Recommend an agreement to undertake an organizational and best practices review of the Public
Works department

C I T Y O F C Y P R E S S

SIX -MONTH STRATEGIC OBJECTIVES
S e p t e m b e r 2 0 2 4 – M a r c h 2 0 2 5
Updated: January 22, 2025 B

MAINTAIN FINANCIAL STABILITY AND PROMOTE ECONOMIC ACTIVITY

WHEN WHO WHAT STATUS COMMENTS
DONE
ON

TARGET REVISED

1. February 10, 2025 Finance Director Present a Pandemic Recovery Plan update to the City Council as part of the mid-year Budget report
X

2. March 10, 2025 Planning Director Recommend an agreement for the development of an Economic Development Strategy
X

3. March 24, 2025 Planning Director Recommend the Business Park Specific Plan Modernization
X

4. Future Planning Director Recommend updates to the Lincoln Avenue Specific Plan to implement the Housing Element
X Pending Airport Land
Use Commission
approval

C I T Y O F C Y P R E S S

SIX -MONTH STRATEGIC OBJECTIVES
S e p t e m b e r 2 0 2 4 – M a r c h 2 0 2 5
Updated: January 22, 2025 C
THREE-YEAR GOAL: ENHANCE AND MAINTAIN PUBLIC SAFETY

WHEN WHO WHAT STATUS COMMENTS
DONE
ON

TARGET REVISED

1. By February 28,
2025
Police Chief working
with an ad hoc
subcommittee
Explore a campus safety partnership with Cypress
School District
X

2. By March 15, 2025 Police Chief Provide Emergency Operations Center training to all City staff
X Extended because of
wildfires

3. January 6, 2025 Police Chief working
with Anaheim Union
High School District
Develop an e-bike safety initiative with Lexington
Junior High School, Cypress High School and Oxford
Academy
X

4. February 12, 2025 Police Chief working
with RCS Director
Present a safety education and fraud prevention
program (PACE for Seniors) to the Senior Citizens
Commission
X

C I T Y O F C Y P R E S S

SIX -MONTH STRATEGIC OBJECTIVES
S e p t e m b e r 2 0 2 4 – M a r c h 2 0 2 5
Updated: January 22, 2025 D
THREE-YEAR GOAL: ENHANCE RECREATION FACILITIES AND PROGRAMS

WHEN WHO WHAT STATUS COMMENTS
DONE
ON

TARGET REVISED

1. February 14, 2025 RCS Director Develop a RCS Foundation sponsorship program X

2. Future RCS Director Recommend updates to the Non-Profit Grant Program policy
X Grant history/process
workshop complete in
November. Grant
review workshop held
in spring

3. Spring 2025 RCS Director & PW
Director
Hold a grand opening celebration for Arnold Cypress
Park
X

4. February 10, 2025 RCS Director, Cypress
Festival Board and
City Council
Hold a public City Council workshop with the Cypress
Community Festival Association
X

C I T Y O F C Y P R E S S

SIX -MONTH STRATEGIC OBJECTIVES
S e p t e m b e r 2 0 2 4 – M a r c h 2 0 2 5
Updated: January 22, 2025 E
THREE-YEAR GOAL: MAINTAIN HIGH QUALITY AND HIGH VALUE SERVICES FOR THE COMMUNITY

WHEN WHO WHAT STATUS COMMENTS
DONE
ON

TARGET REVISED

1. November 12, 2024 Finance Director Recommend updates to purchasing thresholds based on analysis of other OC cities
X

2. February 24, 2025 Finance Director Recommend an agreement for sales tax audit services X

3. By February 28, 2025 City Council & City
Manager
Conduct a teambuilding workshop with the 2025 City
Council
X

4. January 13, 2025 City Clerk Recommend creating an ad hoc subcommittee to advise the development of questions for the 2025
Community Survey
X

5. By March 15, 2025 Finance Director, IT
Manager & Police
Chief
Present an updated Business Continuity Plan to the
City Manager
X

6. Ongoing City Manager & City
Clerk working with
Communications LAB
Complete Phase 1 of the rebranding process

7. FUTURE Planning Director &
RCS Director
Recommend adjustments to align City and RCS
District boundaries through the Local Agency
Formation Commission
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 3.

FROM: Peter Grant, City Manager
DATE: 01/27/2025
SUBJECT: Adopt the 2025 Federal and State Legislative Platform

RECOMMENDATION
Adopt the 2025 Federal and State Legislative Platform.

DISCUSSION
The legislative platform is a tool to protect and promote the City's interests on priority issues, legislative, and regulatory matters that may impact Cypress. Maintaining and annually updating such a platform allows for timely responses to legislative and regulatory issues important to the City and region. As an example, the legislative platform includes language supporting measures that provide increased funding for disaster preparedness, prevention, recovery and responses to all hazardous threats such as the local fires which continue to affect our region.

The platform is a useful tool to monitor pending legislation and determine if action is warranted. Action may include letters from the Mayor consistent with the adopted platform, as well as conversations with legislators and their staff. Before taking any action or recommending a letter for the Mayor's signature, legislative proposals are evaluated with department input, legislative advocate analysis, legal input, and City Manager guidance. New or complex policy proposals may lead to additional City Council direction as appropriate.

The platform provides broad guidance when evaluating legislation that may impact local control, fiscal stability, and the City's opportunity to compete for grants and funding.

Additionally, the platform establishes Cypress' legislative priorities to provide the foundation for advocacy efforts at the federal, state, and local levels. The legislative priorities articulate City Council policy direction and are presented in alignment with the League of California Cities.

BUDGET IMPACT
None.

LEGAL REVIEW
None required.

APPROVED BY: Peter Grant, City Manager
Attachments
2025 Legislative Platform

CITY OF CYPRESS
2025 STATE AND FEDERAL LEGISLATIVE PLATFORM
The Legislative Platform is a tool to protect and promote the City’s interests on priority issues, legislative and regulatory matters that may impact Cypress. The Legislative Platform defines the City Council’s policy guidelines and legislative priorities to provide the foundation for advocacy efforts at the federal, state, and local levels. Maintaining a legislative platform allows for timely response to legislative and regulatory issues important to the City, including letters from the Mayor or City Manager to the Legislature and/or Congress consistent with the Platform. The Legislative Platform also summarizes the City Council’s positions on priority issues without precluding the consideration of additional legislative and budget issues that arise during the year.

POLICY GUIDELINES
I. PRESERVE LOCAL CONTROL
Preserve and protect the City’s charter powers, duties and the ability to enact legislation and policy direction concerning local affairs, and oppose legislation that preempts local authority. Local agencies should preserve and enhance authority and accountability for revenues raised and services provided.

II. PROMOTE FISCAL STABILITY
Support measures that promote fiscal stability, predictability, and financial independence. Support measures that preserve the City’s revenue base and local control over local government budgeting, recognizing that economic cost is a factor in considering the merits and/or impacts of proposed legislation or regulation. Oppose measures that make cities more dependent on the County, State or Federal governments for financial stability, such as mandated costs with no guarantee of local reimbursement or offsetting benefits. Oppose measures that shift local funds to the County, State or Federal governments, without offsetting benefits.

III. SUPPORT FUNDING OPPORTUNITIES
Support opportunities that allow the City to compete for its fair share of regional, state and federal funding, and that maintain funding streams. Opportunities may include competitive grant and funding programs. Opportunities could also include dedicated funding streams at the regional, state and federal levels that allow the City to maximize local revenues, offset and leverage capital expenditures, and maintain City standards and goals.

CITY OF CYPRESS
2025 STATE AND FEDERAL LEGISLATIVE PLATFORM
2 LEGISLATIVE PRIORITIES
Community Services
• Support funding, measures, and legislation that provide for constructing, rehabilitating and maintaining public facilities, parks and open space. • Oppose state legislation that might limit local government’s ability to collect or allocate park in-lieu fees.
• Support legislation and grants that facilitate the provision of recreational activities for all segments of the population.

Environmental Quality
• Oppose legislation that imposes undue hardship on local agencies to implement environmental regulations.
• Support measures that expand markets for recyclable materials and maintain local authority and flexibility to regulate solid waste and recyclables. • Oppose waste and resource recovery measures imposing State-mandated costs when there is no guarantee of local cost recovery or offsetting benefit. • Support legislation that establishes funding opportunities that provide for compliance with environmental regulations.

Governance, Transparency and Labor Relations
• Monitor mandates in connection with proposed administrative or legislative action that would modify the governing responsibilities and authority of city councils. • Support legislation that modernizes requirements for publication of legal notices to allow for electronic posting.
• Support measures to achieve and maintain fair and proportionate representation on county-wide and regional boards.
• Support measures to clarify the California Voting Rights Act or permit alternative voting systems (e.g. ranked choice or cumulative voting).

CITY OF CYPRESS
2025 STATE AND FEDERAL LEGISLATIVE PLATFORM
3 • Oppose measures that reduce local control or create additional financial burden related to employee relations and collective bargaining issues that can be negotiated at the bargaining table.
• Support reform measures that provide sustainable and secure public pensions and other post-retirement benefits to ensure responsive and affordable public services.

Housing, Community and Economic Development
• Support legislation that strengthens local control and decision making on land use and zoning matters.
• Oppose legislation that erodes the ability of cities to condition and deny projects that inadequately mitigate impacts to the community.
• Support reforms and improvements to housing element law to provide clear processes and flexibility to allow regional cooperation and establish realistic housing goals and performance standards.
• Support economic development initiatives that preserve and enhance a positive business climate and maintains and grows the business tax base. • Support legislation that provides tangible and productive tools and investment to support job creation, job retention and local business. • Support legislation that provides funding, resources, and flexibility to provide affordable, transitional, supported, and emergency housing to prevent homelessness and assist individuals experiencing homelessness.

Public Safety
• Support legislative efforts to improve local law enforcement, fire suppression and prevention, hazardous materials mitigation, rescue, emergency medical services and disaster preparedness.
• Support legislation and seek funding to assist local law enforcement to reduce crimes related to illicit drugs, burglary, assault, and domestic violence. • Support measures that protect children and youth from tobacco, alcohol and drug use and related products, and that support related prevention and intervention programs.

CITY OF CYPRESS
2025 STATE AND FEDERAL LEGISLATIVE PLATFORM
4 • Support legislation to deter drivers from operating motor vehicles while under the influence of alcohol and drugs.
• Support measures that provide frontline funding for law enforcement services associated with the “early release” of prisoners resulting from State-mandated criminal justice realignment provisions.
• Support increased funding for disaster preparedness, prevention, recovery and responses for all hazard threats.
• Support legislation that strengthens cities’ authority to regulate business that serve as fronts for illegal conduct such as human trafficking, prostitution, etc.

Revenue and Taxation
• Oppose legislation that would increase the City’s dependence on the State for financial stability and policy direction.
• Support the preservation and enhancement of the City’s ability to generate and retain sales and use tax revenue, and local point-of-sale revenue allocations. • Oppose legislation to alter the manner by which transient occupancy taxes are calculated and collected.

Transportation, Communications and Public Works
• Support and pursue funding that specifically benefits Cypress’ transportation and public works projects.
• Support protection of dedicated transportation-related tax revenues and enhance the ability of local agencies to finance local transportation programs and facilities. • Support efforts to maintain cities ability to retain existing fees on telecommunications services for public, educational and governmental channels. • Oppose efforts to restrict cities’ authority to zone and plan for the deployment of telecommunications infrastructure.
• Support cities’ ability to maintain and manage the public right-of-way and receive compensation for its use.

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 4.

FROM: Alicia Velasco, Planning Director
DATE: 01/27/2025
SUBJECT: Approve an Affordable Housing and Density Bonus Agreement with 8561 Belmont, LLC

RECOMMENDATION

1. Approve an Affordable Housing and Density Bonus Agreement with 8561 Belmont, LLC; and

2. Authorize the City Manager to make minor modifications to the Agreement as needed.

DISCUSSION
On April 24, 2023, the City Council approved eight apartments at 8561 Belmont Street, including two affordable rental units and six market rate rental units. The affordable units are restricted to very low-income households, as defined by the State.

The project's Conditional Use Permit requires the property owner to enter into an Affordable Housing and Density Bonus Agreement with the City. This agreement legally binds the property owner to keep two of the rental units affordable for very low-income households for 55 years. The agreement ensures the long-term affordability of these units by setting requirements for ongoing monitoring and compliance with the specific income conditions (in this case very low-income) and rental standards. Such agreements are common practice, as they are the City's tool for enforcing rental rates, maintaining unit quality, and ensuring ongoing compliance. Currently, the City manages 14 similar agreements covering 397 affordable housing units.

BUDGET IMPACT
None.

LEGAL REVIEW
The Affordable Housing and Density Bonus Agreement was reviewed and approved by the City Attorney.

APPROVED BY: Peter Grant, City Manager
Attachments
Affordable Housing and Density Bonus Agreement
1 RECORDED AT THE REQUEST OF AND WHEN RECORDED RETURN TO:

City of Cypress
5275 Orange Avenue
Cypress, California 90630
Attn: City Clerk
(Space Above For Recorder's Use)
This Affordable Housing and Density Bonus Agreement is recorded at the request and for the benefit of the City of Cypress and is exempt from the payment of a recording fee pursuant to Government Code Sections 6103 and 27383.

AFFORDABLE HOUSING AND DENSITY BONUS AGREEMENT

BY AND BETWEEN

THE CITY OF CYPRESS,
a California municipal corporation
and
8561 BELMONT, LLC
2 TABLE OF CONTENTS

1. DEFINITIONS AND EXHIBITS.............................................................................. 2

1.1 Definitions............................................................................................. 2

1.2 Exhibits................................................................................................. 4

2. DEVELOPMENT OF THE PROPERTY................................................................. 4

2.1 Project.................................................................................................. 4

2.2 Recording of Agreement........................................................................4

2.3 Total Number of Units............................................................................4

2.4 Market Rate Units..................................................................................5

2.5 Affordable Units.....................................................................................5

2.6 Minimum Development Standards for Affordable Units............................5

3. OWNERSHIP AND OPERATION OF THE PROJECT BY OWNER........................8

3.1 Use of Affordable Units During Project Rental Period.............................8

3.2 Income Eligibility; Certification.................................................................8

3.3 Recertification....................................................................................... 9

3.4 Selection of Tenants..............................................................................9

3.5 Affordable Rent......................................................................................9

3.6 Occupancy Levels................................................................................. 9

3.7 Principal Residence...............................................................................9

3.8 Rental Agreement.................................................................................. 9

3.9 Records and Reports; Inspection..........................................................10

3.10 Leasing Forms and Marketing Plan...................................................... 10

3.11 Repair and Maintenance of Property.................................................... 10

3.12 Management....................................................................................... 11

3.13 Certification of Continuing Program Compliance................................... 12

4. DEFAULT AND TERMINATION; INDEMNIFICATION......................................... 12

4.1 Default................................................................................................ 12

4.2 Rights and Remedies Cumulative.........................................................12

4.3 lndemnification.................................................................................... 12

5. ASSIGNMENT..................................................................................................13

5.1 Assignment by Owner..........................................................................13

5.2 Assignment by City.............................................................................. 14

5.3 Covenants Run with the Land............................................................14

6. MISCELLANEOUS...........................................................................................15

6.1 Term...................................................................................................15 3 6.2 Notices................................................................................................15

6.3 Entire Agreement................................................................................16

6.4 Severability......................................................................................... 16

6.5 Interpretation and Governing Law...................................................... 16

6.6 Section Headings................................................................................16

6.7 Singular and Plural............................................................................. 16

6.8 Joint and Several Obligations.............................................................17

6.9 Time of Essence.................................................................................17

6.10 Days....................................................................................................17

6.11 Waiver................................................................................................ 17

6.12 Third Party Beneficiaries.....................................................................17

6.13 Force Majeure.....................................................................................17

6.14 Mutual Covenants ....,......................................................................... 17

6.15 Successors in Interest........................................................................ 17

6.16 Jurisdiction and Venue....................................................................... 17

6.17 Project as a Private Undertaking........................................................ 18

6.18 Further Actions and Instruments.........................................................18

6.19 Estoppel Certificate.............................................................................18

6.20 Subordination..................................................................................... 18

6.21 Attorneys' Fees and Costs..................................................................19

6.22 Authority to Execute............................................................................19

6.23 Counterparts.......................................................................................19 4 AFFORDABLE HOUSING AND DENSITY BONUS AGREEMENT
8561 BELMONT STREET
This Affordable Housing and Density Bonus Agreement (hereinafter "Agreement") is entered into as of this day of , 2025 (hereinafter the "Effective Date") by and between the CITY OF CYPRESS, a California municipal corporation (hereinafter "City''), and 8561 Belmont LLC, a California limited liability company (hereinafter, "Owner"). City and Owner are hereinafter sometimes referred to collectively as the "Parties" and individually as a "Party."

RECITALS
A. Owner is the owner in fee of that certain real property (hereinafter the "Property") located at 8561 Belmont Street, in the City of Cypress, County of Orange, State of California. The Property is more particularly described in “Exhibit A” which is attached hereto and incorporated herein by this reference.

B. Owner intends to develop on the Property a residential rental apartment development, in accordance with Conditional Use Permit No. 2023-03, approved by the Cypress City Council on April 24, 2023, by City Council Resolution No. 6926. A conceptual site plan of the Project is attached hereto and incorporated herein as “Exhibit B”.

C. The project consists of the development of an eight-unit apartment building, including two affordable units, restricted to very low-income households, on a 10,000 square foot site (hereinafter, “Project”).

D. Pursuant to Government Code Sections 65915-65918 (the "State Density Bonus Law"), Owner applied for and was granted a 50 percent density bonus, three concessions, and two waivers in exchange for providing two units affordable to very low income households pursuant to Cypress Zoning Ordinance Section 12 and State Density Bonus Law, as laid out in the City Council staff reports dated April 10, 2023 and April 24, 2023.

E. Owner has agreed to restrict two (2) units in the Project for rental to and occupancy by very low income households (the "Affordable Units"), and was thus granted the Density Bonus, which results in Owner's ability to construct three (3) additional units, for a total of eight (8) rental dwelling units on the Property.

F. The Affordable Units are commonly known as 8561 Belmont Street, Units 3 and 6, in the City of Cypress, State of California. For purposes of this Agreement, the Project shall be the "housing development" as defined in the State Density Bonus Law. The two Affordable Units are one (1) studio unit and one (1) three-bedroom unit.

G. This Agreement (which includes by this incorporation by reference the attached Exhibits) is intended to set forth the terms and conditions for the implementation of the Project's requirement to provide affordable housing units in exchange for receiving the "Density Bonus Unit" (as that term is defined below in this Agreement). 5 H. The development of the Project on the Property pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of City and the welfare of its residents, and in accordance with the public purposes and provisions of applicable federal, state, and local laws and requirements.

COVENANTS
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:

1. DEFINITIONS AND EXHIBITS
Definitions. In addition to the terms that may be defined elsewhere in this Agreement, the following terms when used in this Agreement shall be defined as follows:
"Adjusted for household size appropriate to the unit” means a household of one (1) person in the case of a studio unit and a household of four (4) to six (6) persons in the case of a three-bedroom unit.
"Affordable Rent” shall have the meaning prescribed for that term in Health and Safety Code Section 50053(b) and the Housing Regulations promulgated pursuant to or incorporated therein, including, without limitation, any applicable regulations promulgated pursuant to Health and Safety Code Section 50093, and shall be for Very Low Income Households.
"Affordable Unit” means the two (2) Units within the Project to be rented by Owner to a Very Low Income Household at Affordable Rent in accordance with this Agreement. The Affordable Units are addressed 8561 Belmont, Units 3 and 6, in the City of Cypress CA. "Agreement” means this Affordable Housing and Density Bonus Agreement. "Base Units" means the five (5) Units that Owner would be authorized to develop on the Property without application of the State Density Bonus Law. "City” means the City of Cypress, California, and the City's successors and assigns. "City Council' means the City Council of the City of Cypress. "City Manager' means the City Manager for the City of Cypress. "Density Bonus Units" means the three (3) Units in addition to the Base Units that Owner shall develop pursuant to the density allowance in the State Density Bonus Law and the terms and conditions of this Agreement, of which Owner would not be entitled to develop without providing that at least two (2) of the Base Units will be Affordable Units. 6 "Effective Date" means the date inserted into the Preamble of this Agreement. "Household' means all persons residing in a Unit.
"Housing Regulations” means the regulations published from time to time by the California Department of Housing and Community Development pursuant to Health and Safety Code Section 50093, as they exist as of the Effective Date. "Income Computation and Certification Form" shall mean the form used to determine and certify whether a potential renter qualifies as a Very Low Income Household, in a form approved by the City. City hereby approves the form attached hereto and incorporated herein as Exhibit "C".
"Income Recertification Form" shall mean the form used to recertify an existing renter, in a form approved by the City. City hereby approves the form attached hereto and incorporated herein as Exhibit "D".
“Market Rate Units" means the Units within the Project to be rented by Owner to a Household without restriction. The Market Rate Units are all Units other than the two (2) Affordable Units.
"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, and as published periodically by the California Department of Housing and Community Development in Section 6932 of Title 25 of the California Code of Regulations, or successor regulation, as such may be amended from time to time. Upon request by Owner, City shall provide to Owner the amount of the Median Income. "Owner” means 8561 Belmont LLC, a California limited liability company, and its permitted successors and assigns to all or any part of the Property, but excluding Individual Unit Owners.
“Project” means that certain housing development as more particularly described in Recital B and Section 2 of this Agreement.
"Project Rental Period” means the period commencing on the Effective Date and continuing until fifty-five (55) years following the date City issues a certificate of occupancy for all of the Units.
"Property” means that certain real property more particularly described in the legal description in Exhibit "A" and depicted in Exhibit "B" and improvements thereon. "State Density Bonus Law” means Government Code Sections 65915-65918 as it exists on the Effective Date.
"Unit” means a residential dwelling unit within the Project to be rented and/or sold by 7 Owner pursuant to this Agreement.
“Very Low Income Household” means a Household whose income does not exceed the qualifying limits for very low income households pursuant to Health and Safety Code Section 50105 as it exists on the Effective Date, which is those households earning fifty percent (50%) or less of the Area Median Income, adjusted for household size, to be determined in accordance with the Housing Regulations.

2. DEVELOPMENT OF THE PROPERTY

2.1 Project. Owner shall develop, and during the Project Rental Period, operate and maintain, the Property as an eight (8) unit residential community, including the obligation to maintain the two (2) Affordable Units solely available for occupancy by Very Low Income Households.

2.2 Recording of Agreement. No later than ten (10) days after the Effective Date, Owner shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement. Upon the date of recording, the terms and conditions of this Agreement shall be binding upon and run with the Property and the Project. It is the express intent and agreement between the Parties that this Agreement shall remain binding and enforceable against the Property, the Project, and the Units to ensure compliance with the State Density Bonus Law.

2.3 Total Number of Units. The Project shall have eight (8) Units, to be rented, occupied, operated, and maintained pursuant to the terms and conditions of this Agreement. Owner expressly understands and agrees that the State Density Bonus Law at the time of this Agreement allows up to a fifty-percent (50%) increase in the number of the five (5) base Units (the "Base Units") because Owner agrees to restrict fifteen percent (15%) of the Base Units for occupancy by Very Low Income Households. Owner, however, understands and agrees that Owner has been granted the right to construct three (3) additional units (the "Density Bonus Unit") on the Property.

2.4 Market Rate Units. The Project shall have no more than six (6) Market Rate Units.

2.5 Affordable Units. The Project shall have no less than two (2) Affordable Units pursuant to the terms and conditions of this Agreement. The square footage for the Affordable Units shall be approximately the same as indicated on the approved project plans.

2.6 Minimum Development Standards For Affordable Units. The Affordable Units shall be constructed with the same exterior appearance and interior features, fixtures, and amenities, and shall use the same type and quality of materials as provided for the balance of the Units in the Project.

2.7 Compliance with Laws. Owner at its sole cost and expense shall secure or cause to be secured any and all permits that may be required by City or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project.

Upon securing any and all permits, Owner shall carry out and perform the development, 8 operation, and maintenance of the Project in conformity with all applicable federal, state, and local laws and regulations, and all conditions of approval issued by the City Council for the Project.

2.8 Relocation Prior to Development of Project. If relocation is required prior to the completion of development of the Project, Owner shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs as may be required to comply with applicable federal and state laws and regulations. Owner shall indemnify, defend (with counsel of City's choosing) and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party for relocation assistance, benefits and costs prior to the completion of the development of the Project.

2.9 Mechanic’s Liens: Indemnification. Owner shall take all actions reasonably necessary to prevent and remove any mechanic's liens or other similar liens (including design professional liens) against the Property or Project, or any part thereof, by reason of work, labor, services, or materials supplied or claimed to have been supplied to Owner or anyone holding the Property or Project, or any part thereof, through or under Owner.

Upon request by the City, Owner shall provide to the City updated information from Owner's title insurer. City hereby reserves all rights to post notices of non-responsibility and any other notices as may be appropriate upon a filing of a mechanic's lien. Owner shall indemnify, defend (with counsel of City's choosing and the consent of Owner, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Owner's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party by reason of a mechanic's lien or work, -labor, services, or materials supplied or claimed to have been supplied to Owner or anyone holding the Property or Project, or any part thereof, through or under Owner.

2.10 Insurance. Commencing as of the Effective Date and continuing until expiration of the Project Rental Period, Owner shall procure and keep in full force and effect or cause to be procured and kept in full force and effect for the mutual benefit of Owner and City, and shall provide City evidence reasonably acceptable to City, of insurance policies meeting the minimum requirements set forth in this Section 2.10:

2.10.1 Commercial General Liability Insurance. Commercial General Liability insurance with respect to the Property and the operations of or on behalf of Owner, in an amount not less than Two Million Dollars ($2,000,000.00) per occurrence combined single limit including products, completed operations, contractual, bodily injury, personal injury, death and property damage liability, subject to such increases in amount as City may reasonably require from time to time; provided, that the percentage increase in coverage shall not be required to exceed the percentage increase in the Consumer Price Index published by the United States Department of Labor, Bureau of Labor Statistics, for Urban Wage Earners and Clerical Workers, Los Angeles-Long Beach- Anaheim Average, All Items (1984 = 100) (the "Index"), from and after the date of this Agreement, or, if said Index is 9 discontinued, such official index as may then be in existence and which is most nearly equivalent to said Index (the "CPI Adjustment'). Unless otherwise approved in advance by the City, the insurance to be provided by Owner may provide for a deductible or self-insured retention of not more than Ten Thousand Dollars ($10,000.00), with such maximum amount to increase at the same rate as the periodic increases in the minimum amount of total insurance coverage set forth above. City and its officers, officials, employees, volunteers, agents, and representatives shall be named as additional insureds under such policy or policies.

2.10.2 All-Risk Property Insurance. With respect to the improvements and any fixtures and furnishings to be owned or leased by Owner on the Property, all risk property insurance against fire, vandalism, and malicious mischief, and such other additional perils, hazards, and risks as now are or may be included in the standard "all risk" form in general use in Orange County, California, with the standard form fire insurance coverage in an amount equal to full actual replacement cost thereof, as the same may change from time to time. The above insurance policy or policies shall include coverage for earthquakes to the extent generally and commercially available at commercially reasonable rates, if such insurance is generally obtained for rental apartment projects of this size and type in Orange County, California. City shall be a loss payee under such policy or policies and such insurance shall contain a replacement cost endorsement.

2.10.3 Business Automobile Liability Insurance. Business Automobile Liability Insurance, including coverage for owned, hired and non-owned automobiles in a form at least as broad as ISO Form #CA 0001 6/92, with a limit of not less than One Million Dollars ($1,000,000) each accident.

2.10.4 .Workers' Compensation and Employer's Liability. Workers' Compensation Insurance as required by the State of California and Employer' Liability Insurance with limits of not less than One Million Dollars ($1,000,000) each accident.

2.10.5 General Insurance Requirements. A copy of each paid-up policy evidencing such insurance (appropriately authenticated by the insurer) or a certificate of the insurer, certifying that such policy has been issued, providing the coverage required herein, and containing the provisions specified herein, shall be delivered to City within five (5) days after the date of this Agreement, and thereafter, upon renewals, not less than thirty (30) days prior to the expiration of coverage. City may, at any time, and from time to time, inspect and/or copy any and all insurance policies required to be procured by Owner hereunder. In no event shall the limits of any policy be considered as limiting the liability of Owner hereunder. In addition to the requirements set forth in this Section 2.10, each insurance policy required to be carried by Owner pursuant to this Agreement:
a) shall be primary insurance and not contributory with any other insurance which City or its officers, officials, members, employees, volunteers, agents, or representatives may have;
10 b) shall contain no special limitations on the scope of protection afforded to City or its officers, officials, members, employees, volunteers, agents, and representatives;
c) shall be "per occurrence" rather than "claims made" insurance; d) shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability; e) shall provide that the policy will not be cancelled by the insurer or Owner unless there is a minimum of thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested to City; f) shall be written by a California licensed insurer with a Best rating of not less than A:VII;
g) shall be endorsed to state that any failure to comply with the reporting provisions of the policies shall not affect coverage provided to City and its officers, officials, members, employees, volunteers, agents, and representatives; and
h) shall contain a waiver by the insurer of any right to subrogation against City, and its officers, officials, members, employees, volunteer and agents, which arises or might arise by reason of any payment under such policy or policies or by reason of any act or omission of City or its officers, officials, members, employees, agents, or representatives.

3. OWNERSHIP AND OPERATION OF THE PROJECT BY OWNER. Upon completion of construction of the Project and receipt by Owner of all required permits for the occupancy of the Units, Owner shall rent or cause to be rented for the Project Rental Period the Units in accordance with terms and conditions set forth in this Section 3, which provides among other terms and conditions for the two (2) Affordable Units to be rented at Affordable Rent and used and occupied (or available for use and occupancy) by Very Low Income Households.

3.1 Use of Affordable Units During Project Rental Period. The Affordable Units shall not at any time be utilized on a transient basis or rented for a period of less than thirty (30) consecutive days, nor shall they be used as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, nursing home, hospital, sanitarium, rest home day care facilities, or non-residential uses; provided that the use of the Affordable Units for guests on an intermittent basis shall not be considered transient use for purposes of this Agreement. All of the Affordable Units shall be available for rental on a continuous basis to members of the general public, and Owner shall not give preference to any particular class or group in renting the Affordable Units, except to the extent that Affordable Units are required to be rented to Very Low Income Households. A vacated Affordable Unit shall 11 be held vacant until re-leased to a Very Low Income Household. Owner shall exercise diligent efforts to lease any such vacated Affordable Unit to a Very Low Income Household in an expeditious manner.

3.2 Income Eligibility: Certification. The Affordable Units are to be rented to and occupied only by Very Low Income Households. Immediately prior to any occupancy of an Affordable Unit, Owner shall obtain from each applicant for the Affordable Unit and maintain on file an Income Computation and Certification Form, certifying the income of the applicant based upon the current income of each member of the Household. The Income Computation and Certification Form shall be dated immediately prior to the date of initial occupancy of the Affordable Unit by the applicant. Owner shall use diligent efforts to verify that the income provided by an applicant is reasonably complete by obtaining the following as a part of the verification process: (a) two (2) pay stubs for the most recent pay periods; (b) copies of the federal and state income tax returns if filed by the applicant for the prior two (2) calendar years; (c) a written verification of income and employment from the applicant's current employer if the applicant is employed; (d) an income verification form from the Social Security Administration and/or California Department of Social Services if the applicant receives assistance from either agency; (e) a certification as to the income and household size of the applicant; (f) if an applicant is unemployed or did not file an income tax return for the previous calendar year, such other information as reasonably necessary to verify the applicant's income; and (g) any other information that City may reasonable require to verify the income of the proposed tenant. Owner shall maintain on file a copy of each Income Computation and Certification Form along with the information obtained to verify the applicant's income for a period of five (5) years. Owner shall provide such information to City upon request by City. An Affordable Unit occupied by a tenant who qualifies as a Very Low Income Household at the commencement of the occupancy shall be treated as occupied by a Very Low Income Household until a recertification of such Very Low Income Household's income demonstrates that such tenant no longer qualifies as a Very Low Income Household, as further set forth in Section

3.3 below.

3.3 Recertification. Annually, during the Project Rental Period, on or before the anniversary of the move-in date for each Very Low Income Household with respect to an Affordable Unit, Owner shall recertify the income of each Very Low Income Household by obtaining a completed Income Recertification Form (Exhibit D and E) based upon the current income of each member of the Household of the Affordable Unit. Upon annual recertification, if an Eligible Tenant has become ineligible, Owner shall allow such ineligible tenant to occupy the Affordable Unit for a period of six (6) months (“Grace Period”). During the Grace Period, the rent shall not increase. If the ineligible tenant becomes an eligible Very Low Income Household upon recertification during the Grace Period, Owner shall continue to rent the Affordable Unit to the eligible Very Low Income Household. If after the Grace Period the tenant remains ineligible, the ineligible tenant’s lease shall not be renewed, and such tenant shall be required to vacate the Affordable Unit. In such event, Owner shall notify the City in writing of such occurrence, and shall inform City of its plans for removing the tenant to vacate the Affordable Unit. 12 3.4 Selection of Tenants. The Affordable Units shall be available for rental on a continuous basis and Owner shall not give preference to any particular class or group in renting Affordable Units, except to the extent that Affordable Units are required to be rented to Very Low Income Households. Owner shall maintain a list of persons who have applied for an Affordable Unit and, should multiple tenants be equally eligible (as to income, credit history, and other nondiscriminatory criteria) and qualified to rent an Affordable Unit, Owner shall rent available Affordable Units to Very Low Income Households on a first-come, first-served basis or pursuant to a lottery system. Owner shall use commercially reasonable efforts to lease Affordable Units that become available as quickly as possible. Owner shall market the Affordable Units to the citizens of the City of Cypress on a nonexclusive basis.

3.5 Affordable Rent. The rent for the Affordable Units shall not exceed Affordable Rent.

3.6 Occupancy Levels. The number of persons permitted to occupy each Affordable Unit shall not exceed the occupancy permitted pursuant to the requirements of the United States Department of Housing and Urban Development which, as of the Effective Date, is two persons per bedroom, plus one person (e.g., for a studio unit the maximum number of persons residing in the unit can be three persons). The lease for each Affordable Unit shall include a provision limiting the number of persons permitted to occupy each Affordable Unit in accordance with the preceding sentence and Owner shall enforce such occupancy restrictions.

3.7 Principal Residence. The lease for each Affordable Unit shall provide that the Affordable Unit shall be used as the principal residence of the Affordable Unit's Very Low Income Household and for no other purpose. The lease shall further provide that the Very Low Income Household shall not lease or sublease its Affordable Unit or its right of occupancy. Owner shall enforce such restrictions.

3.8 Rental Agreement. The form of the lease used by Owner for the rental of the Affordable Units shall be approved in advance by City. Once approved, no material changes shall be made to the form of the lease to the total rent to be paid by a Very Low Income Household, subject to periodic adjustments in Affordable Rent as authorized pursuant to Health and Safety Code Section 50053, the qualification of Very Low Income Households, usage of the Affordable Unit, or any other provision that is required to be included in the form lease pursuant to the terms of this Agreement, without City's prior written consent, which shall not be unreasonably withheld. The form lease shall obligate the Very Low Income Households to comply with the provisions set forth in this Agreement that are applicable to Very Low Income Households, and a Very Low Income Household who violates such requirements shall be in default under the lease and, if requested by City, Owner shall take necessary action to evict the tenant. Each lease entered into with a Very Low Income Household shall include a provision to the effect that the Owner has relied on the information provided by the Very Low Income Household on the Income Computation and Certification Form and all other supporting information supplied by the Very Low Income Household in determining qualification for occupancy of the applicable Affordable Unit, and that any material misstatement in such certification (whether or not 13 intentional) will be cause for immediate termination of such lease. Each lease for an Affordable Unit (or addendum thereto) also shall contain a provision that failure to cooperate with the annual recertification process may disqualify the Very Low Income Household as such and will be cause for immediate termination of such lease. In addition, each lease for an Affordable Unit (or addendum thereto) shall contain a provision requiring the Very Low Income Household to waive any right to relocation assistance from City. Any termination shall be subject to fair housing laws and other laws designed to protect the rights of tenants.

3.9 Records and Reports: Inspection. Owner shall maintain complete and accurate records pertaining to the Affordable Units and the matters pertaining to this Agreement for a period of no less than five (5) years (unless a longer period of time is expressly set forth herein), and shall permit any duly authorized representative of City to inspect the books and records of Owner pertaining to the tenants and rents of the Affordable Units.

3.10 Leasing Forms and Marketing Plan. Prior to the commencement of leasing activities for the Project, the Owner shall submit leasing forms and a marketing plan for the advertising and selection of tenants of the Affordable Units to the City's Planning Director, or designee, for review and approval.

3.11 Repair and Maintenance of Property. Owner shall maintain or cause to be maintained the Property and all improvements on the Property, including the Affordable Units, in good serviceable condition and repair (and, as to landscaping, in a healthy condition) and in accordance with all applicable laws, rules, ordinances, orders, and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having jurisdiction. City places prime importance on quality maintenance to ensure that affordable housing projects within the City of Cypress are not allowed to deteriorate due to substandard maintenance. Owner shall make all repairs and replacements necessary to keep the improvements in good serviceable condition and repair and shall promptly eliminate all graffiti and any accumulation of debris or waste material and replace dead and diseased plants and landscaping with comparable approved materials.

In the event that Owner breaches any of the covenants contained in this Section 3.11, and such default continues for a period of five (5) days after written notice from City (with respect to landscaping, graffiti, debris, waste material, and general maintenance) or thirty (30) days after written notice from City (with respect to building improvements) (provided, that if such building improvement default cannot reasonably be cured within such thirty (30) day period, such period shall be extended for the time reasonably necessary to cure the default if Owner commences to cure within said thirty (30) day period and diligently prosecutes such cure to completion) then City in addition to whatever other remedy it may have at law or in equity, shall have the right to enter upon the Property and perform or cause to be performed all such acts and work necessary to cure the default. Pursuant to such right of entry, City shall be permitted (but is not required) to enter upon the Property and perform all acts and work necessary to protect, maintain, and preserve the improvements and landscaped areas on the Property, and to attach a lien on the Property, or to assess the Property, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by City and/or costs of such cure, 14 including a ten percent (10%) administrative charge, which amount shall be promptly paid by Owner to City upon demand.

3.12 Management. Owner shall manage or cause to be managed the Project in accordance with this Agreement and the standards and practices of prudent and qualified managers that manage properties similar to the Property. Owner may contract with a management company or manager to operate the Project and maintain the Property ("Property Manager"); provided, however, that in the event of "Gross Mismanagement" (as that term is defined below), City shall have the authority to require that such Gross Mismanagement cease immediately, and further to require the immediate replacement of the Property Manager, whether that Property Manager is Owner or a third party. The replacement Property Manager shall be required to operate and maintain the Property in accordance with the terms of this Agreement and the standards and practices of prudent and qualified managers that manage properties similar to the Property. In the event of such a replacement, the costs to retain the replacement Property Manager shall be the responsibility of Owner. For purposes of this Agreement the term "Gross Mismanagement" shall mean management of the Project in a manner which materially violates the terms of this Agreement and shall include, but is not limited to, the following:
a) knowingly allowing an Affordable Unit to be occupied by a person who does not qualify as a Very Low Income Household or renting an Affordable Unit for more than the Affordable Rent;
b) knowingly allowing the prescribed occupancy levels to be exceeded without taking immediate action to stop such overcrowding;
c) failure to maintain the Property in the manner prescribed in Section 3.11 after notice and an opportunity to cure, as set forth in said Section 4.1; d) failure to timely submit reports required under this Agreement after notice, and an opportunity to cure, as set forth in Section 4.1; and
e) failure to reasonably cooperate with law enforcement in maintaining a crime free environment on the Property after notice and an opportunity to cure, as set forth in Section 4.1.

3.13 Certification of Continuing Program Compliance. During the term of this Agreement, on or before each June 1, Owner shall annually advise City of the status of the occupancy of the Affordable Units during the immediately prior April 1 - March 31 period. Owner shall advise City of the status of the occupancy of the Affordable Units by delivering a Certification of Continuing Program Compliance in a form attached hereto and incorporated herein as Exhibit "E" which shall provide, among other information: (a) whether the Affordable Units in the Project have been rented to and are occupied by Very Low Income Households, and (b) whether either (i) no unremedied default has occurred under this Agreement, or (ii) a default has occurred, in which event the Certification of Continuing Program Compliance shall describe the nature of the default and set forth the measures being taken by the Owner to remedy such default. Owner shall have the obligation to conduct a reasonable investigation of the Affordable Units to ensure the 15 information in the Certification of Continuing Program Compliance, to the best of Owner's knowledge, is true and correct.

3.14 Compliance with Laws: Right to Inspect. Owner shall comply with all applicable laws, regulations, and rules of any governmental agencies having jurisdiction with regard to any activities conducted on the Property and the Project. City, with written notice at least ten (10) days in advance shall have the right at no cost, to enter the Property and the Affordable Units for purposes of assuring compliance with this Agreement during normal business hours.

4. DEFAULT AND TERMINATION: INDEMNIFICATION

4.1 Default. Failure or delay by any Party to perform any term or provision of this Agreement which is not cured within thirty (30) days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein) constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an additional ninety (90) days following the conclusion of such thirty (30) day period (for a total of one hundred twenty (120) days).

Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default.

4.2 Rights and Remedies Cumulative. 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.

4.3 Indemnification. In addition to any other indemnity specifically provided in this Agreement, Owner shall defend (with counsel of City's choosing),indemnify and hold harmless City and its respective officers, officials, agents, members, employees, representatives, and volunteers (collectively, "lndemnitees") from and against any loss, liability, claim, or judgment relating in any manner to this Agreement, except to the extent caused by the active negligence or willful misconduct of lndemnitees.

5. ASSIGNMENT

5.1 Assignment By Owner.

5.1.1 Prohibited Transfers or Assignments. The qualifications and identity of Owner are of particular concern to City. It is because of those qualifications and identity that City has entered into this Agreement. Accordingly, except as authorized in Section 5.1.2 below, Owner shall not sell, transfer, or assign the Property or Project in whole or in part, or transfer or assign Owner's rights and obligations in this Agreement, without City's prior written approval, which shall not be unreasonably withheld. In considering whether to grant its approval of any 16 proposed transfer or assignment by Owner of its interest in the Property, Project, or this Agreement, City shall consider factors such as the financial strength and capacity of the proposed transferee or assignee to perform Owner's obligations in this Agreement, and the proposed transferee's or assignee's experience and expertise in the planning, financing, development, and operation of similar projects.

5.1.2 Permitted Assignment and Transfer by Owner. Notwithstanding the provisions in Section 5.1.1 above, Owner shall have the right to sell, transfer or assign the Property and Project in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410, et seq.), and transfer or assign Owner's rights and obligations in this Agreement, without prior City approval to any person, partnership, joint venture, firm or corporation that, at the time of said sale, transfer, or assignment: (a) has the financial capability to develop (if development has not yet been completed) and operate the Project; and (b) has experience and expertise in the financing and operation of projects that include affordable housing restrictions; and (c) has experience and expertise in the planning,development, or management of projects similar to the Project (provided this requirement in clause (c) shall not be considered if at the time of said sale, transfer, or assignment, construction for the Project has been completed); and (d) has not filed for bankruptcy or protection from creditors, is not in bankruptcy (either voluntary or involuntary), is not subject to receivership, is not insolvent, and/or is not subject to liquidation or dissolution, pursuant to the Bankruptcy Reform Act or any other federal or state law relating to bankruptcy, insolvency, or relief from creditors. Owner shall have the obligation to perform such acts necessary to verify that a proposed sale, transfer, or assignment by Owner will comply with clauses (a)-(d) above, and City shall have the right to independently verify said compliance. Additionally, and notwithstanding the provisions in Section 5.1.1 above, Owner shall not be required to obtain City's prior written approval for each individual lease entered into between Owner and a tenant of a Unit during the Project Rental Period (so long as Owner complies with the terms and conditions of this Agreement and City has approved the form of the lease for Affordable Units). Except for any rental lease entered into between Owner and a tenant of a Unit during the Project Rental Period pursuant to the terms and conditions of this Agreement, Owner shall: (i) notify City in writing of the sale, transfer, or assignment of all or any portion of the Property, and (ii) deliver to City an assignment and assumption agreement (or other agreement) executed by Owner and its transferee/assignee pursuant to which Owner's transferee/assignee assumes all of Owner's covenants and obligations set forth herein with respect to the Property or the portion thereof so transferred.

5.1.3 Release of Assigning Owner. Upon any sale, transfer or assignment that complies with the provisions of Section 5.1.1 or 5.1.2 above, City shall deliver to Owner upon request a release in writing by City, which release shall be provided by City upon the full satisfaction by Owner of the following conditions:
a) Owner no longer has a legal or equitable interest in all or any part of the Property or Project assigned.
17 b) Owner is not then in default under this Agreement. c) Owner has provided City with written evidence of the assignment and assumption of the rights, duties and obligations arising under or from this Agreement.

5.1.4 Subsequent Assignment. As used in this Agreement, the term "Owner'' shall be deemed to include any such transferee or assignee after the date such transfer or assignment occurs in compliance with this Agreement.

5.1.5 Unpermitted Assignments Void. Any sale, transfer, or assignment made in violation of this Agreement shall be null and void, and City shall have the right to pursue any right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers, or assignments.

5.2 Assignment by City. City shall have the right to assign in its sole and absolute discretion all or any part of its interests in this Agreement without Owner's approval. City shall provide notice to Owner of any such assignment.

5.3 Covenants Run with the Land. The Property shall be held, sold, conveyed, hypothecated, encumbered, used, occupied and improved subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall run with the Property and shall be binding upon Owner and all persons having any right, title or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of City, without regard to whether City is or remains an owner of any land or interest therein to which such covenants relate. However, all such covenants and restrictions shall be deemed to run in favor of all real property owned by City which real property shall be deemed the benefited property of such covenants and this Agreement shall create equitable servitudes and covenants appurtenant to all real property owned by City and running with the Property in accordance with the provisions of Civil Code Section 1468.

Furthermore, all of the covenants, conditions, and restrictions contained herein shall also constitute easements in gross running in favor of City. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Owner hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and that the Owner's interest in the Property is rendered less valuable thereby. Owner hereby further declares its understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of City and by furthering the health, safety, and 18 welfare of the residents of City. Owner hereby further declares its understanding that the covenants set forth in this Agreement are required by the State Density Bonus Law to run with the land and the Property and Project for the duration of the term.

6. MISCELLANEOUS

6.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue until the expiration of the Project Rental Period.

6.2 Notices.

6.2.1 Delivery. As used in this Agreement, "notice"' includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with a known and reliable next-day document delivery service (such as Federal Express), charges prepaid and delivery scheduled next-day to the recipient named below, provided that the sending party receives a confirmation of delivery from the delivery service provider.

All notices shall be addressed as follows:

TO CITY: City of Cypress
5275 Orange Avenue
Cypress, CA 90630
Attn: Community Development Department
With a copy to: Aleshire & Wynder
1 Park Plaza Ste:1000
Irvine, CA 92614
Attn: Fred Galante
TO OWNER: 8561 Belmont LLC
8561 Belmont Street
Cypress, CA 90630
Attn: Patrick Labib

6.2.2 Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 19 6.3 Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.

6.4 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement.

6.5 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the internal laws of the State of California without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof.

6.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

6.7 Singular and Plural. As used herein, the singular of any word includes the plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the other as context so dictates.

6.8 Joint and Several Obligations. If at any time during the term of this Agreement the Property and/or Project is owned, in whole or in part, by more than one Owner, all obligations of such Owner under this Agreement shall be joint and several, and the default of any such Owner shall be the default of all such Owners.

6.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

6.10 Days. Unless otherwise specified in this Agreement or any Exhibit attached hereto, use of the term "days" shall mean calendar days. For purposes of this Agreement and all Exhibits attached hereto, "business days" shall mean every day of the week that City Hall of the City is open for business to the general public.

6.11 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter.
20 6.12 Third Party Beneficiaries. No person or entity, other than City and Owner, shall have any right of action based upon any provision of this Agreement.

6.13 Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's control (including the Party's employment force), court actions (such as restraining orders or injunctions), government regulations or other causes beyond the Party's control. If any such events shall occur, the term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance.

6.14 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party.

6.15 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and, (c) is binding upon each Party and each successor in interest during ownership of the Property or any portion thereof.

6.16 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, or any other court in that County, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court.

6.17 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Owner is that of a government entity regulating the development of private property and the Owner of such property.

6.18 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably 21 necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City.

6.19 Estoppel Certificate. Within thirty (30) business days following a written request by any of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification except as may be represented by the requesting Party and that there are no uncured defaults in the performance of the requesting Party except as may be represented by the requesting Party. The preparation and issuance of estoppel certificates under this Section

6.19 shall be at no expense to City.

6.20 Subordination. City's approval of the necessary land use entitlements that authorize Owner to develop, operate, and maintain the Project was based upon Owner's obligation to provide two (2) Affordable Units pursuant to the State Density Bonus Law and the terms and conditions of this Agreement. For the Project Rental Period, this Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof.

6.21 Attorneys' Fees and Costs. If either Party to this Agreement commences an action against the other Party to this Agreement arising out of or in connection with • this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing Party.

6.22 Authority to Execute. The person or persons executing this Agreement on behalf of either Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their agency, corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder.

6.23 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument.
[SIGNATURES ON NEXT PAGE]
22 23
IN WITNESS WHEREOF, City and Buyer have executed this Agreement as of the date first hereinabove written.
“City”

CITY OF CYPRESS,
a California municipal corporation
By: ______________________________
Peter Grant, City Manager
ATTEST:

By:

Alisha Farnell, City Clerk

APPROVED AS TO FORM

ALESHIRE & WYNDER, LLP
By:

Fred Galante
City Attorney
“Owner”
8561 Belmont, LLC
By: ______________________________
Patrick Labib
By: ______________________________
Michael Labib
By: ______________________________
Jessica Grace
24 EXHIBIT "A"
Legal Description of the Property

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Lot 11 of Block A, Tract 489, in the City of Cypress, County of Orange. State of California, as recorded in Book 18, Page 6, of Miscellaneous Records, in the Office of the County Recorder of said County.

APN: 262-311-09
25 EXHIBIT B"
Site Plan
Site Plan
26 EXHIBIT C"
Tenant Certification and Income Verification
[See Attached]
27 CITY OF CYPRESS
5275 Orange Avenue
Cypress, California 90630

INCOME COMPUTATION AND CERTIFICATION FORM
(Affordable Housing Eligibility for Renter Occupied Unit) PART I. PROPERTY FINANCED WITH GOVERNMENT ASSISTANCE
Property Address:_____________________________________________________________________ PART II. TENANT HOUSEHOLD INFORMATION
TOTAL NUMBER OF PERSONS IN HOUSEHOLD: ______ (Please list information on other household members below)
Name Date of Birth Soc. Sec. # Relationship
Mailing Address: _______________________________
Telephone Numbers: Work (____) _________
Mobile (____) ________________
PART III. GROSS HOUSEHOLD INCOME Complete the following, attach copies of required verification as specified below. Attach a note explaining any significant changes in household income between the previous year and the current year. INFORMATION IS REQUIRED FOR ALL MEMBERS OF THE HOUSEHOLD AGE 18 OR OLDER REGARDLESS OF WHETHER THEY CONTRIBUTE TO THE COSTS OF THE HOUSEHOLD. If you are not required to file a tax return, please indicate this in Part V by your signature.

ANN INCOME ANN INCOME
INCOME SOURCES for owner others in
household
VERIFICATIONS (needed for file)
A. Employment earnings Last tax return & last 3 pay stubs, employer verification
B. Self-employment earnings Last 2 tax returns & current financial stmt
C. Social Security (OASDI) Annual award letter
D. Supplemental Security Income
(SSI)
Annual award letter
E. Public assistance (AFDC, general Current benefit statement assistance, unemployment, etc.)
F. Pension (s) Annual award letter, yearend stmt,
W-2
G. Interest income Last 2 statements for all accounts
H. Investment income (stocks, bonds, Last 2 statements for all accounts real estate, etc.)
I. Room rental Rental agreement, copies of
28 checks, etc.

J. Other income (list type/source)
K. TOTAL INCOME (sum of A thru J) / 12 months = ____________ mo. income
PART IV. PROPERTY STATUS
Will this property be your primary residence? ______
Will someone other than the individuals listed above be occupying this property? ______ If yes - Name of occupants: _____________________________________________________________ Telephone Number: _______________ Mailing Address: ____________________________________ ____________________________________________________________________________________ My/our housing expenses are as follows:

1. Monthly tenant rent___________________________

2. Average monthly utilities ______________________
PART V. TENANT CERTIFICATION
I/We understand that after the initial eligibility determination, completion of monitoring forms is required on an annual basis. I/We certify that I/we have disclosed all information pertaining to my/our application and that the information presented in the foregoing Sections I through IV is true and accurate to the best of my (our) knowledge.
______________________________________ ______________________________________ Tenant Date Tenant Date
For more information regarding this application, please contact management staff at (714) 229-6720. --------------------------------------------------------------------------------------------------------------------------------------------

FOR OFFICE USE ONLY
______ Information verified
______ Income category
______ Maximum allowable annual income (_____% of median) ______ Applicant’s annual income __________ gross monthly __________ max housing costs Comments: _________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ Management Staff Date
29 EXHIBIT D"
Income Recertification Form
[See Attached]
30 CITY OF CYPRESS

TENANT INCOME RECERTIFICATION FORM
PART I. GENERAL INFORMATION

1. Project Name
____________________________________________________________________

2. Project Location
____________________________________________________________________

3. Landlord's Name
____________________________________________________________________ PART II. UNIT INFORMATION

4. Unit Number: ______ 5. Number of Bedrooms: _______

6. Monthly Rent $_______ 7. Number of Occupants: _______ PART III. AFFIDAVIT OF RENTER
I, _______________________________, and I, _______________________________, as applicant(s) for rental of an Affordable Unit in the above-described Project, do hereby represent and warrant as follows:

A. (My/Our) adjusted income (anticipated total annual income) does not exceed the very-low income level threshold which is currently 50 percent (50%) of the area-wide median income adjusted for family size for the County of Orange as such income levels are established and amended from time to time pursuant to Section 8 of the United States Housing Act of 1937 and published by the State Department of Housing and Community Development in the California Administrative Code. (I/We) understand that the applicable median income is $ _________. The following computation includes all income (I/we) anticipate receiving for the twelve (12) month period beginning on the date (I/we) execute a rental agreement for an Affordable Unit or the date on which (I/we) will initially occupy such unit, whichever is earlier. 31 For the renter and all family members, include:

Note: The following items are not considered income: casual or sporadic gifts; amounts specifically for or in reimbursement of medical expenses; lump sum payment such as inheritances, insurance payments, capital gains and settlement for personal or property losses; educational scholarships paid directly to the student or education institution; government benefits to a veteran for education; special pay to a servicemen head of family away from home and under hostile fire; foster child care payments; value of coupon allotments for purpose of food under Food Stamp Act of 1964 which is in excess of amount actually

1. Amount of wages, salaries, overtime pay, commission, fees, tips and bonuses, and payments in lieu of
earnings, such as unemployment and disability
compensation, workers' compensation and severance
pay (before payroll deductions); $____________

2. Net income from business or profession or rental of
property (without deduction for repayment of debts or
expansion of business); $____________

3. Interest and dividends; $____________

4. Periodic receipts such as social security, annuities, pensions, retirement funds, insurance policies, disability or death benefits, alimony, child support, regular
contributions or gifts from persons not occupying the
unit; $____________

5. Public assistance allowance or grant plus excess of
maximum allowable for shelter or utilities over the actual allowance for such purposes; $____________

6. Regular or special pay and allowances of a member of armed services (whether or not living in the dwelling)
who is head of the family or spouse. $____________
Total Eligible Income: $____________
32 charged the eligible household; relocation payments under Title II of Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; payments received pursuant to participation in the following programs: VISTA, Service Learning Programs, and Special Volunteer Programs, SCORE, ACE, Retired Senior Volunteer Program, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience.

B. This affidavit is made with the knowledge that it will be relied upon by the Landlord to determine maximum income for eligibility and (I/we) deem reliable and that the estimate contained in paragraph 1 is reasonable and based upon such investigation as the undersigned deemed necessary.

C. (I/We) will assist the Landlord in obtaining any information or documents required to verify the statements made in this Part III and have attached hereto copies of federal income tax returns for the past two years.

D. (I/We) acknowledge that (I/we) have been advised that the making of any misrepresentation or misstatement in this affidavit will constitute a material breach of (my/our) agreement with the Landlord to rent the unit and will additionally enable the landlord to initiate and pursue all applicable legal and equitable remedies with respect to the unit and to (me/us). (I/We) do hereby swear under penalty of perjury that the foregoing statements are true and correct.

Date: Renter(s):

Note: Certification is not complete unless third party verifications of all household sources of income are attached.
33 EXHIBIT "E"
Certificate of Continuing Program Compliance
[See Attached]
34 CITY OF CYPRESS

CERTIFICATION OF CONTINUING PROGRAM COMPLIANCE
The undersigned, being duly authorized to execute this certificate on behalf of 8561 Belmont LLC, a California limited liability company, owner of 8561 Belmont Street, Cypress, CA, hereby represents and warrants that:

1. He/she has read and is thoroughly familiar with the provisions of the Density Bonus Agreement (the ”Agreement”) dated ____________ by and between the City of Cypress, and 8561 Belmont LLC.

2. As of the date of this certificate, the following numbers of completed residential units in the Project are (1) occupied by Qualifying Tenants (as defined in the abovereferenced Density Bonus Agreement) or (2) are currently vacant and being held available for such occupancy and have been so held continuously since the date a Qualifying Tenant vacated such unit, as indicated:

Occupied by Qualifying Tenants: No. of Units __________ Vacant affordable units: No. of Units __________
By: _____________________________ Dated: ________________ Title: ____________________________________
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 5.

FROM: Nick Mangkalakiri, Acting Director of Public Works DATE: 01/27/2025
SUBJECT: Approve Plans and Specifications and Award a Contract for Traffic Signal Improvements at Valley View Street and Plaza Drive, Project 353

RECOMMENDATION

1. Approve plans and specifications for traffic signal Improvements at Valley View Street and Plaza Drive, Project 353; and

2. Award a contract to Yunex LLC for $79,875 and authorize a contingency of $12,000.

DISCUSSION
The Capital Improvement Program includes a project to modify the traffic signal at the intersection of Valley View Street and Plaza Drive. This project will install a new traffic signal pole and upgrade existing equipment with new signal heads, accessible pedestrian push buttons, traffic monitoring cameras, vehicle detection loops, safety light fixtures, and other items to improve the efficiency of the intersection. The improvements will be funded by Goodman North America as part of the conditions of approval for the project at 5757 Plaza Drive.

On December 4, 2024, the City received seven bids for the project with Yunex LLC as the low bidder. A summary of project award information is attached. Public Works will inspect the project.

BUDGET IMPACT
The estimated construction cost is $91,875 and sufficient amounts are budgeted in the Lighting District Fund for this project using the $150,000 Goodman North America contributed for signal improvements associated with the 5757 Plaza Drive development.

LEGAL REVIEW
None required.

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

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 6.

FROM: Nick Mangkalakiri, Acting Director of Public Works DATE: 01/27/2025
SUBJECT: Approve Contract Services Agreements and Task Order for On-Call Pavement Management Support and Design Services

RECOMMENDATION

1. Approve contract services agreements for on-call pavement management support and design services with Bucknam Infrastructure Group, Inc. and GMU Geotechnical, Inc.; and

2. Approve a Task Order to Bucknam Infrastructure Group, Inc. to prepare a Pavement Management Plan for $36,985, and authorize a contingency of $5,500.

DISCUSSION
On-Call Contract
The Orange County Transportation Authority (OCTA) requires all Orange County cities to evaluate the condition of its streets and adopt a biennial Pavement Management Plan (PMP) to remain eligible for Measure M2 funding.

In order to update and maintain the City’s PMP, Public Works solicited qualifications and proposals for on-call “as needed” pavement management support and design services.

A Request for Qualifications was sent to 10 consultants and three firms responded and were interviewed by Public Works. Based on the interviews, both Bucknam Infrastructure Group and GMU Geotechnical were ranked as the most qualified using a qualifications-based procedure. Public Works recommends awarding two on-call contracts to allow better flexibility when selecting PMP consultants.

On-call contracts provide the City with the knowledge and flexibility to implement and deliver projects as necessary. The City currently has on-call contracts for a variety of professional services including sewer, storm drain, traffic engineering, architectural design, construction management and inspection, and environmental services.

Both firms come highly recommended by other public agencies throughout Southern California, and have provided similar services to Cypress and several nearby cities including Anaheim, Irvine, Newport Beach, and Tustin.

The initial contract terms expire on June 30, 2027, with an option for three one-year extensions. Prior to starting any new service for a particular project, the selected firm will provide a scope of work, project schedule, and fee proposal for review and approval. For projects beyond the approval authority of the City Manager, a task order will be brought forward to the City Council for consideration and approval.

Task Order
The task order to prepare the updated PMP for 2025 is recommended to be awarded to Bucknam Infrastructure Group based on the firm's availability and project schedule. The updated PMP will ensure Public Works adequately manages the preservation, rehabilitation, and maintenance of roads and Cypress remains eligible for Measure M2 funding. The task order includes a survey and assessment of the City’s pavement network, an update to the City’s Pavement Condition Index (PCI), a seven-year maintenance plan, and associated maps. For future PMP updates, either on-call firm may be selected based on availability.

BUDGET IMPACT
The approval of any work associated with on-call contracts requires sufficient amounts be available in the budget. Sufficient amounts are budgeted in the Road Maintenance and Rehabilitation Account (RMRA) Gas Tax Fund under the arterial street rehabilitation program to complete the required biennial update to the Pavement Management Plan.

LEGAL REVIEW
The City Attorney has reviewed and approved the contracts as to form.

APPROVED BY: Peter Grant, City Manager
Attachments
Contract Agreement - Bucknam
Contract Agreement - GMU
Task Order - Bucknam
01004.0006/389802.1
-1-

AGREEMENT FOR ON-CALL PAVEMENT MANAGEMENT

AND DESIGN SERVICES

BY AND BETWEEN THE CITY OF CYPRESS AND
BUCKNAM INFRASTRUCTURE GROUP, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this 27th day of January, 2025 by and between the City of Cypress, a California municipal corporation (“City”) and BUCKNAM INFRASTRUCTURE GROUP, INC. a California Corporation (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

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

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

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

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

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

ARTICLE 1. SERVICES OF CONTRACTOR

1.1 Scope of Services.

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

As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest 01004.0006/389802.1
-2-
professional standards” shall mean those standards of practice recognized by one or more firstclass firms performing similar work under similar circumstances.

1.2 Contractor’s Proposal.

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

1.3 Compliance with Law.

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

1.4 Licenses, Permits, Fees and Assessments.

Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Work.

By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor’s risk until written instructions are received from the Contract Officer.

1.6 Care of Work.

The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.
01004.0006/389802.1
-3-

1.7 Further Responsibilities of Parties.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.8 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to Fifteen percent (15%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.9 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

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

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

2.3 Reimbursable Expenses.

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

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

2.4 Invoices.

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

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

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

2.5 Waiver.

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

3.1 Time of Essence.

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

3.2 Schedule of Performance.

Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

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

3.4 Term.

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

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
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(Name) (Title)

(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

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

4.2 Status of Contractor.

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

4.3 Contract Officer.

The Contract Officer shall be Public Works Director or such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer.

The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or 01004.0006/389802.1
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control of Contractor’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit.
(b) Worker’s Compensation Insurance. A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Contractor against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance 01004.0006/389802.1
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written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to the Contractor’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Contractor’s services or the termination of this Agreement.

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

5.2 General Insurance Requirements.

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

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

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

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

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

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

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

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

In the event the Contractor subcontracts any portion of the work in compliance with Section

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

5.3 Indemnification.

To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ 01004.0006/389802.1
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reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorney’s fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorney’s fees.

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

5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.
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ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

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

6.2 Reports.

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

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”), including any electronic documents and materials, prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City in a format of the City’s choice upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor 01004.0006/389802.1
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shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District 01004.0006/389802.1
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Court, venue shall lie exclusively in the Central District of California, in the County of Orange, State of California.

7.2 Disputes; Default.

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

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

7.3 Retention of Funds.

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

7.4 Waiver.

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

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

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

7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party 01004.0006/389802.1
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of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Contractor shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon written notice to Contractor. In addition, the Contractor may terminate this Agreement for cause, upon sixty (60) days’ advance written notice to City. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer.

Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section

7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Contractor.

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

7.9 Attorney’s Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs 01004.0006/389802.1
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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.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

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

8.3 Covenant Against Discrimination.

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

8.4 Unauthorized Aliens.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorney’s fees, incurred by City. 01004.0006/389802.1
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ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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

9.2 Interpretation.

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

9.3 Counterparts.

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

9.4 Integration; Amendment.

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

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 01004.0006/389802.1
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9.6 Warranty & Representation of Non-Collusion.

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

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

Contractor’s Authorized Initials _______

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
01004.0006/389802.1 -18-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Cypress, a municipal corporation
____________________________________
David Burke, Mayor
ATTEST:
____________________________________
Alisha Farnell, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
____________________________________
Fred Galante, City Attorney
CONTRACTOR:

______________________________________
______________________________________
By:
___________________________________
Name:

Title:

By:
___________________________________
Name:

Title:

Address: ______________________________
______________________________
______________________________
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. 01004.0006/389802.1 A-1
EXHIBIT “A”

SCOPE OF SERVICES

1. Contractor shall provide On-Call Professional Pavement Management Support and Design Services on an as-needed Task Order Not-to-Exceed basis, to the City of Cypress, including, but not limited to, the following specific services:
a. Pavement Management Support – Pavement management support services required include, but shall not be limited to, the following: pavement management, contract administration, project meetings and progress reports, quality assurance and quality control, pavement condition surveys, preparation and submittal of a Pavement Management Plan (PMP), pavement analysis and reporting, compliance with Orange County Transportation Authority (OCTA) requirements, forecast maintenance and rehabilitation schedule, budget reports, GIS mapping, and other related services.
b. Pavement Design – Pavement design services required include, but shall not be limited to, the following: general field exploration, subgrade investigation and sampling, soil laboratory testing, engineering evaluation, value engineering, computer-aided drafting, review of “as-built” drawings, pavement design and repair recommendations, preparation of reports, plans and/or specifications by a licensed Professional and/or Geotechnical Engineer, cost estimates, and other related services.

2. General Requirements for Scope of Services:
a. Letter of Authority – Prior to the issuance of any task orders under this Agreement, Contractor shall submit a written letter identifying the key personnel authorized to initiate and submit proposals on the Contractor’s behalf. b. Task Orders – Prior to starting any work, Contractor shall submit a proposed, detailed Task Order scope of services, fee proposal, schedule, and overall project estimate, to the Contract Officer for approval. Task Order shall include all rates and costs for any sub-contractor performing any work related to the subject Task Order.

No work shall begin until written approval from the Engineering Division has been received. Scope of Services and number of hours for each Task shall be upon mutual agreement by the City and the Contractor.
c. Invoices – The Contractor shall submit invoice monthly and in no case shall invoice be submitted more than once per month. A copy of the accounts payable schedule is available from the Contract Officer. The invoice will be in a format that is acceptable to Contract Officer and shall detail individual personnel who worked on the project, specific tasks performed, hours worked, billing rate, total costs, and previous billing history, percentage of work completed, and percentage of dollars spent. The Contractor shall prepare invoices that show costs against each major milestone task.
01004.0006/389802.1 A-2
The Contractor shall notify the Contract Officer when the cumulative compensation payable under any Task Order has reached 75% of the estimated not to exceed price.

If at any time the Contractor has reason to believe that the total cost to the Authority for the performance of the Task Order will be greater or substantially less than the not to exceed estimate, the Contractor shall notify the City in writing to that effect and give its revised estimate of the total cost for the performance of the task Order.

The notice shall state the estimated amount of additional funds required to continue performance for the remainder of the Task Order. In no event is the Contractor authorized to exceed the Task Order “not to exceed price” without prior written approval from the City.
d. Computer Files - At the conclusion of each Task Order, or mutually agreed milestones, the Contractor shall supply the City with a digital and editable copy of all files that are included in the hard copy submittal. The Contractor shall use or transfer files into the following formats: Word Processing: Microsoft Word, Spreadsheets: Microsoft Excel, Databases: Microsoft Access, GIS: ArcView, Drawings: Autocad. All final plans and digital files shall be submitted on a flashbased memory device or cloud base services.

The City shall have the right to use, duplicate, modify or disclose the technical data and the information contained therein.

The Contractor agrees to provide any proprietary software or data used in conjunction with the project to the City, if requested, as long as the City pays for any additional licensing costs.
e. Web-based Database – In addition to Contractor’s standard construction reporting procedures, Contractor shall utilize an online, web-based construction management platform, such as Procore or an approved equal, for all aspects of construction and project management, including but not limited to, preconstruction activities, project management, resource management, and financial management. Contractor shall submit copies of inspection daily reports on a daily basis. Inspection daily reports shall be submitted by 7:00 am the following calendar day. Additionally, Contractor shall track labor hours on a daily basis on this platform. Furthermore, daily photos of construction activities shall be uploaded on a daily basis by the Contractor to the platform.
f. Contractor’s Progress Invoice – The Contractor shall have quantity sheets which summarize the quantity, location, date, time, and quantity of each bid item installed and subsequently submitted for payment. Quantity sheets shall be checked against daily inspection reports for correctness. Separate quantity sheets shall be created for change order work. These quantity sheets shall be in addition to the measured field quantities record agreed upon in the field. Contractor is responsible for checking the progress invoice against the quantity sheets, daily reports, and measured field quantities records. Additionally, Contractor shall request prevailing wage reports from the construction contractor when the work is subject to 01004.0006/389802.1 A-3
prevailing wages. Contractor is responsible for checking each progress payment and ensuring compliance with current laws and regulations regarding prevailing wages. Prior to forwarding construction contractor’s invoices to the City, Contractor shall have the progress payment signed and dated certifying that he has checked the progress invoice for completeness and correctness and that the aforementioned tasks described herein this item have been completed. g. Key Personnel – The Contractor shall not reassign any personnel mentioned in the RFQ/Interview process unless under extraordinary circumstances. The Contractor shall secure prior written approval from the City for any change or reassignment of the key personnel, submitting written documentation of the new individual’s qualification.

The Contractor’s project manager shall supervise and direct the services, and have overall responsibility for the services in accordance with the Contractor Agreement and Scope of Work. The Contractor shall be solely responsible for implementation of all Contractor’s services, means, methods, techniques, sequences, and procedures and for coordination of all portions of the services.

All personnel shall have sufficient skill and experience to perform the work assigned to them. The City shall have the right, in its absolute discretion to require the removal of the Contractor’s personnel at any level assigned to the performance of the Services at no additional fee to the City, if the City considers such removal necessary and in its best interest and request such removal in writing. Further, an employee who is dismissed for any of the above reasons shall not be re-employed on this Agreement.
h. Safety and Identification – All Contractor personnel are required to wear ANSI Class 2 or ANSI Class 3 Safety Vests at ALL times. Vests shall be high visibility lime-green with reflective stripes and shall have an identifying logo and print on the back of the vest. When working in areas where there is a potential for injury to the head from falling objects, Contractor personnel shall wear Class A hard hats in accordance with ANSI Z89.1, which shall have an identifying logo and print on the front of the hard hat. Full-size proofs of the identifying logos and print shall be submitted to the City for approval.
i. Vehicle Identification – All Contractor personnel vehicles shall have a magnetic decal for automobiles posted on both sides of the automobile. The decal shall have the City of Cypress Public Works Logo, along with the words “Public Works Inspector”, printed on the decal. A proof shall be submitted to the City for approval prior to the production of the decal.
j. Unauthorized Work – Any services not required by the terms of the final scope of work or proposal that are performed without written authority from the Contract Officer, will be considered as unauthorized and at the sole expense of the 01004.0006/389802.1 A-4
Contractor. Services so performed will not be paid for, and no extension in the period of performance shall be granted on account thereof. k. Audits – The Contractor shall keep and maintain full and complete records and books of account of its costs and expenses relating to the performance of the Services, in accordance with generally accepted accounting practices. Such records and accounts shall be furnished to the City, upon written notice, an accurate written allocation of the costs to the various elements of the Services, as may be required by the Authority. Upon reasonable advance written notice, the City or its representatives shall have the right to examine, any books, records, accounts, and other documents of the Contractor directly pertaining to costs when such costs are the basis of a claim or of reimbursement to the Contractor hereunder. The City will make reasonable efforts to assure that any such representative is not a competitor of the Contractor to which the disclosure of such cost information would have a detrimental effect on the Contractor’s business. The City shall notify the Contractor with the identity of any representative and the Contractor will have the right to verify that the representative is not a competitor prior to the audit. The Contractor shall keep and preserve all such books, records, accounts, and other documents for a period of at least three years after completion of the Services and Final Payment or if this Agreement is terminated in whole or in part after the final termination agreement.
l. Contractor’s Interaction with the Media and the Public – The Contractor shall refer all inquiries from the news media to the City. If the Contractor receives a complaint from a citizen or the community, the Contractor shall inform the Contract Officer what action was taken to alleviate the situation.
m. Sub-Contractors – The City reserves the right of prior approval of all subContractors and retains the right to request the Contractor to terminate any subContractor, for any reason deemed appropriate by the City, by so notifying the Contractor in writing. Should said notification be submitted to the Contractor, it shall terminate said sub-Contractor immediately.

The City shall have no liability to any sub-Contractor(s) for payment for services under this Agreement or other work performed for Contractor. Any subcontract entered into by Contractor under the contract shall duly note that the responsibility for payment for the technical services or any other services performed shall be the sole responsibility of the Contractor.
n. Direct Expenses – It is expected that the Contractor has extensive knowledge and experience performing this type of work. The Contractor shall prepare a not to exceed budget for direct expenses and breakdown costs for services such as insurance, construction management software, copying, blue prints, computer time, reproduction, delivery, and any other foreseeable expense not covered in the Contractor’s hourly rates. Therefore, the Contractor shall receive no additional compensation beyond that which is detailed in their budget. Mileage charges shown 01004.0006/389802.1 A-5
in the Hourly Rates shall refer to only non-commuter travel. 01004.0006/389802.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. DELETE subsection 1.1 and REPLACE with the following:
“1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those on-call services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. Consultant acknowledges and agrees that City has no obligation to utilize Consultant under this Agreement. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein.

Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.”
II. DELETE subsection 1.8 and REPLACE with the following:
“1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in a particular Task Order, as defined in Exhibit “A,” or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation up to the amount authorized by the City Council (“Task Order Contingency”); or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.
01004.0006/389802.1 B-2
II. DELETE subsection 2.1 and REPLACE with the following:
“2.1 Contract Sum. For on-call services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. For each Task Order, as defined in Exhibit “A,” Contractor shall provide a not-to-exceed Task Order amount as further described in Exhibit “A” (“Contract Sum”).”
III. DELETE subsection 3-4 and REPLACE with the following:
“3.4 Term & Extended Term. Unless earlier terminated in accordance with Section 7.7 or 7.8 of this Agreement, this Agreement shall continue in full force and effect until June 30, 2027. The City shall have the right but not the obligation, in its sole and unfettered discretion, to extend the initial term of this Agreement a maximum of three (3) extended terms of one (1) year each. In order to do so, City shall, not later than ninety (90) calendar days prior to the expiration of the initial term, give Contractor written notice, in the form and manner allowed by this Agreement, of its intention to extend the initial term of this Agreement for three (3) extended terms of one (1) additional year, which extension shall be according to the terms and conditions of this Agreement, unless the same is modified by the parties hereto in writing signed by the party to be charged.

At the expiration of the term of this Agreement, if the City requires additional time for the Services to be performed, as confirmed by City to Contractor in writing, this Agreement shall be extended on a month-to-month basis. In such instance, in the absence of a written communication from City to Contractor to the contrary, the term of this Agreement shall be subject to termination upon thirty (30) days prior notice by either party. Such month-to-month extension shall not be deemed a renewal of the full term or an extension for any further term. City shall pay Contractor the applicable monthly Compensation or the pro-rata Compensation amount, and the month-to-month term shall be subject to every other term, covenant and condition in this Agreement that is consistent with and not contrary to a month-to-month term.”
IV. The title of Article 5 shall read as follows:
“INSURANCE, INDEMNIFICATION, AND BONDS”
V. Section 5.1(d) shall be amended to read as follows:
“Professional Liability. Professional liability insurance in the amount not less than two million dollars ($2,000,000). This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 01004.0006/389802.1 B-3
5 consecutive years following the completion of Contractor’s services or the termination of this Agreement. During this additional 5-year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.”
VI. Section 5.5 shall be added as follows:
“Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City due to unique circumstances. In the event the Risk Manager of City ("Risk Manager") determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the Risk Manager; provided that the Contractor shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of City within 10 days of receipt of notice from the Risk Manager.”
01004.0006/389802.1 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Contractor’s fee shall be negotiated, for each Task Order, on a Time and Material, Not-toExceed basis, in accordance with the hourly rate schedule, attached hereto as Exhibit “C1”.

II. All Task Orders must be performed within the budgetary limits established for each project, unless authorized otherwise, in advance in writing, by the Contract Officer and/or the Director of Finance.

III. All Task Orders shall be specified in writing, including, but not limited to, the Not-toExceed fee for services rendered.

IV. Requests for cost or rate increases, as set forth in Exhibit “C-1”, may be made on an annual (fiscal year) basis, and shall be: (1) based on the April CPI-U (Consumer Price Index for All Urban Consumers) for Los Angeles-Long Beach-Anaheim, CA; (2) approved by the Contract Officer and Finance Director; and (3) not exceed 5% per year. 01004.0006/389802.1 C-2
EXHIBIT “C-1”

HOURLY RATE SCHEDULE
City of Cypress On-Call Pavement Management Support and Design Services Job Title/Classification Hourly Rate Effective dates of hourly rate Principal $ 315 1/27/2025 – 6/30/2027
Pavement Management Project Manager $ 225 1/27/2025 – 6/30/2027 Senior Project Manager $ 215 1/27/2025 – 6/30/2027
Management Analyst $ 180 1/27/2025 – 6/30/2027
Project Engineer / Planner $ 170 1/27/2025 – 6/30/2027
Sr. Engineer / GIS Manager / Sr. Inspector $ 165 1/27/2025 – 6/30/2027 Assistant Engineer / Sr. Technician / GIS Analyst $ 155 1/27/2025 – 6/30/2027 CADD Operator $ 120 1/27/2025 – 6/30/2027
Field / GIS Technician $ 110 1/27/2025 – 6/30/2027
Administrative Assistant $ 100 1/27/2025 – 6/30/2027
Clerical / Word Processing $ 100 1/27/2025 – 6/30/2027
Reimbursables Rate Effective dates of rate
Mileage $ 0.77/mile 1/27/2025 – 6/30/2027
Subconsultant Services Cost + 15% 1/27/2025 – 6/30/2027 Reproduction Cost + 15% 1/27/2025 – 6/30/2027
Travel & Subsistence Cost + 15% 1/27/2025 – 6/30/2027
Fees & Permits Cost + 15% 1/27/2025 – 6/30/2027
Computer Services (External) Cost + 15% 1/27/2025 – 6/30/2027 Notes:

These rate schedules are effective through the dates indicated on the rate table, except for Prevailing Wage covered classifications.

Should the Contract duration be extended beyond the dates referenced in the table, rates may be adjusted in accordance with the current Consumer Price Index (but not to exceed 5% annually), as mutually agreeable to the parties.

EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. In the case of emergency work, Contractor shall be available to provide services within 48 hours, in response to issuance of a Task Order by the Contract Officer.

II. The Contractor shall provide a detailed schedule, in format approved by the Contract Officer, for each Task Order. No work shall be authorized unless the Contract Officer has first approved the schedule.

01004.0006/389802.1
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AGREEMENT FOR ON-CALL PAVEMENT MANAGEMENT

AND DESIGN SERVICES

BY AND BETWEEN THE CITY OF CYPRESS AND
GMU GEOTECHNICAL, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this 27th day of January, 2025 by and between the City of Cypress, a California municipal corporation (“City”) and GMU GEOTECHNICAL, INC. a California Corporation (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

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

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

ARTICLE 1. SERVICES OF CONTRACTOR

1.1 Scope of Services.

1.2 Contractor’s Proposal.

1.3 Compliance with Law.

1.4 Licenses, Permits, Fees and Assessments.

1.5 Familiarity with Work.

1.6 Care of Work.

1.7 Further Responsibilities of Parties.

1.8 Additional Services.

1.9 Special Requirements.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

2.2 Method of Compensation.

2.3 Reimbursable Expenses.

2.4 Invoices.

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

2.5 Waiver.

Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.
01004.0006/389802.1
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ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

3.3 Force Majeure.

3.4 Term.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

(Name) (Title)

4.2 Status of Contractor.

4.3 Contract Officer.

The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

5.2 General Insurance Requirements.

All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice:
01004.0006/389802.1
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CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

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

In the event the Contractor subcontracts any portion of the work in compliance with Section

5.3 Indemnification.

To the extent that the claims for defense and indemnity are for Contractor’s professional negligence, Contractor’s liability shall be construed according to the provisions of California Civil Code section 2782.8.

5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed 01004.0006/389802.1
-11-
under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

6.2 Reports.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”), including any electronic documents and materials, prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City in a format of the City’s choice upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or 01004.0006/389802.1
-12-
assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be 01004.0006/389802.1
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instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Orange, State of California.

7.2 Disputes; Default.

7.3 Retention of Funds.

7.4 Waiver.

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 01004.0006/389802.1
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7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

7.7 Termination Prior to Expiration of Term.

7.8 Termination for Default of Contractor.

7.9 Attorney’s Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action 01004.0006/389802.1
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or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

8.2 Conflict of Interest.

8.3 Covenant Against Discrimination.

8.4 Unauthorized Aliens.

9.1 Notices.

9.2 Interpretation.

9.3 Counterparts.

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

9.4 Integration; Amendment.

9.5 Severability.

9.6 Warranty & Representation of Non-Collusion.

Contractor’s Authorized Initials _______

9.7 Corporate Authority.

CITY:

City of Cypress, a municipal corporation
____________________________________
David Burke, Mayor
ATTEST:
____________________________________
Alisha Farnell, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
____________________________________
Fred Galante, City Attorney
CONTRACTOR:

______________________________________
______________________________________
By:
___________________________________
Name:

Title:

By:
___________________________________
Name:

Title:

SCOPE OF SERVICES

The City shall have the right to use, duplicate, modify or disclose the technical data and the information contained therein.

All personnel shall have sufficient skill and experience to perform the work assigned to them. The City shall have the right, in its absolute discretion to require the removal of the Contractor’s personnel at any level assigned to the performance of the Services at no additional fee to the City, if the City considers such removal necessary and in its best interest and request such removal in writing. Further, an employee who is dismissed for any of the above reasons shall not be re-employed on this Agreement.
h. Safety and Identification – All Contractor personnel are required to wear ANSI Class 2 or ANSI Class 3 Safety Vests at ALL times. Vests shall be high visibility lime-green with reflective stripes and shall have an identifying logo and print on the back of the vest. When working in areas where there is a potential for injury to the head from falling objects, Contractor personnel shall wear Class A hard hats in accordance with ANSI Z89.1, which shall have an identifying logo and print on the front of the hard hat. Full-size proofs of the identifying logos and print shall be submitted to the City for approval.
i. Vehicle Identification – All Contractor personnel vehicles shall have a magnetic decal for automobiles posted on both sides of the automobile. The decal shall have the City of Cypress Public Works Logo, along with the words “Public Works Inspector”, printed on the decal. A proof shall be submitted to the City for approval prior to the production of the decal.
j. Unauthorized Work – Any services not required by the terms of the final scope of work or proposal that are performed without written authority from the Contract Officer, will be considered as unauthorized and at the sole expense of the Contractor. Services so performed will not be paid for, and no extension in the 01004.0006/389802.1 A-4
period of performance shall be granted on account thereof. k. Audits – The Contractor shall keep and maintain full and complete records and books of account of its costs and expenses relating to the performance of the Services, in accordance with generally accepted accounting practices. Such records and accounts shall be furnished to the City, upon written notice, an accurate written allocation of the costs to the various elements of the Services, as may be required by the Authority. Upon reasonable advance written notice, the City or its representatives shall have the right to examine, any books, records, accounts, and other documents of the Contractor directly pertaining to costs when such costs are the basis of a claim or of reimbursement to the Contractor hereunder. The City will make reasonable efforts to assure that any such representative is not a competitor of the Contractor to which the disclosure of such cost information would have a detrimental effect on the Contractor’s business. The City shall notify the Contractor with the identity of any representative and the Contractor will have the right to verify that the representative is not a competitor prior to the audit. The Contractor shall keep and preserve all such books, records, accounts, and other documents for a period of at least three years after completion of the Services and Final Payment or if this Agreement is terminated in whole or in part after the final termination agreement.
l. Contractor’s Interaction with the Media and the Public – The Contractor shall refer all inquiries from the news media to the City. If the Contractor receives a complaint from a citizen or the community, the Contractor shall inform the Contract Officer what action was taken to alleviate the situation.
m. Sub-Contractors – The City reserves the right of prior approval of all subContractors and retains the right to request the Contractor to terminate any subContractor, for any reason deemed appropriate by the City, by so notifying the Contractor in writing. Should said notification be submitted to the Contractor, it shall terminate said sub-Contractor immediately.

The City shall have no liability to any sub-Contractor(s) for payment for services under this Agreement or other work performed for Contractor. Any subcontract entered into by Contractor under the contract shall duly note that the responsibility for payment for the technical services or any other services performed shall be the sole responsibility of the Contractor.
n. Direct Expenses – It is expected that the Contractor has extensive knowledge and experience performing this type of work. The Contractor shall prepare a not to exceed budget for direct expenses and breakdown costs for services such as insurance, construction management software, copying, blue prints, computer time, reproduction, delivery, and any other foreseeable expense not covered in the Contractor’s hourly rates. Therefore, the Contractor shall receive no additional compensation beyond that which is detailed in their budget. Mileage charges shown in the Hourly Rates shall refer to only non-commuter travel. 01004.0006/389802.1 B-1
EXHIBIT “B”

III. All Task Orders shall be specified in writing, including, but not limited to, the Not-toExceed fee for services rendered.

01004.0006/389802.1 C-2
EXHIBIT “C-1”

HOURLY RATE SCHEDULE
City of Cypress On-Call Pavement Management Support and Design Services Professional Services Hourly Rate Effective dates of hourly rate Document Preparation and Project Services $ 110 1/27/2025 – 6/30/2027 CAD/GIS Design Engineer $ 128 1/27/2025 – 6/30/2027
Staff Engineer or Geologist $ 170 1/27/2025 – 6/30/2027 Senior Staff Engineer or Geologist $ 188 1/27/2025 – 6/30/2027 Project Engineer or Geologist $ 212 1/27/2025 – 6/30/2027 Senior Engineer or Geologist $ 248 1/27/2025 – 6/30/2027 Associate Engineer or Geologist $ 267 1/27/2025 – 6/30/2027 Principal/Director $ 290 1/27/2025 – 6/30/2027
Staff Engineering Technician* $ 110 1/27/2025 – 6/30/2027 Senior Engineering Technician* $ 128 1/27/2025 – 6/30/2027 Registered Special Inspector* $ 128 1/27/2025 – 6/30/2027 Instrumentation Engineer $ 170 1/27/2025 – 6/30/2027
Engineering Seismological Technician $ 170 1/27/2025 – 6/30/2027 Laboratory Testing Services** $ 138 1/27/2025 – 6/30/2027 Other Charges Rate Effective dates of rate
Outside Services Cost + 15% 1/27/2025 – 6/30/2027
Reimbursables & Reprographics Cost 1/27/2025 – 6/30/2027 Notes:

These rate schedules are effective through the dates indicated on the rate table, except for Prevailing Wage covered classifications.

Denote all employees subject to the conditions below with an asterisks (*)

1. Rates include vehicle, nuclear density gauge, and equipment for testing, inspection, and sampling.

2. No 4-hour minimum charges apply, except for night work.

3. Overtime is charged at 1.5 times the base rate. Overtime is defined as time worked on the project in excess of 8 hours per day and all time on Saturdays, Sundays, and holidays.

4. Prevailing Wage projects, additional hourly surcharge for Field Personnel per CA Labor Code Section 1720, et seq.

Special materials testing and laboratory costs on a per-test basis will be billed at cost (**) EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. In the case of emergency work, Contractor shall be available to provide services within 48 hours, in response to issuance of a Task Order by the Contract Officer.

December 20, 2024
Mr. Nick Mangkalakiri, P.E.

Acting Director of Public Works/City Engineer
City of Cypress
5275 Orange Avenue
Cypress, CA 90630
Subject: Proposal for On-Call Pavement Management Support and Design Services Dear Nick,
It is our pleasure to submit our proposal to assist the City of Cypress in the proactive, continued management of your Pavement Management Program (PMP). With the City seeking to move toward stronger infrastructure management methodologies through advanced pavement inspections, zone maintenance, Capital Improvement Programming (CIP), asset management correlation, and accurate GIS implementation, Bucknam Infrastructure Group has identified a proactive and cost-efficient method to assist the City in updating your essential PMP. Our team will focus our long-term PMP knowledge, extensive Cypress - Orange County experience and GIS/GPS technologies to optimize the City’s maintenance dollars by implementing a manageable and reliable PMP methodology.

Bucknam served as the City’s consultant for the 2023 PMP Update. Our project staff can be relied upon again to provide outstanding service to the City because we will assist the City in building upon a common-sense PMP, formulate a proactive CIP budget and make realistic maintenance recommendations. Our handpicked pavement management professionals are committed to delivering quality services to the City. We have already scheduled time for your project and eagerly await our kick-off meeting with City staff and you.

Respectfully submitted,
Bucknam Infrastructure Group, Inc.

Peter J. Bucknam
President/Project Manager
Scope of Work
City of Cypress 1-1
On-Call Pavement Management Support and Design Services PMP Project Implementation
• Project Kickoff
• Project Status Meetings - Quality Control Program
• Project Deliverables
PMP Scope of Work (Major Tasks)
• Update Maintenance and Rehabilitation Activities
• Pavement Condition Surveys

1. Walking
• 2025 - The inspection of approximately 112 miles of Arterial, Local, and Alley segments will be performed.

2. Field Attribute Data (updated and/or verified)

3. Conditional data will be evaluated for all street segments

4. Section Distress and PCI Reporting
• Maintenance and Rehabilitation Assessment / Priorities o Assessment, verification and use of approved maintenance/rehabilitation activities & unit costs
• Citywide CIP / OCTA Compliance Budget Reports
o Internal PMP budget modeling and OCTA 7-Yr compliant budget modeling • 2025 PMP – GIS Mapping
• Cypress MyRoads® PMP Web-Portal update/publication
Compensation
City of Cypress 1-2
On-Call Pavement Management Support and Design Services Cost Proposal
Task Items 1 through 3 can be accomplished on a time and materials, not-to-exceed basis in accordance with the standard hourly rate schedule attached. Our anticipated fee is projected to be $36,985 for the duration of the contract. We have included our fee schedule below for the City’s consideration.

Should the City desire to increase the service level above the hours outlined above for the Task items 1 through 3 or require other services not described herein, a fee adjustment would be negotiated and mutually agreed upon by both parties.

Compensation
City of Cypress 1-3
On-Call Pavement Management Support and Design Services Standard Hourly Rate Schedule
Category Rate
Principal $ 315
Pavement Management Project Manager 225
Senior Project Manager 215
Management Analyst 180
Project Engineer / Planner 170
Sr. Engineer / GIS Manager / Sr. Inspector 165
Assistant Engineer / Sr. Technician / GIS Analyst 155
CADD Operator 120
Field / GIS Technician 110
Administrative Assistant 100
Clerical / Word Processing 100
Reimbursables
Mileage $0.77/mile
Subconsultant Services Cost + 15%
Reproduction Cost + 15%
Travel & Subsistence Cost + 15%
Fees & Permits Cost + 15%
Computer Services (External) Cost + 15%
Rates Effective 7/1/24
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 7.

FROM: Matt Burton, Director of Finance and Administrative Services DATE: 01/27/2025
SUBJECT: Receive and File the Investment Reports for the Months Ended October 31, 2024, November 30, 2024, and December 31, 2024

RECOMMENDATION
Receive and file the attached investment reports.

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. Due to the cancellation of City Council meetings in November and December, three reports are being presented for the months ending October 31, 2024, November 30, 2024, and December 31, 2024.

Total cash and investments and the investment yields for the three months were as follows:

October 31, 2024 November 30, 2024 December 31, 2024
Total Cash and Investments $182.7 million $181.6 million $181.5 million Yield on Investments 4.45% 4.33% 4.30%
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 Summaries of Cash and Investments present the investments held by the City of Cypress as of October 31, 2024, November 30, 2024, and December 31, 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 currently two loans due to the City's 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. 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 assets can only be used to pay 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

5. 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.

For each of the three months, the City's portfolio consisted of the following:

October 31, 2024 November 30, 2024 December 31, 2024
Federal Agency Securities $104.0 million $116.1 million $126.0 million Investment Pools $77.1 million $64.1 million $54.1 million Bank Accounts $1.6 million $1.4 million $1.4 million
Total $182.7 million $181.6 million $181.5 million
A portion of the investment portfolio is invested in the State Investment Pool (Local Agency Investment Fund or LAIF) which is managed by investment professionals 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: Matt Burton, Director of Finance & Administrative Services Attachments
Investment Report for the Month Ended October 31, 2024
Investment Report for the Month Ended November 30, 2024 Investment Report for the Month Ended December 31, 2024 Summary of Cash and Investments
As of October 31, 2024
Type Description
Investment
Date Maturity Date
Interest
Rate Carrying Value
Current Market
Value (2)
(1) Ckg General Operating Account BMO 11/1/2024 - 1,529,665.20 $ 1,529,665.20 $ Pool Local Agency Investment Fund State Treasurer 11/1/2024 4.518 40,000,000.00 40,082,443.36 Pool Local Agency Investment Fund State Treasurer 11/1/2024 4.518 37,000,000.00 37,076,260.11 FHLMC Federal Home Loan Mortgage Corp BMO 7/28/2022 12/30/2024 3.350 4,000,000.00 3,991,720.00 FFCB Federal Farm Credit Bank BMO 1/10/2023 1/10/2025 4.310 3,002,700.00 2,999,010.00 FHLB Federal Home Loan Bank BMO 5/27/2021 2/27/2025 0.660 3,000,000.00 2,961,690.00 FFCB Federal Farm Credit Bank BMO 3/22/2021 3/17/2025 0.700 4,000,000.00 3,943,520.00 FHLMC Federal Home Loan Mortgage Corp BMO 9/21/2022 3/31/2025 4.320 5,000,000.00 4,994,250.00 FHLMC Federal Home Loan Mortgage Corp BMO 5/11/2023 5/9/2025 5.299 8,550,000.00 8,552,479.50 FFCB Federal Farm Credit Bank BMO 1/13/2023 1/13/2026 4.000 2,000,000.00 1,995,900.00 FFCB Federal Farm Credit Bank BMO 3/2/2023 3/2/2026 4.478 5,001,500.00 5,018,850.00 FFCB Federal Farm Credit Bank BMO 9/29/2023 4/20/2026 5.000 4,991,368.17 5,046,350.00 FFCB Federal Farm Credit Bank BMO 6/23/2023 6/23/2026 4.820 5,000,000.00 5,012,800.00 FHLB Federal Home Loan Bank BMO 11/30/2023 11/17/2026 4.420 5,023,375.00 5,051,550.00 FHLB Federal Home Loan Bank BMO 4/18/2024 4/16/2027 5.000 3,015,000.00 3,032,878.95 FHLB Federal Home Loan Bank BMO 4/18/2024 7/23/2027 5.300 3,000,000.00 3,011,550.00 FHLB Federal Home Loan Bank BMO 2/16/2024 8/13/2027 4.999 4,000,000.00 4,001,240.00 FHLB Federal Home Loan Bank BMO 11/15/2023 11/15/2027 5.625 5,000,000.00 5,002,550.00 FFCB Federal Farm Credit Bank BMO 12/6/2023 12/6/2027 5.380 5,000,000.00 4,998,500.00 FFCB Federal Farm Credit Bank BMO 6/30/2023 6/30/2028 5.000 5,000,000.00 4,993,800.00 FHLB Federal Home Loan Bank BMO 1/10/2024 1/3/2029 5.000 10,000,000.00 10,006,000.00 FHLB Federal Home Loan Bank BMO 2/15/2024 2/12/2029 4.411 4,647,907.50 4,634,097.00 FFCB Federal Farm Credit Bank BMO 4/18/2024 4/10/2029 4.375 4,941,680.00 5,036,300.00 TSY US Treasury Bill BMO 6/24/2024 7/31/2028 4.288 4,970,283.82 4,995,100.00 TSY US Treasury Bill BMO 6/24/2024 5/31/2029 4.241 4,671,093.75 4,707,400.00 Ckg Worker's Comp Account BMO 11/1/2024 - 50,000.00 50,000.00 Ckg Liability Account California Bank & Trust 11/1/2024 - 8,500.00 8,500.00 Cash Petty Cash City 11/1/2024 - 8,350.00 8,350.00

$ 182,411,423.44 $ 182,742,754.12
Average Weighted Yield to Maturity: 4.45%
Average Weighted Days to Maturity: 489.92
(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
8/31/2024 +RECEIPTS (DISBURSEMENTS) 9/30/2024 +RECEIPTS (DISBURSEMENTS) 10/31/2024

GENERAL
111/114 GENERAL FUND/GENERAL FUND-GRANTS $ 28,974,699 $ 3,780,769 $ (3,098,959) $ 29,656,509 $ 3,222,976 $ (5,178,998) $ 27,700,487

SPECIAL REVENUE
115 PANDEMIC RELIEF 6,276 - - 6,276 - - 6,276
212 CRPD-GENERAL FUND 11,439,533 3,153,245 (3,791,339) 10,801,439 5,976,093 (6,166,192) 10,611,340 213 CRPD-PARK DEVELOPMENT 612,578 - - 612,578 4,001 - 616,579 221 TRAFFIC SAFETY 5,681 9,444 - 15,125 5,586 - 20,711
230 STREETS 9,551,216 440,855 (162,170) 9,829,901 356,820 (242,820) 9,943,901 251 LIGHTING DISTRICT #2 6,145,738 35,928 (105,353) 6,076,313 82,092 (118,806) 6,039,599 261 STORM DRAIN 2,104,864 43,982 (18,553) 2,130,293 51,499 (52,903) 2,128,889 262 PLANNED LOCAL DRAINAGE FACILITY 1,125,356 - - 1,125,356 10,995 - 1,136,351 271 CORP CNTR MAINT DISTRICT #1 190,138 - (2,234) 187,904 - (2,370) 185,534 280 ASSET SEIZURE 1,314,868 166 (2,297) 1,312,737 13,096 (11,536) 1,314,297 291 CABLE TV FRANCHISE AGREEMENT 846,355 - - 846,355 - - 846,355 301 SUPPLEMENTAL LAW ENFORCEMENT (11,031) - (10,940) (21,971) 132,854 (10,972) 99,911 321 SEWER FUND 9,212,170 157,685 (45,532) 9,324,323 260,162 (27,905) 9,556,580 471 LOW AND MODERATE HSG ASSET 16,409 1,048 (707) 16,750 160 (706) 16,204

CAPITAL PROJECTS
415 CITY CAPITAL PROJECTS 15,582,788 - (64,839) 15,517,949 46,075 (314,411) 15,249,613 416 INFRASTRUCTURE RESERVE 64,479,956 - (3,307,539) 61,172,417 - (2,460,261) 58,712,156

TRUST AND AGENCY
600 TRUST AND AGENCY 1,843,214 82,750 (15,264) 1,910,700 248,275 (272,378) 1,886,597 611 BUSINESS ASSESSMENT DISTRICT - - - - - - -
612 CFD #1 ASSESSMENT DISTRICT 153,575 - - 153,575 - - 153,575 620 REC & COMM SERVICES FOUNDATION 33,424 2,050 (619) 34,855 834 (320) 35,369

INTERNAL SERVICE
710 CENTRAL SERVICES 3,840,453 244,535 (174,381) 3,910,607 241,255 (266,567) 3,885,295 720 CAPITAL REPLACEMENT 16,038,467 57,598 (16,337) 16,079,728 85,925 (18,270) 16,147,383 730 TECHNOLOGY IMPROVEMENT 2,273,110 - - 2,273,110 - - 2,273,110 750 EMPLOYEE BENEFITS 2,456,056 1,329,237 (970,115) 2,815,178 1,403,682 (610,615) 3,608,245 760 LIABILITY SELF INSURANCE 1,679,408 55,266 - 1,734,674 60,950 (18,698) 1,776,926 770 WORKERS COMP SELF INSURANCE 3,307,541 212,261 (32,791) 3,487,011 63,281 (34,838) 3,515,454 OTHER
811/812 WESTCOMM JPA 5,011,792 81,654 (377,015) 4,716,431 952,540 (392,954) 5,276,017 $ 9,705,233 188,234,634 $ (12,213,744) $ 185,726,123 $ 13,219,151 $ (16,202,520) $ 182,742,754 $ Changes in Cash/Investments
City of Cypress
City of Cypress

INVESTMENTS AT MARKET VALUE BY MATURITY DATE
As of October 31, 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 Totals Percent CASH $ - 1,596,515 $ - $ - $ - $ - $ 1,596,515 $ 0.87%
FFCB - 6,942,530 17,073,900 - 9,992,300 5,036,300 39,045,030 21.37% FHLB - 2,961,690 - 15,097,219 5,002,550 14,640,097 37,701,556 20.63% FHLMC 8,552,480 8,985,970 - - - - 17,538,450 9.60%
STATE POOL 77,158,703 - - - - - 77,158,703 42.22%
TSY - - - - 4,995,100 4,707,400 9,702,500 5.31%
Totals $ 8,552,480 97,645,409 $ 17,073,900 $ 15,097,219 $ 19,989,950 $ 24,383,797 $ 182,742,754 $ 100.00% Percent 53.43% 4.68% 9.34% 8.26% 10.94% 13.34% 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 $ 3,809,413 $ 2 CRPD City 11/13/23 TBD 2.00% 33,500,000 $ 19,844,168 $ Total Interfund Investments 23,653,581 $
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 $8,484,563.

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 $19,844,168. * Unaudited; amounts subject to change as part of finalizing the recording of actual FY 2023-24 transactions.

CITY OF CYPRESS

INTERFUND INVESTMENTS
As of October 31, 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 20.02% 27,390,000.00 $ 33,342,104.57 $ Total $ 27,390,000.00 $ 33,342,104.57
* 12-month period ending with the current month.

City of Cypress
Summary of Cash and Investments Held In Trust
As of October 31, 2024
Summary of Cash and Investments
As of November 30, 2024
Type Description
Investment
Date Maturity Date
Interest
Rate Carrying Value
Current Market
Value (2)
(1) Ckg General Operating Account BMO 12/1/2024 - $ 1,352,021.66 $ 1,352,021.66 Pool Local Agency Investment Fund State Treasurer 12/1/2024 4.477 36,000,000.00 36,074,199.02 Pool Local Agency Investment Fund State Treasurer 12/1/2024 4.477 28,000,000.00 28,057,710.35 FHLMC Federal Home Loan Mortgage Corp BMO 7/28/2022 12/30/2024 3.350 4,000,000.00 3,995,800.00 FFCB Federal Farm Credit Bank BMO 1/10/2023 1/10/2025 4.310 3,002,700.00 2,999,310.00 FHLB Federal Home Loan Bank BMO 5/27/2021 2/27/2025 0.660 3,000,000.00 2,971,890.00 FFCB Federal Farm Credit Bank BMO 3/22/2021 3/17/2025 0.700 4,000,000.00 3,955,560.00 FHLMC Federal Home Loan Mortgage Corp BMO 9/21/2022 3/31/2025 4.320 5,000,000.00 4,996,150.00 TSY US Treasury Bill BMO 11/21/2024 5/22/2025 4.393 4,892,822.22 4,898,050.00 FFCB Federal Farm Credit Bank BMO 1/13/2023 1/13/2026 4.000 2,000,000.00 1,994,200.00 FFCB Federal Farm Credit Bank BMO 3/2/2023 3/2/2026 4.478 5,001,500.00 5,012,950.00 FFCB Federal Farm Credit Bank BMO 9/29/2023 4/20/2026 5.000 4,991,368.17 5,040,300.00 FFCB Federal Farm Credit Bank BMO 6/23/2023 6/23/2026 4.820 5,000,000.00 5,009,400.00 FHLB Federal Home Loan Bank BMO 11/30/2023 11/17/2026 4.420 5,018,700.00 5,052,150.00 FHLB Federal Home Loan Bank BMO 4/18/2024 4/16/2027 5.000 3,015,000.00 3,037,702.95 FHLB Federal Home Loan Bank BMO 4/18/2024 7/23/2027 5.300 3,000,000.00 3,013,440.00 FHLB Federal Home Loan Bank BMO 2/16/2024 8/13/2027 4.999 4,000,000.00 4,001,200.00 FNMA Federal National Mortgage Association BMO 11/4/2024 10/28/2027 4.399 3,620,000.00 3,615,909.40 FFCB Federal Farm Credit Bank BMO 11/21/2024 11/12/2027 4.210 9,976,300.00 10,022,300.00 FFCB Federal Farm Credit Bank BMO 12/6/2023 12/6/2027 5.380 5,000,000.00 5,000,400.00 FFCB Federal Farm Credit Bank BMO 6/30/2023 6/30/2028 5.000 5,000,000.00 4,995,750.00 FHLB Federal Home Loan Bank BMO 1/10/2024 1/3/2029 5.000 10,000,000.00 10,005,200.00 FHLB Federal Home Loan Bank BMO 2/15/2024 2/12/2029 4.411 4,647,907.50 4,640,514.00 FFCB Federal Farm Credit Bank BMO 4/18/2024 4/10/2029 4.375 4,941,680.00 5,045,250.00 FNMA Federal National Mortgage Association BMO 11/4/2024 7/21/2028 4.152 6,987,750.00 6,973,820.00 TSY US Treasury Bill BMO 6/24/2024 7/31/2028 4.288 4,970,283.82 5,001,950.00 TSY US Treasury Bill BMO 6/24/2024 5/31/2029 4.241 4,671,093.75 4,725,150.00 Ckg Worker's Comp Account BMO 12/1/2024 - 50,000.00 50,000.00 Ckg Liability Account California Bank & Trust 12/1/2024 - 8,500.00 8,500.00 Cash Petty Cash City 12/1/2024 - 8,350.00 8,350.00
$ 181,155,977.12 $ 181,555,127.38
Average Weighted Yield to Maturity: 4.33%
Average Weighted Days to Maturity: 575.11
(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.

The Investment Program herein shown provides sufficient cash flow liquidity to meet six months estimated expenditures.

Signed: ________________________________
Finance Director
City of Cypress
Bank/Agent
9/30/2024 +RECEIPTS (DISBURSEMENTS) 10/31/2024 +RECEIPTS (DISBURSEMENTS) 11/30/2024

GENERAL
111/114 GENERAL FUND/GENERAL FUND-GRANTS $ 29,656,509 $ 3,222,976 $ (5,178,998) $ 27,700,487 $ 3,923,099 $ (3,613,031) $ 28,010,555

SPECIAL REVENUE
115 PANDEMIC RELIEF 6,276 - - 6,276 - - 6,276
212 CRPD-GENERAL FUND 10,801,439 5,976,093 (6,166,192) 10,611,340 5,889,877 (4,926,237) 11,574,980 213 CRPD-PARK DEVELOPMENT 612,578 4,001 - 616,579 - - 616,579 221 TRAFFIC SAFETY 15,125 5,586 - 20,711 - - 20,711
230 STREETS 9,829,901 356,820 (242,820) 9,943,901 449,800 (13,734) 10,379,967 251 LIGHTING DISTRICT #2 6,076,313 82,092 (118,806) 6,039,599 303,456 (87,619) 6,255,436 261 STORM DRAIN 2,130,293 51,499 (52,903) 2,128,889 285,908 (24,174) 2,390,623 262 PLANNED LOCAL DRAINAGE FACILITY 1,125,356 10,995 - 1,136,351 - - 1,136,351 271 CORP CNTR MAINT DISTRICT #1 187,904 - (2,370) 185,534 - (2,146) 183,388 280 ASSET SEIZURE 1,312,737 13,096 (11,536) 1,314,297 347 (9,891) 1,304,753 291 CABLE TV FRANCHISE AGREEMENT 846,355 - - 846,355 15,963 - 862,318 301 SUPPLEMENTAL LAW ENFORCEMENT (21,971) 132,854 (10,972) 99,911 - (4,438) 95,473 321 SEWER FUND 9,324,323 260,162 (27,905) 9,556,580 142,917 (66,195) 9,633,302 471 LOW AND MODERATE HSG ASSET 16,750 160 (706) 16,204 440 (430) 16,214

CAPITAL PROJECTS
415 CITY CAPITAL PROJECTS 15,517,949 46,075 (314,411) 15,249,613 - (44,860) 15,204,753 416 INFRASTRUCTURE RESERVE 61,172,417 - (2,460,261) 58,712,156 - (3,756,571) 54,955,585

TRUST AND AGENCY
600 TRUST AND AGENCY 1,910,700 248,275 (272,378) 1,886,597 20,827 (196,580) 1,710,844 611 BUSINESS ASSESSMENT DISTRICT - - - - - - -
612 CFD #1 ASSESSMENT DISTRICT 153,575 - - 153,575 - - 153,575 620 REC & COMM SERVICES FOUNDATION 34,855 834 (320) 35,369 - (226) 35,143

INTERNAL SERVICE
710 CENTRAL SERVICES 3,910,607 241,255 (266,567) 3,885,295 241,771 (256,004) 3,871,062 720 CAPITAL REPLACEMENT 16,079,728 85,925 (18,270) 16,147,383 57,597 (252,857) 15,952,123 730 TECHNOLOGY IMPROVEMENT 2,273,110 - - 2,273,110 - - 2,273,110 750 EMPLOYEE BENEFITS 2,815,178 1,403,682 (610,615) 3,608,245 1,957,205 (1,080,282) 4,485,168 760 LIABILITY SELF INSURANCE 1,734,674 60,950 (18,698) 1,776,926 55,266 - 1,832,192 770 WORKERS COMP SELF INSURANCE 3,487,011 63,281 (34,838) 3,515,454 94,218 (22,335) 3,587,337 OTHER
811/812 WESTCOMM JPA 4,716,431 952,540 (392,954) 5,276,017 119,341 (388,049) 5,007,309 $ 13,219,151 185,726,123 $ (16,202,520) $ 182,742,754 $ 13,558,032 $ (14,745,659) $ 181,555,127 $ City of Cypress
Changes in Cash/Investments
City of Cypress

INVESTMENTS AT MARKET VALUE BY MATURITY DATE
As of November 30, 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 Totals Percent CASH $ - 1,418,872 $ - $ - $ - $ - $ 1,418,872 $ 0.78%
FFCB - 6,954,870 17,056,850 10,022,300 9,996,150 5,045,250 49,075,420 27.03% FHLB - 2,971,890 5,052,150 10,052,343 - 14,645,714 32,722,097 18.02% FHLMC - 8,991,950 - - - - 8,991,950 4.95%
FNMA - - 3,615,909 6,973,820 - 10,589,729 5.83%
STATE POOL 64,131,909 - - - - - 64,131,909 35.32%
TSY - 4,898,050 - - 5,001,950 4,725,150 14,625,150 8.06% Totals $ - 89,367,541 $ 22,109,000 $ 23,690,552 $ 21,971,920 $ 24,416,114 $ 181,555,127 $ 100.00% Percent 49.22% 0.00% 12.18% 13.05% 12.10% 13.45% 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 $ 3,809,413 $ 2 CRPD City 11/13/23 TBD 2.00% 33,500,000 $ 23,600,740 $ Total Interfund Investments 27,410,153 $
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 $8,484,563.

CITY OF CYPRESS

INTERFUND INVESTMENTS
As of November 30, 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 16.79% 27,390,000.00 $ 34,410,390.76 $ Total $ 27,390,000.00 $ 34,410,390.76
* 12-month period ending with the current month.

City of Cypress
Summary of Cash and Investments Held In Trust
As of November 30, 2024
Summary of Cash and Investments
As of December 31, 2024
Type Description
Investment
Date
Maturity
Date
Interest
Rate Carrying Value
Current Market
Value (2)
(1) Ckg General Operating Account BMO 1/1/2025 - $ 1,354,839.91 $ 1,354,839.91 Pool Local Agency Investment Fund State Treasurer 1/1/2025 4.434 27,000,000.00 27,055,649.27 Pool Local Agency Investment Fund State Treasurer 1/1/2025 4.434 27,000,000.00 27,055,649.27 FFCB Federal Farm Credit Bank BMO 1/10/2023 1/10/2025 4.310 3,002,700.00 3,000,060.00 FHLB Federal Home Loan Bank BMO 5/27/2021 2/27/2025 0.660 3,000,000.00 2,982,690.00 FFCB Federal Farm Credit Bank BMO 3/22/2021 3/17/2025 0.700 4,000,000.00 3,970,040.00 TSY US Treasury Bill BMO 11/21/2024 5/22/2025 4.393 4,892,822.22 4,920,300.00 TSY US Treasury Bill BMO 12/6/2024 11/15/2025 4.393 9,614,200.00 9,639,100.00 FFCB Federal Farm Credit Bank BMO 1/13/2023 1/13/2026 4.000 2,000,000.00 1,996,720.00 FFCB Federal Farm Credit Bank BMO 3/2/2023 3/2/2026 4.478 5,001,500.00 5,016,600.00 FFCB Federal Farm Credit Bank BMO 9/29/2023 4/20/2026 5.000 4,991,368.17 5,039,400.00 FFCB Federal Farm Credit Bank BMO 6/23/2023 6/23/2026 4.820 5,000,000.00 5,003,100.00 FHLB Federal Home Loan Bank BMO 11/30/2023 11/17/2026 4.420 5,018,700.00 5,033,850.00 FHLB Federal Home Loan Bank BMO 12/19/2024 11/17/2026 4.310 4,725,000.00 4,725,283.50 FHLB Federal Home Loan Bank BMO 4/18/2024 4/16/2027 5.000 3,015,000.00 3,030,225.75 FHLB Federal Home Loan Bank BMO 4/18/2024 7/23/2027 5.300 3,000,000.00 3,014,040.00 FHLB Federal Home Loan Bank BMO 2/16/2024 8/13/2027 4.999 4,000,000.00 3,998,000.00 FNMA Federal National Mortgage Association BMO 11/4/2024 10/28/2027 4.399 3,620,000.00 3,613,592.60 FFCB Federal Farm Credit Bank BMO 11/21/2024 11/12/2027 4.210 9,976,300.00 9,963,300.00 FHLMC Federal Home Loan Mortgage Corp BMO 12/19/2024 12/17/2027 4.243 4,966,250.00 4,952,000.00 FFCB Federal Farm Credit Bank BMO 6/30/2023 6/30/2028 5.000 5,000,000.00 4,986,500.00 FHLB Federal Home Loan Bank BMO 1/10/2024 1/3/2029 5.000 10,000,000.00 9,999,900.00 FHLB Federal Home Loan Bank BMO 2/15/2024 2/12/2029 4.411 4,647,907.50 4,610,103.00 FFCB Federal Farm Credit Bank BMO 4/18/2024 4/10/2029 4.375 4,941,680.00 4,999,700.00 FNMA Federal National Mortgage Association BMO 11/4/2024 7/21/2028 4.152 6,987,750.00 6,896,470.00 TSY US Treasury Bill BMO 6/24/2024 7/31/2028 4.288 4,970,283.82 4,967,250.00 TSY US Treasury Bill BMO 6/24/2024 5/31/2029 4.241 4,700,114.89 4,677,150.00 TSY US Treasury Bill BMO 12/6/2024 9/30/2029 4.032 4,965,625.00 4,893,550.00 Ckg Worker's Comp Account BMO 1/1/2025 - 50,000.00 50,000.00 Ckg Liability Account California Bank & Trust 1/1/2025 - 8,500.00 8,500.00 Cash Petty Cash City 1/1/2025 - 8,350.00 8,350.00

$ 181,458,891.51 $ 181,461,913.30
Average Weighted Yield to Maturity: 4.30%
Average Weighted Days to Maturity: 634.47
(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.

The Investment Program herein shown provides sufficient cash flow liquidity to meet six months estimated expenditures.

Signed: ________________________________
Finance Director
City of Cypress
Bank/Agent
10/31/2024 +RECEIPTS (DISBURSEMENTS) 11/30/2024 +RECEIPTS (DISBURSEMENTS) 12/31/2024

GENERAL
111/114 GENERAL FUND/GENERAL FUND-GRANTS $ 27,700,487 $ 3,923,099 $ (3,613,031) $ 28,010,555 $ 4,765,789 $ (3,224,343) $ 29,552,001

SPECIAL REVENUE
115 PANDEMIC RELIEF 6,276 - - 6,276 - - 6,276
212 CRPD-GENERAL FUND 10,611,341 5,889,877 (4,926,237) 11,574,981 4,202,380 (3,133,778) 12,643,583 213 CRPD-PARK DEVELOPMENT 616,580 - - 616,580 - - 616,580 221 TRAFFIC SAFETY 20,711 - - 20,711 11,824 - 32,535
230 STREETS 9,943,899 449,800 (13,734) 10,379,965 231,955 (540,023) 10,071,897 251 LIGHTING DISTRICT #2 6,039,600 303,456 (87,619) 6,255,437 445,559 (82,642) 6,618,354 261 STORM DRAIN 2,128,889 285,908 (24,174) 2,390,623 30,783 (26,484) 2,394,922 262 PLANNED LOCAL DRAINAGE FACILITY 1,136,351 - - 1,136,351 - - 1,136,351 271 CORP CNTR MAINT DISTRICT #1 185,534 - (2,146) 183,388 32,107 (17,728) 197,767 280 ASSET SEIZURE 1,314,299 347 (9,891) 1,304,755 - (7,055) 1,297,700 291 CABLE TV FRANCHISE AGREEMENT 846,355 15,963 - 862,318 - - 862,318 301 SUPPLEMENTAL LAW ENFORCEMENT 99,912 - (4,438) 95,474 - (9,598) 85,876 321 SEWER FUND 9,556,579 142,917 (66,195) 9,633,301 144,636 (142,637) 9,635,300 471 LOW AND MODERATE HSG ASSET 16,205 440 (430) 16,215 - (215) 16,000

CAPITAL PROJECTS
415 CITY CAPITAL PROJECTS 15,249,613 - (44,860) 15,204,753 - (56,487) 15,148,266 416 INFRASTRUCTURE RESERVE 58,712,157 - (3,756,571) 54,955,586 - (2,844,513) 52,111,073

TRUST AND AGENCY
600 TRUST AND AGENCY 1,886,597 20,827 (196,580) 1,710,844 26,200 (36,834) 1,700,210 611 BUSINESS ASSESSMENT DISTRICT - - - - - - -
612 CFD #1 ASSESSMENT DISTRICT 153,575 - - 153,575 - - 153,575 620 REC & COMM SERVICES FOUNDATION 35,368 - (226) 35,142 200 - 35,342

INTERNAL SERVICE
710 CENTRAL SERVICES 3,885,296 241,771 (256,004) 3,871,063 247,604 (172,816) 3,945,851 720 CAPITAL REPLACEMENT 16,147,382 57,597 (252,857) 15,952,122 62,484 (348,249) 15,666,357 730 TECHNOLOGY IMPROVEMENT 2,273,110 - - 2,273,110 - - 2,273,110 750 EMPLOYEE BENEFITS 3,608,244 1,957,205 (1,080,282) 4,485,167 1,337,253 (1,236,778) 4,585,642 760 LIABILITY SELF INSURANCE 1,776,926 55,266 - 1,832,192 55,266 - 1,887,458 770 WORKERS COMP SELF INSURANCE 3,515,452 94,218 (22,335) 3,587,335 62,926 (53,130) 3,597,131 OTHER
811/812 WESTCOMM JPA 5,276,016 119,341 (388,049) 5,007,308 509,591 (326,461) 5,190,438 $ 13,558,032 182,742,754 $ (14,745,659) $ 181,555,127 $ 12,183,335 $ (12,276,549) $ 181,461,913 $ Changes in Cash/Investments
City of Cypress
City of Cypress

INVESTMENTS AT MARKET VALUE BY MATURITY DATE
As of December 31, 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 Totals Percent CASH $ - 1,421,690 $ - $ - $ - $ - $ 1,421,690 $ 0.78%
FFCB - 6,970,100 17,055,820 9,963,300 4,986,500 4,999,700 43,975,420 24.23% FHLB - 2,982,690 9,759,134 10,042,266 - 14,610,003 37,394,092 20.61% FHLMC - - - 4,952,000 - - 4,952,000 2.73%
FNMA - - 3,613,593 6,896,470 - 10,510,063 5.79%
STATE POOL 54,111,298 - - - - - 54,111,298 29.82%
TSY 9,639,100 4,920,300 - - 4,967,250 9,570,700 29,097,350 16.03% Totals $ 9,639,100 70,406,078 $ 26,814,954 $ 28,571,158 $ 16,850,220 $ 29,180,403 $ 181,461,913 $ 100.00% Percent 38.80% 5.31% 14.78% 15.74% 9.29% 16.08% 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 $ 3,809,413 $ 2 CRPD City 11/13/23 TBD 2.00% 33,500,000 $ 26,445,253 $ Total Interfund Investments 30,254,666 $

CITY OF CYPRESS

INTERFUND INVESTMENTS
As of December 31, 2024
Note Outstanding
The City Infrastructure Reserve Fund issued a promissory note to the Cypress Recreation and Park District (CRPD) General Fund to pay up to $12.8 million for the construction of Lexington Park. Repayment by the CRPD will be made from future park development fees.

Construction is complete, with advances totaling $12,293,975. Repayments to date total $8,484,563.

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. The CRPD will repay $2 million annually from CRPD General Funds and future property taxes over the next 20 years. Advances to date total $26,445,253.

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 8.92% 27,390,000.00 $ 33,540,195.86 $ Total $ 27,390,000.00 $ 33,540,195.86
* 12-month period ending with the current month.

City of Cypress
Summary of Cash and Investments Held In Trust
As of December 31, 2024
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 8.

FROM: Matt Burton, Director of Finance and Administrative Services DATE: 01/27/2025
SUBJECT: Receive and File Register of Warrants, Transfers, and Wires Issued for the Period of October 12, 2024 through January 10, 2025

RECOMMENDATION
Receive and file the attached payment register summarized below for the period of October 12, 2024 through January 10, 2025:

Electronic Funds Transfers 16031 through 16532
Warrants 66430 through 67015
Payroll Transfers W1540 through W1547

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 typically presented each month at the second regularly scheduled meeting of the City Council. 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 October 12, 2024 through January 10, 2025 are $19,627,526.59.

LEGAL REVIEW
None required.

APPROVED BY: Peter Grant, City Manager
Attachments
Payment Register for the Period 10-12-24 through 01-10-25 EFT/ Warrant
Number Vendor Payment Amount Description Invoice Invoice Amount 16031 100505 - CITY OF CYPRESS-WORKERS COMP $ 5,835.64
Workers Comp Claims/Professional Svcs/#27753-27793 Reimb 10/25/24 $ 5,835.64 16032 100505 - CITY OF CYPRESS-WORKERS COMP $ 3,670.93
Workers Comp Claims/Medical/#27753-27793 Reimb-A 10/25/24 $ 3,670.93 16033 100505 - CITY OF CYPRESS-WORKERS COMP $ 4,033.04
Workers Comp Claims/Permanent Disability/#27753-27793 Reimb-B 10/25/24 $ 4,033.04 16034 100505 - CITY OF CYPRESS-WORKERS COMP $ 43.55
Workers Comp Claims/Temporary Disability/#27753-27793 Reimb-C 10/25/24 $ 43.55 16035 120801 - MISSION SQUARE - ICMA RETIREMENT TRUST - RHS $ 15,885.00 Monthly Retiree Health Savings 10/24 10/24 $ 15,885.00
16036 120801 - MISSION SQUARE - ICMA RETIREMENT TRUST - RHS $ 1,200.00 Deferred Comp/Exec Mgmt 10/24 401a-10/24 $ 1,200.00
16037 116005 - PERS - PUBLIC EMPLOYEES RETIREMENT SYS $ 182,486.96 Med Insurance/City & Dist 11/24 17710048 $ 182,486.96
16038 116005 - PERS - PUBLIC EMPLOYEES RETIREMENT SYS $ 15,231.63 Med Insurance/West Comm 11/24 17710288 $ 15,231.63
16039 1608 - ALARM PROGRAM SYSTEMS, LLC $ 595.80
PD Svc/Alarm Permit & False Alarm Collections 9/24 9/24 $ 595.80 16040 1247 - HINDERLITER, DE LLAMAS AND ASSOCIATES - HdL $ 1,628.10 Svc/Business License Tax Admin 9/24 SEPT24 $ 1,628.10
16041 145 - AUSTIN, CHERYL $ 56.52
W/C Retiree Health Care Benefits 11/24 11/24 $ 56.52
16042 128744 - AYRES, RICHARD $ 300.00
Retiree Health Care Benefits 11/24 11/24 $ 300.00
16043 102038 - BALDWIN, DARRELL $ 300.00
Retiree Health Care Benefits 11/24 11/24 $ 300.00
16044 102087 - BISH, EDWARD $ 300.00
Retiree Health Care Benefits 11/24 11/24 $ 300.00
16045 100101 - BRUCE, THOMAS M $ 300.00
Retiree Health Care Benefits 11/24 11/24 $ 300.00
16046 122419 - CLEMONS, MARK $ 1,050.00
Retiree Health Care Benefits 10/24 10/24 $ 350.00
Retiree Health Care Benefits 11/24 11/24 $ 350.00
Retiree Health Care Benefits 9/24 9/24 $ 350.00
16047 129695 - COTE, ROBERT $ 300.00
Retiree Health Care Benefits 11/24 11/24 $ 300.00
16048 128938 - COX, RODNEY $ 123.85
Retiree Health Care Benefits 11/24 11/24 $ 123.85
16049 104003 - ESSEX, CLARE $ 465.85
Retiree Health Care Benefits 11/24 11/24 $ 465.85
16050 129816 - FOSTER, SCOTT $ 300.00
Retiree Health Care Benefits 11/24 11/24 $ 300.00
16051 100667 - LASSALLE, ISMAEL $ 300.00
Retiree Health Care Benefits 11/24 11/24 $ 300.00
16052 123656 - MANUEL, DEAN $ 300.00
Retiree Health Care Benefits 11/24 11/24 $ 300.00
16053 129700 - MCSHANE, CHRIS $ 232.96
Retiree Health Care Benefits 11/24 11/24 $ 232.96
16054 2017 - MINIKUS, SCOTT $ 308.53
Reimb/Medical Premiums 11/24 11/24 $ 308.53
16055 128832 - MORALES, PAULO $ 300.00
Retiree Health Care Benefits 11/24 11/24 $ 300.00
16056 122 - MORROW, RICHARD L $ 300.00
Retiree Health Care Benefits 11/24 11/24 $ 300.00
City of Cypress
Payment Register
10/12/24 - 01/10/25

Page 1 of 52 ends

Cypress City CouncilJanuary 27, 2025

Cypress City Council
January 27, 2025