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06-02-14 Searchable packetCITY OF CUPERTINO AGENDA Monday, June 2, 2014 10350 Torre Avenue, Council Chamber CITY COUNCIL 6:45 PM PLEDGE OF ALLEGIANCE ROLL CALL CEREMONIAL MATTERS AND PRESENTATIONS 1.Subject: Certificate of appreciation recognizing the formation of a new State in India called Telangana Recommended Action: Present certificate to Telangana Cultural Association 2.Subject: Proclamation celebrating the World's Largest Swimming Lesson at Blackberry Farm Recommended Action: Present proclamation 3.Subject: Sunny View Retirement Community 50th Anniversary Recommended Action: Present proclamation 4.Subject: Cupertino Historical Society update Recommended Action: Receive update POSTPONEMENTS ORAL COMMUNICATIONS This portion of the meeting is reserved for persons wishing to address the council on any matter not on the agenda. Speakers are limited to three (3) minutes. In most cases, State law will prohibit the council from making any decisions with respect to a matter not listed on the agenda. CONSENT CALENDAR Unless there are separate discussions and/or actions requested by council, staff or a member of the public, it is requested that items under the Consent Calendar be acted on simultaneously. Page 1 CITY OF CUPERTINO June 2, 2014City Council AGENDA 5.Subject: Approve the May 13 City Council minutes Recommended Action: Approve the minutes A - Draft Minutes 6.Subject: Approve the May 20 City Council minutes Recommended Action: Approve the minutes A - Draft Minutes 7.Subject: Accept Accounts Payable for period ending April 4, 2014 Recommended Action: Adopt Resolution No. 14-157 accepting Accounts Payable for period ending April 4, 2014 A - Draft Resolution B - AP Register 8.Subject: Treasurer and Deputy Treasurer Appointments Recommended Action: Adopt Resolution No. 14-158 appointing the Treasurer and Deputy Treasurer Staff Report A - Draft Resolution 9.Subject: Adopt a resolution calling a General Municipal Election on Nov. 4, 2014 to fill three City Council seats Recommended Action: Adopt Resolution No. 14-159 calling the election Staff Report A - Draft Resolution 10.Subject: County of Santa Clara HOME Investment Partnerships Program (HOME) Consortium Recommended Action: Adopt Resolution No. 14-160 approving the City’s participation in the County of Santa Clara HOME Investment Partnerships Program (HOME) Consortium Staff Report A - Draft Resolution B - Santa Clara County HOME Consortium Agreement Page 2 CITY OF CUPERTINO June 2, 2014City Council AGENDA 11.Subject: Community Development Block Grant (CDBG) loan extension for 10526 Sterling Boulevard Recommended Action: Adopt Resolution No. 14-161 approving the CDBG loan extension for 10526 Sterling Boulevard Staff Report A - Draft Resolution B - Promissory Note C - Deed of Trust D - Amendment Loan Agreement E - Reconveyance SECOND READING OF ORDINANCES 12.Subject: Foothill Live-Work development project, second reading Recommended Action: Conduct the second reading and enact Ordinance No. 14-2119: “An Ordinance of the Cupertino City Council approving the rezoning of a .87 gross acre parcel from P(CG) - Planned Development General Commercial to P(CG, Res) - Planned Development General Commercial and Residential, located at 10121 North Foothill Boulevard.” Staff Report A - Ordinance 14-2119 PUBLIC HEARINGS ORDINANCES AND ACTION ITEMS 13.Subject: Brush abatement for public nuisance and potential fire hazard Recommended Action: Remove this item from the agenda since no parcels are on the list Staff Report 14.Subject: Authorize the City Manager to execute an agreement with New World Systems for the replacement of the city-wide Finance, Human Resources and Payroll system Recommended Action: Authorize the City Manager to execute an agreement with New World Systems for the replacement of the Pentamation system in the amount of $561,060 for licensing and implementation and $65,000 annually for software maintenance for five years for a total five-year non-to-exceed amount of $821,060 Staff Report A - Draft Agreement B - Appendix 1 - Statment of Work Page 3 CITY OF CUPERTINO June 2, 2014City Council AGENDA 15.Subject: Consider changes to Teen Commission recruitment process Recommended Action: Direct staff to prepare a draft resolution noting any changes Council would like to make to the Teen Commission recruitment process Staff Report A - Approved Resolution No. 09-115 REPORTS BY COUNCIL AND STAFF ADJOURNMENT The City of Cupertino has adopted the provisions of Code of Civil Procedure §1094.6; litigation challenging a final decision of the City Council must be brought within 90 days after a decision is announced unless a shorter time is required by State or Federal law. Prior to seeking judicial review of any adjudicatory (quasi-judicial) decision, interested persons must file a petition for reconsideration within ten calendar days of the date the City Clerk mails notice of the City’s decision. Reconsideration petitions must comply with the requirements of Cupertino Municipal Code §2.08.096. Contact the City Clerk’s office for more information or go to http://www.cupertino.org/index.aspx?page=125 for a reconsideration petition form. In compliance with the Americans with Disabilities Act (ADA), the City of Cupertino will make reasonable efforts to accommodate persons with qualified disabilities. If you require special assistance, please contact the city clerk’s office at 408-777-3223 at least 48 hours in advance of the meeting. Any writings or documents provided to a majority of the Cupertino City Council after publication of the packet will be made available for public inspection in the City Clerk’s Office located at City Hall, 10300 Torre Avenue, during normal business hours and in Council packet archives linked from the agenda/minutes page on the Cupertino web site. Page 4 CITY OF CUPERTINO CITY OF CUPERTINO Legislation Details (With Text) File #: Version:114-0096 Name: Status:Type:Ceremonial Matters & Presentations Agenda Ready File created:In control:5/1/2014 City Council On agenda:Final action:6/2/2014 Title:Subject: Certificate of appreciation recognizing the formation of a new State in India called Telangana Sponsors: Indexes: Code sections: Attachments: Action ByDate Action ResultVer. City Council6/2/2014 1 Subject: Certificate of appreciation recognizing the formation of a new State in India called Telangana Present certificate to Telegana Cultural Association CITY OF CUPERTINO Printed on 5/28/2014Page 1 of 1 powered by Legistar™ CITY OF CUPERTINO Legislation Details (With Text) File #: Version:114-0112 Name: Status:Type:Ceremonial Matters & Presentations Agenda Ready File created:In control:5/19/2014 City Council On agenda:Final action:6/2/2014 Title:Subject: Proclamation celebrating the World's Largest Swimming Lesson at Blackberry Farm Sponsors: Indexes: Code sections: Attachments: Action ByDate Action ResultVer. City Council6/2/2014 1 Subject: Proclamation celebrating the World's Largest Swimming Lesson at Blackberry Farm Present proclamation CITY OF CUPERTINO Printed on 5/28/2014Page 1 of 1 powered by Legistar™ CITY OF CUPERTINO Legislation Details (With Text) File #: Version:114-0207 Name: Status:Type:Ceremonial Matters & Presentations Agenda Ready File created:In control:5/27/2014 City Council On agenda:Final action:6/2/2014 Title:Subject: Sunny View Retirement Community 50th Anniversary Sponsors: Indexes: Code sections: Attachments: Action ByDate Action ResultVer. City Council6/2/2014 1 Subject: Sunny View Retirement Community 50th Anniversary Present proclamation CITY OF CUPERTINO Printed on 5/28/2014Page 1 of 1 powered by Legistar™ CITY OF CUPERTINO Legislation Details (With Text) File #: Version:114-0107 Name: Status:Type:Ceremonial Matters & Presentations Agenda Ready File created:In control:5/15/2014 City Council On agenda:Final action:6/2/2014 Title:Subject: Cupertino Historical Society update Sponsors: Indexes: Code sections: Attachments: Action ByDate Action ResultVer. City Council6/2/2014 1 Subject: Cupertino Historical Society update Receive update CITY OF CUPERTINO Printed on 5/28/2014Page 1 of 1 powered by Legistar™ CITY OF CUPERTINO Legislation Details (With Text) File #: Version:114-0119 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:5/19/2014 City Council On agenda:Final action:6/2/2014 Title:Subject: Approve the May 13 City Council minutes Sponsors: Indexes: Code sections: Attachments:A - Draft Minutes Action ByDate Action ResultVer. City Council6/2/2014 1 Subject: Approve the May 13 City Council minutes Approve the minutes CITY OF CUPERTINO Printed on 5/28/2014Page 1 of 1 powered by Legistar™ MINUTES CUPERTINO CITY COUNCIL Special Meeting Tuesday, May 13, 2014 CITY COUNCIL MEETING ROLL CALL At 5:03 p.m. Mayor Gilbert Wong called the City Council meeting to order. Present: Mayor Gilbert Wong, Vice Mayor Rod Sinks, and Council members Barry Chang, Orrin Mahoney, and Mark Santoro. Absent: None. STUDY SESSION 1. Subject: Study session regarding the Fiscal Year 2014-2015 Budget Recommended Action: Conduct the Budget study session Written communications for this item included a staff PowerPoint presentation on the proposed budget and current and proposed FY2015 CIP projects. A. Budget Message/Overview of FY 2014-2015 Proposed Budget City Manager David Brandt gave a brief overview of the meeting agenda, and reviewed the following from the PowerPoint presentation: changes to the organization; changes to the budget and process; Apple Campus 2 revenues (item B on agenda). Interim Director of Administrative Services Kristina Alfaro continued the PowerPoint presentation and highlighted the following: General Fund operating revenues and expenditures; Fund Balance forecast; FY 14-15 recommended expenditures. Tuesday, May 13, 2014 Cupertino City Council B. Review of Pass-Thru Revenues/Expenses This was discussed as noted above. C. Departmental Budgets:  Council and Commissions  Administration/City Attorney  Law Enforcement  Public Affairs  Administrative Services  Parks and Recreation  Community Development  Public Works Ms. Alfaro continued the PowerPoint presentation reviewing each department budget, staffing requests, issues and challenges, and next steps. Council recessed from 6:45 to 7:10 p.m. D. 5 Year Capital Improvement Program (CIP) Director of Public Works Timm Borden reviewed the proposed FY 2015 CIP via a PowerPoint Presentation highlighting the following: completed projects; projects scheduled for FY 2015; currently funded projects, proposed new projects in priority levels; and unfunded projects for future consideration. E. Questions and Answers Council asked staff questions on the proposed budget. F. Public Comments Diana Argabrite, Director of the De Anza College Euphrat Museum thanked Council for previous support and asked for support for next year. She highlighted the programs the museum sponsored this past year and future programs. Jennifer Griffin thanked Council for its support for the community. She noted a concern at the intersection of Lawrence and 280 which may affect the trail. Tuesday, May 13, 2014 Cupertino City Council G. Council Comments The following information was requested by Council for staff follow-up:  Flow of funds chart showing total expenditures and funding sources by department  Updated base budget chart showing transfers out  Community Funding matrix  Pre-School program information  Case Manger program information for other cities in the County ORAL COMMUNICATIONS - None ADJOURNMENT At 7:55 p.m., Mayor Wong adjourned the meeting. _______________________ Grace Schmidt, City Clerk Staff reports, backup materials, and items distributed at the City Council meeting are available for review at the City Clerk’s Office, 777-3223, and also on the Internet at www.cupertino.org. Click on Agendas & Minutes, then click on the appropriate Packet. Most Council meetings are shown live on Comcast Channel 26 and AT&T U -verse Channel 99 and are available at your convenience at www.cupertino.org. Click on Agendas & Minutes, then click Archived Webcast. Videotapes are available at the Cupertino Library, or may be purchased from the Cupertino City Channel, 777-2364. The next regular City Council meeting will be Tuesday, May 20, 2014 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:114-0120 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:5/19/2014 City Council On agenda:Final action:6/2/2014 Title:Subject: Approve the May 20 City Council minutes Sponsors: Indexes: Code sections: Attachments:A - Draft Minutes Action ByDate Action ResultVer. City Council6/2/2014 1 Subject: Approve the May 20 City Council minutes Approve the minutes CITY OF CUPERTINO Printed on 5/28/2014Page 1 of 1 powered by Legistar™ DRAFT MINUTES CUPERTINO CITY COUNCIL Regular Meeting Tuesday, May 20, 2014 CITY COUNCIL MEETING PLEDGE OF ALLEGIANCE At 6:45 p.m. Mayor Gilbert Wong called the regular City Council meeting to order in the Community Hall Council Chamber, 10350 Torre Avenue, Cupertino, CA and led the Pledge of Allegiance. ROLL CALL Present: Mayor Gilbert Wong, Vice Mayor Rod Sinks, and Council members Barry Chang, Orrin Mahoney, and Mark Santoro. Absent: None. CEREMONIAL MATTERS AND PRESENTATIONS 1. Subject: Presentation by Hsinchu Sister City Committee regarding recent trip Recommended Action: Receive presentation Hsinchu Sister City Committee President Chia-Ching Lin (student delegation), chaperones, students, and Hsinchu Sister City Committee Vice President Janice Sung (adult delegation) talked about their highlights and experiences from the recent trip to Hsinchu. The group presented a slideshow highlighting the Mayor’s trip and offered gifts to the City of Cupertino. Mayor Wong presented letters of appreciation to the students. 2. Subject: Proclamation for May 16th through May 23rd as Santa Clara County Affordable Housing Week Recommended Action: Present proclamation Tuesday, May 20, 2014 Cupertino City Council Mayor Wong presented the proclamation to Allison Frost from the Housing Trust of Silicon Valley and representatives from Project Sentinel and West Valley Community Services. 3. Subject: Proclamation to recognize and acknowledge Public Works Week in Cupertino Recommended Action: Present proclamation Mayor Wong presented the proclamation to Director of Public Works Timm Borden. POSTPONEMENTS - None ORAL COMMUNICATIONS Esther Shao requested that Council allow the Cupertino Memorial Park committee to designate an area in Memorial Park as a genocide memorial site and to approve a project to construct a Pacific war memorial monument in the newly designated site. She noted that this request would replace the initial proposal made by Larry Tan in December 2013. The following individuals spoke in support of the request made by Esther Shao: Kefe Wang Sunny Zhang Ann Woo Jane Chen Albert Fang Larry Tan Ignatius Ding (distributed a handout) Darcy Paul, President of the Cupertino Chamber of Commerce invited everyone to the Chamber’s 60th anniversary Taste of Cupertino event at Vallco Mall on May 31 from 4:30 to 6:30 p.m. CONSENT CALENDAR Mahoney moved and Sinks seconded to approve the items on the Consent Calendar as presented. Ayes: Chang, Mahoney, Santoro, Sinks, and Wong. Noes: None. Abstain: None. Absent: None. Tuesday, May 20, 2014 Cupertino City Council 4. Subject: Approve the May 6 City Council minutes Recommended Action: Approve the minutes 5. Subject: Accept Accounts Payable for period ending April 18, 2014 Recommended Action: Adopt Resolution No. 14-148 accepting Accounts Payable for period ending April 18, 2014 6. Subject: Accept Accounts Payable for period ending April 25, 2014 Recommended Action: Adopt Resolution No. 14-149 accepting Accounts Payable for period ending April 25, 2014 7. Subject: Consideration and approval of the Third Quarter Financial Report for Fiscal Year 2013-2014 Recommended Action: 1. Accept the City Manager’s Third Quarter Financial Report for Fiscal Year 2013-2014; 2. Adopt Resolution No 14-150 approving Third Quarter Budget adjustments 8. Subject: City Project, Stevens Creek Corridor Park and Restoration Phase 2, Project No. 9134 Recommended Action: 1. Accept construction work completed by Robert A. Bothman, Inc; and 2. Authorize an amendment to the agreement with SSA Landscape Architects for additional services for an amount not to exceed $26,500; and 3. Authorize use of grant monies from the Santa Clara Valley Transportation Authority “Project Readiness Initiative” program to reimburse eligible expenses, increasing the allocation to this project from $22,000 to a maximum of $34,534 9. Subject: 2013 STP Overlay Project, Project No. 2013-04 Recommended Action: Authorize the City Manager to award a contract to O’Grady Paving Company, Inc., in the amount of $1,002,968 for base bid and add alternate number one; and approve a construction contingency of $150,000, for a total of $1,152,968 10. Subject: Declare brush to be a public nuisance and potential fire hazard and set hearing for June 2 for objections to proposed removal Recommended Action: Adopt Resolution No. 14-151 declaring brush to be a public nuisance and potential fire hazard and setting the hearing date for June 2 11. Subject: Resignation of Housing Commissioner (Financial Representative) Jimmy Chien Recommended Action: Accept resignation and direct staff to recruit for the vacancy Tuesday, May 20, 2014 Cupertino City Council SECOND READING OF ORDINANCES - None PUBLIC HEARINGS 12. Subject: Tree removal permit to allow the removal and replacement of trees that are unhealthy, in conflict with utilities, and/or not suitable for preservation as part of the Main Street Project Recommended Action: 1. Adopt Resolution No. 14-152 approving (TR-2014-17) the removal and replacement of 24 private non-specimen trees (23 Shamel Ash and 1 Chinese Elm) for the Main Street Project; and 2. Provide input to the Public Works Department regarding the proposed removal and replacement of 48 public, non- specimen street trees (45 Shamel Ash and 3 Autumn Purple White Ash) for the Main Street Project Description: Application No(s): TR-2014-17; Applicant(s): Gary Laymon (Kevin Dare/Sandhill Properties); Location: Main Street (Steve ns Creek Blvd @ Finch Ave); Tree Removal permit to allow the removal and replacement of trees that are unhealthy in conflict with utilities/infrastructure and/or not suitable for preservation for the Main Street Cupertino project Written communications for this item included an email from Director of Public Works Timm Borden and a staff PowerPoint presentation. Assistant Director of Community Development Gary Chao reviewed the staff report via a PowerPoint presentation. Applicant Gary Lymon with Guzzardo Partnership reviewed the project via a PowerPoint presentation. Jennifer Griffin asked to have Shamel Ash trees planted on Tantau and to plant large trees in the project area as soon as possible during the stating period. Lisa Warren said that the public trees don’t seem to have any impact on the proje ct and shouldn’t be considered at this time. She asked that the trees not be removed until things are finalized. Darcy Paul left a note on his speaker card remarking on behalf of the Cupertino Chamber of Commerce, he supports granting the permit to remove the trees and that the project is important for Cupertino’s economy. Tuesday, May 20, 2014 Cupertino City Council Mahoney moved to adopt Resolution No. 14-152 approving (TR-2014-17) the removal and replacement of 24 private non-specimen trees (23 Shamel Ash and 1 Chinese Elm) for the Main Street Project with an amendment to remove in lieu fee wording in the resolution and have staff minimize the down period between removal and replacement planting. Chang offered a friendly amendment to replace some of the replacement species with Oak trees as appropriate. Mahoney accepted the friendly amendment and Chang seconded the motion. Sinks offered a friendly amendment to establish the difference between the value of a tree per the fee schedule vs. the cost of a new tree to contribute toward the public street tree fund. Mahoney noted that he would be okay with 50% of that value. Chang did not accept the 50% without knowing the cost. Mahoney amended his motion to include 50% of the value up to $75,000 and Chang accepted the amendment. The motion carried unanimously. Council also provided input to the public works department regarding the proposed removal and replacement of 48 public, non-specimen street trees (45 shamel ash and 3 autumn purple white ash) for the main street project as per staff recommendation. Council recessed from 9:40 to 10:05 p.m. 13. Subject: Foothill Live/Work development project Recommended Action: A) Approve Mitigated Negative Declaration EA-2014-01; and B) Conduct the first reading of Ordinance No. 14-2119: “An Ordinance of the Cupertino City Council approving the Rezoning of a .87 gross acre parcel from P(CG) – Planned Development General Commercial to P(CG, Res) – Planned Development General Commercial and Residential, located at 10121 N. Foothill Blvd,” Z-2014-01; and C) Adopt Resolution No. 14-153 approving Tentative Map TM-2014-01; and D) Adopt Resolution No. 14-154 approving Development Permit DP-2014-02; and E) Adopt Resolution No. 14-155 approving Architectural and Site Approval ASA-2014-02; and F) Adopt Resolution No. 14-156 approving Tree Removal Permit TR-2014-08 Description: Application No(s): DP-2014-02, ASA-2014-02, TM-2014-01, TR-2014-08, Z-2014-01 (EA-2014-01); Applicant(s): Tate Development (Foothill Auto Service & Detail, Inc); Location: 10121 N Foothill Blvd APN# 342-32-070; Development Permit to allow the demolition of an abandoned automobile service station and construct six residential units, including five live-work units with detached workspaces, along Tuesday, May 20, 2014 Cupertino City Council with associated site and off-site improvements; Architectural and Site Approval to allow the demolition of an abandoned automobile service station and construct six residential units, including five live-work units with detached workspaces, along with associated site and off-site improvements; Tentative Map to subdivide a .66 net acre parcel into six residential lots and one common area lot; Tree Removal Permit to allow the removal and replacement of five Monterey Pine trees; Rezoning of a .87 gross acre parcel from Planned Development General Commercial – P(CG) to Planned Development General Commercial and Residential – P(CG, Res); Mitigated Negative Declaration Written communications for this item included resident emails, statement from the applicant regarding additional privacy modifications to the design, updated plan exhibits, and a staff PowerPoint presentation. Associate Planner George Schroeder reviewed the staff report via a PowerPoint presentation. Applicant Ron Tate said that he agreed with staff recommendation. David Doyle said that the project isn’t typical for Cupertino as far as height, density, or parking and the work units would need to be an enforcement issue so they don’t turn into other uses. He also noted that retail in Cupertino would suffer because of the price per square foot. Sunil Baliga asked to keep retail in the area. Jeff Ploshay expressed concern with tree screening for privacy on Unit D, density of the live-work units, and parking on Silver Oak Way. Sam Nazhand expressed concern about Unit 6 regarding view, privacy, and sunlight, and also noted that density and parking would be an issue. John Machado said that this site is not good for retail due to lack of access and density in the area, and that mixed use is a better alternative. He also noted that there would not be enough traffic volume at the intersection to support retail. Chang moved and Mahoney seconded to approve Mitigated Negative Declaration EA-2014-01. The motion carried with Santoro voting no. Sinks moved and Chang seconded to adopt Resolution No. 14 -153 approving Tentative Map TM-2014-01, Resolution No. 14-154 approving Development Permit Tuesday, May 20, 2014 Cupertino City Council DP-2014-02, Resolution No. 14-155 approving Architectural and Site Approval ASA- 2014-02, and Resolution No. 14-156 approving Tree Removal Permit TR-2014-08 with the following conditions:  Superseded Condition Nos. 9(j)(i) and 9(j)(ii) of Planning Commission Resolution No. 6734 to state, “Five (5) guest parking spaces shall be reserved for workspace patrons and allowable incidental employees only during the hours of 7 am to 6 pm, Monday through Friday. The five (5) reserved guest parking stalls shall be open to all parties during the hours of 6 pm to 7 am, Monday through Friday and 24 hours a day on weekends and holidays.”  The applicant shall work with the affected neighboring property owners along the west and south property lines to determine the acceptable trimming and maintenance height of the new privacy trees/shrubs along the west and south property lines. The CC&R’s shall reflect the acceptable trimming and maintenance heights.  The CC&R’s shall require property owners of the live-work units to obtain and maintain a City business license in order to utilize the workspaces. Failure to do so would be a violation of the Development Permit and CC&R’s and would result in further code enforcement action by the City. The motion carried with Santoro voting no. Chang moved and Mahoney seconded to read Ordinance No. 14-2119 by title only and that the City Clerk’s reading would constitute the first reading thereof. Ayes: Chang, Mahoney, Sinks, and Wong. Noes: Santoro. Abstain: None. Absent: None. ORDINANCES AND ACTION ITEMS 14. Subject: Designate voting delegate and alternates for League of California Cities Annual Conference September 3-5 in Los Angeles Recommended Action: Designate voting delegate and up to two alternates Mahoney moved and Chang seconded to designate Wong as voting delegate and Sinks as alternates for the League of California Cities Annual Conference September 3-5 in Los Angeles. The motion carried unanimously. REPORTS BY COUNCIL AND STAFF City Manager David Brandt reminded everyone about the groundbreaking ceremony for the new Environmental Education Center at 4:00 p.m. on May 21 at McClellan Ranch. Tuesday, May 20, 2014 Cupertino City Council Chang asked to agendize the request noted under Oral Communications. There was no second vote to agendize the item. Sinks and Chang agreed to have AB2013 regarding high occupancy vehicle lanes go through the Cupertino Legislative committee first before possibly coming to Council for discussion. Council members highlighted the activities of their committees and various community events. ADJOURNMENT At 12:10 a.m. on Wednesday, May 21, Mayor Wong adjourned the meeting to Tuesday, May 27 beginning at 3:30 p.m. for Teen Commission interviews, Cuper tino City Hall Conference Room A, 10300 Torre Avenue. _______________________________ Grace Schmidt, City Clerk Staff reports, backup materials, and items distributed at the City Council meeting are available for review at the City Clerk’s Office, 777-3223, and also on the Internet at www.cupertino.org. Click on Agendas & Minutes, then click on the appropriate Packet. Most Council meetings are shown live on Comcast Channel 26 and AT&T U -verse Channel 99 and are available at your convenience at www.cupertino.org. Click on Agendas & Minutes, then click Archived Webcast. Videotapes are available at the Cupertino Library, or may be purchased from the Cupertino City Channel, 777-2364. CITY OF CUPERTINO Legislation Details (With Text) File #: Version:114-0191 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:5/20/2014 City Council On agenda:Final action:6/2/2014 Title:Subject: Accept Accounts Payable for period ending April 4, 2014 Sponsors: Indexes: Code sections: Attachments:A - Draft Resolution B - AP Register Action ByDate Action ResultVer. City Council6/2/2014 1 Subject: Accept Accounts Payable for period ending April 4, 2014 Adopt Resolution No. 14-157 accepting Accounts Payable for period ending April 4, 2014 CITY OF CUPERTINO Printed on 5/28/2014Page 1 of 1 powered by Legistar™ RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO ALLOWING CERTAIN CLAIMS AND DEMANDS PAYABLE IN THE AMOUNTS AND FROM THE FUNDS AS HEREINAFTER DESCRIBED FOR GENERAL AND MISCELLANEOUS EXPENDITURES FOR THE PERIOD ENDING April 4, 2014 WHEREAS, the Director of Administrative Services or her designated representative has certified to accuracy of the following claims and demands and to the availability of funds for payment hereof; and WHEREAS, the said claims and demands have been audited as required by law. NOW, THEREFORE, BE IT RESOLVED, that the City Council hereby allows the following claims and demands in the amounts and from the funds as hereinafter set forth in Exhibit “A”. CERTIFIED: Sheila Mohan, Interim Finance Director PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this _____day of ____________, 2014, by the following vote: Vote Members of the City Council AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED: _________________________ ________________________ Grace Schmidt, City Clerk Mayor Gilbert Wong, City of Cupertino CITY OF CUPERTINO Legislation Details (With Text) File #: Version:114-0105 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:5/13/2014 City Council On agenda:Final action:6/2/2014 Title:Subject: Treasurer and Deputy Treasurer Appointments Sponsors: Indexes: Code sections: Attachments:Staff Report A - Draft Resolution Action ByDate Action ResultVer. City Council6/2/2014 1 Subject: Treasurer and Deputy Treasurer Appointments Adopt Resolution No. 14-158 appointing the Treasurer and Deputy Treasurer CITY OF CUPERTINO Printed on 5/28/2014Page 1 of 1 powered by Legistar™ ADMINISTRATIVE SERVICES DEPARTMENT CITY HALL 10 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3227 www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: June 2, 2014 Subject Treasurer and Deputy Treasurer Appointments Recommended Action Adopt Resolution No. 14- Description Appointment of the City Treasurer and Deputy Treasurer Discussion Chapter 730 of the statutes of 1976 Section 16429.1 was added to the California Government Code to create a Local Agency Investment Fund in the State Treasury. This Section requires government agencies to appoint a treasurer and deputy treasurer on an annual basis. Cupertino Municipal Code Chapter 2.24 also governs the duties and responsibilities of the City Treasurer. The attached resolution appointments Kristina Alfaro, Interim Director of Administrative Services, and Lisa Taitano, Finance Manager, as the City’s Treasurer and Deputy Treasurer, respectively. Fiscal Impact None _____________________________________ Prepared by: Kristina Alfaro, Interim Director of Administrative Services Approved for Submission by: David Brandt, City Manager Attachment: Draft Resolution RESOLUTION NO. 14- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO RESCINDING RESOLUTION NO. 13-014 AND APPOINTING TREASURER AND DEPUTY TREASURER WHEREAS, the City has available funds to invest in accordance with principles of sound treasury management; and WHEREAS, the City annually adopts an investment policy; and WHEREAS, the City invests funds in accordance with provisions of California Government Code Section 53600; and NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of Cupertino hereby rescinds Resolution No. 13-014 and appoints Kristina Alfaro as City Treasurer and Lisa Taitano as Deputy Treasurer; and BE IT FURTHER RESOLVED that the City Treasurer shall have all of the duties and responsibilities under Cupertino Municipal Code Chapter 2.24 and is further empowered and specifically authorized to invest and reinvest City funds in accordance with California Government Code Section 53600, and following; to buy, sell, trade and deal in authorized securities on margin or otherwise in connection therewith and to pledge any and all securities for future delivery thereof. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this day of June 2014 by the following vote: Vote Members of the City Council AYES: NOES: ABSENT: ABSTAIN: APPROVED: Gilbert Wong, Mayor, City of Cupertino ATTEST: Grace Schmidt, City Clerk CITY OF CUPERTINO Legislation Details (With Text) File #: Version:114-0118 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:5/19/2014 City Council On agenda:Final action:6/2/2014 Title:Subject: Adopt a resolution calling a General Municipal Election on Nov. 4, 2014 to fill three City Council seats Sponsors: Indexes: Code sections: Attachments:Staff Report A - Draft Resolution Action ByDate Action ResultVer. City Council6/2/2014 1 Subject: Adopt a resolution calling a General Municipal Election on Nov. 4, 2014 to fill three City Council seats Adopt Resolution No. 14-159 calling the election CITY OF CUPERTINO Printed on 5/28/2014Page 1 of 1 powered by Legistar™ OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3223 www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: June 2, 2014 Subject Adopt a resolution calling a General Municipal Election on Nov. 4, 2014, to fill three City Council seats. Recommended Action Adopt draft resolution as presented by staff. Description Council member Orrin Mahoney will be termed out, and Council members Barry Chang and Mark Santoro are eligible to run for one additional four-year term. Discussion Cupertino elections take place in November of even-numbered years. The City contracts with the County of Santa Clara Registrar of Voters’ Office to provide services such as ballot printing, precinct set-up, and vote counting. July 2 is the deadline for submitting the City’s resolution to request those services. Fiscal Impact The estimated cost of the election is $72,400 and is included in the FY 2014 -2015 proposed budget. _____________________________________ Prepared by: Grace Schmidt, City Clerk Approved for Submission by: David Brandt, City Manager Attachments: A - Draft Resolution RESOLUTION NO. 14- A RESOLUTION OF THE CUPERTINO CITY COUNCIL CALLING FOR A GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 4, 2014, REQUESTING CONSOLIDATION WITH OTHER NOVEMBER ELECTIONS, AND REQUESTING THAT THE REGISTRAR OF VOTERS CONDUCT THE ELECTION AND CANVASS THE VOTES WHEREAS, November 4, 2014, is the date set by law for the election of Council members and for any City measure(s); and WHEREAS, the City Clerk is enjoined by law to take all steps necessary for the holding of said election; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cupertino: 1. A General Municipal Election is called for November 4, 2014, to fill the three City Council seats now occupied by Council members Barry Chang, Orrin Mahoney, and Mark Santoro. 2. The City of Cupertino requests that the Registrar of Voters of Santa Clara County conduct the elections and canvass the returns. The Registrar shall be reimbursed for all costs incurred by said services; 3. The City of Cupertino requests that said election be consolidated with other November elections, and agrees that this governing body consents to such consolidation; 4. The City Clerk is hereby authorized and directed to certify to the adoption of this resolution, and to transmit a certified copy to the Registrar of Voters and to the Board of Supervisors of Santa Clara County. 5. The City Clerk is authorized and directed to publish a notice of election within the time and in the manner specified in California Elections Code 12110. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 2nd day of June, 2014, by the following vote: Vote Members of the City Council AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED: _______________________ _____________________ Grace Schmidt, City Clerk Gilbert Wong, Mayor CITY OF CUPERTINO Legislation Details (With Text) File #: Version:114-0115 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:5/19/2014 City Council On agenda:Final action:6/2/2014 Title:Subject: County of Santa Clara HOME Investment Partnerships Program (HOME) Consortium Sponsors: Indexes: Code sections: Attachments:Staff Report A - Draft Resolution B - Santa Clara County HOME Consortium Agreement Action ByDate Action ResultVer. City Council6/2/2014 1 Subject: County of Santa Clara HOME Investment Partnerships Program (HOME) Consortium Adopt Resolution No.14-160 approving the City’s participation in the County of Santa Clara HOME Investment Partnerships Program (HOME) Consortium CITY OF CUPERTINO Printed on 5/28/2014Page 1 of 1 powered by Legistar™ COMMUNITY DEVELOPMENT DEPARTMENT CITY HALL 10 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3308 • www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: June 2, 2014 Subject County of Santa Clara HOME Investment Partnerships Program (HOME) Consortium Recommended Action Adopt Resolution No. 14-____ approving the City’s participation in the County of Santa Clara HOME Investment Partnerships Program (HOME) Consortium. Discussion The County of Santa Clara coordinated with the cities of Cupertino, Gilroy and Palo Alto, who currently do not receive United States Department of Housing and Urban Development (HUD) HOME entitlement funding, regarding the formation a new HOME Consortium. In order to qualify for HOME entitlement funding a local jurisdiction must be eligible to receive at least $500,000 on its own under a HUD formula grant ($335,000 in years when Congress appropriates less than $1.5 billion for HOME). The cities of Cupertino, Gilroy, and Palo Alto do not qualify on their own as HOME entitlement jurisdictions based on the HUD formula grant. Jurisdictions that do not qualify as a HOME entitlement jurisdiction on their own have the option to join neighboring jurisdictions in a legally binding consortium whose members combined would meet the threshold for direct funding. By forming a new HOME Consortium with the County of Santa Clara the cities of Cupertino, Gilroy, and Palo Alto would be making their geographic area eligible for HOME funding. The County of Santa Clara currently administers an existing Community Development Block Grant (CDBG) and HOME Joint Powers Agreement (JPA) on behalf of the cities of Campbell, Morgan Hill, Los Gatos, Saratoga, Monte Sereno, Los Altos and Los Altos Hills. These cities have participated in the CDBG Program since 1976 and in the HOME portion of the Program since 1992. Through this existing regional partnership, the County of Santa Clara receives approximately $400,000 annually in HOME funds. The County of Santa Clara is proposing to form an additional HOME Consortium with the cities of Cupertino, Gilroy, and Palo Alto that will complement the existing HOME Program. The new HOME Consortium is being proposed as a separate agreement because that is what is required of the County by HUD. Additionally, the City of Cupertino is a CDBG entitlement jurisdiction and it would not be appropriate for the City to join the existing CDBG/HOME JPA partnership unless the County administered Page 2 of 4 County of Santa Clara HOME Investment Partnerships Program (HOME) Consortium June 2, 2014 the City’s CDBG funds. In addition, the new HOME Consortium members are completing a new application process with HUD, while the existing CDBG/HOME JPA are under an existing and separate application. The County’s existing CDBG/HOME JPA term is from October 1, 2011 to September 30, 2014 and the County is in the process of renewing that agreement. The new proposed HOME Consortium term will be from October 1, 2014 to September 30, 2017. If the cities of Cupertino, Gilroy, and Palo Alto form a new HOME Consortium with the County of Santa Clara there will be a total of ten participating jurisdictions between two County HOME Consortiums. Although there will be two separate HOME Consortiums the County will receive one entitlement grant annually. Therefore if the number of participating jurisdictions increases from seven cities to ten cities the County’s total HOME entitlement allocation will also increase from approximately $400,000 to $750,000 annually. With a proposed $750,000 annual HOME entitlement allocation the County of Santa Clara anticipates being able to fund one to two affordable housing projects annually within the participating jurisdictions. Eligible HOME activities include, but are not limited to; acquisition, construction, rehabilitation and tenant based rental assistance (TBRA). In years one and two of the new three year HOME Consortium agreement the County intends to prioritize HOME funds for “shovel ready” affordable housing projects within participating jurisdictions. In year three of the proposed new HOME Consortium agreement the County intends to allocate a portion of HOME funds for tenant based rental assistance (TBRA). The benefit to the cities of Cupertino, Gilroy, and Palo Alto would be that the geographical area now becomes eligible for prospective developers of affordable housing projects. For example, should a housing developer be looking to newly construct, acquire or rehabilitate an affordable housing project in the City of Cupertino the developer can apply directly to the County of Santa Clara for HOME funds for their project in Cupertino since Cupertino’s geographic area would be eligible. Another benefit to the cities of Cupertino, Gilroy, and Palo Alto is that the County of Santa Clara will be the responsible entity under the HOME Consortium for all HUD administrative, environmental and reporting requirements. In addition there are no annual cost or membership fees to join the HOME Consortium. The only proposed cost for the City of Cupertino would be a twenty -five percent (25%) match requirement, and that is only if an eligible HOME affordable housing project or program is funded within the City of Cupertino. For example, if no HOME projects or programs were funded in the City of Cupertino in a given year than there would be no cost associated for that year. The County of Santa Clara would make HOME funds available annually on a competitive basis through a request for proposal (RFP) process. The County of Santa Clara annually will publish an RFP and will send it out directly to developers and Page 3 of 4 County of Santa Clara HOME Investment Partnerships Program (HOME) Consortium June 2, 2014 service providers within Santa Clara County. To ensure fair representation from all the participating jurisdictions, the City will join the existing Housing and Community Development Advisory Committee (HCDAC) to review, rate, rank and make HOME funding recommendations to the County of Santa Clara Board of Supervisors. The HCDAC will be comprised of a representative from each HOME Consortium participating jurisdiction. In addition, City staff will join the County’s existing Technical Advisory Committee (TAC) to provide program and funding recommendations to the HCDAC. The County of Santa Clara will take the TAC and HCDAC’s HOME funding recommendations annually to their Board of Supervisor’s for final funding approval. After exploring options regarding joining the County of Santa Clara HOME Consortium, staff from the cities of Cupertino, Gilroy, and Palo Alto have come to a conclusion that joining a HOME Consortium would benefit each jurisdiction and demonstrate a regional partnership to increase funding for affordable housing. As a result, on February 25, 2014 the County of Santa Clara submitted a written notice of intent to HUD to form a new HOME Consortium with the cities of Cupertino, Gilroy, Milpitas and Palo Alto. However, the City of Milpitas recently notified the County of Santa Clara that they are not joining the new HOME Consortium at this time. The County of Santa Clara worked together with local HUD field office staff regarding forming a new HOME Consortium with the cities of Cupertino, Gilroy, Milpitas and Palo Alto. On March 25, 2014 HUD responded by granting State Certification to the County of Santa Clara to form a new HOME Consortium with the cities of Cupertino, Gilroy, Milpitas and Palo Alto. However as mentioned above the City of Milpitas who was originally included is not planning on joining the new HOME Consortium at this time. The County of Santa Clara must submit a fully executed HOME Consortium Agreement to HUD no later than June 30, 2014. The proposed initial term of the new HOME Consortium agreement will be three years starting October 1, 2014 through September 30, 2017. The initial program year in which HOME funds will become eligible to the cities of Cupertino, Gilroy, and Palo Alto will begin July 1, 2015. Jurisdictions that commit to joining the new HOME Consortium must fulfill t heir participation in the initial three year term as there are no opt out options. After the initial three year HOME Consortium term jurisdictions have an option to either opt out or renew for subsequent three year terms. Next Steps Submit fully executed HOME Consortium Agreement to HUD no later than June 30, 2014. Prepared by: Christopher “C.J.” Valenzuela, Senior Housing Planner Reviewed by: Aarti Shrivastava, Director of Community Development Approved for Submission by: David Brandt, City Manager Page 4 of 4 County of Santa Clara HOME Investment Partnerships Program (HOME) Consortium June 2, 2014 Attachments: A - Resolution No. 14-_____ B- County of Santa Clara HOME Consortium Inter-Governmental Agreement 1 RESOLUTION NO. 14- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO APPROVING THE CITY’S PARTICIPATION IN THE SANTA CLARA COUNTY HOME CONSORTIUM (“SCCHC”) FOR PURPOSES OF SECURING FEDERAL HOME INVESTMENT PARTNERSHIPS PROGRAM (HOME) FUNDING WHEREAS, the Congress of the United States enacted the Cranston Gonzales National Affordable Housing Act of 1990 and federal regulations have been adopted pursuant thereto, hereinafter called the “Act;” and WHEREAS, Title II of the Act created the HOME Investment in Affordable Housing Program, hereinafter called “HOME,” which provides funds to states and local governments for acquisition, rehabilitation and new construction of affordable housing and tenant based rental assistance; and WHEREAS, funds from Title II are distributed to metropolitan cities, urban counties, states, and consortia of local governments; and WHEREAS, the Act allows local governments to form a consortium for the purpose of receiving and authorizing HOME funds and carrying out the purposes of the Act; and WHEREAS, the Act requires that a consortium shall have one member unit of general local government authorized to act in a representative capacity for all members for purposes of the Act and to assume overall responsibility for ensuring the consortium’s HOME program is carried out in compliance with the Act; and WHEREAS, the Cities of Cupertino, Gilroy, and Palo Alto and the County of Santa Clara will establish the Santa Clara County HOME Consortium (“SCCHC”) and allow the County to receive HOME funds for federal fiscal years 2015, 2016 and 2017 and all members of the SCCHC will remain in the Consortium for the entire period; and WHEREAS, the term of the agreement will be until the HOME funds from each of the federal fiscal years of the agreement’s specified qualification period (FY 2015, 2016, 2017) and each successive qualification period for which the agreement is renewed are expended on eligible activities and the funds are closed out pursuant to 24 CFR 92.507; and WHEREAS, the City authorizes the automatic renewal of the agreement for successive qualification periods; and 2 NOW, THEREFORE, BE IT FURTHER RESOLVED, that the City Council of the City of Cupertino hereby authorizes the Mayor to execute the County of Santa Clara HOME Consortium Inter-governmental Agreement as detailed in Attachment B to the City Council staff report dated June 2, 2014 entitled “County of Santa Clara HOME Investment Partnerships Program (HOME) Consortium”. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 2nd day of June, 2014 by the following vote: Vote Members of the City Council AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED: __________________________________ ___________________________________ Grace Schmidt Gilbert Wong City Clerk Mayor, City of Cupertino Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Table of Contents Inter-governmental Agreement Resolution…………………….………….…………………..1 Section I. Definitions………….………………………………………………………………....2 Section II. Purpose……..…………………………………………………………………..…....2 Section III. Agreement…………………………………………………….………………….....3 Section IV. Roles, Responsibilities and Decision Making Process…………………………....7 Section V. Program Design……….…………………………………………………………....10 Section VI. Fund Administration……………………………………………………………...12 Section VII. Consolidated Plan and CAPER………………………………………………....13 Section VIII. Amendments…………………………………………..…………………………13 Section IX. Duration of the Agreement………………………………………………………..14 Section X. Notice………………………………………………………………………………..15 Inter-governmental Authorized Representative Signature Pages...................................…...16 Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 1 THIS AGREEMENT made and entered by and among the County of Santa Clara (hereinafter “County”), the City of Cupertino, the City of Gilroy, and the City of Palo Alto (hereinafter “Cities”), each being a general local governmental unit of the State of California, and is made pursuant to California Government Code, Section 6500 et seq. WHEREAS, County and Cities agree that it is desirable and in the interests of their citizens to secure approval by the federal government to be considered as a consortium under the federal HOME Program operated by the U.S. Department of Housing and Urban Development (“HUD”) as authorized under the HOME Investment Partnership Act, Title II of the Cranston-Gonzalez National Affordable Housing Act of 1990, as amended (hereafter collectively referred to as the “Act”); WHEREAS, Title II of the Act creates the Home Investment Partnerships Program (hereinafter "HOME") that provides funds to states and local governments for acquisition, rehabilitation, new construction of affordable housing and tenant-based rental assistance; and WHEREAS, under the Act, an organization of geographically contiguous units of general local government may act as a single unit of general local government for purposes of receiving and administering HOME funds and carrying out the purposes of the Act; and WHEREAS, the Act requires local governments acting as a consortium to submit a single Consolidated Plan that covers the entire geographical area encompassed by the consortium members as part of the eligibility requirements for HOME funds; and WHEREAS, funds from Title II are distributed to metropolitan cities, urban counties, states and consortia of local governments; and WHEREAS, the Act requires that a consortium must have one member unit of general local government authorized to act in a representative capacity for all members for purposes of the Act to assume overall responsibility for ensuring that the consortium’s HOME program is carried out in compliance with the Act and 24 CFR Part 92, including requirements concerning the Consolidated Plan; such member unit shall hereinafter be referred to as "Lead Entity"; and WHEREAS, Santa Clara County, the City of Cupertino, the City of Gilroy, and the City of Palo Alto desire to act jointly as a consortium for purposes of the Act and hereby enter into this HOME Consortium Agreement. NOW, THEREFORE, BASED UPON THE TERMS AND CONDITIONS OUTLINED BELOW, THE COUNTY AND THE CITIES AGREE AS FOLLOWS: Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 2 SECTION I. DEFINITIONS The definitions contained in 24 CFR Part 92, Subpart A, paragraph 92.2 are incorporated herein by reference and made a part hereof, and the terms defined in this section have the following meanings in this Agreement: A. “Act” means Title II of the Cranston-Gonzalez National Affordable Housing Act, as amended (42 U.S.C. 12701 et. seq.). B. “CDHO” means Community Development Housing Organization. C. “Consolidated Plan” means the consolidated plan for the consortium prepared in accordance with 24 CFR 91.400-91.430 or successor provisions. D. “A disabling condition.” for the purposes of this agreement, is defined as a physical disability, mental illness, severe depression, alcohol or drug abuse, chronic health problems, HIV/AIDS, Tuberculosis, Hepatitis C, trauma, or a Developmental disability. E. “Federal HOME Program” means the procedures established by HUD for the use of funds made available through the Act to carry out multi-year housing consistent with 24 CFR Parts 91 and 92. F. “Federal HUD Consortium” means a consortium of units of general local governments bound by the terms of a HOME Investment Partnership Act Consortium Agreement for the purpose of participating in the Federal HOME Program and receiving funds as authorized in the Regulations. G. “Federal Program Requirements” means the Regulations and other documents issued by HUD that specify requirements of the Federal HOME Program in order for funds to be awarded to participating jurisdictions under the Act. H. “HCDAC” means the Housing Community Development Advisory Committee consisting of 28 members, one from the County and one from each participating City in the County’s existing CDBG/HOME JPA and the SCCHC, appointed by the County and each City, as further described in Section IV of this Agreement. I. “HUD” means the United States Department of Housing and Urban Development. J. “Regulations” means 24 CFR Part 92 HOME Investment Partnerships Program Implementing Regulations as issued by HUD and other relevant provisions of the Code of Federal Regulations. K. “RFP” means request for proposals. L. “TBRA” means Tenant Based Rental Assistance. M. “TAC” means Technical Advisory Committee consisting of 11 staff members from each of the participating cities including representatives from the County existing CDBG/HOME JPA and the SCCHC. SECTION II. PURPOSE This purpose of this Agreement is to form a consortium of units of general local government within Santa Clara County for designation as a Federal HUD Consortium under the Act and the Federal Program Requirements. In this Agreement, this consortium is from time to time referred Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 3 to as either the “Consortium” or as the Santa Clara County HOME Consortium (hereinafter “SCCHC”). SECTION III. AGREEMENT A. The County and Cities mutually agree that the County shall act as the Lead Entity in a representative capacity for all members of SCCHC for the purposes of the Act and as further defined in the Federal Program Requirements. The County, in its capacity as Lead Entity, is authorized to enter into an agreement with HUD on behalf of the SCCHC. The County Executive or designee, acting on behalf of SCCHC, is authorized to submit an application for funding under the Federal HOME Program, consistent with the approved HOME program design that will be in explained in the annual RFP for each program year as reviewed by the TAC and approved by the HCDAC. The County, as Lead Entity, is authorized to enter into agreements with non-profit organizations receiving funding under an approved HOME Agreement. The County as the Lead Entity is authorized to amend the agreement to add new members or for other reasons approved by HUD on behalf of the entire consortium, unless otherwise specified in its agreement. Additionally, the County is authorized to enter into agreements with non-profit organizations receiving funding reviewed by the TAC and recommended by HCDAC and approved by the County Board of Supervisors. B. The SCCHC agree that the following eligible HOME program activities and projects may be pursued with HOME funding available to the Consortium: 1. Single Family Development (Acquisition, New Construction and/or Acquisition and Rehabilitation); 2. Multi-family Development (Acquisition, New Construction and/or Acquisition and Rehabilitation); and/or 3. Tenant Based Rental Assistance (TBRA) It is the intent of the SCCHC to explore the option of developing and implementing a TBRA program during the third year of the Agreement. C. The County is authorized to provide oversight for planning, operations, and evaluation of the HOME Program activities undertaken by the SCCHC. The County shall prepare and present a HOME program design in an annual RFP to the TAC and HCDAC each year that will define the collective needs and priorities of the County and Cities. The County shall prepare the Action Plan each year, any Consolidated Plan update or amendment, and the consortium program application to HUD, in compliance with the Act, the Regulations, and the Federal Program Requirements, including reallocation of any funds from previous years not expended and any repayments or other program income. The proposed HOME program design and the consortium program application will be consistent with the Consolidated Plan. Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 4 D. The TAC will review the proposed HOME program design described in the annual RFP prior to review by the HCDAC. SCCHC TAC members will only comment on the HOME portion of the annual program design and RFP, and will approve the RFP prior to submitting it to the HCDAC for approval. E. The Housing and Community Development Advisory Committee (HCDAC) will review the proposed HOME program design within the RFP and any proposed Consolidated Plan update or amendment each year, and present the program and any changes and amendments to each consortium member’s elected board for approval and submission to HUD and to the State. All consortium members must approve the HOME program design within the annual RFP and any Consolidated Plan amendments as it pertains to the SCCHC prior to their submission to HUD in a timely manner. F. The County and Cities mutually agree that the County as Lead Entity shall assume overall responsibility for ensuring that the SCCHC HOME program meets the requirements concerning the Consolidated Plan and all aspects of the Federal HOME programs in accordance with HUD regulations contained in 24 CFR Parts 92 and 91, respectively, and the requirements of 24 CFR 92.350(a)(5); and further, for ensuring that the SCCHC HOME program is carried out in compliance with the requirements of the Act, the Regulations and the Federal Program Requirements. The County is responsible for all aspects of administering the Program and monitoring of sub recipients. The Cities agree to assist the County in maintaining compliance with the Act, the Regulations, and the State and Federal Program Requirements for the full compliance period, extending to and continuing beyond the expiration of this Agreement. This includes responding to a County designated staff member in a timely manner, and designating one city staff member in writing to be accountable for responding to the County. G. If any new entities join SCCHC, the County as Lead Entity agrees to notify HUD in writing and to provide a copy of the authorizing resolution from the new members’ governing body and an amendment to this Agreement signed by the chief execut ive officer of the new member. The County, as Lead Entity, is authorized by this agreement to amend this Agreement on behalf of the entire consortium to add new members to SCCHC. H. The County and the Cities mutually agree that the SCCHC’s HOME program will provide the opportunity for all members of the consortium to potentially have a project funded in their city with HOME funds. A "shovel ready" project that serves extremely low income persons with supportive services will be given priority. Due to the high cost of development and the limited amount of HOME funding, the County will not divide the funds per each city. Typically, one to two projects per year will be selected by the HCDAC in the participating jurisdictions. The County and Cities shall be given ample opportunity to comment on and approve the funding recommendations of the HCDAC prior to the submittal of the Annual Action Plan to HUD. The SCCHC shall ensure that there is citizen participation within each City as required by 24 CFR 91.401 or successor provision. Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 5 I. The County as Lead Entity will finance the costs of administering the HOME Program for SCCHC to the extent of appropriations. The County shall establish the HOME Investment Trust Fund as specified in 24 CFR Part 92.500, and will participate in the Integrated Disbursement and Information System and other accounting and compliance procedures as required by HUD. The County will retain 10 percent of the HOME allocation available to the SCCHC for administrative purposes. J. The twenty five percent (25%) matching contribution requirement under 24 CFR 92.218- 222 will be met on a project by project basis. The County may utilize its “banked” funds from previous HOME eligible projects and activities, as reported in the County’s Consolidated Annual Performance Evaluation Report (“CAPER”), per Federal Regulations, to meet the match requirement for an approved project or program. If the County utilizes its banked match funds to assist an approved project or program , but the available funds are less than the 25% match requirement, the remaining required match funds will be the responsibility of the jurisdiction in which the project is located. The member jurisdiction in which the project or program is located is responsible for ensuring that the required amounts of qualified matching funds are contributed to HOME eligible projects and program activities. Written documentation signed by a County representative must be included with the approved project or program indicating whether or not the County’s banked funds will be utilized. K. The County will only fund a project that has a written letter of support of the City Council for the City in which it will be developed. The Sponsor must provide a copy of the letter to the County. L. All members agree that the SCCHC program year shall be July 1st to June 30th, consistent with the County’s existing program year. M. HOME funds invested in affordable housing shall be repaid if the housing does not meet the affordability requirements of Section 92.252 and Section 92.254 of the Regulations or if the housing ceases to qualify as affordable housing before the period of affordability expires. If HUD, in accordance with Section 92.503 of the Regulations, requires SCCHC to repay HOME funds awarded, the County and Cities agree that the payments will be returned to HUD by the County. N. Any repayment of HOME funds, loans or other program income generated from funds received through the HOME Program, shall be returned to the HOME Investment Trust Fund established by the Lead Entity and reallocated by the S CCHC Program during the next Annual Action Plan submission following receipt of the repayments or other program income, to the extent allowed by the Regulations and Federal Program Requirements. O. The County and Cities agree to comply with all Regulations, Federal Program Requirements, and as reviewed by the TAC approved by the HCDAC, SCCHC HOME program design features, targeting and local policy requirements. Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 6 P. This Agreement shall be executed by the appropriate officers of the County and Cities pursuant to authority granted them by their governing bodies. Q. To the maximum extent permitted by law, each jurisdiction, if applicable, which is a party to this Agreement shall indemnify and hold harmless the County and other Cities, and their officers, officials, and employees, from and against any and all costs, damages, liabilities, claims, losses, judgments or expenses, including reasonable attorneys fees, arising in any manner from or as a result of any activities by or on behalf of the Cities under this Agreement other than as provided for in Paragraph I of this Section, provided, however, that nothing in this paragraph indemnifies and holds harmless the County and other Cities from and against any costs, damages, liabilities, claims, losses, judgments or expenses, including reasonable attorneys fees, arising in any manner from or as a result of negligent acts or omissions of the County, and other Cities or their officers, officials, and employees. Likewise, the County shall indemnify and hold harmless the Cities, and the Cities’ officers, officials, and employees, from and against any and all costs, damages, liabilities, claims, losses, judgments or expenses, including reasonable attorneys fees, arising in any manner from or as a result of any activities by or on behalf of the County under this Agreement other than as provided for in Paragraph I of this Section, provided, however, that nothing in this paragraph indemnifies and holds harmless the Cities from and against any costs, damages, liabilities, claims, losses, judgments or expenses, including reasonable attorneys fees, arising in any manner from or as a result of negligent acts or omissions of the Cities, or the jurisdiction’s officers, officials, and employees. R. The County and Cities certify that they will adhere to all federal and state regulations pertaining to the disposition of real property, if any real property is acquired by the County or Cities with funds authorized under the Federal Program Requirements. S. This Agreement shall be construed in accordance with and governed by federal law and by the laws of the State of California consistent with federal law. Any litigation arising out of this Agreement shall be brought in courts sitting in California, with venue in Santa Clara County. T. No amendment to this Agreement shall be valid unless made in writing by mutual agreement of the County and each of the Cities. U. SCCHC and the parties to this agreement are bound by the terms of this Agreement for the purpose of participating in the Federal HOME Program and agree to cooperate to undertake or to assist in undertaking housing assistance activities for the Federal HOME Program, and agree that the SCCHC may receive funds as authorized in the Regulations. V. The County and Cities agree to cooperate in the im plementation of the Federal and State HOME Programs and to cooperate in the preparation of the Consolidated Plan, Annual Action Plan and the Consolidated Annual Performance and Evaluation Report (“CAPER”) in accordance with HUD regulations in 24 CFR Parts 91 and 92. The County and Cities shall execute and submit any required certifications required by the Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 7 Regulations and the County as Lead Entity shall prepare and submit its plan for monitoring compliance with the Consolidated Plan. W. In accordance with the Act and the Regulations, each member of the SCCHC composed of the County of Santa Clara, the City of Cupertino, the City of Gilroy, and the City of Palo Alto, certifies that it will direct its activities to the alleviation of housing problems within Santa Clara County, that it will affirmatively market HOME-assisted housing as defined in Section 92.351 of the Regulations and will affirmatively further fair housing as required by the Regulations. SECTION IV. ROLES, RESPONSIBILITIES AND DECISION MAKING PROCESS General Roles and Responsibilities A. Santa Clara County, as designated Lead Entity of the SCCHC, has the ultimate and overall responsibility under the Regulations for ensuring that the SCCHC's HOME program is carried out as required in 24 CFR part 92, including the submission of a program description for the use of HOME funds which has been mutually agreed upon by the County and the Cities for providing all assurances or certifications as required under 24 CFR part 92. Section III. B of this agreement sets forth the SCCHC's proposed use of HOME funds (consistent with needs identified in its approved Consolidated Plan). The County, as the Lead Entity agrees to strict adherence to the program description as approved and to all assurances and certifications provided, including agreeing to take all actions necessary to assure compliance with SCCHC's certification under the Fair Housing Act; Executive Order 11063 (Equal Opportunity in Housing) and Title VI of the Civil Rights Act of 1964, the Uniform Relocation Assistance, Real Property Acquisitions Policy Act of 1970 and the Davis Bacon Act at 40 USC 276a, et seq. Santa Clara County shall not provide HOME funds for activities in or support of any cooperating jurisdiction that does not affirmatively further fair housing within its own jurisdiction or activities that impede the County's actions to comply with Fair Housing certification. In addition, the Lead Entity is responsible for taking all required actions to comply with provisions of the National Environmental Policy Act of 1969. B. The County will be responsible for all aspects of administration of the SCCHC’s HOME program, including but not limited to the following:  Preparation of the Consolidated Plan, Annual Action Plan and CAPER;  Implementation of program policies and funding priorities as reviewed by the TAC and approved by the HCDAC;  Development of procedures, forms and compliance protocols;  Selection of the administrative subrecipient;  Selection criteria for local service providers;  Development and execution of HOME subrecipient, project and beneficiary agreements, including lease agreements;  Maintaining program wide records; Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 8  Standard forms and reporting templates to guide program implementation;  Monitoring subrecipients, CHDOs, and developers;  Financial management including analysis of budgeted to actual expenses;  IDIS entry, reporting, drawdowns and closeout;  Reimbursement to subrecipient and developers/CHDOs;  Oversee the use of the CHDO set aside, including project selection, development and HOME compliance;  Compliance with cross cutting federal regulations and requirements;  If TBRA is selected, developing a Countywide TBRA Program; and  Scheduling TAC and HCDAC meetings and supporting the TAC and HCDAC consistent with the annual funding schedule described herein. C. Member jurisdictions will be responsible for the following:  Appointing members to the TAC and HCDAC;  Participating in HCDAC and other meetings related to the SCCHC as requested by the Lead Entity;  Contributing local match funds for projects supported by the City as defined in HOME regulations and as agreed to in Section III, Paragraph I;  Assisting, as needed, a locally-based CHDO to develop a project or projects, using the CHDO set-aside; and  Identifying local service providers to serve as referral agency for TBRA participants, if a TBRA program is administered and funded. Decision Making Process A. The SCCHC agrees that Santa Clara County shall serve as the Lead Entity and administer the SCCHC through County staff. As Lead Entity, Santa Clara County shall perform all duties and responsibilities as set forth for the Lead Entity by the terms of this Agreement. The Lead Entity shall provide effective leadership, support and management of the SCCHC's required functions. In addition, Lead Entity's staff shall provide, subject to adequate funding, effective leadership, support and management of the implementation of the region's affordable housing policies. B. As the Lead Entity, Santa Clara County shall be responsible for the management and accounting of all SCCHC funds. Santa Clara County's management and accounting for all SCCHC funds shall conform to the policies, regulations and statutes governing such funds, including without limitation the Federal Program Requirements. C. The SCCHC funding application process will follow the County’s existing schedule for its Community Development Block Grant (CDBG) and HOME programs. The RFP will be released in October with funding applications due to the County by December. The County will hold a workshop for agencies applying for funding in mid-November. It is anticipated that the County will review submitted proposals; determine eligibility f each proposal; rank the proposals; and present funding recommendations to the HCDAC in Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 9 February. If deemed necessary by the HCDAC, applicants may be asked to present a presentation to the Committee in January. The Board of Supervisors will review and approve the HCDAC funding recommendations in March or April. It is the County’s responsibility as Lead Entity to work with th e HCDAC to review proposed public outreach, including citizen participation within each City as required by 24 CFR 91.401 or successor provision, and establish funding priorities on an annual basis. Threshold criteria and any other criteria, incentives, etc., developed for HOME funding may be developed by the Lead Entity in collaboration with the HCDAC. Such criteria will be consistent with all relevant policies and priorities contained in the Consolidated Plan, related plans from individual CDBG entitlement jurisdiction pursuant to 24 CFR 91.220 (hereinafter referred to as "Action Plans") and individual housing elements in each jurisdiction's master plans as applicable. D. All proposed projects will be reviewed for compliance with Federal Program Requirements by the Lead Entity. Only those projects which are eligible for funding under the Federal Program Requirements will be approved by the HCDAC and submitted to HUD for HOME funding. The Lead Entity will pre-screen project applications for conformance with any additional threshold criteria established by the HCDAC. The Lead Entity shall present to the HCDAC a list of all proposed projects and its recommendations for funding. E. All SCCHC members agree that the HCDAC may convene and review only those development projects pre-screened by the Lead Entity. F. All SCCHC members agree that the TAC Committee may be comprised by no less than twelve (12) persons, one representing each City and the County including the seven cities in the County’s existing CDBG/HOME JPA. It is the intent of the County and Cities that the TAC appointee should be a staff person knowledgeable in regard to housing issues. G. All SCCHC members agree that the HCDAC Committee will have a minimum of one individual representing each City and the County, appointed by each jurisdiction. H. All SCCHC members agree that the appointees to the TAC and HCDAC committees will only provide comment and recommendations on the HOME program. It is agreed upon that the TAC and HCDAC meetings will be divided into two sections. The first portion of the meeting will cover the HOME program and the second portion will cover the CDBG program. There will be a ten minute break between the two portions of the meeting to allow SCCHC members to exit. I. The SCCHC pledges adherence to the conflict of interest tenets embodied in HUD's CPD Notice 98-09 (Superseding CPD Notice 93-06). J. The purpose of the TAC is to provide technical assistance and assist with the preliminary review of the funding applications. The TAC will assist County staff with ranking eligible projects and provide funding recommendations to the HCDAC. Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 10 K. The purpose of the HCDAC is to determine priorities for funding, ensure that the schedule described in “Section C” above on page 9 of this Agreement for submission of applications and community outreach as required by the Federal Program Requirements are met, and review eligible projects for conformity to Consolidated Plan, local Action Plans, housing elements, and other criteria established but the SCCHC members, including criteria concerning length and depth of affordability which may be more strict than those required by Federal Program Regulations. The HCDAC may also evaluate development projects using other underwriting and project feasibility criteria developed and adopted by the HCDAC. The HCDAC will prioritize projects based on the criteria described in this paragraph and make HOME funding recommendations as constrained by the availability of funds. L. All SCCHC members agree that the recommendations made by the HCDAC will be reviewed for final approval by the County’s Board of Supervisors. All projects selected by the County’s Board of Supervisors must conform with the Consolidated Plan, related Action Plans, minimum criteria established for the funding round and/or specific self- directed priority project(s). The Board of Supervisors agrees to give due consideration to the HCDAC recommendations. SECTION V. PROGRAM DESIGN Development Projects A. The SCCHC agrees that to the extent feasible and possible, funded Development Projects will be distributed geographically. The County will administer the RFP process and applicants will apply directly to the County. Each development project must be reviewed and approved by the TAC and HCDAC, and the application must show the support of the jurisdiction in which the project may be developed. In evaluating projects, the County shall consider the past geographic distribution for project funding. Priority may be given to projects that set aside units for the County’s and City’s special populations– extremely low income and special needs populations such as seniors, the homeless, chronically homeless, at-risk youth, farm workers and persons with Disabling Conditions. Projects that establish a direct referral process with Santa Clara County Departments will be given priority. Tenant Based Rental Assistance (TBRA) B. The SCCHC agrees that a TBRA program may be established in the third year of the SCCHC HOME Consortium Agreement. If a TBRA program is established, the following program design, administrative structure and policies will be implemented:  A single Program Administrator (PA) may administer the SCCHC’s TBRA program as a sub recipient of a countywide program. The PA will be designated by the Lead Entity using selection criteria reviewed by the TAC and approved by Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 11 the HCDAC. The PA will be responsible for administering the TBRA program in its entirety, including but not limited to the following: o Intake (from referrals from local service providers “LSP”); o Income eligibility determination; o Housing search assistance; o Landlord outreach and marketing; o Unit inspections; o Rent reasonableness determinations; o Lease approval; o Rental assistance calculation and approval; o Payments to landlords; o Maintenance of the waiting list o Annual Recertification of income; o Case record-keeping and submitting monthly status reports to the County; and o Adhering to HUD regulations and reporting requirements.  A Local Service Provider (LSP), one from each member jurisdiction, may be responsible for referring eligible participants to the PA. Each member may select its referring LSP for the program based on criteria reviewed by the TAC and approved by the HCDAC. The LSP may also be responsible for case management and referral services, including but not limited to: o Case management; o Selection of households for the SCCHC’s TRBA program; o Referring clients to the PA; and o Entering Data into HMIS and maintaining other required reports.  Each member jurisdiction may be allotted a certain number of priority slots to be reserved for its special needs population. This allotment may be proportional to the HOME dollars coming into the Consortium because of the member’s participation. This allotment would be for a specified time period, and if not used, the slots would be available to the County based on the clients need. Priority is based upon place of origin of the client, not the final location of the TBRA unit.  TBRA clients must be at or below 60 percent of the area median income as defined annually by HUD; however, priority will be given to the County’s special needs populations– extremely low income seniors, the homeless and chronically homeless individuals and families, at-risk youth, farmworkers and persons with Disabling Conditions as defined above. The date of entry is the date the client is enrolled in the LSP’s case management program. Once referred to the PA, the client may be waitlisted based on location and date referred by the LSP. The SCCHC agrees that any funding that is allocated for TBRA may be used for rent and security and/or utility deposits permitted by the Federal Regulations. Rental assistance may Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 12 follow the voucher model as allowed under the HOME program regulations. The rental payment standard shall be based on HUD Fair Market Rents and includes allowance for tenant-paid utilities. Rental assistance shall be limited to two (2) years unless special circumstances indicate an extension is necessary. Since TBRA may be implemented in the third year of this agreement, the members of the Consortium may need to determine at the end of year two if they intend to continue the Consortium beyond the initial three year period before the County agrees to begin a TBRA Program. SRCTION VI. FUND ADMINISTRATION A. The County shall receive and have custody of all funds until disbursal of such funds to be made in a manner designated by the County consistent with the Federal Program Requirements. B. All repayments of SCCHC administered HOME funds, matching contributions in the form of cash, and any payment of interest or other return on the investment of such HOME funds and matching contributions must be placed in the HOME Investment Trust Account. If the required 25 percent match is in the form of services, backup documentation must be provided to the County to verify that the match is eligible according to Federal Program Requirements. C. SCCHC members may agree to place repayments of any matching funds in the HOME Investment Trust Fund for allocation by the Consortium, subject to agreement by HUD if appropriate. If the SCCHC subsequently terminates, such repayment will revert to the jurisdiction to which the funds were originally pledged. D. If the SCCHC terminates, program income will be allocated to the County and the Cities based on the geographic distribution of the remaining investment of such Consortium funds, but only if such jurisdictions place such funds in a HOME Investment Trust Fund operated in compliance with HUD rules and regulations and HUD agrees to monitor such nonparticipating jurisdictions’ trust funds in a timely manner. If HUD prohibits the administration of HOME dollars by any nonparticipating jurisdiction, repayments otherwise due to a nonparticipating jurisdiction may be administered by Santa Clara County in compliance with HUD regulations. E. The mechanisms by which any repayment of non-HOME funds used as matching funds and/or any payment of interest or other return on investment of such non-HOME funds to be made shall be governed by the restrictions imposed by the source of such funds. The SCCHC may describe procedures for such funds and repayments thereof consistent with such restrictions. F. The Lead Entity shall maintain appropriate books, records, files and accounts relating to the receipt and disbursement of SCCHC grant funds, including records in accordance with 24 CFR 92.508 as they relate to the application, acceptance and use of federal funds for this federally assisted program and any other records imposed by the SCCHC’s grant Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 13 agreement with HUD. All such books, records, files and accounts shall be made available for inspection at reasonable times and places by authorized representatives of member jurisdictions and HUD, or any other persons authorized under the Act or regulations. G. The Lead Entity has the responsibility for monitoring according to HUD regulations and guidelines on the use of any local HOME investment fund monies. If the SCCHC agrees to administer State HOME funds or any other funds, the Lead Entity will have the responsibility for monitoring and reporting to the State on the use of such funds. SECTION VII. CONSOLIDATED PLAN AND CAPER A. The SCCHC agrees that although the Lead Entity is ultimately responsible for developing a Consolidated Plan in conformance with 24 CFR Sections 91.400 – 91.430; all SCCHC members shall participate in the Consolidated Plan development process and end product. B. The Consolidated Plan document shall be prepared by the Lead Entity in collaboration with member jurisdictions (if each member so chooses) more than sixty (60) days prior to the date the Consolidated Plan documents must be submitted to HUD. C. SCCHC agrees that necessary adjustments to the Consolidated Plan development process described herein will be made when necessary as required by the Federal Program Requirements. D. The SCCHC may use a Consolidated Plan advisory committee or the HCDAC to assist in the development of the Consolidated Plan documents. An advisory committee established pursuant to this Paragraph is not required, but should be representative of all member jurisdictions. E. The above process may be modified by County staff, if deemed appropriate. F. All performance reports, including monthly or quarterly status reports shall be furnished to the Lead Entity, as required or specified in HOME written agreements with developers, subrecipients or administrators. The Lead Entity shall prepare annual performance reports or whatever report specified by HUD and submit the same to HUD with a copy to each member jurisdiction. SECTION VIII. AMENDMENTS A. Should it become necessary to amend this Agreement to meet Federal Program Requirements, the County Executive or its designee may make such changes provided that each City is informed in writing and consents in writing to the proposed changes. B. No other amendment to this Agreement shall be valid unless made in writing by mutual agreement of the County and each of the Cities. Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 14 SECTION IX. DURATION OF THE AGREEMENT The term of this Agreement begins with the effective date of October 1, 2014 and falls within three federal program years, 2015, 2016 and 2017. The term of the agreement will be until the HOME funds from each of the federal fiscal years of the agreement’s specified qualification period (FY 2015, 2016 and 2017) and each successive qualification period for which the agreement is renewed, are expended on eligible activities. The SCCHC will follow the County’s established program year for the Community Development Block Grant (CDBG) Program which begins on July 1st and ends June 30th. The first program year will be July 1, 2015 through June 30, 2016, the second program year will be July 1, 2016 through June 30, 2017 and the third program year will be July 1, 2017 through June 30, 2018. As required by 24 CFR 92.101 (e), neither the County nor any of the Cities may withdraw from the Consortium during the terms of this agreement. All members of the Consortium must comply with Federal Program Requirements until Home funds from each of the federal fiscal years of the qualification period are closed out pursuant to 24 CFR 92. 507. This agreement shall automatically be renewed for the Consortium’s participation in successive qualification periods of three federal fiscal years each. At least six months prior to the commencement of a new qualification period or by HUD's consortia designation notice or HOME Consortia web page, whichever provides the greatest notice, the County shall notify each City in writing of its right to decide not to participate in the Consortium for the next qualification period and the County shall send a copy of each notification to the HUD Field Office. If a City or the County decides not to participate in the Consortium for the next qualification period, the City or County shall notify the County, and the County shall notify the HUD Field Office, before the beginning of the new qualification period. Before the beginning of each new qualification period, the County shall submit to the HUD Field Office a statement of whether or not any amendments have been made to this agreement, a copy of each amendment to this agreement, and, if the Consortium’s membership has changed, the state certification required under 24 C.F.R. § 92.101(a)(2)(i). The Consortium shall adopt any amendments to this agreement that are necessary to meet HUD requirements for consortium agreements in successive qualification periods. The automatic renewal of the agreement will be void if: the County fails to notify a Consortium member or the HUD field office as required under this automatic renewal provision or the County fails to submit a copy of each amendment to this agreement as required under this automatic renewal provision. Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 15 SECTION X. NOTICE All notices required pursuant to this Agreement shall be in writing and may be given by personal delivery or by registered or certified mail, return receipt requested, to the party to receive such notice at the addressed set forth below: County of Santa Clara: Rebecca Garcia, Program Manager Office of Supportive Housing 70 West Hedding Street, 7th Floor San Jose, CA 95110 City of Cupertino: Attn: Senior Housing Planner City of Cupertino, Community Development Department 10300 Torre Avenue Cupertino, CA 95014 City of Gilroy: Daniel Murillo Housing and Community Development Grant Coordinator Community Development Department 7351 Rosanna St. Gilroy, CA 95020 City of Palo Alto: Tim Wong, Housing Coordinator Department of Planning & Community Environment 250 Hamilton Avenue Palo Alto, CA 94301 Any party may change the address to which notices are to be sent by notifying the other parties of the new address, in the manner set forth above. Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 16 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates appearing below. ______________________________ _________________________ Mike Wasserman Date ATTEST President, Board of Supervisors County of Santa Clara Name: ___________________ Title: ____________________ APPROVED AS TO FORM: __________________________________ DON LARKIN, COUNTY OF SANTA CLARA ATTORNEY Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 17 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates appearing below. ______________________________ _________________________ Gilbert Wong, Mayor Date ATTEST City of Cupertino Name: ___________________ Title: ____________________ APPROVED AS TO FORM: __________________________________ CITY OF CUPERTINO ATTORNEY Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 18 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates appearing below. ______________________________ _________________________ Don Gage, Mayor Date ATTEST City of Gilroy Name: ___________________ Title: ____________________ APPROVED AS TO FORM: __________________________________ CITY OF GILROY ATTORNEY Inter-governmental Agreement Santa Clara County HOME Consortium (SCCHC) HOME Investment Partnership Program Consortium Agreement Page 19 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates appearing below. ______________________________ _________________________ Nancy Shepherd, Mayor Date ATTEST City of Palo Alto Name: ___________________ Title: ____________________ APPROVED AS TO FORM: __________________________________ CITY OF PALO ALTO ATTORNEY CITY OF CUPERTINO Legislation Details (With Text) File #: Version:114-0126 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:5/19/2014 City Council On agenda:Final action:6/2/2014 Title:Subject: Community Development Block Grant (CDBG) loan extension for 10526 Sterling Boulevard Sponsors: Indexes: Code sections: Attachments:Staff Report A - Draft Resolution B - Promissory Note C - Deed of Trust D - Amendment Loan Agreement E - Reconveyance Action ByDate Action ResultVer. City Council6/2/2014 1 Subject: Community Development Block Grant (CDBG) loan extension for 10526 Sterling Boulevard Adopt Resolution No. 14-161 approving the CDBG loan extension for 10526 Sterling Boulevard CITY OF CUPERTINO Printed on 5/28/2014Page 1 of 1 powered by Legistar™ COMMUNITY DEVELOPMENT DEPARTMENT CITY HALL 10 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3308 • www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: June 2, 2014 Subject Community Development Block Grant (CDBG) loan extension for 10526 Sterling Boulevard. Recommended Action Adopt Resolution No. 14-____ approving the CDBG loan extension for 10526 Sterling Boulevard. Discussion The City of Cupertino originated a CDBG rehabilitation loan in the principal amount of $40,220.04 to the property owner of 10526 Sterling Boulevard on July 14, 1999. Original loan agreements included a Deed of Trust (Document No. 15022703), Promissory Note and Owner Participation Agreement (OPA) which were originated at the time of the loan. The existing CDBG rehabilitation loan has a term of 15 years at 3.0% simple-interest with a minimum monthly payment of $66.00/mo. which covers the interest and loan servicing fee. A loan payoff statement was ordered by staff indicating that the borrower owes a total of $44,194.48 in outstanding principal and interest through June 30, 2014. This loan is serviced by an outside third party organization called AmeriNational Community Services. Upon the maturity date of 15 years the loan is due and payable in full which includes both outstanding principal and interest. Housing staff mailed out a loan maturity date notification reminder well in advance in writing on November 19, 2013 notifying the borrower that the loan was going to be due and payable in full in July 2014. The borrower met with housing staff in December 2013 and notified staff that due to financial hardship the borrower will be unable to pay the CDBG loan by July 2014. The borrower requested a loan extension due to financial hardship. Section 13 of the OPA states that a borrower may be eligible for a loan extension depending on the owner’s financial condition at the time of the request. Staff verified the borrower’s income by collecting tax returns and bank statements. The borrower is retired on a fixed income in the form of a retirement pension and social security. After reviewing the borrower’s income documentation staff has confirmed that the borrower falls in the income category of extremely low -income. Staff took this item Page 2 of 2 CDBG Loan Extension Request for 10526 Sterling Boulevard June 2, 2014 to the Housing Commission on March 19, 2014. The Housing Commission recommended that the City Council approve the CDBG loan extension at their March 19, 2014 regular meeting. Staff is now bringing the Housing Commission’s recommendation to City Council for final approval. A preliminary title report was also ordered and reviewed by staff to confirm any outstanding liens recorded against the property. The preliminary title report confirmed that the only outstanding loan on this property is the CDBG rehab loan with the City of Cupertino. To accommodate the borrower going forward a new zero percent (0%) simple-interest loan will be originated which will be due and payable only upon transfer of the property. The new principal loan balance will be $44,194.48 which is the existing loan payoff balance. The City is not proposing to add any additional interest or fees to the new CDBG loan. Outside contracted counsel Goldfarb and Lipman has prepared the necessary CDBG loan extension documents to be executed and recorded. Next Steps Execute and record the new CDBG loan extension documents. Prepared by: Christopher “C.J.” Valenzuela, Senior Housing Planner Reviewed by: Aarti Shrivastava, Director of Community Development Approved for Submission by: David Brandt, City Manager Attachments: A - Resolution No. 14-_____ B- Promissory Note C- Deed of Trust D- Amendment to Owner Participation Agreement E- Substitution of Trustee and Full Reconveyance 1 RESOLUTION NO. 14- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO APPROVING THE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) LOAN EXTENSION FOR 10526 STERLING BOULEVARD WHEREAS, the Housing and Community Development Act of 1974 provides that funds be made available for the Community Development Block Grant (CDBG) program; and WHEREAS, the City of Cupertino received CDBG funds under said Act; and WHEREAS, the City of Cupertino originated a CDBG rehabilitation loan to the borrower of 10526 Sterling Boulevard; and WHEREAS, the borrower of 10526 Sterling Boulevard has requested a CDBG loan extension under Section 13 of the City of Cupertino Housing Rehabilitation Program Owner Participation Agreement; and WHEREAS, the borrower of 10526 Sterling Boulevard and has submitted sufficient financial documentation and has been deemed eligible for a loan extension under Section 13 of the City of Cupertino Housing Rehabilitation Program Owner Participation Agreement; and WHEREAS, the City of Cupertino Housing Commission has recommended to the City Council of the City of Cupertino to approve a CDBG loan extension for the borrower located at 10526 Sterling Boulevard at their regular meeting held on March 19, 2014; and NOW, THEREFORE, BE IT FURTHER RESOLVED, that the City Council of the City of Cupertino hereby approves the Housing Commission’s recommendation to approve a CDBG loan extension to the borrower located at 10526 Sterling Boulevard; and BE IT FURTHER RESOLVED that the City Council of the City of Cupertino hereby authorizes the City Manager to execute the CDBG loan extension agreements in substantially the forms as Attachments D and E to the City Council staff report dated June 2, 2014 entitled “CDBG Loan Extension Request for 10526 Sterling Boulevard”. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 2nd day of June, 2014 by the following vote: 2 Vote Members of the City Council AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED: Grace Schmidt Gilbert Wong City Clerk Mayor, City of Cupertino 1 NOTICE TO BORROWER: THIS DOCUMENT CONTAINS PROVISIONS RESTRICTING ASSUMPTION PROMISSORY NOTE Secured by Deed of Trust CDBG Rehabilitation Loan $44,194.48 Cupertino, California ____________, 2014 FOR VALUE RECEIVED, the undersigned Patricia Bustamante, a single woman ("Borrower") promises to pay to the City of Cupertino, a municipal corporation (the "City"), at 10300 Torre Avenue, Cupertino, California, or such other place as City may designate in writing, the principal sum of Forty Four Thousand One Hundred and Ninety Four Dollars and Forty Eight Cents ($44,194.48) plus Interest as set forth in Section 2. All sums due under this Promissory Note Secured by Deed of Trust (the "Note") are payable in lawful money of the United States. Section 1. Borrower's Obligation. Borrower owns the home located at 10526 Sterling Boulevard, Cupertino, California 95014 in the City of Cupertino, Santa Clara County, California (the "Property"). This Note evidences Borrower's obligation to pay the City the principal amount of Forty Four Thousand One Hundred and Ninety Four Dollars and Forty Eight Cents ($44,194.48) (the "Loan") plus Interest as set forth in Section 2 for the funds loaned to the Borrower by the City for the rehabilitation of the Property pursuant to that certain City of Cupertino Housing Rehabilitation Program Owner Participation Agreement between the Borrower and the City dated July 14, 1999 and amended _____________ (the "Loan Agreement"). The Loan has been provided to the Borrower as part of the City's Community Development Block Grant ("CDBG") Housing Rehabilitation Program. All capitalized terms not otherwise defined in this Note shall have the meanings set forth in the Loan Agreement. Section 2. Interest. (a) Interest. The Borrower shall pay zero percent (0%) simple interest on the principal amount of the Loan (the "Interest") except that if an event of default occurs, the Interest shall be as set forth in subparagraph (b), below. (b) Default Interest Rate. If an event of default occurs, Interest on the Loan shall begin to accrue as of the date of the default and continue until such time as the Loan is repaid in full or the default is cured, at the default rate of the lesser of (i) 10% or (ii) the maximum interest rate allowed by law. Section 3. Term. Unless sooner repaid or prepaid, the term of this Note commences on the date of this Note and expires upon Transfer of the Property, upon an event of default as described in Section 8, or if the Borrower no longer occupies the Property as the Borrower's principal residence (the "Term"). (a) For the purposes of this Note, "Transfer" shall mean any sale, assignment or transfer, voluntary or involuntary, of any interest in the Property, including, but not limited to, 2 a fee simple interest, a joint tenancy interest, a life estate, a leasehold interest, an interest evidenced by a land contract by which possession of the Property is transferred and Borrower retains title, or a deed of trust. (b) Notwithstanding subsection (a) of this Section 3, the following shall not be considered a Transfer for the purposes of this Note: (1) A transfer to a spouse or domestic partner where the spouse or domestic partner becomes the co-owner of the Property; (2) A transfer by Borrower into an inter vivos trust in which Borrower is the beneficiary; or (3) A transfer by Borrower to a spouse, domestic partner, or child by devise or inheritance following the death of Borrower, provided that any such devisee or heir is eligible to assume the Loan based on guidelines established by the City's Housing Advisory Board and occupies the Property as the devisee's or heir's principal place of residence. Section 4. Repayment. Repayment of the principal amount of the Loan plus the Interest shall be deferred for the Term of the Note. The Loan shall be due and payable upon the expiration of the Term, which occurs upon Transfer of the Property, upon an event of default as described in Section 8, or if the Borrower no longer occupies the Property as the Borrower's principal residence. Section 5. Prepayments. (a) Prepayment in Full. Borrower may prepay all or part of the balance due under this Note; provided however, any full prepayment must include Interest due at the time of prepayment. (b) Partial Prepayment. Borrower may prepay part of the balance due under this Note. Prepayments shall first be credited to Interest and then to principal. Section 6. Security. This Note is secured by a deed of trust dated the same date as this Note (the "Deed of Trust"), wherein the Borrower is the trustor and the City is the beneficiary. Section 7. Assumption of Note. Borrower acknowledges that this Note is given in connection with the rehabilitation of the Property as part of a program of the City. Consequently, this Note is not assumable unless the title to the Property is transferred by devise or inheritance to the spouse, domestic partner, or child of Borrower following the death of Borrower and such devisee or heir is eligible to assume the Loan based on guidelines established by the City's Housing Advisory Board and further agrees to occupy the Property as the devisee or heir's principal place of residence. Section 8. Default. Any of the following shall constitute an event of default under this Note: 3 (a) Any failure to pay, in full, any payment required under this Note when due following written notice by the City of such failure and ten (10) days opportunity to cure; (b) Any failure in the performance by the Borrower of any term, condition, provision or covenant set forth in this Note; or (c) The occurrence of any default under the Loan Agreement or the Deed of Trust, including without limitation the happening of an y of the events listed in Section 11 and Section 12 of the Loan Agreement. Section 9. Acceleration. Upon the occurrence of a default, and after the expiration of any notice and cure periods set forth in the Deed of Trust, the City shall have the right to declare the full amount of the principal along with any accrued Interest under this Note immediately due and payable. Section 10. No Waiver by City. Any failure by the City to pursue its legal and equitable remedies upon default shall not constitute a waiver of the City's right to declare a default and exercise all of its rights under this Note, the Loan Agreement and the Deed of Trust. Nor shall acceptance by the City of any payment provided for in this Note constitute a waiver of the City's right to require prompt payment of any remaining principal and Interest owed. A waiver of any term of the Note must be made in writing and shall be limited to the express written terms of such waiver. Section 11. Attorney's Fees and Costs. The Borrower promises to pay all costs and expenses, including reasonable attorneys' fees, incurred by the County in the enforcement of the provisions of this Note, regardless of whether suit is filed to seek enforcement. Section 12. Joint and Several Obligations. This Note is the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their successors and assigns. Section 13. No Offset. The obligations of the Borrower under this Note shall be absolute and the Borrower waives any and all rights to offset, deduct or withhold any pa yments or charges due under this Note for any reason whatsoever. Section 14. Waiver. The Borrower hereby waives diligence, presentment, protest and demand, and notice of protest, notice of demand, notice of dishonor and notice of non-payment of this Note. The Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time and that the County may accept further security or release any security for this Note, all without in any way affecting the liability of the Borrower. Section 15. Controlling Law. This Note shall be construed in accordance with and be governed by the laws of the State of California. Venue shall be Santa Clara County. Section 16. Assignment by City. The City may assign its right to receive the proceeds under this Note to any person and upon notice to the Borrower by the City all payments shall be made to the assignee. 4 Section 17. Time of the Essence. The times for the performance of any obligations under this Note shall be strictly construed, time being of the essence. Section 18. Entire Agreement. This document, together with the Loan Agreement and the Deed of Trust, contains the entire agreement between the parties as to the Loan. It may not be modified except upon written consent of the parties. Section 19. Assignment. The Borrower may not assign its rights and obligations under this Note without the express written consent of the City. The City's rights under this Note may be assigned by the City in its sole discretion. Section 20. Conflicting Provisions. If any term, condition or provision of this Note is in conflict with the term, condition or provision of the Loan Agreement or the Deed of Trust, said term, condition or provision of the Loan Agreement or the Deed of Trust shall control to the extent of such conflict. Section 21. Severability. If any term of this Note is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. BORROWER: By: _________________________________ Patricia Bustamante, a single woman Date: _________________________________ 1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Cupertino ATTN: Senior Housing Planner Community Development Department 10300 Torre Avenue Cupertino, CA 95014 No fee for recording pursuant to Government Code Section 27383 APN: 375-23-034 SPACE ABOVE THIS LINE FOR RECORDER'S USE DEED OF TRUST WITH ASSIGNMENT OF RENTS THIS DEED OF TRUST, made this ____ day of _____, 2014, between Patricia Bustamante, a single woman, herein called TRUSTOR, whose address is 10526 Sterling Boulevard, Cupertino, California 95014; Chicago Title Company, a California corporation, herein called TRUSTEE; and the City of Cupertino, a municipal corporation, herein called BENEFICIARY. WITNESSETH: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to TRUSTEE IN TRUST, WITH POWER OF SALE, that property in the City of Cupertino, County of Santa Clara, State of California, described as: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF TOGETHER WITH the rents, issues and profits thereof, SUBJECT, HOWEVER, to the right, power and authority given to and conferred upon Beneficiary to collect and apply such rents, issues and profits. For the Purpose of Securing: (1) payment of the sum of Forty Four Thousand One Hundred and Ninety Four Dollars and Forty Eight Cents ($44,194.48), the interest thereon according to the terms of a promissory note of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, and (2) the performance of each agreement of Trustor incorporated by reference or contained herein, 2 including without limitation that certain City of Cupertino Housing Rehabilitation Program Owner Participation Agreement (the "Agreement"), dated as of July 14, 1999, and amended of even date herewith, and (3) Payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. Due on Sale (Acceleration): If the Trustor shall sell, convey, or alienate said property in any part thereof, or any interest therein, or shall be divested of its title in any manner or way, whether voluntarily or involuntarily, any indebtedness or obligation secured hereby, irrespectively of the maturity date expressed in any note or other document evidencing the same, at the option of the Beneficiary hereunder and without demand or notice, shall immediately become due and payable. To Protect the Security of this Deed of Trust, and with respect to the real property described in Exhibit A, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A of that certain Fictitious Deed of Trust referenced herein, and it is mutually agreed that each and all of the provisions set forth in subdivision A B of that certain Fictitious Deed of Trust recorded in Book 6626, Page 664 of Official Records in the office of the Santa Clara County Recorder shall inure to and bind the parties hereto, with respect to the property described in Exhibit A. Said agreements, terms, and provisions contained in said subdivisions A and B are preprinted on the following pages hereof and by this reference are incorporated into and made a part of this Deed of Trust. The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to it at the address hereinbefore set forth. TRUSTOR: PATRICIA BUSTAMANTE, a single woman _____________________________ CERTIFICATE OF ACKNOWLEDGEMENT OF NOTARY PUBLIC STATE OF CALIFORNIA, ) ) COUNTY OF SANTA CLARA ) On ________________________ before me, ___________________________, personally appeared ____________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ____________________________________________ (Seal) EXHIBIT A LEGAL DESCRIPTION OF PROPERTY The land referred is situated in the City of Cupertino, County of Santa Clara, State of California, and is described as follows: Lot 282, Tract No. 1183 as shown on a map recorded June 23, 1953 in Book 44, Pages 11, 12, and 13 of Maps, Records of Santa Clara County, California. Excepting therefrom the underground water rights without right of surface entry, as conveyed to San Jose Water Works, a California corporation, by deed recorded January 21, 1954 in Book 2799, Page 73 of Official Records. Address: 10526 Sterling Boulevard, Cupertino, California 95014 APN: 375-23-034 DO NOT RECORD The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stat ed in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set for th at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other ac ts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereo f may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to fo reclose this Deed. (4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability th erefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled thereto." (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any se curity for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice o f sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auct ion to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accru ed interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. 1 FIRST AMENDMENT TO CITY OF CUPERTINO HOUSING REHABILITATION PROGRAM OWNER PARTICIPATION AGREEMENT (Patricia Bustamante) THIS FIRST AMENDMENT TO CITY OF CUPERTINO HOUSING REHABILITATION PROGRAM OWNER PARTICIPATION AGREEMENT (this "First Amendment") is entered into as of __________, 2014, by and between Patricia Bustamante, a single woman (the "Owner"), and the City of Cupertino, a municipal corporation (the "City") (collectively, the "Parties"), with reference to the following facts: RECITALS A. Owner and City entered into the City of Cupertino Housing Rehabilitation Program Owner Participation Agreement (the "Agreement"), dated as of July 14, 1999, pursuant to which Owner agreed to borrow and City agreed to lend funds for rehabilitation of the Property (as defined in the Agreement and as further described in Exhibit A attached to and incorporated into this First Amendment). B. The Parties desire to modify Section 3 of the Agreement. NOW, THEREFORE, based on the Recitals stated above, which Recitals are fully incorporated into this First Amendment, the Parties agree as follows: 1. Section 3 of the Agreement is hereby replaced in its entirety as follows: "3, LOAN PROVISIONS: "City has loaned and disbursed to Owner for the work described in the Agreement and past due interest the total sum of Forty Four Thousand One Hundred and Ninety Four Dollars and Forty Eight Cents ($44,194.48), which shall bear an interest rate of zero percent (0%) per annum, except that if an event of default occurs, interest shall accrue as described in the Promissory Note. The loan is evidenced by a Promissory Note executed by Owner and secured by a Deed of Trust against the Property in favor of City. Said Deed of Trust also secures performance of Owner's duties and obligations under this Agreement. "Owner also agrees to abide by City's Housing Rehabilitation Program Guidelines. Unless otherwise specified in said guidelines, the Property shall at all times be occupied by Owner as Owner's principal place of residence. 2 "The loan shall be due and payable upon Transfer (as defined in the Promissory Note) of the Property, upon an event of default as described in the Promissory Note, or if the Owner no longer occupies the Property as the Owner's principal residence." IN WITNESS WHEREOF, the Parties have executed this First Amendment on the day and year first above written. OWNER: PATRICIA BUSTAMANTE, a single woman ______________________________ ______________________________ Date CITY: CITY OF CUPERTINO, a municipal corporation By: _______________________________ David Brandt, City Manager ______________________________ Date A-1 EXHIBIT A LEGAL DESCRIPTION The land referred is situated in the City of Cupertino, County of Santa Clara, State of California, and is described as follows: Lot 282, Tract No. 1183 as shown on a map recorded June 23, 1953 in Book 44, Pages 11, 12, and 13 of Maps, Records of Santa Clara County, California. Excepting therefrom the underground water rights without right of surface entry, as conveyed to San Jose Water Works, a California corporation, by deed recorded January 21, 1954 in Book 2799, Page 73 of Official Records. Address: 10526 Sterling Boulevard, Cupertino, California 95014 APN: 375-23-034 1 The undersigned City of Cupertino, a municipal corporation (the "City" or "Beneficiary"), in and under the provisions of that certain Deed of Trust executed by Patricia Bustamante, a single woman (the "Trustor"), to U.S.E. Community Services Group, a California corporation, as Trustee for City, dated July 14, 1999 and recorded in the Official Records of Santa Clara County on October 19, 1999 as Instrument No. 15022703, hereby gives notice in accordance with the provisions of the Deed of Trust of the Submission and Appointment of City in place and instead of the Trustee, and does hereby vest in City as substituted Trustee all the rights, title, estate, power, duty and trusts conferred by the Deed of Trust upon the Trustee therein named. Now, therefore, City as substituted Trustee does hereby GRANT AND RECONVEY unto the parties entitled thereto without warranty all the estate and interest derived to the Trustee under the Deed of Trust in the real property described in Exhibit A attached hereto, situated in the City of Cupertino, County of Santa Clara, State of California. Executed this _____ day of __________, 20____. BENEFICIARY AND SUBSTITUTED TRUSTEE: City of Cupertino, a municipal corporation By:_______________________________ David Brandt, City Manager RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Cupertino ATTN: Senior Housing Planner Community Development Department 10300 Torre Avenue Cupertino, CA 95014 No fee for recording pursuant to Government Code Section 27383 SUBSTITUTION OF TRUSTEE AND FULL RECONVEYANCE 2 SIGNATURE MUST BE NOTARIZED STATE OF CALIFORNIA ) ) COUNTY OF SANTA CLARA ) On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public A-1 EXHIBIT A LEGAL DESCRIPTION The land referred is situated in the City of Cupertino, County of Santa Clara, State of California, and is described as follows: Lot 282, Tract No. 1183 as shown on a map recorded June 23, 1953 in Book 44, Pages 11, 12, and 13 of Maps, Records of Santa Clara County, California. Excepting therefrom the underground water rights without right of surface entry, as conveyed to San Jose Water Works, a California co rporation, by deed recorded January 21, 1954 in Book 2799, Page 73 of Official Records. Address: 10526 Sterling Boulevard, Cupertino, California 95014 APN: 375-23-034 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:114-0121 Name: Status:Type:Second Reading of Ordinances Agenda Ready File created:In control:5/19/2014 City Council On agenda:Final action:6/2/2014 Title:Subject: Foothill Live-Work development project, second reading Sponsors: Indexes: Code sections: Attachments:Staff Report A - Ordinance 14-2119 Action ByDate Action ResultVer. City Council6/2/2014 1 Subject: Foothill Live-Work development project, second reading Conduct the second reading and enact Ordinance No.14-2119:“An Ordinance of the Cupertino City Council approving the rezoning of a .87 gross acre parcel from P(CG)-Planned Development General Commercial to P(CG,Res)-Planned Development General Commercial and Residential, located at 10121 North Foothill Boulevard.” Application No(s): Z-2014-01; Applicant(s): Tate Development (Foothill Auto Service & Detail, Inc); Location: 10121 N Foothill Blvd; APN# 342-32-070; Development Permit to allow the demolition of an abandoned automobile service station and construct six residential units, including five live-work units with detached workspaces, along with associated site and off-site improvements; Architectural and Site Approval to allow the demolition of an abandoned automobile service station and construct six residential units, including five live-work units with detached workspaces, along with associated site and off-site improvements; Tentative Map to subdivide a .66 net acre parcel into six residential lots and one common area lot; Tree Removal Permit to allow the removal and replacement of five Monterey Pine trees; Rezoning of a .87 gross acre parcel from Planned Development General Commercial - P (CG) to Planned Development General Commercial and Residential - P(CG, Res); Negative Declaration CITY OF CUPERTINO Printed on 5/28/2014Page 1 of 1 powered by Legistar™ COMMUNITY DEVELOPMENT DEPARTMENT CITY HALL 10 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3308 www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: June 2, 2014 Subject Foothill Live-Work development project, second reading. Recommended Action Conduct the second reading of Ordinance No. 14-2119: “An Ordinance of the Cupertino City Council approving the rezoning of a .87 gross acre parcel from P(CG) – Planned Development General Commercial to P(CG, Res) – Planned Development General Commercial and Residential, located at 10121 North Foothill Boulevard.” Discussion The City Council discussed the project and conducted the first reading of the rezoning ordinance on May 20, 2014 on a 4-1 vote. The Council also approved the Development Permit (DP-2014-02, City Council Resolution No. 14-154) with the following revisions to the conditions of approval:  Superseded Condition nos. 9(j)(i) and 9(j)(ii) of Planning Commission Resolution No. 6734 to state, “Five (5) guest parking spaces shall be reserved for workspace patrons and allowable incidental employees only during the hours of 7 AM to 6 PM, Monday through Friday. The five (5) reserved guest parking stalls shall be open to all parties during the hours of 6 PM to 7 AM, Monday through Friday and 24 hours a day on weekends and holidays.”  Added - The applicant shall work with the affected neighboring property owners along the west and south property lines to determine the acceptable trimming and maintenance height of the new privacy trees/shrubs along the west and south property lines. The CC&Rs shall reflect the acceptable trimming and maintenance heights.  Added - The CC&RS shall require property owners of the live-work units to obtain and maintain a City business license in order to utilize the workspaces. Failure to do so would be a violation of the Development Permit and CC&Rs and would result in further code enforcement action by the City. No changes have been made to the ordinance since the first reading. Description Applications: DP-2014-02, ASA-2014-02, TM-2014-01, TR-2014-08, Z-2014-01, EA-2014-01 Applicant: Tate Development Property Owner: Foothill Auto Service and Detail, Inc. Location: 10121 North Foothill Boulevard (APN 342-32-070) ____________________________________ Prepared by: George Schroeder, Associate Planner Reviewed by: Gary Chao, Assistant Director of Community Development; Aarti Shrivastava, Assistant City Manager Approved for Submission by: David Brandt, City Manager Attachments: A – Ordinance No. 14-2119 ORDINANCE NO. 14-2119 AN ORDINANCE OF THE CUPERTINO CITY COUNCIL APPROVING THE REZONING OF A .87 GROSS ACRE PARCEL FROM P(CG) – PLANNED DEVELOPMENT GENERAL COMMERCIAL TO P(CG, RES) – PLANNED DEVELOPMENT GENERAL COMMERCIAL AND RESIDENTIAL, LOCATED AT 10121 NORTH FOOTHILL BOULEVARD WHEREAS, an application was received by the City (Application no. Z-2014-01) for the rezoning of a .87 gross acre parcel from P(CG) – Planned Development General Commercial to P(CG, Res) – Planned Development General Commercial and Residential; and WHEREAS, the rezoning will be consistent with the City's General Plan land use map, proposed uses and surrounding uses; and WHEREAS, the necessary public notices have been given and the Planning Commission held one public hearing, recommending to the City Council that the rezoning be granted per resolution No. 6738 (Z-2014-01); WHEREAS, upon due notice, the City Council has held at least one public hearing that the amendment to the Zoning map be granted; and WHEREAS, the City Council finds the following: 1. That the proposed zoning is in accord with this title of the Municipal Code and the City's Comprehensive General Plan. The rezoning is in conformance with the General Plan Land Use Map of the City of Cupertino, since the zoning designation would be consistent with the existing land use designation (Commercial/Residential). The rezoning has been processed in accord with Chapter 19.152 of the City’s Municipal Code. 2. The proposed zoning is in compliance with the provisions of the Califor nia Environmental Quality Act (CEQA). A mitigated negative declaration (MND) was prepared which analyzed biological resources, cultural resources, hazardous material, noise, air quality, geology and soils, water quality, parkland and other potential environmental impacts in accordance with CEQA requirements. The Initial Study determined that these potential environmental impacts were either less than significant or will be less than significant with implementation of the required mitigation measures identif ied in the MND. 3. The site is physically suitable (including, but not limited to, access, provision of utilities, compatibility with adjoining land uses, and absence of physical constraints) for the requested zoning designation(s) and anticipated land use development(s). The property involved is adequate in size and shape to conform to the new zoning designation and is appropriately configured to accommodate residential uses. The rezoning is compatible with the adjoining land uses and no physical constraints are present that would conflict with anticipated land use development. Provision of utilities and related infrastructure to service the property are required as part of the future development. 4. The proposed zoning will promote orderly development of the City. The rezoning promotes the orderly development of the city in that the rezoning facilitates the development of additional housing units where municipal services are currently available. The proposed rezoning is consistent with General Plan Policy 2-32 which discourages exclusive general commercial uses and encourages developments that are not in an identified commercial area (such as the project site) to include a neighborhood commercial presence along the street with storefronts and residential uses. 5. That the proposed zoning is not detrimental to the health, safety, peace, morals and general welfare of persons residing or working in the neighborhood of subject parcels. The proposed rezoning is not detrimental to the health, safety, peace, morals and general welfare of the persons residing or working in the neighborhood of subject parcels, as relevant mitigation measures will be incorporated as part of the CEQA review process to mitigate potential impacts to a less than significant level, in addition to adherence to all City regulations. NOW, THEREFORE, BE IT ORDAINED AS FOLLOWS: That after careful consideration of the, maps, facts, exhibits, testimony and other evidence submitted in this matter, the City Council based upon the findings described above, the public hearing record and the Minutes of Planning Commission Meeting of April 22, 2014, and subject to the conditions specified below: Section 1. That the property described in attached Exhibits A is hereby rezoned to: P(CG, Res) – Planned Development General Commercial and Residential ; and that Exhibit A attached hereto is made part of the Master Zoning Map of the City of Cupertino; Section 2. That the Rezoning is contingent upon the final recordation of the tentative parcel map indicated as a concurrent approval (TM-2014-01); and Section 3. This ordinance shall take effect and be in force thirty (30) days after its passage. INTRODUCED at a regular adjourned meeting of the City Council of the City of Cupertino, State of California, the 20th day of May 2014, and ENACTED at a regular meeting of the City Council of the City of Cupertino the 2nd day of June 2014 by the following roll call vote: AYES: CITY COUNCIL MEMBERS: NOES: CITY COUNCIL MEMBERS: ABSTAIN: CITY COUNCIL MEMBERS: ABSENT: CITY COUNCIL MEMBERS: ATTEST: APPROVED: Grace Schmidt Gilbert Wong, Mayor City Clerk City of Cupertino EXHIBIT A: ZONING PLAT MAP AND LEGAL DESCRIPTION G:\Planning\PDREPORT\ORD\2014\Z-2014-01 ord.doc CITY OF CUPERTINO Legislation Details (With Text) File #: Version:114-0123 Name: Status:Type:Ordinances and Action Items Agenda Ready File created:In control:5/19/2014 City Council On agenda:Final action:6/2/2014 Title:Subject: Brush abatement for public nuisance and potential fire hazard Sponsors: Indexes: Code sections: Attachments:Staff Report Action ByDate Action ResultVer. City Council6/2/2014 1 Subject: Brush abatement for public nuisance and potential fire hazard Remove this item from the agenda since no parcels are on the list CITY OF CUPERTINO Printed on 5/28/2014Page 1 of 1 powered by Legistar™ OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3223 www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: June 2, 2014 Subject Brush abatement for public nuisance and potential fire hazard. Recommended Action Remove this item from the agenda. Discussion On May 20, 2014, Council adopted Resolution No. 14-151 declaring brush to be a public nuisance and potential fire hazard and setting a hearing date of June 2 to consider any objections of property owners to the proposed removal of brush. Santa Clara County Fire Department informed the City Clerk’s office that there were no outstanding parcels in Cupertino this year making a hearing unnecessary. _____________________________________ Prepared by: Kirsten Squarcia, Deputy City Clerk Reviewed by: Grace Schmidt, City Clerk Approved for Submission by: David Brandt, City Manager Attachments: None CITY OF CUPERTINO Legislation Details (With Text) File #: Version:114-0122 Name: Status:Type:Ordinances and Action Items Agenda Ready File created:In control:5/19/2014 City Council On agenda:Final action:6/2/2014 Title:Subject: Authorize the City Manager to execute an agreement with New World Systems for the replacement of the city-wide Finance, Human Resources and Payroll system Sponsors: Indexes: Code sections: Attachments:Staff Report A - Draft Agreement B - Appendix 1 - Statment of Work Action ByDate Action ResultVer. City Council6/2/2014 1 Subject: Authorize the City Manager to execute an agreement with New World Systems for the replacement of the city-wide Finance, Human Resources and Payroll system Authorize the City Manager to execute an agreement with New World Systems for the replacement of the Pentamation system in the amount of $561,060 for licensing and implementation and $65,000 annually for software maintenance for five years for a total five- year non-to-exceed amount of $821,060 CITY OF CUPERTINO Printed on 5/28/2014Page 1 of 1 powered by Legistar™ S ADMINISTRATIVE SERVICES DEPARTMENT CITY HALL 10 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3227 www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: June 2, 2014 Subject Authorize the City Manager to execute an agreement with New World Systems for the replacement of the city-wide Finance, Human Resources and Payroll system. Recommended Action It is recommended that the Council authorize the City Manager to execute an agreement with New World Systems for the replacement of the Pentamation system in the amount of $561,060 for licensing and implementation and $65,000 annually for software maintenance for five years for a total five -year not-to- exceed amount of $821,060. Background An effective and efficient financial management system is essential to the mission of the City of Cupertino. The City currently runs the SunGard Pentamation system, including modules for accounting, payroll, human resources, and reporting. This system is the essential tool staff uses to execute the City’s business and provide information to Council. The existing Pentamation system was implemented 16 years ago. While the system implementation has been paid for, the City budgets approximately $40,000 in base support costs for the system and is billed separately and additionally for patches and repairs and “upgrades.” Although the system has been upgraded over time, the software is cumbersome for staff and makes it difficult for staff to provide transparent information as requested by Council. The system’s outdated technology platform and limited functionality has prevented the City from implementing industry best practices in finance and HR management. Over the past several years, the City has also experienced vendor support issues and declining customer support. Most concerning is SunGard’s lack of product improvement. Instead of investing in Pentamation, SunGard developed an entirely new product line, One Solution, and is phasing out Pentamation. We anticipate that the City’s Pentamation system will no longer be supported by SunGard in the near future and the City will be forced to move to a new software system. Given Council’s priority for using cutting edge technology to increase efficiency, staff took a proactive approach to address issues with this aging technology. As part of an analysis of the City’s financial reporting process, City staff conducted a needs assessment and workflow analysis, which found that staff throughout the City track significant amounts of data in excel or paper form as the Pentamation system does not meet their analysis and reporting needs. In some instances, the spreadsheets contain duplicate information that conflicts with Pentamation data. Often times, departments must use spreadsheets for tracking budget and expenditures, which increases the likelihood of significant budgeting errors and creates potential audit issues. The Finance Division regularly has to manually enter financial data from departments and payroll is a completely manual paper process. A new enterprise resource planning (ERP) system would allow Cupertino to catch up with industry best practices, including improved workflow and increased reporting and analysis capacity. These efficiencies would be realized throughout the organization and falls in line with Council’s priority for using technology to improve efficiency and transparency. Discussion City staff used the information compiled from the needs assessment and workflow analysis to develop a request for proposals (RFP). The City also engaged Koa Hills Consulting, which specializes in software implementations, to work with staff to map our current processes and help us map out an improved process leveraging the new functionality available in ERP systems based on industry best practice. The consulatant also worked with staff to develop requirements and recommendations for any new system. In November 2013, staff solicited bids to replace the City’s financial, payroll, and human resources management software. The City sent RFP requests to nine software companies and received three responses. Company Proposed Solution New World Systems Logos.NET Tyler Technologies, Inc. Munis SunGard Public Sector Pentamation Cogsdale No response Harris Computer No response Infor Lawson No response Microsoft No response Springbrook Software No response Workday No response An interdepartmental selection committee comprised of staff from Finance, Human Resources, Information Technology, and Public Works evaluated each proposal using the following criteria: Evaluation Criteria Weighted Value Overall presentation of material in RFP 5% Proposal demonstrates that software delivers requirements stated in RFP 25% Commitment to schedule and availability of key team members 10% Qualifications, experience, demonstrates understanding of work flow processes with similar jurisdictions 20% High Quality, Intuitive, User Friendly software 15% Cost (Refer to Cost Comparison Sheet) 25% Total = 50 Points 100% SunGard was eliminated from further consideration based on four factors: the software would not deliver the improved functionality required in the RFP, the software demonstrated poor workflow, and the software proposed by the vendor was outdated technology that was neither intuitive nor user friendly. The two remaining vendors, Tyler Technologies and New World Systems, were then invited to do an onsite demonstration of the capabilities of their software system. The vendors were given a proof of capabilities scripted demonstration package developed with Koa Hills Consulting, which incorporated our requirements and recommendations. Each vendor was given two days to demonstrate the software. Staff was invited to attend and score these demonstrations and over 30 staff from all departments participated. Next, offsite demonstrations were conducted. Key Finance and HR staff visited Culver City and Victorville to see fully implemented Tyler Munis software in action. Staff also visited the City of Turlock and the City of Capitola to see an on- site demonstration of New World System’s Logos.NET. Finally, staff contacted cities that have been using the systems for additional reference checks. These site visits and reference checks were scored based on ease of implementation, customer support, IT support, functionality, reporting, and the extent to which modules have been fully implemented. After fully vetting both finalists, staff requested best and final offers (BAFOs) from both vendors, ensuring that both proposals would include the same modules for an apples-to-apples comparison. The BAFOs resulted in significant price reductions from the original proposals. Based upon the RFP submission, onsite demonstration, offsite demonstration, reference checks and BAFO price, staff determined that New World System’s Logos.NET solution best meets the City’s needs. Proven Product. There are over 400 communities using New World’s software, most of these clients are on the newest version of the software. In addition, New World has tighter integration as their product was developed internally from the ground up. Tyler has purchased modules from third parties and integrated them into their existing software package. In addition, Tyler version 10 is a major revamp of the previous software and has yet to be fully implemented and vetted by its California clients. Implementation Timeline. New World System’s is confident that they can meet our goal of going live with the core financials by January 1, 2015 as they have met similar aggressive implementation timelines in other cities. Tyler technologies reported to the City that they could not meet our implementation timeline and would likely have the City going live on July 1, 2015. This six month difference would require additional staff time and outside consulting resources increasing the total cost of the project. Superior Customer Service. New World has consistently demonstrated their commitment to customer service from thoroughly preparing for the demonstration process to making the necessary concessions during the contract negotiation process. It was obvious that Tyler did not prepare for the on-site demonstration as they did not follow City staff’s requested format. Tyler clients also expressed concerns about customer service related to the implementation process and IT support. Strong Network of Like Users. The Cities of Turlock, Manteca, and Capitola are currently using the New World System. Staff connected with key staff members at Turlock and Capitola that were involved in their implementation. They demonstrated how the software works in their city and offered their expertise to us as we undertake our implementation. Staff had to travel to Southern California for a Tyler site visit as no nearby cities have fully implemented the software. Demonstrated Software Functionality. As previously mentioned, part of the vetting process for both vendors entailed an onsite demonstration of their software. City staff, with the assistance of Koa Hills, developed a detailed script for both vendors to follow to demonstrate that their systems could complete all functions required by the City as listed in the RFP. Of the two vendors, New World was able to demonstrate almost all of the items on the City’s script while Tyler only showed a portion of the required functionality. Good Value. While the Tyler system is offered at a lower cost, New World’s shorter implementation timeframe will save time and staff resources. In addition, staff is more confident that the New World product can meet the City’s functionality requirements based on the demonstration of the software. Cost Comparison Vendor Cost Comparison Tyler New World One-Time Costs Software/Equipment 231,618 245,060 Implementation 191,100 266,000 Subtotal 422,718 511,060 Est. Travel 98,667 50,000 Contract Total 521,385 561,060 Ongoing Costs (5-Year Annual Average) Maintenance 57,024 65,000 In the initial five years New World is projecting annual costs of $65,000 annually. Comparing like services, Tyler would cost on average $57,024 annually. Fiscal Impact City Council approved funding for the replacement of the current software system as part of the FY 2013-14 budget and at Mid-Year. The total budget for the vendor software and implementation was estimated at $600,000. Prepared by: Jacqui Guzman, Acting Human Resources Manager Reviewed by: Kristina Alfaro, Interim Director of Administrative Services Approved for Submission by: David Brandt, City Manager Attachment: A - Draft Agreement B - Appendix 1 Statement of Work Document Number: CUPE 14L1F Corporate: 888 West Big Beaver Road • Suite 600 • Troy • Michigan 48084-4749 • 248-269-1000 • www.newworldsystems.com 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx STANDARD SOFTWARE LICENSE AND SERVICES AGREEMENT May 27, 2014 This Standard Software License and Services Agreement which includes the attached Exhibits and Appendix (“this Agreement”) is between New World Systems Corporation (“New World”), a Michigan Corporation and City of Cupertino, California, (“Customer”). This Agreement sets forth the terms and conditions under which New World will furnish the Licensed Products and will provide certain services described herein to Customer. The attached Exhibits and Appendix include: Exhibit AA..................... TOTAL COST SUMMARY AND PAYMENT SCHEDULE Exhibit A ....................... LICENSED STANDARD SOFTWARE AND FEES Exhibit B ........................ IMPLEMENTATION AND TRAINING SUPPORT SERVICES Exhibit C ....................... STANDARD SOFTWARE MAINTENANCE AGREEMENT Exhibit D ....................... NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES Exhibit E ........................ DEMONSTRATION SITE DISCOUNT Exhibit F ........................ DATA FILE CONVERSION ASSISTANCE Exhibit G ....................... INTENTIONALLY LEFT BLANK Exhibit H ....................... INCORPORATION BY REFERENCE OF NEW WORLD’S RESPONSE TO CUSTOMER’S RFP SOFTWARE SPECIFICATIONS Appendix 1 .................... STATEMENT OF WORK By signing below, each of us agrees to the terms and conditions of this Agreement together with the attached Exhibits and Appendix. This Agreement contains the complete and exclusive statement of the agreement between us relating to the matters referenced herein and replaces any prior oral or written representations or communications between us. Each individual signing below represents that (s)he has the requisite authority to execute this Agreement on behalf of the organization or entity for which (s)he represents and that all the necessary formalities have been met. If the individual is not so authorized then (s)he assumes personal liability for compliance under this Agreement. ACKNOWLEDGED AND AGREED TO BY: NEW WORLD SYSTEMS CORPORATION (New World) CITY OF CUPERTINO, CALIFORNIA (Customer) By: ___________________________________ Larry D. Leinweber, President By: ___________________________________________ David Brandt, City Manager Approved as to form: ______________________________________________ Carol Korade, City Attorney Attest: ______________________________________________ Grace Schmidt, City Clerk Date: __________________________________ Date: _________________________________________ The “Effective Date” of this Agreement is the latter of the two dates in the above signature block. City of Cupertino, CA Page 2 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx DEFINITIONS The following terms as defined below are used throughout this Agreement: 1. “Authorized Copies”: Except as provided in subparagraph 1.3, the only authorized copies of the Licensed Software and Licensed Documentation are the copies of each application software package defined in this Paragraph. They are: (i) the single copy of the Licensed Software and the related Licensed Documentation delivered by New World under this Agreement; and (ii) any additional copies made by Customer as authorized in subparagraph 1.2. 2. “An Authorized User/Workstation”: Subject to the number of users specified in Exhibit A, any PC workstation that is connected to access the Licensed Software resident on Computer and that may be logged on to access the programs, interfaces, data, or files created and/or maintained by the License d Software. 3. “Computer”: The .NET Server(s) to be located at: City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Customer shall identify in writing the serial number of the Computer within ten (10) days of receipt of the Computer or within ten (10) days of the Effective Date, whichever is later. If the Computer is to be relocated, Customer shall notify New World of the new location in writing prior to the relocation. 4. “Confidential Information”: Information disclosed or obtained by one party in connection with, and during the term of, this Agreement and designated as “Confidential” by the party claiming confidentiality at the time of disclosure. Confidential Information does not include any information which was previously known to the other party without obligation of confidence or without breach of this Agreement, is publicly disclosed either prior or subsequent to the other party’s receipt of such information, or is rightfully received by the other party from a third party without obligation of confidence. To the extent permissible under the California Public Records Act in Government Code Section 6254, should Customer receive a request for information designated as “confidential” under this Agreement, it shall be New World’s responsibility to seek remedies to prevent disclosure. 5. “Customer Liaison”: A Customer employee assigned to act as liaison between Customer and New World for the duration of this Agreement. Within ten (10) days of the Effective Date, Customer shall notify New World of the name of the Customer Liaison. 6. “Daily Rate”: As described in this Agreement, New World shall provide services to Customer at the rate of $1,000/day. The daily rate covers all hours worked by a New World employee per day on this project. The daily rate is protected for 24 months after the Effective Date, at which time the daily rate shall be the then-current New World daily rate. 7. “Delivery of Licensed Standard Software”: Licensed Standard Software will be delivered in a machine readable form to Customer via an agreed upon network connection, or on appropriate media if requested, as soon as the software is available after the Effective Date but no later than thirty (30) days after the Effective Date. 8. “Development Software”: Standard application software currently under development by New World which, if applicable, will be completed and delivered to Customer as Licensed Standard Software when available. 9. “Installation of Licensed Standard Software”: Installation of the Licensed Standard Software shall be deemed to occur, for all billings or other events described herein, upon the earlier of: (a) the transfer or loading of the Licensed Standard Software onto a Customer server or computer, or (b) thirty (30) days after delivery of the Licensed Standard Software. 10. “Licensed Custom Software”: Any software (programs or portions of programs) developed by New World specifically for Customer’s own use. 11. “Licensed Documentation”: New World User Manuals which includes the current specifications for the Licensed Standard Software and other written instructions relating to the Licensed Software (such as Product Bulletins, installation instructions, and training materials). 12. “Licensed Products”: The Licensed Software, the related Licensed Documentation, and the Authorized Copies of the foregoing. 13. “Licensed Software”: The Licensed Standard Software, Development Software, Upgrades, and Licensed Custom Software provided under this Agreement. 14. “Licensed Standard Software”: The current version of New World standard and development application software package(s) (in machine readable code) listed in Exhibit A. 15. “SSMA”: The New World Standard Software Maintenance Agreement as set forth in Exhibit C. 16. “Travel Expenses”: All actual and reasonable travel expenses incurred by New World for trips relating to this project, including but not limited to, airfare, rental car, lodging, mileage, parking/tolls, and daily per diem expenses. 17. “Travel Time”: Actual New World employee travel time billed at the Hourly Rate of $125/hour, up to, but not exceeding, four (4) hours per each trip relating to this project. 18. “Upgrades”: Any enhanced and/or improved versions of the Licensed Standard Software provided as Licensed Standard Software under Exhibit C of this Agreement and released after the execution of this Agreement. City of Cupertino, CA Page 3 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx GENERAL TERMS AND CONDITIONS 1.0 SINGLE USE LICENSE 1.1 New World grants Customer a nontransferable, nonexclusive, and non-assignable license to use the Licensed Software only on the Computer and only for its internal processing needs. Customer shall have the right and license to use, enhance, or modify the Licensed Software only for Customer’s own use and only on the Computer and only on an authorized workstation. New World will deliver to Customer one copy of each application of the Licensed Software (in machine readable form compatible with the specified operating environment) and one copy of the related Licensed Documentation. If Customer fails to pay all license fees specified in Exhibit A and the applicable custom software fees, if any, Customer shall forfeit the right and license to use the Licensed Products and shall return them to New World. 1.2 In order to assist Customer in the event of an emergency, Customer is permitted to make a reasonable number of copies on magnetic media of each application of the Licensed Software and one back-up copy of the related Licensed Documentation. These Authorized Copies may be stored as defined above so long as they are kept in a location secure from unauthorized use. Except as provided herein, Customer or anyone obtaining access through Customer shall not copy, distribute, disseminate, or otherwise disclose to any third party the Licensed Products or copies thereof in whole or in part, in any form or media. This restriction on making and distributing the Licensed Products or copies of any Licensed Product includes without limitation, copies of the following: (i) Program libraries, either source or object code; (ii) Operating control language; (iii) Test data, sample files, or file layouts; (iv) Program listings; and (v) Licensed Documentation. 1.3 Upon written request by Customer, and with written permission by New World, additional Authorized Copies may be made for Customer’s internal use only, which permission shall not be unreasonably withheld. Licensed Documentation is exempted from this requirement and Customer can reproduce Licensed Documentation without limit so long as the reproductions are used for internal purposes only. 2.0 OWNERSHIP 2.1 The Licensed Products and all copyright, trade secrets and other proprietary rights, title and interest therein, remain the sole property of New World or its licensors, and Customer shall obtain no right, title or interest in the Licensed Products by virtue of this Agreement other than the nonexclusive, nontransferable, non-assignable license to use the Licensed Products as restricted herein. 2.2 The license to use any Licensed Custom Software provided under this Agreement, if any, is included in this license. New World shall have the right to use any data processing ideas, techniques, concepts, and/or know-how acquired by it in the performance of services under this Agreement including the development of Licensed Custom Software for the advancement of its own technical expertise and the performance of other Software License and Service Agreements or any other applicable agreements. New World shall have, without restriction, the right to use all programs, procedures, information, and techniques that are publicly available, obtained or obtainable from third parties and/or developed independently by New World without specific reference to Customer’s organization. 3.0 CORRECTION AND SOFTWARE MAINTENANCE ON STANDARD SOFTWARE 3.1 New World shall provide software correction service and maintenance for the Licensed Standard Software during the term of Customer’s SSMA. See Exhibit C for a description of the SSMA start date and term, the services available and the applicable fees and procedures. 4.0 WARRANTIES 4.1 New World warrants, for Customer’s benefit only, that the Licensed Standard Software will perform as specified in its user manuals based on the then-current release of the Licensed Standard Software. 4.2 New World warrants, for Customer’s benefit only, that it possesses the necessary intellectual rights to license to Customer the Licensed Standard Software provided hereunder. 4.3 New World warrants, for Customer’s benefit only, that the items coded yes in the Response to Customer’s RFP will be met as described in Exhibit H. City of Cupertino, CA Page 4 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx The foregoing warranties do not apply if the Licensed Product(s) have been modified by any party other than New World. New World does not warrant that the features or functions of the Licensed Software will meet Customer’s requirements or in any combination or use Customer selects. EXCEPT AS SPECIFICALLY PROVIDED IN THIS PARAGRAPH 4.0, AND ITS SUBSECTIONS, NEW WORLD EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE LICENSED PRODUCTS, INCLUDING BUT NOT LIMITED TO, THE LICENSED PRODUCTS’ CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. 5.0 INSTALLATION AND TRAINING SUPPORT SERVICES 5.1 As provided for in Exhibit B and concurrent with timely payments, New World shall make available to Customer qualified representative(s) who will provide installation and training support services for each application of the Licensed Software delivered. See Exhibit B for a description of the services provided and the applicable fees and procedures. 6.0 CUSTOMER LIAISON AND CUSTOMER RESPONSIBILITIES The successful implementation of the Licensed Products into Customer’s environment requires Customer’s commitment to and cooperation in the implementation process. Accordingly, Customer hereby agrees to the following: 6.1 Customer understands that the Licensed Software is designed to run in a specified operating environment which includes hardware, software and related equipment not provided by New World. Customer is responsible for assuring that the appropriate hardware equipment, related components and all cabling are installed timely and are suitable for the successful installation of the Licensed Software. 6.2 Customer agrees to provide the management interface and support necessary to successfully complete the implementation of the Licensed Software. This support includes upper level management priority setting and timely involvement during and after a change in Customer’s organization, Customer’s operations and/or after changes in Customer’s internal policies or procedures which directly affect the software implementation. 6.3 Customer shall assign an upper level employee to serve as the Customer Liaison for the durat ion of the Licensed Software implementation. If Customer must replace the Customer Liaison for reasons beyond its control, Customer will assign a new Customer Liaison as soon as reasonably possible. New World is not responsible for any delay caused directly or indirectly by the reassignment of the Customer Liaison. In addition to other duties and responsibilities, the Customer Liaison shall: (i) provide timely answers to New World’s requests for information; (ii) coordinate a mutually agreeable implementation and training schedule; (iii) have authority to sign for and obligate Customer to any matters relating to service requests, design documents, performance test documents and/or delivery and service dates; (iv) in situations where Customer participation is required, provide timely input for systems definition, detail design, and use of the software system. 6.4 Customer is responsible for creating and maintaining its master files, tables and the like which includes accurate data entry, accurate file editing and overall file control to assure successful systems performance. 6.5 Customer shall provide qualified personnel with sufficient backup to be trained to use the Licensed Software and to interpret the output upon sufficient training by New World. Applying the output information in Customer’s environment is Customer’s sole responsibility. 7.0 BILLING AND ADDITIONAL AUTHORIZED WORKSTATION CHARGES 7.1 The attached Exhibits set forth the manner in which fees and payments shall be allocated and made under this Agreement. Past due amounts are subject to a service charge of 1.5% per month, which charge Customer agrees to pay. To the extent Customer imposes additional requirements on New World for services other than those expressly provided in this Agreement, New World retains the right to make additional price adjustments and/or any other adjustments that may be necessitated. Before performing these additional services, New World will notify Customer that the services are subject to additional charge(s). There shall be no additional services or software provided without a modification or change order to this Agreement. City of Cupertino, CA Page 5 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx 7.2 If Customer wishes to add additional authorized workstations or Licensed Standard Software, Customer agrees to pay the additional License fees at the then current software prices in effect. SSMA fees shall be increased according to the additional Licensed Standard Software fees on the next annual billing date after the additional workstations and/or Licensed Standard software is added , or as specified in the future contract. With said payments, the license provided in Paragrap h 1.0 permits Customer’s use of the Licensed Software for the specified workstations. 7.3 Customer shall notify New World if additional authorized workstations need to be added to access the Licensed Software and will pay the additional authorized workstation fees promptly when invoiced. 7.4 Any taxes or fees imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to remit when imposed. If an exemption is claimed by the Customer, an exemption certificate must be submitted to New World. 8.0 CONFIDENTIAL INFORMATION / NON-DISCLOSURE AGREEMENT 8.1 Subject to the requirements of the Freedom of Information Act (FOIA) and/or other compara ble applicable state law, each party shall hold all Confidential Information in trust and confidence for the party claiming confidentiality and not use such Confidential Information absent express written consent by the party claiming confidentiality. The other party agrees not to disclose any such Confidential Information, by publication or otherwise, to any other person or organization. Customer agrees to timely notify New World of any request(s) made for disclosure of confidential information and it is New World’s responsibility to pursue remedies to prevent disclosure. 8.2 Customer hereby acknowledges and agrees that all Licensed Products are Confidential Information and proprietary to New World. In addition to the other restrictions set forth elsewhere in this Agreement or otherwise agreed to in writing, Customer agrees to implement all reasonable measures to safeguard New World’s proprietary rights in the Licensed Products, including without limitation the following measures: (i) Customer shall only permit access to the Licensed Products to those employees who require access and only to the extent necessary to perform Customer’s internal processing needs. (ii) With respect to agents or third parties, Customer shall permit access to the Licensed Products only after New World has received, approved and returned a fully executed Non- Disclosure Agreement to Customer (see Exhibit D). New World reserves the right to reasonably refuse access to a third party after it has evaluated the request. Customer agrees to provide information reasonably requested by New World to assist New World in evaluating Customer’s request to permit third party access to the Licensed Products. In addition to any other remedies, New World may recover from Customer all damages and legal fees incurred in the enforcement of this provision on third party access; (iii) Customer shall cooperate with New World in the enforcement of the conditions set forth in the attached Non-Disclosure Agreement or any other reasonable restrictio ns New World may specify in writing in order to permit access; (iv) Customer shall not permit removal of copyright or confidentiality labels or notifications from its proprietary materials; and (v) Customer shall not attempt to disassemble, decompile or reverse engineer the Licensed Software. 8.3 Customer agrees that in addition to any other remedies that may be available at law, equity or otherwise, New World shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of a breach or threatened breach of this paragraph 9.0 on Confidentiality and Non-Disclosure. 9.0 LIMITATION OF LIABILITY AND RECOVERABLE DAMAGES New World’s entire liability and Customer’s exclusive remedies are set forth below: 9.1 For any claim relating to the non-conformance or imperfection of any licensed software provided under this Agreement, New World will correct the defect so that it conforms to the warranties set forth in subparagraph 4.1; or if after repeated attempts to correct the non -conformity, New World is unable to correct the non-conformity, then Customer may recover its actual damages subject to the limits set forth in subparagraph 10.2 below. For any other claim arising under or in connection with City of Cupertino, CA Page 6 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx this Agreement, Customer may recover its actual damages subject to the limits set forth in subparagraph 10.2 below. 9.2 New World’s total liability to Customer for all claims relating to the Licensed Products and this Agreement, including any action based upon contract, tort, strict liability, or other legal theory, shall be limited to Customer’s actual damages and in no event shall New World’s liability exceed the Exhibit A Licensed Standard Software fees paid to New World up to the One-Time Project Cost described in Exhibit AA. 9.3 New World shall not be liable for any special, indirect, incidental, punitive, exemplary, or consequential damages, including loss of profits or costs of cover, arising from or related to a breach of this Agreement or any order or the operation or use of the Licensed Products including such damages, without limitation, as damages arising from loss of data or programming, loss of revenue or profits, failure to realize savings or other benefits, damage to equipment, a nd claims against Customer by any third person, even if New World has been advised of the possibility of such damages. 9.4 If it is determined that a limitation of liability or a remedy contained herein fails of its essential purpose, then the parties agree that the exclusion of incidental, consequential, special, indirect, punitive, and/or exemplary damages is still effective. 10.0 INTEGRATION WITH U.S. COPYRIGHT ACT 10.1 In addition to all other provisions provided under this Agreement, Customer agrees to be bound by and to comply with any and all provisions of the U.S. Copyright Act (The Copyright Act of 1976, U.S.C. Sections 101-810 (1976) as amended). If a provision of the U.S. Copyright Act and this Agreement conflict, the more restrictive of the two applies. If it cannot be determined which is the more restrictive, then the provision within this Agreement shall apply. 11.0 INDEPENDENT CONTRACTOR 11.1 New World is an independent contractor. The personnel of one party shall not in any way be considered agents or employees of the other. To the extent provided for by law, each party shall be responsible for the acts of its own employees. 11.2 Each party shall be responsible for Workers’ Compensation coverage for its own personnel. 12.0 INSURANCE REQUIREMENTS New World shall not commence work under this Agreement until it has obtained the insurance required under this paragraph. 12.1 Workers’ Compensation Insurance: New World shall procure and maintain during the term of this Agreement, Workers’ Compensation Insurance for all of its employees who engage in the work to be performed. 12.2 Liability and Property Insurance – Comprehensive Form: New World shall procure and maintain during the term of this Agreement, Liability and Property Damage Insurance in an amount not less than $1,000,000 on account for each accident; and in an amount not less than $1,000,000 for each accident for damage to property. 12.3 Automobile Liability Insurance: New World shall procure and maintain during the term of this Agreement, Hired and Non-Ownership Motor Vehicle Bodily Injury and Property Damage Insurance in an amount not less than $1,000,000 for injuries, including accidental death, to each person; and, subject to the same limit for each person, in an amount not less than $1,000,000 for each accident; and in an amount not less than $1,000,000 on account for each accident for damage to property, provided however that the combined single limit for all automotive related claims shall not exceed $1,000,000. 13.0 DISPUTE RESOLUTION PROCEDURE 13.1 Any dispute or controversy arising out of or relating to this Agreement, or breach thereof, shall be settled by the following procedure. Level 1: Before entering into Level 2 or Level 3 of this Dispute Resolution Procedure (DRP), New World and Customer shall enter into a series of management meetings for the purpose of resolving the dispute or controversy through normal business management practices . The series of meetings, consisting of not less than three face-to-face meetings, must be held between upper-level managers of both Customer and New World. Both parties agree to put forth their best efforts in these meetings. The meeting s shall be held at Customer’s offices or at a mutually agreeable location. The Level 1 period shall begin when one party City of Cupertino, CA Page 7 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx gives notice to the other by certified mail that it is entering into this Level 1 procedure to resolve the dispute. Level 2: Only after the parties have completed Level 1 of the DRP without resolving the dispute or controversy and before entering into Level 3 of the DRP, Customer and New World shall enter into a mediation process. Each party shall bear its own costs in preparing for and conducting mediation, except that the joint costs, if any, of the actual mediation proceeding shall be shared equally by the parties. The mediation process is defined as follows: The parties shall select a mutually agreeable mediator to aid the parties in resolving the dispute or controversy. The mediator shall not be an employee or former employee of either party. The mediation shall be held at a location agreed upon by the parties. Level 3: Only after the completion of both Levels 1 and 2 above without a satisfactory resolution of the dispute or controversy, either party may bring suit in the United States District Court for the Northern District of California. Each party shall bear the cost of their own legal expenses if Level 3 is used. 14.0 TERMINATION 14.1 By Customer: If New World fails to provide the Licensed Software as warranted in accordance with the terms of this Agreement, Customer may at its option terminate this Agreement with ninety (90) days written notice as follows: (i) The termination notice shall provide a detailed description (with examples) of any warranty defects claimed; (ii) New World shall have ninety (90) days from receipt of said notice to correct any warranty defects in order to satisfy the terms of this Agreement; (iii) During the ninety (90) day cure period, Customer shall apply sound management practices and use its best efforts to resolve any issues or obstacles – including cooperating with New World; (iv) At the end of ninety (90) days unless the termina tion has been revoked in writing by Customer, the Agreement terminates. 14.2 By New World: If Customer fails to make prompt payments to New World when invoiced, or if Customer fails to fulfill its responsibilities under this Agreement, including but not limited to those outlined in Paragraph 6.0, then New World may at its option terminate this Agreement with written notice as follows: (i) The termination notice shall define the reason for termination; (ii) If the cited reason for termination is Customer’s failure to make prompt payment, Customer shall have thirty (30) days from receipt of said notice to make payment in full for all outstanding invoiced payments due; (iii) If the cited reason for termination is Customer’s failure to fulfill its responsibilities, Customer shall have ninety (90) days from receipt of said notice to correct any actual deficiencies in order to satisfy the terms of this Agreement; (iv) During the applicable cure period, New World will use sound management practices and its best efforts to resolve any issues or obstacles – including the reassignment of personnel if necessary to improve the working relationship; (v) At the end of the applicable cure period, unless the termination has been revoked in writing by New World, the Agreement terminates. 14.3 In the event of termination by either party, New World shall continue to provide its services, as previously scheduled, through the termination date and the Customer shall continue to pay all fees and charges incurred through the termination date as provided in the attached Exhibits. 14.4 Upon termination, before payment of the Licensed Software, Customer shall return to New World all Licensed Products, including any copies provided to or created by Customer under this Agreement. Upon termination after the payment of the Licensed Software as provided in Exhibit AA, Customer may, at its discretion, retain the software or return it to New World and pursue any available remedies under this Agreement. 14.5 Nothing in this paragraph on termination is intended to infer that either party has or does not have a claim for damages. City of Cupertino, CA Page 8 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx 14.6 The Terms and Conditions relating to ownership, warranties, confidentiality and non-disclosure, limitation of liability and recoverable damages, Copyright Act, dispute resolution and the General provisions (18.0), survive termination. 15.0 PATENT AND TRADEMARK INDEMNIFICATION New World agrees to indemnify and save the Customer harmless from and against any and all judgments, suits, costs, and expenses subject to the limits set forth in this Agreement resulting from any alleged infringement of any patent or copyright arising from the licensing of the Licensed Standard Software pur suant to this Agreement, provided that Customer has notified New World in writing of such allegation within a reasonable timeframe of the date upon which the Customer first receives notice thereof. New World’s obligation to indemnify and save Customer harmless under this paragraph is void if the claim of infringement arises out of or in connection with any modification made to the Licensed Standard Software or any use of the Licensed Standard Software not specifically authorized in writing by New World. 16.0 NOTICES 17.1 Notices to Customer shall be deemed effective when deposited in the mail by Registered or Certified U.S. Mail to the business address of the Customer. 17.2 Notices to New World shall be deemed effective when deposited in the mail by Registered or Certified U.S. Mail to the following address (or to any other address so specified by New World): New World Systems Corporation 888 West Big Beaver, Suite 600 Troy, Michigan 48084 Attention: President 17.0 GENERAL 17.1 This Agreement is the entire agreement between the parties superseding all other communications, written or oral, between the parties relating to the subject matter of this Agreement. This Agreement may be amended or modified only in writing signed by both parties. 17.2 This Agreement is governed by the laws of the State of California and it shall be binding on the successors and assigns of the parties. 17.3 Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other provision of this Agreement. 717.4 The paragraph headings which appear herein are included solely for convenience and shall not be used in the interpretation of this Agreement. Any provision of this Agreement determined to be invalid or otherwise unenforceable shall not affect the other provisions, which other provisions remain in full force and effect. 17.5 This Agreement is entered into solely for the benefit of New World and Customer. No third party shall have the right to make any claim or assert any right under it, and no third party shall be deemed a beneficiary of this Agreement. 17.6 Notwithstanding anything contained herein to the contrary, these terms and conditions may be extended to other public entities for purchase of the license and/or services described under this Agreement. To the extent they are required, the parties shall exec ute any requisite cooperative agreements authorizing such extension of terms and conditions. If this is done, Customer assumes no authority, liability, or obligation on behalf of any other public entity that may use this Agreement for any such purchase. 17.7 Other integrated licensed software and services from New World may be purchased by Customer under the terms and conditions of this Agreement. City of Cupertino, CA Page 9 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx EXHIBIT AA TOTAL COST SUMMARY AND PAYMENT SCHEDULE I. Total Cost Summary: Licensed Standard Software, Implementation Services, and Third Party Products DESCRIPTION OF COST COST A. LICENSED STANDARD SOFTWARE as further described in Exhibit A $245,060 1. Licensed Standard Software $398,000 2. Less Demonstration Site Discount (109,522) 3. Less BAFO Discount (43,418) B. IMPLEMENTATION SERVICES 266,000 1. PROJECT MANAGEMENT as further described in Exhibit B 2. INTERFACE INSTALLATION SERVICES as further described in Exhibit B 3. IMPLEMENTATION AND TRAINING SERVICES as further described in Exhibit B 4. OTHER IMPLEMENTATION SERVICES as further described in Exhibit B 5. CONSULTING SERVICES as further described in Exhibit B 6. CHANGE MANAGEMENT as further described in Exhibit B 7. DATA FILE CONVERSION ASSISTANCE SERVICES as further described in Exhibit F ONE TIME PROJECT COST: $511,060 C. TRAVEL EXPENSES (Estimate) – billed as incurred and not to exceed $50,000 without $50,000 prior written Customer authorization. D. STANDARD SOFTWARE MAINTENANCE SERVICES – as further described in Exhibit C. PRICING ASSUMES CONTRACT EXECUTION BY JUNE 20, 2014. City of Cupertino, CA Page 10 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx Exhibit AA / COST SUMMARY AND PAYMENT SCHEDULE II. Payments for Licensed Standard Software, Implementation Services, and Third Party Products DESCRIPTION OF PAYMENT PAYMENT A. LICENSED STANDARD SOFTWARE $245,060 1. Amount invoiced upon Effective Date (50%) $122,530 2. Amount invoiced upon delivery of Licensed Standard Software (50%) 122,530 B. IMPLEMENTATION SERVICES 266,000 1. Amount invoiced upon Effective Date $26,100 2. Amount invoiced upon completion of Step 3 in SOW - 53,300 Complete and Approve Project Plan (20%) 3. Amount invoiced upon completion of Step 4a in SOW - 53,300 Technical System Setup (20%) 4. Amount invoiced upon completion of Step 7 in SOW - 53,300 Conduct User Training (20%) 5. Amount invoiced upon completion of Step 8 in SOW - 80,000 Conduct Go-Live (15.5% of Total Project) ONE TIME PAYMENTS: $511,060 C. TRAVEL EXPENSES (Estimate) $50,000* (These expenses are billed as incurred and not to exceed $50,000 without prior written Customer authorization) 1. 25 Trips are anticipated *Estimate D. STANDARD SOFTWARE MAINTENANCE SERVICES – as further described in Exhibit C ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE. Billings are applied ratably to each deliverable included under the total one-time cost. If any deliverable is subject to sales tax, the tax will be calculated and added as applicable to each billing. City of Cupertino, CA Page 11 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx EXHIBIT A LICENSED STANDARD SOFTWARE AND FEES License Fee for Licensed Standard Software And Documentation Selected By Customer: LOGOS.NET STANDARD APPLICATION SOFTWARE1,2,3 ITEM DESCRIPTION INVESTMENT FINANCIAL MANAGEMENT 1. Logos.NET Financial Management Base Suite $55,000 - General Ledger - Budget Management - Annual Budget Preparation - Accounts Payable - Revenue/Cash Receipting 2. Logos.NET Additional Financial Management Software - Asset Management 8,000 - Project Accounting 8,000 - Misc. Billing & Receivables 8,000 - Government (GASB) Reporting 16,000 - Bank Reconciliation 6,000 - Third Party Document Imaging Interface 8,000 3. Expanded Revenue Collections - PC Cash Register Interface 8,000 supports Epson TM-H6000IV Receipt/Validation/Slip Printer 4. Logos.NET Procurement Management Suite - Purchasing Base 16,000 - Contract Accounting 8,000 SUB-TOTAL FINANCIAL MANAGEMENT MODULES $141,000 PAYROLL & HUMAN RESOURCES SUITE 5. Logos.NET Human Resources Management Base Suite 45,000 - Payroll Processing - Personnel Management - Position Control City of Cupertino, CA Page 12 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx 6. Logos.NET Human Resources - Personnel Action Processing 10,000 - Employee Event Tracking 10,000 7. Logos.NET Benefits Management - Benefits Administration 8,000 - COBRA Billing Administration 8,000 - Workers Compensation Administration 12,000 - Leave Management 12,000 8. Logos.NET Additional Payroll & HR Modules - Position Budgeting 10,000 - Third Party Document Imaging Interface 8,000 SUB-TOTAL PAYROLL/HUMAN RESOURCES MODULES $123,000 eSUITE 9. eSuite Base Software 16,000 10. eHR - eEmployee 24,000 - eTimesheets 12,000 - eBenefits Administration 12,000 SUB-TOTAL eSUITE SOFTWARE MODULES 64,000 DECISION SUPPORT SOFTWARE 11. Decision Support Base Datamart5 16,000 12. Finance Analytics - Includes 10+ users 21,000 13. Dashboards for Financial Management 12,000 14. Human Resource/Payroll Analytics - Includes 10+ users 21,000 SUB-TOTAL DECISION SUPPORT SOFTWARE MODULES $70,000 City of Cupertino, CA Page 13 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx AUTHORIZED USERS 15. Site License for up to 200 Authorized Users 4 Included NEW WORLD STANDARD SOFTWARE LICENSE FEE $398,000 LESS DEMONSTRATION SITE DISCOUNT (109,522) LESS BAFO DISCOUNT (43,418) TOTAL SOFTWARE LICENSE FEE 6,7 $245,060 Note: A Site License is included for this solution. This Site License entitles the City of Cupertino, CA, to 200 authorized users for the Standard Software licensed in Exhibit A, to be divided up between applications. The Site License is available to only the affiliated Public Administration agencies within the City of Cupertino, CA. ENDNOTES 1 Personal Computers must meet the minimum hardware requirements for New World Systems' Logos.NET product. Microsoft Windows XP or greater with IE 7.0 or greater is the required operating systems for all client machines. Windows 2008 Server is required for the Application Server(s), Web Server(s) and Database Server. Microsoft SQL Server 2008 is required for the Database Server. 2 New World Systems' Logos.NET product requires Microsoft Windows 2008 Server and Microsoft SQL Server 2008 including required Client Access Licenses (CALs) and Windows Server 2008 External Connector (EC) licenses for applicable Microsoft products. Servers must meet minimum hardware requirements provided by New World Systems. 3 Suggested minimum: 100MB Ethernet Network. 10MB CAT5 Ethernet Network may have less than adequate response time. Further consultation would be required to assess your network. 4 Additional cost per group of 5 for authorized users is $5,000. 5 New World supports SQL Server Reporting Services (SSRS) for server-based report generation and ad hoc reporting. SSRS utilizes a web services interface to support the development of custom reporting applications. SSRS is included in the Express, Workgroup, Standard, and Enterprise editions of Microsoft SQL Server. Customers may elect to use other third-party report generation tools including Crystal Reports however New World does not provide support for these tools and cannot guarantee compatibility. 6 Prices assume that all software proposed is licensed. 7 Licensed Software, and third party software embedded therein, if any, will be delivered in a machine readable form to Customer via an agreed upon network connection. Any taxes or fees imposed are the responsibility of the purchaser and will be remitted when imposed. City of Cupertino, CA Page 14 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx Exhibit A / OPTIONAL LICENSED STANDARD SOFTWARE AND FEES Optional Licensed Standard Software Pricing Customer may license the following software modules at the indicated current list prices for up to two (2) years from the date of execution of this Agreement. OPTIONAL SOFTWARE MODULES LOGOS.NET STANDARD APPLICATION SOFTWARE 1,2,3 ITEM DESCRIPTION INVESTMENT COMMUNITY DEVELOPMENT SUITE 1. Logos.NET Community Development Software - Business Licensing $12,000 - Parcel Management 8,000 - Permits 15,000 Note: Training and Support Services cost (not to exceed $35,000) as well as Maintenance (SSMA) costs for these optional modules are not included. City of Cupertino, CA Page 15 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx EXHIBIT B PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORT SERVICES 1. Project Management Services New World shall act as Project Manager to assist Customer’s management in implementing the Exhibit A software. This responsibility will include documenting, coordinating and managing the overall Implementation Plan with Customer’s management and the Customer Liaison. Project Management Services include: a) a summary level Implementation Plan; b) a detail level Implementation Plan; c) revised Implementation Plans (if required); d) monthly project status reports; and e) project status meetings  a project review (kickoff) meeting at Customer’s location  progress status meeting(s) will occur during implementation via telephone conference or at Customer’s location; and  a project close-out meeting at Customer’s location to conclude the project. The implementation services fees described in Exhibit AA include Project Management fees for a period up to 15 months after the Effective Date. 2. Implementation and Training Support Services Based on the Licensed Standard Software listed on Exhibit A, up to 95 days of New World implementation and training support services have been allocated for this project. Excess services requested shall be billed at the Daily Rate. Avoiding or minimizing custom or modified features will aid in keeping the support costs to the amount allocated. Customer agrees to reimburse New World for support trips canceled by Customer less than ten (10) days before the scheduled start date to cover New World’s out-of-pocket costs and lost revenues. The recommended implementation and training support services include: a) implementation of each package of Licensed Standard Software; and b) Customer training and/or assistance in testing for each package of Licensed Standard Software; and c) In addition to the 95 days of implementation and training services, 40 additional days have been allocated to provide high-level Consulting services, as determined by mutual agreement of the Customer and New World project managers, for any of the following activities:  Enterprise-wide requirements analysis and gathering services focused on identifying and answering organization-critical questions,  Synthesis of findings, identifying targeted key solutions to be implemented across customer organization,  Determination of most efficient and effective work flows and business processes for each package of licensed standard software,  Design, development and/or configuration on key solutions in base software reporting package, through Business Analytics, Dashboards or agreed-to customized Datamart Reporting,  Effective deployment of agreed-to solutions, employing the work flow and business process configurations to support improved decision-making and long-term planning. d) In addition to the 95 days of implementation and training services, and 40 days of Consulting services, an additional 25 days have been allocated to provide high-level Change Management Services, as determined by mutual agreement of the Customer and New World project managers, for any of the following activities:  Summary Findings  Updated Summary Level Roadmap  Change Management Recommendations Document (CMRD) City of Cupertino, CA Page 16 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx Exhibit B / PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORT SERVICES The project management, implementation and training support services provided by New World may be performed at Customer’s premises and/or at New World national headquarters in Troy, Michigan (e.g., portions of project management are performed in Troy). 3. Interface Installation Service New World shall provide interface installation services as described in this paragraph below. These services do not include hardware and/or third party product costs which shall be Customer’s responsibility, if required. Whenever possible, these services will be done remotely, resulting in savings in Travel Expenses and Time. If on-site installation and training is required, Customer will be responsible for the actual Travel Expenses and Time. The services include the following interfaces. a) Payment Processing Interface: includes 1 Positive Pay and ACH/Direct Deposit Transmittal Export, and 1 Payment (Check/EFT) Reconciliation Transmittal Import b) Third Party Document Imaging Interface c) Accounts Payable Purchasing Card Import 4. Hardware Quality Assurance Service New World shall provide Hardware Systems Assurance of Customer’s Logos.NET server(s). These services do not include hardware and/or third party product costs which shall be Customer’s responsibility, if required. Whenever possible, these services will be provided remotely, resulting in savings in travel expenses and time. If on-site installation is required, Customer will be responsible for the actual travel expenses and time. a) Hardware Quality Assurance Services (Standard) Environment: Hardware Systems Assurance and Software Installation: - Assist with High Level System Design/Layout - Validate Hardware Configuration and System Specifications - Validate Network Requirements, including Windows Domain - Physical Installation of New World Application Servers - Install Operating System and Apply Updates - Install SQL Server and Apply Updates - Install New World Applications Software and Apply Updates - Establish Base SQL Database Structure - Install Anti-Virus Software and Configure Exclusions - Install Automated Backup Software and Configure Backup Routines - Configure System for Electronic Customer Support (i.e. NetMeeting) - Tune System Performance Including Operating System and SQL Resources - Test High Availability/Disaster Recovery Scenarios (if applicable) - Provide Basic System Administrator Training and Knowledge Transfer - Document Installation Process and System Configuration City of Cupertino, CA Page 17 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx Exhibit B / PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORT SERVICES 5. Additional Services Available Other New World services may be required or requested for the following: a) additional software training; b) tailoring of Licensed Standard Software by New World technical staff and/or consultation with New World technical staff; c) modifying the Licensed Standard Software; d) designing and programming Licensed Custom Software; and e) maintaining modified Licensed Standard Software and/or custom software. Customer may request these additional services in writing using New World’s Request For Service (RFS) procedure (or other appropriate procedures mutually agreed upon by Customer and New World and will be provided at the Daily Rate). City of Cupertino, CA Page 18 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx EXHIBIT C STANDARD SOFTWARE MAINTENANCE AGREEMENT (SSMA) This Standard Software Maintenance Agreement (SSMA) between New World and Customer sets forth the standard software maintenance support services provided by New World. 1. SSMA Period This SSMA shall remain in effect for a term of five (5) years (the SSMA term) beginning on the delivery of Licensed Standard Software (“Start Date”) and ending on the same calendar date at the conclusion of the SSMA term. New World shall provide Customer no-charge SSMA for a period of 365 days from the Start Date. 2. Services Included New World shall provide the following services during the SSMA term. a) upgrades, including new releases, to the Licensed Standard Software (prior releases of Licensed Standard Software application packages are supported no longer than nine (9) months after a new release is announced by New World); b) temporary fixes to Licensed Standard Software (see paragraph 6 below); c) revisions to Licensed Documentation; d) reasonable telephone support for Licensed Standard Software on Monday through Friday from 8:00 a.m. to 8:00 p.m. (Eastern Time Zone); and e) invitation to and participation in user group meetings. Items a, b, and c above will be distributed to Customer by electronic means. Additional support services are available as requested by Customer at the Daily Rate. 3. Maintenance for Modified Licensed Standard Software and Custom Software Customer is advised that if it requests or makes changes or modifications to the Licensed Standard Software, these changes or modifications (no matter who makes them) make the modified Licensed Standard Software more difficult to maintain. If New World agrees to provide maintenance support for Custom Software or Licensed Standard Software modified at Customer’s request, or for prior releases of New World’s software, then the additional New World maintenance or support services provided shall be billed at the Daily Rate. 4. Billing Maintenance costs will be billed annually. City of Cupertino, CA Page 19 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx Exhibit C / STANDARD SOFTWARE MAINTENANCE AGREEMENT 5. Additions of Software to Maintenance Agreement Additional Licensed Standard Software licensed from New World will be added to the SSMA ninety (90) days after delivery. Costs for the maintenance for the additional software will be billed to Customer on a pro rata basis for the remainder of the maintenance year and on a full year basis thereafter. 6. Requests for Software Correction on Licensed Standard Software At any time during the SSMA term, if Customer believes that the Licensed Standard Software does not conform to the warranties provided under this Agreement, Customer must notify New World in writing that there is a claimed defect and specify which feature and/or report it believes to be defective. Before any notice is sent to New World, it must be reviewed and approved by the Customer Liaison. Documented examples of the claimed defect mu st accompany each notice. New World will review the documented notice and when a feature or report does not conform to the published specifications, New World will provide software correction service at no charge. A non- warranty request is handled as a billable Request For Service (RFS) provided at the Daily Rate. The no-charge software correction service does not apply to any of the following: a) situations where the Licensed Standard Software has been changed by anyone other than New World personnel; b) situations where Customer’s use or operations error causes incorrect information or reports to be generated; and c) requests that go beyond the scope of the specifications set forth in the current User Manuals. 7. Maintenance Costs for Licensed Standard Software Packages Covered for .NET Server(s) New World agrees to provide software maintenance at the costs listed below for the New World Licensed Standard Software packages described in Exhibit A. Annual Maintenance Cost Year 1 No charge Year 2 $65,000 Year 3 65,000 Year 4 65,000 Year 5 65,000 For a comparable range of services, New World agrees that the increase in the annual maintenance cost for years 6 through 10 shall not exceed 5% per year over the prior year. 8. Non-Funding Provision Assuming all Exhibit A and B products and services have been paid for, and after year two of the SSMA has been paid for and completed, in the event Customer does not appropriate funds to complete payments due under this SSMA, the amount due for the fiscal year not appropriated shall be terminated; pro vided, however, the Customer shall have given New World ninety (90) days written notice prior to the anniversary date that they are exercising the non-funding provision, and further provided that any other payments due to New World are fully paid, and further provided that New World’s obligations and services under this SSMA shall also be terminated. Without Customer’s fulfillment of the above provisions, Customer’s obligation to pay New World the annual SSMA payments remains in effect through the expiration date of this SSMA Agreement. City of Cupertino, CA Page 20 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx EXHIBIT D NEW WORLD SYSTEMS CORPORATION NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES This Agreement, when accepted and executed by New World, grants the undersigned the permission to use and/or have limited access to certain New World Systems Corporation (New World) proprietary and/or confidential information. Installed At: City of Cupertino Located At: 10300 Torre Avenue Customer Name Cupertino, CA 95014 Authorized Signature of Customer: ________________________________ _______________________________ ______________________________ Name (Please Print or Type) Title Signature In exchange for the permission to use or have access to New World proprietary and/or confidential information, including without limitation, New World software and/or documentation, the organization and individual whose names appear below, agree to the following: 1. No copies in any form will be made of New World proprietary or confidential information without the expressed written consent of New World’s President, including without limitation, the following: a) Program Libraries, whether source code or object code; b) Operating Control Language; c) Test or Sample Files; d) Program Listings; e) Record Layouts; f) All written confidential or proprietary information originating from New World including without limitation, documentation, such as user manuals and/or system manuals; and/or g) All New World Product Bulletins and/or other New World Product related materials. 2. New World software, New World documentation, or other proprietary or confidential information shall not be used for any purpose other than processing the records of the Customer identified above as permitted in the Customer’s Standard Software License and Services Agreement with New World. 3. The undersigned agree(s) that this Agreement may be enforced by injunction in addition to any other appropriate remedies available to New World. Agreed and Accepted by Third Party (Organization) Agreed and Accepted by Third Party (Individual) Organization: ____________________________________ Individual: ___________________________________ By: ____________________________________________ By: ________________________________________ Title: __________________________________________ Title: _______________________________________ Date: __________________________________________ Date: _______________________________________ ___________________________________________ Accepted and Approved by New World Systems Corp. By: ________________________________________ Title: _______________________________________ Date: _______________________________________ City of Cupertino, CA Page 21 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx EXHIBIT E DEMONSTRATION SITE DISCOUNT New World has provided Customer a significant discount in exchange for the privilege of using Customer’s site for demonstration purposes. Accordingly, after the Licensed Software has been delivered and installed, Customer agrees to act as a demonstration site for prospective New World customers. Customer also agrees to serve as a reference or remote demonstration site on the telephone for prospective New World customers. By agreeing to be a demonstration site, Customer is not endorsing the New World software and Customer will not actively participate in any type of marketing and advertising campaign for or on behalf of New World. Demonstrations will not include access to confidential or private information. Demonstrations will be coordinated with the appropriate Customer personnel and will be scheduled to minimize the interruption to Customer’s operations. New World will provide Customer ample and reasonable notice for preparation. Hosting site visits shall be at Customer’s discretion. City of Cupertino, CA Page 22 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx EXHIBIT F DATA FILE CONVERSION ASSISTANCE New World will provide conversion assistance to Customer to help convert the existing data files specified below. If additional files are identified after the contract execution, estimates will be provided to Customer prior to New World beginning work on those newly identified files. 1. General a) This conversion effort includes data coming from one unique data source, not multiple sources . b) No data cleansing, consolidation of records, or editing of data will be part of the data conversion effort. Data cleansing, removal of duplicate records, and editing must take place by Customer prior to providing the data to New World 2. New World Responsibilities a) New World will provide Customer with a conversion design document for signoff prior to beginning development work on the data conversion. No conversion programming by New World will commence until Customer approves this document. b) New World will provide the data conversion programs to convert Customers data from a single data source to the New World Licensed Standard Software for the specified files that contain 500 or more records. c) As provided in the approved project plan for conversions, New World will schedule a conversion analysis trip and a separate data conversion testing trip to Customer’s location. The conversion testing trip for each application is a billable support trip, using standard Exhibit B daily billable rates, which is scheduled in conjunction with the delivery o f the converted data to the Customer. d) New World will provide the Customer up to 3 test sets of the converted data. Additional test sets requested may/will require additional conversion costs. e) New World will provide the standard conversion record layouts to the Customer and convert the available data elements defined in the standard conversion record layouts. f) Up to seven years of historic data will be converted by New World. 3. Customer Responsibilities a) Customer will provide data in standard conversion record layouts as provided by New World. Submitted data files must include an accurate count of records contained in the files. b) Data will be submitted to New World in one of the following formats: AS/400 files, Microsoft SQL Server database, Microsoft Access database, Microsoft Excel Spreadsheet, or an ASCII - format delimited text file. Data and databases will be transferred using the New World ftp site. c) Customer understands that files or tables containing less than 500 records or table entries will not be converted. d) As provided in the project plan for conversions, Customer will provide a dedicated resource in each application area to focus on conversion mapping and testing. This includes dedicating a support person(s) whenever New World staff is on site regarding conversions. Roughly a one to one commitment exists for Customer commitment and New World commitment. Customer understands that thorough and timely testing of the converted data by Customer personnel is a key part of a successful data conversion. e) Customer agrees to promptly review conversion deliveries and signoff on both the conversion design document and on the final conversion after the appropriate review. Applying the converted data to the production (Live) environment will constitute conversion accep tance by Customer. f) If the Customer cannot provide data in the format defined in New World’s standard conversion record layouts then New World will map the data to New World’s standard conversion record layout at the Daily Rate. The Customer must provide complete file and field definitions for New World to map the data. City of Cupertino, CA Page 23 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx Exhibit F / DATA FILE CONVERSION ASSISTANCE Only one data source for each of the following files to be converted: Financial -Vendor Information (includes PO and AP) -Asset Management (Fixed Assets) -General Ledger/Budget History Payroll -Employee, Detailed Earnings History, Position Master City of Cupertino, CA Page 24 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx EXHIBIT G Intentionally Left Blank City of Cupertino, CA Page 25 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx EXHIBIT H INCORPORATION BY REFERENCE OF NEW WORLD’S RESPONSE TO CUSTOMER’S RFP SOFTWARE SPECIFICATIONS For the applications licensed on Exhibit A, the New World Detail Response to the software specifications of Customer’s RFP is incorporated in this Agreement by reference. All items coded “Yes” (as qualified) in the New World Detail Response to Customer’s RFP Questionnaire will be provided to Customer through currently existing Exhibit A software capabilities, Customer’s use of 3rd Party software, custom programming provided by New World and/or future enhancements to Exhibit A software provided under Exhibit C. Items that are qualified, or coded as requiring modification, may be provided using Exhibit B support services at the then current daily rates. If the terms and conditions of the New World Detail Response to the specifications of the RFP and this Agreement are in conflict, the governing terms and conditions shall be this Agreement. If Customer has not licensed the software on Exhibit A to meet a software specification, then that specification shall not apply in any acceptance test and/or to fulfill the above criteria. City of Cupertino, CA Page 26 of 26 0defeaa0-b0df-4f77-ad5f-1be86381ef65.docx APPENDIX 1 STATEMENT OF WORK Attached City of Cupertino California Statement of Work Prepared by: New World Systems 888 West Big Beaver Road, Suite 600 Troy, Michigan 48084 Phone: (248) 269-1000 www.newworldsystems.com May 22, 2014 CITY OF CUPERTINO, CA STATEMENT OF WORK Page ii Proprietary and Confidential ii Document Control Sheet General Information Project Name Project Manager Business Owner (Key Sponsor) Provider Single Point of Contact Document Preparation Information Author Date Organization Name Phone Number E-Mail File Location (link) Distribution and Approvals Name Title and Organization Signature Approval Date Change History Date Change Description Approved By CITY OF CUPERTINO, CA STATEMENT OF WORK Page iii Proprietary and Confidential iii Table of Contents Page STATEMENT OF PURPOSE ...................................................................................................................................... 1 GENERAL ASSUMPTIONS ....................................................................................................................................... 2 NEW WORLD AND CUSTOMER STAFF .................................................................................................................... 3 NEW WORLD SYSTEMS PROJECT METHODOLOGY OVERVIEW ............................................................................... 5 PHASE: INITIATION ........................................................................................................................................................ 8 Step 1: Conduct Start-up Activities ........................................................................................................................ 9 PHASE: PLANNING ..................................................................................................................................................... 14 Step 2: On-Site Account Management Planning Meeting .................................................................................. 15 Step 3: Complete and Approve Project Plan........................................................................................................ 21 PHASE: CONSTRUCTION ............................................................................................................................................... 26 Step 4: Standard Solution Build ........................................................................................................................... 27 Step 5: Functional Review ................................................................................................................................... 30 Step 6: Finalize Configuration ............................................................................................................................. 32 PHASE: TRANSITION ................................................................................................................................................... 35 Step 7: Conduct User Training ........................................................................................................................... 36 Step 8: Conduct Go-Live ...................................................................................................................................... 37 Step 9: Implement Post Go-Live Deliverables ...................................................................................................... 39 PHASE: CLOSING ........................................................................................................................................................ 42 Step 10: Project Closure Activities ....................................................................................................................... 43 ATTACHMENTS ....................................................................................................................................................... 44 Preliminary Project Plan ...................................................................................................................................... 44 CITY OF CUPERTINO, CA STATEMENT OF WORK Page 1 Proprietary and Confidential 1 STATEMENT OF PURPOSE This Statement of Work (SOW) defines the principal activities and responsibilities of City of Cupertino, CA, (Customer) and New World for the implementation of an integrated system consisting of: LOGOS Modules and Functions Financial Management Human Resources/Payroll The integrated technology shall be provided by New World to transition from the existing technology supporting Customer’s participants and to support Customer’s operation. This SOW requires that New World and Customer provide the management leadership and staff commitment to fulfill their responsibilities as described in the Agreement. CITY OF CUPERTINO, CA STATEMENT OF WORK Page 2 Proprietary and Confidential 2 GENERAL ASSUMPTIONS 1. This Statement of Work will be utilized by New World and Customer to manage implementation of the New World technology and to transition Customer from its existing technologies and operation to the technology provided and described in the Agreement. 2. Work will be performed at Customer’s location and New World’s project offices and will be performed on business days during Customer’s normal business hours, except when both parties agree otherwise. 3. The project consists of the delivery, installation, configuration, testing, implementation and go- live of the Licensed Standard Software that provides the functionality and operation described in this Agreement. 4. Additional work activities and software functionality not described in the Statement of Work will be considered a change to this project and will be authorized by Customer using the Project Change Request. 5. Customer and New World expect and agree that the Statement of Work will be modified from time to time, especially after New World gains a more complete understanding of Customer’s existing technologies, business practices and operations. 6. The time for the project to go-live is within 12 months of contract execution, unless there is City- caused delay, in which case the time for performance shall be extended. CITY OF CUPERTINO, CA STATEMENT OF WORK Page 3 Proprietary and Confidential 3 NEW WORLD AND CUSTOMER STAFF Responsibilities of New World and Customer staff are described in the Agreement and this Statement of Work. NEW WORLD EXECUTIVE SPONSORS Sandro Viselli, Vice President Customer and Product Operations Mr. Viselli is the New World Executive responsible for professional services and support for all projects. He will stay actively involved in the project implementation and will attend several on-site project status meetings. Andrew Breeden, Professional Services Manager Mr. Breeden and his team of project managers and trainers are responsible for the implementation of the Customer project. He will be active in the project implementation and scheduling of resources. In addition, he will have direct contact on a regular basis with the Customer Project Manager to ensure the highest level of satisfaction during project implementation PROJECT TEAM Steve Doinidis, Project Manager Mr. Doinidis will be assigned as Project Manager for this assignment. Mr. Doinidis is a west coast-based, experienced New World implementation and PMI-certified project leader. The Project Manager may provide some of the initial set up and training and will also be a technical liaison to New World. In addition, the Project Manager will generate all status reports and correspondence. Ron Vedder & Esther Wilson, New World Consulting Resources Mr. Vedder and Ms. Wilson will be assigned as ongoing consulting resources for the Implementation. Our consulting resources provide guidance and oversight into best practices and overall recommendations for the management of change throughout the Implementation process. Mr. Vedder and Ms. Wilson will work closely with the Project Manager and Installation Support resources to help realize objectives for the Implementation. Jacquelyn Tramper & Justin Johnson, New World On-Site Installation Support These professionals will be assigned to the implementation of the New World deliverables. Ms. Tramper and Mr. Johnson will facilitate the initial configuration and solution tailoring; will guide solution review, validation and testing; and will play key roles in End User Training. Additionally the Installation Support team coordinates any additional Implementation resource needs with the New World Project Manager and Consulting staff. CITY OF CUPERTINO, CA STATEMENT OF WORK Page 4 Proprietary and Confidential 4 CUSTOMER EXECUTIVE SPONSORS TBD, Customer Senior Manager TBD will be the primary senior management contact for New World. He/She will be responsible for senior management communications regarding the overall relationship, contractual matters, gaining approvals from funding sources when necessary, overseeing Customer project governance and will coordinate any senior management activities of Customer’s staff in fulfilling the Customer’s responsibilities within this SOW and the Agreement. TBD, Customer Project Manager TBD will be the primary contact for New World. He/She will be responsible for communication with the Customer regarding project progress, issues and/or changes and will coordinate and manage activities of Customer’s staff in fulfilling the Customer’s responsibilities within this SOW and the Agreement. TBD, System Administrator The System Administrator (SA) will be responsible to ensure Customer’s network, servers and client (PC) environment (i.e., Customer’s hardware and system software infrastructure) is installed and maintained properly; provide operational support of Customer’s hardware and system software infrastructure; provide operational support for New World Standard Software to Customer’s user staff and perform backup, recovery and routine update procedures for New World’s Licensed Standard Software. CITY OF CUPERTINO, CA STATEMENT OF WORK Page 5 Proprietary and Confidential 5 NEW WORLD SYSTEMS PROJECT METHODOLOGY OVERVIEW The focus of New World’s Project Manager, Program Management Office (PMO), services team, support team and all personnel associated with this project is to assist the customer complete their pr oject successfully. Since its inception, New World has successfully completed thousands of customer projects and developed a standard project management methodology that is predictable, repeatable, lowers risk and maximizes customer success. This standard approach, the New World Project Implementation Methodology (PIM), is based upon a combination of Project Management Institute (PMI) guidelines (PMBOK) and years of successful New World project management activity deploying public safety solutions. The New World PIM is the standard process that New World follows for all project implementations. Projects are divided into five distinct phases during implementation: 1. Initiation – Engage project management, establish initial communication channels and begin planning 2. Planning – Create and approve the Project Plan 3. Construction – Execute the Project Plan to build, configure and review the system to verify system readiness 4. Transition – Train users, perform data conversion, execute go live, complete post -go live activities and finalize customer application customizations 5. Closing – Review and approve the project closure, disengage project management and formally transfer customer to Account Management team Each phase consists of one or more steps. Each step includes: 1. New World responsibilities – Activities New World staff is responsible to perform 2. Customer responsibilities – Activities customer staff is responsible to perform 3. Inputs (prerequisites) – Items that must be completed prior to the start of the step and are used during the step 4. Outputs (completion criteria) – Items that must be completed during the step and are requirements in order to consider the step complete (outputs are often the inputs of future steps and must be completed in order to keep the project on track) A diagram of the Project Implementation Methodology is shown on the following page. Although the steps on the diagram are sequential, over time, steps will overlap. CITY OF CUPERTINO, CA STATEMENT OF WORK Page 6 Proprietary and Confidential 6 New World Systems Project Implementation Methodology Construction ClosingTransitionPlanningInitiation START 1 Conduct Start-up Activities 3 Complete and Approve Project Plan 2 Acct Mgmt., Planning Meeting 4 Standard Solution Build 6 Finalize Configuration 9 Implement Post Go-Live Deliverables 8 Conduct Go-Live 7 Conduct User Training 10 Project Closure Activities Stop Step Task Includes Customer Executive Review Meetings Requires Authorized Customer SignoffLEGEND 5 Functional Review The key tasks and related project deliverables that comprise the work breakdown structure (WBS) of the Project Implementation Methodology are shown in the diagram on the following page. Each step and project deliverable are described in detail in the sections following this diagram. The full work WBS is embedded in the Project Schedule template (mpp), which is used in conjunction with this methodology. CITY OF CUPERTINO, CA STATEMENT OF WORK Page 7 Proprietary and Confidential 7 New World Systems Project Implementation Methodology ClosingTransitionConstructionPlanningInitiation 1 Conduct Start-up Activities 1A. Project Initiation 1D. Supporting Conference Calls START 1B. Perform Internal Turnover 1C. Conduct Start-up Activities Meeting 2 Acct Mgmt., Planning Meeting 3 Complete and Approve Project Plan 2C. Perform Data Conversion Analysis (when applicable) 2B. Conduct Application Validation Set Workshop 2A. Conduct Account Management Planning Meeting 3B. Finalize the Project Plan 3C. Review and Approve the Project Plan 3A. Draft the Project Plan 3D. Prepare Internal Team 4 Standard Solution Build 6 Finalize Configuration 5 Functional Review 7 Conduct User Training 9 Implement Post Go-Live Deliverables 8 Conduct Go-Live 10 Project Closure Activities Stop LEGEND Task Includes Customer Executive Review MeetingsStep Requires Authorized Customer Signoff Task / Deliverable 4B. Conduct Geo-File Setup & Training (when applicable) 4A. Technical System Setup 4C. Implement Standard Interfaces 6C. Go-Live Preparation 6B. Apply Project Configuration Plan and Implement Interfaces 6A. Conduct System Admin Application Training 8A. Execute Go-Live 9A. Build Data Conversions 9B. Provide Customer Agreement Custom Deliverables 9C. Perform Data Conversions CITY OF CUPERTINO, CA STATEMENT OF WORK Page 8 Proprietary and Confidential 8 PHASE: Initiation Purpose: Engage project management, establish initial communication channels and begin planning. Description of Phase: The Initiation Phase consists of one step. During this Phase, the New World and Customer Project Managers are assigned and the New World Sales representative initiates the formal transition of the project to the New World Operations team. This tea m includes Executive Sponsorship, Senior Program leadership, Program Office Management (PMO) governance, Project Management and Delivery Center specialists. In this Phase, this Operations team establishes a foundation for program governance, retention of project artifacts and takes ownership of the Customer communications and the execution of the Customer Agreement. New World Systems Project Implementation Methodology Construction ClosingTransitionPlanningInitiation START 1 Conduct Start-up Activities 3 Complete and Approve Project Plan 2 Acct Mgmt., Planning Meeting 4 Standard Solution Build 6 Finalize Configuration 9 Implement Post Go-Live Deliverables 8 Conduct Go-Live 7 Conduct User Training 10 Project Closure Activities Stop Step Task Includes Customer Executive Review Meetings Requires Authorized Customer SignoffLEGEND 5 Functional Review CITY OF CUPERTINO, CA STATEMENT OF WORK Page 9 Proprietary and Confidential 9 Step 1: Conduct Start-up Activities A. Project Initiation Overview: Within one week of Customer Agreement execution, the Customer’s project will be initiated. Key activities include: 1. Initial call to the Customer to set the date and time for a Start-up Activities conference call 2. PMO establishes framework for project execution and governance (e.g., project metrics/status reporting, project artifact storage) 3. Execution of the Customer Agreement is assigned to a delivery team (e.g., Executive Sponsor, Project Manager) New World responsibilities: The Sales Representative is responsible for the initial call to the Customer and the PMO is responsible for initiating the project at New World and establishing the framework for governance. Customer responsibilities: None Inputs (prerequisites): 1. Customer Agreement 2. Turnover Document Outputs (completion criteria): 1. Phone call with Customer 2. Storage of project artifacts and governance framework established on the Project Management Portal A. Project Initiation C. Conduct Start-up Activities Meeting B. Perform Internal Turnover D. Supporting Conference Calls Initiation Phase: Step 1 – Conduct Start-up Activities CITY OF CUPERTINO, CA STATEMENT OF WORK Page 10 Proprietary and Confidential 10 B. Perform Internal Turnover Overview: The assigned New World Project Manager will coordinate and facilitate an internal turnover meeting with key staff members associated with project planning, development and implementation. Key staff members include:  New Account Sales/Customer Care Manager  Solution Consulting Practice Manager(s)  Solution Consulting Administrative Assistant  System Assurance Manager / Technical Lead  PMO Manager  Project Manager  Professional Services Manager  Data Conversion Manager  Interface Manager  Customer Support Account Manager  Others as needed New World responsibilities: Individual responsibilities are described below: Project Manager: 1. Review the Customer Agreement and Customer Agreement Assessment Report 2. Review Turnover Document 3. Coordinate and schedule meeting 4. Create and distribute meeting agenda 5. Conduct meeting 6. Facilitate a discussion that defines delivery structure and proposed project schedule for this project (e.g., application build approach/WBS; Delivery Center Technical Leadership, anticipated timeline) 7. Initiate the Project Management Plan and Project Binder (internal document) 8. Document action items, issues and risks in Project Management Plan Other New World employees: 1. Prior to the meeting, a. PMO creates the Customer Agreement Assessment Report. They review the project initiation documents (e.g., Customer Agreement, Turnover Document), highlight key deliverables, Customer expectations, terms and conditions and verify that the Customer billing plan conforms to the Customer Agreement. b. PMO will create an initial Project Schedule where the WBS is aligned with the deliverables defined in the Customer Agreement. c. Each attendee will review all project related information, i.e., Customer Agreement, internal documentation, meeting agenda, etc. 2. Attendees will prepare questions and observations requiring further discussion 3. Attend meeting and discuss agenda items 4. Document and follow up on any items requiring their attention CITY OF CUPERTINO, CA STATEMENT OF WORK Page 11 Proprietary and Confidential 11 Customer responsibilities: None Inputs (prerequisites): 1. Turnover Document (internal document) 2. Customer Agreement 3. Project Manager assigned 4. Customer Agreement Assessment Report (internal use only) 5. Project Management Plan 6. Project Schedule Template 7. Project Binder (internal document) Outputs (completion criteria): 1. Tracking system updated with entries (cases) for Customer \contract deliverables 2. First iteration of the Project Schedule, Project Management Plan and Project Binder CITY OF CUPERTINO, CA STATEMENT OF WORK Page 12 Proprietary and Confidential 12 C. Conduct Start-up Activities Meeting Overview: The Project Manager will facilitate a meeting with the Customer. The objectives for this meeting are: 1. Introduction of New World’s Project Manager and Executive Management team 2. Describe key teams/groups and identify their roles and responsibilities during the project 3. Discuss expectations of Customer and New World a. Senior Customer leadership will be required for executive project reviews and signing approval documents b. Project timeframes 4. Discuss New World Project Methodology Overview 5. Discuss Account Management Planning meeting agenda and objectives 6. Set date for on-site Account Management Planning meeting and discuss site preparation 7. Discuss keys to projects success 8. Schedule System Assurance Phone conference 9. Obtain topology diagram of Customer’s network New World responsibilities: The Sales Representative is responsible for arranging and coordinating the meeting through the initial Customer phone call. Customer responsibilities: Attend meeting and be prepared to discuss agenda items. Supply updated topology diagram of the network. Inputs (prerequisites): 1. Pre-Trip Report (if conducted on site) 2. Standard Meeting Agenda and Presentation template for meeting 3. Project Management Plan 4. Initial Project Schedule Outputs (completion criteria): 1. Post-Trip Report (when conducted on site) or follow-up email (when conducted remotely via conference call) 2. Updated Project Schedule a. Initial baseline based on project size and deliverables b. Initial Customer meeting activities defined 3. Customized meeting agenda and presentation 4. Updated Project Status record; include initial project baseline dates 5. Updated Project Management Plan (e.g., action items, issues, risks identified) 6. Supporting documentation 7. Project Managers, Executive Manager and Subject Matter Experts (SMEs) roles reviewed 8. Customer supplied topology diagram of the network 9. Scheduled System Assurance Phone Conference CITY OF CUPERTINO, CA STATEMENT OF WORK Page 13 Proprietary and Confidential 13 D. Supporting Conference Calls Overview: The System Assurance Technical Lead will work with the Project Manager to coordinate and facilitate a conference call with the Customer to address System Assurance planning / analysis. The key objective of this conference call is to ensure the Customer understands what information is needed for the System Assurance process to be successful and to establish an agreed upon timeline for this information. New World responsibilities: System Assurance Technical Lead facilitates conference call with the Customer and New World technical resources to address the initial System Assurance planning and analysis.. Customer responsibilities: Customer leadership and technical resources participate in conference call(s) to address the initial System Assurance planning and analysis. Customer to complete relevant survey(s) and data collection documents (after complete of the conference call). Inputs (prerequisites): 1. System Assurance conference calls scheduled 2. System Assurance meeting agendas and presentation templates 3. Relevant survey, data collection templates Outputs (completion criteria): 1. Completed Systems Assurance Conference 2. Customized System Assurance meeting agenda and presentation template 3. Updated Project Management Plan (e.g., action items, issues identified) 4. Updated Project Schedule 5. Survey and data collection documents (completed by the Customer) 6. Supporting documentation 7. Store project artifacts and update status of project on Project Management Portal CITY OF CUPERTINO, CA STATEMENT OF WORK Page 14 Proprietary and Confidential 14 PHASE: Planning Purpose: Create and approve the Project Management Plan. Description of Phase: The Planning Phase consists of two steps. During this Phase, New World and Customer Project Managers organize the project, establish project teams, confirm requirements, develop the Project Plan and obtain senior management approval for the Project Plan. New World Systems Project Implementation Methodology Construction ClosingTransitionPlanningInitiation START 1 Conduct Start-up Activities 3 Complete and Approve Project Plan 2 Acct Mgmt., Planning Meeting 4 Standard Solution Build 6 Finalize Configuration 9 Implement Post Go-Live Deliverables 8 Conduct Go-Live 7 Conduct User Training 10 Project Closure Activities Stop Step Task Includes Customer Executive Review Meetings Requires Authorized Customer SignoffLEGEND 5 Functional Review CITY OF CUPERTINO, CA STATEMENT OF WORK Page 15 Proprietary and Confidential 15 Step 2: On-Site Account Management Planning Meeting A. Conduct Account Management Planning Meeting Overview: During this event, the assigned New World Project Manager will coordinate a series of on-site meetings with key Customer and SMEs associated with project planning, development and implementation. In addition, we will conduct a high level review of the Customer’s business practices, environment and workflow to examine their fit into the New World software product. In this series of meetings, New World and the Customer will establish project methods, project acceptance criteria and governance. Key topics include: 1. Executive overview with Executive Management and identification of Customer Executive Sponsor(s) 2. Review of project scope (Customer Agreement, project methodology) with Customer project management 3. Development of the Project Management Plan 4. Discuss initial Project Schedule and resource management policy 5. Presentation of the overall implementation strategy, roles, responsibilities and keys to project success 6. High level review of Customer workflows and policies to establish the foundation to facilitate discussions related to a proposed timeline, custom requirements and an initial training schedule 7. Address go-live requirement for data conversions Key meeting participants include: 1. Senior/Executive Sponsor 2. General Manager Professional Services 3. New Account Sales or Customer Care Account Manager 4. New World Project Manager 5. Customer Senior Management /Exec Sponsor 6. Customer Project Manager 7. Customer SMEs A. Conduct Account Management Planning Meeting C. Perform Data Conversion Analysis (when applicable) B. Conduct Application Validation Set Workshop Planning Phase: Step 2 – Acct Mgmt Planning Meeting CITY OF CUPERTINO, CA STATEMENT OF WORK Page 16 Proprietary and Confidential 16 New World Responsibilities: During this event, the Project Manager (and/or designee) will meet with Customer staff and review requirements for the various items listed above. Once complete, the Project Manager (and/or designee) will document the requirements and distribute the information to the appropriate members of the implementation team. The New World Project Manager responsibilities include: 1. Establish framework for account management, roles and responsibilities of New World and Customer 2. Review Customer Agreement 3. Review project methodology 4. Establish initial Project Management Plan a. Roles and Responsibilities b. Communication Plan c. Risk Management Plan d. Initial issues / concerns 5. Propose initial Project Schedule 6. Define an initial Training Plan 7. Update the Project Management Plan and Project Schedule 8. Create the initial requirement definition for custom requirements (e.g., software modifications, custom interfaces, data conversion); clearly define implementation timing (e.g., go -live vs. post go-live). 9. Conduct Executive Sponsorship meeting Once compiled, documents will be provided to the Customer for review. CITY OF CUPERTINO, CA STATEMENT OF WORK Page 17 Proprietary and Confidential 17 Customer Responsibilities: The Customer is responsible for: 1. Site preparation (conference rooms, audio visual equipment, etc.) 2. Meeting coordination with Executive Sponsors, supervisors, SMEs to support all contracted modules and functions, including but not limited to: LOGOS Modules and Functions Financial Management Human Resources/Payroll 3. Agreement to account management framework, relationship approach and time schedule for project reviews 4. Attending and participating in the Account Management Planning Meeting 5. Providing the necessary technical specifications on interfaces 6. Providing complete user stories for custom enhancements 7. Providing liaison support with agencies and vendors required to support interfaces 8. Identifying any non-standard New World reports not yet identified or included in the Customer Agreement 9. Providing appropriate technical staff necessary to complete technical surveys 10. Reviewing all documentation compiled through this process, including the Requirements Document(s) submitted by New World and identify specific issues in writing Inputs (prerequisites): 1. Customer Agreement 2. Meeting Agenda / Pre-Trip Report 3. Presentation template 4. Resource Management Policy 5. Customer completed surveys, data collection documents 6. Standard workflow templates (when applicable) 7. Project Management Plan 8. Project Binder (internal document) 9. Data Conversion, System Assurance templates (when applicable) 10. Initial Project Schedule 11. Topology diagram of Customer’s network 12. Customer Agreement 13. Requirements Definition template Outputs (completion criteria): 1. Post-trip Report 2. Framework established for account management, roles and responsibilities of New World and Customer 3. Customer Agreement reviewed 4. Project methodology and planning templates reviewed 5. Agreement on initial Project Schedule and initial Training Plan 6. Initial Requirement Definitions (e.g., software modifications, custom interfaces, data conversion), clearly defined implementation timing (e.g., go-live vs. post go-live) CITY OF CUPERTINO, CA STATEMENT OF WORK Page 18 Proprietary and Confidential 18 7. Define timeframe for next Executive Sponsorship discussion 8. Change Order (when applicable) 9. Contract Addendum (when applicable) 10. Updated Project Management Plan 11. Updated Project Binder (internal document) 12. Updated Project Schedule a. All activities sequenced (dependencies applied) b. Project Schedule defined 13. Supporting documentation 14. Store project artifacts and update status of project on Project Management Portal CITY OF CUPERTINO, CA STATEMENT OF WORK Page 19 Proprietary and Confidential 19 B. Conduct Application Validation Set Workshop Overview: During this event, New World will conduct Application Validation Set Training for designated Customer SME personnel to acquire the knowledge necessary to define the validation sets that are necessary to configure the initial application database. In this workshop, but Customer SME team will learn about the different types of information that must be defined and the method to communicate the validation set data. New World responsibilities: 1. Provide up-to-date user manuals to workshop participants 2. Instruct Customer personnel on the validation sets information and process for the various contracted modules and associated application database Customer responsibilities: 1. Convene workshop team of SMEs for this training 2. Attend and participate in the Application Validation Set Training Inputs (prerequisites): 1. Pre-Trip Report 2. Training material 3. Validation Set workbook(s) 4. Training room with computers running New World application Outputs (completion criteria): 1. Post-Trip Report 2. Updated Project Plan 3. Updated Validation Set workbook(s) CITY OF CUPERTINO, CA STATEMENT OF WORK Page 20 Proprietary and Confidential 20 C. Perform Data Conversion Analysis Overview: Using the established guidelines from the contract, prepare Customer and New World for data conversion and migration. New World will analyze Customer source data, develop and deliver a Data Conversion/Migration Plan. This process will be initiated during the on-site Account Management Planning meeting(s). New World responsibilities: 1. With Customer assistance, New World will analyze existing Customer source data; during this analysis process, New World will determine compatibility with the New World database structures and the viability of a conversion or migration to the New World database 2. Develop and deliver a Data Conversion/Migration Plan. The plan will identify data sources to be converted, data sources to be migrated, database types, database design and any detected data mapping concerns 3. When required, develop change order that reflects differences between the Customer Agreement and Customer’s desired data conversion Customer responsibilities: 1. Provide New World with a representative sample of the data to be converted on mutually agreeable transmission media a. Assist New World in analyzing source data b. Live in source system 2. Review the Data Conversion/Migration Plan Inputs (prerequisites): 1. Data Conversion Packet 2. Sample data from Customer Outputs (completion criteria): 1. Data Conversion/Migration Plan 2. Customer review and sign off on the Data Conversion/Migration Plan 3. Signed change order, when required CITY OF CUPERTINO, CA STATEMENT OF WORK Page 21 Proprietary and Confidential 21 Step 3: Complete and Approve Project Plan A. Draft the Project Plan Overview: The purpose of this event is to review the information captured during the Planning Phase, finalize key decisions and prepare to finalize the overall Project Plan. It is important to note that the Project Plan includes all documents prepared during the Planning Phase: 1. Project Management Plan a. Roles and Responsibilities b. Communication Plan c. Risk Management Plan d. Action Items e. Issues f. Key Decisions - Changes 2. Project Schedule 3. Supporting documents 4. Initial Requirement Definition for Customer Deliverables 5. Initial Training Plan New World responsibilities: During this process, the New World Project Manager will meet with the Customer project team and review the information documented in the Planning Phase. The Project Manager will then draft and publish the Project Plan that will be submitted for approval. Customer responsibilities: Support finalization of the Project Plan, providing SMEs as needed. Inputs (prerequisites): 1. Pre-Trip Report (if conducted on site) 2. Requirements Document(s) 3. Initial Training Plan 4. Information referenced from legacy system(s) as well as New World software 5. Project Management Plan 6. Project Binder (internal document) 7. Project Schedule A. Draft the Project Plan B. Finalize the Project Plan C. Review and Approve the Project Plan Planning Phase: Step 3 – Complete and Approve Project Plan D. Prepare Internal Team CITY OF CUPERTINO, CA STATEMENT OF WORK Page 22 Proprietary and Confidential 22 Outputs (completion criteria): 1. Post-Trip Report (if conducted on site) 2. Updated Project Management Plan 3. Updated Project Binder (internal document) 4. Updated Project Schedule 5. Updated Requirements Document(s); including sign-offs (where applicable) 6. Updated supporting documentation 7. Proposed resource schedule CITY OF CUPERTINO, CA STATEMENT OF WORK Page 23 Proprietary and Confidential 23 B. Finalize Project Plan Overview: At this stage of the project, significant information has been gathered regarding the Customer’s current operations and how the New World application implementation needs to occur to be successful. Based on this information, a final Project Plan must be developed that maps out the activities, deliverables and deadlines required by the project team. New World responsibilities: The New World Project Manager will finalize the Project Plan to meet the requirements of a successful implementation, while establishing clear ownership of activities, deadlines and timeframes for each step of the implementation. The Project Plan provides detailed instructions to the entire Customer team and once approved, is the guiding light for all project activity going forward. 1. Review with Customer personnel the identified implementation tasks, priorities, inter - dependencies, team members, resources and other requirements to approve the final Project Plan. 2. The Project Management Plan, Project Schedule and supporting documentation are finalized as part of this step because these documents comprise the Project Plan that is reviewed as part of the acceptance criteria to move the project to the Construction Phase as defined in Review and Approve Project Plan. Customer responsibilities: In tandem with New World project personnel, analyze identified requirements of the Project Plan and make such implementation decisions as are reasonably required to finalize the plan. Inputs (prerequisites): 1. Customer Agreement 2. Proposed resource schedule 3. Project Plan a. Project Management Plan b. Project Schedule c. Project Configuration Plan and supporting documents/plans d. Updated Requirements Document(s), including sign-offs e. Supporting documents Outputs (completion criteria): 1. Updated Project Plan 2. Confirmed resource schedule (90-day lock) 3. Store project artifacts and update status of project on Project Management Portal CITY OF CUPERTINO, CA STATEMENT OF WORK Page 24 Proprietary and Confidential 24 C. Review and Approve Project Plan Overview: The objective of this task is to approve the Project Plan based upon the act ivities and work processes discovered during the Planning Phase. The resulting document defines the specific project tasks, timelines for completion and ownership of each activity throughout the remainder of the project. New World responsibilities: 1. Deliver the final Project Plan to Customer 2. Review the Project Plan with Customer personnel and make mutually agreed upon modifications 3. Upon mutual acceptance of the Project Plan, establish the document as the baseline for the remainder of the project 4. Review 90-day lock resource scheduling policy Customer responsibilities: 1. Review the final Project Plan and document any specific deficiencies found with the Plan within ten (10) business days 2. Sign off on final iteration of the Plan by Customer Project Manager and Executive Manager Inputs (prerequisites): 1. Pre-Trip Report (if conducted on site) 2. Final Project Plan 3. Supporting Documentation Outputs (completion criteria): 1. Post-Trip Report (if conducted on site) 2. Final accepted Project Schedule; second baseline for project created based on actual timeline (initial baseline based on project size) 3. Updated Project Status Record; ensure new project baseline dates are reflected 4. Signed approval for the Project Plan a. Project Schedule b. Supporting documents/plans c. Requirements Document(s); including sign-offs (where applicable) d. Project Management Plan e. Supporting Documentation i. Data conversion CITY OF CUPERTINO, CA STATEMENT OF WORK Page 25 Proprietary and Confidential 25 D. Prepare Internal Team Overview: During this portion of the implementation, the Project Manager meets with the New World team to discuss the requirements of the Project Plan and their individual responsibilities to deliver a successful project. New World responsibilities: The New World Project Manager will be responsible for the following: 1. Prepare and coordinate the team briefing 2. Ensure all project documents are stored on the portal and are available to the team 3. During the meeting, the Project Manager will review the Project Plan and supporting (applicable) documents 4. The Project Manager will review with the individual team members their roles and responsibilities associated with the implementation Customer responsibilities: None Inputs (prerequisites): 1. Agenda 2. Final Project Plan a. Project Schedule b. Supporting documents/plans c. Requirements Document(s) d. Project Management Plan e. Supporting Documentation i. Data conversion ii. System Assurance 3. Project Binder (internal document) 4. Customer Agreement 5. Resource schedule Outputs (completion criteria): 1. Updated Project Plan 2. Project team prepared to build application solution CITY OF CUPERTINO, CA STATEMENT OF WORK Page 26 Proprietary and Confidential 26 PHASE: Construction Purpose: Execute the Project Plan to build, review and configure the system to verify system readiness. Description of Phase: The Construction Phase consists of three steps. During this Phase, New World and Customer Project Managers lead the project, coordinate project team activities, communicate direction, report on project progress and monitor resources. The team’s focus du ring this Phase is to execute the Project Plan. Customer and New World project teams install the system, implement the database, review the configuration, apply final application configuration requirements and lay the groundwork to migrate to the New World application. New World Systems Project Implementation Methodology Construction ClosingTransitionPlanningInitiation START 1 Conduct Start-up Activities 3 Complete and Approve Project Plan 2 Acct Mgmt., Planning Meeting 4 Standard Solution Build 6 Finalize Configuration 9 Implement Post Go-Live Deliverables 8 Conduct Go-Live 7 Conduct User Training 10 Project Closure Activities Stop Step Task Includes Customer Executive Review Meetings Requires Authorized Customer SignoffLEGEND 5 Functional Review The methodology diagram indicates that each step of the Construction Phase follows the previous step, but many of these steps occur concurrently. In addition, when the Customer requires the conversion of existing data and/or implementation of custom interfaces to bring the applications into a live production environment, some (or all) of the tasks defined in the Transition Phase, Step 9, Implement Post Go-Live Deliverables, may occur during the Construction Phase (this is dependent upon the Project Plan developed and agreed upon in the Planning Phase). CITY OF CUPERTINO, CA STATEMENT OF WORK Page 27 Proprietary and Confidential 27 Step 4: Standard Solution Build A. Technical System Setup Overview: During this step, New World validates and finalizes the Customer’s hardware configuration, software requirements and implementation. The result of this effort is documented in the Site Plan. New World will install the Licensed Standard Software and standard database on Customer supplied servers and configure system to meet application specifications. New World responsibilities: Configure the system as required and provide knowledge transfer to the System Administrator. New World will install and configure the application specific server and train Customer personnel on configuration procedures. For each configuration, New World personnel will: 1. Verify with Customer personnel the computer processor(s), operating system software, third party software, printers, network communications and other related components supplied by Customer 2. Establish the initial application database using the validation set workbook(s) as input 3. Document the required site resources (e.g., facility, power, network, cooling, etc.) necessary to operate the application; as part of the review, New World will make recommendations for necessary site modifications to meet minimum operating requirements for the application 4. Review with Customer the minimum requirements for workstations as identified in the Customer Agreement, as applicable to the application 5. Train Customer to administer servers, manage disaster recovery systems and review any other items of concern related to hardware and software configuration 6. Review ongoing Customer management expectations of how system will be managed by Customer; identify role of New World vs. Customer 7. Provide Customer with a Site Plan that includes the following: a. Identification of any special space requirements b. Functional system diagram, showing a high level view of the New World Standard Software subsystems and their associated hardware A. Technical System Setup C. Implement Standard Interfaces Construction Phase: Step 4 – Standard Solution Build B. Conduct Geo-File Setup & Training (when applicable) CITY OF CUPERTINO, CA STATEMENT OF WORK Page 28 Proprietary and Confidential 28 Customer responsibilities: 1. Provide Customer technology staff to assist New World with the Site Plan 2. Provide, upon request, information on existing hardware and operating system software components and terminal networks, as well as projected utilization statistics and other information reasonably required to validate final hardware requirements 3. Review the final hardware and operating system configuration with the New World project team 4. Review New World’s recommendations regarding any existing communications networks and make any reasonable modifications identified by New World to ensure compatibility with the equipment and system to be installed 5. Ensure hardware is ordered, delivered and installed prior to scheduling New World’s System Assurance visit on site 6. Have information technology support staff on hand for knowledge transfer and to help address any concerns encountered during the system installation 7. Review and sign off on systems management expectations policy 8. Provide signoff indicating completion of system set-up and administration training Inputs (prerequisites): 1. Pre-Trip Report (if conducted on site) 2. System Support documentation 3. Validation Set workbooks 4. Customer supplied topology diagram of the network and map 5. System Set-up and Administration Training sign-off template 6. Systems Management Expectations Policy template Outputs (completion criteria): 1. Site Plan 2. Test and production environments are ready to use 3. Post-Trip Report (if conducted on site) 4. System Set-up and Administration Training sign-off document 5. Systems Management Expectations Policy / signoff 6. Store project artifacts and update status of project on Project Management Portal CITY OF CUPERTINO, CA STATEMENT OF WORK Page 29 Proprietary and Confidential 29 B. Implement Standard Interfaces Overview: During this event, New World will implement any applicable standard interfaces. New World responsibilities: Implement the interfaces in the test environment that are required for the live environment. Customer responsibilities: 1. Provide Customer technology staff to address the desired application workflow 2. Work with New World to test the interfaces Inputs (prerequisites): 1. Pre-Trip Report (if conducted on site) 2. Configuration requirements for interface operations 3. Standard Interfaces Outputs (completion criteria): 1. Post-Trip Report (if conducted on site) 2. Updated Project Plan 3. Store project artifacts and update status of project on Project Management Portal 4. Installed Standard Interfaces CITY OF CUPERTINO, CA STATEMENT OF WORK Page 30 Proprietary and Confidential 30 Step 5: Functional Review Overview: The Functional Review encompasses a hands-on review of each application within the implementation. This review is accomplished by presenting each function within the application from the user/administrator point-of-view and every project construction element as it relates to a particular workflow process. New World responsibilities: New World’s Project Manager and Application Specialist(s) will act as facilitators during the Functional Review. Their main role is to review the New World standard software solution with the Customer and identify any Customer workflow modifications and/or minor software configuration changes that need to be applied. The Project Manager is responsible for coordinating this review with the Application Specialist and preparing the Customer team for the functional review and creating any applicable documentation (e.g., Functional Review Guide, trip reports). The Application Specialist will present the configured applications and act as SME to facilitate an interactive exchange with the Customer and work towards Customer acceptance of the configured applications. Additionally, a New World Executive Manager will participate in the Functional Review, as well as a project review meeting with the Customer’s senior staff. The content of the Training Plans will also be finalized as part of the Functional Review. The review should include: 1. Overview of the various Customer work processes and the functional relationship to the software LOGOS APPLICATIONS Financial Management Human Resources/Payroll 2. Validation of any custom modification decisions related to implementation of the standard software solution and the post-live custom requirements. a. Custom interfaces b. Data conversion 3. Finalization of any applicable Requirements Definition documentation. 4. Identification and documentation of any desired configuration modifications to the standard software solution (not applicable for pre-configured implementations) a. Standard software applications b. Standard Interfaces 5. Agency-specific reports (internal management reports, public inquiries, etc.) 6. Review Hardware and Network Topology 7. Assess impact on workforce 8. Finalize Training Plan 9. Discuss Data Conversion Migration Plan 10. Define Cutover (Go Live) Plan Customer responsibilities: For the review, Customer leadership and SMEs participate to provide Customer workflow and policy information as it relates to the configured New World applications. Work with New World Project Manager and Application Specialist to determine any additional configuration changes that are required. Work with Customer to implement agreed upon workflow changes. CITY OF CUPERTINO, CA STATEMENT OF WORK Page 31 Proprietary and Confidential 31 Inputs (prerequisites): 1. Pre-Trip Report 2. Functional Review Guide (when applicable) 3. Requirements Document(s) for Custom Interfaces / Modifications 4. Standard interfaces 5. Data conversion Outputs (completion criteria): 1. Post-Trip Report 2. Updated Project Schedule 3. Updated Project Plan 4. Project Configuration Plan 5. Training Plan 6. Supporting documentation 7. Store project artifacts and update status of project on Project Management Portal CITY OF CUPERTINO, CA STATEMENT OF WORK Page 32 Proprietary and Confidential 32 Step 6: Finalize Configuration A. Conduct System Admin Application Training Overview: During this event, New World will conduct System Administration Application Training for designated Customer SME personnel to acquire the knowledge necessary to finalize the software solution configuration and maintain the various modules included in the Customer Agreement. (There will be a minimum of one session per each major module.) Decisions regarding the configuration of the New World application are made in the Construction Phase, Step 5, Functional Review, and are applied during this Step. New World responsibilities: 1. Provide up-to-date user manuals to workshop participants 2. Instruct Customer personnel, including the system administrator, on configuration of the various contracted modules Customer responsibilities: 1. Convene workshop team of SMEs for this training 2. Attend and participate in the System Admin Application Training Inputs (prerequisites): 1. Pre-Trip Report 2. Training material 3. Project Configuration Plan 4. Training room with computers running New World application Outputs (completion criteria): 1. Post-Trip Report 2. Updated Project Plan A. Conduct System Admin Application Training B. Apply Project Configuration Plan and Implement Interfaces C. Go-Live Preparation Construction Phase: Step 6 – Finalize Configuration CITY OF CUPERTINO, CA STATEMENT OF WORK Page 33 Proprietary and Confidential 33 B. Apply Project Configuration Plan and Implement Interfaces Overview: During this event, the Customer uses the Project Configuration Plan created during the Functional Review, as the requirements for any modification to the standard application configuration. The results of this effort are configured applications. New World will implement any remaining standard interfaces. In addition, New World will create and implement any custom interfaces that must be in place to bring the applications into a live production environment. Data Conversion activity may also be addressed (dependent upon the Project Plan developed and agreed upon in the Planning phase). New World responsibilities: Provide support for the Customer SME team that is applying configuration changes. Implement the interfaces in the test environment that are required for the live environment. Customer responsibilities: 1. Apply configuration changes as defined in the Project Configuration Plan 2. Provide Customer technology staff to address the desired application workflow 3. Work with New World to test the interfaces (as applicable) Inputs (prerequisites): 1. Pre-Trip Report (if conducted on site) 2. Project Configuration Plan 3. Configuration requirements for interface operations 4. Requirements definition(s) (when applicable) 5. Standard and/or Custom Interfaces Outputs (completion criteria): 1. Post-Trip Report (if conducted on site) 2. Updated Project Plan 3. Store project artifacts and update status of project on Project Management Portal 4. Configured applications, including applicable interfaces, data conversion 5. Updated Project Configuration Plan CITY OF CUPERTINO, CA STATEMENT OF WORK Page 34 Proprietary and Confidential 34 C. Go-Live Preparation Overview: Review the overall project status to ensure that all requirements for a go -live event have been completed and the go-live event can occur with minimal disruption or risk. Document all related issues and concerns and jointly agree, in writing, to move forward with training and transition to the live environment. New World responsibilities: During this process, the New World Project Manager or Application Specialist will review the system with the Customer to ensure that each application is functioning as expected. In addition, they will review the Project Management Plan with the Customer to ensure all applicable issues and action items have been addressed. Customer responsibilities: With the New World representative, the Customer will demonstrate the system is set up and configured as designed. Work with Project Manager to identify any issues or concerns and jointly agree, in writing, to move forward with training and transition to the live environment. Inputs (prerequisites): 1. Pre-Trip Report (if conducted on site) 2. Project Configuration Plan 3. Project Plan 4. Go-Live sign-off template Outputs (completion criteria): 1. Post-Trip Report (if conducted on site) 2. Updated Project Plan 3. Go-Live sign-off 4. Documentation of all outstanding issues/concerns and written agreement to begin the training/transition to the live environment CITY OF CUPERTINO, CA STATEMENT OF WORK Page 35 Proprietary and Confidential 35 PHASE: Transition Purpose: Train users, perform data conversion, execute go-live, complete post-go-live activities and finalize Customer application customizations. Description of Phase: The Transition Phase consists of three steps. During this Phase, New World and Customer project teams review the system, verify and validate readiness for go -live, train users, cut over from legacy systems and complete post go-live requirements. New World Systems Project Implementation Methodology Construction ClosingTransitionPlanningInitiation START 1 Conduct Start-up Activities 3 Complete and Approve Project Plan 2 Acct Mgmt., Planning Meeting 4 Standard Solution Build 6 Finalize Configuration 9 Implement Post Go-Live Deliverables 8 Conduct Go-Live 7 Conduct User Training 10 Project Closure Activities Stop Step Task Includes Customer Executive Review Meetings Requires Authorized Customer SignoffLEGEND 5 Functional Review CITY OF CUPERTINO, CA STATEMENT OF WORK Page 36 Proprietary and Confidential 36 Step 7: Conduct User Training Overview: New World’s Application Specialist(s) provide user training to Customer staff. New World responsibilities: New World’s Application Specialist will provide on-site training services to assigned Customer staff. Training options include: Train-the-Trainer Training (TTT) This training consists of a New World Application Specialist providing very detailed on -site training to Customer representatives. The Train-the-Trainer course is designed to take Customer- certified (either locally or by their state) trainers, train them on the New World software and certify they have the knowledge base to successfully train other members. This training also includes problem solving techniques to ensure an effortless transition with minimal interruptions during their training sessions. Additionally, students are provided training techniques and detailed lesson plans on their specific modules. User Training If a Train-the-Trainer approach is not preferred, New World can provide Customer-defined User Training courses. This training consists of a New World Application Specialist providing an on - site training course specific to a user’s job assignment. Each course consists of Customer -defined software classes needed to be proficient in their areas of responsibility utilizing the New World software. Customer responsibilities: Assign and schedule appropriate staff to attend training sessions. Provide and schedule necessary facilities for training sessions. Confirm staff participation in training, as scheduled. Inputs (prerequisites): 1. Pre-Trip Report (if conducted on site) 2. Training materials a. Lesson Plan / User Guide b. Written Proficiency Examinations Outputs (completion criteria): 1. Post-Trip Report (if conducted on site) 2. Written Proficiency Examination results CITY OF CUPERTINO, CA STATEMENT OF WORK Page 37 Proprietary and Confidential 37 Step 8: Conduct Go-Live A. Execute Go-Live Overview: With assistance from New World, Customer goes live on modules and interfaces identified in the Customer Agreement and as documented in the Project Plan. New World responsibilities: 1. New World assistance for all applications going live LOGOS APPLICATIONS Financial Management Human Resources/Payroll 2. New World assists Customer in preparing production server for go-live a. Run SQL go-live script b. Set counters c. Other maintenance tasks 3. Provide final updates, when applicable, to the following: a. Standard software b. Hardware c. Interfaces d. Data conversion 4. Customer turnover to Customer Support 5. New World’s on-site staff cleared to depart Customer site Customer responsibilities: 1. Customer goes live with appropriate applications identified in the Customer Agreement 2. Provide SME team members to assist with go-live for each of the applications going live as first line support Inputs (prerequisites): 1. Pre-Trip Report A. Execute Go-Live Transition Phase: Step 8 – Conduct Go-Live CITY OF CUPERTINO, CA STATEMENT OF WORK Page 38 Proprietary and Confidential 38 2. Standard software 3. Interfaces 4. Data conversion 5. Pre go-live preparations a. System preparation b. Team preparation c. Preparatory meeting with Customer Outputs (completion criteria): 1. Post-Trip Report (if conducted on site) 2. Updated Project Plan 3. Customer support engaged 4. Live Operations CITY OF CUPERTINO, CA STATEMENT OF WORK Page 39 Proprietary and Confidential 39 Step 9: Implement Post Go-Live Deliverables A. Build Data Conversions Overview: New World will provide the Customer requested data conversion as described in the Customer Agreement. Depending on the decisions made in the Planning Phase, the data conversion processes may be aligned with the go-live schedule, which means this event would then be included in the initial solution build (Step 5). New World responsibilities: 1. New World will provide the data conversion programs to convert Customer’s legacy data to the New World standard software for the modules specified in the Data Conversion Migration Plan. 2. New World will provide Customer up to two test sets of converted data. Additional test sets requested will require additional conversion costs. 3. As provided in the approved Project Plan, New World will schedule a conversion analysis trip and a separate data conversion test trip to Customer’s location. The conversion test trip is part of delivering the conversion programs to Customer. 4. New World will provide Customer with a Data Conversion Migration Plan for sign off prior to starting development of data conversion programs. No conversion programming by New World will commence until Customer signs this document. Customer responsibilities: 1. Data files from Customer’s current database are included in this conversion. Customer will provide a list of discrete data files with descriptions of fields or data elements in each file. 2. Supply data to be converted. 3. A data dictionary (data descriptors) containing all data elements must be provided to New World for each file submitted with the media 4. As provided in the Project Plan, Customer will provide a dedicated contact for each application area to focus on conversion mapping and testing tasks. Responsibilities include dedicating a support person(s) whenever members of the New World’s team are on site regarding conversions. Roughly a one-to-one time ratio exists for Customer commitment and New World commitment. A. Build Data Conversions C. Perform Data Conversion Transition Phase: Step 9 – Implement Post Go-Live Deliverables B. Provide Customer Agreement Custom Deliverables Note: Some of this activity may be completed in the Construction Phase prior to Go-Live. CITY OF CUPERTINO, CA STATEMENT OF WORK Page 40 Proprietary and Confidential 40 5. Data Conversion testing. Customer understands that thorough and timely testing of converted data by Customer’s SMEs is a key part of a successful data conversion. 6. Customer agrees to promptly review and sign off on the data conversions after the final test run is completed. Inputs (prerequisites): 1. Approved Data Conversion/Migration Plan 2. Data to be converted Outputs (completion criteria): 1. Completed data conversion programs 2. Conversion test sign-off CITY OF CUPERTINO, CA STATEMENT OF WORK Page 41 Proprietary and Confidential 41 B. Perform Data Conversion Overview: Using the established guidelines from the contract, execute the data conversion to migrate data from legacy systems to the New World application. Depending on Project Plan requirements, this conversion can be completed in one or two phases as part of pre-live, live or post-live operations. New World responsibilities: 1. Follow established Data Conversion/Migration Plan; the plan will identify data sources to be converted, data sources to be migrated, the database type, database design and any detected da ta mapping issues or exceptions 2. Execute Data Conversion as outlined in the Project Plan to ensure legacy data can be accessed on production systems as confirmed through previous conversion tasks. Customer responsibilities: 1. Provide New World with access to production server and window of downtime required to execute conversion 2. Analyze data and document any discrepancies or concerns with data conversion 3. Provide dedicated internal contact for support and assistance with data conversion operations Inputs (prerequisites): 1. Pre-Trip Report (if conducted on site) 2. Data Conversion Packet 3. Approved Data Conversion/Migration Plan Outputs (completion criteria): 1. Customer review and sign off on Acceptance of Data Conversion 2. Post-Trip Report (if conducted on site) CITY OF CUPERTINO, CA STATEMENT OF WORK Page 42 Proprietary and Confidential 42 PHASE: Closing Purpose: Review the project, approve closure, disengage project management and transition Customer to the Account Management Team. Description of Phase: The Closing Phase consists of one step. During this Phase, the New World Project Manager reviews the project with Executive Management, closes out all remaining documentation tasks and disengages from the project. The Account Management Team assumes all responsibilities for ongoing support of the system and Customer. New World Systems Project Implementation Methodology Construction ClosingTransitionPlanningInitiation START 1 Conduct Start-up Activities 3 Complete and Approve Project Plan 2 Acct Mgmt., Planning Meeting 4 Standard Solution Build 6 Finalize Configuration 9 Implement Post Go-Live Deliverables 8 Conduct Go-Live 7 Conduct User Training 10 Project Closure Activities Stop Step Task Includes Customer Executive Review Meetings Requires Authorized Customer SignoffLEGEND 5 Functional Review CITY OF CUPERTINO, CA STATEMENT OF WORK Page 43 Proprietary and Confidential 43 Step 10: Project Closure Activities Transition to Account Management Overview: At the conclusion of the project, the New World applications are fully live and functional in the Customer’s environment with all required components delivered and operational. During this event, the New World Project Manager will schedule a formal turnover of the Customer to the New World Account Management Team, which includes the Executive Sponsor, Customer Support and Customer Care. The managers of Customer Care and Support introduce their department structure and review the services each team provides. Many of these individuals will have been part of the project, so this transition should be relatively seamless. Project closure will also be finalized with the Customer, ensuring the Customer and the New World Customer Support team members are aware of the overall deployment of the New World implementation and that all questions have been addressed and exceptions are incorporated into the sign-off document. New World responsibilities: 1. The New World Project Manager will coordinate a meeting, either via teleconference or on site, to review the project status and transition ongoing communications with the Customer to the assigned Account Team 2. Managers of New World Customer Support create and distribute agenda 3. Prepare the sign-off documentation 4. The Project Manager and PMO will review all project financials to ensure all deliverables for the Customer Agreement are delivered, billed and paid Customer responsibilities: 1. Provide appropriate personnel for the support turnover meeting 2. Provide a location with a conference phone for the support turnover meeting 3. Project Closure sign-off Inputs (prerequisites): 1. Agenda 2. Schedule the meeting 3. Project Closure sign-off template Outputs (completion criteria): 1. Account Management engaged to support the Customer 2. Project Closure sign-off CITY OF CUPERTINO, CA STATEMENT OF WORK Page 44 Proprietary and Confidential 44 Attachments Preliminary Project Plan Placeholder for Preliminary Project Plan CITY OF CUPERTINO Legislation Details (With Text) File #: Version:114-0212 Name: Status:Type:Ordinances and Action Items Agenda Ready File created:In control:5/28/2014 City Council On agenda:Final action:6/2/2014 Title:Subject: Consider changes to Teen Commission recruitment process Sponsors: Indexes: Code sections: Attachments:Staff Report A - Approved Resolution No. 09-115 Action ByDate Action ResultVer. City Council6/2/2014 1 Subject: Consider changes to Teen Commission recruitment process Direct staff to prepare a draft resolution noting any changes Council would like to make to the Teen Commission recruitment process CITY OF CUPERTINO Printed on 5/28/2014Page 1 of 1 powered by Legistar™ OFFICE OF THE CITY CLERK CITY HALL 10 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3223 www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: June 2, 2014 Subject Consider changes to the Teen Commission recruitment process. Recommended Action Direct staff to prepare a draft resolution noting any changes Council would like to make to the Teen Commission recruitment process. Discussion Council adopted Resolution No. 09 -115 which deleted the section regarding ranking to allow all applicants to be interviewed. Council wishes to review the recruitment process again and consider the following possible changes: 1). Along with the application and letter of recommendation, each applicant would submit a 500 word or less essay outlining what important policy issues affect teens in Cupertino and explaining his or her position on the issues. 2). Council members would review each application and essay and would then select their top 10 applicants in no particular ranking order. 3). Applicants who receive at least three Council votes would be interviewed. _____________________________________ Prepared by: Grace Schmidt, City Clerk Approved for Submission by: David Brandt, City Manager Attachments: A – Resolution No. 09-115 RESOLUTION NO. 09-115 RESOLUTION OF THE CUPERTINO CITY COUNCIL REPLACING RESOLUTION NO. 09-078 TO DELETE SECTION A REGARDING RANKING SO THAT ALL APPLICANTS WOULD BE INTERVIEWED WHEREAS, the Council adopted Resolution No. 02-065 establishing a Teen Commission and adopted Resolution Nos. 02-167, 04-405, 05-095, and 09-078 making various adjustments; WHEREAS, the Council wishes to amend the composition to delete section A regarding ranking to result in all applicants being interviewed. NOW, THEREFORE, BE IT RESOLVED:  The Cupertino Teen Commission will be comprised of nine (9) members, at least one person from each public middle school and public high school in Cupertino, if possible. Membership on the Commission will be limited to Cupertino residents. Members may attend schools outside of the city limits, or be schooled at home. Commissioners must be in 8 th through 12th grade.  The members of the Teen Commission shall be appointed pursuant to the current recruitment process adopted by City Council, with the following exceptions: Applicants under the age of 18 must have written permission of a parent or guardian to participate in the Teen Commission. The Parks and Recreation Department will work with the City Clerk to notice vacancies so that outreach to schools and youth organizations is accomplished. A letter of recommendation shall be submitted as part of the application process. The Council shall appoint new commissioners in June, to be seated in September, except in the case of reappointment of vacant seats. A) For all applications in the interview pool, the City Clerk will summarize the applications on a chart that indicates applicants' names, schools, and grades in order to assist the Council decision process. The summary chart will be distributed to the Councilmembers before interviewing begins. B) Each applicant in the interview pool will then be interviewed by Council. The applicant will start with a two-minute speech answering the questions: Why do you wish to serve? and Why do you feel you are qualified to serve? C) Each Councilmember will then have the opportunity to ask at least 1 question of the applicant. D) When the entire pool has been interviewed, Council will discuss the applicants. After the discussion, ballot voting will take place to determine the appointments. Resolution No. 09-115 2 E) If no applicant is appointed from one of the 5 public schools in Cupertino, Council may choose to re-advertise for a subsequent appointment process, fill the vacancy with any other applicant, or leave the seat vacant.  Commissioners should reflect the broadest possible representation of Cupertino youth.  The term of office of each commissioner shall be two years, beginning in September with the new school year.  Commissioners shall not serve consecutive terms unless there is a vacancy for which there is no eligible applicant, at which time the City Council may waive this restriction.  None of the Teen Commissioners shall be otherwise officials or employees of the City of Cupertino nor be related by blood or marriage to any official or employee of the city.  The Commission shall elect a chair and vice-chair at the beginning of each year.  Meeting times and location will be decided by the commission at the first meeting of the year, and will be adopted as the annual meeting schedule pursuant to the Brown Act.  Actions taken by the Commission will be by majority vote.  The Department of Parks and Recreation will provide staff support to the Teen Commission and will post meeting agendas.  Commencing in 2009, five (5) Teen Commissioners shall be appointed for a two-year term bringing the number to eleven (11). In 2010, four (4) Teen Commissioners shall be appointed for a two-year term bringing the number to nine (9). Teen Commissioners will then be appointed to a two-year term setting staggered terms of five (5) appointments in odd- numbered years and four (4) appointments in even-numbered years. Vacant seats will be filled with applicants willing to finish the term.  The powers and function of the Teen Commission will be to advise the City Council and staff on issues and projects important to youth. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 21st day of July, 2009 by the following vote: Vote Members of the City Council AYES: Mahoney, Sandoval, Santoro, Wang, Wong NOES: None ABSENT: None ABSTAIN: None Resolution No. 09-115 3 ATTEST: APPROVED: /s/ Kimberly Smith /s/ Orrin Mahoney City Clerk Mayor, City of Cupertino