B - Standard Software License and Service agreement — Cupertino City Council, May 21, 2024

Agreement For
Tyler Systems Management (" TSM")
Invoice to: City of Cupertino California Contact: Bill Mitchell Address: 10300 Torre Avenue, Cupertino, CA 95014- 3202 Telephone: ( 408) 777- 1333 ThisTylerSystemsManagementAgreement (herein "TSM Agreement") is enteredintobetweenCityof Cupertino (CUSTOMER) withits principal place of business at 10300 Tone Avenue Cupertino, CA 95014-3202 and Tyler Technologies, Inc., (TYLER) with its principal place of business at One Tyler Drive, Yarmouth, Maine, 04096 on this is day ofuJ ly. 2017.

The headings used in the TSM Agreement are for reference purposes only and shall not be deemed a part of this TSM Agreement.

CUSTOMERagreesto purchaseandTYLERagreesto providethe serviceslistedbelowin accordancewiththe followingterms and conditions.

I, Term of Agreement:

This Agreement is effective as of July 1. 2017 and shall remain in force until June 30. 2018 (one-year initial term). Upon expiration of that initial term, the Agreement will automatically renew for additional one year terms. at Tyler' s then -current rates, unless terminated by eitherpartyatleastthirty (30) days' inadvanceofthe upcomingrenewaldate.

II. Scope of the Agreement:

Both parties acknowledge that this Agreement covers only the services described below for the New W odd ERP software licensed to the CUSTOMER, for the internal business operations of:

City of Cupertino, CA
111. Payment:

1. CUSTOMERagreestopayTYLER517.376forthe servicesdescribedbelow. This paymentisdueandpayableuponexecution ofthe Agreement. Thereafter, paymentsforanyrenewalpayablewillbedueannuallyin advance. Paymenttermsarenetthirty 30) days from invoice date.

2. AdditionalCharges. Anysystemsmanagementservicesand/or relatedmaterialsperformedor suppliedby TYLERfor CUSTOMER that are not in -scope, as defined herein, will be invoiced to CUSTOMER on a time and materials basis at TYLER' S then - current rates
IV. Covered System:

Window Servers that are required to run the Tyler New World ERP application.

V. Scope of Services: TYLER will provide the following services for the benefit of CUSTOMER:
a. TYLER SYSTEMS MANAGEMENT Service is available during TYLER's then -current business hours. TYLER' S current business hours are set forth at htti) jAmm. tAertech. com/ client- sup . CUSTOMER may contact a TSM technician using the contactinformationset forth at hOi)JlwwWtvle[L%hcom/client-supoort. Calls will be recordedand answeredon a first in first out basis, excepton reportsthatdeclareCUSTOMER's systemdown,. in whichcaseCUSTOMER's callwill be moved to the head of the queue
b. TSM servicesarerestrictedto the primaryproductionserver(s) thatthe Tyler Softwaresubjectto thisTSMAgreementis installed on.
c. Environments: Database administration services are restricted to three TYLER environments: one live environment, one training environment, and one test environment.
1) In cases where additional databases exist, each additional database will be subject to additional fees, which TYLER will quote to CUSTOMER at TYLER' s then - current rates. d. Application Software: In -scope TSM services include two complete sets of the Tyler Software subject to this TSM Agreement: one live set and one testltrain set.
e. Required foundation Hardware and Software
TSM services include the support and installation of all foundation software TYLER requires CUSTOMER to procure to utilize one live, one train and one test database. Required foundation software is set forth at hltosa/ check. tvlertech. com/. TYLER does not support, and this TSM Agreement does not include support services

ATTACHMENT B
for, any third party product that is not required foundation software. TYLER will reasonably cooperate with CUSTOMER in investigating issues within the Tyler Software that may be created by a third party product, but it is CUSTOMER' s responsibility to pursue support on third party products directly from that vendor or its authorized partners. f. TYLER will also perform system administrative tasks on the installed operating system and database administrative tasks on the installed database engine software.
g. TYLER will also provide a remote installation and configuration of a new or upgraded server, at CUSTOMER' S request, once every two ( 2) years.

VI. CUSTOMER Responsibilities,
a. CUSTOMER shall provide, at no charge to TYLER, full and free access to the programs covered hereunder, including working space; adequate facilities within a reasonable distance from the equipment; and use of machines, attachments, features, or other equipment necessary to provide the specified support and maintenance service. b. CUSTOMER shall install and maintain for the duration of this Agreement a stable high speed network connection available for remote connections. CUSTOMER shall pay for installation, maintenance and use of such equipment and associated communication line use charges. TYLER, at its option, shall use this remote interface in connection with error correction.

Vl. General
a. Non -Assignability: CUSTOMER shall not have the right to assign or transfer its rights hereunder to any party. b. Excused Non - Performance: TYLER shall not be responsible for delays in servicing the products covered by this Agreement caused by strikes, lockouts, riots, epidemic, war, government regulations, fire, power failure, acts of God, or other causes beyond its control.
c. Limitation of Liability: TYLER' S liability hereunder shall not exceed CUSTOMER' S actual, direct damages, not to exceed the TSM services fees paid for the year in which CUSTOMER' S claim accrues. CUSTOMER SHALL NOT, IN ANY EVENT, BE

ENTITLED TO, AND TYLER SHALL NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL

DAMAGES OF ANY NATURE, EVEN IF TYLER TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IRRESPECTIVE OF THE NATURE OF CUSTOMER' S CLAIM. d. Governing Law: This TSM Agreement shall be governed by, and construed in accordance with, the laws of CUSTOMER' s slate of domicile. The invalidity or unenforceability of any provisions of this agreement shall not affect the validity or enforceability of any other provision.
e. Modification of this Contract: No modifications or amendment of this Agreement shall be effective unless set forth in writing and signed by both CUSTOMER and TYLER.
f. Suspension: Support and services will be suspended whenever CUSTOMER' s account is thirty (30) days overdue. Support and services will be reinstated when CUSTOMER' s account is made current by paying all past due fees. g. Reservation of Rights: TYLER reserves all right, title and interest, including but not limited to intellectual properly rights, in and to the Tyler Software, the TSM services, and any services or deliverables related thereto. except as expressly set forth in this TSNI Agreement.

CUSTOMER'
Bill Mitchell
Printed Name:

Signature
June 21, 2017
Date
Tyler Technologies, Inc.

Robert Kennedy - Jensen
Printed
Siglllnature `//
y*
June 22, 2017
Date
CUSTOMER' S payment of TSM services fees will constitute acceptance of the terms and conditions set forth herein, even if CUSTOMER has not signed in the allotted signature block.
fl
eontyler
technologies
Document #: 1751- NW00311

AMENDMENT
This amendment (" Amendment") is made this C day of 2016 (" Amendment Effective Date") by and between Tyler Technologies, Inc., a Delaware corporation with offi es at 840 West Long Lake Road, Troy, MI 48098 Tyler") and City of Cupertino, CA, with offices at 10300 Torre Avenue, Cupertino, CA 95014- 3202 (" Client").

WHEREAS, Tyler and the Client are parties to a License Agreement with an effective date of June 9, 2014 ( the Agreement");
WHEREAS, Tyler and Client now desire to amend the Agreement; NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Client agree as follows:

1. The software and/ or services set forth in Exhibit 1 and 2 and associated services as noted in Schedule 1 to this Amendment are hereby added to the Agreement.

2. The following payment terms, as applicable, shall apply:
a. Additional software fees will be invoiced 100% on the Amendment Effective Date. Associated maintenance and support fees will be invoiced on a pro rata basis beginning on the first day of the month following the Amendment Effective Date, and thereafter In a lump sum amount together with Client' s then -current maintenance and support fees for previously licensed software. b. Additional services fees and any expenses will be billed and invoiced as delivered. c. Travel Expenses shall be invoiced as Incurred, if applicable.

3. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement.

4. All other terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below.

Tyler Technologies, Inc.
e
By:

Name: Abby Diaz
City of Cupertino, CA
Title: Vice President and Associate General Counsel Title: 1 6riir) SoxV` I5
Date: 1 2 4 I i.'+ Date:
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4 1751 - NW - 00311062916 Amendment
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tecdhnologies
Exhibit 1
Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
1751 - NW - 00311 062916 Amendment
Sales Quotation for:

Date:

Terri Minter
6/ 2$/
2016new
49, 970 $ 4, 507
Quote Expiration: 10/ 26/ 2016
Travel Expenses}
err) a t ler soIutien
Client Name:

Quote Number;
City cf Cupertino, CA
NW -00311 v2
Quote Description,. Business Ucensing
Sales Quotation for:

City of Cupertino, CA - # 1751
10300 Torre Avenue
Cupertino, CA 95014- 3202
408) 777- 3200
softw? ee and lke!a • ed Catytsiadg
Tyler prke quotationsare valldfor 120 days
myCommunitySuite:
mess Umsing $ 1, 647 14 $ 17; 180 $ 6 000 $ 33, 877
mfiommunity Suite Subtotal: M150 $ 1, 647 14 $ 17, 080 $ 8 000 $ 33, 977 e5ulte Applications:
aLkense $ 5, 300 $ 1, 060 1 $ 1, 220 NotAppllc& e $ 7, 580 ePayments $ 10, 000 $ 1, 800 1 $ 1, 220 Nat Apoicable $ 13 0211 eSulte Application Subtotal: $ 15, 300 $ 2, 860 2 $ 2, 440 20 600 TOTAL INITIAL COST: $ 24, 450 $ 4, 507 16 $ 19, 520 $ 6, 000 $ 54, 477 Estimated Travel Expenses
Trips @ $ 2, 000/ each- Axiudes 3 Trips $ 6, 000
airfare, carrsfa4 hots
accnmmodabbns and per oVam
Tier NeW Wodd ERP
Private and C,o Wentw Page 1
One Time
New World ERP Summary Fees Recurring
Total Software 24, 450 $ 4, 507
Total Service 25, 520
Summary Total 49, 970 $ 4, 507
Contract Total ( Excluding Estimated 54, 477
Travel Expenses}
Estimated Travel Expenses
Trips@ $ 2, 000/ each- Axiudes 3 Trips $ 6, 000
airfare, carrsfa4 hots
accnmmodabbns and per oVam
Tier NeW Wodd ERP
Private and C,o Wentw Page1
new
worldTM
a tyle - r' er[) SolLitiorl
Sales Quotation for:

City of Cupertino, CA - # 1751
10300 Torre Avenue
Cupertino, CA 95014- 3202
408) 777. 3200
Footnotes
Quoted By: Terri Minter
Date: 6/ 28/ 2016
Quote Expiration: 10/ 26/ 2016
Client Name: City of Cupertino, CA
Quote Number: NW - 00311 v2
Quote Description: Business Licensing
Ty9erprice gwMtiaw are vabd for120 days
The costs provided In this proposal are based on all of the proposed products and services bel ng obtained from Tyler Tech nologles. Should slgnlftcant portions of the products or servicesbedeleted, Tyler reservesthe right to adjust Its pricesaccordingly.

Personal Computers must meet the mlydmum hardware requirements for the New World ERP product. Mlomsoft Windows 7 or greater witty Internet Explorer ( IE7 8 or greater Is the required operating system and browser for all client machines.

Servers must meet the minlmurn hardware requirements for the New World ERP product Whtdnws Server 2008 ( R2) or greater is required for the Appilcadon Server( s), Web Server( s) and Database Server. Microsoft SQL Server 2008 ( R2) or greater is required for the Database Server. Customers must also license the approprlate number of Microsoft Client Access Licenses ( CALs) for license compliance, Suggesbed. minlmum: 100MB Ethernet Network. IOMB CATS Ethernet Network may have less than adequate response time. Further consultation would be required to assess your network.

Travel and expenses are not Included under TvtafSeMces as they are billed at actual cost. A separate line item above " Esdnvted Travel Expenses; shows Tyler's estimate for travel and living expensesfor the scopeof this project That estimateis basedupon $2,000 per trip, whichmay Indude airfare, hold, per diem, car rental, and gas). All travel and living expenses will be billed an a wieekiy basis, but only as Incurred.

Tyler 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 applicadons. SSRS is included In the Express, Workgroup, Standard, and Enterprise edrdons of Microsoft SQL Server. Cuac rters may elect to use otter third -party report generation tools Including Crystal Reports however Tyler does not provide support for dtese tools and cannot guarantee compatibility.

Prices assumes that all software proposed Is licensed.
ucensed Software, and third party software embedded therein, if any, will be delivered in a machine- readable form to Customer Wa an agreed upon noilwork connection. Any taxes or fees Imposed are the responsibility of the purchaser and will be remitted when Imposed.

Tybr New Wood ERP
Private and Conedentlal Page 2
t y ler
technologies
Exhibit 2
Professional Services

1. Implementation and Training Support Services
Implementation and tralning support services have been allocated for this project as defined in the Investment Summary. Avoiding or minimizing custom or modified features will aid in keeping the support costs to the amount allocated. The recommended implementation and tralning support services include:
a) Implementation of the Tyler Software; and
b) Training you or assisting with yourtraining on the Tyler Software.

The implementation and training support services provided by us may be performed at your premises and/ or at our office in Troy, Michigan ( e. g., portions of project management are performed in Troy). 1751 - NW - 00311 062916 Amendment
ty er
technologies
Exhibit 2
Schedule 1
Data File Conversion Assistance
We will provide conversion assistance to you to help convert the existing data flies specified below. if additional files are identified after the contract execution, estimates will be provided to you prior to us beginning work on those newly identified files.

Genera
1) This conversion effort Includes data coming from one unique data source, not multiple sources.
2) 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 you prior to providing the data to us.

Our Responsibilities
1) We will provide you with a conversion design document for slgnoff prior to beginning development work on the data conversion. No conversion programming by us will commence until you approve this document.
2) We will provide the data conversion programs to convert your data from a single data source to the Tyler Software for the specified files that contain 500 or more records. 3) As provided in the approved project plan for conversions, we will schedule a conversion analysistrip and a separate data conversion testing trip to your location. The conversion testing trip for each application is a billable support trip, using standard daily billable rates, which isscheduled in conjunction with the delivery of the converted data to you.
4) We will provide you up to 3 test sets of the converted data. Additional test sets requested may/ will require additional conversion costs. 5) We will provide the standard conversion record layouts to you and convert the available data elements defined In the standard conversion record layouts. 6) Up to seven years of historic data will be converted by us.

Client Responsibilities
1) You will provide data in standard conversion record layouts as provided by us.

Submitted data files must include an accurate count of records contained In the files. 2) Data will be submitted to us 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.
3) You understand that files or tables containing less than 500 records or table entries will not be converted.
1751 - NW - 00311 062916 Amendment
4) As provided in the project plan for conversions, you will provide a dedicated resource in each application area to focus on conversion mapping and testing. This includes dedicating a support person(s) whenever our staff Is on site regarding conversions.

Roughly a one to one commitment existsfor your commitment and our commitment, You understand that thorough and timely testing of the converted data by your personnel is a key part of a successfuldata conversion. 5) You agree 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 acceptance by you.
6) If you cannot provide data in the format defined In our standard conversion record layouts then we will map the data to our standard conversion record layout at the Daily Rate. You must provide complete file and field definitions for us to map the data.

Only one data source for each of the files described in the Investment Summary. 1751 - NW - 00311 062916 Amendment
lam_ Vv_ L1,0v • 7o0 - 7a2_
Nezv Wlorlcl

SERVICE AGREEMENT AND BILLING AUTHORIZATION FORM
Please complete this form including an authorized signature and fax, mail or scan and email it to your New World Systems ( NWS) contact 888 W. Big Beaver Rd, Suite 600, Troy, MI 48084
Scheduling will be done upon reciept of this signed document.

NWS
Assistance
Offerinq Details: Location: Requested Price
New World will provide upgrade assistance for the 9. 3 and 9. 3SP1 releases, which includes:

Upgrade 1 Test environment
Upgrade 1 Train environment
Upgrade 1 Live environment
Each upgrade will include the following: Remote Assistance Yes 1, 800 Upgrade Logos. NET
Upgrade eSuite ( if applicable)
Upgrade Business Analytics to Decision Support Services 9. 3 if applicable)
Testing of the following:
o HTML reports
o HTML to PDF conversion
o SSRS reports
o SSRS to myReports
The following items will not be covered:

Slip printer or any other peripheral device setup
Custom forms or interfaces — post upgrade
Data validation/ testing services — post upgrade
Business processing testing — post upgrade
Issues that are software driven and not upgrade driven will go through the normal channels of the
Support Center and not through the application specialist assisting with Customer Acknowledgement:
1) For any upgrade service offerings where I have waived NWS assistance, I agree that any service expense required by NWS to bring my environment into compliance will be borne by my agency. I further acknowledge that these services will need to be scheduled by NWS and may not be able to be delivered immediately upon my request but that NWS will make best efforts to accomodate our schedule.
2) During the scheduled upgrade time I will provide remote access to the Test Server, Live Server and Client to be upgraded. The service delivery may be split for test and live to accommodate schedule and downtime involved.

Call Center Contact: Mike Adnson OFFERING COST: $ 1, 800 Relationship Manager: Terri Minter
TOTAL FEE $ $ 1, 800
Scheduled
IDate: Scheduled upon receipt of si ned Service A reement Contact Name for Delivery of Service Title Email Address Case Number Director of
Administrative
Kristina Alfaro Services kristinaa( a)-cupertino. org 2172012 Customer Information and Approval
Logos . NET
Organization Name: Cupertino
Address: 10300 Torre Avenue
City, ST Zip Cupertino, CA 95014- 3202
Phone: 408 77773200 Fax No.: 408 777- 3220
Authorized Signature: Title: Director of Administrative Services Name ( Printed :, Kristina Alfaro r Date: 30 - Oct - 15 Policies
Policies: The signature above authorizes New World to invoice Customer at the appropriate fee based on service beinq provided.

The total fees will be billed upon execution. Full payment is due within 30 days.

This Form shall be governed by the general terms and conditions of the original license agreement between New World and Customer
New World Systems
ThePublic Sector SofiwarvCompany RFSAuthorization Form

SOFTWARE MODIFICATIONS / ENHANCEMENTS AT CUSTOMER EXPENSE Customer Name: Cupertino, CA New World
Application: FMRef. #
2137375
ReleaseLevel: 9.0
Date: 2/ 10/2015
In response to your Request for Service we are pleased to offer the following estimate. Work will be scheduled for the project upon receipt of the signed estimate. To schedule work on this project, please sign below and return to New World Systems.

Billable Service Provided
Create a script to update Payment Codes as follows:

1. Update the Credit GL Account as specified in attached file: " CupertinoCA_ PaymentCode. xlsx".

2. All Payment Codes will get a single 100% distribution.

3. Prior to running the script, customer will post all open revenue collections batches associated to these Payment Codes. Any Payment Codes remaining with an open batch will not be updated.

4. Customer will run the script in their Test environment and verify the results before running the script in their Live environment.

This project is considered custom software. All services related to this project will be billed based on actual hours worked on this project.

The total hours worked on this project will be deducted from your Exhibit B hours balance from your Software License and Services Agreement. Upgradesto customsoftwarerequiredby releasechangescould result in additional customsoftwareupgradefees, which are not a part of this agreement.

Cost, Invoicing & Warranty Information:

The Project Cost below includes all technical work including: design, programming, and up to 0 hours of on-site Project design basedon up to 0 trip( s) to your location.

Travel expenses for this work are estimated at $ 0. 00.

Actual travel expensesand any on-site support hours in addition to the amounts above will be invoiced at the actual amounts as provided in Exhibit B of your Software License and Services Agreement.

All payments are due within 30 days of the actual invoice date. Estimate good for 30 days.

Estimated Exhibit B Hours ( Actual Hours May Vary)
New World provides warranty and maintenance on the above modifications / enhancements for 30 days Please test the software immediately upon delivery.

IMPORTANT: Please return this ' gned approval form to New World to start this project. Keep a copy for your records.

Customer LiaA
Signature:
iso
Date: Z
Title: the - hone #: 3110
Internal Use Only:

Completed By: Date Completed:
2137375. xlsx Form #: RFS Authorization Last Revised: 2/ 10/ 2015 InkNew world Systems
ThePublic Sector Soflware Company RFSAtithorization Form

SOFTWARE MODIFICATIONS / ENHANCEMENTS AT CUSTOMER EXPENSE Customer Name: Cupertino, CA New World
2149981
Ref. # Application: HR
Release Level:

Date: 5/20/2015
Unless otherwise specified, this project will be scheduled on the first available date. Scheduling will take place upon receipt of a signed copy of this document.

In response to your Request for Service we are pleased to offer the following estimate. To begin work on this project, please sign below and return to New World Systems.

Create custom ECHO payroll check. The form will print on pre- printed check stock.

Modifications to the base form include:

1. Check layout will print similar to the attached layout.

2. The Bank Information section will no longer print.

3. The Broadcast Message section will no longer print.

4. Font size will be reduced to help preventing overflow page printing.

Warranty period expires 30 days after initial delivery.

The cost for this program includes programming, quality testing, electronic delivery, and set up assistance. This project is considered custom software. Upgrades to custom software required by release changes could result in custom software upgrade fees.

Cost, Invoicing & Warranty Information:

The Project Cost below includes all technical work including: design, programming, and LIPto 0 hours of on-site Project design basedon up to 0 trip( s) to your location.

Travel expenses for this work are estimated at $ 0. 00.

Actual travel expensesand any on-site support hours in addition to the amounts above will be invoiced at the actual amounts as provided in Exhibit B of your Software License and Services Agreement.

All payments are due within 30 days of the actual invoice date. Estimate good for 30 days.

Invoiced Upon

COSTS INVOICING
Customer
Invoiced Upon Delivery of SofhvareApproval To
Proceed
Project Cost $ $ 1, 800. 00 $ 0 $ 1, 800
Travel Expenses $ $ 0. 00 $ 0 $ 0
Budgeted Total Cost: $ $ 1, 800. 00 $ 0 $ 1, 800
New World provides warranty and maintenance on the above modifications / enhancements for 30 days.

Please test the software immediately upon delivery.

IMPORTANT: Please return this signed approval form to New World to start this project. Keep a copy for your records.

Customer Li isson, Lpprova1:

Signature:/ Y- Date:

Title: MO P7' Phone #:

Internal Use Only:

Completed By: Date Completed:
2149981 Form #: RFS Authorization Last Revised: 5/ 20/ 2015 New world Systems"
The Public Sector Software Compaizy
Document Number: CUPE 14LIF

STANDARD SOFTWARE LICENSE AND SERVICES AGREEMENT
May 21, 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 I .................... STATEMENT OF WORK
By signing below, eachof us agreesto 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)
By:

La ry D. Leinweber, President
Date: V ~`

CITY OF CUPERTINO, CALIFORNIA
Cuistomer)
By: lazalanu&% Iii/ l%
Authorized Signature — Title
Approved,) jo, form:

Carol Korade, City Attorney
Atter
Grace Schmidt, Clerk
Date: TVKc (/ . 1J0 i y
The " Effective Date" of this Agreement is the latter of the two dates in the above signature block.

Corporate: 888 WestBig BeaverRoad • Suite600 • Troy • Michigan48084-4749. 248-269-1000 • www.newworldsystems.com CUPE 14LIF 0521 ( 141, IC 0513) executable. doc

DEFINITIONS
Thefollowing termsasdefinedbelowareusedthroughoutthis Agreement:

1. " A uthorized Copies':

Exceptas providedin subparagraph1.3, the only authorizedcopiesof the LicensedSoftwareand LicensedDocumentationarethe copies of each application software package defined in this Paragraph. They are:
i) the singlecopy of the LicensedSoftwareand the relatedLicensedDocumentationdeliveredby New World underthis Agreement; and
ii) anyadditionalcopiesmadeby Customer asauthorizedin subparagraph1.2.

2. " An Authorized User/ Workstation':

Subjectto the numberof usersspecifiedin Exhibit A, any PCworkstationthat is connectedto accessthe LicensedSoftwareresident on Computerandthatmaybe loggedon to accessthe programs, interfaces, data, or files createdand/or maintainedby the Licensed 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 serialnumberof the Computerwithin ten (10) daysof receiptof the Computeror 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 disclosedor obtainedby one party in connectionwith, and during the term of, this Agreement and designatedas Confidential" by the party claiming confidentiality at the time of disclosure. Confidential Information does not include any informationwhich was previouslyknown to the otherparty withoutobligationof confidenceor without breachof this Agreement, is publiclydisclosedeitherpriororsubsequenttotheotherparty'sreceiptofsuchinformation, orisrightfullyreceivedbytheotherparty from a third partywithout obligationof confidence. To theextentpermissibleundertheCaliforniaPublicRecordsAct 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 Cuilomer 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 s; rvices to Customer at the rate of $ 1,000/day. The daily rate covers all hoursworkedbyaNewWorld employeeperdayonthisproject. Thedailyrateisprotectedfor24monthsaftertheEffectiveDate, at which timethe dailyrateshallbethethen -currentNewWorld 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":

Standardapplicationsoftwarecurrently underdevelopmentby New World which, if applicable, will becompletedanddeliveredto 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) daysafterdeliveryof the LicensedStandardSolfivare.

10. " Licensed Custom Software":

Anysoftware (programsorportionsofprograms) developedbyNewWorldspecificallyforCustomer'sownuse.

11. " Licensed Documentation' :

New World User Manuals which includes the current specifications for the Licensed Standard Software and other written instructions relatingto theLicensedSoftware (suchasProductBulletins, installationinstructions, andtrainingmaterials).

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 actualandreasonabletravelexpensesincurredby New World for trips relatingto this project, includingbutnot limited to, airfare, rentalcar, lodging, mileage, parking/tolls, anddaily perdiem (:xpenses.

17. " Travel Time":

Actual NewWorld employeetraveltime billed at theHourly Rateof $125/hour, up to, but not exceeding, four (4) hourspereachtrip relating to this project.

18. " Upgrades":

Anyenhancedand/orimprovedversionsoftheLicensedStandardSoftwareprovidedasLicensedStandardSoftwareunderExhibitC of this Agreement and released after the execution of this Agreement.

City of Cupertino, CA

Page 2 of 26 ends

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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 LicensedSoftwareonly on the Computerandonly for its internalprocessingneeds. 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 assistCustomer 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 abovesolong asthey arekept in a location securefrom unauthorizeduse. Exceptasprovidedherein, Customer or anyone obtaining access through Customer shall not copy, distribute, disseminate, or otherwisediscloseto anythird partytheLicensedProductsor copiesthereofin wholeor 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 Copiesmay be madefor Customer's internal useonly, which permissionshall 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 .Productsandall copyright, tradesecretsandother proprietaryrights, 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 .licenseto useany LicensedCustomSoftwareprovidedunderthis Agreement, if any, is included in this license. New World shall have the right to useany data processing ideas, techniques, concepts, and/or know-how acquiredby it in the performanceof servicesunderthis Agreement includingthe development of Licensed Custom Software fior 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 Softwareduring the term of Customer's SSMA. SeeExhibit C for a descriptionof 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 usermanuals based on the then -current release of the Licensed Standard Software.

4. 2 New World warrants, for Customer' s benefit only, that it possessesthe necessaryintellectual 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.

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The foregoingwarrantiesdo not apply if the LicensedProduct(s) havebeenmodifiedby anyparty otherthan 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 PARTACULAR 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 agreesto 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 suitablefor the successfulinstallation 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 settingandtimely involvementduring and after a changein 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 duration 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 requestsfor 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 assuresuccessful 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 chargeCustomer agreesto pay. To the extentCustomer imposesadditionalrequirementson 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.

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7. 2 If Customer wishes to add additional authorized workstations or Licensed Standard Software, Customer agreesto pay the additional Licensefees at the then current softwareprices in effect.

SSMA fees shall be increased according to the additional Licensed Standard Software fees on the next annualbilling dateafterthe additionalworkstationsand/or LicensedStandardsoftwareis added, or as specified in the future contract. With said payments, the license provided in Paragraph 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 Freedora of Information Act ( FOIA) and/ or other comparable 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 agreesto timely notify New World of any rrquest(s) madefor disclosureof confidentialinformation 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. I.n addition to the other restrictions set forth elsewhere in this Agreement or otherwise agreed to in writing, Customer agreesto implement all reasonable measures to safeguardNewWorld' sproprietaryrights in the LicensedProducts, includingwithout limitation the following measures:
i) Customer shall only permit access to the Licensed Products to those employees who require accessand only to the extent necessaryto 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 agreesto provide information reasonably requestedby New World to assistNew World in evaluatingCustomer's requestto permit third party accessto the LicensedProducts. In addition to any other remedies, New World may recover from Customer all damages and legal fees incurred in the enforcernent 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 Alp-eement or any other reasonablerestrictions 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 agreesthat in addition to any other remediesthat may be availableat 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-conformanceor imperfectionof any licensedsoftwareprovided 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 5 of 26
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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 basedupon 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 consequentialdamages, includinglossof profits or costsof cover, arisingfrom or relatedto abreachof this Agreement or any orderor the operationor useof theLicensedProductsincludingsuchdamages, 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, and claims against Customer by any third person, even if New World hasbeen 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 agreesto be bound by and to comply with any and all provisions of the U.S. Copyright Act ( The CopyrightAct 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 anyway 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 Eachpartyshallberesponsiblefor Workers' Compensationcoveragefor itsown personnel.

12. 0 11VSURANCE 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 — Cominehensive Form: New World shall procure and maintain duringthe term of this Agreement, Liability andPropertyDamageInsurancein an amountnot 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 im 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 disputeor controversyarisingoutof o:r relatingto thisAgreement, or breachthereof, shallbe 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 resolvingthe disputeor controversythroughnormalbusinessmanagementpractices. The seriesof meetings, consistingof not lessthan three face-to-face meetings, mustbe held between upper- level managers of both Customer and New World. Both parties agree to put forth their best efforts in these meetings. The meetings 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 6 of 26
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gives notice to the other by certified mail that it is entering into this Level 1 procedure to resolve the dispute.

Level 2: Only afterthe partieshavecompletedLevel 1 of the DRP without resolvingthe disputeor controversy and before entering into Level 3 of the DRP, Customer and New World shall enter into a mediation process. Each parry shall bear its own costs in preparing for and conducting mediation, except that the joint costs, if any, of the actual mediation proceeding shallbesharedequallyby theparties. Themediationprocessis definedasfollows:

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 unlessthe termination 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 applicablecureperiod, flew World will usesoundmanagementpracticesandits best efforts to resolve any issues or obstacles — including the reassignment of personnel if necessaryto improve the working relationship;
v) At the end of the applicable cure period, unless the termination hasbeen 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 previouslyscheduled, throughtheterminationdateandtheCustomer shallcontinueto pay all feesand 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, retainthe softwareor returnit to NewWorld andpursueanyavailableremedies under this Agreement.

14.5 Nothing in this paragraphon terminationis intendedto infer that eitherparty hasor doesnot havea claim for damages.

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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 s(,t forth in this Agreement resulting from any alleged infringement of any patent or copyright arising from the licensing of the Licensed Standard Software pursuant 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 anyuseof theLicensedStandardSoftwarenot specificallyauthorizedin 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 deemedeffective when deposited in the mail by Registered or Certified U.S. Mail to the following address (or to any other addressso 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 deemeda 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 execute any requisite cooperative agreementsauthorizing such extension of terms and conditions. If this is done, Customer assumesno authority, liability, or obligationonbehalfof anyotherpublic entity that may usethis 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.

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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 hi Exhibit . B

7. DATA FILE CONVERSION ASSISTANCE SERVICES as further described in Exhibit F O: NE TIME PROJECT COST:

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.

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Exhibit AA/ COST SUMMARY AND PAYMENT SCHEDULE Initials /& N S / ton
H. Payments for Licensed Standard Software, Implementation Services, and Third Party Products

DESCRIPTION OF PAYMENT PAYMENT
A. LICENSED STANDARD SOFTWARE

1. Amount invoiced upon Effective Date

2. Amount invoiced upon Go - Live of Financial Maniagement Base Suite B. IMPLEMENTATION SERVICES
I. Amount invoiced upon Effective Date

2. Amount invoiced upon completion of Step 3 in SOW -
Complete and Approve Project Plan

3. Amount invoiced upon completion of Step 4a in SOW -
Technical System Setup

4. Amount invoiced upon completion of Step 7 in SOW -
Conduet User Training

5. Amount invoiced upon completion of Step 8 in SOW -
Conduct Go - Live of Financial Management Base Suite

ONE TIME PAYMENTS
C. TRAVEL EXPENSES ( Estimate)
These expenses are billed as incurred and not to exceed $ 50, 000 without prior written Customer authorization)

1. 25 Trips are anticipated
Estimate
245, 060
122, 530
122, 530
266, 000
26, 100
53, 300
53, 300
53, 300
80, 000
50, 000*
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 iuchaded hinder the total one -tune costif ally deliverable is subject to sales tars, the tar will be calcalated roadadded as applicable to each billing.

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Exhibit AA / COST SUMMARY AND PAYMENT SCHEDULE Initials / N / Customer
II. Payments for Licensed Standard Software, Implementation Services, and Third Party Products

DESCRIPTION OF PAYMENT
A. LICENSED STANDARD SOFTWARE

1. Amount invoiced upon Effective Date $ 122, 530

2. Amount invoiced upon Go - Live of Financial Management Base Suite 122, 530 B. IMPLEMENTATION SERVICES

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

3. Amount invoiced uponcompletion of Step4a in SOW - 53, 300 Technical System Setup

4. Amount invoiced upon completion of Step 7 in SOW - 53, 300 Conduct User Training

5. Amount invoiced upon completion of Step 8 in SOW - 80, 000 Conduct Go - Live of Financial Management Base Suite
ONE TIME PAYMENTS:

C. TRAVEL EXPENSES ( Estimate)
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

PAYMENT
245, 060
266, 000
50, 000*
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.

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EXHIBIT A

LICENSED STANDARD SOFTWARE AND FEES
License Fee for Licensed Standard Software And Documentation Selected By Customer:

LOGOS. NET STANDARD APPLICATION SOFTWARE"'-'

ITEM DESCRIPTION INVESTMENT

FINANCIAL MANAGEMENT

1. Logos. NET Financial Management Base Suite!
General Ledger
Budget Management
Annual Budget Preparation
Accounts Payable
Revenue/ Cash Receipting

2. Logos. NET Additional Financial Management Software
Asset Management
Project Accounting
Misc. Billing & Receivables
Government ( GASB) Reporting
Bank Reconciliation
Third Party Document Imaging Interface

3. Expanded Revenue Collections
PC Cash Register Interface
supports Epson TM -H60001 v ReceipffalidatiordSlip Printer

4. Logos. NET Procurement Management Suite
Purchasing Base
Contract Accounting
SUB - TOTAL FINANCIAL MANAGEMENT MODULES $ 141, 000

PAYROLL & HUMAN RESOURCES SUITE

5. Logos. NET Human Resources Management Base Suite
Payroll Processing
Personnel Management
Position Control
55, 000
8, 000
8, 000
8, 000
16, 000
6, 000
8, 000
8, 000
16, 000
8, 000
45, 000
City of Cupertino, CA

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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 PAYROLLIHUMAN 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 1

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 SOFTINARE MODULES $ 70, 000 City of Cupertino, CA

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AUTHORIZED USERS

15. SiteLicensefor upto 200AuthorizedUsersa 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 authorizedusers for the StandardSoftware licensed in Exhibit A, to be divided up between applications. The Site License is available to only the affiliated Public Administration agencieswithin the City of Cupertino, CA.

ENDNOTES
Personal Computers must meet the minimum hardware requirementsfor New World Systems' Logos.NET product. Microsoft WindowsXP or greaterwith 1E 7.0 or greateris therequiredoperatingsystemsfor all client machines. Windows2008 Server is required for the Application Server(s), WebServer(s) and Database Server.

Microsoft SQL Server 2008 is required for the Database Server. 1 New WorldSystems' Logos.NETproduct requiresMicrosoft Windows2008ServerandMicrosoftSQLServer 2008includingrequiredClientAccessLicenses (CALs) andWindowsServer2008ExternalConnector (EC) licensesfor applicableMicrosoftproducts. Serversmustmeetminimumhardwarerequirementsprovided by New World Systems.
s
Suggestedminimum: IOOMB Ethernet Network. IOMB CATSEthernet Network may have less than adequate response time. Further consultation would be required to assess your network. d
Additional costper groupof Sfor authorizedusersis $5, 000. 5 New World supports SQL Server Reporting Services (,)SRS) for server - based report generation and ad hoc reporting. SSRSutilizesawebservicesinterfacetosupportthedevelopmentofcustomreportingapplications.

SSRSis includedin theExpress, Workgroup, Standaro andEnterpriseeditionsof MicrosoftSQLServer.

Customersmayelecttouseotherthird -partyreportgenerationtoolsincludingCrystalReportshoweverNew World does not provide support for these tools and cannot guarantee compatibility. 6 Prices assume that all software proposed is licensed. 7 LicensedSoftware, andthirdparty softwareembeddedtherein, if any, will bedeliveredin a machinereadable 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

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Exhibit A / OPTIONAL LICENSED STANDARD SOFTWARE AND FEES Optional Licensed Standard Software Pricing
Customermaylicensethefollowingsoftwaremodulesatthe; indicatedcurrentlistpricesfor uptotwo (2) years from the date of execution of this Agreement.

OPTIONAL SOFTWARE MODULES
LOGOS.NET STANDARD APPLICATION SOFTWARE 1,2,3

ITEMIDESCRIPTION I

INVESTMENT

COMMUNITY DEVELOPMENT SUITE

1. Logos.NET Community Development Software
Business Licensing $ 12, 000
Parcel Management 8, 000
Permits 15, 000
Note: TrainingandSupportServicescost (nottoexceed :635,000) aswellasMaintenance (SSMA) costsfor these optional modules are not included.

City of Cupertino, CA

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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 responsibilitywill includedocumenting, coordinatingandmanagingtheoverallImplementationPlan 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
aproject review (kickoff) meeting at Customer' s location progress statusmeeting(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 supportserviceshavebeenallocatedfor this project. Excessservicesrequestedshallbe billed at the Daily Rate. Avoiding or minimizing customor modified featureswill aid in keepingthe supportcoststo 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) Customertrainingand/or assistancein testing; for eachpackageof LicensedStandardSoftware; 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 acrosscustomer 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 basesoftware reporting package, through Business Analytics, Dashboards or agreed -to customized Datamart Reporting, Effective deployment of agreed -to solutions, employing the work flow and businessprocess configurations to support improved decisiion-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 determinedby mutualagreementof the CustomerandNew World projectmanagers, for anyof the following activities:

Summary Findings
Updated Summary Level Roadmap
Change Management Recommendations : Document ( CMRD)
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Exhibit B / PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORTSERVICES Theprojectmanagement, implementationandtraining supportservicesprovidedby New World maybeperformed at Customer' s premises and/or at New World national headquarters in Troy, Michigan ( e.g., portions of project managementare performed in Troy).

3. Interface Installation Service
New World shallprovide interfaceinstallationservicesasdescribedin this paragraphbelow. Theseservicesdo not includehardwareand/orthirdpartyproductcostswhichshallbeCustomer'sresponsibility, if required. Whenever possible, theseserviceswill be done remotely, resulting, in savingsin Travel Expensesand Time. If on- site installationandtrainingis required, Customerwill beresponsiblefor theactualTravelExpensesandTime. The services include the following interfaces.
a) PaymentProcessingInterface: includes1PositivePayandACH/DirectDepositTransmittalExport, 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 includehardwareand/or third partyproductcostswhich shallbe Customer's responsibility, if required.

Wheneverpossible, theseserviceswill beprovidedremotely, resultingin savingsin travel expensesandtime. If on- site installation is required, Customer will be responsible fbr 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) TuneSystemPerformanceIncludingOperatingSystemandSQLResources TestHigh Availability/DisasterRecoveryScenarios (if applicable) Provide Basic System Administrator Training and Knowledge Transfer Document Installation Process and System Configuration
City of Cupertino, CA

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Exhibit B / PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORTSERVICES

5. Additional Services Available
OtherNewWorld servicesmayberequiredor requestedfor thefollowing:
a) additional software training;
b) tailoringof LicensedStandardSoftwareby NewWorld technicalstaffand/or consultationwith 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.

Customermay requesttheseadditionalservicesin writing usingNew World's RequestFor Service (RFS) procedure (or otherappropriateproceduresmutuallyagreeduponby CustomerandNewWorld andwill be provided at the Daily Rate).

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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) beginningon the delivery of Licensed Standard Software (" Start Date") and endingon the samecalendardateat the conclusionof 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, includingnewreleases, to theLicensedStandardSoftware (prior releasesof Licensed Standard Software application packages are supported no longer than nine ( 9) months after a new release is announced by New World);
b) temporaryfixesto LicensedStandardSoftware (seeparagraph6 below); c) revisions to Licensed Documentation;
d) reasonabletelephone 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 ithem) 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. Billin
Maintenance costs will be billed annually.

City of Cupertino, CA

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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. CostsforthemaintenancefortheadditionalsoftwarewillbebilledtoCustomeronaproratabasisforthe remainder of the maintenance year and on a full year basis thereafter.

6. Requests for Software Correction on Licensed Standard Software At anytimeduringtheSSMAterm, if CustomerbelievesthattheLicensedStandardSoftwaredoesnotconformto thewarrantiesprovidedunderthis Agreement, Customer :mustnotify New World in writing thatthereis a claimed defectandspecifywhichfeatureand/orreportit believestobedefective. Beforeanynoticeissentto NewWorld, it must be reviewed and approved by the Customer Liaison. Documented examples of the claimed defect must 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- warrantyrequestis handledasabillable RequestFor Service (RFS) providedattheDaily Rate.

The no -charge software correction service doesnot 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 useor operations error causesincorrect 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 agreesto 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 comparablerangeof services, New World agreesthat the increasein the annualmaintenancecostfor years6 through 10 shall not exceed 5% per year over the prior year.

8. Non - Funding Provision
AssumingallExhibitA andBproductsandserviceshavebeenpaidfor, andafteryeartwooftheSSMAhasbeen 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; provided, however, the Customer shallhavegivenNew World ninety (90) dayswritten noticeprior to the anniversarydatethattheyareexercisingthe non -fundingprovision, andfurtherprovidedthatanyotherpaymentsduetoNewWorldarefullypaid, andfurther provided that New World' s obligations and services under this SSMA shall also be terminated. Without Customer's fulfillment of the aboveprovisions, Customer's obligation to pay New World the annual SSMA payments remains in effect through the expiration date of this SSMA Agreement.

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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 accessto 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 (. ode; 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 arid/ 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 anypurposeotherthanprocessingtherecordsoftheCustomeridentifiedaboveaspermittedintheCustomer'sStandard Software License and Services Agreement with New World.

3. The undersignedagree(s) that this Agreement may be enforcedby 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:

By:

Title:

Date:

Individual:

By:

Title:

Date:

Accepted and Approved by New World Systems Corp.

By:

Title:

Date:

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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 anytypeof marketingandadvertisingcampaignfor oronbehalfof NewWorld. Demonstrationswill notinclude 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. Hostingsitevisits shallbeat Customer'sdiscretion.

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EXHIBIT F

DATA FILE CONVERSION ASSISTANCE
New World will provideconversionassistanceto Customer to helpconvertthe existingdatafiles specifiedbelow.

If additionalfiles areidentifiedafterthecontractexecution, estimateswill beprovidedto Customer prior to New World beginningwork onthosenewly identifiedfiles.

1. General
a) This conversion effort includes data coming from one unique data source, not multiple sources. b) Nodatacleansing, consolidationof records, oreditingof datawill bepartofthedataconversion effort. Datacleansing, removalof duplicaterecords, andeditingmusttakeplaceby 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 beginningdevelopmentworkonthedataconversion. NoconversionprogrammingbyNew 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 analysistripandaseparatedataconversiontestingtripto Customer'slocation. Theconversion testingtripforeachapplicationisabillablesupporttrip, usingstandardExhibitBdailybillable rates, which is scheduled in conjunction with the delivery of the converted data to the Customer. d) NewWorld will providetheCustomer upto 3 testsetsof the converteddata. 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 sevenyearsof historicdatawill becorivertedby New World.

3. Customer Responsibilities
a) Customer will provide data in standardconversion 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 - formatdelimitedtext file. Dataanddatabaseswill betransferredusingtheNew World ftp site. c) Customer understandsthat files or tables containing lessthan 500 records or table entries will not be converted.
d) As providedin theprojectplanfor conversions, Customer will providea dedicatedresourcein each application areato 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 understandsthatthoroughandtimely testingof theconverteddataby Customerpersonnelis a keypartof a successfuldataconversion.
e) Customeragreesto promptlyreviewconversiondeliveriesandsignoffon boththeconversion design document and on the final conversion after the appropriate review. Applying the converted data to the production ( Live) environment will. constitute conversion acceptanceby 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: datato New World' s standardconversion record layoutattheDailyRate. TheCustomermustprovidecompletefile andfielddefinitionsfor New World to map the data.

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Exhibit F / DATA FILE CONVERSION ASSISTANCE
Only onedatasourcefor eachof the following files to beconverted:

Financial
Vendor Information ( includes PO and AP)
Asset Management ( Fixed Assets)
General Ledger/ Budget History
Payroll
Employee, Detailed Earnings History, Position Master
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EXHIBIT G
Intentionally Left Blank
City of Cupertino, CA

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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 Responseto Customer' s RFP Questionnaire will be provided to Customer through currently existing Exhibit A software capabilities, Customer's useof 3` d
Party
software, customprogrammingprovidedby NewWorld arid/or futureenhancementsto Exhibit A softwareprovided under Exhibit C. Items that arequalified, or codedasrequiring 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 Responseto 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 rneet a software specification, then that specification shall notapplyin anyacceptancetestand/or to fulfill the abovecriteria.

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APPENDIX 1

STATEMENT OF WORK
Placeholder for Statement of Work
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New Wbrld Systems'
ThePublic SectorSoftware Compa?ay
City of Cupertino
California
Statement of Work
Prepared by:

New World Systems
888 West Big Beaver Road, Suite 600
Troy, Michigan 48084
Phone: ( 2413) 269- 1000
www. newworl( dsystems. com
May 22, 2014

CITY OF CUPERTINO, CA
Document C'Dntrol Sheet
General Information

STATEMENT OF WORK
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 Approval
Name Title and Organization
a
Signature Approval Date
Chan a History
Date Change Description
e
Approved By
0 New World Si stems'
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Table of Contents

STATEMENT OF WORK
Page
STATEMENTOF PURPOSE........................................................................................................................................ 1 GENERALASSUMPTIONS......................................................................................................................................... 2 NEWWORLD AND CUSTOMER STAFF..................................................................................................................... 3 NEW WORLD SYSTEMS PROJECT METHODOLOGY OVERVIEW................................................................................ 5 PHASE: INITIATION........................................................................................................................................................ 8 Step1: 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 Step4: Standard Solution Build........................................................................................................................... 27 Step5: Functional Review.................................................................................................................................... 30 Step6: Finalize Configuration.............................................................................................................................. 32 PHASE: TRANSITION................................................................................................................................................... 35 Step7: Conduct User Training............................................................................................................................ 36 Step8: Conduct Go - Live ...................................................................................................................................... 37 Step 9: Implement Post Go -Live Deliverables...................................................................................................... 39 PHASE: CLOSING........................................................................................................................................................ 42 Step10: Project Closure Activities...................................................................................................................... 43 ATTACHMENTS....................................................................................................................................................... 44 PreliminaryProject Plan..................................................................................................................................... 44 Page iii
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CITY OF CUPERTINO, CA STATEMENT OF WORK

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.

RINew World Systems'

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GENERAL ASSUMPTIONS
This Statementof 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 performedon businessdaysduringCustomer'snormalbusinesshours, exceptwhenbothparties 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 Statementof Work will be considered a changeto this project and willl 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, especiallyafterNew World gainsa morecompleteunderstandingof 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 - causeddelay, in which casethetime for performanceshallbeextended. 13 New World Systems'

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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 ensurethe 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 implernentation and PMI - certified project leader. The ProjectManagermayprovidesomeof theinitial setupandtrainingandwill alsobeatechnical 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 assignedasongoing consulting resourcesfor the Implementation. Our consulting resourcesprovide 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 resourcesto 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.

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CUSTOMER EXECUTIVE SPONSORS
TBD, Customer Senior Manager

STATEMENT OF WORK
TBD will be the primary senior management contact for New World. He/Shewill be responsible for senior management communications regarding the overall relationship, contractual matters, gaining approvals from funding sourceswhen necessary, overseeing Customer project governanceand will coordinate any senior managementactivities of Customer' s staff in fulfilling the Customer' s responsibilities within this SOW and the Agreement.

TBD, Customer Project Manager
TBD will betheprimarycontactfor NewWorld. He/Shewill beresponsiblefor communication with the Customer regarding, project progress, issuesand/or changesand 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 proceduresfor New World' s Licensed Standard Software.

Ilk
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CITY OF CUPERTINO, CA STATEMENT OF WORK

NEW WORLD SYSTEMSPROJECTMETHODOLOGYOVERVIEW
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 project successfully.

Sinceits inception, New World hassuccessfullycompletedthousandsof customerprojectsanddeveloped 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 Ne' N 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 requirementsin order to considerthe stepcomplete (outputsare oftenthe 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.

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CITY OF CUPERTINO, CA STATEMENT OF WORK
New World Systems Project ImplemE.ntation Methodology
Initiation Planning Construction Transition Closing
START q
10 Standard : iolution
Build
10 10 Project Closure
Activities
Conduct User
Trainingz
Acct Mgmt.,
Planning Meeting
1 Conduct Start- up
Activities 6
Functional Review 8 Stop
Conduct Go - Live
3 CompletJeand
Approve
Pla
6 Finalize
Configuration
9 Implement Post
Go - Live
Deliverables
LEGEND Step
1 Task Includes Customer ` Requires Authorized
Executive Review Meetings 1-/ Customer Signoff
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 embeddedin the Project Scheduletemplate (mpp), which is used in conjunction with this methodology.

M
New World Systems'

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CITY OF CUPERTINO, CA STATEMENT OF WORK
New World Systems Project Implementation Methodology
Initiation Planning Construction Transition Closing
START 7 102
Acct Mgmt.,
PlanningMeeting g
I
EStandardsolution
ild
Conduct User
Training
Project Closure
Activities
Stop
1 Conduct Start- up
Activities
8 Conduct Go - Live
4A. Technical
System Setup2A. Conduct
Account
Management
Planning
Meeting
1A. Project
Initiation
4B. Conduct
Geo - File Setup
Training
when
applicable)
8A. Execute
Go - Live
2B. Conduct
Application
Validation Set
Workshop1 B. Perform
Intemal
Turnover
2C. Perform 4C. Implement
1C. Conduct Data Standard
Start- up Conversion Inteifaces
Activities Analysis ( when
Meeting applicable)
9 1D. Supporting
Conference
Calls 3
5 Functional Review
Implement Post
Go - Live
Deliverables
Complete and
Approve Project
Plan
7 9A. Build Data
Conversions
6 9B. Provide
Customer
Agreement
Custom
3A. Draft the
Project Plan
Finalize
Configuration
r
Deliverables

38. Finalize the
Project Plan 6A. Conduct
System Admin
Application
Training
9C. Perform
Data
Conversions
r3C. Review and
Approve the
Project Plan

68. Apply
Protect
Configuration
Plan and
Implement
3D. Prepare Interlaces
r
Intemal Team
6C. G•rLive
Prepzration
Task! Task Includes Customer 1 Requires Authorized
LEGEND Step Deliverable [ Executive Review Meetings ' Customer Signoff IN
New World Systems'

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PHASE: Initiation
Purpose: Engage project management, establish initial communication channels and begin planning.

Description of Phase: The Initiation Phaseconsists 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 team includes Executive Sponsorship, Senior Program leadership, Program Office Management (PMO) governance, Project Management and Delivery Center specialists. In this Phase, this Op(, -rationsteam establishesa foundationfor 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
Initiation Planning Construction Transition Closing
START 4
Standard Solution
Build
t0
Project Closure
Activities
7 Conduct User
Training2
Acct Mgmt.,
Planning Meeting
1 Conduct Start- up
Conduct
8 Go - Live
Activities 5
Functional Review Stop
6Project7
9 6
Finali: ce
Configuration
Implement Post
Go - Live
Deliverables
Task Includes Customer, Requires Authorized
LEGEND Step
I
Executive Review Meetings ,= Customer Signoff

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CITY OF CUPERTINO, CA
Step 1: Conduct Start- up Activities

STATEMENT OF WORK
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 andthe PMO is responsiblefor initiating the project at New World andestablishingthe frameworkfor 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

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B. Perform Internal Turnover

STATEMENT OF WORK
Overview: The assigned New World Project Manager will coordinate and facilitate an internal turnover meeting with key staff members associatedwith 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 employ:

1. Prior to the meeting,
a. PMO createsthe Customer Agreement AssessmentReport. 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 observaf ons requiring further discussion

3. Attend meeting and discuss agenda items

4. Document and follow up on any items requiring their attention

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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)

STATEMENT OF WORK
Outputs ( completion criteria):

1. Tracking systemupdated with entries (cases) for Customer \contract deliverables

2. First iteration of the Project Schedule, Project. ] Management Plan and Project Binder

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C. Conduct Start- up Activities Meeting

STATEMENT OF WORK
Overview: The Project Manager will facilitate a meeting with the Customer. The objectives for this meeting are:

I . 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. StandardMeeting 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

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D. Supporting Conference Calls

STATEMENT OF WORK
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 ensurethe Customer understandswhat information is neededfor the System Assurance processto be successful and to establish an agreedupon 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: Customerleadershipandtechnicalresourcesparticipatein conferencecall(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, issuesidentified)

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

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Purpose: Create and approve the Project Management Plan.

STATEMENT OF WORK
PHASE: Plann
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. of
New World Systems Project ImplemE!ntation Methodology
Initiation Planning Construction Transition Closing
START 4 Conduct User 10
p Standard ; olution
Training Project Closure
Acct Mgmt., Build Activities
Planning Meeting
1 Conduct Start- up
Activities 5
Functional F:evlaw a Stop
Conduct Go - Live
3 Complete and
Approve
Project7
Plan
96 Finalize
Implement. Post
Configura lion
Go - Live
Deliverables ,
LEGEND Step
Task Includes Customer Requires Authorized
Executive Review Meetings Customer Signoff

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Step 2: On -Site Account Management Planning Meeting

STATEMENT OF WORK
Planning Phase: Step 2 - Acclt Mgmt Planning Meeting
B. Conduct Application
Validation Set Workshop
A. Conduct Account
Management Planning Meeting
C. Perform Data Conversion
Analysis ( when applicable)
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 establiish 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 discussionsrelated 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

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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 defineimplementationtiming (e.g., go -live vs. post go - live).

9. Conduct Executive Sponsorship meeting
Once compiled, documents will be provided to the Customer for review.

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Customer Responsibilities: The Customer is responsible for:

STATEMENT OF WORK

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 necessarytechnical specifications on interfaces

6. Providing complete user stories for custom enhancements

7. Providing liaison support with agenciesand 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 necessaryto complete technical surveys

10. Reviewing all documentation compiled through this process, including the Requirements Document(s) submittedby New World andidentify specificissuesin writing Inputs ( prerequisites):

1. Customer Agreement

2. Meeting Agenda / Pre -Trip Report

3. Presentation template

4. ResourceManagement 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)

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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 M
New World Systems'

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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 necessaryto 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 validaidon 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)

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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 DataConversion/Migration Plan. This processwill 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 sourcesto be converted, data sources to be migrated, databasetypes, 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 representativesampleof the data to be convertedon 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

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Step 3: Complete and Approve Project Plan
Planning Phase. Step 3 - Complete and Approve Project Plan Review and
A. Draft the Project B. Finalize the
C.

D. Prepare Internal
Plan Project Plan
Approve the Project
Team
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

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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
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B. Finalize Project Plan

STATEMENT OF WORK
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 deadlinesrequired 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 becausethese 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 N, aw 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

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C. Review and Approve Project Plan
Overview: The objective of this task is to approve the Project Plan based upon the activities and work processesdiscoveredduring the Planning Phase. The resulting documentdefinesthe specific project tasks, timelines for completion and ownership of eachactivity 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. Signoff onfinal iterationof thePlanby CustomerProjectManagerandExecutiveManager 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

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D. Prepare Internal Team

STATEMENT OF WORK
Overview: During this portion of the implementation, the ProjectManagermeetswith 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 themeeting, theProjectManagerwill reviewtheProjectPlanandsupporting (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 sollution

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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 during 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 ImplemE., ntation Methodology Initiation Planning Construction Transition Closing
START 4
Standard f> olution
Build
10 10 Project Closure
Activities
Conduct User
Training2
Acct Mgmt.,
Planning Meeting
1 Conduct Start- up
Activities 5
Functional Review Stop
3 Complete and
Approve Project
Plan
TDalle
r
6 Finalize
Configunition
FI
1 Task Includes Customer :'\ Requires Authorized
LEGEND Step ,
I
Executive Review Meetings 1 Customer Signoff
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, Step9, 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).

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Step 4: Standard Solution Build

STATEMENT OF WORK
A. Technical System Setup
Overview: During this step, New World validates and finalizes the Customer' s hardware configuration, software requirements and implementation. The resuh 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 databaseusing; 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

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Customer responsibilities:

1. Provide Customer technology staff to assistNew 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

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B. Implement Standard Interfaces

STATEMENT OF WORK
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

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Step 5: Functional Review

STATEMENT OF WORK
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 acceptanceof 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. Overviewof thevariousCustomerwork proc<sssesandthefunctionalrelationshipto thesoftware

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 relatersto 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.

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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

STATEMENT OF WORK

7. Store project artifacts and update statusof project on Project Management Portal

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Step 6: Finalize Configuration

STATEMENT OF WORK
Construction Phase: Steffi 6 - Finalize Configuration
A. Conduct System Admin B. Apply Project Configuration C. Go - Live Application Training Plan and Implement Interfaces Preparation A. Conduct SystemAdmin Application Training
Overview: Duringthisevent, NewWorldwill conductSystemAdministrationApplicationTrainingfor designatedCustomerSMEpersonnelto acquiretheknowledgenecessaryto finalizethesoftwaresolution configuration and maintain the various modules included in the Customer Agreement. ( There will be a minimum of one session per each major module.)
Decisionsregardingtheconfigurationof theNew World applicationaremadein theConstructionPhase, Step5, FunctionalReview, andareappliedduringthisStep.

New World responsibilities:

1. Provideup-to-dateusermanualsto workshopparticipants

2. InstructCustomerpersonnel, including the systemadministrator, on configurationof thevarious contracted modules
Customer responsibilities:

1. Conveneworkshopteamof SMEsfor this training

2. Attendandparticipatein theSystemAdminApplicationTraining Inputs ( prerequisites):

1. Pre -Trip Report

2. Training material

3. Project Configuration Plan

4. Trainingroomwith computersrunningNew World application Outputs ( completion criteria):

1. Post -Trip Report

2. Updated Project Plan

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B. Apply Project Configuration Plan and Implement Interfaces

STATEMENT OF WORK
Overview: Duringthisevent, theCustomerusestheProjectConfigurationPlancreatedduringthe FunctionalReview, as the requirementsfor any modification to the standardapplicationconfiguration.

The results of this effort are configured applications.

New World will implementanyremainingstandardinterfaces.

In addition, NewWorldwill createandimplementanycustominterfacesthatmustbein placeto bring theapplicationsinto a live productionenvironment.. DataConversionactivitymayalsobe addressed dependentupontheProjectPlandevelopedandagreeduponin thePlanningphase).

NewWorld responsibilities: ProvidesupportfortheCustomerSMEteamthatisapplyingconfiguration changes. Implement the interfaces in the test environment that are required for the live environment.

Customer responsibilities:

1. Apply configuration changesas defined in the Project Configuration Plan

2. Provide Customer technology staff to addressthe 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 statusof project on Project Management Portal

4. Configured applications, including applicable ;interfaces, data conversion

5. Updated Project Configuration Plan

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CITY OF CUPERTINO, CA
C. Go - Live Preparation

STATEMENT OF WORK
Overview: Reviewtheoverallprojectstatusto ensurethatall requirementsfor a go -live eventhavebeen completed and the go -live event can occur with minimal disruption or risk. Document all related issues and concernsandjointly agree, in writing, to move forward with training and transition to the live environment.

New World responsibilities: During this process, the New World Project Manageror Application Specialistwill reviewthesystemwiththeCustomerto ensurethateachapplicationis functioningas expected.

In addition, they will review the ProjectManagementPlan with the Customerto ensureall applicable issues and action items have been addressed.

Customer responsibilities: With the New World representative, the Customer will demonstrate the systemis setup andconfiguredas designed. Worlcwith ProjectManagerto identifyanyissuesor concernsandjointly agree, in writing, to move forwardwith training and transitionto 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

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CITY OF CUPERTINO, CA STATEMENT OF WORK
PHASE: Transition
Purpose: Train users, perform data conversion, executego -live, completepost -go -live activities and finalize Customer application customizations.

Descriptionof Phase: TheTransitionPhaseconsistsof threesteps. DuringthisPhase,.NewWorldand Customerprojectteamsreviewthe system, verify andvalidatereadinessfor go -live, train users, cut over from legacy systemsand complete post go -live requirements.

NewWorldSystemsProjectImplementationMethodology
Initiation Planning Construction Transition Closing
START 4
Standard Solution
Build
7 Conduct User
Training
10 Project Closure
Activities
2 Acct Mgmt.,
Planning Meeting
1 Conduct Start- up
Activities
5 Functional Ruview Stop
Conduct
8 Go - Live
3 Complete and
Approve Project
Plan
6 Finalize
Configuration
9 Implement Post
Go - Live
Deliverables
LEGEND Step
I
Task Includes Customer Requires Authorized
Executive Review Meetings r Customer Signoff

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CITY OF CUPERTINO, CA
Step 7: Conduct User Training

STATEMENT OF WORK
Overview: NewWorld' sApplication Specialist(s) provideusertrainingto Customerstaff.

NewWorld responsibilities: NewWorld's ApplicationSpecialistwill provideon-sitetrainingservices to assignedCustomer staff. Training options include:

Train - the -Trainer Training ( TTT)
This trainingconsistsof a New WorldApplicationSpecialistprovidingvery detailedon-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 certifytheyhavethe knowledgebaseto successfullytrain othermembers. This trainingalso includes problem solving techniques to ensurean effortless transition with minimal interruptions duringtheirtrainingsessions. Additionally, stiadentsareprovidedtrainingtechniquesanddetailed lesson plans on their specific modules.

User Training
If a Train -the -Trainer approach is not preferred, New World can provide Customer -defined User Trainingcourses. Thistrainingconsistsof aNewWorldApplicationSpecialistprovidinganon- site training course specific to a user' s job assignment. Each course consists of Customer - defined softwareclassesneededto be proficient in their areasof responsibilityutilizing the New World software.

Customer responsibilities: Assign and scheduleappropriatestaff to attendtraining sessions. Provide and schedulenecessaryfacilities for training sessions. Confirm staff participationin 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

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CITY OF CUPERTINO, CA
Step 8: Conduct Go -Live
A. Execute Go - Live

STATEMENT OF WORK
Transition Phase: Step 8 - Conduct Go - Live
A. Execute Go - Live
Overview: With assistancefromNewWorld, Customergoeslive onmodulesandinterfacesidentifiedin the Customer Agreement and as documented in the Project Plan.

New World responsibilities:

1. New World assistancefor all applicationsgoinglive

LOGOS APPLICATIONS
Financial Management
Human Resources/ Payroll

2. NewWorld assistsCustomerin preparingproductionserverfor go -live a. Run SQL go -live script
b. Set counters
c. Other maintenance tasks

3. Providefinalupdates, whenapplicable, tothe :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. Customergoeslive with appropriateapplicationsidentifiedin theCustomerAgreement

2. ProvideSMEteammemberstoassistwithgo -liveforeachof theapplicationsgoingliveasfirst line support
Inputs ( prerequisites):

1. Pre -Trip Report
MI

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CITY OF CUPERTINO, CA

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
New World Svstenzs'

STATEMENT OF WORK

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Proprietary and Confidential

CITY OF CUPERTINO, CA
Step 9: Implement Post Go -Live Deliverables

STATEMENT OF WORK
Transition Phase: Step 9 — Implement Post Go -Live Deliverables A. Build Data Conversions C. Perform Data Conversion
Note: Some of this activity
B. Provide Customer Agreement Custom Celiverables may be completed in the Construction Phase prior
to Go - Live.

A. Build Data Conversions
Overview: New World will providetheCustomerrequesteddataconversionasdescribedin theCustomer Agreement. Dependingonthedecisionsmadeinthe :PlanningPhase, thedataconversionprocessesmay bealignedwith thego -live schedule, which meansthi,, eventwould thenbeincludedin theinitial solution build ( Step 5).

New World responsibilities:

1. NewWorldwill providethedataconversionprogramsto convertCustomer's legacydatato 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. Asprovidedin theapprovedProjectPlan, NewWorldwill scheduleaconversionanalysistrip andaseparatedataconversiontesttrip to Customer'slocation. Theconversiontesttripispartof delivering the conversion programs to Custon.ier.

4. New World will provideCustomerwith a DataConversionMigration Planfor signoff prior to startingdevelopmentof dataconversionprograms. No conversionprogrammingbyNewWorld will commence until Customer signs this document.

Customer responsibilities:

1. Data files from Customer's current databaseare included in this conversion. Customerwill provide a list of discrete data files with descriptions of fields or data elements in each file.

2. Supply datato be converted.

3. A datadictionary (datadescriptors) containingall dataelementsmustbeprovidedto 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 areato focuson conversionmappingandtestingtasks. Responsibilitiesincludededicatinga 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.

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CITY OF CUPERTINO, CA STATEMENT OF WORK

5. DataConversiontesting. Customerunderstandsthatthoroughandtimelytestingof converted databy Customer's SMEsis akeypart of a successfuldataconversion.

6. Customeragreesto promptly review andsignoff on thedataconversionsafterthe final testrun is completed.

Inputs ( prerequisites):

1. Approved Data Conversion/ Migration Plan
Data to be converted
Outputs ( completion criteria):

1. Completed data conversion programs

2. Conversion test sign - off

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New World, S1slea?S' Proprietary and Confidential

CITY OF CUPERTINO, CA
B. Perform Data Conversion

STATEMENT OF WORK
Overview: Using the establishedguidelinesfrom the contract, executethe dataconversionto migrate datafromlegacysystemsto theNewWorldapplication. Dependingon ProjectPlanrequirements, this conversion can be completed in one or two phasesasDartof pre -live, live or post -live operations.

New World responsibilities:

1. FollowestablishedDataConversion/MigrationPlan; theplanwill identifydatasourcesto be converted, datasourcesto bemigrated, thedatabasetype, databasedesignandanydetecteddata mapping issues or exceptions

2. ExecuteDataConversionasoutlinedin theProjectPlantoensurelegacydatacanbeaccessedon production systems as confirmed through previous conversion tasks.

Customer responsibilities:

1. Provide New World with accessto production server and window of downtime required to execute conversion

2. Analyze data and document any discrepancies or concerns with data conversion

3. Providededicatedinternalcontactfor supportandassistancewith dataconversionoperations 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)

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CITY OF CUPERTINO, CA STATEMENT OF WORK
PHASE: Closing
Purpose: Reviewtheproject, approveclosure, disengageprojectmanagementandtransitionCustomerto the Account Management Team.

Descriptionof Phase: TheClosingPhaseconsistsof onestep. DuringthisPhase, theNewWorldProject Managerreviewstheprojectwith ExecutiveManagement, closesoutall remainingdocumentationtasks anddisengagesfromtheproject. TheAccountManagementTeamassumesallresponsibilitiesforongoing support of the system and Customer.

VIA
NewWorld Systems Project ImplementationMethodology
Initiation Planning Construction Transition Closing
START 4
7 y Standard Solution
Conduct User
Training
10 Project Closure
Acct M mt., 9 Build Activities
Planning Meeting
1 Conduct Start-up
Activities
5 Functional Review 8
Stop
Conduct Go - Live
3 Complete and
Approve
Project7
Plan
96 Finalize Implement Post
Configuration Go - Live
Deliverables
LEGEND Step
I
Task Includes Customer
1P Requires Authorized
Executive Review Meetings V Customer Signoff

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CITY OF CUPERTINO, CA STATEMENT OF WORK
Step 10: Project Closure Activities
Transition to Account Management
Overview: At theconclusionof theproject, theNewWorldapplicationsarefully live andfunctionalin theCustomer's environmentwith all requiredcomponentsdeliveredandoperational. Duringthisevent, 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.

Manyof theseindividualswill havebeenpart of theproject, so this transitionshouldbe relatively seamless.

Project closurewill also be finalized with the Customer, ensuringthe Customerand the New World Customer Support team members are aware of the overall deployment of the New World implementation and that all questions have beenaddressedand exceptions are incorporated into the sign -off document.

New World responsibilities:

1. TheNew World ProjectManagerwill coordinatea meeting, eithervia teleconferenceor 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. Provideappropriatepersonnelfor thesupportturnovermeeting

2. Providealocationwithaconferencephoneforthesupportturnovermeeting

3. Project Closure sign - off
Inputs ( prerequisites):

1. Agenda

2. Schedulethe meeting

3. Project Closure sign - off template
Outputs ( completion criteria):

1. Account Management engaged to support the Customer

2. Project Closure sign - off

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New World Sjlster 2S Proprietary and Confidential

CITY OF CUPERTINO, CA
Preliminary Project Plan

STATEMENT OF WORK
Placeholder for Preliminary Project Plan
Attachments

Page 44 ends

New World Systems" Proprietary and Confidential
City of Cupertino, California
Preliminary Gantt Chart
ID Task Name Duration Start Finish 2nd Quarter
Apr May Jun
3rd Quarter 4thQuarter I 1stQuarter 2ndQuarterI 3rdQuar Jul Aug Sep Oct Nov Dec Jan Feb .Mar Apr May_ Jun Jul Aug 1 2
City of Cupertino, California 286 days 5/ 26/ 14
Executive Summary Project Plan -' Major Milestones 286 days 5/ 26/ 14 Contract Signed 0 da s 5/ 26/ 14Y
Initiation Phase 2 days 5/ 27/ 14
1- Conduct Start- up Activities 2 days 5/ 27/ 14
Conduct Internal Turnover Meeting 1 day 5/ 27/ 14
Conduct Initial CustomerProjectStart-up PhoneCall1 day 5/ 28/ 14 Initiate Project Management Workbook 1 day 5/ 28/ 14
Initiate Summary Implementation Plan 1 day 5/ 28/ 14
SteP1 CoComlete 0 da Ys 5 28 14
Planning Phase 13 days 6/ 12/ 14
2 - Account Management Planning Meeting 1. 5 days 6/ 12/ 14 Conduct Account Management PlanningMeeting 1 da 6 12/ 14B . _.__.... Y .... _... ...

Conduct Project Kickoff 0. 5 days 6/ 13_/ 1.4
Step 2 Complete 0 days 6/ 12/ 14
3 Complete and Approve Project Plan 12 days 6/ 13/ 14
Confirm_ HR/Payroll State Reporting Requirements 2 days 6/ 13/ 14 Finalize Summary Implementation Plan 3 days 6/ 17/ 14
o...•... w m_
vjw• .
cvicvr rccu n6 t uay 6( 20/ 14
Project Plan Approval - Pp oval 1 day . 6/ 30/ 14
Step 3 complete 0 days 6/ 30/ 14
SignOff Initiation / PlanningPhase 0 days 6/ 30/ 14
Construction Phase 32. 25 days 5/ 29/ 14
Y / / 4 - Standard Solution Build 22. 75 days 5 29 14
Standard System Assurance 22 25 days 5/ ...........

Decision Support Software Installation 22. 5 days 5/ 29/ 14 eSuite - _ 22. 25 days 5/ 29/ 14
Step4 Complete dam 0 s _ P.._.._.. 0 Y-. .. . 6/ 30/ 14 5 - Functional Review 5 days 7/ 8/ 14
Build Trip 1- < Chart of Accounts, Security, 5 days 7/ 8/ 14 Workflow>
Financial Management 186. 5 days 7/ 7/ 14
Construction Phase 128 days 7/ 15/ 14
5 - Functional Review 15 days 7/ 15/ 14
Configuration / Functional Review Trip - FM 5 days 7/ 15/ 14 Identify modules to cover>
Configuration / Functional Review Trip - FM 5 days 7/ 22/ 14 Identify modules to cover>
Configuration / Functional Review Trip - FM 5 days 7/ 29/ 14 Identify modules to cover>
7/ 8/ 15
7/ 8/ 1

1..
5 5/ 26/ 14
5/ 28/ 14
5/ 28/ 14
5/ 27/ .. .....
5/ 28/ 14
5/ 28/ 14
5/ 28/ 14
5 28/ 28/ 1414 ..
6/ 30/ 14
6/ 13/ 14
6/ 12/ 14
6/ 13/ 14
6/ 12/ 14
6/ 30/ 14
6/ 16/ 14
6/ 19/ 14
6/ 20/ 14
6/ 30/ 14
6/ 30/ 14
6/ 30/ 14
7/ 15/ 14
6/ 30/ 14
6/ 30/ 14
6/ 30/ 14
6/ 30/ 14
7/ 15/ 14
7/ 15/ 14
3/ 31/ 15
1/ 15/ 15
8/ 5/ 14
7/ 22/ 14
7/ 29/ 14
8/ 5/ 14
QV
i
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1 I
0 I
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fl
I I
II
41 Q
I
49 50
51 52
53 54
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59 60
61 62
63 64
Cr
66 67
68 69
70 71
77 81
84 85
86 87
88 89
90 91
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Page 1 ends

City of Cupertino, California
Preliminary Gantt Chart
ID Task Name Duration Start Finish 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Qua Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May tun Jul Aug 93 Step 5 Complete - FM 0 days
6 - Finalize Configuration 113 days
DecisionSupport Software - Conversion Testing 1 day
Finance Business Analytics Training - 1 day
C. ...

Application Testing & Complete Build Tasks 108, days
Complete Build Tasks - FM
p
15 days
Standard Interfaces Construction Complete - 0 days
FM
Application Testing - FM 15 days
Deliver and Implement Go Live Deliverables 0 days
Go Live Required Custom Forms Construction 0 days
Complete - FM
Go - Live Readiness Assessment - FM 5 days
Step 6 Complete - FM 0 days
Agreement to Go Live - FM 0 days
Transition Phase 186. 5 days
7 - Conduct User Training 134 days
Customer Delivers EUT 133 days
c., n. 1 R— loetinn 5
End User Training - Annual Budgeting 5 days
Financial Management 30 days
End User Training ( Base) FM 5 days
End User Training ( Additional Modules) - 5 days
F ' M
Post Go Live Training Plan Refinement 1 day
Assess areas that need further training - FM 0. 5 days
Schedule trainer and users - FM 0. 5 days
Step 7 Complete - FM 0 days
8 - Conduct Go Live 128 5 days_
Annual Budgeting 20. 5 days
Go Live Stage One Planning 0. 5 days
Create Go Live Plan Annual Budgeting 0. 5 days
Go Live Stage Two - Execution 5 days
Execute Go Live Plan - Annual Budgeting 1 day
New World Live Support Annual Budgeting 5 days
Financial Management 25. 5 days
Go Live Stage One Planning 0. 5 days
Create Go Live Plan - FM 0. 5 days
Go Live Stage Two Execution 5 days
Execute Go Live Plan - FM 1 day
8/ 5/ 14
8/ 5/ 14
8/ 5/ 14
8/ 5/ 14
8/....
8/ 5/ 14
12/ 16/ 14
12/ 16/ 14
8/ 5/ 14
8/ 5/ 14
1/ 8/ 15
1/ 15/ 15
1/ 15/ 15
7/ 7/ 14
7/ 22/ 14
7/ 22/ 14
7/ 22/ 14
1/ 15/ 15
1/ 15/ 15
1/ 22/ 15
1/ 29/ 15
1/ 29/ 15
1/ 29/ 15
1/ 30/ 15
7/ 7/ 14
7/ 7/ 14
7/ 7/ 14
7/ 7/ 1.
7/ 29/ 14
7/ 29/ 14
7/ 29/ 14
12/ 1/ 14
12/ 1/ 14
12/ 1/ 14
12/ 31/ 14
12/ 31/ 14
8/ 5/ 14
1/ 15/ 15
8/ 6/ 14
8/ 6/ 14
8/26/ 14
12 16/ 14
1/ 8/ 15
8/ 5/ 14
8/ 5/ 14
1/ 15/ 15
1/ 15/ 15
1/ 15/ 15
3/ 31/ 15
1/ 30/ 15
1/ 29/ 15
0/ 1,
7/ 29/ 14
1/ 29/ 15
1/ 22/ 15
1/ 29/ 15
1/ 30/ 15
1/ 29/ 15
1/ 30/ 15
1/ 30/ 15
1/ 8/ 15
8/ 5/ 14
7/ 8/ 14
8/ 5/ 14
7/ 30/ 14
8/ 5/ 14
1/ 8/ 15
12/ 2/ 14
12/ 2/ 14
1/ 8/ 1_5
1/ 2/ 15
I
I
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96 97
98 99
100
101
102
103
104
105
106
107
1 1
p j
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108
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120
121
122
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125
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128
129

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City of Cupertino, California
Preliminary Gantt Chart
ID
130
Task Name DurationStart Finish
NewNewWorld Live Support - FM 5 days 12/ 31/ 14 1/ 8/ 15 Go - Live FM 0 days 12/ 31/ 14 12/ 31/ 14
Go Live eSuite FM 0 days / 14 12/ 31/ 1412/ 31
Step 8 Complete FM 0 days 1/ 8/ 15 1/ 8/ 15
9 - Deliver and Implement Remaining Deliverables 43 days 1/ 29/ 15 3/ 31/ 15 Post GoLive Training, Support Review 43 days 1/ 29/ 15 3/ 31/ 15 Post Go Live Onsite Support FM 5 days 1/ 29/ 15 2/ 5/ 15 GASB - FM 5 days 2/ 5/ 15 2/ 12/ 15
Training & New World Live Support - GASB 5 days 2/ 5/ 15 2/ 12/ 15 Decision Support Software Training2 days 3/ 27/ 15 3/ 31/ 15 Finance Business Analytics Training 1 day 3/ 27/ 15 3/ 30/ 15 Dashboardsfor FinanceAnalytics Training 1 day 3/ 30/ 15 3/ 31/ 15 Go - Live DSS 0 days 3/ 31/ 15 3/ 31/ 15
Step 9 Complete - FM 0 days 3/ 31/ 15 3/ 31/ 15
HR/ Payroll 281. 5 days 5/ 26/ 14 7/ 2/ 15
Construction Phase 209. 5 days 5/ 26/ 14 3/ 23/ 15
5 - Functional Review 15 days 10/ 29/ 14 11/ 19/ 14
Functional Review of Software - Preparation 15 days 10/ 29/ 14

1. 11/ 19/ 14
and Meeting
rcn fi uraticn, T-:., HR ten." a` Ot^----- `-`
D _ ._ ...
b••'••" Y - c ia i c a uic, udy lU/ G7/ 14 11/ 7/ 14 Workforce Admin>
Configuration / Functional Review Trip - HR 5 days 11/ 5/ 14 11/ 12/ 14 Workforce Admin, Payroll Processing>
Configuration / Functional Review Trip - HR 5 days 11/ 12/ 14 11/ 19/ 14 Identify modules to cover>
Step 5 Complete .. 0 days 11/ 19/ 14 11/ 19/ 14
6 - Finalize Configuration 209. 5 days 5/ 26/ 14 3/ 23/ 15 DecisionSupportSoftware - Conversion Testing 1 day - 11/ 19/ 14 11/ 20/ 14 Human Resource/ Payroll Business Analytics 1 day 11/ 19/ 14 11/ 20/ 14 Training Conversion Testing
L - . .

Application Testing & Complete Build Tasks 204. 5 days 5/ 26/ 14 3/ 16/ 155 Complete Build Tasks - HR 20 days 11/ 19/ 14 12/ 18/ 14p ... . __ .... .

Standard Interfaces Construction Complete - 0 days 5/ 26/ 14 5/ 26/ 14 H.R. _..... . __...... .

Application Testing - HR 20 days 12/ 18/ 14 1/ 19/ 15
Parallel Trip 1- HR 5 days 2/ 23/ 15 3/ 2/ 15
Parallel Trip 2 -.- HR 5 days 3/ 9/ 15 3/ 16/ 15
Deliver an . . __ . _._ _. _... -- . ---
Go Live Required Custom Forms Construction 0 days 11/ 19/ 14 11/ 19/ 14 Complete - HR
Go -Live Readiness Assessment - HR 5 days 3/ 16/ 15 3/ 23/ 15 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Qua AprMayJun JullAugSepOctNovDec
j I
j
Jan Feb Mar Apr May Jun
a
i
Jul
I
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
0 i
146
p
B
147
1AA
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152
153
j
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156
I
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157
158
159
160
161
162
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City of Cupertino, California
Preliminary Gantt Chart
ID Task Name Duration Start Finish 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Quar y Jun- JuDeeApr . Mal Aug Sep Oct Nov Jan Feb- Mar Apr May Jun Jul . Aug_ 164 Step 6 Complete - HR 0 days 3/ 23/ 15 3/ 23/ 15
Agreement to Go Live 0 days 3/ 23/ 15 3/ 23/ 15
Transition Phase 77. 5 days 3/ 16/ 15 7/ 2/ 15
7 -.,Conduct User Training 15. 88 days 3/ 23/ 15 4/ 14/ 15 Customer Delivers EUT 15 days 3/ 23/ 15 4/ 13/ 15
HR/ Payroll 10 days 3/ 23/ 15 4/ 6/ 15
End User Training ( Base) - HR 5 days 3/ 23/ 15 3/ 30/ 15 End User Training ( Additional Modules) 5 days 3/ 30/ 15 4/ 6/ 15 HR
Position Budgeting 5 days 4/ 6/ 15 4/ 13/ 15
End User Training - Position Budgeting 5 days 4/ 6/ 15 4/ 13/ 15 Post Go -Live Training Plan Refinement 0. 88 days 4/ 13/ 15 4/ 14/ 15 Assess areas that need further training - HR 0. 38 days 4/ 13/ 15 4/ 13/ 15 Schedule trainer and users - HR 0. 5 days 4/ 13/ 15 4/ 14/ 15 Step 7 Complete - HR 0 days 4/ 14/ 15 4/ 14/ 15
8 - Conduct Go Live 26. 5 days 3/ 16/ 15 4/ 21/ 15
HR/ Payroll 20. 5 days 3/ 16/ 15 4/ 13/ 15
Go LiveStageOne - Planning 0. 5 days_ 3/ 16/ 15 3/ 16/ 15 Create Go Live Plan - HR 0. 5 days 3/ 16/ 15 3/ 16/ 15
i'rc oaa6c Twv- cwci. uiiV- R 50AYS 4/ O/ 1D 4/ 1. 3/ 15 Execute Go Live Plan - HR 1 day 4/ 6/ 15 4/ 7/ 15
New World Live Support - HR 5 days 4 6 15 4/ 13/ 15
Go - Live HR/ Payroll 0 days: 4/ 6/ 15 4/ 6/ 15
Go - Live eSuite - HR 0 days 4/ 6/ 15 4/ 6/ 15
Position Budgeting 26. 5 days 3/ 16/ 15 4/ 21/ 15
Live Stage One - Planning 0. 5 days 3/ 16/ 15 3/ 16/ 15 Create Go Live Plan Position Budgeting 0. 5 days 3/ 16/ 15 3/ 16/ 15 Go Live Stage Two Execution 1 day 4/ 13/ 15 4/ 14/ 15
Execute Go Live Plan - Position Budgeting 1 day 4/ 13/ 15 4/ 14/ 15 Go Live Stage Three - Controlling 5 days 4/ 14/ 15 4/ 21/ 15 New World Live Support - Position 5 days 4/ 14/ 15 4/ 21/ 15 Budgeting.. _...__.. _ ....... .

Step 8 Complete HR 0 days 4/ 21/ 15 4/ 21/ 15
9 - Deliver and Implement Remaining Deliverables 52 days 4/ 20/ 15 7/ 2/ 15 Post Go Live Training, SupportReview 52 days 4/ 20/ 15 7/ 2/ 15 Post Go' Live Onsite SupportHR 5 days 4/ 20/ 15 4/ 27/ 15 Decision Support Software Training 1 day 7/ 1/ 15 7/ 2/ 15 HumanResource/Payroll BusinessAnalytics 1 day 7/ 1/ 15 7/ 2/ 15 Training
Step 9 Complete - HR 0 days 7/ 2/ 15 7/ 2/ 15
Closing Phase 283. 5 days 5/ 26/ 14 7/ 6/ 15
I
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1 165
166
167
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187
188Go
189
190
191
192
193
194
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200
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City of Cupertino, California
Preliminary Gantt Chart
ID Task Name Duration Start Finish 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Qua Apr May Jun 1ul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug 202 10 - Transition to Account Team
Agreement to Close
Schedule Transition to Account Team Meeting
Ensure AR is current and billings are submitted for
revenue recognition, notify PMO to close project
update Project Complete date to reflect targeted
closure date and change scheduling status for
Project_ Complete task to 50- Confirmed)
Step 10 Complete
ProjectComplete
Data Conversion Sub Project Plan
Standard Interface Plan Milestones
Bank Reconciliation
Obtain Specification and Sample File from Bank
Bank Reconciliation Interface Complete and
Delivered
283. 5 days
1 day
1 day
1 day
0 days
0 days
127. 25 days
20 days
20 days
0 days
0 days
5/ 26/ 14
7/ 2/ 15
7/ 3/ 15
5/ 27/ 14
5/ 26/ 14
5/ 26/ 14
9/ 22/ 14
11/ 17/ 14
11/ 17/ 14
11/ 17/ 14
12/ 16/ 14
7/ 6/ 15
7/ 3/ 15
7/ 6/ 15
5/ 27/ 14
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Cupertino City CouncilMay 21, 2024

Cupertino City Council
May 21, 2024