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HomeMy WebLinkAbout26-073 City Data Services, LLC for Housing Grants Management Software Page 1 of 9 TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT AGREEMENT BETWEEN THE CITY OF CUPERTINO AND CITY DATA SERVICES LLC FOR SOFTWARE-AS-A-SERVICE THIS AGREEMENT (“Agreement”), by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and CITY DATA SERVICES , LLC whose address is 1200 E. Hillsdale Blvd., Ste. 11A, Foster City, CA 94404 ("Software Provider") (collectively referred to as the “Parties”). RECITALS: The following Recitals are a substantive portion of this Agreement: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California. B. Software Provider is specially trained, experienced, and competent to perform the special services which will be required by this Agreement. C. City and Software Provider desire to enter into an agreement for Software Provider’s provision of software-as-a-service (SaaS) pertaining to City’s online systems. Through this Agreement, Software Provider shall provide to City Housing Grants Management Software relating to the City’s network. The full scope of services covered by this agreement is described in the attached Exhibit A: Service Level Agreement (the “SLA”). NOW, THEREFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on the last date signed below (“Effective Date”). The term of this Agreement is 3 Years, unless the Agreement is terminated prior thereto under the provisions of Section 16, below. The City’s appropriate department head or the City Manager may extend the Term through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 2. SCOPE OF SERVICES AND CONDITIONS THEREOF Subject to the terms and conditions set forth in this Agreement, Software Provider shall perform each and every service to the schedule of performance set forth in the SLA (collectively “Services”), as described below. A. Responsibilities of Software Provider. Software Provider shall provide the software services as further described in the SLA. The Services provided under this Agreement shall include (a) any software, plug-ins, or extensions related to the Services or upon which the Services are based including any and all updates, upgrades, bug fixes, dot releases, version upgrades, or any similar changes that may be made available to the Software Provider from time to time (the “Software”), (b) Page 2 of 9 any and all technical documentation necessary or use of the Services, in hard copy form or online (the “Documentation”), (c) regular maintenance of Software Provider’s system, and (d) other technology, user interfaces, know-how, and other trade secrets, techniques, designs, inventions, data, images, text, content, APIs, and tools provided in conjunction with the Services. B. Equipment. If necessary to enable Software Provider to fulfill its obligations under the SLA, Software Provider shall, at its sole cost and expense, furnish all facilities, personnel and equipment to City necessary to provide the Services (the “Equipment”). City agrees, if necessary, to install the Equipment at the location(s) and in the manner specified by Software Provider and as directed by Software Provider. Any Equipment installed by City is a part of the Service and loaned to City by Software Provider, not sold. City agrees to return the Equipment to Software Provider at the termination of this Agreement in an undamaged condition, less ordinary wear and tear. C. Registration. Prior to using the Services, City shall identify the administrative users for its account (“Administrators”). Each Administrator will be provided an administrator ID and password. D. License Grant. Software Provider hereby grants City a license to use the Software and the Documentation for the permitted purpose of accessing the Services. E. Reservation of Rights and Data Ownership. City shall own all right, title, and interest in its data that is related to the services provided by this contract. Software Provider shall not access City user accounts or City data, except (1) as essential to fulfillment of the objectives of this Agreement, (2) in response to service or technical issues, or (3) at City’s written request. F. Data Protection. In carrying out the Services, Software Provider shall endeavor to protect the confidentiality of all confidential, non-public City data (“City Data”) as follows: 1. Implement and maintain appropriate security measures to safeguard against unauthorized access, disclosure, or theft of City Data in accordance with recognized industry practice. 2. City Data shall be encrypted at rest and in transit with controlled access. Unless otherwise stipulated, Software Provider is responsible for encryption of the City Data. 3. Software Provider shall not use any City Data collected by it in connection with the Service for any purpose other than fulfilling the obligations under this Agreement. G. Software Ownership. Software Provider owns the Services, Software, Documentation, and any underlying infrastructure provided by Service Provider in connection with this Agreement. City acknowledges and agrees that (a) the Services, any Software, and Documentation are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws, (b) Software Provider retains all right, title, and interest (including, without limitation, all patent, copyright, trade secret, and other intellectual property rights) in and to the Services, the Software, any Documentation, any other deliverables, any and all related and underlying technology and any derivative works or modifications of any of the foregoing, including, without limitation, (c) the Software and access to the Services are Page 3 of 9 licensed on a subscription basis, not sold, and City acquires no ownership or other interest in or to the Services, the Software, or the Documentation other than the license rights expressly stated herein, and (d) the Services are offered as an on-line, hosted solution, and that City has no right to obtain a copy of the Services. H. Restrictions. City agrees not to, directly or indirectly,: (i) modify, translate, copy, or create derivative works based on the Service or any element of the Software, (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein or block or disrupt any use or enjoyment of the Services by any third party, (iii) attempt to gain unauthorized access to the Services or their related systems or networks or (iv) remove or obscure any proprietary or other notice contained in the Services, including on any reports or data printed from the Services. I. Security Incident. In the event a data breach occurs with respect to City Data, Software Provider shall immediately notify the appropriate City contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident. Software Provider shall (1) cooperate with City to investigate and resolve the data breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. J. Notification of Legal Requests. Software Provider shall contact City upon receipt of any electronic discovery, litigation holds, discovery searches, and expert testimonies related to City Data. Software Provider shall not respond to subpoenas, service of process, and other legal requests related to City without first notifying City, unless prohibited by law from providing such notice. K. Access to Security Logs and Reports. Software Provider shall provide reports to City in a format as specified in the SLA agreed to by both Software Provider and City. Reports shall include latency statistics, user access, user access IP address, user access history, and security logs for all City files related to this Agreement. L. Responsibilities and Uptime Guarantee. Software Provider shall be responsible for the acquisition and operation of all hardware, software, and network support related to the services being provided. The technical and professional activities required for establishing, managing and maintaining the environments are the responsibilities of Software Provider. The system shall be available for City’s use on a 24/7/365 basis (with agreed-upon maintenance downtime). M. Subcontractor Disclosure. Software Provider shall identify all of its strategic business partners related to services provided under this Agreement, including all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with Software Provider, and who shall be involved in any application development and/or operations. N. Business Continuity and Disaster Recovery. Software Provider shall provide to City a written business continuity and disaster recovery plan prior to or at the time of execution of this agreement and shall ensure that it meets City’s recovery time objective (RTO) of four (4) hours or less. O. Compliance with Accessibility Standards. Software Provider shall comply with and adhere to the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101). Page 4 of 9 P. Web Services. Software Provider shall use Web services exclusively to interface with City Data in near real time when possible. Q. Encryption of Data at Rest. Software Provider shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2, Security Requirements for Cryptographic Modules for all personal data, unless City approves the storage of personal data on Software Provider’s portable device in order to accomplish work as defined in the statement of work. 3. COMPENSATION TO SOFTWARE PROVIDER Software Provider shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed $28,400.00. The payments specified in this section shall be the only payments to be made to Software Provider for services rendered pursuant to this Agreement. Software Provider shall invoice City according to the following schedule of milestones/deliverables: Milestone/Deliverable Total Amount FY27 Housing Grants Management Software (Access and Support July 1, 2026 – June 30, 2027) 8,300.00 FY27 Onboarding/Implementation Fee (One- time fee) 3,500.00 FY28 Housing Grants Management Software (Access and Support July 1, 2027 – June 30, 2028) 8,300.00 FY29 Housing Grants Management Software (Access and Support July 1, 2028 – June 30, 2029) 8,300.00 - 28,400.00 City shall pay Contractor within thirty (30) days after receipt of Service Provider’s invoice. City shall return to Contractor any payment request determined not to be a proper payment request as soon as practicable, but not later than seven (7) days after receipt, and shall explain in writing the reasons why the payment request is not proper. 4. TIME IS OF THE ESSENCE Software Provider and City agree that time is of the essence regarding the performance of this Agreement. 5. LICENSES; PERMITS; ETC. Software Provider represents and warrants to City that it has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required to carry out the purposes of this Agreement. 6. ASSIGNMENTS. Software Provider may assign, sublease, or transfer this Agreement, or any interest therein, to a third party with the prior written consent of City. Such consent shall not be unreasonably withheld. City’s withholding of Page 5 of 9 consent shall be deemed reasonable if it appears that the intended assignee in question is not financially or technically capable of performing Software Provider’s obligations under this Agreement, or if City has reason to conclude that the proposed assignee is otherwise incapable of fulfilling Software Provider’s duties hereunder. 7. INDEPENDENT PARTIES City and Software Provider intend that the relationship between them created by this Agreement is that of independent contractor. No civil service status or other right of employment will be acquired by virtue of Software Provider's services. None of the benefits provided by City to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation, and sick leave are available from City to Software Provider, its employees, or agents. Software Provider is not a "public official" for purposes of Government Code §§ 87200 et seq. 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA) Software Provider assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal or state rules and regulations. Software Provider shall indemnify and hold City harmless from and against any loss, damage, liability, costs, or expenses arising from any noncompliance of this provision by Software Provider. 9. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination, Software Provider agrees that neither it nor its employee or subcontractors shall harass or discriminate against a job applicant, a City employee, or a citizen on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected class status. Software Provider agrees that any and all violations of this provision shall constitute a material breach of this Agreement. Software provider agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Software Provider agrees to, at its expense, defend and/or settle any claim made by a third party against City alleging that the City's use of the Services infringes such third party’s United States patent, copyright, trademark, or trade secret (an “IP Claim”), and pay those amounts finally awarded by a court of competent jurisdiction against City with respect to such IP Claim. 11. DUTY TO INDEMNIFY AND HOLD HARMLESS Software Provider shall indemnify, defend, and hold harmless City and its officers, officials, agents, employees, and volunteers from and against any and all liability, claims, actions, causes of action, or demands whatsoever against any of them, including for any injury to or death of any person or damage to property or other Page 6 of 9 liability of any nature, whether physical, emotional, consequential, or otherwise, arising out of, pertaining to, or related to the performance of this Agreement by Software Provider or Software Provider’s employees, officers, officials, agents, or subcontractors, except where such liability arises solely as a result of the active negligence or willful misconduct of City. Such costs and expenses shall include reasonable attorneys’ fees of counsel of City’s choice, expert fees, and all other costs and fees of litigation. Provider agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. The provisions of this Section 11 survive the completion of the Services or termination of this Agreement. 12. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Software Provider shall furnish City with certificates showing the type, amount, class of operations covered, effective dates, and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit B. Software Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement. B. Subrogation Waiver. Software Provider agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Software Provider shall look solely to its insurance for recovery. Software Provider hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Software Provider or City with respect to the services of Software Provider herein, a waiver of any right to subrogation which any such insurer of said Software Provider may acquire against City by virtue of the payment of any loss under such insurance. 13. RECORDS Software Provider shall maintain internal records reflecting that the Services were performed by Software Provider hereunder in accordance with customary recordkeeping practices in the software development industry. Software Provider shall provide free access to such records to the representatives of City or its designee’s at all reasonable and proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary. No such examination and audit shall give City the right to access records relating to other Software Provider customers. Such records shall be maintained for a period of four (4) years after Software Provider receives final payment from City for all services required under this Agreement. Page 7 of 9 14. NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code, and this Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. 15. NOTICES All notices, requests, and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight delivery service, on the fifth (5th) calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: TO CITY: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Teri Gerhardt TO SOFTWARE PROVIDER: City Data Services, LLC 1200 E. Hillsdale Blvd., Ste. 11A Foster City, CA 94404 Attention: Mike Walker 16. TERMINATION A. Basis for Termination. In the event Software Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Software Provider shall be deemed in default in the performance of this Agreement. If Software Provider fails to cure the default within the time specified and according to the requirements set forth in City’s written notice of default, and in addition to any other remedy available to the City by law, the City Manager or her designee may terminate the Agreement by giving Software Provider written notice thereof, which shall be effective immediately. The City Manager or her designee shall also have the option, at her sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Software Provider as provided herein. Upon receipt of any notice of termination, Software Provider shall immediately discontinue performance. B. Pro Rata Payments. City shall pay Software Provider for services satisfactorily performed up to the effective date of termination. In such event, a calculation of the amounts due shall be deemed correct as computed on a pro rata basis with compensation provided for the period of service paid as a percentage of the total contract amount. Page 8 of 9 C. Handling of City Data. In the event of a termination of this Agreement, Software Provider shall implement an orderly return of City data in a CSV or another mutually agreeable format at a time agreed to by the parties and the subsequent secure disposal of City data. During any period of service suspension, Software Provider shall not take any action to intentionally erase any City data for a period of thirty (30) days after the effective date of termination, unless authorized by City. City shall be entitled to any post-termination assistance generally made available with respect to the Services; unless a unique data retrieval arrangement has been established as part of the SLA. Software Provider shall securely dispose of all requested data in all of its forms, including disk, CD/DVD, backup tape, and paper, when requested by City. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST)- approved methods. Certificates of destruction shall be provided to City. 17. WARRANTY AND WARRANTY DISCLAIMER Software Provider warrants that, (i) the Services shall be provided in a diligent, professional, and workmanlike manner in accordance with industry standards, (ii) the Services provided under this Agreement do not infringe or misappropriate any intellectual property rights of any third party, and (iii) the Services shall substantially perform in all material respects as described in the SLA. In the event of any breach of section (iii), above, Software Provider shall, as its sole liability and as City’s sole remedy, repair or replace the Services that are subject to the warranty claim at no cost to City, or if Software Provider is unable to repair or replace, then it will refund any pre-paid fees for services not rendered. Except for the warranty described in this section, the Services are provided without warranty of any kind, express or implied, including, but not limited to, the implied warranties or conditions of design, merchantability, fitness for a particular purpose, and any warranties of title and non-infringement. 18. COMPLIANCE Software Provider shall comply with all state or federal laws and all ordinances, rules, policies, and regulations enacted or issued by City. 19. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any suits brought pursuant to this Agreement shall be filed with the Superior Court for the County of Santa Clara, State of California. 20. ADVERTISEMENT Software Provider shall not post, exhibit, or display, or allow to be posted, exhibited, or displayed, any signs, advertising, show bills, lithographs, posters, or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 21. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or Page 9 of 9 nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Software Provider. In the event that any Service Level Agreement, Exhibit, associated instrument, or agreement executed by the Parties in conjunction with this Agreement or prior thereto contains a term that conflicts with the terms of this Agreement, the terms of this Agreement shall govern and supersede any other document or Exhibit. 22. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By ___________________ Title ___________________ Date __________________ APPROVED AS TO FORM: _________________________ MICHAEL K. WOO Senior Assistant City Attorney ATTEST: __________________________ City Clerk __________________________ Date SOFTWARE PROVIDER CITY DATA SERVICES LLC By ___________________ Title ___________________ Date __________________ Vidush Mahansaria Director 05/14/2026 Michael K Woo CTO 05/14/2026 Lauren Sapudar 05/14/2026 SCOPE OF SERVICES A.CDS shall provide the City with access to and ongoing support for its hosted data management platform in accordance with the functionality and program areas. The following is an itemized listing of tasks associated with the City’s requested public services module.The annual maintenance program provided under this Contract is designed to include: Tasks Software licensing for the Public Services Module Unlimited user Admin, City Staff and subrecipient user seats Unlimited Programs and Projects under each module System modifications and enhancements released to all users to ensure HUD compliance Annual report and application template adjustments Access control & data encryption protocols Two annual training calls per funding type Full annual access to customer support for staff and subrecipients via email & video support (M–F, 8–5 PST) Quarterly account review to propose new features, customisations and feedback Annual License and Service Fee Total: SEE QUOTE FORM B.All work covered under the annual maintenance fee shall be performed at no additional charge beyond the agreed-upon annual contract value. All licensing fees include Access to create programs and reports under the core modules, routine database maintenance, issue resolution and bug fixes, ongoing browser & OS compatibility updates. C.In addition to these services we value the City as a long standing CDS customer, and one with which we partner with on many aspects of our product. Because of this we would like to actively fast-track your migration to CDS 2.0 and offer you priority migration to all modules as one of the first 5 customers. You are also welcomed to provide feedback on the future product direction and functionality to fit your needs as long term Development Partners: ●1:1 Technical Assistance and software training sessions with CDS 2.0 product. CDS will incorporate feedback and functionality specific to your jurisdiction’s need ●Priority migration of all modules to CDS 2.0 ●Priority development of jurisdiction-specific user documentation and access to CDS 2.0 Resource Library containing training videos and how-to guidance ●Post migration review sessions D.Any development, configuration, or customization requests that fall outside the standard scope of services,such as those involving new program areas, substantially custom workflows, new program 166 Geary St. 15th Floor, Suite #171, San Francisco, CA 94108 * Tina@citydataservices.com * www.citydataservices.net Exhibit A: Service Level Agreement (“SLA”) modules, custom summary reports or third-party integrations,shall be considered custom work and billed separately. E. Platform Overview (Global Functionality). CDS will serve as the system of record for housing, community development, and loan programs. The platform centralizes program data, documentation, reporting, and compliance workflows across departments and funding sources, while remaining configurable as programs evolve. Core Platform Capabilities (Applicable to all modules) ● Role-based user management and permissions, supporting granular access ● Unlimited users within licensed modules (no per-seat pricing) ● Longitudinal data storage supporting multi-year and multi-phase programs ● Secure, auditable, cloud-hosted infrastructure ● Version Logging for auditability and edit tracking ● Centralized document library with global search, filtering, and bulk export ● System-wide notifications (time-based and action-based email notifications) ● Export framework supporting Excel and PDF outputs across all modules ● Integration with IDIS and external reporting systems where applicable ● Personalized task and action views for City staff (e.g., items requiring review, upcoming deadlines, overdue submissions) Public Services Module The Public Services module supports administration of service-based programs funded through federal, state, local BMR funding, and other local sources such as general funds, including application intake, contracting, reporting, monitoring, and compliance. Program Setup & Lifecycle Management ● Program creation and configuration by funding source and fiscal year ● Lifecycle tracking: draft → active → reporting → close-out ● Association of programs with agencies and funding sources ● Long-term retention of closed programs for audit and historical analysis Agency & Subrecipient Management ● Centralized agency and subrecipient profiles ● Tracking of active and historical program participation ● Storage of contracts, insurance, audits, and other compliance documentation ● Maintain Agency contact information for use in email notifications Applications & Evaluations ● Configurable application templates (NOFA) using CDS’s highly customised form builder ● Online application submission by subrecipients ● Built-in evaluation workflows, including: ○ Scoring rubrics and evaluator assignments ○ Structured scoring and comments 166 Geary St. 15th Floor, Suite #171, San Francisco, CA 94108 * Tina@citydataservices.com * www.citydataservices.net ○Aggregation of scores to support award decisions ●Conversion of awarded applications into active programs ●Contract generation using your custom legal templates Reporting & Monitoring ●Configurable reporting templates (e.g., QPRs, invoices, progress reports) ●Scheduled reporting cycles (quarterly, semi-annual, annual) ●Status tracking (draft, submitted, under review, returned, approved) ●Version history for resubmitted reports ●Centralized review and approval workflows ●Automated due date, overdue and action-required notifications Budgets, Expenses & Goals ●Structured budget collection within reports ●Roll-up views showing: ○Total awarded amounts ○Amounts claimed and reimbursed ○Remaining balances and utilization ●Goal and outcome tracking extracted directly from reports ●Portfolio-level visibility without opening individual submissions Dashboards & Analytics (Public Services) ●Summary dashboards with: ○Financial metrics (requested, approved, disbursed) ○Accomplishment and demographic metrics ○Compliance indicators ●Filters by funding source, program, agency, and date range ●Drill-down from dashboards into underlying records ●Exportable dashboard tables and summaries IDIS Reporting ●Centralized Submit to IDIS workflow ●Identification of reports eligible for IDIS submission ●Validation checks prior to export ●Generation of IDIS-compatible files ●Submission tracking and audit history 166 Geary St. 15th Floor, Suite #171, San Francisco, CA 94108 * Tina@citydataservices.com * www.citydataservices.net 166 Geary St. 15th Floor, Suite #171, San Francisco, CA 94108 *Tina@citydataservices.com * www.citydataservices.net The contractor agrees to provide software as service to the City of Cupertino for housing program grant management for the term of at least one fiscal year. The contractor agrees to provide service level at the following: ●Two user licenses for City employees as program administrators; All users are provisioned as named accounts, each uniquely identified and authenticated via multi-factor authentication. There is no per-seat pricing, no distinction between named and concurrent licenses, and no cap on the number of active users. This model ensures the City can onboard new staff, expand subrecipient participation, and scale program operations without incurring incremental licensing costs. ●Approximately ten user licenses for sub-recipients and potential applicants; See above - there is no per-seat pricing and no cap on the number of active users. ●Five user licenses for commissioners to evaluate applications; See above - there is no per-seat pricing and no cap on the number of active users. ●Software will be available to be used twenty-four hours per day, seven days per week for all users; CDS helpdesk support is available Monday through Friday, 8:00 AM to 5:00 PM Pacific Time, aligned with the RFP requirement. Emergency phone support for critical production issues is available outside business hours via a direct line to the CDS General Manager (+1 650 523 9801). CDS will provide on-going support for the City in several ways: ●Year round technical assistance for City staff and subrecipients ●Tech Support Email available Monday–Friday, 8:00 AM – 5:00 PM (Pacific Time), including federal holidays. ●Virtual calls available upon request for City staff and subrecipients for training and issue resolution ●Emergency phone support available for critical issues outside business hours - direct line provided to general manager. ●Support from the contractor will be expected for technical issues between 8am-5pm, Monday-Friday; See above - customer support is available Monday–Friday, 8:00 AM – 5:00 PM (Pacific Time) ●Responses to issues are expected from the contractor within twenty-four hours of request for assistance sent by either the City or the City's sub-recipients or applicants; 166 Geary St. 15th Floor, Suite #171, San Francisco, CA 94108 * Tina@citydataservices.com * www.citydataservices.net City Data Services – Customer Support Response Time Target Issue Type Priority Level Time System outage or severe malfunction preventing core operations Customer status updates every 3 hours within 4 hours High limited but continued operations. Significant functionality impaired for one or more users, workaround not Medium Low ● The contractor agrees to abide by all data, privacy, and security measures required by applicable federal, state, and local regulations. This includes but is not limited to prohibiting unauthorized access, defining data ownership, establishing technical security measures and data breach notifications to the City. Data Ownership and Portability: All data entered into the CDS platform by or on behalf of the City remains the sole property of the City. Data is never used for training AI models, analytics, or any non-production purpose. Upon contract termination, CDS provides full data export in the City’s preferred format-including CSV and JSON-or securely deletes all City data within 30 days at the City’s request, in accordance with the City’s data retention policies. Data Residency: All City data is stored and processed exclusively in U.S.-based AWS data centers. No City data is transferred to, stored in, or accessed from infrastructure located outside the United States. 3 Quote Form Request for Quote – Housing and Grants Management Software (Web-based) Company Name City Data Services, LLC Address 166 Geary St., 15th Flr, Suite #171, San Francisco, CA 94108 Tax ID Number 93-2419808 The bidder hereby offers to complete the p roject/purchase for the following price(s) in strict compliance with the specifications, terms and conditions set forth in this RFQt. Pricing shall be held for 60 days. QUOTE PRICING Description Total Cost 1. Grants Management Software (Access and Support July 1, 2026 – June 30, 2027) $ 2. Onboarding/Implementation Fee (One-time fee) $ Total Quote $ ADDITIONAL PRICING 1. Grants Management Software (Access and Support July 1, 2027 – June 30, 2028) $ 2. Grants Management Software (Access and Support July 1, 2028 – June 30, 2029) $ A.Bidder is requested to list a previous reference contract similar to this project/purchase. 1. Organization City of Sunnyvale Location 456 W. Olive Ave, Sunnyvale, CA 94086 Contact Person Matthew Hazel 8,300 3,500 11,800 8,300 8,300 4 Telephone Number/email 408-730-7457 Describe work performed by bidder Currently, provide grant management software services. Specifically for public services and affordable housing asset management Exhibit B - Insurance Requirements for SaaS Agreements 1 Version: May 2025 Software Provider shall procure and maintain for the duration of the contract at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES 1.Workers' Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 each accident/disease. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subconsultants. Not required. Software Provider has provided written verification of no employees. 2.Commercial General Liability: Coverage shall be at least as broad as Insurance Services Office Form CG 00 01 with limits no less than $2,000,000 per occurrence, $4,000,000 general aggregate, and $2,000,000 products and completed operations aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Software Provider’s policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Agreement. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City’s own insurance or self-insurance shall not be called upon. 3.Automobile Liability Coverage shall be provided using ISO CA 00 01 (or equivalent) covering any auto (Code 1), or if Software Provider has no owned autos, hired (Code 8) and non-owned (Code 9) autos, with limits no less than $1,000,000 each accident for bodily injury and property damage. Ξ Not required. Software Provider shall be fully remote and not use automobiles to provide the service. In the event Software Provider uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Software Provider does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Software Provider has provided written confirmation that it does not own any autos. Software Provider shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non- Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Software Provider uses an owned automobile or Exhibit B: Insurance Requirements and Proof of Insurance Exhibit B - Insurance Requirements for SaaS Agreements 2 Version: May 2025 automobiles in the operation of its business to provide services under this Agreement, the Software Provider shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). In lieu of Business Automobile Liability, Software Provider shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 4. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, release of private information or personally identifiable information (PII), alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. OTHER INSURANCE PROVISIONS Additional Insureds: The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s Commercial General Liability, Automobile Liability, and Cyber Liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage: Coverage afforded to City/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Software Provider’s insurance and shall not contribute to it. Notice of Cancellation: Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Software Provider shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Exhibit B - Insurance Requirements for SaaS Agreements 3 Version: May 2025 Waiver of Subrogation: Software Provider waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability, Cyber Liability, and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions: Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers: Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Absence of Insurance Coverage: City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, City may purchase appropriate insurance and charge all costs related to such policy to Software Provider. Verification of Coverage: Software Provider shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Software Provider’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors: Software Provider shall require and verify that all subconsultants maintain insurance required herein, and Software Provider shall ensure that City is an additional insured on subconsultant’s insurance policies. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. Higher Insurance Limits: If Software Provider maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Software Provider. Adequacy of Coverage: City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 5/6/2026 Sparx Insurance Services 300 Park Avenue South, Suite 301 New York, NY 10010 Nicholas Fotopoulos 732-272-5009 nf@usesparx.com City Data Services LLC registered as City Data Services Software LLC in CA 166 Geary St, Ste 171 San Francisco, CA 94108 Hartford Underwriters Insurance Company 30104 Travelers Property Casualty Company of America 25674 Coalition Insurance Company 29530 A X X 57 SBM BV1MN0 09/01/2025 09/01/2026 2,000,000 1,000,000 10,000 2,000,000 4,000,000 4,000,000 B X UB-7Y78092A-25-42-G 09/01/2025 09/01/2026 1,000,000 1,000,000 1,000,000 C TECHNOLOGY ERRORS & OMMISSIONS + CYBER X C-4LPY-114197-CYBER-2025 09/01/2025 09/01/2026 PER CLAIM $2,000,000 AGGREGATE $2,000,000 RETRO. DATE Full Prior Acts The City of Cupertino, its City Council, officers, officials, employees, agents, servants, and volunteers ("Additional Insureds") are added as additional insureds as required by written contract with respect to General Liability, per attached. The General Liability policy evidenced herein is Primary & Non-Contributory where required by written contract with the named insured. A Waiver of Subrogation is granted in favor of the additional insureds with respect to General Liability and Workers Compensation in accordance with the policy's provisions, per attached. City of Cupertino Attn: Nicky Vu 10300 Torre Avenue Cupertino, CA, 95014 WORKERS COMPENSATION (BLANKET WAIVER) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS POLICY NUMBER: AND EMPLOYERS LIABILITY POLICY ENDORSEMENT – CALIFORNIA ENDORSEMENT WC 99 03 76 ( A) - UB-7Y78092A-25-42-G HARTFORD CT 06183 ONE TOWER SQUARE 002 Schedule Job DescriptionPerson or Organization We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation pre- mium. 2.00 COMPUTER CONSULTING, PROGRAMMING, SOFTWARE DEVELOPMENT AND WEBSITE DESIGN ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. INCLUDING: THE COUNTY OF SAN MATEO, ITS OFFICERS, AGENTS, EMPLOYEES, AND VOLUNTEERS Countersigned byInsurance Company PremiumInsured Endorsement No.Policy No.Endorsement Effective This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) ST ASSIGN: DATE OF ISSUE: Page of07-18-25 1 1 SC 50 53 10 18 AUGUST 22, 2025 Policy Number:57 SBM BV1MN0 HOW TO REACH US Policy Holder Name: City Data Services LLC Enclosed please find information pertaining to your policy.Please contact us if you have any questions or concerns. Thank you for selecting The Hartford for your business insurance needs. Sincerely, The Hartford If you have questions,you can reach The Hartford the following ways: ONLINE BY VISITING https://agency.thehartford.com POLICY QUESTIONS 1-866-467-8730, Monday - Friday 7 a.m. - 7 p.m. CT 24 HOUR CLAIMS HOTLINE 1-800-327-3636, always open Declarations:Business Owner’s Policy NGS Business Owners Declaration Page This Spectrum® Business Owner’s Policy consists of the Declarations, Coverage Forms, Coverage Parts, Common Policy Conditions and any other Forms and endorsements issued to be a part of the Policy. The Hartford® is Hartford Fire Insurance Company and its affiliated property and casualty insurance companies. Form: SC 00 01 10 18 1 Policy Number:57 SBM BV1MN0 Policy Period:09/01/2025 to 09/01/2026, 12:01 a.m., Standard time at your mailing address shown here. Exception: 12 noon in New Hampshire. Insurer: Hartford Underwriters Insurance Company, a property and casualty company of The Hartford. One Hartford Plaza, Hartford, CT 06155 Named Insured and Mailing Address: City Data Services LLC 166 GEARY ST SAN FRANCISCO, CA 94108-5631 Type of Business:Software, Internet, Application & Web Design Name of Agency/Broker: DIRECT ACCESS INSURANCE SERVICES 1410 ROCKY RIDGE DR STE 335 ROSEVILLE, CA 95661 Code:57129850 Previous Policy Number: New Organization Type:LLC Audit Period: Auditable Insurance Provided: In return for the payment of the premium and subject to all of the terms of this policy, we agree with you to provide insurance as stated in this policy. TOTAL PREMIUM:$408* *Total Premium includes the premium for all Coverage Parts issued to you in this policy, as well as any companion policies delivered with this policy. Total Premium includes any applicable fees and surcharges. Total Premium may change based on coverage changes made through endorsement or if your policy is subject to Premium Audit. Countersigned by:08/22/2025 Authorized Representative Date A Business Owner’s Policy typically covers property and business liability risks. Generally, Property insurance pays you if a covered cause of loss damages property that you own, rent or lease. Business liability insurance pays in certain cases where something you do or something you own causes injury or damage to someone Declarations: Business Liability Coverage Part Form: SC 00 01 10 18 4 Your policy includes the liability coverages listed below. The limits in the right-hand column show the maximum amount we’ll pay. FORM NUMBER FORM NAME LIMIT OF INSURANCE SL 00 00 10 18 BUSINESS LIABILITY COVERAGE FORM Damage To Premises Rented To You Limit $1,000,000 General Aggregate Limit $4,000,000 Liability and Medical Expenses Limit $2,000,000 Medical Expenses Limit $10,000 Personal and Advertising Injury Limit $2,000,000 Products-Completed Operations Aggregate Limit $4,000,000 Property Damage Liability Deductible No Deductible ADDITIONAL BUSINESS LIABILITY COVERAGES SL 30 42 10 18 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION SL 30 32 06 21 BLANKET ADDITIONAL INSURED BY CONTRACT Included1 SL 30 14 09 22 TECHNOLOGY SERVICES COVERAGE EXTENSION Included1 1Included in Business Liability Limit(s) ADDITIONAL INSUREDS SCHEDULES Form Number Form Name Additional Insured Name and Address Location SL 30 42 10 18 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION The City of Oakland, its Councilmembers, Directors, Officers, Employees, Agents, and Volunteers 250 Frank Ogawa Plaza, 5th Floor, Oakland, CA 94612 N/A The County of San Mateo, Its Officers, Agents, Employees, and Volunteers 264 Harbor Blvd, Bldg A, Belmont, CA 94002 N/A City of Walnut Creek, its Officers, Agents, Employees, and Volunteers 166 N Main St, Walnut Creek, CA 94596 N/A ALL OTHER BUSINESS LIABILITY FORMS Form Number Form Name SL 20 06 10 18 EXCLUSION - NUCLEAR ENERGY LIABILITY SL 20 78 10 18 EXCLUSION - SILICA - BUSINESS LIABILITY COVERAGE FORM SL 20 71 10 18 PERSONAL AND ADVERTISING INJURY EXCLUSION - LIMITED Form SL 00 00 10 18 Page 18 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 7.Transfer Of Rights Of Recovery Against Others To Us a.Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring "suit"or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b.Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,we also waive that right,provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. F.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1."Advertisement"means a notice that is broadcast or published to the general public or specific market segments about your goods,products or services for the purpose of attracting customers or supporters.For the purpose of this definition: a.Notices that are published include material placed on the Internet or on similar electronic means of communication; and b.Regarding web sites,only that part of a web site that is about your goods,products or services for the purpose of attracting customers or supporters is considered an advertisement. 2."Advertising idea" means any idea for an "advertisement". 3."Asbestos hazard"means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto" means: a.A land motor vehicle,trailer or semi-trailer designed for travel on public roads,including any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5."Bodily injury" means physical: a.Injury; b.Sickness; or c.Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6."Coverage territory" means: a.The United States of America (including its territories and possessions), Puerto Rico and Canada; b.International waters or airspace,but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in a. above; (2)The activities of a person whose home is in the territory described in a.above,but is away for a short time on your business; or THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 1 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following is added to Section C.WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s)or organization(s)identified in Paragraphs a.through f.below are additional insureds when you have agreed,in a written contract or written agreement,or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part,provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However,no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE.How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a.Vendors Any person(s)or organization(s)(referred to below as vendor),but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury"or "property damage" included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; (e)Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; (f)Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 2 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h)"Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (i)The exceptions contained in Paragraphs (d) or (f); or (ii)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b.Lessors Of Equipment (1)Any person or organization from whom you lease equipment;but only with respect to their liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your maintenance, operation or use of equipment leased to you by such person or organization. (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c.Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises,but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)Any "occurrence"which takes place after you cease to lease that land or be a tenant in that premises; or (b)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. d.Architects, Engineers Or Surveyors (1)Any architect,engineer,or surveyor,but only with respect to liability for "bodily injury","property damage" or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; (b)In the performance of your ongoing operations performed by you or on your behalf; or (c)In connection with "your work"and included within the "products-completed operations hazard",but only if: (i)The written contract,written agreement or permit requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring,employment,training or monitoring of others by an insured,if the “bodily injury”,“property THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 3 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) damage”,or “personal and advertising injury”arises out of the rendering of or the failure to render any professional service. e.State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1)Any state or governmental agency or subdivision or political subdivision,but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)"Bodily injury","property damage"or "personal and advertising injury"arising out of operations performed for the federal government, state or municipality; or (b)"Bodily injury" or "property damage" included within the "products-completed operations hazard". f.Any Other Party (1)Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a.through e.above,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations performed by you or on your behalf; (b)In connection with your premises owned by or rented to you; or (c)In connection with "your work"and included within the "products-completed operations hazard",but only if: (i)The written contract,written agreement or permit requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of,or the failure to render,any professional architectural,engineering or surveying services, including: (a)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions,reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by an insured,if the “bodily injury”,“property damage”,or “personal and advertising injury”arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. Declarations:Business Owner’s Policy NGS Business Owners Declaration Page This Spectrum® Business Owner’s Policy consists of the Declarations, Coverage Forms, Coverage Parts, Common Policy Conditions and any other Forms and endorsements issued to be a part of the Policy. The Hartford® is Hartford Fire Insurance Company and its affiliated property and casualty insurance companies. Form: SC 00 01 10 18 1 Policy Number:57 SBM BV1MN0 Policy Period:09/01/2025 to 09/01/2026, 12:01 a.m., Standard time at your mailing address shown here. Exception: 12 noon in New Hampshire. Insurer: Hartford Underwriters Insurance Company, a property and casualty company of The Hartford. One Hartford Plaza, Hartford, CT 06155 Named Insured and Mailing Address: City Data Services LLC 166 GEARY ST SAN FRANCISCO, CA 94108-5631 Type of Business:Software, Internet, Application & Web Design Name of Agency/Broker: DIRECT ACCESS INSURANCE SERVICES 1410 ROCKY RIDGE DR STE 335 ROSEVILLE, CA 95661 Code:57129850 Previous Policy Number: New Organization Type:LLC Audit Period: Auditable Insurance Provided: In return for the payment of the premium and subject to all of the terms of this policy, we agree with you to provide insurance as stated in this policy. TOTAL PREMIUM:$408* *Total Premium includes the premium for all Coverage Parts issued to you in this policy, as well as any companion policies delivered with this policy. Total Premium includes any applicable fees and surcharges. Total Premium may change based on coverage changes made through endorsement or if your policy is subject to Premium Audit. Countersigned by:08/22/2025 Authorized Representative Date A Business Owner’s Policy typically covers property and business liability risks. Generally, Property insurance pays you if a covered cause of loss damages property that you own, rent or lease. Business liability insurance pays in certain cases where something you do or something you own causes injury or damage to someone Form SL 00 00 10 18 Page 17 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (2)Premises Rented To You That is fire,lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3)Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage"to premises rented to you or temporarily occupied by you with permission of the owner; (4)Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to Exclusion g.of Section B. Exclusions. (5)Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section B. Exclusions. (6)When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations,or products and completed operations,for which you have been added as an additional insured by that insurance; or (7)When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However,the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a)Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract,written agreement or permit that this insurance be primary.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. (b)Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance,this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess,we will have no duty under this Coverage Part to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit".If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of the loss,if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss,if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c.Method Of Sharing If all the other insurance permits contribution by equal shares,we will follow this method also.Under this approach,each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Housing Grants Management Software Final Audit Report 2026-05-14 Created:2026-05-13 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAALTK3rsL4Nbh3wl46ZyQ4qrSLQAUtq7A6 "Housing Grants Management Software" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-05-13 - 3:25:06 PM GMT- IP address: 35.229.54.2 Document emailed to marilynp@cupertino.org for approval 2026-05-13 - 3:30:13 PM GMT Email viewed by marilynp@cupertino.org 2026-05-13 - 3:30:30 PM GMT- IP address: 54.81.52.60 Signer marilynp@cupertino.org entered name at signing as Marilyn Pavlov 2026-05-13 - 4:16:10 PM GMT- IP address: 64.165.34.3 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2026-05-13 - 4:16:12 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to aracelia@cupertino.org for approval 2026-05-13 - 4:16:15 PM GMT Email viewed by aracelia@cupertino.org 2026-05-13 - 4:16:29 PM GMT- IP address: 32.197.214.99 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-05-13 - 10:29:38 PM GMT- IP address: 64.165.34.3 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-05-13 - 10:29:40 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to tina@citydataservices.com for signature 2026-05-13 - 10:29:43 PM GMT Email viewed by tina@citydataservices.com 2026-05-13 - 10:35:50 PM GMT- IP address: 74.125.210.142 Signer tina@citydataservices.com entered name at signing as Vidush Mahansaria 2026-05-14 - 1:00:50 PM GMT- IP address: 5.31.20.6 Document e-signed by Vidush Mahansaria (tina@citydataservices.com) Signature Date: 2026-05-14 - 1:00:52 PM GMT - Time Source: server- IP address: 5.31.20.6 - Signature Appearance Selected: TYPE Document emailed to michaelw@cupertino.org for signature 2026-05-14 - 1:00:55 PM GMT Email viewed by michaelw@cupertino.org 2026-05-14 - 1:02:10 PM GMT- IP address: 98.92.67.162 Signer michaelw@cupertino.org entered name at signing as Michael K Woo 2026-05-14 - 3:28:01 PM GMT- IP address: 98.33.114.31 Document e-signed by Michael K Woo (michaelw@cupertino.org) Signature Date: 2026-05-14 - 3:28:03 PM GMT - Time Source: server- IP address: 98.33.114.31 - Signature Appearance Selected: TYPE Document emailed to terig@cupertino.org for signature 2026-05-14 - 3:28:06 PM GMT Email viewed by terig@cupertino.org 2026-05-14 - 3:28:12 PM GMT- IP address: 54.210.124.32 Signer terig@cupertino.org entered name at signing as Teri Gerhardt 2026-05-14 - 3:58:07 PM GMT- IP address: 174.221.122.153 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2026-05-14 - 3:58:09 PM GMT - Time Source: server- IP address: 174.221.122.153 - Signature Appearance Selected: MOBILE_DRAW Document emailed to laurens@cupertino.org for signature 2026-05-14 - 3:58:12 PM GMT Email viewed by laurens@cupertino.org 2026-05-14 - 3:58:22 PM GMT- IP address: 100.53.199.67 Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-05-14 - 4:05:11 PM GMT- IP address: 69.149.42.28 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-05-14 - 4:05:13 PM GMT - Time Source: server- IP address: 69.149.42.28 - Signature Appearance Selected: TYPE Agreement completed. 2026-05-14 - 4:05:13 PM GMT