EAST LANSING CITY COUNCIL

AGENDA

September 18, 2012

7:30 PM

East Lansing City Council Mayor Diane Goddeeris Mayor Pro Tem Nathan Triplett Councilmember Kevin E. Beard Councilmember Victor W. Loomis, Jr.

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City Council meets to take action on legislative matters on the first and third Tuesdays of each month. It is at this time that they can vote on items that appear on their agenda. Meetings start at 7:30 p.m. unless otherwise scheduled, and are cablecast live over WELG, Channel 22, to the community.

AGENDA ITEMS GENERALLY

By the time an item gets to the City Council agenda, extensive work has already taken place by one or more of the City’s attorneys, boards, commissions, staff, Councilmembers, and individuals or groups in the community. The work is documented and provided to Council for consideration prior to taking action on an agenda item.

COMMUNICATIONS After Council opens their agenda, members of the audience are given an opportunity to speak to Council about any topic that is not on the agenda. Members of the audience are also allowed to speak to any item on the agenda but are encouraged to do so as the item is addressed by Council. Speaker cards are available near the podium and must be filled out by the speaker. As each agenda item is addressed, the Mayor will invite those who wish to speak to the podium. All speakers are encouraged to be considerate of others waiting to address Council by keeping their remarks brief.

PUBLIC HEARING AGENDA Public Hearing Agenda items include all action items that are required by law to be noticed in a paper of general circulation typically not less than 15 days prior to the hearing as required by ordinance, charter, or statute. The notice must include the time, place and subject of the hearing. A public hearing is that portion of a meeting designed specifically to receive input from the public on that item. There are two primary areas of municipal governance with statutes regulating public hearings that the City is required to follow – the Planning Enabling Act (a public hearing is required to amend a zoning ordinance, take action on a special use permit or Planned Unit Development and to adopt a master plan), and the Uniform Budgeting and Accounting Act (a public hearing is required to adopt the budget). In addition, certain community development, economic development, tax increment financing, grant, and related programs have public hearing requirements imposed by state statute, federal law, or granting agency.

CONSENT AGENDA Consent Agenda items include routine business items that Council can approve with a single vote. Item included on the Consent Agenda must be voted on separately if requested by any member of the Council. Items requested to be voted on separately are typically moved to the Business Agenda for discussion.

BUSINESS AGENDA Business Agenda items include all action items that require discussion but are not required by law to hold a noticed public hearing and those items that a public hearing was held for but action was not taken at the time of the hearing.

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AGENDA

East Lansing City Council

Tuesday, September 18, 2012

MSU Union

7:30 p.m.

OPENING

1. Roll call

2. Approval of the agenda

3. Approval of the minutes from the September 4, 2012 regular meeting

Attachment A

COMMUNICATIONS

4. Written communications received by Council

5. Communications from the audience 6. Communications from the Mayor and Councilmembers 7. During the meeting of the September 11, 2012 work session, Council took the

following actions:

Approved the minutes of the August 21, 2012 work session.

Approved the minutes of the August 28, 2012 special meeting.

Authorized City Manager to sign and file a Baseball Tomorrow Fund grant application with all understandings and assurances; and authorized Assistant Director of Parks, Recreation and Arts to serve as City representative in connection with the application, which is for $70,000 for improvements to the baseball and softball fields at Patriarche Park.

Approved Kevin Beard as City Council appointment to the LAP Respite Center Board of Directors.

Approved resolution approving an application for a Development District Liquor License for State Side Deli located at 313 E. Grand River Avenue.

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Approved street closure for Hawksridge Court on September 23, 2012, from 1:00 p.m. to 4:00 p.m. for annual picnic.

8. City Manager’s Report

9. City Attorney’s Report

CONSENT AGENDA

10. Approval of the New World Systems Standard Software License and Services Agreement and authorize the City Manager to sign the necessary documents by September 19, 2012

Attachment B

11. Approval of an Administrative Services Agreement between the City of East Lansing and Hometown Housing Partnership, Inc. (HHP) that allows HHP to execute mortgage and promissory note documentation on behalf of the City of East Lansing for participants of the Homeowner Opportunity Assistance Program

Attachment C

12. Approval of the re-appointment of Jon Hansen to the Officers Compensation Commission for a full term ending September 30, 2019

13. Approval of a street closure request for 918 Harrington Lane to 940 Harrington Lane on September 21, 2012 from 5:15 pm. to 7:45 p.m. for the Crossing Homeowners Association Annual Neighborhood Picnic

Attachment D

14. Approval of a street closure request from 1717 Colorado Drive to the Cul-de-sac on September 30, 2012 from 3:00 p.m. to 6:30 p.m. for the Northern Meadows Association Neighborhood Picnic

Attachment E

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15. Approval of Policy Resolution 2012-5; Resolution for Naming Public Property

Attachment F

16. Introduce and set a public hearing for October 2, 2012 for Ordinance No. 1283; an Ordinance to amend Article II - Fire Prevention Code - of Chapter 16 - Fire Prevention and Protection – of the Code of the City of East Lansing by making further local changes to the NFPA Fire Protection Code, NFPA 1, 2000 Edition, known as the East Lansing Fire Protection Code, as adopted at Section 16-31 and amended by Section 16-33 by amending the previously added Section 16-1.1 and to add Section 26-66 to Division 2 - Disorderly Conduct - of Chapter 26 - Offenses - to the Code of the City of East Lansing to prohibit the ignition, discharge and use of consumer fireworks

Attachment G

BUSINESS AGENDA

17. Consideration of the Department of Code Enforcement & Neighborhood Conservation (CENC) reorganization

Attachment H Staff Resource: George Lahanas

18. Discussion regarding filling the vacancy on the City Council left by Don Power

Staff Resource: Mayor Goddeeris

19. St. Anne Report

Attachment I Staff Resource: Tim Dempsey

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COUNCIL MEETINGS ARE CABLECAST “LIVE” OVER EAST LANSING COMMUNITY TV 22

Appointments with Councilmembers can be scheduled by calling

the Council Assistant: (517) 319-6904

The City of East Lansing will provide reasonable accommodations, such as interpreters for the hearing impaired and audio tapes of printed materials being considered at this meeting, upon notice to the City of

East Lansing prior to a meeting. Individuals with disabilities requiring reasonable accommodations or services please write or call the City Manager’s Office, 410 Abbot Road, East Lansing, MI 48823

(517) 319-6920 TDD 1-800-649-3777

Please visit our web site at: www.cityofeastlansing.com

Attachment A

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CITY OF EAST LANSING REGULAR COUNCIL MEETING

MINUTES September 4, 2012

Present: Beard, Loomis, Triplett Absent: Goddeeris The meeting was called to order at 7:30 p.m. by Mayor Pro Tem Triplett. The meeting was held in Council Chambers of the 54-B District Court, 101 Linden Street, East Lansing. Item 1 Approval of the Agenda It was moved by Triplett and seconded by Beard to approve the agenda with the following addition: CONSENT AGENDA Item #24 – New item

Approval of the appointment of Don Davis to the Planning Commission for a term ending December 31, 2013

ALL YEAS MOTION CARRIED Item 2 Approval of the Minutes It was moved by Beard and seconded by Loomis to approve the minutes of the August 8, 2012 regular meeting. ALL YEAS MOTION CARRIED

Item 3 Written Communication Between August 21 and September 4, 2012, Council received written communication:

08/22/12 from Eliot Singer regarding MEDC Loan 08/22/12 from Eliot Singer regarding MEDC Loan 08/22/12 from Alice Dreger regarding MEDC Loan 08/23/12 from Elaine and Mark Israel regarding Ann Street cross 08/23/12 from Phil Bellfy regarding Notice of Commencement 08/24/12 from Eliot Singer regarding St. Anne 08/25/12 from Eliot Singer regarding MEDC letter 08/27/12 from Eliot Singer regarding Tax day 08/29/12 from Eliot Singer regarding Park District 08/31/12 from Eliot Singer regarding Trash/Recycling 08/31/12 from Phil Bellfy regarding City Attorney 09/02/12 from Eliot Singer regarding Avondale Square 09/03/12 from Eliot Singer regarding MEDC Certification 09/04/12 from Phil Bellfy regarding City Attorney

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Item 4 _____________________________ Communication from Audience

Alice Dreger, 621 Sunset Lane, spoke regarding citizen-run site at www.eastlansinginfo.org

Item 5 Communication from Mayor and Council Members Councilmember Loomis:

Had question regarding quarterly meeting between City of East Lansing and MSU. City Manager George Lahanas said he would resend the July agenda.

Councilmember Beard: No Report

Mayor Pro Tem Triplett:

Reviewed process Council discussed at August 28 special meeting to select a Council member to fill vacancy due to Don Power’s resignation. He said applications are due September 7 by 4:00 p.m., televised interviews of all applicants will be on September 15, selection will take place at Council regular meeting at MSU Union on September 18, and the new Council member will be sworn in at work session of September 25.

Item 6 Review of Work Session Actions Mayor Pro Tem Triplett reviewed the following actions taken at the work session of August 21, 2012:

1. Approved the minutes of the July 24, 2012 work session.

2. Approved a ten month renewal of the City’s Workers Compensation Excess Insurance policy with Midwest Employers Casualty Company at a rate of $27,445 and authorized City Manager to sign necessary documents by September 1, 2012.

3. Approved resolution amending header language for East Lansing Public Library millage ballot question.

4. Approved Fine Park improvements contract award.

5. Approved resolution to adopt amended Brownfield Plan #16 for the City of East Lansing, approving tax increment financing for the Interstate Partners Project.

6. Approved parking agreement for A & G Partnership project.

7. Approved parking agreement between St. Anne, LLC and the City of East Lansing.

8. Appointed Richard Ballard to the Hometown Housing Partnership, Inc. to an At-Large position for a partial term ending June 30, 2014.

9. Authorized City Manager to sign quit-claim deed for resale of 1321 Wolf Court as provided for in Buy-Sell Agreement between Hometown Housing Partnership and the City of East Lansing.

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Item 7 City Manager’s Report City Manager George Lahanas:

Said two meetings to receive input on the former City Center II properties owned either by the City or the DDA (Downtown Development Authority) will be held at Hannah Community Center on Thursday, September 6 at 7:00 p.m. and Friday, September 7 at 9:00 a.m. Lahanas invited residents to attend.

Item 8 City Attorney’s Report City Attorney Tom Yeadon:

No Report

Item 9 Public Hearing – Ordinance No. 1281 Consideration of Ordinance No. 1281; an application from University Reformed Church to rezone the property at 841 Timberlane Street, from C, Community Facilities, and R-1, Low Density Single-Family Residential, to RM-14, Low Density Multiple-Family Residential District, subject to a conditional rezoning agreement, limiting the use of the property to religious use, while allowing for phasing out of the existing educational use. Darcy Schmitt, Planning and Zoning Administrator, briefed Council and answered questions on Ordinance No. 1281, resident input, and submitted conditions. Council discussed possible reversal to R-1 zoning, ground coverage requirements, and compliance with conditional rezoning ordinance. Triplett opened the public hearing on Ordinance No. 1281. Bethany Ehrlich, 2001 N. Fairview, Lansing, University Reformed Church representative, spoke in support of Ordinance No. 1281, and the Special Use Permit application in the next Public Hearing, Agenda Item #11. Seeing no one else come forward, Triplett closed the public hearing on Ordinance No. 1281. It was moved by Loomis and seconded by Beard to approve Ordinance No. 1281 as presented. Beard said this is a good example of conditional rezoning and said it is a win-win situation. Triplett also said this is a win-win situation for the City and the applicant. He requested in the future that staff present a narrative to trace the application back to the conditional rezoning ordinance. ALL YEAS MOTION CARRIED

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CITY OF EAST LANSING

ORDINANCE NO. 1281

AN ORDINANCE TO AMEND THE ZONING USE DISTRICT MAP OF CHAPTER 50 -- ZONING -- OF THE

CODE OF THE CITY OF EAST LANSING

THE CITY OF EAST LANSING ORDAINS: The Zoning Use District Map is hereby amended to rezone the following described area from C, Community Facilities and R-1, Low Density Single Family Residential, to RM-14, Low Density Multiple Family Residential District in accordance with the conditions set forth in the conditional rezoning agreement incorporated herein:

Tax Parcel Nos: 33-20-02-08-311-009 & 33-20-02-08-311-022

A PARCEL OF LAND SITUATED IN THE SOUTHWEST 1/ 4 OF SECTION 8, TOWN 4 NORTH, RANGE 1 WEST, CITY OF EAST LANSING, INGHAM COUNTY, MICHIGAN AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS; BEGINNING AT A POINT ON THE NORTH-SOUTH 1/ 4 LINE OF SAID SECTION 8; SAID POINT OF BEGINNING BEING NORTH 00°00'13" EAST, 673.22 FEET FROM THE SOUTH 1/ 4 CORNER OF SECTION 8; THENCE SOUTH 89°52'11" WEST, 549.41 FEET ALONG THE EASTERLY EXTENSION OF THE SOUTH LINE OF WALNUT HEIGHTS SUBDIVISION NO. 2 AS RECORDED IN LIBER 2 OF PLATS, PAGE 40, INGHAM COUNTY RECORDS (RECORDED AS N 89°01'30" E); THENCE NORTH 00°07'49" WEST, 162.44 FEET; THENCE NORTH 59°02'7" WEST, 84.20 FEET ALONG THE EASTERLY EXTENSION OF THE NORTHERLY LINE OF LOT 104 OF WALNUT HEIGHTS SUBDIVISION NO. 2 TO THE NORTHEASTERLY CORNER OF SAID LOT 104; THENCE NORTHERLY AND EASTERLY ALONG THE BOUNDARY OF WALNUT HEIGHTS SUBDIVISION NO. 2 THE FOLLOWING 2 COURSES; NORTH 29°29'43" EAST, 521.54 FEET (RECORDED AS N 28°40'30" E, 522 FEET); NORTH 89°54'43" EAST, 365.25 FEET (RECORDED AS N 89°07'50" E, 365.3 FEET) TO THE SOUTHEAST CORNER OF OUTLOT B OF WALNUT HEIGHTS SUBDIVISION NO. 2 AND A POINT ON THE NORTH-SOUTH 1/ 4 LINE OF SAID SECTION 8; THENCE SOUTH 00°00'13" WEST ALONG THE NORTH-SOUTH 1/ 4 LINE A DISTANCE OF 659.01 FEET TO THE POINT OF BEGINNING, CONTAINING 7.77 ACRES, MORE OR LESS, AND SUBJECT TO THE RIGHTS OF THE PUBLIC FOR ROADWAY PURPOSES IN TIMBERLANE STREET, AND SUBJECT TO EASEMENTS, RESTRICTIONS AND RESERVATIONS OF RECORD OR USE, IF ANY.

More commonly known as 841 Timberlane Street, East Lansing, Michigan 48823

CONDITIONAL REZONING AGREEMENT

This Conditional Rezoning Agreement (the “Agreement”) is made this ___ day of

___________, 2012, (the “Agreement”) by and between the CITY OF EAST LANSING, a

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Michigan municipal corporation, with its offices at City Hall, 410 Abbot Road, East Lansing,

Michigan 48823 (the “City”), and University Reformed Church, with its offices at 4930 S.

Hagadorn Road, East Lansing, Michigan 48823 (the “Owner”).

THE PARTIES RECITE THAT:

WHEREAS, the City is a municipal corporation organized and existing under and

pursuant to the Michigan Home Rules Cities Act, 1909 PA 279, as amended (codified at

MCL 117.1 et seq;), and exercising all of the powers provided for therein and pursuant to

East Lansing City Charter, adopted July 11, 1944, and as subsequently amended; and

WHEREAS, the Owner is a Domestic Nonprofit Corporation seeking to use the

property for religious use only with no residential use; and

WHEREAS, the Owner controls certain parcels of real property located within the

City of East Lansing at 841 Timberlane Street (as specifically listed and legally described in

this ordinance/agreement) (the “Property”); and

WHEREAS, under and pursuant to Section 405 of the Michigan Zoning Enabling

Act, 2008 PA 110, as amended (codified at MCL 125.3405 et seq;) and Ordinance No. 1252

of the City of East Lansing, certain conditions voluntarily offered by the owner of land,

including an agreement between the City and the Owner, may become a condition of

rezoning of the Property; and

WHEREAS, on May 28, 2012 the owner of the Property submitted a rezoning

application for the property with a site plan (attached as EXHIBIT A), from C, Community

Facilities and R-1, Low Density Single Family Residential, to RM-14, Low Density Multiple

Family Residential District; and

WHEREAS, the City Planning Commission on June 27, 2012 held a Public Hearing

on the Rezoning Application; and

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WHEREAS, the City Planning Commission on June 27, 2012 heard considerable

negative public comment concerning the potential for future Multiple-Family housing

development possible under the requested zoning district; and

WHEREAS, the Owner on July 20, 2012 based on the public input offered to

condition the rezoning request, voluntarily offering, in writing, certain conditions to rezone

the property from C, Community Facilities and R-1, Low Density Single Family Residential,

to RM-14, Low Density Multiple Family Residential District and is offering conditions as set

forth in this Agreement; and

WHEREAS, on July 11, 2012 the Planning Commission voted approval of the

amended request for Conditional Rezoning based upon this Agreement and the attached

exhibits; and

WHEREAS, the City Council on September 4, 2012 voted to approve the request for

Conditional Rezoning and adopted Ordinance No. 1281 based upon the conditions set forth in

this Agreement and the attached exhibits;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises

hereinafter set forth, the City and the Property Owner agree as follows:

1) THE PROJECT

a) Project Definition. The Owner agrees to occupy the building and land for religious

use only, with no residential use. All other permitted uses in Section 50-401 are

prohibited, except during a transition period commencing immediately upon the date

of transfer of title to URC through July 31, 2013, (“Transition Period”), the Property

may continue to be used in part by East Lansing Public Schools (“ELPS”) and MSU

Community School of Music (“MSU”), as well as URC. Both ELPS and MSU

currently operate under C, community zoning.

b) Zoning Use District Regulations. Except as modified herein, the zoning use district

regulations for the Property shall be the, RM-14, Low Density Multiple Family

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Residential District, Chapter 50, Article V, Division 3, of the City Code and the

Property shall remain subject to all other district use and development standards, and

all other regulations of the City Zoning Ordinance, Chapter 50 of the Code of the

City of East Lansing, and shall remain subject to all other state and local

requirements for land development.

c) Compliance with Conditions.

Upon the Owner commencing the use upon the property subject to this Agreement, the Property Owner and its successors or assigns shall continuously operate and maintain the Property or use in compliance with all of the conditions set forth in this Agreement. Any failure to comply with a condition contained herein shall constitute a violation of the East Lansing zoning ordinance and be punishable accordingly against the owner of the property. Additionally, any such violation shall be deemed a nuisance per se and subject to judicial abatement as provided by law.

2) TIMING.

The City and the Owner agree that the following approvals and activities are conditions

to this Agreement:

a) If, except as otherwise specified herein, the use of the Property for religious use ,

once commenced pursuant to the terms of this agreement, ceases for more than 30 days

after an order to correct has been issued by the planning and zoning official or his or

her designee, the Property will revert to R-1, Low Density Single Family Residential

District.

b) The Owner obtains special use permit approval for the use of the Property as a

Church within twelve (12) months of approval of this Agreement by the City and

before any use as a Church is commenced.

3) CITY RIGHT TO REZONE. Nothing in this Agreement shall be deemed to prohibit

the City from rezoning all or any portion of the Property which is subject to this Agreement

to another zoning classification. Any rezoning shall be conducted in compliance with the

City’s zoning ordinance – Chapter 50 – of the East Lansing City Code and the Michigan

Zoning Enabling Act, MCL 125.3405, et seq.; provided, however, that the City shall not

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rezone the property with a different zoning classification during the time period for

commencement of the approved use as specified in Paragraph 2 above.

4) ENTIRE AGREEMENT. This Agreement and the instruments which are to be executed

in accordance with the requirements hereof set forth all of the covenants, agreements,

stipulations, promises, conditions and understandings between the City, and the Owner

concerning the Property as of the date hereof, and there are no covenants, agreements,

stipulations, promises, conditions or understandings, either oral or written, between them

other than as set forth herein.

5) RELATIONSHIP OF THE PARTIES. The relationship of the City, and the Owner

shall be defined solely by the expressed terms of this Agreement, including the implementing

documents described or contemplated herein, and neither the cooperation of the parties

hereunder nor anything expressly or implicitly contained herein shall be deemed or construed

to create a partnership, limited or general, or joint venture between the City and the Owner,

nor shall any party or their agent be deemed to be the agent or employee of any other party to

this Agreement.

6) MODIFICATION. This Agreement can be modified or amended only by a written

instrument expressly referring hereto and executed by the City and the Owner.

7) MICHIGAN LAW TO CONTROL. This Agreement and the rights and obligations of

the parties hereunder shall be construed in accordance with Michigan law.

8) DUE AUTHORIZATION. The City and the Owner each warrant and represent to the

other that this Agreement and the terms and condition thereof have been duly authorized and

approved by, in the case of the City, its City Council and all other governmental agencies

whose approval may be required as a precondition to the effectiveness hereof, in the case of

the Authority by its members and all other applicable governmental agencies, and as to the

Owner, by the members thereof, and that the persons who have executed this Agreement

below have been duly authorized to do so. The parties hereto agree to provide such opinions

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of counsel as to the due authorization and binding effect of this Agreement and the collateral

documents contemplated hereby as the other party shall reasonably request.

9) ASSIGNMENT. It is understood and agreed that the Owner may assign all or a portion

of its rights and duties hereunder to one or more entities.

10) NO PERSONAL LIABILITY. The obligations hereunder of the City and the Owner

shall constitute solely the obligations of the respective entities to be satisfied solely from their

respective assets, and no officer, agent, employee or partner of any of said entities shall have

any personal obligation responsibility or liability for the performance of the terms of this

Agreement.

11) RECORDING. The approved conditions of rezoning set forth in this ordinance, or an

affidavit or memorandum giving notice thereof, shall be filed by the City Zoning

Administrator with the Ingham County Register of Deeds.

Item 10 Public Hearing – 841 Timberlane Street Consideration of an application from University Reformed Church for Special Use Permit approval for the property at 841 Timberlane Street. The proposed application would allow the church to occupy the existing building on the site (the former East Lansing Public Schools administration building). Triplett opened the public hearing on Special Use Permit application from University Reformed Church for the property at 841 Timberlane Street. Seeing no one come forward, Triplett closed the public hearing. It was moved by Beard and seconded by Loomis to approve an application from University Reformed Church for Special Use Permit approval for the property at 841 Timberlane Street, subject to the six conditions as outlined in the August 27, 2012 memorandum from the Planning Commission. ALL YEAS MOTION CARRIED Item 11 Consent Agenda City Manager George Lahanas reviewed the Consent agenda:

1. Approval of the appointment of Mary Haskell as officer delegate to annual meeting of Municipal Employees’ Retirement System (MERS) on October 3 – 5, 2012.

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2. Approval of a FY13 budget amendment in the amount of $25,450 to both the Parks and Recreation Fund and the Capital Improvement Projects – Parks Fund to assist in financing the Fine Park Improvement Contract awarded by Council at the August 21, 2012 meeting.

3. Approval to authorize the City Manager to transfer $4,601 from the Active Living for Adults (ALFA) Memorial Donations Account to the ALFA Foundation, a 501c3 organization.

4. Approval of a resolution declaring September 17 – 23, 2012 Constitution Week.

5. Approval of a street closure request for the corner of Lantern Hill Drive and Cedarhill Drive on October 6, 2012 from 11:00 a.m. to 6:00 p.m. for a block party.

6. Approval of a street closure request for Evergreen Avenue between Northlawn Street and Centerlawn Avenue on September 8, 2012 from 3:30 pm. to 8:30 p.m. for a block party.

7. Approval of the following street closures to accommodate the Capital City River Run (CCRR) half marathon on Sunday, September 16, 2012:

One lane on eastbound Michigan Avenue from western boundary of the City to Harrison Road from 8:15 a.m. to 9:00 a.m.

Harrison Road from Michigan Avenue intersection south about 800 feet to the walkway between the Kellogg Center parking ramp and Kellogg Center from 8:45 a.m. to 9:30 a.m.

Harrison Road at Kalamazoo Street from 8:50 a.m. to 9:50 a.m.

8. Approval of the following street closures to accommodate the East Lansing High School Homecoming parade on Friday, October 5, 2012:

Old Hickory Lane between Whitehills Drive and Burcham Drive from 5:00 p.m. to 6:00 p.m.

Burcham Drive between Old Hickory Lane and M.A.C. Avenue from 5:00 p.m. to 6:00 p.m. or until the last unit has moved off Burcham Drive

M.A.C. Avenue from Burcham Drive and Albert Avenue from 5:25 p.m. to 6:10 p.m.

Albert Avenue from M.A.C. Avenue to Bailey Street from 5:30 p.m. to 6:10 p.m.

Bailey Street between Albert Avenue and Burcham Drive from 5:15 p.m. to 6:15 p.m. or until the last unit has moved off Bailey Street

9. Approval of the following street closures to accommodate the MSU Homecoming parade on Friday, October 12, 2012:

Abbot Road between Whitehills Drive and Burcham Drive from 3:00 p.m. to 7:00 p.m. for parade staging

Centerlawn Avenue from Forest Street to Abbot Road from 3:00 p.m. to 7:00 p.m. for staging

Northlawn Street from Forest Street to Abbot Road from 3:00 p.m. to 7:00 p.m. for staging

Evergreen Avenue from Centerlawn Avenue to Northlawn Street from 3:00 p.m. to 7:00 p.m. for staging

Forest Street from Centerlawn Avenue to Northlawn Streen from 3:00 p.m. to 7:00 p.m. for staging

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Fern Street from Abbot Road to Evergreen Avenue from 3:00 p.m. to 7:00 p.m. for staging

Abbot Road from Burcham Drive to Grand River Avenue from 5:45 p.m. to 7:15 p.m. or until the last unit has moved off Abbot Road onto Grand River Avenue

Grand River Avenue between Abbot Road and Collingwood Drive entrance from 5:45 p.m. to 7:15 p.m. or until the last unit has moved off Grand River Avenue

Burcham Drive between Old Hickory Lane and Abbot Road from 4:00 p.m. to 6:15 p.m. or until the last unit has moved off Burcham Drive

10. Introduce and set a public hearing for October 2, 2012, for an application from Spartan Technology Development for modified Special Use Permit approval for the property at 2000 Merritt Road. The proposed application would allow a portion of the existing office space on the property to be converted to allow a tasting room and retail sales of products produced by biomanufacturing and distilling on the property. The property is zoned OIP, Office Industrial Park District.

11. Set a public hearing for October 2, 2012, for Ordinance No. 1274; an application from DTN Management to rezone the property at 316 Gunson Street, 400 Gunson Street, and 1130 Beech Street from RM-14, Low Density Multiple-Family Residential, to RM-54, University Oriented Multiple-Family Residential.

12. Approval to authorize City Manager to execute a contract with low bidder Harmon Sign, Inc. for the East Lansing Wayfinding Signage Project in the amount of $65,000 for providing and installing new wayfinding signs in the downtown; and also authorize the City Manager to execute any necessary change orders up to $10,000 above the contract price as required to complete the project.

13. Approval of the appointment of Don Davis to the Planning Commission for a term ending December 31, 2013.

Loomis requested Items 21 and 22 on the Consent agenda be scheduled for discussion at an upcoming work session:

Introduce and set a public hearing for October 2, 2012, for an application from Spartan Technology Development for modified Special Use Permit approval for the property at 2000 Merritt Road. The proposed application would allow a portion of the existing office space on the property to be converted to allow a tasting room and retail sales of products produced by biomanufacturing and distilling on the property. The property is zoned OIP, Office Industrial Park District.

Set a public hearing for October 2, 2012, for Ordinance No. 1274; an application from DTN Management to rezone the property at 316 Gunson Street, 400 Gunson Street, and 1130 Beech Street from RM-14, Low Density Multiple-Family Residential, to RM-54, University Oriented Multiple-Family Residential.

It was moved by Beard and seconded by Loomis to approve the Consent agenda. ALL YEAS MOTION CARRIED

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City of East Lansing, Michigan

Resolution Declaring September 17-23, 2012 Constitution Week

September 4, 2012

WHEREAS, the Constitution of the United States of America secures the blessing of liberty for all Americans and embodies the principles of life, liberty, and the pursuit of happiness; and,

WHEREAS, September 17, 2012, marks the two hundred and twenty-fifth

anniversary of the drafting of the Constitution of the United States of America by the Constitutional Convention. Many schools and many communities will be honoring the occasion during the declared 2012 Constitution Week of September 17-23, 2012; and the Friday previous to that weekend; and,

WHEREAS, this anniversary provides an opportunity for all Americans to reflect on

the rights and privileges of citizenship and to learn about and celebrate the achievements of the founders of our nation; and,

WHEREAS, this body recognizes that there are many opportunities in which people

of all ages may become involved: read a book from the local library, study an aspect of the seven Articles or one or two of the twenty seven Amendments, schedule for your book club a book about one of the signers of the Constitution, attend the Constitution Day playing of the bells at the Carillon on campus at Michigan State University on September 17th at noon or attend a special lecture on the Constitution on campus or some other creative way; NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of East Lansing hereby declares the week of September 17-23, 2012 as Constitution Week in the City of East Lansing and urges all citizens to rededicate themselves to our country, to the support and defense of our Constitution, and to a greater involvement in responsible citizenship. Item 12 Business Agenda

1. St. Anne Report Triplett said at the July 24 meeting Council voted to require weekly reports regarding deficiencies in St. Anne Lofts project and that City Manager will have officials responsible available at each Council meeting to answer questions until a certificate of occupancy is issued. He also said additional information was provided in Council add-on packet for tonight’s meeting. Tim Dempsey, Planning and Community Development Director, referred to his memo in Council packet and said information provided to Council includes temporary Certificate of Occupancy for floors two through four; letter dated August 15, 2012, which outlines remaining outstanding items; and letter and emails regarding Design Professional Responsible in Charge. Dempsey said outstanding items response is expected by next Friday.

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Council discussed outstanding items and deadline, inspections, C2AE review of reports, design professional responsible in charge, structural integrity of the building, and enforcement of compliance. Loomis said there are a lot of loose ends and he is concerned regarding liability. He said there are still significant technical open items in the C2AE report that need to be addressed. He requested a communication from C2AE regarding resolution of these items. Council discussed weekly status reports on this project, full and partial compliance, and best information available. Triplett said this item will again be on September 11 Council work session agenda and requested a synthesis of outstanding items from C2AE report, the temporary certificate of occupancy, and the August 15 letter from Scott Weaver, Building Official, to Kris Elliott of St. Anne, LLC. Tom Yeadon, City Attorney, referenced his memo dated August 31, 2012. He said there is no Establishment Clause of the First Amendment violation in the St. Anne project, and said the City is prohibited from requiring removal of an architectural feature. Beard requested staff report regarding form based code zoning. Dempsey said that could be included in the update of the Comprehensive Plan. Triplett requested that Yeadon’s August 31 memorandum be placed on the City website where it can be easily located by residents. Item 13 Adjournment It was moved by Loomis and seconded by Beard to adjourn. ALL YEAS MOTION CARRIED There being no further business the meeting was adjourned at 8:39 p.m. ___________________________________ ___________________________________ Nathan Triplett Nancy O. Wagner Mayor Pro Tem Administrative Secretary

Attachment B

Document Number: ELAN 12L1D

Corporate: 888 West Big Beaver Road • Suite 600 • Troy • Michigan 48084-4749 • 248-269-1000 • www.newworldsystems.com ELAN 12L1D 0906 (12L1B 0905) - executable.doc

STANDARD SOFTWARE LICENSE AND SERVICES AGREEMENT

September 6, 2012

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 the City of East Lansing, MI, (“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 ...................... CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS /

MODIFICATIONS AND / OR CUSTOM SOFTWARE

Exhibit H ...................... BUDGET ESTABLISHED FOR CUSTOMER REQUESTED STANDARD

SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM

SOFTWARE

Exhibit I ........................ ESCROW OF SOFTWARE SOURCE CODE

Exhibit J ....................... INCORPORATION BY REFERENCE OF NEW WORLD’S RESPONSE TO

CUSTOMER’S RFP SOFTWARE SPECIFICATIONS

Appendix 1 .................... STATEMENT OF WORK

By signing below, each of us agrees to the terms and conditions of this Agreement together with the attached

Exhibits and Appendix. This Agreement contains the complete and exclusive statement of the agreement

between us relating to the matters referenced herein and replaces any prior oral or written representations or

communications between us. Each individual signing below represents that (s)he has the requisite authority

to execute this Agreement on behalf of the organization for which (s)he represents and that all the necessary

formalities have been met. If the individual is not so authorized then (s)he assumes personal liability for

compliance under this Agreement.

ACKNOWLEDGED AND AGREED TO BY:

NEW WORLD SYSTEMS

CORPORATION

(New World)

CITY OF EAST LANSING, MICHIGAN

(Customer)

By: ___________________________________ Larry D. Leinweber, President

By: ___________________________________________ Authorized Signature Title

By: ___________________________________________ Authorized Signature Title

Date: __________________________________

Date: _________________________________________

The “Effective Date” of this Agreement is the latter of the two dates in the above signature block.

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DEFINITIONS The following terms as defined below are used throughout this Agreement:

1. “Authorized Copies”:

Except as provided in subparagraph 1.3, the only authorized copies of the Licensed Software and Licensed Documentation are the

copies of each application software package defined in this Paragraph. They are:

(i) the single copy of the Licensed Software and the related Licensed Documentation delivered by New World under this

Agreement; and

(ii) any additional copies made by Customer as authorized in subparagraph 1.2.

2. “An Authorized User/Workstation”:

Subject to the number of users specified in Exhibit A, any PC workstation that is connected to access the Licensed Software resident

on Computer and that may be logged on to access the programs, interfaces, data, or files created and/or maintained by the Licensed

Software. 3. “Computer”:

The .NET Server(s) to be located at:

City of East Lansing

410 Abbott Road

East Lansing, MI 48823

Customer shall identify in writing the serial number of the Computer within ten (10) days of receipt of the Computer or within ten

(10) days of the Effective Date, whichever is later. If the Computer is to be relocated, Customer shall notify New World of the new

location in writing prior to the relocation.

4. “Confidential Information”:

Information disclosed or obtained by one party in connection with, and during the term of, this Agreement and designated as

“Confidential” by the party claiming confidentiality at the time of disclosure. Confidential Information does not include any

information which was previously known to the other party without obligation of confidence or without breach of this Agreement, is

publicly disclosed either prior or subsequent to the other party’s receipt of such information, or is rightfully received by the other party

from a third party without obligation of confidence.

5. “Customer Liaison”:

A Customer employee assigned to act as liaison between Customer and New World for the duration of this Agreement. Within ten

(10) days of the Effective Date, Customer shall notify New World of the name of the Customer Liaison.

6. “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.

7. “Development Software”:

Standard application software currently under development by New World which, if applicable, will be completed and delivered to

Customer as Licensed Standard Software when available.

8. “Hourly Rate”:

As described in this Agreement, New World shall provide services to Customer at the rate of $140/hour. The hourly rate is protected

for 12 months after the Effective Date, at which time the hourly rate shall be the then-current New World hourly rate but no more

than 5% greater than the prior rate. 9. “Installation of Licensed Standard Software”:

Installation of the Licensed Standard Software shall be deemed to occur, for all billings or other events described herein, upon the

earlier of:

(a) the transfer or loading of the Licensed Standard Software onto a Customer server or computer, or

(b) thirty (30) days after delivery of the Licensed Standard Software.

10. “Licensed Custom Software”:

Any software (programs or portions of programs) developed by New World specifically for Customer’s own use.

11. “Licensed Documentation”:

New World User Manuals which includes the current specifications for the Licensed Standard Software and other written instructions

relating to the Licensed Software (such as Product Bulletins, installation instructions, and training materials).

12. “Licensed Products”:

The Licensed Software, the related Licensed Documentation, and the Authorized Copies of the foregoing.

13. “Licensed Software”:

The Licensed Standard Software, Development Software, Upgrades, and Licensed Custom Software provided under this Agreement.

14. “Licensed Standard Software”:

The current version of New World standard and development application software package(s) (in machine readable code) listed in

Exhibit A.

15. “SSMA”:

The New World Standard Software Maintenance Agreement as set forth in Exhibit C.

16. “Travel Expenses”:

All actual and reasonable travel expenses incurred by New World for trips relating to this project, including but not limited to, airfare,

rental car, lodging, mileage, parking/tolls, and daily per diem expenses. 17. “Travel Time”:

Actual New World employee travel time billed at the Hourly Rate up to, but not exceeding, four (4) hours per each trip relating to this

project. 18. “Upgrades”:

Any enhanced and/or improved versions of the Licensed Standard Software provided as Licensed Standard Software under Exhibit C

of this Agreement and released after the execution of this Agreement.

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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

Licensed Software only on the Computer and only for its internal processing needs. Customer shall

have the right and license to use, enhance, or modify the Licensed Software only for Customer’s own use and only on the Computer and only on an authorized workstation. New World will deliver to

Customer one copy of each application of the Licensed Software (in machine readable form

compatible with the specified operating environment) and one copy of the related Licensed

Documentation. If Customer fails to pay all license fees specified in Exhibit A and the applicable

custom software fees, if any, Customer shall forfeit the right and license to use the Licensed Products

and shall return them to New World.

1.2 In order to assist Customer in the event of an emergency, Customer is permitted to make up to two

(2) back-up copies on magnetic media of each application of the Licensed Software and one back-up

copy of the related Licensed Documentation. These Authorized Copies may be stored as defined

above so long as they are kept in a location secure from unauthorized use. Customer or anyone

obtaining access through Customer shall not copy, distribute, disseminate, or otherwise disclose to

any third party the Licensed Products or copies thereof in whole or in part, in any form or media. This restriction on making and distributing the Licensed Products or copies of any Licensed Product,

includes without limitation, copies of the following:

(i) Program libraries, either source or object code;

(ii) Operating control language;

(iii) Test data, sample files, or file layouts;

(iv) Program listings; and

(v) Licensed Documentation.

1.3 Upon written request by Customer, and with written permission by New World, additional

Authorized Copies may be made for Customer’s internal use only.

2.0 OWNERSHIP 2.1 The Licensed Products and all copyright, trade secrets and other proprietary rights, title and interest

therein, remain the sole property of New World or its licensors, and Customer shall obtain no right,

title or interest in the Licensed Products by virtue of this Agreement other than the nonexclusive,

nontransferable, non-assignable license to use the Licensed Products as restricted herein.

2.2 The license to use any Licensed Custom Software provided under this Agreement, if any, is included

in this license. New World shall have the right to use any data processing ideas, techniques, concepts,

and/or know-how acquired by it in the performance of services under this Agreement including the

development of Licensed Custom Software for the advancement of its own technical expertise and the

performance of other Software License and Service Agreements or any other applicable agreements.

New World shall have, without restriction, the right to use all programs, procedures, information, and

techniques that are publicly available, obtained or obtainable from third parties and/or developed

independently by New World without specific reference to Customer’s organization.

3.0 CORRECTION AND SOFTWARE MAINTENANCE ON STANDARD SOFTWARE

3.1 New World provides software correction service and maintenance for the Licensed Standard Software

during the term of Customer’s SSMA. See Exhibit C for a description of the SSMA start date and

term, the services available and the applicable fees and procedures.

4.0 WARRANTIES

4.1 New World warrants, for Customer’s benefit only, that the Licensed Standard Software will perform

as specified in its user manuals based on the then-current release of the Licensed Standard Software.

4.2 New World warrants, for Customer’s benefit only, that it possesses the necessary intellectual rights to

license to Customer the Licensed Standard Software provided hereunder. 4.3 New World warrants, for Customer’s benefit only, that the items coded yes in the Response to

Customer’s RFP will be met as described in Exhibit J.

4.4 New World represents that all services shall be provided with a reasonable standard of care, in a

workmanlike and professional manner; and each of the human resources assigned to perform services

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for Customer shall be fully qualified, experienced, and technically trained and shall perform the

services in a reasonably cost-efficient manner.

The foregoing warranties do not apply if the Licensed Product(s) have been modified by any party other than

New World. Except as stated herein, New World does not warrant that the features or functions of the

Licensed Software will meet Customer’s requirements or in any combination or use Customer selects. EXCEPT AS SPECIFICALLY PROVIDED IN THIS PARAGRAPH 4.0, AND ITS SUBSECTIONS, NEW

WORLD EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO

THE LICENSED PRODUCTS, INCLUDING BUT NOT LIMITED TO, THE LICENSED PRODUCTS’

CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED

WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF

TRADE.

5.0 INSTALLATION AND TRAINING SUPPORT SERVICES

5.1 As provided for in Exhibit B and concurrent with timely payments, New World shall make available

to Customer qualified representative(s) who will provide installation and training support services for

each application of the Licensed Software delivered. See Exhibit B for a description of the services

provided and the applicable fees and procedures.

6.0 CUSTOMER LIAISON AND CUSTOMER RESPONSIBILITIES

The successful implementation of the Licensed Products into Customer’s environment requires Customer’s

commitment to and cooperation in the implementation process. Accordingly, Customer hereby agrees to the

following:

6.1 Customer understands that the Licensed Software is designed to run in a specified operating

environment which includes hardware, software and related equipment not provided by New World.

Customer is responsible for assuring that the appropriate hardware equipment, related components

and all cabling are installed timely and are suitable for the successful installation of the Licensed

Software.

6.2 Customer agrees to provide the management interface and support necessary to successfully complete the implementation of the Licensed Software. This support includes upper level management priority

setting and timely involvement during and after a change in Customer’s organization, Customer’s

operations and/or after changes in Customer’s internal policies or procedures which directly affect the

software implementation.

6.3 Customer shall assign an upper level employee to serve as the Customer Liaison for the 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 requests for information;

(ii) coordinate a mutually agreeable implementation and training schedule;

(iii) identify the person(s) with authority to sign for and obligate Customer to any matters relating to service requests, design documents, performance test documents and/or delivery and

service dates;

(iv) in situations where Customer participation is required, provide timely input for systems

definition, detail design, and use of the software system.

6.4 Customer is responsible for creating and maintaining its master files, tables and the like which

includes accurate data entry, accurate file editing and overall file control to assure successful systems

performance.

6.5 Customer shall provide qualified personnel with sufficient backup to be trained to use the Licensed

Software and to interpret the output. 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. To the extent Customer imposes additional requirements on New World for

services other than those expressly provided in this Agreement, New World retains the right to make

additional price adjustments and/or any other adjustments that may be necessitated. Before performing

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these additional services, New World will notify Customer that the services are subject to additional

charge(s).

7.2 If Customer wishes to add additional authorized workstations or Licensed Standard Software,

Customer agrees to pay the additional License fees at the then current software prices in effect.

SSMA fees shall be increased according to the additional Licensed Standard Software fees on the next

annual billing date after the additional workstations and/or Licensed Standard software is added, or as specified in the future contract. With said payments, the license provided in 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 NON-RECRUITMENT OF PERSONNEL

8.1 During, and for a period of twenty-four (24) months after the expiration of, the Standard Software

Maintenance Agreement and/or any renewal maintenance agreement, each party agrees not to solicit or hire current or former employees of the other without the other’s prior written consent.

9.0 CONFIDENTIAL INFORMATION / NON-DISCLOSURE AGREEMENT

9.1 Subject to the requirements of the Freedom 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

agrees to timely notify New World of any request(s) made for disclosure of confidential information.

9.2 Subject to the requirements of the Freedom of Information Act (FOIA) and/or other comparable

applicable state law, Customer hereby acknowledges and agrees that all Licensed Products are Confidential Information and proprietary to New World. In addition to the other restrictions set forth

elsewhere in this Agreement or otherwise agreed to in writing, Customer agrees to implement all

reasonable measures to safeguard New World’s proprietary rights in the Licensed Products, including

without limitation the following measures:

(i) Customer shall only permit access to the Licensed Products to those employees who

require access and only to the extent necessary to perform Customer’s internal processing

needs.

(ii) With respect to agents or third parties, Customer shall permit access to the Licensed

Products only after New World has received, approved and returned a fully executed Non-

Disclosure Agreement to Customer (see Exhibit D). New World reserves the right to

reasonably refuse access to a third party after it has evaluated the request. Customer

agrees to provide information reasonably requested by New World to assist New World in evaluating Customer’s request to permit third party access to the Licensed Products. In

addition to any other remedies, New World may recover from Customer all damages and

legal fees incurred in the enforcement of this provision on third party access;

(iii) Customer shall cooperate with New World in the enforcement of the conditions set forth

in the attached Non-Disclosure Agreement or any other reasonable restrictions 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.

9.3 New World hereby acknowledges and agrees that all payroll information, social security numbers, and any other personal identification information for Customer’s employees is confidential and, in

addition to the other restrictions set forth elsewhere in this Agreement or otherwise agreed to in

writing, New World agrees to implement all reasonable measures to safeguard Customer’s

confidential information including, without limitation, the following measures:

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i. New World shall only permit access to the information to those employees who require

access and only to the extent necessary to perform New World’s services for Customer.

ii. New World shall not permit access to the information to agents or third parties unless first

approved in writing by Customer. In addition to any other remedies, Customer may

recover from New World all damages and legal fees incurred in the enforcement of this

provision on third-party access. 9.4 The parties agree that in addition to any other remedies that may be available at law, equity, or

otherwise, the parties 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 section

9.0 on confidentiality and non-disclosure without the requirement of posting a bond or proof of injury

as a condition for the relief sought.

10.0 LIMITATION OF LIABILITY AND RECOVERABLE DAMAGES

New World’s entire liability and Customer’s exclusive remedies are set forth below:

10.1 For any claim relating to the non-conformance or imperfection of any licensed software provided

under this Agreement, New World will correct the defect so that it conforms to the warranties set

forth in subparagraph 4.1; or if after repeated attempts to correct the non-conformity, New World is

unable to correct the non-conformity, then Customer may recover its actual damages subject to the

limits set forth in subparagraph 10.2 below. For any other claim arising under or in connection with this Agreement, Customer may recover its actual damages subject to the limits set forth in

subparagraph 10.2 below.

10.2 Except for claims covered under the insurance policies described in Section 13 below, New World’s

total liability to Customer for all claims relating to the Licensed Products and this Agreement,

including any action based upon contract, tort, strict liability, or other legal theory, shall be limited to

Customer’s actual damages and in no event shall New World’s liability exceed the fees paid to New

World up to the one-time project cost described in Exhibit AA.

10.3 Neither party shall be liable for any special, indirect, incidental, punitive, exemplary, or consequential

damages, including loss of profits or costs of cover, arising from or related to a breach of this

Agreement or any order or the operation or use of the Licensed Products including such damages,

without limitation, as damages arising from loss of data or programming, loss of revenue or profits, failure to realize savings or other benefits, damage to equipment, and claims against a party by any

third person, even if the party has been advised of the possibility of such damages.

10.4 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.

11.0 INTEGRATION WITH U.S. COPYRIGHT ACT

11.1 In addition to all other provisions provided under this Agreement, Customer agrees to be bound by

and to comply with any and all provisions of the U.S. Copyright Act (The Copyright Act of 1976,

U.S.C. Sections 101-810 (1976) as amended). If a provision of the U.S. Copyright Act and this

Agreement conflict, the more restrictive of the two applies. If it cannot be determined which is the

more restrictive, then the provision within this Agreement shall apply.

12.0 INDEPENDENT CONTRACTOR

12.1 New World is an independent contractor. The personnel of one party shall not in any way be

considered agents or employees of the other. To the extent provided for by law, each party shall be

responsible for the acts of its own employees.

12.2 Each party shall be responsible for Workers’ Compensation coverage for its own personnel.

13.0 INSURANCE REQUIREMENTS

New World shall not commence work under this Agreement until it has obtained the insurance required

under this paragraph and shall provide a certificate of insurance to the Customer naming the Customer as a

certificate holder, which certificate shall provide that the Customer shall receive at least 30 days prior notice of cancellation or nonrenewal of such insurance.

13.1 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.

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13.2 Liability and Property Insurance – Comprehensive Form: New World shall procure and maintain

during the term of this Agreement, Liability and Property Damage Insurance in an amount not less

than $1,000,000 on account for each accident; and in an amount not less than $1,000,000 for each

accident for damage to property.

13.3 Automobile Liability Insurance: New World shall procure and maintain during the term of this

Agreement, Hired and Non-Ownership Motor Vehicle Bodily Injury and Property Damage Insurance in an amount not less than $1,000,000 for injuries, including accidental death, to each person; and,

subject to the same limit for each person, in an amount not less than $1,000,000 for each accident; and

in an amount not less than $1,000,000 on account for each accident for damage to property, provided

however that the combined single limit for all automotive related claims shall not exceed $1,000,000.

14.0 DISPUTE RESOLUTION PROCEDURE

14.1 Any dispute or controversy arising out of or relating to this Agreement, or breach thereof, shall be

settled by the following procedure.

Level 1: Before entering into Level 2 or Level 3 of this Dispute Resolution Procedure (DRP), New

World and Customer shall enter into a series of management meetings for the purpose of

resolving the dispute or controversy through normal business management practices. The

series of meetings, consisting of not less than three face-to-face meetings, must be held between upper-level managers of both Customer and New World. Both parties agree to

put forth their best efforts in these meetings. The first meeting shall be held at Customer’s

offices and subsequent meetings will alternate between New World and Customer’s

offices. The Level 1 period shall begin when one party gives notice to the other by certified

mail that it is entering into this Level 1 procedure to resolve the dispute.

Level 2: Only after the parties have completed Level 1 of the DRP without resolving the dispute or

controversy and before entering into Level 3 of the DRP, Customer and New World shall

enter into a mediation process. Each party shall bear its own costs in preparing for and

conducting mediation, except that the joint costs, if any, of the actual mediation proceeding

shall be shared equally by the parties. The mediation process is defined as follows:

The parties shall select a mutually agreeable mediator to aid the parties in resolving the dispute or controversy. The mediator shall not be an employee or former

employee of either party. The mediation shall be held at a location chosen by New

World.

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 a Court of appropriate jurisdiction.

Each party shall bear the cost of their own legal expenses if Level 3 is used.

15.0 TERMINATION

15.1 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 and reassigning personnel if necessary to improve the working relationship;

(iv) At the end of ninety (90) days unless the termination has been revoked in writing by

Customer, the Agreement terminates.

15.2 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;

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(iii) If the cited reason for termination is Customer’s failure to fulfill its responsibilities,

Customer shall have ninety (90) days from receipt of said notice to correct any actual

deficiencies in order to satisfy the terms of this Agreement;

(iv) During the applicable cure period, New World will use sound management practices and its

best efforts to resolve any issues or obstacles – including the reassignment of personnel if

necessary to improve the working relationship; (v) At the end of the applicable cure period, unless the termination has been revoked in writing by

New World, the Agreement terminates.

15.3 In the event of termination by either party, New World shall continue to provide its services, as

previously scheduled, through the termination date and the Customer shall continue to pay all fees and

charges incurred through the termination date as provided in the attached Exhibits.

15.4 Upon termination, Customer shall return to New World all Licensed Products, including any copies

provided to or created by Customer under this Agreement.

15.5 Nothing in this paragraph on termination is intended to infer that either party has or does not have a

claim for damages.

15.6 The Terms and Conditions relating to ownership, warranties, non-recruitment of personnel,

confidentiality and non-disclosure, limitation of liability and recoverable damages, Copyright Act,

dispute resolution and the General provisions (18.0), survive termination. 15.7 Customer’s unwillingness to sign off on a SOW step or change order shall not be considered an act of

termination under this Section and the provisions of this Section 15 shall not apply to said act.

16.0 INDEMNIFICATION

16.1 New World agrees to indemnify and save the Customer harmless from and against any and all

judgments, suits, costs, and expenses subject to the limits set forth in this Agreement resulting from

any alleged infringement of any patent or copyright arising from the licensing of the Licensed Standard

Software pursuant to this Agreement, provided that Customer has notified New World in writing of

such allegation within thirty (30) days of the date upon which the Customer first receives notice

thereof. New World’s obligation to indemnify and save Customer harmless under this paragraph is

void if the claim of infringement arises out of or in connection with any modification made to the Licensed Standard Software or any use of the Licensed Standard Software not specifically authorized

in writing by New World.

16.2 New World agrees to provide a limited indemnification for the acts of its employees, but not

indemnification for its Licensed Products, except as the Licensed Products are indemnified under the

provisions of Paragraph 16.0.

The limited indemnification for New World employees shall only apply in those situations where New

World’s insurance coverage in Paragraph 13 does not cover all or a portion of a claim. If the insurance

does not cover all or a portion of a claim, then subject to a recovery limitation of direct damages up to

the Exhibit A Licensed Standard Software fees paid to New World, the following shall apply.

New World assumes the liability for all losses, claims, damages (including loss of use), expense demands, claims, damages and judgments in connection with or arising out of any injury or damage to

property, sustained in connection with, or to have arisen out of the performance of, New World, and

New World’s agents, subcontractors, servants and employees, including losses, expenses or damages

sustained by the Customer and losses, expenses or damages to New World or New World’s

subcontractor’s vehicles or property. New World hereby undertakes and agrees to indemnify, defend

and hold harmless the Customer, individually or collectively, and the officers, agents, servants and

employees of the Customer, from any and all such losses expenses, damages (including loss of use,

judgments, demands and claims), and shall defend any suit or action brought against them, or any of

them, based on any alleged injury (including death) or damage (including loss of use) and shall pay all

damages, judgments, costs and expenses, including attorney’s fees, in connection with said damages

and claims resulting therefrom. The foregoing assumption, indemnification, hold harmless and undertaking of defense shall not apply to any loss, damage, expenses, demand, claim or cause of action

arising out of, or caused by the sole negligence of the Customer, individually or collectively, or the

officers, agents or employees of said Customer.

City of East Lansing, MI CONFIDENTIAL Page 9 of 33 ELAN 12L1D 0906 (12L1B 0905) - executable.doc

17.0 NOTICES

17.1 Notices to Customer shall be deemed effective when sent by Registered or Certified U.S. Mail to the

business address of the Customer.

17.2 Notices to New World shall be deemed effective when sent by Registered or Certified U.S. Mail to the

following address (or to any other address so specified by New World):

New World Systems Corporation 888 West Big Beaver, Suite 600

Troy, Michigan 48084

Attention: President

18.0 GENERAL

18.1 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.

18.2 This Agreement is governed by the laws of the State of Michigan and it shall be binding on the

successors and assigns of the parties.

18.3 Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision or

any other provision of this Agreement. 18.4 No action, regardless of form, arising out of the services performed or Licensed Products delivered

hereunder, may be brought by either party more than two (2) years after the cause of action has

accrued.

18.5 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.

18.6 This Agreement is entered into solely for the benefit of New World and Customer. No third party

shall have the right to make any claim or assert any right under it, and no third party shall be deemed a

beneficiary of this Agreement.

18.7 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

agreements authorizing such extension of terms and conditions. If this is done, Customer assumes no

authority, liability, or obligation on behalf of any other public entity that may use this Agreement for

any such purchase.

18.8 Other integrated licensed software and services from New World may be purchased by Customer

under the terms and conditions of this Agreement.

18.9 The parties agree that there shall be no authority on the part of New World to subcontract, assign, or

otherwise dispose of any portion of the services to be performed herein without the prior written

approval of the Customer. In the event that the Customer approves a subcontract, assignment, or

disposition, New World solely shall be responsible for managing, directing and paying the

subcontractors or assignees, and the Customer shall have no obligations whatsoever toward said subcontractors or assignees. Consent to subcontract, assign, or otherwise dispose of any portion of this

Agreement shall not be construed to relieve New World of any responsibility for the fulfillment of

this Agreement.

18.10 New World agrees that it will comply with the City’s Civil Rights Ordinance, Article II, Chapter 22 of

the Code of the City of East Lansing, which in part requires that an employer not discriminate against

any employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges

of employment including benefit plan or system, or a matter directly or indirectly related to

employment because of religion, race, color, national origin, age sex, height, weight, marital status,

sexual orientation, gender identity or expression, student status, because of the use by an individual of

adaptive devices or aids, or because of an arrest record when a conviction did not result, except as

allowed under Section 22-33(b)(6) of Chapter 22. An employer may apply to the City Human Relations Commission for an exemption on the basis that religion, national origin, age, sex, height,

weight, marital status, sexual orientation, gender identity or expression, or student status is a bona fide

occupational qualification reasonably necessary to the normal operation of the business or enterprise.

These requirements of Article II, Chapter 22, shall be considered material terms of this Agreement

and breach of any of these requirements will be regarded as a material breach of this Agreement.

City of East Lansing, MI CONFIDENTIAL Page 10 of 33 ELAN 12L1D 0906 (12L1B 0905) - executable.doc

18.11 The Customer requires satisfactory completion of a criminal background investigation for all persons

having access to Customer’s facilities under this Agreement. New World will be required to provide

to the Customer a list of all employees and employees of sub-contractors who are proposed to be

working under this Agreement, within 10 days of award of Agreement. This list shall include the full

name and date of birth of each employee, any aliases of each employee including maiden names, and

shall differentiate between employees proposed to have access to secure areas of City Hall and those who will work in other areas of Customer’s facilities. Secure areas of City Hall are those areas

utilized for the administration of criminal justice and include: Dispatch, Jail, any portion of the Police

Department, Probation Department and courts.

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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 detailed in Exhibit A $225,000

1. Licensed Standard Software $496,000

2. Less HTE Replacement Discount (271,000)

B. IMPLEMENTATION SERVICES 271,000

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. DATA FILE CONVERSION ASSISTANCE SERVICES as further described in Exhibit F

6. CUSTOM SOFTWARE/MODIFICATION SERVICES as further described in Exhibit G

C. SOURCE CODE ESCROW as further described in Exhibit I 3,000

ONE TIME PROJECT COST: $499,000

D. BUDGET ESTABLISHED FOR CUSTOMER REQUESTED STANDARD SOFTWARE

ENHANCEMENTS / MODIFICATIONS AND/OR CUSTOM SOFTWARE

As further described in Exhibit H $25,000

E. TRAVEL EXPENSES (Estimate) – billed as incurred $10,500

F. STANDARD SOFTWARE MAINTENANCE SERVICES – the services are further detailed in Exhibit C.

G. SOURCE CODE ESCROW MAINTENANCE – the services are further detailed in Exhibit C.

PRICING ASSUMES CONTRACT EXECUTION BY SEPTEMBER 19, 2012.

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Exhibit AA / COST SUMMARY AND PAYMENT SCHEDULE

II. Payments for Licensed Standard Software, Implementation Services, and Third Party Products

DESCRIPTION OF PAYMENT PAYMENT

A. LICENSED STANDARD SOFTWARE as further detailed in Exhibit A $225,000

1. Amount invoiced upon Effective Date (50%) $112,500

2. Amount invoiced upon delivery of each Licensed Standard 112,500

Software (50%)

B. IMPLEMENTATION SERVICES 271,000

1. Amount invoiced upon the Effective Date $61,000

2. Amount invoiced upon completion of SOW Step 3 - 61,000 Complete and Approve Project Plan

3. Amount invoiced upon completion of SOW Step 4A - 61,000

Technical System Setup

4. Amount invoiced upon completion of SOW Step 7 - 61,000

Conduct User Training

5. Amount invoiced upon completion of SOW Step 8 - 27,000

Conduct Go-Live

C. OTHER COSTS 3,000

1. Escrow One-time set-up fee – invoiced upon Effective Date 3,000

TOTAL PAYMENTS: $499,000

D. BUDGET ESTABLISHED FOR CUSTOMER REQUESTED STANDARD SOFTWARE

ENHANCEMENTS / MODIFICATIONS AND/OR CUSTOM SOFTWARE

As further described in Exhibit H $25,000

E. TRAVEL EXPENSES (*Estimate) (These expenses are billed as incurred) $10,500* 1. 35 trips are anticipated.

F. STANDARD SOFTWARE MAINTENANCE SERVICES – as further detailed in Exhibit C

G. SOURCE CODE ESCROW FEES

1. Annual Administrative Fee – first year invoiced upon Effective Date $1,000

Subsequent year's Annual Administrative Fees will not increase more

than 5% over the previous year's Fee.

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 SOFTWARE1,2,3

ITEM DESCRIPTION INVESTMENT

FINANCIAL MANAGEMENT

1. Logos.NET Financial Management Base Suite

$45,000

- General Ledger

- Budget Management

- Annual Budget Preparation

- Accounts Payable

- Revenue/Cash Receipting

2. Logos.NET Additional Financial Management Software

- Asset Management

7,000

- Project Accounting

7,000

- Misc. Billing & Receivables

7,000

- Government (GASB) Reporting

13,000

3. Logos.NET Procurement Management Suite

- Purchasing Base

13,000

SUB-TOTAL FINANCIAL MANAGEMENT MODULES $92,000

PAYROLL & HUMAN RESOURCES SUITE

4. Logos.NET Human Resources Management Base Suite

36,000

- Payroll Processing

- Personnel Management - Position Control

5. Logos.NET Human Resources

- Employee Event Tracking

8,000

- Personnel Action Processing

8,000

6. Logos.NET Benefits Management

- Benefits Administration

7,000

- Employee Retirement Tracking

9,000

- COBRA Billing Administration

7,000

- Workers Compensation Administration

9,000

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7. Logos.NET Additional Payroll & HR Modules

- Applicant Tracking

8,000

- Position Budgeting

8,000

SUB-TOTAL PAYROLL/HUMAN RESOURCES MODULES $100,000

UTILITY MANAGEMENT SUITE

8. Logos.NET Utility Management Software

- Water/Sewer/Refuse Base Package

30,000

9. Logos.NET Additional Utility Management Modules

- Automatic Meter Read (AMR) Interface

4

6,000

- Meter and Device Inventory

8,000

- Service Order Processing

14,000

SUB-TOTAL UTILITY MANAGEMENT MODULES $58,000

COMMUNITY DEVELOPMENT SUITE

10. Logos.NET Community Development Software

- Business Licensing

11,000

- Parcel Management

7,000

- Municipal Inspections

13,000

- Permits

13,000

- Project Planning

13,000

- Code Enforcement

9,000

- Requests for Services Tracking

13,000

11. Logos.NET Additional Community Development Modules

- GIS Integration 5

- Community Development

19,000

Business Licensing (4 screens)

Parcel Management (7 screens)

Permits (2 screens)

Municipal Inspections (4 screens)

Code Enforcement (3 screens)

Requests for Services Tracking (1 screen)

SUB-TOTAL COMMUNITY DEVELOPMENT MODULES $98,000

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eSUITE

12. eSuite Base Software

13,000

13. eFinance

- eSupplier

8,000

- ePayments

8,000

14. eHR

- eEmployee

20,000

- eTimesheets

10,000

- eBenefits Administration

10,000

15. eCommunity

- eLicense

8,000

- ePermits

8,000

16. eUtility

- eUtilities

8,000

SUB-TOTAL eSUITE SOFTWARE MODULES $93,000

BUSINESS ANALYTICS

17. Finance Analytics

- Includes 10+ users

16,000

18. Human Resource/Payroll Analytics

- Includes 7-9 users

14,000

19. Utility Management Analytics

- Includes 3-4 users

9,000

20. Community Development Analytics

- Includes 10+ users

16,000

SUB-TOTAL BUSINESS ANALYTICS SOFTWARE MODULES $55,000

AUTHORIZED USERS

21. Site License for up to 300 Authorized Users 6

Included

NEW WORLD STANDARD SOFTWARE LICENSE FEE

496,000

LESS HTE REPLACEMENT DISCOUNT

(271,000)

TOTAL SOFTWARE LICENSE FEE

7,8 $225,000

Note: A Site License is included for this solution. This Site License entitles the City of East Lansing to

300 authorized users for the Standard Software licensed in Exhibit A, to be divided up between

applications. The Site License is available to only the affiliated Public Administration agencies within

the City of East Lansing.

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Exhibit A / LICENSED STANDARD SOFTWARE AND FEES

ENDNOTES

1 Personal Computers must meet the minimum hardware requirements for New World Systems' Logos.NET

product. Microsoft Windows XP or greater with IE 7.0 or greater is the required operating systems for all

client machines. Windows 2008 Server is required for the Application Server(s), Web Server(s) and Database

Server. Microsoft SQL Server 2008 is required for the Database Server.

2 New World Systems' Logos.NET product requires Microsoft Windows 2008 Server and Microsoft SQL Server

2008 including required Client Access Licenses (CALs) and Windows Server 2008 External Connector (EC)

licenses for applicable Microsoft products. Servers must meet minimum hardware requirements provided by

New World Systems.

3 Suggested minimum: 100MB Ethernet Network. 10MB CAT5 Ethernet Network may have less than adequate

response time. Further consultation would be required to assess your network.

4 Currently supports interfaces to Sensus/Rockwell, Neptune, Itron, Radix, Syscon and Schlumberger devices.

Technical assurance must be obtained to verify the Business Partner's software/hardware release level

interface requirements.

5 GIS integration currently supports either ESRI's ArcIMS or ArcGIS Server software; the ArcIMS and ArcGIS

Server software and any services related to the installation and setup of ArcIMS or ArcGIS are not included in

this proposal. The ArcIMS or ArcGIS Server software would need to be purchased, installed and setup

separately.

6 Additional cost per group of 5 for authorized users is $5,000.

7 Prices assume that all software proposed is licensed.

8 Licensed Software, and third party software embedded therein, if any, will be delivered in a machine readable

form to Customer via an agreed upon network connection.

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Exhibit A / OPTIONAL LICENSED STANDARD SOFTWARE AND FEES

Optional Licensed Standard Software Pricing

Customer may license the following software modules at the indicated current list prices for up to two (2) years from the date of execution of this Agreement.

OPTIONAL SOFTWARE MODULES

LOGOS.NET STANDARD APPLICATION SOFTWARE 1,2,3

ITEM DESCRIPTION INVESTMENT

FINANCIAL MANAGEMENT

1. Logos.NET Additional Financial Management Software

- Grant Management

$7,000

- Bank Reconciliation

5,000

- Work Orders

13,000

2. Logos.NET Additional Financial Management Software

- PC Cash Register Interface

7,000

3. Expanded Revenue Collections

- Integrated Credit Card Processing (development)

7,000

4. Logos.NET Procurement Management Suite

- Contract Accounting

7,000

- Requisition Processing

7,000

- Bid & Quote Management

7,000

- Inventory Management

13,000

PAYROLL & HUMAN RESOURCES SUITE

5. Logos.NET Human Resources

- Random Drug Testing (development)

4,000

6. Logos.NET Benefits Management

- Employee Reimbursement and Advances (development)

9,000

7. Logos.NET Additional Payroll & HR Modules

- Time & Attendance Interface11

8,000

- Benefit Tracking (Non-Employee)

8,000

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eSUITE

8. eFinance

- eBid

8,000

- eMiscellaneous Billing (development)

8,000

9. eHR

- eTraining (development)

10,000

- eRecruit

10,000

10. eHR

- eRequest

8,000

BUSINESS ANALYTICS

12. Dashboards for Financial Management

9,000

13. Dashboards for Human Resources

9,000

14. Dashboards for Utility Management

9,000

15. Dashboards for Community Development

9,000

Note: A discount of 48% will be honored for these Optional Software Modules and protected for one year from

Effective Date.

Note: Training and Support Services cost as well as Maintenance (SSMA) costs for these optional modules are not

included.

ENDNOTES

11 Time & Attendance interface is a two-way interface. Additional support may be required for 3rd Party changes;

not included in SSMA.

OPTIONAL IMPLEMENTATION SERVICES

ITEM DESCRIPTION INVESTMENT

IMPLEMENTATION

1. Interface Installation Service Fees:

- Bank Reconciliation $2,400

- Time and Attendance 4,200

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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 responsibility will include documenting, coordinating and managing the overall Implementation Plan

with Customer’s management and the Customer Liaison. Project Management Services include:

a) a summary level Implementation Plan;

b) a detail level Implementation Plan;

c) revised Implementation Plans (if required);

d) monthly project status reports; and

e) project status meetings

a project review (kickoff) meeting at Customer’s location

progress status meeting(s) will occur during implementation via telephone conference or at Customer’s location; and

a project close-out meeting at Customer’s location to conclude the project.

The implementation services fees described in Exhibit AA include Project Management fees for a period up to

eighteen (18) months after the Effective Date.

2. Implementation and Training Support Hours Recommended

It is recommended that appropriate support hours are allocated for all Licensed Standard Software listed in Exhibit

A to insure successful implementation of and training on each application package. Based on the Licensed Standard

Software listed on Exhibit A, up to 1,000 hours of New World implementation and training support services have been allocated for this project. Excess hours requested shall be billed at the Hourly Rate. Avoiding or minimizing

custom or modified features will aid in keeping the support costs to the amount allocated. Customer agrees to

reimburse New World for support trips canceled by Customer less than ten (10) days before the scheduled start

date to cover New World’s out-of-pocket costs. The recommended implementation and training support services

include:

a) implementation of each package of Licensed Standard Software; and

b) Customer training and/or assistance in testing for each package of Licensed Standard Software.

The project management, implementation and training support services provided by New World may be performed

at Customer’s premises and/or at New World national headquarters in Troy, Michigan (e.g., portions of project management are performed in Troy).

3. Interface Installation Service

New World shall provide interface installation services as described in this paragraph below. These services do not

include hardware and/or third party product costs which shall be Customer’s responsibility, if required. Whenever

possible, these services will be done remotely, resulting in savings in Travel Expenses and Time. If on-site

installation and training is required, Customer will be responsible for the actual Travel Expenses and Time. The

services include the following interfaces.

a) AMR Interface

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Exhibit B / PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORT SERVICES

4. Hardware Quality Assurance Service

New World shall provide Hardware Systems Assurance of Customer’s Logos.NET server(s). These services do not include hardware and/or third party product costs which shall be Customer’s responsibility, if required.

Whenever possible, these services will be provided remotely, resulting in savings in travel expenses and time. If on-

site installation is required, Customer will be responsible for the actual travel expenses and time.

a) Hardware Quality Assurance Services (Standard) Environment:

Hardware Systems Assurance and Software Installation: - Assist with High Level System Design/Layout

- Validate Hardware Configuration and System Specifications

- Validate Network Requirements, including Windows Domain

- Physical Installation of New World Application Servers

- Install Operating System and Apply Updates

- Install SQL Server and Apply Updates

- Install New World Applications Software and Apply Updates

- Establish Base SQL Database Structure

- Install Anti-Virus Software and Configure Exclusions

- Install Automated Backup Software and Configure Backup Routines

- Configure System for Electronic Customer Support (i.e. NetMeeting) - Tune System Performance Including Operating System and SQL Resources

- Test High Availability/Disaster Recovery Scenarios (if applicable)

- Provide Basic System Administrator Training and Knowledge Transfer

- Document Installation Process and System Configuration

5. Additional Services Available

Other New World services may be required or requested for the following:

a) additional software training;

b) tailoring of Licensed Standard Software by New World technical staff and/or consultation with New World technical staff;

c) New World consultation with other vendors or third parties;

d) modifying the Licensed Standard Software;

e) designing and programming Licensed Custom Software; and

f) maintaining modified Licensed Standard Software and/or custom software.

Customer may request these additional services in writing using New World’s Request For Service (RFS)

procedure (or other appropriate procedures mutually agreed upon by Customer and New World and will be

provided at the Hourly 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) beginning on the delivery of

Licensed Standard Software (“Start Date”) and ending on the same calendar date at the conclusion of the SSMA

term. New World shall provide Customer no-charge SSMA for a period of 365 days from the Start Date.

2. Services Included

New World shall provide the following services during the SSMA term.

a) upgrades, including new releases, to the Licensed Standard Software (prior releases of Licensed

Standard Software application packages are supported no longer than nine (9) months after a new

release is announced by New World);

b) temporary fixes to Licensed Standard Software (see paragraph 6 below);

c) revisions to Licensed Documentation;

d) reasonable telephone support for Licensed Standard Software on Monday through Friday from 8:00 a.m. to 8:00 p.m. (Eastern Time Zone); and

e) invitation to and participation in user group meetings.

Items a, b, and c above will be distributed to Customer by electronic means.

Additional support services are available as requested by Customer at the Hourly Rate.

3. Maintenance for Modified Licensed Standard Software and Custom Software

Customer is advised that if it requests or makes changes or modifications to the Licensed Standard Software,

these changes or modifications (no matter who makes them) make the modified Licensed Standard Software

more difficult to maintain. If New World agrees to provide maintenance support for Custom Software or

Licensed Standard Software modified at Customer’s request, or for prior releases of New World’s software, then

the additional New World maintenance or support services provided shall be billed at the Hourly Rate.

4. Billing

Maintenance costs will be billed annually.

5. Additions of Software to Maintenance Agreement

Additional Licensed Standard Software licensed from New World will be added to the SSMA ninety (90) days after

delivery. Costs for the maintenance for the additional software will be billed to Customer on a pro rata basis for the

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

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Exhibit C / STANDARD SOFTWARE MAINTENANCE AGREEMENT

6. Requests for Software Correction on Licensed Standard Software

At any time during the SSMA term, if Customer believes that the Licensed Standard Software does not conform to the warranties provided under this Agreement, Customer must notify New World in writing that there is a claimed

defect and specify which feature and/or report it believes to be defective. Before any notice is sent to New World, it

must be reviewed and approved by the Customer Liaison. Documented examples of the claimed defect 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-

warranty request is handled as a billable Request For Service (RFS) provided at the Hourly Rate.

The no-charge software correction service does not apply to any of the following:

a) situations where the Licensed Standard Software has been changed by anyone other than New

World personnel;

b) situations where Customer’s use or operations error causes incorrect information or reports to be generated; and

c) requests that go beyond the scope of the specifications set forth in the current User Manuals.

7. Maintenance Costs for Licensed Standard Software Packages Covered for .NET Server(s)

New World agrees to provide software maintenance at the costs listed below for the New World Licensed Standard

Software packages described in Exhibit A.

Annual Maintenance Cost Year 1 No charge

Year 2 $55,000

Year 3 55,000

Year 4 55,000

Year 5 55,000

For a comparable range of services, New World agrees that the increase in the annual maintenance cost for years 6

through 10 shall not exceed 5% per year over the prior year.

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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

access to certain New World Systems

Corporation (New World) proprietary and/or confidential information.

Installed At: City of East Lansing Located At: 410 Abbott Road

Customer Name East Lansing, MI 48823 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. Except as required by law, no copies in any form will be made of New World proprietary or confidential information

without the expressed written consent of New World’s President, including without limitation, the following:

a) Program Libraries, whether source code or object code; b) Operating Control Language; c) Test or Sample Files; d) Program Listings; e) Record Layouts; f) All written confidential or proprietary information originating from New World including without

limitation, documentation, such as user manuals and/or system manuals; and/or g) All New World Product Bulletins and/or other New World Product related materials.

2. New World software, New World documentation, or other proprietary or confidential information shall not be used for

any purpose other than processing the records of the Customer identified above as permitted in the Customer’s Standard Software License and Services Agreement with New World.

3. The undersigned agree(s) that this Agreement may be enforced by injunction in addition to any other appropriate

remedies available to New World. If it is determined that the money damages caused by the undersigned’s failure to comply with the foregoing terms are difficult to ascertain, they are hereby estimated at liquidated damages of no less than three times the then-current License Fees for the License Software provided to Customer under the Standard Software License and Service Agreement between Customer and New World.

Agreed and Accepted by Third Party (Organization)

Agreed and Accepted by Third Party (Individual)

Organization: ____________________________________ Individual: ___________________________________

By: ____________________________________________ By: ________________________________________

Title: __________________________________________ Title: _______________________________________

Date: __________________________________________ Date: _______________________________________

___________________________________________ Accepted and Approved by New World Systems Corp.

By: ________________________________________

Title: _______________________________________

Date: _______________________________________

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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 necessarily endorsing the New World software and Customer will not actively

participate in any type of marketing and advertising campaign for or on behalf of New World.

Demonstrations will be coordinated with the appropriate Customer personnel and will be scheduled to minimize the

interruption to Customer’s operations. New World will provide Customer reasonable notice for preparation and

will only schedule activity after Customer’s approval.

This exhibit is not a contracted obligation on the Customer’s part and will not provide any basis for damages to

New World. Customer is not obligated to act as a demonstration site more than four (4) times per year.

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EXHIBIT F

DATA FILE CONVERSION ASSISTANCE

New World will provide conversion assistance to Customer as more fully described in the SOW to help convert the

existing data files specified below. If additional files are identified after the contract execution, estimates will be

provided to Customer prior to New World beginning work on those newly identified files.

1. General

a) This conversion effort includes data coming from one unique data source, not multiple sources.

b) No data cleansing, consolidation of records, or editing of data will be part of the data conversion

effort. Data cleansing, removal of duplicate records, and editing must be led by Customer as part of providing the data to New World

c) For Utilities, if the conversion involves a third-party, a data mapping trip will be required.

Accounts that are included in the conversion are as follows:

1. Active accounts

2. If no active account exists, the most recent inactive account will be converted

3. Any account that owes money

4. Active Services

5. Consumption History for the current meter on the account

d) For Community Development, if the conversion involves a third-party, a data mapping trip will

be required.

2. New World Responsibilities

a) New World will provide Customer with a conversion design document for signoff prior to

beginning development work on the data conversion. No conversion programming by New

World will commence until Customer approves this document.

b) New World will provide the data conversion programs to convert Customers data from a single

data source to the New World Licensed Standard Software for the specified files that contain

500 or more records.

c) As provided in the approved project plan for conversions, New World will schedule a conversion

analysis trip and a separate data conversion testing trip to Customer’s location. The conversion

testing trip for each application is a billable support trip, using standard Exhibit B hours, which is

scheduled in conjunction with the delivery of the converted data to the Customer. d) New World will provide the Customer up to 3 test sets of the converted data. Additional test

sets requested may/will require additional conversion costs.

e) New World will provide the standard conversion record layouts to the Customer and convert the

available data elements defined in the standard conversion record layouts.

f) Best Practices provide for up to seven years of historic data to be converted by New World.

Additional years of data may/will be evaluated by New World and the Customer.

g) Data will be available 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.

f) New World will provide extraction and mapping services of Customer data.

City of East Lansing, MI CONFIDENTIAL Page 26 of 33 ELAN 12L1D 0906 (12L1B 0905) - executable.doc

Exhibit F / DATA FILE CONVERSION ASSISTANCE

3. Customer Responsibilities

a) Customer understands that files or tables containing less than 500 records or table entries will not be converted.

b) As provided in the project plan for conversions, Customer will provide a dedicated resource in

each application area to focus on conversion mapping and testing. This includes dedicating a

support person(s) whenever New World staff is on site regarding conversions. Customer

understands that thorough and timely testing of the converted data by Customer personnel is a

key part of a successful data conversion.

c) Customer agrees to promptly review conversion deliveries and signoff on both the conversion

design document and on the final conversion after the appropriate review. Applying the converted

data to the production (Live) environment will constitute conversion acceptance by Customer.

d) The Customer must provide complete file and field definitions for New World to map the data.

4. Files to be extracted, mapped and converted

Financial

-Vendor Information

-Asset Management (Fixed Assets)

-General Ledger/Budget History

Payroll

-Employee Information

-Employee Detailed Earnings History

Utility

-Utility Information

Community Development

-Business License Information/Contractors

City of East Lansing, MI CONFIDENTIAL Page 27 of 33 ELAN 12L1D 0906 (12L1B 0905) - executable.doc

EXHIBIT G

CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR

CUSTOM SOFTWARE

1. Definition of Project

New World will provide the Customer requested Standard Software Enhancements and/or Custom Software as

discussed below to address the Customer’s requirements. Customer agrees to cooperate in not making

modifications and enhancements too extensive as defined in the 2(b)(1) procedure below.

An analysis and assessment to verify the scope of effort for the project will be conducted. A revised estimate for the

modifications/interfaces may be provided at the conclusion of the assessment. Customer may elect to cancel the

modifications in total or proceed with the modifications/interfaces based on the revised estimate.

Capabilities included in the initial scope:

b) Custom Software/Interfaces

(1) XC2 Backflow Software: Mailing addresses from Utility Billing are exported monthly to

Backflow Software in order to generate letters from XC2.

(2) Library's III Millennium/Sierra (Import AR Info to ERP GL Module): A two-way, user-

initiated, batch process to: import a receivable from a third party system into New World,

collect the payment in New World, export receipt information from New World to the third

party system and import any journal entries created in the third party sytem to New World.

Library's III Millennium/Sierra Software (ERP CR Module): A one-way, user-initated

batch process to import payment receipts from a third party system to New World's revenue

collections module.

With New World providing consultation, Customer is responsible for obtaining technical

contacts and/or technical specifications from the third parties involved.

2. Methodology to Provide Enhancements and/or Custom Software

a) Definition of New World’s Responsibility

This project includes the following activities to be performed by New World.

(1) Review of required features with Customer. Only items identified in Paragraph 1 above will be provided in this implementation plan.

(2) Preparation of Requirements Document (RD) to include:

Detailed description of the required feature

menu samples

screen samples

report samples

(3) Programming and programming test.

City of East Lansing, MI CONFIDENTIAL Page 28 of 33 ELAN 12L1D 0906 (12L1B 0905) - executable.doc

Exhibit G / CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS /

MODIFICATIONS AND / OR CUSTOM SOFTWARE

(4) On-site training, testing and/or other support services at the Hourly Rate.

For modification requiring over fifty (50) hours of work, New World utilizes a design document

procedure [see 2(b)(1) below]. For smaller modifications, New World uses a Request For Service

(RFS) procedure. Both procedures are reviewed with Customer at a pre-installation planning meeting.

The RFS procedure utilizes a form with a narrative description and supporting documentation if

applicable to define the work to be done.

b) Implementation Schedule

Activity Targeted Time Period

(1) Complete Design Review with Customer Staff. Customer

agrees to be reasonable and flexible in not attempting to design the modifications to be more extensive than called for in the

scope (cost and schedule) of this project.

To be determined

(2) New World submits completed RD to Customer. To be determined

(3) RD is accepted and signed off by Customer (no programming will be done by New World until the formal sign-off and

Customer’s authorization to proceed in writing).

To be determined

(4) New World completes programming from RD and provides modified software to Customer.

To be determined

(5) Software Modification Acceptance Test based on RD. To be determined

c) Customer’s Responsibility

All Customer requested changes after RD sign-off must be documented by Customer and authorized

in writing including potential costs, if any. Additional changes will most likely delay the schedule and

may increase the cost.

City of East Lansing, MI CONFIDENTIAL Page 29 of 33 ELAN 12L1D 0906 (12L1B 0905) - executable.doc

EXHIBIT H

BUDGET ESTABLISHED FOR CUSTOMER REQUESTED

STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE

1. Establish a Budget for Software Enhancements and/or Custom Software

As described in Exhibit AA, Customer has allocated a budget of $25,000 to provide customer specific Standard

Software Enhancements, Modifications, or Custom Software. Customer may elect to proceed by providing New

World with a written Notice to Proceed. Upon receipt of a Notice to Proceed, New World shall invoice Customer

for 60% of the associated costs, which Customer agrees to pay within thirty (30) days of invoice. The remaining

40% shall be invoiced upon delivery of the item requested, which Customer agrees to pay within thirty (30) days of

invoice.

2. Notice to Proceed

After receiving a written Notice to Proceed by Customer, New World will provide Customer the requested

Standard Software Enhancements and/or Custom Software as specified in the Notice and/or as further discussed

below. Customer agrees to cooperate in not making modifications and enhancements too extensive as defined in the 3(b)(1) procedure below.

An analysis and assessment (“Assessment”) to confirm the scope of effort for the specified work will be conducted

prior to beginning actual programming work on Customer’s required enhancement(s). If the Assessment exceeds

the budget in this Exhibit, at Customer’s request, New World will provide a revised estimate for the

modifications/interfaces. Within thirty (30) days of receipt of New World’s revised estimate, Customer shall notify

New World whether it will proceed with the modifications/interfaces based on the revised estimate by providing

New World a new Notice to Proceed.

3. Methodology to Provide Enhancements and/or Custom Software

a) Definition of New World’s Responsibility

This project includes the following activities to be performed by New World.

(1) Review of required features with Customer. Only items identified in the Assessment above

will be provided in this implementation plan.

(2) Preparation of Requirements Document (RD) to include a detailed description of the required

feature.

(3) Programming and programming test.

(4) On-site training, testing and/or other support services using Exhibit B rates and fees.

City of East Lansing, MI CONFIDENTIAL Page 30 of 33 ELAN 12L1D 0906 (12L1B 0905) - executable.doc

Exhibit H / BUDGET ESTABLISHED FOR CUSTOMER REQUESTED STANDARD SOFTWARE

ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE

b) Implementation Schedule

Activity Targeted Time Period

(1) Complete Design Review with Customer Staff. Customer

agrees to be reasonable and flexible in not attempting to design

the modifications to be more extensive than called for in the

scope (cost and schedule) of this project.

To be determined

(2) New World submits completed RD to Customer. To be determined

(3) RD is accepted and signed off by Customer (no programming

will be done by New World until the formal sign-off and

Customer’s authorization to proceed in writing).

To be determined

(4) New World completes programming from RD and provides

modified software to Customer.

To be determined

(5) Software Modification Acceptance Test based on RD. To be determined

c) Customer’s Responsibility

All Customer-requested changes after RD sign-off must be documented by Customer and

authorized in writing including potential costs, if any. Additional changes will most likely delay the

schedule and may increase the cost.

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EXHIBIT I

ESCROW OF SOFTWARE SOURCE CODE

So long as Customer pays the applicable fees as described in Exhibit AA, New World stipulates that the source

code for the Licensed Standard Software, together with the related Documentation as it is or becomes available, will

be deposited in an escrow account maintained at a suitable Agent pursuant to an agreement between the Agent and

New World (the “Escrow Agreement”).

New World will from time to time deposit into the escrow account copies of source code for Releases and Versions

of the Licensed Standard Software and related Documentation.

New World or New World’s trustee in bankruptcy shall authorize the Agent to make and release a copy of the applicable deposited materials to Customer upon the occurrence of any of the following events: (i) The existence

of any one or more of the following circumstances uncorrected for more than thirty (30) days: entry of an order for

relief under Title 11 of the United States Code; the making by New World of a general assignment for the benefit of

creditors; or action by New World under any state insolvency or similar law for the purpose of its bankruptcy,

reorganization, or liquidation; unless within the specified thirty (30) day period, New World provides to Customer

adequate assurances, reasonably acceptable to Customer of its continuing ability and willingness to fulfill its

maintenance obligations under this Agreement, (ii) New World or its successor or assigns has ceased its on-going

business operations or that portion of its business operations relating to the sale, licensing and maintenance of the

Software.

In the event of release under this Agreement, Customer agrees that it will treat and preserve the deposited materials

as a trade secret of New World in accordance with generally accepted standards utilized to safeguard trade secrets against unauthorized use and disclosure. This means their use is for internal processing needs only and no additional

copies will be provided to any third parties.

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EXHIBIT J

INCORPORATION BY REFERENCE OF NEW WORLD’S RESPONSE TO CUSTOMER’S RFP

SOFTWARE SPECIFICATIONS

For the applications licensed on Exhibit A, the New World Detail Response to the software specifications of Customer’s RFP is incorporated in this Agreement by reference.

All items coded “Yes” (as qualified) in the New World Detail Response to Customer’s RFP Questionnaire will be

provided to Customer through currently existing Exhibit A software capabilities, Customer’s use of 3rd Party

software, custom programming provided by New World and/or future enhancements to Exhibit A software provided

under Exhibit C. Items that are coded as requiring modification may be provided using Exhibit B support services

hours at the then current hourly rates.

Other than for functioned specifications, if the terms and conditions of the New World Detail Response to the

specifications of the RFP and this Agreement are in conflict, the governing terms and conditions shall be this

Agreement.

If Customer has not licensed the software on Exhibit A to meet a software specification, then that specification shall

not apply in any acceptance test and/or to fulfill the above criteria.

Appendix 1

East Lansing

Michigan

Statement of Work

Prepared by:

New World Systems

888 West Big Beaver Road, Suite 600

Troy, Michigan 48084

Phone: (248) 269-1000

www.newworldsystems.com

September 5, 2012

EAST LANSING, MI STATEMENT OF WORK

Page ii

Proprietary and Confidential ii

Document Control Sheet

General Information

Project Name Project Manager Business Owner (Key Sponsor) Provider Single Point of

Contact

Document Preparation Information

Author Date Organization Name

Phone Number E-Mail

File Location (link)

Distribution and Approvals

Name Title and Organization Signature Approval Date

Change History

Date Change Description Approved By

EAST LANSING, MI STATEMENT OF WORK

Page iii

Proprietary and Confidential iii

Table of Contents

Page

STATEMENT OF PURPOSE ...................................................................................................................................... 1

GENERAL ASSUMPTIONS ....................................................................................................................................... 2

NEW WORLD AND CUSTOMER STAFF .................................................................................................................... 3

NEW WORLD SYSTEMS PROJECT METHODOLOGY OVERVIEW ............................................................................... 5

PHASE: INITIATION ................................................................................................................................................ 8

Step 1: Conduct Start-up Activities .................................................................................................................. 9

PHASE: PLANNING .............................................................................................................................................. 14

Step 2: On-Site Account Management Planning Meeting .............................................................................. 15

Step 3: Complete and Approve Project Plan .................................................................................................. 21

PHASE: CONSTRUCTION ........................................................................................................................................ 26

Step 4: Standard Solution Build ..................................................................................................................... 27

Step 5: Functional Review ............................................................................................................................. 31

Step 6: Finalize Configuration ....................................................................................................................... 34

PHASE: TRANSITION ............................................................................................................................................ 37

Step 7: Conduct User Training ..................................................................................................................... 38

Step 8: Conduct Go-Live ................................................................................................................................ 39

Step 9: Implement Post Go-Live Deliverables................................................................................................. 41

PHASE: CLOSING ................................................................................................................................................. 43

Step 10: Project Closure Activities ................................................................................................................. 44

EAST LANSING, MI STATEMENT OF WORK

Page 1 Proprietary and Confidential

STATEMENT OF PURPOSE

This Statement of Work (SOW) defines the principal activities and responsibilities of the City of East

Lansing, MI, (Customer) and New World for the implementation of an integrated system consisting of:

LOGOS Modules and Functions

Financial Management

Human Resources/Payroll

Community Development

Utility Management

eSuite

Business Analytics

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.

EAST LANSING, MI STATEMENT OF WORK

Page 2

Proprietary and Confidential 2

GENERAL ASSUMPTIONS

1. This Statement of Work will be utilized by New World and Customer to manage

implementation of the New World technology and to transition Customer from its existing

technologies and operation to the technology provided and described in the Agreement.

2. Work will be performed at Customer’s location and New World’s project offices and will be

performed on business days during Customer’s normal business hours, except when both parties

agree otherwise.

3. The project consists of the delivery, installation, configuration, testing, implementation and go-

live of the Licensed Standard Software that provides the functionality and operation described in

this Agreement.

4. Additional work activities and software functionality not described in the Statement of Work will

be considered a change to this project and will be authorized by Customer using the Project

Change Request.

5. Customer and New World expect and agree that the Statement of Work will be modified from

time to time, especially after New World gains a more complete understanding of Customer’s

existing technologies, business practices and operations.

EAST LANSING, MI STATEMENT OF WORK

Page 3

Proprietary and Confidential 3

NEW WORLD AND CUSTOMER STAFF

Responsibilities of New World and Customer staff are described in the Agreement and this Statement

of Work.

NEW WORLD EXECUTIVE SPONSORS

Sandro Viselli, Vice President Customer and Product Operations

Mr. Viselli is the New World Executive responsible for professional services and support for

all projects. He will stay actively involved in the project implementation and will attend several

on-site project status meetings.

Andy Breeden, Director Professional Services

Mr. Breeden and his team of project managers and trainers are responsible for the

implementation of the Customer project. He will be active in the project implementation and

scheduling of resources. In addition, he will have direct contact on a regular basis with the

Customer Project Manager to ensure the highest level of satisfaction during project

implementation

PROJECT TEAM

TBD, Project Manager

A project manager will be assigned to the project upon Agreement signing. The Project

Manager may provide some of the initial set up and training and will also be a technical liaison

to New World. In addition, the Project Manager will generate all status reports and

correspondence.

Steve Vetter, Director Customer Support

Mr. Vetter will oversee the operation of the Customer Support Team, including the Call Center.

He will work closely with the New World and Customer Project Managers to ramp up the

support team to provide support during go-live and ongoing support thereafter.

TBD, New World On-Site Installation Support

These professionals will be assigned to the implementation of the New World deliverables.

They will provide the initial set up, testing and user training, along with recommendations for

additional training staff as required.

EAST LANSING, MI STATEMENT OF WORK

Page 4

Proprietary and Confidential 4

CUSTOMER EXECUTIVE SPONSORS

-Mary Haskell, Customer Senior Manager

TBD will be the primary senior management contact for New World. He/She will be responsible

for senior management communications regarding the overall relationship, contractual matters,

gaining approvals from funding sources when necessary, overseeing Customer project

governance and will coordinate any senior management activities of Customer’s staff in

fulfilling the Customer’s responsibilities within this SOW and the Agreement.

Jill Feldpausch, Customer Project Manager

TBD will be the primary contact for New World. He/She will be responsible for

communication with the Customer regarding project progress, issues and/or changes and will

coordinate and manage activities of Customer’s staff in fulfilling the Customer’s

responsibilities within this SOW and the Agreement.

Alan McCarrick, System Administrator

The System Administrator (SA) will be responsible to ensure Customer’s network, servers and

client (PC) environment (i.e., Customer’s hardware and system software infrastructure) is

installed and maintained properly; provide operational support of Customer’s hardware and

system software infrastructure; provide operational support for New World Standard Software

to Customer’s user staff and perform backup, recovery and routine update procedures for New

World’s Licensed Standard Software.

EAST LANSING, MI STATEMENT OF WORK

Page 5

Proprietary and Confidential 5

NEW WORLD SYSTEMS PROJECT METHODOLOGY OVERVIEW

The focus of New World’s Project Manager, Program Management Office (PMO), services team, support

team and all personnel associated with this project is to assist the Customer complete their project

successfully.

Since its inception, New World has successfully completed thousands of Customer projects and

developed a standard project management methodology that is predictable, repeatable, lowers risk and

maximizes Customer success. This standard approach, the New World Project Implementation

Methodology (PIM), is based upon a combination of Project Management Institute (PMI) guidelines

(PMBOK) and years of successful New World project management activity deploying public safety

solutions.

The New World PIM is the standard process that New World follows for all project implementations.

Projects are divided into five distinct phases during implementation:

1. Initiation – Engage project management, establish initial communication channels and begin

planning

2. Planning – Create and approve the Project Plan

3. Construction – Execute the Project Plan to convert data, to integrate with external touch points,

and to configure and review the system for overall solution readiness

4. Transition – Train users, execute go live, complete post-go live activities and finalize Customer

application customizations

5. Closing – Review and approve the project closure, disengage project management and formally

transfer Customer to Account Management team

Each phase consists of one or more steps. Each step includes:

1. New World responsibilities – Activities New World staff is responsible to perform

2. Customer responsibilities – Activities Customer staff is responsible to perform

3. Inputs (prerequisites) – Items that must be completed prior to the start of the step and are used

during the step

4. Outputs (completion criteria) – Items that must be completed during the step and are

requirements in order to consider the step complete (outputs are often the inputs of future steps

and must be completed in order to keep the project on track)

A diagram of the Project Implementation Methodology is shown on the following page. Although the

steps on the diagram are sequential, over time, steps will overlap.

EAST LANSING, MI STATEMENT OF WORK

Page 6

Proprietary and Confidential 6

New World Systems Project Implementation Methodology

Construction ClosingTransitionPlanningInitiation

START

1

Conduct Start-up

Activities

3

Complete and

Approve Project

Plan

2

Acct Mgmt.,

Planning Meeting

4

Standard Solution

Build

6

Finalize

Configuration

9

Implement Post

Go-Live

Deliverables

8

Conduct Go-Live

7

Conduct User

Training

10

Project Closure

Activities

Stop

StepTask Includes Customer

Executive Review Meetings

Requires Authorized

Customer SignoffLEGEND

5

Functional Review

The key tasks and related project deliverables that comprise the work breakdown structure (WBS) of the

Project Implementation Methodology are shown in the diagram on the following page. Each step and

project deliverable are described in detail in the sections following this diagram. The full work WBS is

embedded in the Project Schedule template (mpp), which is used in conjunction with this methodology.

EAST LANSING, MI STATEMENT OF WORK

Page 7

Proprietary and Confidential 7

New World Systems Project Implementation Methodology

ClosingTransitionConstructionPlanningInitiation

1

Conduct Start-up

Activities

1A. Project

Initiation

1D. Supporting

Conference

Calls

START

1B. Perform

Internal

Turnover

1C. Conduct

Start-up

Activities

Meeting

2

Acct Mgmt.,

Planning Meeting

3

Complete and

Approve Project

Plan

2C. Perform

Data

Conversion

Analysis (when

applicable)

2B. Conduct

Application

Validation Set

Workshop

2A. Conduct

Account

Management

Planning

Meeting

3B. Finalize the

Project Plan

3C. Review and

Approve the

Project Plan

3A. Draft the

Project Plan

3D. Prepare

Internal Team

4

Standard Solution

Build

6

Finalize

Configuration

5

Functional Review

7

Conduct User

Training

9

Implement Post

Go-Live

Deliverables

8

Conduct Go-Live

10

Project Closure

Activities

Stop

LEGENDTask Includes Customer

Executive Review MeetingsStepRequires Authorized

Customer Signoff

Task /

Deliverable

4B. Conduct

System

Immersion,

Initial Setup

4A. Technical

System Setup

4C. Implement

Baseline

Solution

6C. Go-Live

Preparation

6B. Apply

Project

Configuration

Plan and

Implement

Interfaces

6A. Conduct

System Admin

Application

Training

8A. Execute

Go-Live

5A. Build and

Test Data

Conversions

9B. Provide

Customer

Agreement

Custom

Deliverables

9C. Perform

Post-Live Data

Conversions

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EAST LANSING, MI STATEMENT OF WORK

Page 8 Proprietary and Confidential

PHASE: Initiation

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

Description of Phase: The Initiation Phase consists of one step. During this Phase, the New World and

Customer Project Managers are assigned and the New World Sales representative initiates the formal

transition of the project to the New World Operations team. This team includes Executive Sponsorship,

Senior Program leadership, Program Office Management (PMO) governance, Project Management and

Delivery Center specialists. In this Phase, this Operations team establishes a foundation for program

governance, retention of project artifacts and takes ownership of the Customer communications and the

execution of the Agreement.

New World Systems Project Implementation Methodology

Construction ClosingTransitionPlanningInitiation

START

1

Conduct Start-up

Activities

3

Complete and

Approve Project

Plan

2

Acct Mgmt.,

Planning Meeting

4

Standard Solution

Build

6

Finalize

Configuration

9

Implement Post

Go-Live

Deliverables

8

Conduct Go-Live

7

Conduct User

Training

10

Project Closure

Activities

Stop

StepTask Includes Customer

Executive Review Meetings

Requires Authorized

Customer SignoffLEGEND

5

Functional Review

EAST LANSING, MI STATEMENT OF WORK

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Proprietary and Confidential 9

Step 1: Conduct Start-up Activities

A. Project Initiation

Overview: Within one week of 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 Agreement is assigned to a delivery team (e.g., Executive Sponsor, Project

Manager)

New World responsibilities: The Sales Representative is responsible for the initial call to the Customer

and the PMO is responsible for initiating the project at New World and establishing the framework for

governance.

Customer responsibilities: None

Inputs (prerequisites):

1. Agreement

2. Turnover Document

Outputs (completion criteria):

1. Phone call with Customer

2. Storage of project artifacts and governance framework established on the Project Management

Portal

A. Project Initiation

C. Conduct Start-up

Activities Meeting

B. Perform

Internal Turnover

D. Supporting

Conference Calls

Initiation Phase: Step 1 – Conduct Start-up Activities

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Proprietary and Confidential 10

B. Perform Internal Turnover

Overview: The assigned New World Project Manager will coordinate and facilitate an internal turnover

meeting with key staff members associated with project planning, development and implementation. Key

staff members include:

New Account Sales/Customer Care Manager

Solution Consulting Practice Manager(s)

Solution Consulting Administrative Assistant

System Assurance Manager / Technical Lead

PMO Manager

Project Manager

Professional Services Manager

Data Conversion Manager

Interface Manager

Customer Support Account Manager

Others as needed

New World responsibilities: Individual responsibilities are described below:

Project Manager:

1. Review the Agreement and Customer Agreement Assessment Report

2. Review Turnover Document

3. Coordinate and schedule meeting

4. Create and distribute meeting agenda

5. Conduct meeting

6. Facilitate a discussion that defines delivery structure and proposed project schedule for this

project (e.g., application build approach/WBS; Delivery Center Technical Leadership, anticipated

timeline)

7. Initiate the Project Management Plan and Project Binder (internal document)

8. Document action items, issues and risks in Project Management Plan

Other New World employees:

1. Prior to the meeting,

a. PMO creates the Customer Agreement Assessment Report. They review the project initiation

documents (e.g., Agreement, Turnover Document), highlight key deliverables, Customer

expectations, terms and conditions and verify that the Customer billing plan conforms to the

Agreement.

b. PMO will create an initial Project Schedule where the WBS is aligned with the deliverables

defined in the Agreement.

c. Each attendee will review all project related information, i.e., Agreement, internal

documentation, meeting agenda, etc.

2. Attendees will prepare questions and observations requiring further discussion

3. Attend meeting and discuss agenda items

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

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Proprietary and Confidential 11

Customer responsibilities: None

Inputs (prerequisites):

1. Turnover Document (internal document)

2. Agreement

3. Project Manager assigned

4. Customer Agreement Assessment Report (internal use only)

5. Project Management Plan

6. Project Schedule Template

7. Project Binder (internal document)

Outputs (completion criteria):

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

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

EAST LANSING, MI STATEMENT OF WORK

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Proprietary and Confidential 12

C. Conduct Start-up Activities Meeting

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

meeting are:

1. Introduction of New World’s Project Manager and Executive Management team

2. Describe key teams/groups and identify their roles and responsibilities during the project

3. Discuss expectations of Customer and New World

a. Senior Customer leadership will be required for executive project reviews and signing

approval documents

b. Project timeframes

4. Discuss New World Project Methodology Overview

5. Discuss Account Management Planning meeting agenda and objectives

6. Set date for on-site Account Management Planning meeting and discuss site preparation

7. Discuss keys to projects success

8. Schedule System Assurance Phone conference

9. Obtain topology diagram of Customer’s network

New World responsibilities: The Sales Representative is responsible for arranging and coordinating the

meeting through the initial Customer phone call.

Customer responsibilities: Attend meeting and be prepared to discuss agenda items. Supply updated

topology diagram of the network.

Inputs (prerequisites):

1. Pre-Trip Report (if conducted on site)

2. Standard Meeting Agenda and Presentation template for meeting

3. Project Management Plan

4. Initial Project Schedule

Outputs (completion criteria):

1. Post-Trip Report (when conducted on site) or follow-up email (when conducted remotely via

conference call)

2. Updated Project Schedule

a. Initial baseline based on project size and deliverables

b. Initial Customer meeting activities defined

3. Customized meeting agenda and presentation

4. Updated Project Status record; include initial project baseline dates

5. Updated Project Management Plan (e.g., action items, issues, risks identified)

6. Supporting documentation

7. Project Managers, Executive Manager and Subject Matter Experts (SMEs) roles reviewed

8. Customer supplied topology diagram of the network

9. Scheduled System Assurance Phone Conference

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D. Supporting Conference Calls

Overview: The System Assurance Technical Lead will work with the Project Manager to coordinate and

facilitate a conference call with the Customer to address System Assurance planning / analysis. The key

objective of this conference call is to ensure the Customer understands what information is needed for

the System Assurance process to be successful and to establish an agreed upon timeline for this

information.

New World responsibilities: System Assurance Technical Lead facilitates conference call with the

Customer and New World technical resources to address the initial System Assurance planning and

analysis..

Customer responsibilities: Customer leadership and technical resources participate in conference

call(s) to address the initial System Assurance planning and analysis. Customer to complete relevant

survey(s) and data collection documents (after complete of the conference call).

Inputs (prerequisites):

1. System Assurance conference calls scheduled

2. System Assurance meeting agendas and presentation templates

3. Relevant survey, data collection templates

Outputs (completion criteria):

1. Completed Systems Assurance Conference

2. Customized System Assurance meeting agenda and presentation template

3. Updated Project Management Plan (e.g., action items, issues identified)

4. Updated Project Schedule

5. Survey and data collection documents (completed by the Customer)

6. Supporting documentation

7. Store project artifacts and update status of project on Project Management Portal

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PHASE: Planning

Purpose: Create and approve the Project Management Plan.

Description of Phase: The Planning Phase consists of two steps. During this Phase, New World and

Customer Project Managers organize the project, establish project teams, confirm requirements, develop

the Project Plan and obtain senior management approval for the Project Plan.

New World Systems Project Implementation Methodology

Construction ClosingTransitionPlanningInitiation

START

1

Conduct Start-up

Activities

3

Complete and

Approve Project

Plan

2

Acct Mgmt.,

Planning Meeting

4

Standard Solution

Build

6

Finalize

Configuration

9

Implement Post

Go-Live

Deliverables

8

Conduct Go-Live

7

Conduct User

Training

10

Project Closure

Activities

Stop

StepTask Includes Customer

Executive Review Meetings

Requires Authorized

Customer SignoffLEGEND

5

Functional Review

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l-

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;;1 New World Systems·

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Step 2: On-Site Account Management Planning Meeting

A. Conduct Account Management Planning Meeting

Overview: During this event, the assigned New World Project Manager will coordinate a series of on-

site meetings with key Customer and SMEs associated with project planning, development and

implementation. In addition, we will conduct a high level review of the Customer’s business practices,

environment and workflow to examine their fit into the New World software product. In this series of

meetings, New World and the Customer will establish project methods, project acceptance criteria and

governance. Key topics include:

1. Executive overview with Executive Management and identification of Customer Executive

Sponsor(s)

2. Review of project scope (Agreement, project methodology) with Customer project management

3. Development of the Project Management Plan

4. Discuss initial Project Schedule and resource management policy

5. Presentation of the overall implementation strategy, roles, responsibilities and keys to project

success

6. High level review of Customer workflows and policies to establish the foundation to facilitate

discussions related to a proposed timeline, custom requirements and an initial training schedule

7. Address go-live requirement for custom interfaces, custom software modules and/or data

conversions

Key meeting participants include:

1. Senior/Executive Sponsor

2. General Manager Professional Services

3. New Account Sales or Customer Care Account Manager

4. New World Project Manager

5. Customer Senior Management /Exec Sponsor

6. Customer Project Manager

7. Customer SMEs

A. Conduct Account

Management Planning Meeting

C. Perform Data Conversion

Analysis (when applicable)

B. Conduct Application

Validation Set Workshop

Planning Phase: Step 2 – Acct Mgmt Planning Meeting

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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 Agreement

3. Review project methodology

4. Establish initial Project Management Plan

a. Roles and Responsibilities

b. Communication Plan

c. Risk Management Plan

d. Initial issues / concerns

5. Propose initial Project Schedule

6. Define an initial Training Plan

7. Update the Project Management Plan and Project Schedule

8. Create the initial requirement definition for custom requirements (e.g., software modifications,

custom interfaces, data conversion; clearly define implementation timing (e.g., go-live vs. post

go-live).

9. Conduct Executive Sponsorship meeting

Once compiled, documents will be provided to the Customer for review.

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Customer Responsibilities: The Customer is responsible for:

1. Site preparation (conference rooms, audio visual equipment, etc.)

2. Meeting coordination with Executive Sponsors, supervisors, SMEs to support all contracted

modules and functions, including but not limited to:

LOGOS Modules and Functions

Financial Management

Human Resources/Payroll

Community Development

Utility Management

eSuite

Business Analytics

3. Agreement to account management framework, relationship approach and time schedule for

project reviews

4. Attending and participating in the Account Management Planning Meeting

5. Providing the necessary technical specifications on interfaces

6. Providing complete user stories for custom enhancements

7. Providing liaison support with agencies and vendors required to support interfaces

8. Identifying any non-standard New World reports not yet identified or included in the Agreement

9. Providing appropriate technical staff necessary to complete technical surveys

10. Reviewing all documentation compiled through this process, including the Requirements

Document(s) submitted by New World and identify specific issues in writing

Inputs (prerequisites):

1. Agreement

2. Meeting Agenda / Pre-Trip Report

3. Presentation template

4. Resource Management Policy

5. Customer completed surveys, data collection documents

6. Standard workflow templates (when applicable)

7. Project Management Plan

8. Project Binder (internal document)

9. Data Conversion, System Assurance templates (when applicable)

10. Initial Project Schedule

11. Topology diagram of Customer’s network

12. 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. Agreement reviewed

4. Project methodology and planning templates reviewed

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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)

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

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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 necessary to configure the initial application database. In this workshop, the Customer SME

team will learn about the different types of information that must be defined and the method to

communicate the validation set data.

New World responsibilities:

1. Provide up-to-date user manuals to workshop participants

2. Instruct Customer personnel on the validation sets information and process for the various

contracted modules and associated application database

Customer responsibilities:

1. Convene workshop team of SMEs for this training

2. Attend and participate in the Application Validation Set Training

Inputs (prerequisites):

1. Pre-Trip Report

2. Training material

3. Validation Set workbook(s)

4. Training room with computers running New World application

Outputs (completion criteria):

1. Post-Trip Report

2. Updated Project Plan

3. Updated Validation Set workbook(s)

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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

Data Conversion/Migration Plan. This process will be initiated during the on-site Account Management

Planning meeting(s).

New World responsibilities:

1. With Customer assistance, New World will analyze existing Customer source data; during this

analysis process, New World will determine compatibility with the New World database

structures and the viability of a conversion or migration to the New World database

2. Develop and deliver a Data Conversion/Migration Plan. The plan will identify data sources to be

converted, data sources to be migrated, database types, database design and any detected data

mapping concerns

3. When required, develop change order that reflects differences between the Agreement and

Customer’s desired data conversion

Customer responsibilities:

1. Provide New World with access to data and assist when necessary to provide New World with a

representative sample of the data to be converted on mutually agreeable transmission media

a. Assist New World in analyzing source data

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. If acceptable, 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

A. Draft the Project Plan

Overview: The purpose of this event is to review the information captured during the Planning Phase,

finalize key decisions and prepare to finalize the overall Project Plan. It is important to note that the

Project Plan includes all documents prepared during the Planning Phase:

1. Project Management Plan

a. Roles and Responsibilities

b. Communication Plan

c. Risk Management Plan

d. Action Items

e. Issues

f. Key Decisions - Changes

2. Project Schedule

3. Supporting documents

4. Initial Requirement Definition for Customer Deliverables

5. Initial Training Plan

New World responsibilities: During this process, the New World Project Manager will meet with the

Customer project team and review the information documented in the Planning Phase. The Project

Manager will then draft and publish the Project Plan that will be submitted for approval.

Customer responsibilities: Support finalization of the Project Plan, providing SMEs as needed.

Inputs (prerequisites):

1. Pre-Trip Report (if conducted on site)

2. Requirements Document(s)

3. Initial Training Plan

4. Information referenced from legacy system(s) as well as New World software

5. Project Management Plan

6. Project Binder (internal document)

7. Project Schedule

A. Draft the Project

Plan

B. Finalize the

Project Plan

C. Review and

Approve the Project

Plan

Planning Phase: Step 3 – Complete and Approve Project Plan

D. Prepare Internal

Team

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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

Overview: At this stage of the project, significant information has been gathered regarding the

Customer’s current operations and how the New World application implementation needs to occur to be

successful. Based on this information, a final Project Plan must be developed that maps out the activities,

deliverables and deadlines required by the project team.

New World responsibilities: The New World Project Manager will finalize the Project Plan to meet

the requirements of a successful implementation, while establishing clear ownership of activities,

deadlines and timeframes for each step of the implementation. The Project Plan provides detailed

instructions to the entire Customer team and once approved, is the guiding light for all project activity

going forward.

1. Review with Customer personnel the identified implementation tasks, priorities, inter-

dependencies, team members, resources and other requirements to approve the final Project Plan.

2. The Project Management Plan, Project Schedule and supporting documentation are finalized as

part of this step because these documents comprise the Project Plan that is reviewed as part of the

acceptance criteria to move the project to the Construction Phase as defined in Review and

Approve Project Plan.

Customer responsibilities: In tandem with New World project personnel, analyze identified

requirements of the Project Plan and make such implementation decisions as are reasonably required to

finalize the plan.

Inputs (prerequisites):

1. 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

processes discovered during the Planning Phase. The resulting document defines the specific project

tasks, timelines for completion and ownership of each activity throughout the remainder of the project.

New World responsibilities:

1. Deliver the final Project Plan to Customer

2. Review the Project Plan with Customer personnel and make mutually agreed upon modifications

3. Upon mutual acceptance of the Project Plan, establish the document as the baseline for the

remainder of the project

4. Ensure there is a clear definition of the alignment of any custom software/interfaces to the

implementation of the standard application solution in the Customer’s live environment

5. 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. If acceptable, sign off on final iteration of the Plan by Customer Project Manager and Executive

Manager

Inputs (prerequisites):

1. Pre-Trip Report (if conducted on site)

2. Final Project Plan

3. Supporting Documentation

Outputs (completion criteria):

1. Post-Trip Report (if conducted on site)

2. Final accepted Project Schedule; second baseline for project created based on actual timeline

(initial baseline based on project size)

3. Updated Project Status Record; ensure new project baseline dates are reflected

4. Signed approval for the Project Plan

a. Project Schedule

b. Supporting documents/plans

c. Requirements Document(s); including sign-offs (where applicable)

d. Project Management Plan

e. Supporting Documentation

i. Data conversion

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D. Prepare Internal Team

Overview: During this portion of the implementation, the Project Manager meets with the New World

team to discuss the requirements of the Project Plan and their individual responsibilities to deliver a

successful project.

New World responsibilities: The New World Project Manager will be responsible for the following:

1. Prepare and coordinate the team briefing

2. Ensure all project documents are stored on the portal and are available to the team

3. During the meeting, the Project Manager will review the Project Plan and supporting (applicable)

documents

4. The Project Manager will review with the individual team members their roles and

responsibilities associated with the implementation

Customer responsibilities: None

Inputs (prerequisites):

1. Agenda

2. Final Project Plan

a. Project Schedule

b. Supporting documents/plans

c. Requirements Document(s)

d. Project Management Plan

e. Supporting Documentation

i. Data conversion

ii. System Assurance

3. Project Binder (internal document)

4. Agreement

5. Resource schedule

Outputs (completion criteria):

1. Updated Project Plan

2. Project team prepared to build application solution

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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 Implementation Methodology

Construction ClosingTransitionPlanningInitiation

START

1

Conduct Start-up

Activities

3

Complete and

Approve Project

Plan

2

Acct Mgmt.,

Planning Meeting

4

Standard Solution

Build

6

Finalize

Configuration

9

Implement Post

Go-Live

Deliverables

8

Conduct Go-Live

7

Conduct User

Training

10

Project Closure

Activities

Stop

StepTask Includes Customer

Executive Review Meetings

Requires Authorized

Customer SignoffLEGEND

5

Functional Review

The methodology diagram indicates that each step of the Construction Phase follows the previous step,

but many of these steps occur concurrently.

In addition, when the Customer requires the conversion of existing data and/or implementation of custom

interfaces to bring the applications into a live production environment, some (or all) of the tasks defined

in the Transition Phase, Step 9, Implement Post Go-Live Deliverables, may occur during the Construction

Phase (this is dependent upon the Project Plan developed and agreed upon in the Planning Phase).

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Step 4: Standard Solution Build

A. Technical System Setup

Overview: During this step, New World validates and finalizes the Customer’s hardware configuration,

software requirements and implementation. The result of this effort is documented in the Site Plan.

New World will install the Licensed Standard Software and standard database on Customer supplied

servers and configure system to meet application specifications.

New World responsibilities: Configure the system as required and provide knowledge transfer to the

System Administrator.

New World will install and configure the application specific server and train Customer personnel on

configuration procedures. For each configuration, New World personnel will:

1. Verify with Customer personnel the computer processor(s), operating system software, third

party software, printers, network communications and other related components supplied by

Customer

2. Establish the initial application database using the validation set workbook(s) as input

3. Document the required site resources (e.g., facility, power, network, cooling, etc.) necessary to

operate the application; as part of the review, New World will make recommendations for

necessary site modifications to meet minimum operating requirements for the application

4. Review with Customer the minimum requirements for workstations as identified in the

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

A. Technical System SetupC. Implement Baseline

Solution

Construction Phase: Step 4 – Standard Solution Build

B. Conduct System Immersion

and Initial Set-up

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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

Customer responsibilities:

1. Provide Customer technology staff to assist New World with the Site Plan

2. Provide, upon request, information on existing hardware and operating system software

components and terminal networks, as well as projected utilization statistics and other

information reasonably required to validate final hardware requirements

3. Review the final hardware and operating system configuration with the New World project team

4. Review New World’s recommendations regarding any existing communications networks and

make any reasonable modifications identified by New World to ensure compatibility with the

equipment and system to be installed

5. Ensure hardware is ordered, delivered and installed prior to scheduling New World’s System

Assurance visit on site

6. Have information technology support staff on hand for knowledge transfer and to help address

any concerns encountered during the system installation

7. Review and sign off, if acceptable, 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. Conduct System Immersion & Initial Set-up

Overview: During this event, New World will work with Customer to review and configure the solution

workflow and business process requirements in light of current needs and Public Sector best practices.

New World responsibilities: Working with Customer, conduct immersion and discovery sessions to

review capabilities and facilitate configuration of initial, baseline solution.

Customer responsibilities:

1. Work with New World to understand requirements and initial end-state needs

2. Provide Customer staff to address the desired application workflow and to take part in initial

system configuration and homework

Inputs (prerequisites):

1. Pre-Trip Report (if conducted on site)

2. As-Is business process requirements

3. Standard Interfaces

4. Standard Forms

Outputs (completion criteria):

1. Post-Trip Report (if conducted on site)

2. Updated Project Plan

3. Store project artifacts and update status of project on Project Management Portal

4. Configured initial Logos Database

5. Configured Standard Forms

6. Configured Baseline Solution

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C. Implement Baseline Solution

Overview: During this event, New World will implement the baseline solution resulting from Immersion

activities.

New World responsibilities: Working with Customer, facilitate load of initial configured system.

Customer responsibilities:

1. Provide Customer technical staff to load the baseline database and related work products

2. Work with New World to understand requirements and initial end-state needs

Inputs (prerequisites):

1. Pre-Trip Report (if conducted on site)

2. Configuration requirements

3. Standard Interfaces

4. Standard Forms

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 initial Database

5. Installed Standard Interfaces

6. Configured Standard Forms

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Step 5: Functional Review

Overview: The Functional Review encompasses a hands-on review of each application within the

implementation. This review is accomplished by presenting each function within the application from the

user/administrator point-of-view and every project construction element as it relates to a particular

workflow process.

New World responsibilities: New World’s Project Manager and Application Specialist(s) will act as

facilitators during the Functional Review. Their main role is to review the New World standard software

solution with the Customer and identify any Customer workflow modifications and/or minor software

configuration changes that need to be applied. The Project Manager is responsible for coordinating this

review with the Application Specialist and preparing the Customer team for the functional review and

creating any applicable documentation (e.g., Functional Review Guide, trip reports). The Application

Specialist will present the configured applications and act as SME to facilitate an interactive exchange

with the Customer and work towards Customer acceptance of the configured applications. Additionally,

a New World Executive Manager will participate in the Functional Review, as well as a project review

meeting with the Customer’s senior staff. The content of the Training Plans will also be finalized as part

of the Functional Review. The review should include:

1. Overview of the various Customer work processes and the functional relationship to the software

LOGOS APPLICATIONS

Financial Management

Human Resources/Payroll

Community Development

Utility Management

eSuite

Business Analytics

2. Validation of any custom modification decisions related to implementation of the standard

software solution and the post-live custom requirements.

a. Custom software modifications

b. Custom interfaces

c. 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

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Customer responsibilities: For the review, Customer leadership and SMEs participate to provide

Customer workflow and policy information as it relates to the configured New World applications.

Work with New World Project Manager and Application Specialist to determine any additional

configuration changes that are required. Work with Customer to implement agreed upon workflow

changes.

Inputs (prerequisites):

1. Pre-Trip Report

2. Functional Review Guide (when applicable)

3. Requirements Document(s) for Custom Interfaces / Modifications

4. Standard interfaces

5. Data conversion

Outputs (completion criteria):

1. Post-Trip Report

2. Updated Project Schedule

3. Updated Project Plan

4. Project Configuration Plan

5. Training Plan

6. Supporting documentation

7. Store project artifacts and update status of project on Project Management Portal

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A. Build and Test Data Conversions

Overview: New World will provide the Customer requested data conversion as described in the

Agreement. Depending on the decisions made in the Planning Phase, the data conversion processes may

be aligned with the go-live schedule, which means this event would then be included in the initial solution

build (Step 5).

New World responsibilities:

1. New World will provide data extraction and mapping services.

2. New World will provide the data conversion programs to convert Customer’s legacy data to the

New World standard software for the modules specified in the Data Conversion Migration Plan.

3. New World will provide Customer up to three test sets (per file) of converted data.

4. As provided in the approved Project Plan, New World will schedule a conversion analysis trip

and a separate data conversion test trip to Customer’s location. The conversion test trip is part

of delivering the conversion programs to Customer.

5. New World will provide Customer with a Data Conversion Migration Plan for sign off prior to

starting development of data conversion programs. No conversion programming by New World

will commence until Customer signs this document.

Customer responsibilities:

1. Customer will provide New World with access to data that is to be converted.

2. For non-standard submission formats, a data dictionary (data descriptors) containing all data

elements must be provided to New World for each file submitted with the media.

3. As provided in the Project Plan, Customer will provide a dedicated contact for each application

area to focus on conversion mapping and testing tasks. Responsibilities include dedicating a

support person(s) whenever members of the New World’s team are on site regarding

conversions.

4. Data Conversion testing. Customer understands that thorough and timely testing of converted

data by Customer’s SMEs is a key part of a successful data conversion.

5. Customer agrees to promptly review and sign off, if acceptable, on the data conversions after

the final test run is completed.

Inputs (prerequisites):

1. Approved Data Conversion/Migration Plan

2. Data to be converted

Outputs (completion criteria):

1. Completed data conversion programs

2. Conversion test sign-off

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Step 6: Finalize Configuration

A. Conduct System Admin Application Training

Overview: During this event, New World will conduct System Administration Application Training for

designated Customer SME personnel to acquire the knowledge necessary to finalize the software

solution configuration and maintain the various modules included in the Agreement. (There will be a

minimum of one session per each major module.)

Decisions regarding the configuration of the New World application are made in the Construction Phase,

Step 5, Functional Review, and are applied during this Step.

New World responsibilities:

1. Provide up-to-date user manuals to workshop participants

2. Instruct Customer personnel, including the system administrator, on configuration of the various

contracted modules

Customer responsibilities:

1. Convene workshop team of SMEs for this training

2. Attend and participate in the System Admin Application Training

Inputs (prerequisites):

1. Pre-Trip Report

2. Training material

3. Project Configuration Plan

4. Training room with computers running New World application

Outputs (completion criteria):

1. Post-Trip Report

2. Updated Project Plan

A. Conduct System Admin

Application Training

B. Apply Project Configuration

Plan and Implement Interfaces

C. Go-Live

Preparation

Construction Phase: Step 6 – Finalize Configuration

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B. Apply Project Configuration Plan and Implement Interfaces

Overview: During this event, the Customer uses the Project Configuration Plan created during the

Functional Review, as the requirements for any modification to the standard application configuration.

The results of this effort are configured applications.

New World will implement any remaining standard interfaces.

In addition, New World will create and implement any custom interfaces that must be in place to bring

the applications into a live production environment. Data Conversion activity may also be addressed

(dependent upon the Project Plan developed and agreed upon in the Planning phase).

New World responsibilities: Provide support for the Customer SME team that is applying configuration

changes. Implement the interfaces in the test environment that are required for the live environment.

Customer responsibilities:

1. Apply configuration changes as defined in the Project Configuration Plan

2. Provide Customer technology staff to address the desired application workflow

3. Work with New World to test the interfaces (as applicable)

Inputs (prerequisites):

1. Pre-Trip Report (if conducted on site)

2. Project Configuration Plan

3. Configuration requirements for interface operations

4. Requirements definition(s) (when applicable)

5. Standard and/or Custom Interfaces

Outputs (completion criteria):

1. Post-Trip Report (if conducted on site)

2. Updated Project Plan

3. Store project artifacts and update status of project on Project Management Portal

4. Configured applications, including applicable interfaces, data conversion

5. Updated Project Configuration Plan

EAST LANSING, MI STATEMENT OF WORK

Page 36

Proprietary and Confidential 36

C. Go-Live Preparation

Overview: Review the overall project status to ensure that all requirements for a go-live event have been

completed and the go-live event can occur with minimal disruption or risk. Document all related issues

and concerns and jointly agree, in writing, to move forward with training and transition to the live

environment.

New World responsibilities: During this process, the New World Project Manager or Application

Specialist will review the system with the Customer to ensure that each application is functioning as expected. In addition, they will review the Project Management Plan with the Customer to ensure all

applicable issues and action items have been addressed.

Customer responsibilities: With the New World representative, the Customer will demonstrate the system is set up and configured as designed. Work with Project Manager to identify any issues or

concerns and jointly agree, in writing, to move forward with training and transition to the live

environment.

Inputs (prerequisites):

1. Pre-Trip Report (if conducted on site)

2. Project Configuration Plan

3. Project Plan

4. Go-Live sign-off template

Outputs (completion criteria):

1. Post-Trip Report (if conducted on site)

2. Updated Project Plan

3. Go-Live sign-off

4. Documentation of all outstanding issues/concerns and written Agreement to begin the

training/transition to the live environment

EAST LANSING, MI STATEMENT OF WORK

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Proprietary and Confidential 37

PHASE: Transition

Purpose: Train users, perform data conversion, execute go-live, complete post-go-live activities and

finalize Customer application customizations.

Description of Phase: The Transition Phase consists of three steps. During this Phase, New World and

Customer project teams review the system, verify and validate readiness for go-live, train users, cut over

from legacy systems and complete post go-live requirements.

New World Systems Project Implementation Methodology

Construction ClosingTransitionPlanningInitiation

START

1

Conduct Start-up

Activities

3

Complete and

Approve Project

Plan

2

Acct Mgmt.,

Planning Meeting

4

Standard Solution

Build

6

Finalize

Configuration

9

Implement Post

Go-Live

Deliverables

8

Conduct Go-Live

7

Conduct User

Training

10

Project Closure

Activities

Stop

StepTask Includes Customer

Executive Review Meetings

Requires Authorized

Customer SignoffLEGEND

5

Functional Review

EAST LANSING, MI STATEMENT OF WORK

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Proprietary and Confidential 38

Step 7: Conduct User Training

Overview: New World’s Application Specialist(s) provide user training to Customer staff.

New World responsibilities: New World’s Application Specialist will provide on-site training services

to assigned Customer staff. Training options include:

Train-the-Trainer Training (TTT)

This training consists of a New World Application Specialist providing very detailed on-site

training to Customer representatives. The Train-the-Trainer course is designed to take

Customer-certified (either locally or by their state) trainers, train them on the New World

software and certify they have the knowledge base to successfully train other members. This

training also includes problem solving techniques to ensure an effortless transition with minimal

interruptions during their training sessions. Additionally, students are provided training

techniques and detailed lesson plans on their specific modules.

User Training

If a Train-the-Trainer approach is not preferred, New World can provide Customer-defined User

Training courses. This training consists of a New World Application Specialist providing an on-

site training course specific to a user’s job assignment. Each course consists of Customer-defined

software classes needed to be proficient in their areas of responsibility utilizing the New World

software.

Customer responsibilities: Assign and schedule appropriate staff to attend training sessions. Provide

and schedule necessary facilities for training sessions. Confirm staff participation in training, as

scheduled.

Inputs (prerequisites):

1. Pre-Trip Report (if conducted on site)

2. Training materials

a. Lesson Plan / User Guide

b. Written Proficiency Examinations

Outputs (completion criteria):

1. Post-Trip Report (if conducted on site)

2. Written Proficiency Examination results

EAST LANSING, MI STATEMENT OF WORK

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Proprietary and Confidential 39

Step 8: Conduct Go-Live

A. Execute Go-Live

Overview: With assistance from New World, Customer goes live on modules and interfaces identified

in the Agreement and as documented in the Project Plan.

New World responsibilities:

1. New World assistance for all applications going live

LOGOS APPLICATIONS

Financial Management

Human Resources/Payroll

Community Development

Utility Management

eSuite

Business Analytics

2. New World assists Customer in preparing production server for go-live

a. Run SQL go-live script

b. Set counters

c. Other maintenance tasks

3. Provide final updates, when applicable, to the following:

a. Standard software

b. Custom software

c. Hardware

d. Interfaces

e. Data conversion

4. Customer turnover to Customer Support

5. New World’s on-site staff cleared to depart Customer site

A. Execute Go-Live

Transition Phase: Step 8 – Conduct Go-Live

EAST LANSING, MI STATEMENT OF WORK

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Proprietary and Confidential 40

Customer responsibilities: 1. Customer goes live with appropriate applications identified in the Agreement

2. Provide SME team members to assist with go-live for each of the applications going live as first

line support

Inputs (prerequisites):

1. Pre-Trip Report

2. Standard software

3. Custom software

4. Interfaces

5. Data conversion

6. 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

EAST LANSING, MI STATEMENT OF WORK

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Proprietary and Confidential 41

Step 9: Implement Post Go-Live Deliverables

A. Provide Agreement Custom Deliverables

Overview: New World will provide Customer requested standard software enhancements and/or custom

software (including interfaces) as described in the Agreement.

New World responsibilities:

1. New World will develop and implement custom software and interfaces

2. New World will provide training for enhancements and/or custom software

Customer responsibilities:

1. Provide resources to support the installation of software upgrades when enhancements and/or

custom software are available, including interfaces

2. Attend training as required

Inputs (prerequisites):

1. Completed enhancements and/or custom software / interfaces

2. Customer to confirm functionality of software within the scope of the Requirements Document

Outputs (completion criteria):

1. Upgraded application with enhancements and/or custom software

2. Trained personnel

A. Provide Customer

Agreement Custom

Deliverables

B. Perform Post-Live Data

Conversion

Transition Phase: Step 9 – Implement Post Go-Live Deliverables

Note: Some of this activity may be completed in the Construction Phase prior to Go-Live.

EAST LANSING, MI STATEMENT OF WORK

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Proprietary and Confidential 42

B. Build Data Conversions

Overview: New World will provide the Customer requested data conversion as described in the

Agreement. Depending on the decisions made in the Planning Phase, the data conversion processes may

be aligned with the go-live schedule, which means this event would then be included in the initial solution

build (Step 5).

New World responsibilities:

1. New World will provide data extraction and mapping services.

2. New World will provide the data conversion programs to convert Customer’s legacy data to the

New World standard software for the modules specified in the Data Conversion Migration Plan.

3. New World will provide Customer up to threetest sets (per file) of converted data.

4. As provided in the approved Project Plan, New World will schedule a conversion analysis trip

and a separate data conversion test trip to Customer’s location. The conversion test trip is part

of delivering the conversion programs to Customer.

5. New World will provide Customer with a Data Conversion Migration Plan for sign off prior to

starting development of data conversion programs. No conversion programming by New World

will commence until Customer signs this document.

Customer responsibilities:

1. Customer will provide New World with access to data that is to be converted.

2. For non-standard submission formats, a data dictionary (data descriptors) containing all data

elements must be provided to New World for each file submitted with the media.

3. As provided in the Project Plan, Customer will provide a dedicated contact for each application

area to focus on conversion mapping and testing tasks. Responsibilities include dedicating a

support person(s) whenever members of the New World’s team are on site regarding

conversions.

4. Data Conversion testing. Customer understands that thorough and timely testing of converted

data by Customer’s SMEs is a key part of a successful data conversion.

5. Customer agrees to promptly review and sign off, if acceptable, on the data conversions after

the final test run is completed.

Inputs (prerequisites):

1. Approved Data Conversion/Migration Plan

2. Data to be converted

Outputs (completion criteria):

1. Completed data conversion programs

2. Conversion test sign-off

EAST LANSING, MI STATEMENT OF WORK

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Proprietary and Confidential 43

PHASE: Closing

Purpose: Review the project, approve closure, disengage project management and transition Customer

to the Account Management Team.

Description of Phase: The Closing Phase consists of one step. During this Phase, the New World Project

Manager reviews the project with Executive Management, closes out all remaining documentation tasks

and disengages from the project. The Account Management Team assumes all responsibilities for ongoing

support of the system and Customer.

New World Systems Project Implementation Methodology

Construction ClosingTransitionPlanningInitiation

START

1

Conduct Start-up

Activities

3

Complete and

Approve Project

Plan

2

Acct Mgmt.,

Planning Meeting

4

Standard Solution

Build

6

Finalize

Configuration

9

Implement Post

Go-Live

Deliverables

8

Conduct Go-Live

7

Conduct User

Training

10

Project Closure

Activities

Stop

StepTask Includes Customer

Executive Review Meetings

Requires Authorized

Customer SignoffLEGEND

5

Functional Review

EAST LANSING, MI STATEMENT OF WORK

Page 44

Proprietary and Confidential 44

Step 10: Project Closure Activities

Transition to Account Management

Overview: At the conclusion of the project, the New World applications are fully live and functional in

the Customer’s environment with all required components delivered and operational. During this event,

the New World Project Manager will schedule a formal turnover of the Customer to the New World

Account Management Team, which includes the Executive Sponsor, Customer Support and Customer

Care. The managers of Customer Care and Support introduce their department structure and review the

services each team provides.

Many of these individuals will have been part of the project, so this transition should be relatively

seamless.

Project closure will also be finalized with the Customer, ensuring the Customer and the New World

Customer Support team members are aware of the overall deployment of the New World

implementation and that all questions have been addressed and exceptions are incorporated into the sign-

off document.

New World responsibilities:

1. The New World Project Manager will coordinate a meeting, either via teleconference or on site,

to review the project status and transition ongoing communications with the Customer to the

assigned Account Team

2. Managers of New World Customer Support create and distribute agenda

3. Prepare the sign-off documentation

4. The Project Manager and PMO will review all project financials to ensure all deliverables for the

Agreement are delivered, billed and paid

Customer responsibilities:

1. Provide appropriate personnel for the support turnover meeting

2. Provide a location with a conference phone for the support turnover meeting

3. Project Closure sign-off

Inputs (prerequisites):

1. Agenda

2. Schedule the meeting

3. Project Closure sign-off template

Outputs (completion criteria):

1. Account Management engaged to support the Customer

2. Project Closure sign-off

Attachment C

PLANNING AND COMMUNITY DEVELOPMENT Quality Services for a Quality Community

MEMORANDUM

TO: George Lahanas, City Manager

FROM: Amy Schlusler-Owens, Community Development Specialist II DATE: 9/18/12

SUBJECT: Administrative Services Agreement

Enclosed please find an Administrative Services Agreement between the City of East Lansing and Hometown Housing Partnership, Inc. (HHP). Through this agreement, the City would provide HHP with administrative rights to execute necessary mortgage and promissory note documentation for all eligible Homeowner Opportunity Assistance Program clients. By adopting such an agreement, it enables Hometown Housing Partnership to be able to implement necessary documents in a timely fashion, without requiring a two week approval process for each client with the City of East Lansing. The City Attorney has reviewed the enclosed documents and approved them in their current form. If you should have any additional questions as they relate to these proposed agreements, please feel free to contact me directly at (517)319-6931 at anytime.

City of East Lansing PLANNING AND

COMMUNITY DEVELOPMENT

410 Abbot Road East Lansing, MI 48823

(517) 319-6930

www.cityofeastlansing.com

1

ADMINISTRATIVE SERVICES AGREEMENT

THIS ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made as of this ___________day of September 2012 and between the City of East Lansing, Michigan, a Michigan municipal corporation, whose principal office is located at 410 Abbot Road, East Lansing, Michigan 48823 ("City") and Hometown Housing Partnership, Inc., a Michigan nonprofit corporation, whose principal office is located at 541 East Grand River Avenue Lansing, Michigan 48823 ("HHP").

BACKGROUND

A. HHP receives funding through, among other sources, federal Community Development Block Grants ("CDBG") which are administered by the City.

B. HHP provides financial assistance, including by lending funds, to low and moderate-to-low income individuals and families for the purpose of purchasing affordable housing in the City, with such loans being secured by a mortgage lien in favor of HHP.

C. A source for funds HHP uses to provide financial assistance includes CDBG funds administered by the City under the HOAP I Loan Program.

D. HHP is not currently approved by the Federal Housing Administration ("FHA") to lend funds in connection with certain FHA administrated programs.

E. The City is approved by the FHA to lend CDBG funds in connection with certain FHA administrated programs.

F. HHP desires for the City to use HHP CDBG funds allocated to HHP that are administered by the City to directly make loans of such funds to those individuals identified by HHP for the purpose of financing the purchase of affordable housing in the City, with such loans to be secured by a mortgage lien.

G. As consideration for making loans on behalf of HHP, the City and HHP desire for HHP to serve as the City's agent for purposes originating the loans, servicing the loans and exercising any of the City's rights and obligations under the terms of any loan documents.

NOW, THEREFORE, in consideration of the mutual promises and undertakings to be performed hereunder, the parties hereto hereby agree as follows:

1. Loan Services. To the extent that HHP CDBG funds are available, the City agrees it shall make a loan (a "Loan") to any individual identified in writing by HHP. The City is hereby authorized and directed to fund any Loan from CDBG funds allocated to HHP that are administrated by the City. The Loan shall be evidenced by a promissory note ("Promissory

2

Note") substantially in the form of the attached Exhibit A. The Loan shall further be secured by a mortgage ("Future Advance Mortgage") substantially in the form of the attached Exhibit B ). In the event that it is required by FHA that second mortgage (instead of a Future Advanced Mortgage) must be executed in order for the home-buyer to receive financing from the lender, then HHP shall execute a second mortgage substantially in the form of Exhibit C

2.

or as otherwise approved by the City Attorney.

Administrative Services

(a) originate Loans;

. In consideration for the City making Loans on behalf of HHP under this Agreement, HHP agrees to serve as the City's administrative agent in connection with the Loans. HHP shall undertake the following in performing its duties under this Agreement:

(b) service Loans during the period such Loans remain outstanding;

(c) negotiate, approve, execute and deliver all loan documents in connection with a Loan, including but not limited to the Promissory Note and Mortgage;

(d) exercise any and all rights, duties and obligations of the City under any Promissory Note or Mortgage against any borrower, mortgagor or other person; and

(e) perform such other duties as are necessary and convenient for the purposes of making a Loan and enforcing the City's rights under any Promissory Note, Mortgage or other loan document.

3. Termination

3

. This Agreement shall remain in full force and effect until July 1, 2014, or unless it is terminated earlier in accordance with the provisions set forth below in this Section :

(a) Any party shall have the right to terminate this Agreement by providing the other party with thirty (30) days advance written notice of its election to do so.

4. Notices

5.

. Any notices required or permitted to be given under this Agreement shall be deemed sufficiently given if mailed by first class mail or by certified mail, postage pre-paid, addressed to the party to be notified at its address shown at the beginning of this Agreement or at such other address as may be furnished in writing to the notifying party.

Miscellaneous

(a)

.

Waiver

(b)

. Any failure of either party hereto to comply with any of its obligations, agreements, or conditions hereunder may be waived in writing by the party to whom such compliance is owed.

Entire Agreement. This Agreement and all related documents, schedules, exhibits, or certificates represent the entire understanding and agreement between the

3

parties with respect to the subject matter and supersede all prior agreements or negotiations between the parties.

(c) Amendment

(d)

. This Agreement may be amended, supplemented, or changed only by an agreement in writing that makes specific reference to this Agreement or the agreement delivered pursuant to it and that is signed by the party against whom enforcement of any such amendment, supplement, or modification is sought.

Headings

(e)

. The paragraph headings in this Agreement are inserted solely for convenience and shall not affect in any way the meaning or interpretation of this Agreement.

Counterparts

(f)

. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

Severability

(g)

. In the event that any provision of this Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void, or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other provisions or circumstances will be interpreted so as to reasonably effect the intent of the parties hereto. The parties hereto further agree to replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business, and other purposes of such void or unenforceable provision.

Binding Effect

(h)

. The terms, covenants, conditions, and obligations set forth in this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective shareholders, officers, directors, successors, assigns, administrators and any agent of the foregoing.

Terms

(i)

. Wherever the context of this Agreement appears to require it, the singular number shall include the plural and vice versa, and the masculine shall include the feminine and/or neuter gender, and vice versa.

Choice of Law

[Remainder of Page Left Intentionally Blank; Signatures Follow]

. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Michigan, without regard to its conflict-of-laws principles.

4

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above written.

CITY: CITY OF EAST LANSING, MICHIGAN, a Michigan municipal corporation

By: Its:

HHP: HOMETOWN HOUSING PARTNERSHIP, INC., a Michigan nonprofit corporation

By: Its: Approved as to form:

LANSING 99997-920 436276

____________________________________ Thomas Yeadon East Lansing City Attorney

A-1

EXHIBIT A

FORM OF PROMISSORY NOTE

1PROMISSORY NOTE

US [$_____________] Date: [__________ ___, 2010] East Lansing, Michigan

Promise to Pay. [____________], an individual, (the "Borrower"), promises to pay to

the order of the City of East Lansing, Michigan, a Michigan municipal corporation (the "Lender"), at 410 Abbot Road, East Lansing, Michigan 48823, the principal sum of [__________________ ($_______________)] and to pay interest on the unpaid balance at the Note Rate (as defined below) until either an Event of Default (as defined below) occurs or this Note becomes due, whether by transfer, default, demand or maturity, and thereafter at a rate equal to the Note Rate _______%_________. In no event will the interest rate exceed the maximum rate allowed by law.

Interest. The "Note Rate" means [___________] percent [(___%)] per year. Interest will be calculated for the actual number of days the principal is outstanding on the basis of a 360 day year.

Payments of Principal and Interest

One hundred percent (100%) of the outstanding principal and accrued interest if the Real Estate is Transferred within twenty-four (24) months from the date of this Note;

. The principal and interest of this Note shall be paid as follows:

Ninety percent (90%) of the outstanding principal and accrued interest if the Real Estate is Transferred after twenty-four (24) months but before thirty-six (36) months from the date of this Note;

Eighty percent (80%) of the outstanding principal and accrued interest if the Real Estate is Transferred after thirty-six (36) months but before forty-eight (48) months from the date of this Note;

Seventy percent (70%) of the outstanding principal and accrued interest if the Real Estate is Transferred after forty-eight (48) months but before sixty (60) months from the date of this Note;

1 Not to exceed 7%

2

Sixty percent (60%) of the outstanding principal and accrued interest if the Real Estate is Transferred after sixty (60) months but before seventy-two (72) months from the date of this Note;

Fifty percent (50%) of the outstanding principal and accrued interest if the Real Estate is Transferred after seventy-two (72) months from the date of this Note; and

Fifty percent (50%) of the outstanding principal and accrued interest, at the election of Lender, in the event Borrower experiences a fifty percent (50%) or greater increase in her base-household annual income compared to the immediately preceding calendar year, for any calendar year during the twelve (12) month period commencing on the date of this Note. Terms of the repayment pursuant to this Paragraph (g)

Notwithstanding anything to the contrary above, Lender, in its sole discretion, may, at any time, agree to forgive any portion of this Note based upon documented economic hardship or other extraordinary circumstances experienced by the undersigned; provided, however, that the Real Estate is Transferred to the Lender in accordance with the right of first offer for the Real Estate delivered by Lender to Borrower.

All payments hereunder shall be in immediately available United States funds, without setoff or counterclaim. If this Note or any installment of this Note is payable on a day other than a Business Day (as defined below), such payment will be extended to the next succeeding Business Day and interest thereon will be payable at the rate herein specified during the extension. If any payment applied by the Lender is subsequently set aside, recovered, rescinded or otherwise required to be returned or disgorged by the Lender for any reason (pursuant to bankruptcy proceedings, fraudulent conveyance statutes, or otherwise), this Note shall be deemed to have continued in existence, notwithstanding the application, and this Note shall be enforceable as to the amount of such payment as fully as if the Lender had not received and applied the payment.

For purposes of this Note, "Transfer" means any sale, transfer, assignment, pledge, mortgage, exchange, hypothetication, grant of a security interest or other direct or indirect disposition or encumbrance of an interest whether with or without consideration, whether voluntarily or involuntarily or by operation of law or the acts thereof. The terms "Transferee," "Transferred," and other forms of the word "Transfer" shall have correlative meanings.

shall be determined in the sole discretion of Lender.

Prepayment. The Borrower may at any time prepay this Note in whole or in part without premium, penalty or consent of the Lender. Each payment or prepayment will be applied first to accrued interest, then to principal.

Real Estate. In this Note, the "Real Estate" means the residential real estate known as [___________________], East Lansing, Michigan 48823.

Security. This Note and any other indebtedness and liabilities of the Borrower to the Lender, and all renewals or extensions thereof, whether joint or several, contingent or absolute,

3

now existing or hereafter arising, and howsoever evidenced (herein collectively called the "Liabilities") are secured by all collateral, rights and properties described in each and every mortgage, security agreement, pledge, assignment and other security or collateral agreement which has been, or will hereafter be, executed by the Borrower and/or any guarantor to or for the benefit of the Lender (all herein collectively called the "Collateral"). The Collateral includes a first priority mortgage as to the Real Estate (the "Mortgage"). All Collateral pledged to the Lender to secure the indebtedness evidenced by this Note will also secure all other current and future indebtedness of the Borrower to the Lender, and vice versa. A default under the indebtedness evidenced by this Note will constitute a default under all other current and future indebtedness of the Borrower to the Lender, and vice versa.

Representations. The Borrower represents: (a) that the execution and delivery of this Note and the performance of the obligations it imposes do not violate any law, conflict with any agreement by which she is bound, or require the consent or approval of any governmental authority or any third party; (b) that this Note is a valid and binding agreement, enforceable according to its terms; and (c) that all balance sheets, profit and loss statements, and other financial statements furnished to the Lender are accurate and fairly reflect the financial condition of the organizations and persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates.

Default. Occurrence of any of the following events is an "Event of Default" under this Note: (a) non-payment when due, of this Note or any other Liabilities, or any obligations of any guarantor to the Lender ("Payment Default"); (b) failure of the Borrower or any guarantor to comply with any term of any agreement between any of them and the Lender; (c) the Lender discovers that any warranty or representation made to it by the Borrower or any guarantor was or is false; (d) the Borrower or any guarantor becomes insolvent or unable to pay debts as they mature or makes an assignment for the benefit of creditors or any judgment is entered or any writ of attachment, garnishment or execution or tax lien is issued or levied against any one of them, any of her property or the Collateral; (e) any proceeding is instituted by or against the Borrower or any Guarantor under any bankruptcy, insolvency, or similar laws ("Bankruptcy Default"); (e) any indebtedness of the Borrower or any guarantor becomes due by reason of default and/or acceleration of the maturity thereof; (f) [INTENTIONALLY OMITTED]; (g) actual, impending, or reasonably anticipated decline in the value of the Collateral or the Lender deems the margin of the Collateral securing the Liabilities to be insufficient; (h) sale of any assets of the Borrower, other than sales of inventory in the ordinary course of business; (i) [INTENTIONALLY OMITTED]; (j) failure of the Borrower or any guarantor to pay, when due, any federal, state, or local tax, assessment, withheld tax, or similar obligation; (k) any guaranty of, document granting security for, or subordination agreement regarding, any of the Liabilities shall, at any time, cease to be in full force and effect or be declared null and void, or any party to such guaranty, security document or subordination agreement (other than the Lender) gives notice of termination thereunder or denies that it has any future or further liability thereunder (by giving notice to such effect or otherwise) or contests the validity or enforceability thereof; (l) the Lender deems itself insecure, in good faith, believing that the prospect of payment of this Note or any of the Liabilities is impaired or in good faith fearing deterioration, removal or waste of any of the Collateral; or (m) the Borrower or any guarantor becomes subject at any time to any law, regulation or list of any government agency (including, without limitation, the U.S. Office of

4

Foreign Asset Control list) that prohibits or limits the Lender from making an advance or extension of credit to the Borrower or any guarantor or from otherwise conducting business with the Borrower or any guarantor or fails to provide documentary and other evidence of the Borrower's or any guarantor's identity as may be requested by the Lender at any time to enable the Lender to verify the Borrower's or any guarantor's identity or to comply with any applicable law or regulation, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.

Remedies on Default. Upon occurrence of an Event of Default and after the giving of any required notice of default and opportunity to cure: (a) this Note and all of the other Liabilities (regardless of any contrary terms of such Liabilities) shall, at the Lender's option, be immediately due and payable without further demand or further notice; (b) the Lender may exercise any right and remedies granted to it by this Note, any of the Liabilities or any present or future agreement with any of the Borrower or any guarantor, or otherwise available to the Lender under applicable law; (c) the Lender may exercise its right of set-off and/or take possession of and dispose of any of the Collateral. The Borrower and all guarantors agree to reimburse the holder or owner of this Note upon demand for any and all reasonable costs and reasonable expenses (including without limit, court costs, legal expenses and reasonable attorney fees, whether inside or outside counsel is used, whether or not suit is instituted and, if suit is instituted, whether at the trial court level, appellate level, in a bankruptcy, probate or administrative proceeding or otherwise) incurred in collecting or attempting to collect this Note or incurred in any other matter or proceeding relating to this Note (including participating or taking action in any bankruptcy or other insolvency proceeding of the Borrower or any guarantor).

Notice of Default and Opportunity to Cure. In the event of a Bankruptcy Default, a notice of default is not required, opportunity to cure is not required, and, at the Lender's option, acceleration of the Liabilities is immediate and automatic. In the event of a Payment Default, the Lender will give to the Borrower a written notice of default, and an opportunity of at least ten (10) days to cure the Payment Default. In the event of any other default (other than a Bankruptcy Default or a Payment Default), the Lender will give to the Borrower a written notice of default, and an opportunity of at least thirty (30) days to cure the default.

Waiver. The Borrower and any other party liable for the debt evidenced by this Note, severally waives demand, presentment, notice of dishonor and protest of this Note; and consents to any extension or postponement of time of its payment without limit as to number or period; to any substitution, exchange or release of all or any part of the Collateral securing this Note; to the addition of any party; and to the release, discharge, or suspension of any rights and remedies against any person who may be liable for the payment of the debt evidenced by this Note. No delay on the part of the Lender in the exercise of any right or remedy will operate as a waiver; no single or partial exercise by the Lender of any right or remedy will preclude any other or further exercise of that right or remedy or the exercise of any other right or remedy; and no waiver or indulgence by the Lender of any default is effective unless it is in writing and signed by the Lender; nor will a waiver on one occasion be construed as a bar to, or waiver of, any right on any future occasion.

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Governing Law. This Note is delivered in the State of Michigan. This Note and the rights and obligations of the parties hereunder shall be governed by the laws of the State of Michigan without regard to conflict of law provisions and is performable in Ingham County, Michigan.

Binding Effect. This Note is binding on the Borrower and its successors and, and inures to the benefit of the Lender and its successors and assigns.

Business Day. If any action is required or permitted to be taken hereunder on a Sunday, legal holiday or other day on which banking institutions in the State of Michigan are authorized or required to close, such action shall be taken on the next succeeding day which is a business day, and, to the extent applicable, interest on the unpaid principal balance shall continue to accrue at the applicable rate.

Servicing Requirements. As long as any Liabilities are owed by the Borrower to the Lender: (1) annually, within ten days after its filing date, the Borrower will deliver to the Lender a true and accurate copy of the Borrower's signed and filed federal income tax return, with all attachments and schedules; (2) annually, at a time specified by the Lender, the Borrower will deliver to the Lender (or cause each guarantor to deliver to the Lender) a true and accurate copy each guarantor's signed and filed federal income tax return, with all attachments and schedules; (3) annually, at a time specified by the Lender, the Borrower will deliver to the Lender (or cause each guarantor to deliver to the Lender), on a form specified or approved by the Lender, the then current signed annual personal financial statement of the Borrower and each guarantor; and (4) from time to time, as requested by the Lender, the Borrower will provide other business and financial information pertaining to the Borrower, any guarantor, and/or the Real Estate.

Miscellaneous. The term "guarantor" or "Guarantor" as used herein means any person or entity endorsing or guaranteeing, or granting security for this Note in any manner. The obligations of the Borrower and all guarantors under this Note are joint and several; and the Borrower and each guarantor is individually liable for all amounts due under this Note. Nothing in this Note shall waive or restrict any right of the Lender granted in any other document or by law. No delay on the part of the Lender in the exercise of any right or remedy shall operate as a waiver. No single or partial exercise by the Lender of any right or remedy shall preclude any other future exercise of that right or remedy or the exercise of any other right or remedy. The terms and conditions of this Note may not be amended, waived or modified except in a writing signed by an officer of the Lender expressly stating that the writing constitutes an amendment, waiver, or modification of the terms of this Note. A waiver on one occasion shall not be construed as a waiver of that term on any future occasion. Acceptance of partial or late payments owing on this Note at any time shall not be deemed a waiver of any default. All rights, remedies and security granted to the Lender herein are cumulative and in addition to other rights, remedies or security which may be granted elsewhere or by law. Whenever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law. If any provision hereof shall be declared invalid or illegal it shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of the provision or the remaining provisions of this Note. Any reference to the Lender shall include any holder of this Note and any holder shall succeed to the Lender's rights. This Note shall bind the respective heirs, personal representatives, successors and assigns of the Borrower and all guarantors. The Borrower and all guarantors agree that any action against them for enforcement of this Note may

6

be brought by the Lender in any federal, municipal or state court in Michigan, having jurisdiction of the subject matter; they consent to personal jurisdiction over them by such courts; and they consent to venue in such courts. This Note and the documents evidencing the Liabilities were negotiated by the Borrower in Michigan; the proceeds of this Note and the Liabilities will be disbursed from and in the State of Michigan; and this Note and the Liabilities will be repaid in the State of Michigan. The Borrower and all guarantors agree to reimburse the Lender for all expenses incurred by the Lender in its investigation, processing, and preparation for closing of the loan evidenced by this Note including reasonable attorneys' fees and costs, title insurance fees, survey fees, appraisal fees, and other out-of-pocket expenses.

WAIVER OF SPECIAL DAMAGES. THE BORROWER WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THE BORROWER MAY HAVE TO CLAIM OR RECOVER FROM THE LENDER IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

WAIVER OF JURY TRIAL

. BORROWER AND LENDER HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) BETWEEN THE BORROWER AND THE LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE, ANY OF THE LIABILITIES, OR ANY ALLEGED ACT OR NEGLECT OF THE LENDER. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK TO PROVIDE THE FINANCING DESCRIBED HEREIN.

Consent to HHP Serving as Administrator

____________________________

. Borrower acknowledges that Hometown Housing Partnership, Inc., a Michigan nonprofit corporation ("HHP") has entered into an Administrative Services Agreement with the City, whereby HHP, among other things, serves as the City's administrative agent for purposes of exercising and enforcing the City's rights under this Note and the Mortgage. Borrower hereby consents to HHP enforcing against Borrower or any person any rights of the City or obligations of the Borrower under or arising from the Borrower's Note or under the Mortgage, whether or not the Borrower is in default hereunder or under the Mortgage. The City shall fully cooperate with HHP in the enforcement by HHP Borrower:

[______________], an individual

WITNESSES:

____________________________ _______________________________

Name:_______________________ Name: _______________

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Name:_______________________

LANSING 99997-920 435776v3

B-8

EXHIBIT B

FORM OF MORTGAGE

FUTURE ADVANCE MORTGAGE (Residential Property)

1. Date. The date of this Mortgage is ___________ ___, 2010. 2. Parties to Future Advance Mortgage. This is a future advance mortgage. The parties to this Mortgage are the Mortgagor (the grantor of the Mortgage) and the City (the mortgagee and grantee of the Mortgage). The "Mortgagor" means [__________________], a [single/married man/women], whose address is [__________________], East Lansing, Michigan 48823. The "City" means the City of East Lansing, Michigan, a Michigan municipal corporation, whose principal office is at 410 Abbot Road, East Lansing, Michigan 48823. In this Mortgage, the "Borrower" means the Mortgagor. 3. Mortgage and Warranty of Real Estate

The Real Estate includes, and Mortgagor also mortgages and warrants to the City: (a) all privileges, appurtenances, improvements, buildings, tenements, hereditaments, easements, rights of way, licenses, permits, riparian and littoral rights, mineral rights, oil rights, gas rights, water rights, rights to adjoining land, and all other rights belonging to the Real Estate and which may hereafter attach to the Real Estate; (b) all rights to make divisions of the Real Estate that are exempt from the platting requirements of the Michigan Land Division Act, as amended from time to time; (c) all rents, issues, profits, revenues, proceeds, accounts and general intangibles arising from or relating to the Real Estate or any business conducted on the Real Estate by the Mortgagor, including, without limitation, all rights conferred by Act No. 210 of Michigan Public Acts of 1953, as amended (collectively the "Rents and Accounts"); (d) all equipment, other goods, and fixtures of every kind and nature whatsoever, now or hereafter located in or upon the Real Estate or any part thereof and used or useable in connection with any present or future operation of the Real Estate (hereinafter called "Equipment and Fixtures"), whether now owned or hereafter acquired by the Mortgagor, including, without limitation, all heating, air conditioning, ventilation, lighting, power equipment, engines, signs, security systems, fences, pipes, pumps, tanks, motors, plumbing, cleaning, fire prevention, fire extinguishing, apparatus,

. The following described real estate, and all other property rights related to the following described real estate, are referred to in this Mortgage as the "Real Estate." In consideration of and to secure the Liabilities defined below, the Mortgagor mortgages and warrants to the City, its successors and assigns, the Real Estate in the City of East Lansing, Ingham County, Michigan, described as:

[INSERT LEGAL DESCRIPTION] Commonly known as: [_________________________________]. Tax parcel no.: [______________________________________]

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shades, awnings, screens, storm doors and windows, appliances, attached cabinets, partitions, carpeting, ground maintenance equipment, and similar types of equipment, all of which will be deemed to be real estate and mortgaged by this Mortgage; (e) all "as-extracted collateral" related to the Real Estate; and (f) all awards or payments, and interest on them, made with respect to the Real Estate as a result of (i) any eminent domain proceeding, (ii) any street grade alteration, (iii) any loss of or damage to any building or other improvement, (iv) any other injury to or decrease in the value of the Real Estate, (v) any refund due on account of the payment of real estate taxes, assessments or other charges levied against the Real Estate or (vi) any refund of utility deposits or right to any tenant deposit. 4. Security Agreement, Fixture Filing, Financing Statement. With regard to the Equipment and Fixtures, the as-extracted collateral, the Rents and Accounts, and all proceeds of the foregoing, this Mortgage constitutes a mortgage, a security agreement, a fixture filing, and a financing statement. 5. Title to Real Estate, Priority of Lien and Permitted Encumbrances. The Mortgagor does and will own good and marketable title to the Real Estate, free of all easements, liens, mortgages, security interests, encroachments, encumbrances, leasehold interests, rights, claims, and other interests of any nature (herein "Interests"), other than Interests which are consented to in writing by the City (the "Permitted Encumbrances"). The Mortgagor will forever warrant and defend the Real Estate against any and all Interests, other than Permitted Encumbrances, and the lien created by this Mortgage is and will be kept as a first lien upon the Real Estate, unless otherwise agreed in writing by the City. The Mortgagor will pay when due all obligations which, if unpaid, may become a lien on the Real Estate. Upon request, the Mortgagor will, at the Mortgagor's cost, provide the City with a title insurance policy and other evidence of title as the City may request from time to time which must be in form and substance satisfactory to the City. The Permitted Encumbrances are: [INSERT FROM TITLE INSURANCE COMMITMENT]. 6. Liabilities Secured. This Mortgage is a "residential future advance mortgage" within the meaning of Act No. 348 of Michigan Public Acts of 1990, MCL 565.901, et seq., as amended from time to time. The maximum principal amount, excluding protective advances that may be secured by this mortgage is $______________, which maximum principal amount shall include all existing and future “Liabilities” as defined below. This Mortgage secures the following obligations to the City (collectively referred to in this Mortgage as the "Liabilities"): A. The indebtedness and obligations (including future advances) evidenced by the Borrower's Promissory Note of even date in the face principal amount of [$___________] and any extensions, renewals, modifications, or replacements thereof; and B. ALL EXISTING AND FUTURE OBLIGATIONS OF THE BORROWER AND/OR THE MORTGAGOR TO THE CITY, INCLUDING FUTURE ADVANCES, WHETHER OR NOT THE INSTRUMENTS EVIDENCING SUCH OBLIGATIONS ARE DESCRIBED ABOVE; and

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C. Payment and performance of the provisions of this Mortgage, including without limitation all sums expended by the City to perform such provisions, and all existing and future assignments of leases and/or rents arising from the Real Estate; and; D. Payment and performance of all advances (including future advances), notes, undertakings, obligations, debts, liabilities, agreements, applications or agreements for issuance of letters of credit, assignments, guarantees, or promises of or by the Borrower and/or the Mortgagor to or with the City, whether due, existing or arising, now or in the future, absolute or contingent, direct or indirect, however arising, evidenced or acquired by the City, and including obligations originally owing by the Borrower and/or the Mortgagor to a third party and assigned by such third party to the City; and E. Payment and performance of all existing and future obligations (including the kinds of obligation described above) to the City of any persons or entities for which the Borrower and/or Mortgagor is or becomes an accommodation party, surety, or grantor of whose obligations this Mortgage is given to secure; and F. If more than one person appears as the Borrower and/or the Mortgagor, the Liabilities include, without limitation, all of the joint, several and individual obligations of each such person to the City; and G. If the proceeds of any of the Liabilities created in the future are utilized to pay and/or renew any then pre-existing Liabilities, such future Liabilities will be presumed to be renewals or extensions of such pre-existing Liabilities; and H. All extensions, renewals, modifications and replacements of the foregoing. 7. Payment and Performance of Obligations

8.

. The Mortgagor and/or the Borrower, as the case may be, will pay the Liabilities in accordance with their terms and will keep and perform all of the terms, conditions and covenants of the Liabilities.

Condition, Maintenance and Use of the Real Estate. The Real Estate is and will be maintained in good condition sufficient for the use contemplated by the Mortgagor, and free of all material defects. The Permitted Encumbrances do not now, and will not be allowed in the future to, materially impair or restrict the use of the Real Estate as contemplated by the Mortgagor. The Mortgagor will not commit, now or hereafter, waste on the Real Estate and will maintain all of the Real Estate in good condition and working order satisfactory to the City, and will make all repairs and replace all Equipment and Fixtures necessary to maintain the utility and value of the Real Estate and keep it in compliance with all applicable laws, regulations, and ordinances. The Mortgagor will do everything necessary to keep in force any manufacturer’s and seller’s warranties with respect to the Equipment and Fixtures. The Mortgagor will hold all valid permits and licenses necessary to operate and maintain the Real Estate as contemplated by the Mortgagor and the Real Estate will be used only for lawful purposes and in compliance with all applicable laws, regulations and ordinances. The Mortgagor will promptly repair, restore,

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replace or rebuild each part of the Real Estate which may be damaged or destroyed by fire or other casualty or which may be affected by any eminent domain proceedings, notwithstanding application by the City of the insurance proceeds or eminent domain award to payment of the Liabilities. 9. Payment of Taxes. The Mortgagor must pay and discharge all taxes, assessments, fees, licenses, liens, and charges at any time levied upon or assessed against the Mortgagor or the Real Estate. The Mortgagor will not do anything or permit anything to be done which would impair the lien of this Mortgage. Notwithstanding the foregoing, the Mortgagor will not be required to pay any tax, assessment fee, license, lien, or charge so long as it is in good faith contesting the validity thereof. If such contest is made, the Mortgagor must provide security for payment of such tax, assessment, fee, license, lien, or charge in a manner satisfactory of the City. 10. Insurance

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. The Mortgagor must carry insurance against such risks, with such companies, and in such amounts as is satisfactory to the City (including but not limited to, hazard insurance and flood insurance, if the Real Estate is located within a flood hazard area); each policy must be in a form satisfactory to the City with standard mortgagee clauses making all loss payable to the City. The Mortgagor will promptly pay all premiums therefor, and deliver to the City all such policies of insurance. All insurance policies will provide that notice of non-renewal or cancellation must be given to the City at least thirty (30) days before such non-renewal or cancellation. Any insurance money received by the City may, at its sole election, be paid, either in whole or in part, to the Mortgagor for the purpose of defraying the costs and expenses of repair, restoration or replacement of the Real Estate damaged or destroyed, or be retained and applied toward the payment of any of the Liabilities, in whatever order the City elects, with the excess, if any, over the Liabilities to be repaid to the Mortgagor, without impairing the Mortgagor’s duties under this Mortgage or the Liabilities. In the event of loss with respect to the Real Estate, the Mortgagor will promptly notify the City thereof and the City may make any proof of loss not promptly made by the Mortgagor. In the event of foreclosure or other disposition of the Real Estate in partial or full payment of the Liabilities, the City will be entitled to all of the Mortgagor’s right, title and interest in and to all policies of insurance with respect to the Real Estate, including, without limitation, the right to collect any unearned premium refund relating to such policies.

Escrow of Tax and Insurance. Upon demand by the City, the Mortgagor will pay monthly to the City a sum (determined by the City from time to time) to be held by the City for application to payment of the annual taxes and assessments on the Real Estate next coming due, and the annual premiums on required insurance policies on the Real Estate next coming due, all as estimated by the City so as to enable the City to pay such taxes, assessments and insurance premiums in full thirty (30) days before the due date thereof. Upon occurrence of an Event of Default, moneys so held by the City may be applied against the Liabilities. If the funds so paid to the City are insufficient to pay such taxes, assessments and insurance premiums in full thirty (30) days before the due dates thereof, the Mortgagor will immediately upon written demand therefor, pay to the City such additional sums as are required to pay such taxes, assessments and insurance premiums in full thirty (30) days before the due date thereof. If the funds so paid to the City will exceed the amount of taxes, assessments and insurance premiums paid by the City,

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such excess will be credited by the City to subsequent payments required to be made by the Mortgagor pursuant to this paragraph. 12. Assignment of Awards and Tax Refunds. The Mortgagor hereby assigns to the City, in their entirety, all judgments, decrees and awards for injury or damage to the Real Estate, all awards pursuant to proceedings for condemnation thereof, and all refunds of local, state or federal income or other taxes relating to the Real Estate or the disposition thereof by the Mortgagor (the “Claims”). The Mortgagor authorizes the City, at its sole election (and as to refunds of taxes, after default), to apply the Claims, or the proceeds thereof, to the Liabilities in such manner as the City may elect; and the Mortgagor hereby authorizes the City, at its option (and as to refunds of taxes, after default), in the name of the Mortgagor, to appear and participate in any proceeding related to the Claims and to execute and deliver valid receipts, discharges, and settlements for, and to appeal from, any award, judgment or decree with respect to the Claims. 13. City’s Right to Perform. If the Mortgagor defaults in the payment of any taxes, assessments or charges (or in providing security as provided in Section 9), in procuring or maintaining insurance in maintaining the Real Estate, or in performing any of the other obligations of this Mortgage, then the City may, at its option, (notwithstanding anything to the contrary contained in any of the Liabilities) take any action or pay any amount required to be taken or paid by the Mortgagor hereunder. The cost of such action or payment by the City will be immediately paid by the Mortgagor, will be added to the Liabilities, will be secured hereby, and will bear interest at the highest rate specified in the Liabilities from the date incurred by the City until fully paid. No such action taken or amount paid by the City will constitute a waiver of any default of the Mortgagor hereunder. 14. Removal from Real Estate. Except for maintenance in the ordinary course of business, the Mortgagor will not, without the prior written consent of the City, materially alter, remove or demolish any timber, topsoil, minerals, fixture, building, or improvement forming part of the Real Estate. 15. Transfer of the Real Estate. The City is relying upon the integrity of the Mortgagor and its promises to perform the covenants of this Mortgage. The Mortgagor will not sell, transfer, convey, assign, lease for a period exceeding one year, dispose of, or further encumber, voluntarily or involuntarily, its interest in any of the Real Estate by deed, land contract, lease, mortgage or otherwise, without the prior written consent of the City (provided, however, that leasing the Real Estate for a period exceeding one year will not require the prior written consent of the City if the Mortgagor is in the business of leasing the Real Estate and the leasing is in the ordinary course of such business). Subject to the foregoing, if the ownership of the Real Estate, or any part thereof, becomes vested in a person other than the Mortgagor, the City may deal with such successor or successors in interest in the same manner as with the Mortgagor, without in any manner vitiating or discharging the Mortgagor’s liability hereunder or upon the Liabilities. The Mortgagor will at all times continue to be primarily liable on the Liabilities until fully discharged or until the Mortgagor is formally released in writing by the City.

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16. Additional Documents

17.

. At any time, upon request of the City, the Mortgagor will execute and deliver or cause to be executed and delivered to the City and, where appropriate, will cause to be recorded and/or filed at such time and in such offices and places designated by the City, any and all such other and further mortgages, financing statements, instruments of further assurance, certificates and other documents as may, in the opinion of the City or its counsel, be necessary or desirable to effectuate, complete, perfect, continue or preserve the obligation of the Mortgagor under this Mortgage and the lien of this Mortgage as a first lien upon all the Real Estate (excepting prior liens consented to in writing by the City). If the Mortgagor fails to comply with the foregoing sentence, the City may execute, record, file, re-record and refile any and all such mortgages, financing statements, instruments, certificates and documents for and in the name of the Mortgagor and the Mortgagor hereby irrevocably appoints the City as its agent and attorney in fact to do so.

Assignment of Leases, Rents and Other Property. As additional security for the payment and performance of the Indebtedness, Mortgagor grants a security interest to the City in all deposit or other accounts with the City and Mortgagor assigns to the City all its right, title and interest in all written and oral leases and occupancy agreements, now or later existing, covering the Real Estate (but without an assumption by the City of liabilities of Mortgagor under any of these leases or occupancy agreements by virtue of this assignment), and Mortgagor assigns to the City the rents, issues and profits of the Real Estate. If an Event of Default occurs under this Mortgage, the City may receive and collect the rents, issues and profits personally or through a receiver so long as the Event of Default exists and during the pendency of any foreclosure proceedings and during any redemption period. Mortgagor agrees to consent to the appointment of a receiver if this is believed necessary or desirable by the City to enforce its rights under this Mortgage. The City will at no time have any obligation to attempt to collect rent or other amounts from any tenant or occupier of the Real Estate. The City will at no time have any obligation to enforce any other obligations owed by tenants or occupiers of the Real Estate to Mortgagor. No action taken by the City under this Mortgage will make the City a “mortgagee in possession.” Mortgagor will at no time collect advance rent under any lease or occupancy agreement pertaining to the Real Estate in excess of one month (other than as a security deposit) and the City will not be bound in any respect by any rent prepayment in violation of this prohibition. The assignment of licenses and permits under this Mortgage will not be construed as a consent by the City to any license or permit so assigned, or to impose upon the City any obligations with respect to them. Mortgagor will not cancel or amend any of the licenses and permits assigned (nor permit any of them to terminate if they are necessary or desirable for the operation of the Real Estate) without first obtaining the written approval of the City. This paragraph will not be applicable to any license or permit that terminates if it is assigned without the consent of another party (other than Mortgagor), unless this consent has been obtained nor will this paragraph be construed as a present assignment of any license or permit that Mortgagor is required by law to hold. Mortgagor will comply with and perform as required all obligations and restrictions imposed upon Mortgagor or the Real Estate under applicable deed restrictions, restrictive covenants, easements, leases, land contracts, condominium or planned unit development documents, or other agreements affecting the Real Estate, but this is not a consent by the City to take subject to any of these agreements, if any, and the City does not assume any obligations under these agreements. Mortgagor will promptly provide the City with certificates of occupancy, licenses, rent rolls, income and expense statements and other documents and

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information pertaining to the Real Estate and its operations as the City, from time to time, may request. 18. Waste and Receiver. The failure, refusal or neglect of the Mortgagor to pay any of the taxes assessed against the Real Estate before any interest or penalty attaches thereto and to provide adequate security therefor will constitute waste hereunder and in accordance with the provisions of Act No. 236 of the Public Acts of Michigan for 1961. The failure, refusal or neglect of the Mortgagor to keep the Real Estate adequately insured as herein provided, or to pay the premiums therefor, will likewise constitute waste hereunder and in accordance with the provisions of Act No. 236. Upon the happening of any act of waste and on proper application made therefor by the City to a court of competent jurisdiction, the City will forthwith be entitled to the appointment of a receiver of the Real Estate and of the earnings, income, issue and profits thereof, with such powers as the court making such appointment may confer. The Mortgagor hereby irrevocably consents to such appointment and waives notice of any application therefor. 19. Reimbursement of Expenses

20.

. The Mortgagor will pay or reimburse the City for expenses reasonably necessary or incidental to the protection of the lien and priority of this Mortgage and for expenses incurred by the City in seeking to enforce the provisions hereof and of the Liabilities (whether before or after default, through formal or informal collection actions, workout or otherwise), including but not limited to costs of evidence of title to and survey of the Real Estate, costs of recording this and other instruments, actual, reasonable attorney fees (including, but not limited to, fees incurred in participating or taking action in any bankruptcy or other insolvency proceeding of Mortgagor), trustees’ fees, court costs, and expenses of advertising, selling and conveying the Real Estate. All such payments or reimbursements will be paid immediately to the City, will be added to the Liabilities, will be secured by this Mortgage, and will bear interest at the highest rate specified in the Liabilities from the date incurred by the City until fully paid.

Inspection and Reports. At all reasonable times, the City and its agents may inspect the Real Estate to ascertain whether the covenants and agreements contained herein or in any supplementary agreement are being performed. Upon demand by the City, the Mortgagor will promptly deliver to the City all financial reports, statements, rent rolls and other documents relating to the Real Estate and the Mortgagor, as may be reasonably requested by the City. Mortgagor hereby authorizes the City to undertake or to have third parties undertake on its behalf (not more often than twice in any 12 month period) environmental investigations regarding the Real Estate and its operation including research into the previous and current ownership, use, and condition (by taking samples or borings or otherwise) of the Real Estate for the purpose of attempting to determine whether: (i) Mortgagor or any current or past occupant of the Real Estate has violated any federal, state or local laws involving the protection of the environment and/or the disposition of, or exposure to, hazardous or toxic substances, as now existing or as hereinafter amended or enacted, or any rules, regulations, guidelines or standards promulgated pursuant thereto; and (ii) whether any hazardous or toxic substances have been used or disposed of on the Real Estate. Such investigations may be performed at any time before or after occurrence of an Event of Default and Mortgagor will permit the City and persons acting on its behalf to have access to the Real Estate and records concerning the Real Estate for the purpose of conducting such investigations. The cost of all such investigations will be immediately paid by

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Mortgagor to the City, and if not paid, will be added to the Liabilities secured hereby and will bear interest at the highest rate specified in any of the Liabilities secured hereby from the date incurred by the City until paid. 21. Events of Default

22.

. Occurrence of any one of the following events will constitute an “Event of Default” under this Mortgage: (a) breach, failure of payment or performance, or default by the Borrower and/or the Mortgagor, as the case may be, of or under any of the terms, conditions, or covenants of this Mortgage, any of the Liabilities, or any other instrument or agreement executed by the Borrower and/or the Mortgagor with or in favor of the City; (b) breach, failure of payment or performance, or default by any obligor other than the Borrower or the Mortgagor of or under any of the terms, conditions or covenants of any of the Liabilities for which this Mortgage is given as security, or of any other instrument or agreement executed by such obligor with or in favor of the City; (c) the Borrower and/or the Mortgagor makes an assignment for the benefit of creditors, or a receiver, liquidator, or trustee is appointed for the Borrower or the Mortgagor or any of their property; (d) any proceeding under any insolvency or bankruptcy law is instituted by or against the Borrower and/or the Mortgagor or any action is taken to realize upon or any proceeding is instituted to foreclose any mortgage, security interest, or lien of any kind against the Real Estate; (e) any default in the terms, conditions or covenants of any mortgage, lease, land contract, easement or other instrument which evidences an interest in the Real Estate by any third party; (f) any representation, warranty, financial statement, report or other information made or furnished by or on behalf of the Borrower and/or the Mortgagor to the City at any time proves to be, or to have been, false or materially misleading when made or furnished; and/or (g) any substantial damage or destruction to the Real Estate or the issuance or filing of any attachment, levy, garnishment or other judicial process or proceeding upon or in respect of the Borrower, the Mortgagor, or the Real Estate.

City’s Rights Upon Default. Upon occurrence of an Event of Default all of the Liabilities (regardless of any contrary terms thereof) will, at the option of the City, be immediately due and payable without demand or notice, and the City may take any one or more of the following actions not contrary to law: (a) foreclose this Mortgage by legal proceedings and collect its actual attorney fees as awarded by the Court; (b) sell, grant, and convey the Real Estate, or cause the Real Estate to be sold, granted and conveyed at public sale and to execute and deliver to the purchaser at such sale a good and sufficient deed or deeds of conveyance at law, pursuant to the statute in such case made and provided and out of the proceeds of such sale to retain the sums due under this Mortgage and all costs and charges of the sale (including, without limitation, the attorney fees provided by statute), rendering the surplus moneys, if any, to the Mortgagor or as otherwise provided by law, and in the event of a public sale and unless otherwise prohibited by law, the Real Estate may be sold as one or more parcels, the City may sell the Real Estate for cash and/or secured credit, and the City may give a warranty deed to the purchaser binding upon the Mortgagor and all claiming under the Mortgagor; (c) as to the Equipment and Fixtures and Rents and Accounts, exercise any of the rights and remedies of a creditor under the Uniform Commercial Code, any other law, and any Court Rule; (d) enter upon the Real Estate and take other actions as the City deems appropriate to perform the Mortgagor’s obligations under this Mortgage, to inspect, repair, protect or preserve the Real Estate, to investigate or test for the presence of any hazardous materials, and/or to appraise the Real Estate, each of the rights under this subparagraph being specifically enforceable since there is not

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adequate monetary remedy available to the City; (e) exercise any and all rights granted to the City herein or in any of the Liabilities; and/or (f) take any other action allowed by law. Acceleration of the Liabilities as provided in this Mortgage will trigger any applicable prepayment premium or formula. Without limiting when a prepayment premium may be due, it is agreed that, at any time after acceleration, a tender of payment of the amount necessary to satisfy the entire Liabilities by or on behalf of the Mortgagor or otherwise, must include any applicable prepayment premium or formula. 23. Application of Payments After Default. Notwithstanding anything to the contrary contained in this Mortgage or in any of the Liabilities, upon occurrence of an Event of Default under this Mortgage, any proceeds of any foreclosure, voluntary sale, or other disposition of the Real Estate will be applied by the City to reduction of the Liabilities in such order as the City will determine in its sole judgment and the Mortgagor will have no right to require the City to apply such proceeds to any specific Liabilities. 24. Subrogation. Any transferee of, or endorser, guarantor or surety or other party providing security who pays the Liabilities secured hereby in full may take over all or any part of the Real Estate and will succeed to all rights of the City in respect thereto and the City will be under no further responsibility therefor. No party will succeed to any of the rights of the City so long as any of the Liabilities remain unpaid to the City. 25. Release of Security. The Mortgagor agrees that the City may, without impairing the obligation of the Mortgagor hereunder: release any other obligors or guarantors from their obligations to pay or perform the Liabilities; release any security of any obligor or guarantor of the Liabilities before or after maturity of any of the Liabilities; take, release or enforce its rights with respect to any of the Real Estate without being obliged first to do so to any other security, whether owned by the Mortgagor or any other person; and agree with any obligor of the Liabilities to extend, modify, forbear or make any accommodations with regard to the terms of the Liabilities owed by such obligor. 26. WAIVER OF RIGHTS REGARDING SALE BY ADVERTISEMENT

27.

. WARNING: THIS MORTGAGE CONTAINS A POWER OF SALE AND UPON DEFAULT MAY BE FORECLOSED BY ADVERTISEMENT. IN FORECLOSURE BY ADVERTISEMENT AND THE RELATED SALE OF THE PREMISES, NO HEARING IS REQUIRED AND THE ONLY NOTICE REQUIRED IS TO PUBLISH NOTICE IN A LOCAL NEWSPAPER AND TO POST A COPY OF THE NOTICE ON THE PREMISES. MORTGAGOR WAIVES ALL RIGHTS UNDER THE CONSTITUTION AND LAWS OF THE UNITED STATES AND THE STATE OF MICHIGAN TO A HEARING PRIOR TO SALE IN CONNECTION WITH FORECLOSURE BY ADVERTISEMENT AND ALL NOTICE REQUIREMENTS EXCEPT AS SET FORTH IN THE MICHIGAN STATUTE PROVIDING FOR FORECLOSURE BY ADVERTISEMENT.

No Consent. Nothing in this Mortgage will be deemed or construed in any way as constituting the consent or request by the City, express or implied, to any contractor, subcontractor, laborer, mechanic or materialman for the performance of any labor or the furnishing of any material for any improvement, construction, alteration or repair of the Real

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Estate. The Mortgagor further agrees that the City does not stand in any fiduciary relationship to the Mortgagor. 28. Environmental Laws. The following provisions of this Mortgage pertain to environmental issues in connection with the Real Estate: (a) No Use, Violation, or Condition. The Mortgagor represents and covenants that the Mortgagor has not used Hazardous Materials (as later defined) on or affecting the Real Estate in any manner which violates Environmental Laws (as later defined), that there is no condition concerning the Real Estate which could require remediation pursuant to Environmental Laws, and that, to the best of the Mortgagor’s knowledge, no prior owner of the Real Estate or any current or prior occupant has used Hazardous Materials on or affecting the Real Estate in any manner which violates Environmental Laws. The Mortgagor covenants and agrees that neither it nor any occupant will use, introduce or maintain Hazardous Materials on the Real Estate unless done in strict compliance with all Environmental Laws. (b) Investigation, Remediation, Information, Indemnification. The Mortgagor will conduct and complete all investigations, environmental audits, studies, sampling and testing, and all remedial, removal and other actions necessary to clean up and remove all Hazardous Materials on or affecting the Real Estate, whether caused by the Mortgagor or a third party, in accordance with all Environmental Laws to the satisfaction of the City, and in accordance with the orders and directives of all federal, state and local governmental authorities, and the Mortgagor will notify the City in writing prior to taking, and continually after that of the status of, all such actions. The Mortgagor will, promptly upon the City’s request, provide the City with copies of the results of all such actions and all related documents and information. Any remedial, removal or other action by the Mortgagor will not be deemed a cure or waiver of any breach of this Mortgage due to the presence or use of Hazardous Materials on or affecting the Real Estate. Additionally, the Mortgagor will defend, indemnify and hold harmless the City, its employees, agents, shareholders, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limit, attorney fees) of whatever kind arising out of or related to (i) the presence, disposal, release or threatened release of any Hazardous Materials on, from or affecting the Real Estate or the soil, water, air, vegetation, buildings, personal property, persons or animals on the Real Estate, (ii) any personal injury (including, without limit, wrongful death) or property damage (real or personal) arising out of or related to these Hazardous Materials, (iii) any lawsuit brought or threatened, settlement reached or government order related to these Hazardous Materials, (iv) the cost of removal of Hazardous Materials from any portion of the Real Estate, (v) taking necessary precautions to protect against the release of Hazardous Materials on or affecting the Real Estate, (vi) complying with all Environmental Laws and/or (vii) any violation of Environmental Laws or requirements of the City, which are in any way related to Hazardous Materials including, without limit, attorneys and consultants’ fees (the attorneys and consultants to be selected by the City), investigation and laboratory fees and environmental studies required by the City (whether prior to foreclosure, or otherwise). Upon the request of the City, the Mortgagor and any guarantor will execute a separate indemnity consistent with this paragraph.

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(c) Environmental Complaints. The Mortgagor has never received any notice (“Environmental Complaint”) of any potential violation of Environmental Laws with respect to the Mortgagor or the Real Estate (and, within five (5) days of receipt of any Environmental Complaint, the Mortgagor will give the City a copy of it), and to the best of the Mortgagor’s knowledge, there have been no actions commenced or threatened by any party with respect to the Mortgagor or the Real Estate for noncompliance with any Environmental Laws. (d) Foreclosure or Deed In Lieu. In the event this Mortgage is foreclosed or the Mortgagor tenders a deed in lieu of foreclosure, the Mortgagor will deliver the Real Estate to the City, purchaser or grantee, as the case may be, free of Hazardous Materials so that the condition of the Real Estate will not be a violation of any Environmental Laws. (e) Certain Actions by City. Upon ten (10) days notice to the Mortgagor (except in an emergency or where not practical under applicable law, in which case notice is waived), and without limitation of the City’s other rights under this Mortgage or elsewhere, the City has the right, but not the obligation, to enter on the Real Estate and to take those actions as it deems appropriate to investigate or test for, clean up, remove, resolve, minimize the impact of or advise governmental agencies of the possible existence of any Hazardous Materials upon the City’s receipt of any notice from any source asserting the existence of any Hazardous Materials or an Environmental Complaint pertaining to the Real Estate which, if true, could result in an order, suit or other action against the Mortgagor or any part of the Real Estate which, in the sole opinion of the City, could jeopardize its security under this Mortgage. Any such actions conducted by the City will be solely for the benefit of and to protect the interests of the City and will not be relied upon Mortgagor or any third party for any purpose. By conducting any such actions, the City does not assume control over the environmental affairs or operations of the Mortgagor nor assume any liability of the Mortgagor or any third party. (f) Nature and Survival of Obligations. The environmental provisions of this Mortgage are in addition to all other obligations and liabilities the Mortgagor may have to the City at common law or pursuant to any other agreement, and will survive (i) the repayment of the Indebtedness, (ii) the satisfaction of all other obligations of the Mortgagor under this Mortgage and under the other loan documents, (iii) the discharge of this Mortgage, and (iv) the foreclosure of this Mortgage or acceptance of a deed in lieu of foreclosure. (g) Hazardous Materials and Environmental Laws

29.

. For purposes of this Mortgage, (i) “Hazardous Materials” means each and all of the following: hazardous materials and/or substances as defined in any Environmental Law, asbestos, petroleum, petroleum by-products, natural gas, flammable explosives, radioactive materials, and toxic materials, and (ii) “Environmental Laws” mean any and all federal, state, local or other laws (whether under common law, by legislative action or otherwise), rules, policies, ordinances, directives, orders, statutes, or regulations an object of which is to regulate or improve health, safety, or the environment.

Waiver of Marshalling. In the event of foreclosure of this Mortgage or the enforcement by the City of any other rights and remedies under this Mortgage, the Mortgagor waives any right otherwise available in respect to marshalling of assets which secure the

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Liabilities or to require the City to pursue its remedies against any other assets or any other party which may be liable for any of the Liabilities. 30. Reinstatement of Mortgage. If any payment to the City on any of the Liabilities is wholly or partially invalidated, set aside, declared fraudulent, or required to be repaid to the Mortgagor or anyone representing the Mortgagor or the Mortgagor’s creditors under any bankruptcy or insolvency act or code, under any state or federal law, or any common law or equitable principles, then this Mortgage will remain in full force and effect or be reinstated, as the case may be, until payment in full to the City of the repaid amounts, and of the Liabilities. If this Mortgage must be reinstated, the Mortgagor agrees to execute and deliver to the City new mortgages, if necessary, in form and substance acceptable to the City, covering the Real Estate. 31. Miscellaneous. The paragraph headings used in this Mortgage are for convenience only and will not be used in the interpretation hereof. All persons signing this Mortgage on behalf of a corporation, partnership, trust or other entity warrant to the City that they are duly and properly authorized to execute this Mortgage. Nothing in this Mortgage will waive or restrict any right of the City granted in any other document or by law. No delay on the part of the City in the exercise of any right or remedy will operate as a waiver. No single or partial exercise by the City of any right or remedy will preclude any other future exercise of that right or remedy or the exercise of any other right or remedy. No waiver or indulgence by the City of any default will be effective unless in writing and signed by the City, nor will a waiver on one occasion be construed as a bar to or waiver of that right on any future occasion. Acceptance of partial or late payments owing on any of the Liabilities at any time will not be deemed a waiver of any default. All rights, remedies and security granted to the City herein are cumulative and in addition to other rights, remedies or security which may be granted elsewhere or by law. Any inspection, audit, appraisal or examination of the Real Estate by or on behalf of the City will be solely for its benefit and will not create any duty or obligation to the Mortgagor or any other person. Whenever possible, each provision of this Mortgage will be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Mortgage is declared invalid or illegal it will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of the provision or the remaining provisions of this Mortgage. Notice from the City to the Mortgagor, if mailed, will be deemed given when mailed to the Mortgagor, postage prepaid, at the Mortgagor’s address set forth at the beginning of this Mortgage or at any other address of the Mortgagor in the records of the City. The City may assign (or sell participations) in the Liabilities and any reference to the City includes any holder of the Liabilities and any holder will succeed to the City’s rights under this Mortgage. This Mortgage binds the respective heirs, personal representatives, successors and assigns of the Mortgagor. If any payment applied by the City to the Liabilities is subsequently set aside, recovered, rescinded or otherwise required to be returned or disgorged by the City for any reason (pursuant to bankruptcy proceedings, fraudulent conveyance statutes, or otherwise), the Liabilities to which the payment was applied will for the purposes of this Mortgage be deemed to have continued in existence, notwithstanding the application, and will be secured by this Mortgage as fully as if the City had not received and applied the payment.

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32. Joint and Several Obligations. If two or more persons execute this Mortgage as the Mortgagor, the obligations and grants of liens of such persons are joint, several, and individual. 33. WAIVER OF JURY TRIAL. MORTGAGOR AND THE CITY EACH HEREBY KNOWINGLY AND VOLUNTARILY, WITHOUT COERCION, WAIVE ALL RIGHTS TO A TRIAL BY JURY OF ALL DISPUTES BETWEEN THEM ARISING OUT OF THIS MORTGAGE, ANY OF THE LIABILITIES, OR ANY ALLEGED ACT OR NEGLECT OF THE CITY. 34. Consent to HHP Serving as Administrator. Mortgagor acknowledges that Hometown Housing Partnership, Inc., a Michigan nonprofit corporation ("HHP") has entered into an Administrative Services Agreement with the City, whereby HHP, among other things, serves as the City's administrative agent for purposes of exercising and enforcing the City's rights under this Mortgage and Borrower's Promissory Note. Mortgagor hereby consents to HHP enforcing against Mortgagor or any person any rights of the City or obligations of the Mortgagor under or arising from the Borrower's Promissory Note or under the Mortgage, whether or not the Mortgagor is in default hereunder or under the Borrower's Promissory Note. The City shall fully cooperate with HHP in the enforcement by HHP of any such rights. IN WITNESS WHEREOF, the Mortgagor has executed this Mortgage on the day and year first above written. MORTGAGOR [_____________________] _____________________________________ ___________________________ STATE OF MICHIGAN )

) ss COUNTY OF INGHAM ) The foregoing instrument was acknowledged before me in Ingham County, Michigan this ____ day of _______________ 2010 by ___________________, a [single/married man/women]. Notary Public County, Michigan Acting in Ingham County, Michigan

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My Commission Expires: This instrument drafted by: After recording return to: Peter J. Kulick, Attorney Hometown Housing Partnership, Inc. Dickinson Wright PLLC Attn: Executive Director 215 South Washington Square 541 E. Grand River Avenue Suite 200 East Lansing, MI 48823 Lansing, MI 48933

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EXHIBIT C

1. PAYMENT OF INDEBTEDNESS. Mortgagor shall pay the principal and interest of Mortgagor’s indebtedness to Mortgagee according to the terms of the Note, and shall pay all other amounts provided for herein or therein. The terms of payment under the Note are as follows:

SECOND MORTGAGE THIS MORTGAGE is made this day of __________, 2010, by ________, a single/married man/woman, of street address, East Lansing, Michigan (“Mortgagor”) to the City of East Lansing, a Michigan municipal corporation, of 410 Abbot Rd, East Lansing, Michigan (“Mortgagee”.)

WITNESSETH: WHEREAS, Mortgagor is justly indebted to Mortgagee in the principal sum of

00/100 Dollars ($00,000.00) together with interest thereon in accordance with a promissory note from Mortgagor to Mortgagee of even date herewith (the “Note”);

THEREFORE, in order to secure payment of the principal and interest of such indebtedness according to the terms of such Note, and all other amounts payable by Mortgagor to Mortgagee hereunder (whether evidenced by or arising under the Note or this Mortgage) and the performance of the covenants and conditions hereof, and any and all extensions, renewals and modifications thereof, and future advances, if any, however evidenced, Mortgagor does hereby MORTGAGE and WARRANT to Mortgagee its successors and assigns forever, certain real property situated in the State of Michigan, as more particularly described asset forth in the attached Exhibit A (“the Premises”) together with, and which term “Premises” shall include, (1) all the estate, title, interest and rights of Mortgagor in and to the Premises and all buildings and improvements of every kind and description now or hereafter placed upon the Premises or any part thereof, (2) all heretofore or hereafter vacated alleys and streets abutting the Premises, (3) all fixtures owned by Mortgagor now or hereafter used in connection with the Premises, and (4) all of the rents, issues, profits, and leases thereof and the tenements, hereditaments, easements, privileges and appurtenances thereto.

To have and to hold the Premises, with all of the tenements, hereditaments, easements, appurtenances and other rights and privileges thereunto belonging or in any manner now or hereafter appertaining thereto, for the use and benefit of Mortgagee upon the conditions hereinafter set forth.

Mortgagor does here by covenant, promise and agree to and with Mortgagee, which convenants, promises and agreements shall, to the extent permitted by law, be deemed to run with the land, as follows:

(a) In the event the property referred to herein below is sold or otherwise transferred

within two (2) years from the date hereof, the undersigned, upon closing of the sale, shall pay the Holder One Hundred percent (100% of the face amount of the Note.

(b) In the event the property referred to herein is sold or otherwise transferred within three (3) years from the date hereof, but more than two years from the date hereof, the undersigned, upon closing of the sale, or completion of the transfer, shall pay the Holder ninety percent (90%) of the face value of the Note.

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(c) In the event the property referred to herein is sold or otherwise transferred within four (4) years from the date hereof, but more than three years from the date hereof, the undersigned, upon closing of the sale, or completion of the transfer, shall pay the Holder eighty percent (80%) of the face value of the Note.

(d) In the event the property referred to herein is sold or otherwise transferred within five (5) years from the date hereof, but more than four yours from the date hereof, the undersigned, upon closing of the sale, or completion of the transfer, shall pay the Holder seventy percent (70%) of the face value of the Note.

(e) In the event the property referred to herein is sold or otherwise transferred within six (6) years from the date hereof, but more than five years from the date hereof, the undersigned, upon closing the sale, or completion of the transfer, shall pay the Holder sixty percent (60%) of the face value of the Note.

(f) In the event the property referred to here is sold or otherwise transferred within seven (7) years from the date hereof, but more than six years from the date hereof, the undersigned, upon closing the sale, or completion of the transfer, shall pay the Holder fifty percent (50%) of the face value of the Note.

(g) The undersigned shall be subject to the repayment of no less than fifty percent (50%) of the face value of the Note at the time of the closing of the sale or other transfer of this property after six years from the date hereof, provided the undersigned has not sold or otherwise transferred the property, within six (6) years from the date of closing unless the Directors of the Holder determines that no repayment of any, or a portion of, this Note shall be made.

2. MORTGAGORS. At the time of the execution and delivery of this Mortgage, Mortgagor is well and truly seized of the Premises in fee simple, free of all liens and encumbrances, and subject only to a) easements and restrictions of record; and b) that certain Mortgage to , and/or their respective successors and assigns, as their interest may appear, recorded in Liber____, Page____, Ingham County Records (the “First Mortgagee”); and Mortgagor will forever warrant and defend the same against any and all other claims whatever, and the lien created hereby is and will be kept as a lien upon the Premises and every part thereof subject only to the foregoing exceptions.

3. TAXES. Until the debt secured hereby is fully satisfied, Mortgagor will pay all taxes, assessments and all other charges and encumbrances levied upon the Premises when due, and will deliver to Mortgagee, without demand, official receipts showing such payment.

4. INSURANCE. (a) Until the debt secured hereby is fully satisfied, Mortgagor will keep the Premises continuously insured against loss by fire, windstorm, flood and other hazards, casualties and contingencies, including vandalism and malicious mischief in such amounts and for such periods as may be required by Mortgagee. Mortgagor shall pay promptly when due all premiums for such insurance and deliver to Mortgagee. All insurance policies and renewals thereof shall have attached thereto a Mortgagee clause, making all loss or loses under such policies payable to Mortgagee, its successors or assigns, as its or their interest may appear. In the event of loss or damage to the Premises, Mortgagor shall give immediate notice in writing by mail to Mortgagee, who may make proof of loss if not made promptly by Mortgagor, and each insurance company concerned is hereby

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authorized and directed to make payment for such loss, to the extent of the indebtedness hereby secured, directly to Mortgagee instead of to Mortgagor and Mortgagee jointly, and the insurance proceeds or any part thereof may be applied by Mortgagee toward reimbursement of all costs and expenses of Mortgagee in collecting such proceeds, and the balance, at Mortgagee’s option, to the last maturing installments of principal and interest due or to become due under the Note, to fulfill any other covenant herein or any other obligation of Mortgagor to Mortgagee, to the restoration or repair of the property damaged, or released to the Mortgagor. Mortgagor is authorized to adjust such loss, but only with the prior written consent of the Mortgagee. In the event Mortgagee releases such proceeds to Mortgagor, Mortgagor shall be obligated to use such proceeds to restore or repair the Premises unless Mortgagee otherwise specifies in writing. Application by Mortgagee of any insurance proceeds toward the last maturing installments of principal and interest due or to become due under the Note shall not excuse Mortgagor from making the regularly scheduled payments due thereunder, nor shall such application extend or reduce the amount of such payments. In the event of foreclosure of this Mortgage or other transfer of title to the Mortgaged Premises in extinguishment of the indebtedness secured hereby, all right, title and interest of Mortgagor in any to any insurance policies then in force shall pass to the purchaser or grantee and Mortgagor hereby appoints Mortgagee their attorney-in-fact, in Mortgagor’s name, to assign and transfer all such policies and proceeds to such purchaser or grantee. (b) Mortgagor shall also, at Mortgagor’s sole expense, maintain public liability and property damage insurance in such amounts as Mortgagee shall reasonably require, cause Mortgagee to be added as an additional named insured under the applicable policies, and deliver satisfactory evidence of that insurance to Mortgagee.

5. REIMBURSEMENT OF ADVANCES. Should default be made in the payment of any such taxes or assessments or in procuring and maintaining such insurance or in making necessary repairs to the Premises, Mortgagee may pay such taxes and assessments, effect such insurance and make such repairs, and the monies so paid by it shall be a further lien on the Premises, payable forthwith, with interest at the rate set forth in the Note. Mortgagee may make advances pursuant to this paragraph or to paragraph 6, without curing Mortgagor’s default and without waiving Mortagee’s right of foreclosure or any other right or remedy of Mortgagee under this Mortgage. The exercise of the right to make advances pursuant to this paragraph shall be optional with Mortgagee and not obligatory and Mortgagee shall not be liable in any case for failure to exercise such right or for failure to continue exercising such right once having exercised it. Mortgagor’s failure to ay taxes and /or assessments assessed against the Premises, or any installment thereof, or any insurance premium upon policies covering the Premises or any party thereof, shall constitute waste (although the meaning of the term “waste” shall not necessarily to limited to such nonpayment), as provided by Act No. 236 of the Public Acts of Michigan of 1961, as amended, and shall entitle Mortgagee to apply to the court for appointment of a receiver and to all other remedies provided for therein.

6. WASTE. Mortgagor will abstain from and will not suffer the commission of waste on the Premises and will keep the buildings, improvements, fixtures and equipment now or hereafter thereon in good repair and will make

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replacements thereto as and when the same became necessary. Mortgagor shall make no material alterations, additional or improvements of any type whatever to the Premises, regardless of whether such alterations, additions or improvements would increase the value of the Premises, nor permit anyone to do so, without Mortgagee’s prior written consent, which consent shall not be unreasonably withheld. Mortgagor will comply promptly with all laws, ordinances, regulations and orders of all public authorities having jurisdiction over the Premises relating to the use, occupancy and maintenance thereof, and shall upon request promptly submit to Mortgagee evidence of such compliance. Nothing herein shall be deemed to prohibit Mortgagor from contesting the enforceability of applicability of any law, ordinance, regulation or order; provided, however, that Mortgagee, in its sole discretion, may require that Mortgagor comply with any such law, ordinance, regulation or other during the pendency of any such contest and all appeals therefrom. In the event the Premises or any part thereof, in the sole judgment of Mortgagee, require inspection, repair, care or attention of any kind or nature not theretofore provided by Mortgagor, Mortgagee may (without being obligated to do so) at any reasonable time and from time to time, upon reasonable notice, enter or cause entry to be made upon the Premises and inspect, repair, and/or maintain the same as Mortgagee may deem necessary or advisable, except that Mortgagee may, at any time, and without reasonable notice, enter upon the Premises to make any emergency inspections or repairs, and may (without being obligated to do so) make such expenditures and outlays of money as Mortgagee may deem appropriate for the preservation of the Premises. All expenditures and outlays of money made by Mortgagee pursuant hereto shall be secured hereby, shall be payable forthwith, and shall bear interest at the default rate provided in the Note. Mortgagor will not permit the Premises, or any portion thereof, to be used for any unlawful purpose. No building or other improvement on any part of the Premises shall be removed, demolished or materially altered without the prior written consent of Morgagee.

7. EVENTS OF DEFAULT. The occurrences listed below shall be deemed events of default hereunder and shall entitle Mortgagee, at its option and without notice except where required by law, to exercise any one or any combination of remedies described in paragraph EIGHTH or otherwise available to Mortgagee:

(a) Failure by Mortgagor to (i) pay any installment or additional payment when due under the Note; (ii) pay all taxes and assessments when due without penalty; or (iii) make any additional payments as and at the time required under this Mortgage.

(b) Institution of foreclosure or other proceedings to enforce the First Mortgage, any junior mortgage or any junior security interest, lien or encumbrance of any kind upon the Premises or any portion thereof.

(c) Appointment by a court of competent jurisdiction of a receiver or trustee or Mortgagor, or for any property of Mortgagor, unless such appointment is discharged within sixty (60) days from the date thereof.

(d) The sequestration of any of Mortgagor’s property. (e) The appointment of a trustee, receiver or agent to take charge of substantially all of

the property of Mortgagor for the purpose of enforcing a lien, or any other act which, under the applicable provisions of the 1978 Bankruptcy Reform Act, would allow an involuntary case in bankruptcy to be commenced against Mortgagor.

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(f) An assignment by Mortgagor for the benefit of creditors or a written admission by Mortgagor of inability to pay debts generally as they become due.

(g) Consent by Mortgagor to the appointment of a receiver or trustee of Mortgagor or for all or any part of their respective property.

(h) Default upon the terms of the First Mortgage. (i) Any violation of any provisions of the Note or this Mortgage or any other collateral

document. 8. REMEDIES. Immediately upon the occurrence of any of the events of

default defined in paragraph SEVENTH, Mortgagee shall have the option, in addition to and not in lieu of or substitution for, all other rights and remedies provided by law, to do any or all of the following:

(a) Without notice except as expressly required by law, to declare the principal sum secured by the Mortgage, with all interest thereon and all other sums secured hereby, to be immediately due and payable, and if the same is not paid, on demand, at Mortgagee’s option, to bring suit therefore; to demand payment of and if the same is not paid on demand, to bring suit for any delinquent installment payment under the Note or otherwise; to take any and all steps and institute any and all other proceedings that Mortgagee deems necessary to enforce the indebtedness and obligations secured hereby and to protect the lien of this Mortgage.

(b) In the event of a default because of the existence of any lien upon the Premises, Mortgagee shall have the right (without being obligated to do so or to continue to do so), without notice to Mortgagor, to advance on and for the account of Mortgagor such sums as Mortgagee in its sole discretion deems necessary to cure such default or to induce the holder of any such lien to forebear from exercising its rights thereunder. The repayment of all such advances, with interest thereon at the default rate set forth in the Note from the date of each such advance, shall be secured hereby and shall be immediately due and payable without demand.

(c) Immediately commence foreclosure proceedings against the Premises pursuant to the applicable laws. The commencement by Mortgagee of foreclosure proceedings by advertisement or in equity shall be deemed an exercise by Mortgagee of its option set forth in paragraph EIGHTH (a) to accelerate the due date of all sums secured hereby. Mortgagor herely grant power to Mortgagee, in the event of the occurrence of an event of default hereunder, to grant, bargain, sell, release and convey the Premises at public auction or vendue, and upon such sale to execute and deliver to the purchaser(s) instruments of conveyance pursuant to the terms hereof and to the applicable laws. Mortgagor acknowledges that the foregoing sentence confers a power of sale upon Mortgagee, and that upon an event of default this Mortgage may be foreclosed by advertisement as described below and in the applicable Michigan statutes. Mortgagor understands that upon an event of default, Mortgagee is hereby authorized and empowered to sell the Mortgaged Premises, or cause the same to be sold and to convey the same to the purchaser in any lawful manner, including but not limited to that provided by Chapter 32 of the Revised Judicature Act of Michigan, entitled “Foreclosure of Mortgage by Advertisement,” which permits Mortgagee to sell the Premises without affording Mortgagor a hearing, or giving them actual personal notice. The only notice required under such Chapter 32 is to publish notice in a local newspaper and to post a copy of the notice on the Premises.

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WAIVER

(d) Procure mortgage foreclosure or title reports. Mortgagor covenant to pay forthwith to Mortgagee all sums provided for such purposes with interest at the default rate provided for in the Note, and such sums and the interest thereon shall constitute a further lien upon the Premises.

. By conferring this power of sale upon Mortgagee, Mortgagor, for itself, its successors and assigns, after an opportunity for consultation with their legal counsel, hereby voluntarily, knowingly and intelligently waive all rights under the Constitution and Laws of the United States and under the Constitution and Laws of the State of Michigan, both to a hearing on the right to exercise and the exercise of the power of sale, and to notice except as required by the Michigan statute which provides for Foreclosure of Mortgages by Advertisement. However, Mortgagor reserves the right to timely contest the exercise of the power of sale by instituting suit against Mortgagee in the circuit court of the county in which the Premises are located or any other court of competent jurisdiction.

(e) To enter into peaceful possession of the Premises and/or to receive the rent, income and profits therefrom, and to apply the same in accordance herewith.

In the event of any sale of the Premises by foreclosure, through suit in equity, by publication or otherwise, the proceeds of any such sale shall be applied in the following order of priority: (1) to all expenses incurred for the collection of Mortgagor’s indebtedness and the foreclosure of the Mortgage, including reasonable attorney fees as are permitted by law; (2) to all sums expended or incurred by Mortgagee directly or indirectly in carrying out the covenants and agreements of Mortgagor under this Mortgage, together with interest thereon; (3) late charges provided for under the terms of the Note: (4) to all interest accrued under the Note; (5) to the principal balance of the Note and the principal balance of any other indebtedness due from Mortgagor to Mortgagee; and (6) the surplus, if any, shall be paid to Mortgagor, unless a court of competent jurisdiction decrees otherwise.

9. SALE OF PARCEL(S). Upon any foreclosure sale of the Premises, the same may be sold either as a whole or in parcels, as Mortgagee may elect, and if in parcels, the same may be divided as Mortgagee may elect, and at the election of Mortgagee, may be offered first in parcels and then as a whole, that offer producing the highest price for the entire property to prevail. Any law, statutory or otherwise, to the contrary notwithstanding, Mortgagor hereby waive the right to require any such sale to be made in parcels or the right to select such parcels.

10. COSTS. Mortgagor shall reimburse Mortgagee for all costs, including but not limited to reasonable attorney fees, incurred by Mortgagee in enforcing any of its rights or remedies on account of a default under this Mortgage. Mortgagor shall pay Mortgagee reasonable attorney fees in addition to all other legal costs in case Mortgagee shall become a party, either as plaintiff or defendant, to any legal proceedings in relation to the Premises or the Lien created hereby, which sum shall be secured hereby and shall be payable forthwith at the default rate set forth in the Note.

11. EMINENT DOMAIN. In the event the premises or any part thereof are taken under the power of eminent domain, the entire award or payment in lieu of condemnation, to the full extent of the amount secured hereby, shall be paid to

28

Mortgagee and applied toward reimbursement of all of Mortgagee’s costs and expenses incurred in connection with collecting such award or payment, and all of any portion of the balance, at Mortgagee’s option, to the last maturing installments of principal and interest due or to become due under the Note (without any penalty for prepayment), to fulfill any other covenant herein or any other obligation of Mortgagor to Mortgagee, or to repair or restore the Premises. Application by Mortgagee of any condemnation award or payment or portion thereof toward the last maturing installments due or to become due under the Note shall not excuse Mortgagor from making the regularly scheduled payments due thereunder, nor shall such application extend or reduce the amount of such payments Mortgagee is hereby empowered in the name of Mortgagor to receive, and give acquittance for, any such award or payment, whether it is joint or several; provided, however, that Mortgagee shall not be held responsible for failure to collect any such award or payment regardless of the cause of such failure.

12. AUTHORIZATION. Mortgagor hereby authorizes the holder of the First Mortgage to respond to any inquiries Mortgagee may have from time to time regarding the status of the First Mortgage. Mortgagor hereby requests that the holder of the First Mortgage promptly notify Mortgagee in the event of default under the First Mortgage. 1. DUE ON SALE. Mortgagor shall not hereafter convey any

interest in the Premises without the prior written consent of Mortgagee. If Mortgagee should convey its interest in the Premises or any portion thereof without the express prior written consent of Mortgagee to such conveyance, the entire indebtedness secured hereby and then unpaid may, at the option of Mortgagee, be declared immediately due and payable, without notice, and Mortgagee may thereupon exercise all of its rights and remedies under this Mortgage. For purposes hereof, a “conveyance” of Mortgagor’s interest in the Premises shall include, without limitation (a) any voluntary or involuntary disposition of legal or beneficial title to the Premises or any portion thereof by whatever means, (b) any other arrangement by which Mortgagor divests itself of the degree of control it currently exercises or may exercise over the decisions affecting the ownership and operation of the Premises. If Ownership of the Premises or any part thereof becomes vested in a person or persons other than Mortgagor (with or without Mortgagee’s consent), Mortgagee may, without notice to Mortgagor deal with such successor or successors in interest with reference to this Note without in any way releasing, discharging, or otherwise affecting the liability of Mortgagor. No sale of the Premises, and no forbearance or extension by Mortgagee of the time for the payment of the debt or the performance of the covenants and agreements hereby secured, shall in any way whatever operate to release, discharge, modify, change or affect the lien of this Mortgage or the liability of the Mortgagor on the Note or for the performance hereof, either in whole or in part.

2. JUNIOR LIENS. Mortgagor will not mortgage or pledge the Premises, or any part thereof, as security for any other loans obtained by Mortgagor without the prior written consent of Mortgagee. If any such mortgage or pledge is entered into without the prior written consent of Mortgagee, the entire indebtedness secured hereby, may at the option of Mortgagee, be declared immediately due and payable

29

without notice, and Mortgagee may thereupon exercise all of its rights and remedies under this Mortgage.

Further, Mortgagor also shall pay any and all other obligations, liabilities or debts which may become liens, security interest, or encumbrances upon or charges against the Premises for any repairs or improvements that are now or may hereafter be made thereon, and shall not, without Mortgagee’s prior written consent, permit any lien, security interest, encumbrance or charge of any kind to accrue and remain outstanding against the Premises or any part thereof, or any improvements thereon, irrespective of whether such lien, security interest, encumbrance or charge is junior to the lien of this Mortgage. Notwithstanding the foregoing, if any personal property by way of additions, replacements or substitutions is hereafter purchased and installed, affixed or placed by Mortgagor on the Premises under a security agreement the lien or title of which is superior to the lien created by this Mortgage, all the right, title and interest of Mortgagor in and to any and all such personal property, together with the benefit of any deposits or payments made thereon by Mortgagor, shall nevertheless be and are hereby assigned to Mortgagee and are covered by the lien of this Mortgage.

3. HAZARDOUS WASTES. Mortgagor warrants to Mortgagee the absence any and all hazardous materials, toxic waste, or contamination of the soil and groundwater of the Premises, and Mortgagor expressly agrees to indemnify and hold Mortgagee harmless from any and all claims, liability, damages, costs, and expenses of any and every kind, including reasonable attorney fees, which Mortgagee may at any time sustain or incur as a result of the discovery of, or which arise or grow out of any release or discharge of, any hazardous waste, contamination, or pollution of the Premises or improvements, whether caused by Mortgagor or by others, and including without limitation, all remedial investigations, feasibility study costs, clean-up costs, and any and all response costs under the Comprehensive Environmental Response Compensation and Liability Act, the Superfund Amendments and Reauthorization Act, the Michigan Hazardous Waste Management Act, any amendments thereto, and any and all other current or future environmental legislation as may be enacted by any Federal, State or Local governmental law or regulation. Mortgagor further specifically agrees that his indemnification agreements shall survive and continue in full force and effect notwithstanding any sale or conveyance of the Premises, either voluntary or by operation of law, forever hereafter.

Mortgagor shall immediately notify Mortgagee in writing of a) the presence of any contaminants; and b) any notices from any government agency regarding any violation of any environmental law or regulation.

4. ASSIGNS. All of the covenants and conditions hereof shall run with the land and shall be binding upon the heirs, personal representatives, successors, and assigns of Mortgagor, and shall inure to the benefit of the successors and assigns of Mortgagee. Any reference herein to “Mortgagor” or Mortgagee” shall include their respective successors and assigns.

5. NOTICES. All notices, demands and requests required or permitted to be given to Mortgagor hereunder or by law shall be deemed delivered when deposited in

30

the United States mail, with full postage prepaid thereon, addressed to Mortgagor at the last address of Mortgagor on the records of Mortgagee.

6. WAVIER. No waiver by Mortgagee of any right or remedy granted hereunder shall affect or extend to any other right or remedy of Mortgagee hereunder, nor affect the subsequent exercise of the same right or remedy by Mortgagee for any further or subsequent default by Mortgagor hereunder, and all such rights and remedies of Mortgagee hereunder are cumulative. Time is of the essence.

7. SEVERABILITY. If any provisions(s) hereof are in conflict with any statute or rule of law of the State of Michigan or are otherwise unenforceable for any reason whatever, then such provisions(s) shall be deemed null and void to the extent of such conflict or unenforceability, but shall be deemed separable from and shall not invalidate any other provisions of this Mortgage.

8. PRONOUNS. If more than one person joins in the execution hereof, or if any person so joining is of the feminine gender, or a corporation the pronoun and relative words herein used shall be read as if in plural, feminine or neuter, respectively.

9. CAPTIONS. The captions contained herein are inserted only as a matter of convenience.

IN WITNESS WHEREOF, this Mortgage is executed and delivered by Mortgagor on the date set forth on page hereof. WITNESS: MORTGAGOR: _______________________________ ______________________________

STATE OF MICHIGAN ) ) ss. COUNTY OF INGHAM ) The foregoing instrument was acknowledged before me this day of , 2010, by name, a single/married man/woman

31

________________________________ Notary Public County, Michigan My commission expires: Drafted by and after recording Please return to: Hometown Housing Partnership, Inc. 541 E. Grand River Avenue East Lansing, MI 48823 517-332-4663

Attachment D

CITY CLERK Quality Services for a Quality Community

MEMORANDUM

TO: George Lahanas, City Manager

FROM: Marie E. McKenna, City Clerk

DATE: September 14, 2012

SUBJECT: Block Party/Street Closure

Attached is a request for a block party and street closure from John Draganchuk for a neighborhood picnic. He is requesting permission to close 918 through 940 Harrington on Friday, September 21, 2012 from 5:15 p.m. – 7:45 p.m. There is no rain date for this event. The organizer of the party obtained signatures of property owners or tenants on the block where the party is being held and the names people who will be responsible for the block party’s activities. The required $50.00 application fee for a block party was submitted with the letter of request from the organizers of the block party. Please place this request on the September 18, 2012 agenda for Council’s approval.

City of East LansingCITY CLERK

410 Abbot RoadEast Lansing, MI 48823

(517) 319-6914www.cityofeastlansing.com

BLOCK PARTY/STREET CLOSURE REQUEST

• • • ~ EAST LANSING A $50.00 deposit IS required r Cash 0 Check (made payable to East Lansift~T('ti~GRi(1E) ,

Name of organization making request ~OS5> I ,06 ~ -f}(J /vfWUJ JJ£/I..<':' A-SS(J(J uf17 {)Ai

Description of event C.R.O£S/JJ~S /-I!JM~otJtJe:;z.s. -f!5SCClA-TIO;J

A-!JAJuA L- JJ0 (;,ill!>O;{HotOD jJ I uJ I c..

Names and contact information of five people who will be responsible for block party activities and who may be contacted in case of trouble.

1. JiJl+rJ V/<.A-4AAlc!ftJ,( ~!lW! J\ j) 11 7 tL ) j! 1-t.

2. .:.:J 0 ~ :/-Y'-rf 01(1v t-Y /1/ /<.. ~e (print) r /

3. ---?bU\ r r c::t:" r- r C{ c C , Name (print)

4. &!(AV 4;(/ 5 u tI ~pC; 5. iEf~ W. ~{2a~)'N

Name (print)

Applicant's name (print)

+1:>1 C,3Gfo T,I~hone number ~7-k3ttfe l;!7~29tr7 T~lephone number .53<2 - ~s-3z

313~OS~1 Telephone number

Telephone number

APPROVAL BY CITY COUNCIL IS REQUIRED FOR STREET CLOSURES.

All required documents must be subn;lited with a deposit to the City Clerk, 410 Abbott Rd., East Lansing, M148823. Requests must b&"received by 5 p.m. Tuesday in order to be placed on the next City Council agenda. You may also fax your request to the attention of City Clerk at (517)337-1607 or email atLaurieHoffmanatlhoffma@cityofeastlansing.com.

08/12

Cf:fJ

PETITION FOR BLOCK PARTY/STREET CLOSURE~ Approval in writing from the property owners or tenants where the block party is being held with Policy Resolution 2005-2 Revised Guidelines for Approval of Block Parties.

Date and time for street closurJI.IMLf. ~tPTE),(t£j{ 2/ g: 2/)/2 S:-/¥1-1 -7-'Lf~M r I

Block and street area to be closed {f2..0}v( q IS HI+~P.JA61O;J L/ttJ[;.

To q LID /-fIt«{(/ Nqfo;J tA:!J£

Rain date (if applicable) ________________ _

NAME OF PROPERTY OWNER OR TENANT

SIGNATURE ADDRESS

08112

Attachment E

CITY CLERK Quality Services for a Quality Community

MEMORANDUM

TO: George Lahanas, City Manager

FROM: Marie E. McKenna, City Clerk

DATE: September 14, 2012

SUBJECT: Block Party/Street Closure

Attached is a request for a block party and street closure from Kyle Carter for a block party. He is requesting permission to close 1717 Colorado Drive through the north cul-de-sac on Sunday, September 30, 2012 from 3:00 p.m. – 6:30 p.m. There is no rain date for this event. The organizer of the party obtained signatures of property owners or tenants on the block where the party is being held and the names people who will be responsible for the block party’s activities. The required $50.00 application fee for a block party was submitted with the letter of request from the organizers of the block party. Please place this request on the September 18, 2012 agenda for Council’s approval.

City of East LansingCITY CLERK

410 Abbot RoadEast Lansing, MI 48823

(517) 319-6914www.cityofeastlansing.com

BLOCK PARTY/STREET CLOSURE REQUESTRECEIVED

A $50.00 deposit is required D Cash ~Check (made payable to East Lansing City ~1~r~012 CITY OF EAST LANSING

11 j -/,f //14 J CITY ClEA~ OFFICE Name of organization making request 1ILt?v~ //I:e:t2~ ~.

Description of event ~ ry.~~ t"D ~k-t ~ ¥. 30 ,fu---vYl 3pVY\~ (p !30 (W1 .

Names and contact information of five people who will be responsible for block party activities and who may be contacted in case of trouble.

1. c20~ ::5'~ Name (print)

2. 1·('1le G;u.l' fer ~ewrint)

3. £0&;1'7 0;£17 'i/"-~e ",print).. ,/l"

4. Zdt'l y\ CPt\{ '"t'\. V Name (print)

5. Name (print)

f(~ k. G t 4-er Apph ant's name (pnnt)

4Lf+e. Z07J2 ~ u rd () Email address

Address

~g;3l~ 4§ign re

J/H-IZ-

333-;35:87 Telephone number

,3) 2 - I fS'3 'Z-Telephone number J 3~ ... '"3 ;:~:~_~

Telephone number lrr- !&~g . Telephone number

Telephone number

5/1 - ~ Sc-f8''S <:.. Telephone number

APPROVAL BY CITY COUNCIL IS REQUIRED FOR STREET CLOSURES.

All required documents must be submitted with a deposit to the City Clerk, 410 Abbott Rd., East Lansing, M148823. Requests must be received by 5 p.m. Tuesday in order,to be placed on the next City Council agenda. You may also fax your request to the attention of City Clerk at (517)337-1607 or email atLaurieHoffmanatlhoffma@cityofeastlansing.com.

08!l2

PETITION FOR BLOCK PARTY/STREET CLOSURES

Approval in writing from the property owners or tenants where the block party is being held in accordan~e 2 with Policy Resolution 2005-2 Revised Guidelines for Approval of Block Parties. CITY

~ I'm ~ po fl'''' C Date and time for street closure ; y/ 1tt - ~ 3& de '211 r-

17/7~~&-> ;lid {U--de-~

Block and street area to be closed

Rain date (if applicable) _________________ _

NAME OF PROPERTY OWNER OR TENANT

SIGNATURE ADDRESS

/71;;5

08/12

Attachment F

( "ily of IClIs' I.nll.~ing l'AHk:S.IU':CREATION

ANJ) ,\ltTS 410 Abbot ROild

East I.ansing. MI 48823

(51 7)3 19-6K09 \\\\\V cll),ufl!astllmsjl!g com

PARKS, RECREATION AND ARTS Quality Services for a Quality Community

MEMORANDUM

TO:

FROM:

DATE:

SUBJECT:

George Lahanas, City Manager ,J./l Timothy M. McCaffrey, Director' "fI I September 14, 2012

Revised Policy on Naming of Public Properties

It is recommended that the following item be placed on the September 18,2012 City Council Regular Meeting Agenda as an Action Item:

"Motion to approve the revised Policy Resolution 2012-5 ; Guidelines for Naming Public Properties".

On Tuesday September 11,2012 City Council reviewed the draft revised policy resolution containing the proposed changes. Following that meeting the City Attorney's office made the requested updates to the resolution (see attachment A A Resolution for Naming Public Properties).

Appropriate staffwill be in attendance at the Tuesday September 18,2012 City Council Regular Meeting to answer any questions that City Council may have on this topic_

ATTACHMENT A

CITY OF EAST LANSING POLICY RESOLUTION 2012-5 A RESOLUTION FOR NAMING PUBLIC PROPERTIES WHEREAS, the City of East Lansing wishes to carefully deliberate the naming of streets and other public places; and WHEREAS, the City Council desires that during such deliberations, particular consideration will be given to honor people or events associated with East Lansing in addition to other standards established by these guidelines; and WHEREAS, the City Council desires that any individual, group or organization may propose a name to City Council using an application available from the City Manager’s office; and WHEREAS, while these guidelines are expressed in mandatory terms, they are intended to be guidelines only and interpreted as such, meaning, under circumstances deemed appropriate by Council, any of the guidelines/standards set forth herein may be waived by a majority vote of Council; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of East Lansing hereby adopts the following guidelines for the City of East Lansing to be used when considering the naming of public properties. BE IT FURTHER RESOLVED that the policy shall be administered as follows: Section 1. General Guidelines

1. Under these Guidelines, the City will consider the naming of publicly owned streets in their entirety of at least one block in length, traffic islands, parks and buildings.

2. No names will be given to roadway medians, non-road rights-of-way, street corners, fixtures or accessory buildings.

3. No name will be given to any public property which may limit its use. 4. The City will not consider dual naming of any public properties, nor duplicate

names. 5. There is no assumption of right for a private donor to name a property because the

property was a gift to the public unless such right was retained in the land transfer

agreement.

6. The naming of residential subdivision plats and streets will be allowed by the developer if the names are in compliance with Section 1.4 of these Guidelines, as well as other regional standards as applied by the City’s Planning Director.

7. The legend of any sign or plaque as required in Section 3.1 must be written or

approved by the committee as appointed under Section 2.1. Section 2. Community Standards for Naming 2.1 Naming of public places for people will be considered for approval by City Council if the honoree meets the standards of community recognition and meets the other applicable standards as follows:

(a) Person must be deceased.

(b) Person may have been associated with East Lansing as a resident, an elected official, a volunteer or known for a particular community action.

(c) Person of national renown will be considered if his/her principles

were consistent with East Lansing public policy.

(d) Recognition of a person is not related primarily to a particular religious association or role.

(e) Recognition of a person is not related primarily to a particular

political association or party. 2.2 Naming of public places for other places, events or for any other purpose will be considered for approval by City Council if it meets the standards of community recognition and if it meets other applicable standards as follows:

(a) Recognition is not related primarily to a particular religious association or role.

(b) Recognition is not related primarily to a particular political

association or party. (c) Recognition is consistent with East Lansing public policy.

Section 3. Financial Considerations 3.1 A permanent sign, or a plaque which explains the significance of the name, must

be placed at the site. Costs of the sign or plaque will be borne as follows:

(a) Costs for signs for city-named streets will be borne entirely by the City.

(b) Costs for signs for streets in privately developed residential

subdivisions will be borne by the City. (c) Costs for signs or plaques for other properties requested and named

by the City will be borne entirely by the City. (d) Costs for signs of plaques for other properties requested for

naming by a private entity will be shared by the City and the requesting party as follows:

(i) Costs for a plaque or sign of uniform, reasonable size

which would normally be placed upon the property will be borne by the City.

(ii) Unusual costs for a plaque or sign will be borne by the private entity requesting the unusual sign or plaque.

Section 4. Process 4.1 In naming public properties, as initiated either by the City or by an individual or group, the following process must be followed:

(a) The requesting entity must complete an application and submit it to the City Manager’s office who shall forward it to Council for consideration at the next most convenient work session.

(b) Upon notice of the application, the City Council will then, by

majority vote, decide whether to forward the application to an ad hoc committee as described herein or whether to take no further action on the request. If the decision is to forward the application to an ad hoc committee, the Mayor will appoint an ad hoc committee consisting of a former mayor and four other residents who are representative of the community.

(c) The ad hoc committee will consider the application in light of

these Guidelines and standards of community recognition. (d) The ad hoc committee must reach a decision for naming within 90

days. (e) The recommendations from the ad hoc committee should include

notice of any guidelines that would need to be waived if approved and a recommendation of whether or not to waive any of the guidelines/standards set forth herein and the legend for any sign or plaque.

(f) City Council will consider the recommendation of the ad hoc

committee and determine, by majority vote, whether or not to approve the application.

(g) Approved applications must be kept on file with the City Clerk’s

office to provide a permanent record of the significance of names. 4.2 Applicants for naming of residential subdivision streets are exempt from Section 4.1 but must submit an application to the City’s Planning Director for approval under Sections 1.4 and 1.6 of these Guidelines. 4.3 Size of signs and plaques and placement are regulated by the City Code and must be approved by the appropriate City Official. Section 5. Repeal of Prior Resolution This Policy Resolution replaces Policy Resolution 1992-10 which is hereby repealed. Moved by Council member: ____________________ Supported by Council member: ____________________ ADOPTED: Yeas:____________ Nays:____________ Absent:__________ ____________________________________ Diane Goddeeris Dated: September ___, 2012

CLERKS CERTIFICATION: I hereby certify that the foregoing is a true and complete copy of a Policy Resolution adopted by the East Lansing City Council at its meeting held on Tuesday, September ____, 2012, the original of which is part of the Council's minutes. ____________________________________ Marie E. McKenna, City Clerk City of East Lansing Ingham and Clinton Counties, Michigan Approved as to form: ________________________ Thomas M. Yeadon (P38237) East Lansing City Attorney 601 Abbot Road East Lansing, MI 48823

Application

Naming of Streets and Other Public Properties

Applicant: Please review the attached Guidelines for Naming Public Properties prior to submitting a request.

1. Date:

2. Applicant Name:

Address: Phone Number:

3. Public Property to be Named: Street Location: Park Location: Building Location:

4. Proposed name of property:

5. If property is to be named after a person, please answer the following:

a. Dates person lived: b. Describe reasons for proposing this person’s name: (Please attach

additional sheet, if necessary).

6. If the site is not to be named after a person, please describe the significance of the event or place selected: (Please attach additional sheet, if necessary).

7. Applicants for names of streets in new residential subdivisions must submit plat maps with proposed names to the Planning Department.

8. Signs/Plaques. Please indicate type of sign that you would like to place at the site:

Please indicate proposed wording of sign/plaque:

9. Additional information or explanation may be requested by the review committee appointed by the Mayor.

10. Recommended ad hoc committee members (if applicable):

Please return to the City Manager’s Office, 410 Abbot Road

Attachment G

McGINTY, HITCH, HOUSEFIELD, PERSON,

YEADON 8. ANDERSON, P.C.

TO:

FROM:

RE:

DATE:

MEMORANDUM

East Lansing City Council

Thomas M. Yeadon, City Attorne#o

ORDINANCE NO. 1283 - FIREWORKS

September 14, 2012

Attached for introduction and the setting of a public hearing is an ordinance which would make it a misdemeanor offense to ignite consumer fireworks in the city of East Lansing on any day other than the day preceding the day of or the day following national holidays. This is in conformity with the state statute which prohibits ordinances which would have more stringent requirements for the use and ignition of consumer fireworks. The definitions contained in the ordinance are taken directly from the state statute. Likewise, the national holidays are undefined because they are undefined in the state statute. If Council has any questions or concerns, I will, of course, be available to answer them.

bks Enclosure

Introduced: 09/18/12 Public Hearing: 10/02/12 Adopted: ________ Effective: ________ CITY OF EAST LANSING ORDINANCE NO. 1283

AN ORDINANCE TO AMEND ARTICLE II - FIRE PREVENTION CODE - OF CHAPTER 16 - FIRE PREVENTION AND PROTECTION - OF THE CODE OF THE CITY OF EAST LANSING BY MAKING FURTHER LOCAL CHANGES TO THE NFPA FIRE PROTECTION CODE, NFPA 1, 2000 EDITION, KNOWN AS THE EAST LANSING FIRE PROTECTION CODE, AS ADOPTED AT SECTION 16-31 AND AMENDED BY SECTION 16-33 BY AMENDING THE PREVIOUSLY ADDED SECTION 16-1.1 AND TO ADD SECTION 26-66 TO DIVISION 2 - DISORDERLY CONDUCT - OF CHAPTER 26 - OFFENSES - TO THE CODE OF THE CITY OF EAST LANSING TO PROHIBIT THE IGNITION, DISCHARGE AND USE OF CONSUMER FIREWORKS.

THE CITY OF EAST LANSING ORDAINS: The NFPA Fire Prevention Code, 2000 Ed, as adopted by section16-31 and amended by section 16-33 of Article II of Chapter 16 of the Code of the City of East Lansing is hereby further amended by amending previously added section 16-1.1 to read as follows: 16-1.1. The ignition, discharge and use of consumer fireworks is governed by Sec. 26-66 of Division 2 - Disorderly Conduct - of Chapter 26 - Offenses of the Code of the City of East Lansing. The City Fire Marshall and his or her designees shall have the authority to enforce that section of the code and issue appearance citations or civil infraction citations as appropriate. THE CITY OF EAST LANSING FURTHER ORDAINS: Section 26-66 is added to Division 2 of Chapter 26 of the Code of the City of East Lansing to read as follows: Sec. 26-66. Consumer fireworks. (a) No person shall ignite, discharge or use consumer fireworks except on the day

preceding, the day of, or the day after a national holiday.

(b) For purposes of this section, consumer fireworks means fireworks devices that are designed to produce visible effects by combustion that are required to comply with the construction, chemical composition, and labeling regulations promulgated by the United States Consumer Product Safety Commission under 16 CFR parts 1500 and 1507, and that are listed in APA standard 87-1 3.1.2, 3.1.3 or 3.5. Consumer fireworks does not include ground and handheld sparkling devices as that phrase is defined under APA standard 87-1, 3.1.1.1 to 3.1.1.8 and 3.5. APA standard 87-1 refers to the 2001 APA standard 87-1, standard for construction and approval for transportation of fireworks, novelties, and theatrical pyrotechnics published by the American Pyrotechnics Association of Bethesda, Maryland.

________________________ ______________________ Diane Goddeeris, Mayor Marie E. McKenna, City Clerk

Attachment H

CITY MANAGER Quality Services for a Quality Community

MEMORANDUM

TO: East Lansing City Council

FROM: George Lahanas, City Manager

DATE: September 14, 2012

SUBJECT: Departmental Reorganization

At the September 11, 2012 meeting of the East Lansing City Council, I presented my proposed combination of the Planning and Community Development and Code Enforcement and Neighborhood Conservation departments. This departmental reorganization would create one department under the leadership of Tim Dempsey that houses all building and planning related items. According to our City Charter, “the Council may upon the recommendation of the City Manager, create, combine, or re-organize departments, agencies, and administrative offices and officers of the City Government.” I am respectfully requesting the approval of my recommended departmental changes. Council may move to approve the reorganization and combination of the Planning and Community Development and the Code Enforcement and Neighborhood Conservation departments into one department to be named, the Department of Planning, Building, and Development in accordance with the recommendation of the City Manager.

City of East LansingOFFICE OF THE CITY

MANAGER410 Abbot Road

East Lansing, MI 48823

(517) 319-6920www.cityofeastlansing.com

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Attachment I

PLANNING AND COMMUNITY DEVELOPMENT Quality Services for a Quality Community

MEMORANDUM

TO: George Lahanas, City Manager

FROM: Tim Dempsey, Director – Planning & Community Development/CENC Annette Irwin, Assistant Director - CENC

DATE: September 14, 2012

SUBJECT: St. Anne Update

Per our memo of September 7th, we are providing an update for Council on the same remaining issues. Outstanding Items on Temporary Certificate of Occupancy All of the six items identified on the Temporary Certificate of Occupancy have been completed. Outstanding Items on the City Letter Dated August 15th The geotechnical evaluation was delivered this morning and the results of the elevator slab testing have been communicated to us and we expect the report this afternoon. In conjunction with C2AE, our staff requires additional time to review these items. As a result, we issued an extension of the Temporary Certificate of Occupancy until September 21. C2AE’s Update of the August 7th Letter C2AE is working on a final closeout of their August 7th letter. We will provide this to Council upon its completion, currently expected to be early next week.

City of East LansingPLANNING AND

COMMUNITYDEVELOPMENT

410 Abbot RoadEast Lansing, MI 48823

(517) 319-6930www.cityofeastlansing.com