Agenda packet — City Council and Authorities Concurrent, May 27, 2025 (part 8 of 9)

2. Appointment of Benchmarker
Customer shall have the right to conduct (or have conducted) a Benchmark under this Agreement to ensure that the Fees and/or Services (including Service Levels) are competitive with those charged or provided to the Comparators.

Customer shall have the right to appoint ISG, Gartner, Inc. or Avasant, LLC as the Benchmarker, and the appointment of any shall be deemed accepted by Service Provider. The Parties shall mutually agree to the appointm,ent of any other Benchmarker not listed in this section.

3. Scope of Benchmark
a. Benchmark of Fees. Customer may request a Benchmark for all or any portion of the Fees charged by Service Provider for all or any portion of the scope of Services under this Agreement.
b. Benchmark of Services. Customer may request a Benchmark for all or any portion of the Services used by Customer under the Agreement. Furthermore, Customer may define the scope of the Benchmarked Services to include any Service Tower, or any other granular subset of the Services.

4. Timing and Frequency of Benchmark
During the Term, Customer shall have the right to conduct a Benchmark of each Service Tower on an annual basis, but no more than one time per each rolling twelve (12) month cycle.

5. Benchmarking Methodology
The Benchmarker will normalize all data to obtain relevant comparisons with respect to the Comparators for purposes of the Benchmark. The Parties shall rely on the Benchmarker's standard Benchmark Process and methodology, including standard normalization criteria, as well as unique normalization criteria to the extent applicable, which shall include, but not be limited to, the following:
a. data from a statistically significant sample of the Comparators; b. geographic scope for the Fees and/or Service Levels that are the subject of the Benchmark;
c. the nature, type and volume of the services received and the respective service environments, including the hardware or software used to provide the subject Benchmarked Services
d. skill sets and experience levels of Service Provider Contract Staff providing the Services, including but not limited to Key Service Provider Personnel; and e. relevant contractual terms and conditions.

Each Party may provide reasonable suggestions to the Benchmarker regarding normalization and other relevant Benchmarking criteria that may comprise the Benchmark Process. The Bench marker shall reasonably incorporate such suggestions with respect to the Benchmarking Process; and provided further that Benchmark Commencement Date shall not be adjusted or delayed unless Customer has agreed in writing.

6. Cooperation with Benchmarker

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I I
Service Provider agrees that it shall act in good faith and comply fully and promptly with requests by the Benchmarker relating to the Benchmarking Process, including requests for information, reports, data and access to personnel. Service Provider shall not delay, impede, obstruct or otherwise frustrate or prevent the Benchmarker from obtaining the information required to complete the analysis.

7. Costs of Benchmark
Customer and the Service Provider shall equally split all fees and charges reasonably owed to the Benchmarker, which fees and charges shall generally be determined and agreed in advance of the Benchmark. Service Provider shall participate and cooperate fully and promptly with the Benchmarker and shall pay its own costs, including without limitation the use of Service Provider and Service Provider's Subcontractors' labor, associated with such participation and cooperation.

8. Benchmark Process
a. During the Term of the Agreement, if Customer elects to conduct a Benchmark, Customer shall notify the Benchmarker and Service Provider in writing, and the date of such written notice shall be known as the Benchmark Notice Date. The Benchmarker shall commence the Benchmarking Process within thirty (30) days following the Benchmark Notice Date ("Benchmark Commencement Date"), unless otherwise agreed by the Parties. The Benchmarker shall notify Customer and Service Provider upon the completion of the Benchmark Report, and the Parties shall meet to discuss such report within ten ( 10) business days following its completion.
b. If the Benchmark Report indicates that the Fees charged to Customer are more than one hundred five percent (105%) of the average price point (i.e., 5% higher than the average fee charged to the Comparators), then Cu~tomer shall be entitled to an automatic adjustment of its Fees to a price that is within 5% of the average fees charged to the Comparators. Such adjustment of Fees shall be made within thirty (30) days following the completion of the Benchmark Report, and shall be made effective on a date that shall be no later than three (3) months following the Benchmark Notice Date (hereinafter the "Adjustment Date").

By way of example, assume there are 12 Comparators in a Benchmark study. For example, see the table below:

Comparator 1 $1 million
Comparator 2 $2 million
Comparator 3 $3 million
Comparator 4 $4 million
Comparator 5 $5 million
Comparator 6 $6 million
Comparator 7 $7 million
Comparator 8 $8 million
Comparator 9 $9 million
Comparator 10 $10 million
Comparator 11 $11 million
Comparator 12 $12 million

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In this example, the average price point of the Comparators is $6.5 million. If Service Provider's price point exceeds the average price by more than 5% (i.e., greater than $6,825,000) then Service Provider will be required to adjust its fees to a price point that is less than or equal to $61825,000 million.
c. If the Benchmark Report indicates that the Services (including Service Levels) provided to Customer do not meet the standard for the Comparators (e.g., the absence of Service Levels that are standard for the Comparators, or Service Level targets that are below the average threshold for the Comparators receiving similar Services), then the Parties shall discuss and agree upon an adjustment to the scope of Services (including the addition of Service Levels or adjustment to Service Level targets), and such adjustment shall be made within thirty (30) days following the completion of the Benchmark Report, and shall be made effective as of the Adjustment Date.

For clarity, if the Benchmark is not concluded and/or the Parties do not reach agreement on an adjustment to Fees and/or scope of Services (including Service Levels) until after Adjustment Date, all such changes shall be made retroactive to the Adjustment Date.

9. Remedies
a. Failure to Cooperate with Benchmarker. If the Service Provider fails to reasonably cooperate with the Benchmarker, including, without limitation, a failure to provide requested information, reports, data or access to personnel, and such acts or omissions result in a delay of the completion of the Benchmark that exceeds ninety (90) days following the Adjustment Date, the Service Provider shall be deemed to be in material default of the Agreement, and Customer shall, at its option, be entitled to (i) an automatic reduction in the Fees of ten percent (10%), which change shall be made retroactively effective to the Adjustment Date; or (ii) terminate the Agreement, either in whole or in part, or the affected scope of Services, in whole or in part, without liability and without the payment of any termination fees.

Reasonable cooperation with the Benchmarker shall not include a requirement of the Service Provider to disclose its costs and/or profits to provide the Services to the City or services to its other customers to the Benchmarker. b. Failure to Agree to Fees or Service Level Adjustment. If, following the completion of the Benchmark Report, Service Provider refuses to make adjustments to Fees and/or· Services (including Service Levels), or fails to reach agreement with Customer on such adjustments within ninety (90) days following the Adjustment Date, Service Provider shall be deemed to be in material default of the Agreement, and Customer shall be entitled to terminate the Agreement, either in whole or in part, or the affected scope of Services, in whole or in part, without liability and without the payment of any termination fees.

Page4
Schedule 7
Reports
City of Santa Clara
All reports to be reviewed, revised during
transition planning. Many will be incorporated
Into other reports as applicable (I.e. monthly
ops) and as mutually agreed. Recognized that
reporting may change through the Continuous
Improvement processes.

Report Title
Security Events and Response Summary
Weekly Security Report
SOC 1 Type 2
SOC2Type2
CMDB - SSL Cert Expiration Report
Cisco Prime Infrastructure reports
Data Center utilization, capacities
Network PoE
Major outages
Library internet
Wi-Fi reports
Zscater reports
Asset Management Purchase Summary
Asset Management Activity Summary
Asset Management Back Order
SCCM Hardware Report
SCCM Software Report
ITSM Hardware Report
ITSM Software Report
ITSM-SCCM Delta Report - Critical report
for tracking asset and resolving asset
discrepancies
ITSM Software License Report
tTSM Software Reclaim Report
Frequency
Weekly
Weekly
Annual
Annual
Bl Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Weekly
Weekly
Weekly
Weekly
Weekly
Weekly
Weekly
Weekly
Weekly
Weekly
Comments (e.g., level of effort to develop custom report, impact If Prescribed Service Tower not standard) List of all the security events that have occurred, what actions where taken and next steps as applicable. Trends, top categories of exposure to inctude·URL lists. malicious content, phishing, malware/ransomware Enterprise Compute attacks. Category transaction counts: we~mall, dev apps, streaming media/file sharing. collaboration apps, business apps, social media.

Vendor will work with the Customer to define the scope of this report and required information. Llst of all lhe security events that have occurred, what actions where taken and next steps as applicable. Trends, top categories of exposure lo include URL lists, malicious content, phishlng. malwarelransomware attacks. SIEM reporting.Category transaction Enterprise Compute
counts: webmait. dev apps, streaming media/file sharing, collaboration apps, business apps, social media. •
Annual report covering Data Center operations. Audits for other service Enterprise Compute deliverv areas on a orolect basis.

Annual report in accordance with Agreement Article 17 Enterprise Compute A report available on the Customer web portal, produced every other month. Provides a report of SSL Certificate that are expiring in the Enterprise Compute coming months.

Network wireless, LAN utilization. trends and analysis. Enterorise Compute Storage trend usage, predictive analysis, capacity management. cateQOIY Enterprise Compute of use.

List of alt devices and if they are PoE enabled or not. Enterprise Compute List of alt P1 and P2 outages, date and time of occurrence, impacts, root Enterprise Compute cause analysis, improvement plans and preventative next steps.

Usage trends, security patterns, access. Enterprise Compute Utilization, capacity and trending. Enterprise Compute
Number of potenllat harmful activities prevented, trending. Enterprise Compute Monthly report automatically generated by the asset management system listing authorized purchases made In the last month. Accessible on End-User Customer web portal.

Monthly report automaUcalty generated by the asset management system Identifying Asset status changes (e.g., end of life, spare, operational) made as a result of tMACs, refreshes, and break-fix activities in the last End-User
month. This report is accesstble on Customer web portal.

Monthly report automatically generated by the ticketing system listing authorized hardware and Software purchases in back-order status al the End-User end of each month. Accessible on Customer web portal.

Weekly report automatlcalty generated from SCCM standard toots and accessible in the customer web portal. See SCCM definitions on End-User reporting for further detatts.

Weekly report automatically generated from SCCM standard toots and accessible in the customer web portal. See SCCM definitions on End-User reporting for further details.

Weekly report automatically generated and accessible In the customer web portal. See ITSM definition for additional details. End-User Weekly report automatically generated and accessible in the customer web portal. See ITSM definition for additional details. End-User Custom report that requires 2 hours of effort every week. The report consists df multiple worksheets. tt has worksheets containing tTSM data & SCCM data. It has worksheets identifying the discrepancies between End-User the ITSM and SCCM data and It contains comments describing why the discrepancies exists. It is the most valuable report in the asset management arsenal.

Custom report automatically generated on a weekly basis and accessible in the customer web portal. The software licensing functionality available End-User in tTSM Is not being used by the City.

Weekly report automatically generated and accessible in the customer web portal. The soflware licensing functionality available in tTSM Is not End-User being used by the City.

ITSM Disposed Asset Report Weekly report automatically generated and accessible In the customer End-User Weekly web portal.

Custom report(s) that requires up to 4 hours to create. The reports consist of multiple Excel 1vor1<sheets that provide a snapshot of the Project stakeholder views - Excel Monthly departments actlve and future projects. Cross Functional Custom report(s} that requires up to 2 hours to create. The reports consist of scatter diagrams and pivot tables that provide a snapshot of Project stakeholder views - PowerPoint Monthly the departments active and future projects. Cross Functional Storage utilization Monthly Storage utilization trend~. Enterprise Compute Storage reports Monthly Activity (IOP) trends on each logical and physical. Enterprise Compute Monthly SLA performance report per the Customer final contract SLA Schedules. This report calculates performance by each Service Area, SLA Report Per SLA Schedule Including cross-functional and PMO-provlded services, using Service Desk 4 documented SLA calculation methodology and data collected and maintained predominantly witl1ln the ticketing system. This report is incorporated as part of the monthly account summary report.

CSAT Report - Monthly Monthly Results from surveys. How many, ranking of each question, comments. Service Desk Historic email/call trending Monthly Trend of number of calls by month and number of emails. Service Desk First call, first contacl resolution Monthly Number of first contacts that are resolved first time, trended each month. Service Desk Surveys Monthly Trend analysis of CSAT results, monthly basis. Service Desk Scheduled and Implemented Change Weekly report showing all board-approved and scheduled changes for Report Weekly the week to come and all implemented changes for the preceding week. Cross Functlonal This is available on the Customer web portal.

A report available on the Customer web portal. II ls produced annually Year-in-Review Service Delivery Report Annual and provides an operational summary of the environment by service Applications tower.

Heat maps Bl-Weekly Application relationships Applications Application portfolio stats/info Weekly Application catalog characteristics Applications UMIS Stakeholder Review Semi-Annual Review and prioritization of UMIS projects, budget status Applications Public Safety Dally Standup Daily· Daily review or Public Safety Issues, project tasks Applications Public Safety Operations Meetings Monthly meeting with Command Staff to review current status and Applications Monthly upcoming requests UMIS PMO Status Bi-Weekly Bi-Weekly review of UMIS projects with stakeholders Applications UMIS ITD Status
Bi-Weekly review of UMIS operational Issues and tasks with Applications Bi-Weekly Stakeholders Application Portfolio review Bl-Weekly review of application portfolio, steady state, project status, Applications Bi-Weekly future projects Weekly report available on Customer web portal in the projects portfolio.

This Is a summary report, by active project, describing progress, Project Status Weekly schedule status, Impacts, issues, risks and a stoplight indicator: (Green} Cross F unclional On Schedule, No Critical Issues; (Yellow} Problems Exist, But Workarounds Are Defined; (Red} Major Problems, No Recovery Plan Available.

Monthly report available on Customer web portal. Summar1zes service delivery activities during the previous month across all Service Areas.

Monthly PMO Summary Monthly Composed of the monthly dashboard report and attachments for Incident Cross Functional and Problem activity and Resolutions, Root Cause Analyses (RCAs}, Service Level Requirement (SLR) performance. and status of key Issues, Problems, and actions.

Weekly report avallabte on Customer web portal in the projects portfolio.

This Is a summary report, by active work order, describing progress, schedule status, Impacts, Issues, risks, and a stoplight indicator. (Green) Work Order Summary Weekly On Schedule, No Critical Issues; (Yellow) Problems Exis~ But Cross Functional Workarounds Are Defined; (Red} Major Problems, No Recovery Plan Available. Note that work orders associated with projects are reported in the weekly project status report.

PM team provides suggestions and recommendations to resolver groups Cross Functional PMO Methodology Weekly and track the action items SIEM reports SIEM actions, issues found, proactive steps taken, executive overview, Weekly maturity model ched<list and timeline/roadmap to complete each level. Enterprise Compute Will be provided on a weekly basis showing all maintenance activities to Maintenance ActMty Weekly be performed during the reporting period, which Includes change request Cross Functional activities.

TR&R Activity Monthly Monthly report providing information on planned technology refreshment Cross Functional and replenishment for the next 3-month period.

Monthly report inoorporated as part of the monthly account summary Chargeback Report Monthly report. Vendors standard invoice can be used as a chargeback Cross Functional mechanism by the Customer.

Monthly Dashboard Report Monthly
Monthly executive summary view of tt1e overall service delivery performance status. This is the Lead I to the monthly PMO status report, Cross Functional accessible through the Customer web portal.

Weekly Customer Priority Report Weekly A weekly report available on the Customer web portal. Provides a priority Cross Functional list of Work Orders, ROMs and Requirements Documents.

Governance reports Provides management action lists, organizaUon highlights, overall Weekly objectives, discussion items, decision points and prioriUes for the team. Cross Functional On demand reports Various
Analytics to determine actions for continuous improvement outcomes or requests. Cross Functional
Financials, invoicing detail
Charges by category and resources by month with a running total of Monthly invoice amounts. Cross Functional
Antimalware and client checks Weekly
List of all clients with versions of anUmalware, virus software installed.

Identifies gaps, issues. End-User
Server, laptop, End-User counts Weekly
Number of servers, laptops, and End-Users by department with model numbers. End-User
Problem Ticket details, Problem summary, Incident resolution and Problem Activity and Resolution Weekly, Monthly details. Root cause summary(Root cause, Action taken, Solution) , Root Cross Functional cause elimination and preventive actions(suggestion, solution/outcome,.

Action plan) Lessons learned and Problem detection & details RCA Summary Report Weekly
Weekly RCA tracker with details like Problem Reference number , associated Master incident number, priority , created/closed date, PBI Cross Functional ageing days, Approval, RCA details and RCA OLA status.

Detailed List of Closed Incidents Monthly
Tickets closed by service desk on monthly basis under the service Service Desk category "User service restoration"
Detailed List of Closed Requests Mont11ly Tickets closed by service desk on monlhly basis under the service Service Desk category "User service request''
Detailed List of Closed Events Monthly Auto generated tickets dosed on monthly basis under the service Enterp<ise Compute category "Infrastructure Events" & "Infrastructure Restoration" Detailed list of Created Incidents Monthly
Tickets created by service desk on monthly basis under the service Service Desk category "User service restoration"
Detailed List of Created Requests Monthly Tickets created by service desk on monthly basis under the service Service Desk category "User service re<1uest"
Detailed List of Created Events Monthly Auto generated Uckets created on monthly basis under the service Enterprise Compute category "Infrastructure Events" & "Infrastructure Restoralion" All the tickets open (Irrespective of the dates when they were created) Detailed List of Open Incidents Weekly under lhe service type "User service restoration", "User service request" Enterprise Compute and "Infrastructure events & restoraUon"
Detailed list of Problems Weekly Summary of all PBls open, closed with history Cross Functional Detailed List of Resolved Incidents Monthly
Tickets Resolved by service desk on monthly basis under the service, category "User service restoration", "User Service Request and Cross Functional "Infrastructure Events a& Restoration"
Incident Aging Report Weekly Backlog of all tickets by their Assigned Owner group and of the service Cross Functional type • User Service Restoration" and "User service Request" All Incidents created & closed by priority with the trending.

All Incidents created for that period with its current status and Priority.

All Incidents created for that period by Reported Source All Incidents created for that period by Impact
All Incidents created for that period by Site
All Incidents created for that period with current Assignment Groups Incident Operational Report Weekly All Incidents created for that period with its Operational Categories Cross Functional All Incidents created for that period with its Product Categories Incidents Resolved for that period and its Dally Mean Time to Resolve ( Resolved Time - Created Time)
Mean time to resolved with Incident Impact categorized In various time buckets.

All Incidents Resolved by Top_ 1 o Resolver Groups
Problem Management Summary Report Monthly Monthly PBI Trend showing created, close<l and cancelled PBls Cross Functional Consolidating Incidents and Events data that are downloaded from City Events Analysis Report Monthly Portal. Data Is uploaded by reporting team. In Enterprise computing, Cross Functional Events Trend, Frequent event generators, Top 5 event types are captured.

Monthly analysis report consists of Enterprise computing and End user Executive Problem Management Report Monthly
oomputing. In End user computlng, Tickets trend, Service Type split, Top 10 incidents, Department wise analysis, Deep dive on Top 5 products Cross Functional with problem types, Details of Recurring issues are shown. Monthly PBl's Trend & RCA Tracker
Messaging wor1< plans and Issues Monthly
Monthly Exchange server report slides includes current On-Premises Exchange Environment, future planned work and Issues remediated. Enterprise Compute Account Summary Monthly
Monthly account finance invoice listing resource units and rates, applicable Additional Resource Charges {ARCS) and Reduced Resource Credits (RRCs), Authorized project expenses, procurements, and other directly billable expenses. Note that this report will be provided in a Enterprise Compute standard invoice form that Customer can use as a chargeback mechanism.

Monthly status report on three areas of the IT environment: servers, storage, and network. This report addresses the impact of Customer Service Area Capacity Status and business objectives on resource usage, results of system Information Monthly analyses, actual workload versus forecast and predictive analyses of Enterprise Compute Trending future needs based on historical data {trends). Attributes lndude View of cpu, memory, and other thresholds and trends of servers and virtual systems.

Windows work plans and issues Weekly
List of work being performed with windows and any virtualized servers.

Describes next steps and outstanding Issues. Enterprise Compute Renewals Monthly List of all sottware on maintenance with date of next renewal. Enterprise Compute Capacity management reports
View of cpu, memory, and other thresholds and trends of servers and Monthly virtual systems. Enterprise Compute
Project Artifacts (the relevant one's) gets updated by the Project PMO artifacts and metrics Manager's on a daily basis. The metrics for the projects are submitted as Weekly part of the Project Status Report { 4-up's) Cross Functional Weekly report available on Customer web portal in the projects portfolio. Cross Functional Tl1is Is a summary report, by active project, describing progress, schedule status, impacts, Issues, risks and a stoplight Indicator: (Green) Project status reports On Schedule, No Critical Issues; (Yellow) Problems Exist, But Workarounds Are Defined; (Red) Major Problems, No Recovery Plan Weekly Available.

Provide an OpsCenter list of backups performed for the month including Backup Schedule and Backups Performed Weekly, Monthly their schedules and completion status. Enterprise Compute Indicate any issues that had significant Impact on the provided list.

Backup work plans an<l issues
Provide a list of known upcoming Changes to the backup infrastructure. Enterprise Compute Weekly Denote any issues and planned remediation.

MTTR Report - Monthly Monthly Mean Time to Resolve, Standard Cross Functional Dashboard which provides details of incidents & Infrastructure events Open Incident Volume Dashboard - Monthly split into respective service streams(Deskslde, SD, RM, etc) by its Priority Cross Functional Monthly {High, Medium & Low), and the respective statuses(Open or Resolved) as of the end of month each month
Weekly Defect management report is setup to govern & improve incident coding quality for Incident Product Codes, Operational codes, Incident Defect Report - Weekly Weekly misroutes and Incidents with high Turn around time. This initiative Cross Functional increases the overall problem and product tracking, which helps us generate close to accurate historical data of Product and Problem types for monthly, quarterly & annual reviews
Monthly Operational Review provide a 6 months trend analytlcs.

Examples below. 110 to 140 slides per month.

1. Volume trend of incidents, Requests & Events
Operational Review Report - Monthly 2. Volume trend split by Reported Source (Email, Phone & Direct Input) {Volume trends of Created/Resolved, Monthly 3. Ticket created and resolved trend by respective service streams Cross Functional Reported Source, Service Streams, (Deskslde, SD & Resolvers) Assignments Groups & Products) 4. Resolved Incidents by the top assignment groups

5. Resolved trend of top Products {SD & Deskside)

6. CSAT trend for SD & Deskside

7. CSAT response rate

8. Tum Around time trend for SD & Deskside
RequestAging Report Weekly Backlog of all tickets by their Assigned Owner group and of the service type " User Service Restoration" and "User Service Request' Cross Functional All Incidents created & closed by priority with lhe trending.

All Incidents created for that period with Its current status and Priority.

All Incidents created for that period by Reported Source All Incidents created for that period by Impact
All Incidents created for that period by Site
All Incidents created for that period with current Assignment Groups Request Operational Report Weekly All Incidents created for that period with Its Operational Categories Cross Functional All Incidents created for that period with Its Product Categories Incidents Resolved for that period and Its Dally Mean Time to Resolve ( Resolved Time - Created Time)
Mean lime to resolved with Incident Impact categorized in various time buckets.

All incidents Resolved by Top 10 Resolver Groups
SCHEDULE 8

MANAGED AND ASSIGNED AGREEMENTS
TO
MASTER SERVICES AGREEMENT ·

BY AND BETWEEN

CITY OF SANT A CLARA
AND

UNISYS CORPORATION
Schedule 8 - Managed and Assigned Agreements
Schedule 8
Managed and Assigned Agreements

1. Managed Agreements
Organization Services
ABTECH Server repairs, maintenance.

Altiris Wise Package Studio I Wise Installation
Studio
AMS.net Cabling and electrical for data center
AT & T DATACOMM INC Network equipment maintenance
Bay Area Data Supply De?ktop printer maintenance
Carahsoft Veritas backup licenses for servers
Center for Internet Security Albert IDS monitoring
Cogent Internet Service Provider
Compucom Symantec Ghost Solution Maintenance
ZScaler Hosted Web Filtering
Presidio SmartNet Service and Network Equipment
Procurement
DELL PGP Whole Disk Encryption support
DL T Solutions Symantec NetBackup, Symantec Endpoint
Protection
Duo Security DuoSecurity 2FA software
Iron Mountain Off-site tape storage
KEMP Load Balancers
LC Networks Data Cabling outside of the data centers
Namescape Rdirectory
Eaton Power Solutions UPS Battery Backup maintenance
Nimble Network Attached Storage
ABTECH Tape library maintenance
Packet Fusion ShoreTel Software

Page 2 of 3 ends

Schedule 8 - Managed and Assigned Agreements
Organization Services
RadiolP MulitlP Software
Recall Destruction Services
Solar Winds
Network IPMA, Bandwidth Monitor, and
VTools
Thermal Mechanical Parts & Service (HVAC)
VmWare Inc Server Virtualization Support
WebEx Conference call services
Windstream VoIP SIP Trunks

2. Assigned Agreements
None.

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SCHEDULE 9

KEY SERVICE PROVIDER PERSONNEL
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA
AND

SERVICE PROVIDER

CONFIDENTIAL

CONFIDENTIAL
SCHEDULE10

SECURITY PROTOCOL
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANT A CLARA
AND

SERVICE PROVIDER
Schedule 1 O - Security Protocol
Table of Contents

1. Goal .................................................................................................................................... 3

2. Risk Assessment ................................................................................................................ 3

3. Syste1n Changes ................................................................................................................. 3

4. Training and Education ...................................................................................................... 4

5. Agents and Subcontractors ................................................................................................ 4

6. Regular Testing and Monitoring of Compliance ............................................................... 4

7. Incident Response .............................................................................................................. 4

8. Pe1i.odic Adjustment. .......................................................................................................... 5

9. Review by Customer .......................................................................................................... 5

10. Audits and Verification ...................................................................................................... 5

11. Access to Documents ......................................................................................................... 6

12. Use of Customer Resources, Non-confidential Nature of lnfonnation On Customer Equipment ......................................................................................................... 6

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Schedule 10 - Security Protocol
Schedule 10
Security Protocol

1. Goal
a) The goal of all of Customer's security plans and procedures as available in respect of Customer's various operations ("Customer Security Plans") is to protect Customer's people and information assets in a safe, practical and cost-efficient manner, while not impeding the productivity or efficiency in the daily conduct of Customer's business processes. b) Customer Security Plans, as available and if and as revised from time to time, shall form a part of the Procedures Manual (which may be subject to Change Control Procedures). As set out in Section 5.5 of the Agreement, Service Provider shall comply with the Procedures Manual, including the Customer Security Plans, throughout the duration it provides Services to Customer. In pursuance of such compliance, Service Provider agrees and understands that if required, it shall apply the necessary controls to develop, modify or acquire systems to preserve the integrity of the information processed on its systems. c) Service Provider shall ensure compliance with the Customer Security Plans by all users of Customer information including, without limitation, Service Provider employees, officers, directors, agents, associates, consultants/contractors, temporary workers and any third-party processors of Customer Data.

2. Risk Assessment
Service Provider shall perform regular risk assessments ("Risk Assessments"), no less than annually, of its compliance with the Customer Security Plans to:
a) Identify foreseeable internal and external threats pursuant to Service Provider's operations that could result in unauthorized access, disclosure, misuse, alteration, or destruction of any of the Customer Data;
b) Assess the likelihood and potential damage of these threats, taking into consideration the sensitivity of the Customer Data (and any special risks or issues identified by Customer); and c) Assess the sufficiency of the policies, procedures, information systems, technology, and other arrangements that Service Provider has in place to control such risks.

If applicable, Service Provider shall, based on a mutually agreed timeline after completion of Risk Assessment, revise its own security plans and its operations, including its provision of the Services, to manage and control the risks identified during the Risk Assessment; provided however, any Customer specific controls required as a result of Customer's risk assessment shall be addressed pursuant to the terms of Schedule 27. Service Provider shall, immediately upon completion of such revision, provide a report to Customer detailing therein the outcome of the Risk Assessment and the revisions adopted pursuant to such a Risk Assessment.

3. System Changes
Service Provider shall make no system change, nor implement any modification of its own security plans, that (i) may adversely affect the security of the System or the security of the Customer Data or other data created, processed, or stored by Service Provider for Customer, (ii) requires Customer to install a new version, release or upgrade of, or replacement for, any hardware or software or to modify any hardware or

Page 3 of 6 ends

Schedule 10- Security Protocol
software, or (iii) requires Customer to pay any additional amount for the Services, in each case without first obtaining Customer's approval in accordance with, or as otherwise contemplated under, the Change Control Procedures set forth in Schedule 14.

4. Training and Education
Service Provider shall institute an appropriate training and education program designed to train its employees to implement and comply with the Customer Security Plans, and designed to ensure that they are adequately aware, of their responsibilities pursuant to Service Provider's compliance obligations with respect to the Customer Security Plans. Service Provider shall be responsible for training Service Provider's employees and subcontractors, of any tier, who have access to any Customer information technology system, in current Customer certification programs, which may be amended, revised, or replaced, from time to time, concerning Customer's information security policies.

5. Agents and Subcontractors
Whenever Service Provider is authorized by Customer to use agents or subcontractors to provide the Services under this Agreement, Service Provider shall:
a) Exercise appropriate due diligence in selecting its agents and contractors consistent with the requirements of the Customer Security Plans and this Schedule. b) Require its agents and subcontractors by contract to implement and regularly test appropriate measures designed to meet the objectives of the Customer Security Plans and this Schedule.
c} Monitor its agents and subcontractors to confirm that they have satisfied such obligations. d} Ensure that its agents and subcontractors comply with Section 11 below with respect to the portion of the Services that they perform on behalf of Service Provider, except as Customer may otherwise agree.

6. Regular Testing and Monitoring of Compliance
In addition to the requirements set forth in Section 10 below, Service Provider shall regularly' test the key controls, systems, and procedures of its security plans and for its compliance with the Customer Security Plans (including as applicable to its subcontractors) to cause them to be properly implemented and effective in addressing the threats and risks identified. The frequency and nature of such tests should be determined by the Service Provider's Risk Assessment. Tests should be conducted or reviewed by staff independent of those that develop or maintain Service Provider's security plans and its compliance with the Customer Security Plans; provided however, any Customer specific controls required as a result of Customer's testing and monitoring of compliance shall be addressed pursuant to the terms of Schedule 27, Service Provider shall also. monitor compliance with its security plans and the Customer Security Plans, both internally and by its subcontractors.

7. Incident Response
Service Provider shall develop and implement (and require its subcontractors to develop and implement) appropriate incident response plans that specify actions to be taken when Service Provider, a Subcontractor or Customer suspects or detects that unauthorized individuals have gained access to Customer Data or Systems relating thereto, • including appropriate reports to regulatory ·and law enforcement agencies to be made by Service Provider with Customer's consent or direction. Such incident

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I '
Schedule 10 - Security Protocol
response plan shall include notification, management, and response procedures to be followed in case of any security incidents or any suspected unusual activity that may represent a potential security threat, such as virus activity, use of information systems in connection with a denial of service attack, system hacking, theft or destruction of data or other unusual activities or network traffic. In the event Service Provider or a Subcontractor discovers, suspects, or is notified of a breach, potential breach, or risk of breach of security relating to any Customer Data, Service Provider shall promptly notify Customer of such breach, potential breach, or risk of breach. Service Provider shall provide Customer all documents related to any breach of security promptly at Customer's request. Service Provider shall fully cooperate with any Customer investigation of such breach, potential breach or risk of breach. Service Provider shall immediately investigate and, at its sole cost, immediately cure any such breach that occurs within Service Provider's obligations under the Agreement. Customer will review the remediation by Service Provider.

8. Periodic Adjustment
Service Provider shall regularly monitor, evaluate, and adjust, as appropriate, its security plans and its compliance with Customer Security Plans in light of any relevant changes in applicable law and regulations, technology, the sensitivity of the Customer Data, internal or external threats to the Customer Data, requests from Customer, and Service Provider's own changing business arrangements, such as mergers and acquisitions, alliances and joint ventures, outsourcing arrangements, and changes to information systems.

9. Review by Customer
Service Provider shall provide Customer the right to review its security plans, together with operating documentation and other relevant documentation, upon Customer's request. •

10. Audits and Verification
a) Service Provider SSAE 16 Report. Service Provider shall have its security plans and its compliance with Customer Security Plans audited on an annual basis by a reputable and nationally recognized audit firm to review and test the design and operating effectiveness of the security measures adopted, identify any weaknesses or deficiencies of the security measures and alternative or additional measures that must be implemented, and determine whether Service Provider is achieving the control objectives of its security plans and the Customer Security Plans. Customer understands and accepts that Service Provider may (i) perform and report on such security audits in combination with and as part of the SSAE 16 control audits that Service Provider performs to satisfy its own Sarbanes- Oxley compliance requirements and (ii) provide such report to other customers as described in the Agreement.

No portion of this Schedule 10 shall be construed to preempt applicable Laws; rather, the requirements of this Schedule 10 and the Customer Security Plans are an additional layer of protection to Customer, and are to be administered in addition to the requirements of applicable Law.
b) Service Provider Certifications. Upon request, and at such reasonable intervals as Customer or its auditors may specify, but no less than quarterly, an appropriate officer of Service Provider will certify to Customer that, to the best of his or her knowledge, after reasonable inquiry: (i) Service Provider has reported all breaches of security, suspected fraud or other irregularities or reportable incidents that may constitute violations of its security plans, the Customer Security Plans and / or this Schedule; (ii) Service Provider has reported to Customer all apparent material weaknesses and deficiencies in the security measures contemplated under its own security plans, and in its compliance of the Customer Security

Page 5 of 6 ends

Schedule 10 - Security Protocol
Plans and this Schedule; and (iii) make such other factual certifications concerning its security plans, the Security Integration Plan and this Schedule as Customer or its auditors may reasonably request.
c) Customer Audits. Upon forty-five (45) days' prior notice from Customer, unless shorter notice is required by exigent circumstances, and subject to all applicable confidentiality obligations agreed to by Customer and Service Provider, Service Provider will provide, and will cause its agents or subcontractors to provide, Customer or any Customer representative (other than a Service Provider competitor), with access to such facilities, records and supporting documentation as may be requested by Customer in order to audit Service Provider's compliance with its obligations under or related to the Customer Security Plans and/ or this Schedule.

11. Access to Documents
Service Provider shall provide Customer with access to all documents and records maintained by Service Provider in relation to its security plans, this Schedule and its compliance with the Customer Security Plans on a mutually agreeable schedule and at a mutually agreeable location.

12. Use of Customer Resources, Non-confidential Nature of Information On Customer Equipment
All onsite Contract Staff will comply with the City Manager's Directive Procedure "CMD 116 Use of Resources, Non-Confidential Nature of Information".

Page 6 of 6 ends

SCHEDULE11

ACCEPTANCE PROCEDURES
to the

IT MANAGED SERVICES AGREEMENT
between

THE CITY OF SANTA CLARA
and

UNISYS CORPORATION

Page 1 of 2 ends

Schedule 11 - Acceptance Procedures
Service Provider shall perform, complete, and deliver Deliverables and Milestones to Customer for Customer's acceptance, to include but not limited to Transition Deliverables and Milestones, in accordance with the terms and conditions of an applicable Statement of Work, Project Plan, Transition Plan, or other Agreement document pursuant to the PMO methodology described on the IT lnSite Portal (or as otherwise agreed) and the following procedure:

1. The Parties will mutually agree upon applicable, detailed acceptance criteria with respect to each Deliverable and Milestone as soon as practicably possible.

2. Upon receipt by Customer of a Deliverable or notice of completion of a Milestone from Service Provider, Customer will review. the Deliverable or Milestone to verify that it complies with the applicable and previously agreed acceptance criteria.

3. If the Deliverable complies with the acceptance criteria, Customer shall provide notice of Customer's acceptance of the Deliverable or Milestone.

4. Customer will have the right to reject a Deliverable or Milestone that does not meet the applicable acceptance .criteria. Customer shall inform Service Provider of such rejection in writing within ten (10) business days from the date of delivery thereof by Service Provider, or as mutually agreed to by the Parties, describing the deficienci_es with respect to the applicable acceptance criteria in reasonably sufficient detail.

5. If Customer notifies Service Provider that a Deliverable or Milestone is not accepted, and Service Provider is able to identify or reproduce the stated deficiencies, Service Provider shall correct such deficiencies and redeliver the affected Deliverable or Milestone within five (5) business days from the date of Customer's notice unless the Parties mutually agree that such correction reasonably requires a longer timeframe.

6. Upon Service Provider's redelivery of the affected Deliverable or Milestone, Customer shall inform Service Provider of its acceptance or rejection with respect to Service Provider's correction of Customer's previously described deficiencies in writing within five (5) business days from the date of Service Provider's redelivery thereof.

7. Should Customer not accept a Deliverable or Milestone within the two (2) review periods described above, or within additional review periods as mutually agreed by the Parties, and Service Provider reasonably and in good faith believes that the finally delivered Deliverable or Milestone corrects the Customer's initially described deficiencies with respect to the applicable acceptance criteria, the Parties shall promptly escalate the matter for resolution in accordance with the dispute resolution procedure set forth in Schedule 17, Governance Model, and Article 21 of the Agreement.

8. Should Customer not provide its acceptance or rejection of a Deliverable or Milestone within the timeframes associated with a review period, or otherwise provide Service Provider with a reasonable rationale for an extended review period, the Deliverable or Milestone will be deemed accepted.

9. Should Customer not provide its acceptance or rejection of a Deliverable or Milestone within the timeframes associated with a review period, or otherwise provide Service Provider with a reasonable rationale for an extended review period the Parties shall promptly escalate the matter for resolution in accordance with the dispute resolution procedure set forth in Schedule 17, Governance Model, and Article 21 of the Agreement.
1 O. No such activities shall be deemed completed until all acceptance criteria, whether set forth in the Agreement or set forth in any Schedule thereto or otherwise mutually agreed upon by the Parties in writing, have been successfully met. •

Page 2 of 2 ends

SCHEDULE13

TRANSITION SERVICES AND DELIVERABLES
to the

IT MANAGED SERVICES AGREEMENT
between

THE CITY OF SANTA CLARA
and

SERVICE PROVIDER

TABLE OF CONTENTS

1. OVERVIEW ............................................................................................................................. 1

1.1 General. ...................................................................................................................... 1

1.2 Definitions ................................................................................................................... 1

1.3 References ................................................................................................................. 1

2. OVERVIEW OF TRANSITION SERVICES ........................................................................ 1

3. TRANSITION MANAGEMENT ............................................................................................. 1

3.1 Transition Managers . ................................................................................................ 1

3.2 Transition Management Office . ............................................................................... 2

3.3 Transition Planning and Kickoff ............................................................................... 2

3.4 Transition Schedules ................................................................................................ 3

3.5 Transition Deliverables and Milestones ................................................................. 3

3.6 Transition Status Reporting . .................................................................................... 3

3.7 Transition Team Meetings ........................................................................................ 4

4. TRANSITION MANAGEMENT PLANS AND TOOLS ....................................................... 4

4.1 Risk Management Plan ............................................................................................ 4

4.2 Change Management Plan ...................................................................................... s

4.3 Quality Assurance Plan ............................................................................................ s

4.4 Communications Plan ............................................................................................... s

4.5 Issue Management. ................................................................................................... 6

4.6 Transition Management Tools ................................................................................. 6 s. TRANSITION APPROACH AND METHODOLOGY ......................................................... 6

5.1 Knowledge Transfer Plan ......................................................................................... 6

5.2 Service Tower Transition Approach and Methodology ........................................ 7

6. ASSET INVENTORY ............................................................................................................. 7

7. KEY TRANSITION ROLES AND RESPONSIBILITIES .................................................... 7

7.1 Service Provider Roles and Responsibilities . ................... , ................................... 7 7 .2 Third Party Provider Participation . ........................................................................ 10

8. KEY TRANSITION DELIVERABLES ................................................................................. 10

8.1 Service Provider Key Transition Deliverables, Critical Transition Milestones and Corrective Assessments ............................................................................................. 10

TABLE OF EXHIBITS
Exhibit 1 Transition Schedules
Schedule 13
Transition Services and Deliverables

1. OVERVIEW

1.1 General.

This Schedule sets forth the requirements applicable to each Transition and the Transition Schedules that will be subject to Acceptance by Customer.

1.2 Definitions.

Unless otherwise defined in this Schedule or an Exhibit to this Schedule, capitalized terms used in this Schedule and the Exhibits to this Schedule will have the meanings set forth the Agreement. Other terms used in this Schedule and the Exhibits to this Schedule are defined where they are used and have the meanings there indicated. Those terms, acronyms, phrases and abbreviations utilized in the IT services industry or other pertinent business cqntext will be interpreted in accordance with their generally understood meaning in such industry or business context.

1.3 References.

Any reference herein to a particular Article or Section number or Exhibit or other attachment will mean that the reference is to the specified Article or Section in, or Exhibit or other attachment to, this Schedule, except to the extent that the cross-reference expressly refers to another document.

2. OVERVIEW OF TRANSITION SERVICES
Service Provider will conduct each Transition in accordance with the requirements of this Schedule and the Agreement. Service Provider will perform each Transition in such a manner so as to not disrupt or cause any unnecessary adverse impact on Customer's business and IT operations, cause any degradation of the Services then being received by Customer, or disrupt or interfere with Customer's ability to obtain the full benefit of the Services ( except to the extent that Service Provider has provided Customer with reasonable advance notice of such disruption and Customer has agreed in writing that such disruption is acceptable).

3. TRANSITION MANAGEMENT

3.1 Transition Managers.

Service Provider will appoint a Service Provider Transition Manager, who will be responsible for managing the completion of each Transition. Customer will appoint a Customer Transition Manager who will be responsible for overseeing the completion of each Transition. The Transition Managers will (A) act as the single points of contact for their respective teams, (B) coordinate activities of their respective teams, (C) work together to facilitate the completion of each Transition in accordance with this Schedule, including the applicable Transition Schedule, and (D) ensure that their Transition team performs its respective roles and responsibilities. Unless otherwise approved by Customer, the Service Provider Transition Manager will be responsible for managing all Transition activities for each Service Tower, including consolidating reporting activities and overseeing all Service Provider team leads and sub-project managers, incumbent service provider transition managers and leads (if applicable) and Customer resources and activities. The Service Provider Transition Manager will be responsible for consolidating these activities from a project management perspective (e.g., planning, status reporting, issue and risk management, change management).
1 3.Z Transition Management Office.
(A) Service Provider and Customer will establish a Transition Management Office {"TMO") to manage the Transition. Within the first 15 days following the commencement of the first Transition, Service Provider .will establish a charter that defines the mission and roles and responsibilities of the TMO. The focus of the TMO's responsibilities will be managing risk, delivering timely and effective· communications, and providing realistic assessments of the progress of the Transitions. (B) The TMO will consist of Service Provider's key relationship management personnel and their respective Customer counterparts. The TMO will be the focal point for all Transition activity.
(C) In addition to the TMO, a Joint Transition Management Office ("JTMO") will be established and will include transition managers and transition team members from Customer's new managed service provider, incumbent service provider and other parties involved in transition program activities. Service Provider will assist Customer with the following JTMO activities:
(1) Consolidate transition status information from Service Provider and third parties in a JTMO agreed format (e.g., schedule, issues list, Critical Milestones status) for review during JTMO meetings;
(2} Identify issues and risks impacting Service Provider's Transition Plans, Transition Schedules and transition tracks which will drive the overall transition program schedule; (3) Assist Customer with identification of transition program risks across transition participant work streams based on transition participant provided data; and (4) Provide general outsourcing transition program advice to Customer transition team that will serve as transition program integrator. (D) As part of the JTMO, a Transition Management Committee will be established to resolve escalated issues and make decisions as necessary during the Transitions. The Transition Management Committee will consist of Service Provider's key relationship management personnel and their respective Customer counterparts, the Transition Managers, and other members agreed by the Parties. The Transition Managers will bring escalated issues and status information to the Transition Management Committee regularly to have decisions made and to inform Customer IT leadership about the status of each Transition. The Transition Management Committee will meet bi-weekly or more frequently if required by Customer.
(E) Upon commencement of a Transition, the TMO will conduct detailed planning in accordance with this Schedule and the applicable Transition Schedule.

3.3 Transition Planning and Kickoff.
(A) Service Provider and Customer will participate in initial Transition project planning meetings as scheduled by Customer with members of the TMO/JTMO as required to conduct detailed planning for Transition activities. During these meetings, the Transition Plans will be reviewed, and Accepted or rejected, by Customer. If the changes in the Transition Plans result in additional effort or Transition duration for reasons attributed to Customer (e.g., unavailability of Customer SM Es), such changes will be managed through the change control procedure. Service Provider's Transition team will take the leadership role in the development, enhancement, maintenance and implementation of the Transition Plans and the Transition Schedules. Service Provider will provide the resources necessary to perform the responsibilities set forth in this Schedule and the applicable Transition Schedules, including the management activities required to manage, track status of and report on Transition tasks. 2 (B) The initial planning meetings will also include contingency and risk planning, resource planning, communications planning, and governance and relationship management planning in accordance with the Transition Plans. Following these initial planning activities, Service Provider will conduct a project kickoff meeting with members of the TMO, JTMO and other Customer stakeholders to socialize the Transition Plans and Transition Schedules. •

3.4 Transition Schedules.
(A) The initial drafts of the Transition Schedules are set forth in Exhibit 1 of Schedule 13. Service Provider will develop further detailed Transition Schedules. (B) Service Provider will use the Transition Schedules as the basis for the development of individual action plans and Service Provider will monitor progress against each Transition Schedule to provide a continuously updated picture of the completed and planned activity. The Transition Schedules will be used to determine the status of the Transition efforts, to identify potential schedule slips, and to create recovery and contingency plans.
(C} Service Provider will plan Transition activities in order to avoid conflict with critical dates identified by Customer (e.g., fiscal year end reporting, freeze dates, restraint periods). (D) The Transition Schedules will be the baseline for the overall transition program schedule. Customer and third parties involved with the Transitions will integrate with Service Provider's Transition Plans, Transition Schedules and key Transition tracks (e.g., Cross-Functional process implementation).

3.5 Transition Deliverables and Milestones.

Certain Transition Deliverables and Transition Milestones are identified as Critical Deliverables and Critical Milestones, respectively. The consequences of Service Provider's failure to achieve timely Acceptance of such Transition Deliverables and Transition Milestones are described in Schedule 4.

Service Provider will provide all cooperation and assistance reasonably required and requested by Customer in connection with Customer's evaluation or testing of Transition Deliverables and confirmation that the Transition Milestones have been properly achieved by Service Provider. A Transition will not be considered to be complete until the final Transition Deliverable or Transition Milestone, as applicable, for the applicable Transition, has been Accepted by Customer.

3.6 Transition Status Reporting.

Service Provider will provide the TMO and Customer management with a weekly written report (the "Transition Status Report"), which will address the progress and status of each Transition, until all Transition activities are complete and Accepted by Customer. Service Provider will organize each Transition Status Report by Service Tower and they will include the following information:
(A) Transition status;
(B) Weekly highlights;
(C) Updated Transition Schedules;
(D) Four-week rolling Transition Milestones report, including:
(1) Completion status; and
(2) Percent complete;
3 (E) Risk matrix and critical path analysis, along with mitigation recommendations; and
(F)
period, including:

Key activities scheduled during the current and following agreed-upon reporting (1) Key activities not completed as planned and the associated corrective action plan;
(2) Outstanding issues affecting the Transition progress; and (3) Change control activity, including current Change Requests under consideration, Changes in progress, and a cumulative record of approved Changes and rejected Changes.

The Service Provider Transition team will also identify and report to Customer Transition Manager any information that may have a material Service or financial impact.

3.7 Transition Team Meetings.
{A) At a minimum, the TMO and JTMO will meet on a weekly basis. During meetings, the Service Provider Transition Manager will review the Transition Status Report and will present updated Transition Plans and Transition Schedules to reflect mutually agreed-upon changes, such as revisions to Transition Schedules, resource requirements, risk and risk mitigation plans, dependencies, dispute resolution, and priorities. The Transition Managers will determine and adjust as required the frequency, agenda, and location of all scheduled meetings and the format and templates to be used for review.
(B) . The Transition team meetings will not serve as the method for collecting Transition status information. Instead, the meetings will serve as a forum to present Transition status information collected via project management activity throughout the week and to address exceptions and areas such as issues, risks and key decisions required of the TMO members. {C) A schedule for weekly TMO and JTMO meetings will be established within 15 days following the Transition Start Date.

4. TRANSITION MANAGEMENT PLANS AND TOOLS

4.1 Risk Management Plan.
(A) Within 30 days following the Transition Start Date, Service Provider will develop and provide to Customer, for review and Acceptance, a plan {the "Risk Management Plan") that identifies the significant risks, and associated risk mitigation strategies identified by Service Provider for the Transitions. Service Provider will promptly update the Risk Management Plan as new risk elements are identified or existing elements are deemed no longer a significant risk. (B) During the Transitions, Service Provider's Transition team will assume a lead role for proposing contingency planning and risk mitigation strategies to mitigate risks, including risks associated with the simultaneous Transition of multiple Service Towers, possible delays in the Transition implementation or delays that affect the quality of the Services received by Customer. In addition, all delays in the Transition Schedules will be tracked and reported by Service Provider's Transition team to Customer and will be highlighted against the original applicable Transition Schedule, including the reason for the delay, activities to mitigate (and recover from) the delay, and any new completion dates as agreed to in writing by Customer.
4 {C} The Risk Management Plan will be reviewed and updated during the Transition team meetings. Changes to the Risk Management Plan will drive changes to the Transition Schedule in the form of the addition or deletion of contingency tasks and the addition or removal of schedule contingency time (i.e., float). The status of contingency planning and risk mitigation will be reported as a part of the regular Transition Management Committee reviews. (D) Service Provider will use its risk tracker Tool to manage this process. Each risk will be given a probability rating and a criticality rating. The risk rating score will allow the TMO to focus on the risks that will have the most substantial impact on the applicable Transition.

4.2 Change Management Plan.
{A) Changes relating to a Transition will be processed and implemented in accordance with the change control procedure. Within 30 days following the Effective Date, Service Provider will develop and provide to Customer, for review and Acceptance, a plan (the "Change Management Plan") that describes the process for categorizing, evaluating and approving Changes to a Transition.
{B) The applicable Change Request will describe the Change, the impact on the applicable Transition Schedule and the Transition Fees, and the potential additional effort that will be required as a result of the Change.

4.3 · Quality Assurance Plan.

Within 30 days following the Transition Start Date, Service Provider will develop and provide to Customer, for review and Acceptance, a plan (the "Quality Assurance Plan") that identifies the quality assurance processes that have been approved by Customer for ensuring quality throughout the Transitions.
·4.4 Communications Plan.
{A) Within 30 days following the Transition Start Date, Service Provider will develop and provide to Customer, for review and Acceptance, a plan (the "Communications Plan") that identifies the process for Transition communications. The objectives of the Communications Plan include the following:
(1) Define and manage communication between the Transition stakeholders, Transition team members, Customer management, and Service Provider management by distributing information in a timely manner;
(2) Educate, motivate, and promote sponsorship of the program team at all levels;
(3) Provide information at the appropriate level of detail so that program participants can make timely and informed decisions; and (4) Facilitate sharing and discussion of critical Transition information (e.g., schedule, scope, issues, risks, and resources) to the Transition teams and Executive Sponsors. {B) The Communications Plan will include:
(1) Transition program structure-the program organizational chart, Transition governance and management roles and responsibilities, a detailed project team organization chart, a Transition summary responsibility matrix, and staffing assignments. 5 (2) Program communications schedule- schedule and audience for Transition team meetings and reports, schedulE: and audience for key Service Tower meetings. (3) Program contact list-a comprehensive list and contact information for the Transition teams.
(4} Actions and issues management-a description of how to create, maintain, and close actions and issues.
(5) Escalation process-a description of the escalation path. (6) Resource on-boarding process and requirements - a description of the required approvals, clearances and steps for on-boarding Service Provider staff that are participating in Transition activities.

4.5 Issue Management.
(A) Within 30 days prior to the commencement of the first Transition, the Service Provider and Customer Transition teams will agree on a process for managing Transition issues. The Transition teams will use this process to present issues, problems, concerns, and comments to the Transition Managers during scheduled meetings or as otherwise necessary. The Transition Managers, working with the Transition teams, will identify plans for resolving issues and disputes, including identifying the responsible team members and the scheduled dates for resolution. (B) Service Provider will maintain a Transition issue tracker in an online repository that is accessible to both Transition teams. The TMO members will ensure that the issues are assigned to right team members and will follow up on such issues until resolution.

4.6 Transition Management Tools.

The following table lists and describes Service Provider's Transition management Tools to be used to support the Transition management processes, including those described above.

Tool Transition Management Process Description Supported Microsoft Office Unisys SDF 0 Word,
0 Excel,
0 Powerpoint,
0 Outlook
Microsoft Proiect Unisys SDF 0 Proiect Management Software Microsoft SharePoint /OneDrive Unisys SDF 0 Collaboration Repositorv Tool

5. TRANSITION APPROACH AND METHODOLOGY

5.1 Knowledge Transfer Plan.

Within 30 days following the Transition Start Date, Service Provider will develop and provide to Customer, for review and Acceptance, a plan (the "Knowledge Transfer Plan'') that documents the process for knowledge transfer during each Transition. The Knowledge Transfer Plan will be based on Service Provider's recommended processes for knowledge transfer and will address the specific requirements for each Service Tower.
6 5.2 Service Tower Transition Approach and Methodology. . Within 30 days following the Transition Start Date, Service Provider will develop and provide to Customer, for review and Acceptance, a description of Service Provider's Transition approach and methodology for each Service Tower, including details regarding key Transition project phases, and the objectives, tasks, and dependencies for each phase. The document will also describes Service • Provider's approaches for key Transition/transformation activities, including the following:
(A) Technology uplift/migration;
(B) Facility uplift;
(C) Tools migration;
{D) Process migration;
(E) Services migration;
(F) Testing;
(G) Service Level measurement and reporting validation; (H) Resource Unit measurement and invoicing validation; (I) Labor measurement and invoicing validation;
(J) Acceptance procedures specific to the Transitions; and (K) Training and communications with Customer stakeholders.

6. ASSET INVENTORY
During each Transition, Service Provider will conduct a wall-to-wall inventory, using a combination of Service Provider-provided electronic and physical methods, to obtain a complete, accurate, bar-coded inventory of Customer assets for each Service Tower. As Service Provider identifies assets, Service Provider will either scan, or tag and scan, them into a Service Provider-managed asset management database and will manage and maintain such database for the duration of the Term. The results of the inventory conducted in accordance with this Article will not impact the Fees or Fees Methodologies set forth in Schedule 3 unless otherwise agreed by Customer.

7. KEY TRANSITION ROLES AND RESPONSIBILITIES
The key Transition roles and responsibilities for Service Provider, and the individual filling such roles as of the Transition Start Date, are set forth below.

7.1 Service Provider Roles and Responsibilities.

Role
Contract Executive
Responsibilities
• Responsible for maintaining CustomerService Provider relationship • Contract and financial management
• Service Performance Primar contact
7 Name of Individual
(as of Transition Start
Date)
I I
Name of Individual
Role Responsibilities (as of Transition Start
Date)
point for service integration and demand
management across ·a11 in scope Service
Towers and third parties as applicable
• Provide thought leadership and is the
primary interface to client team on
matters pertaining to managed services
operational changes impacting the
organization
Transition Manager • Lead Transition activities. Responsible . for planning, managing and monitoring
each Transition. Accountable for
successful Transition completion.
• Some of the key responsibilities are:
0 Attend kick-off meeting
0 Finalize Service Provider team
0 Prepare detailed Transition
Schedules
0 Measure and monitor Transition
progress against Transition
Schedules
0 Establish project management
procedures for Transitions
0 Status reporting
0 Risk assessment and identification
of mitigation plan
0 Issue management and resolution
0 Get sign off for processes from
external system support groups and
third parties
Applications Transition • Drive the Transition process and Lead schedule
• Mobilize Transition team
• Ensure that Applications team is
optimizing time and involvement from
Customer SMEs
• Ensure knowledge transfer success and
completion of Transition Deliverables
• Track and report to Service Provider and
Customer management
■ Risk and issue management ■ Escalate to Customer on a timely basis and develop alternate transition options
if the situation demands
• Inter-team coordination
■ Service integration ■ Get sign off for processes from external system support groups and third parties
IT Infrastructure Services ■ Lead Transition activities. Responsible Transition Lead for planning, managing and monitoring
Transition at global level. Accountable
for successful Transition com letion.
8 Role
Cros~ Functional Lead
DR Lead
Security and Compliance
Lead
Responsibilities
■ Some of the activities are:
o Attend kick-off meeting
o Finalize Service Provider team
o Prepare detailed Transition
Schedules
o Measure and monitor Transition
progress against Transition
Schedules
o Establish project management
procedures for Transition
o Status reporting
o Risk assessment and identification
of mitigation plan
o Issue management and resolution
o Give presentations to demonstrate
effective knowledge transfer
o Get sign off for processes from
external system support groups and
third arties
■ Establish procedures for:
o Incident management
o Problem management
o Change management
o Release management
o Capacity management
o Availability management
o Service catalogue management
o Issue and risk management
o Communications managebment
o Quality management
o Resource management
o Deliverable Acceptance
management
o Financial management
■ Participate in rehearsals to demonstrate
support team preparedness around
service delivery processes
■ Tools specialist
■ Understand Tools landscape (document
best practices, study Tool maturity,
identify possible gaps and suggest
mitigation)
■ Understand Customer's needs for
immediate business continuity with
minimal downtime
■ Propose Customer Disaster recovery
plan in line with Service Provider's
assessment of Customer's needs
• Conduct review of IT Security controls
(both Cross-Functional and access
management)
• Conduct review of securit and
9 Name of Individual
(as of Transition Start
Date)
I I
Name of Individual
Role Responsibilities (as of Transition Start
Date)
compliance requirements per NIST
security framework and standards
• Conduct gap analysis and propose a
remediation plan

7.2 Third Party Provider Participation.

Customer acknowledges that the activities related to the Transitions will require input from Third Party Providers of other services. Customer will use commercially reasonable efforts to cause such Third Party Providers to provide representatives and support for key activities, such as process and tool requirements development and design, as necessary in order for Service Provider to complete its Transition responsibilities.

8. KEY TRANSITION DELIVERABLES
The key Transition Deliverables that the Customer expects Service Provider's Transition Plan to include are set forth below. Customer expects that additional Transition Deliverables will be developed.

The table below also sets forth those key Transition Deliverables that are Critical Transition Milestones and associated Corrective Assessments.

1. 2.

3. 4.

5. 6.

7. 8.

8.1 Service Provider Key Transition Deliverables, Critical Transition Milestones and Corrective Assessments.

Due Date= ED (Effective Date)+ nn (Business Days).

Critical Corrective
Deliverable Due Date Transition Assessment ($)
Milestone (y/n)?
Detailed Transition Plan ED+30 y $5,722.96
Complete
Transition Kickoff Meeting ED+30 N
Complete
Service Desk Module of the ITSM ED+90 N
Suite Operational (including
availability of City historical ticket
data- i.e., from current Remedy
system)
Incident ManagemenUProblem ED+90 N
Management Module of the ITSM
Suite Ooerational
Event Management Module of ED+90 N
the ITSM Suite Operational
Configuration Management ED+90 N
Module of the ITSM Suite
Operational
Change Management and ED+90 N
Release Management Module of
the ITSM Suite Ooerational
Asset Management and CMDB ED+90 N
Module of the ITSM Suite
Operational
10 I I
Critical Corrective
Deliverable Due Date Transition Assessment ($)
Milestone (y/n)?

9. Service Request Management ED+90 N
Module of the ITSM Suite
Operational

10. Knowledge Management ED+90 N
Module of the ITSM Suite
Operational

11. Software License Management ED+90 N
Module of the ITSM Suite
Operational

12. Project Management Module of ED+90 N
the ITSM Suite Operational

13. Procedures Manual Complete ED+90 y $5,722.96

14. Service Environment ED+90 N
Documentation for All Service
Towers Complete

15. Service Catalog Complete ED+90 N

16. Reports Formats and Contents ED+60 N
Approved

17. All Key Service Provider ED+30 N
Personnel in Place

18. Governance Process Meeting ED+30 N
Preparation Completed
(including development of
standing detailed agendas for all
governance meetings, inputs and
outputs for all meetings defined,
attendees list for all meetings
developed, schedules for all
meetings developed, meeting
requests for all meetings sent to
required attendees)

19. Content and format for the ED+30 N
Governance Reports/Meetings
Complete

20. Balanced Scorecard Format and ED+30 N
Contents Developed and
Approved bv Customer

21. Annual End-User Customer ED+30 N
Satisfaction Survey Format and
Content Developed and
Approved bv Customer

22. Annual Department Customer ED+30 N
Satisfaction Survey Format and
Content Developed and
Approved bv Customer

23. Annual Business Analysis ED+30 N
Services Satisfaction Survey
Format and Content Developed
and Annroved bv Customer

24. Customer Portal Access ED+90 N
Completed
11 Critical Corrective
Deliverable Due Date Transition Assessment ($)
Milestone (y/n)?

25. Knowledgebases Completed and ED+90 N
Available on Customer Portal
26, Service Provider Account Staff ED+30 N
Training Program Developed and
Approved by Customer

27. Service Provider Account Staff ED+90 N
Onboardlna Trainina Complete

28. Customer Training Complete ED+90 N

29. Cross-Functional Service Tower ED+90 N
Transition Complete

30. Service Desk Service Tower ED+90 N
Transition Complete

31. End-User Service Tower ED+90 N
Transition Complete

32. Enterprise Computing Service ED+90 N
Tower Transition Complete

33. Applications Service Tower ED+90 N
Transition Complete

34. Security Services Transition ED+90 N
Completed

35. Information/ Cyber Security Plan ED+90 y $5,722.96
Completed and Approved by
Customer

36. Compreshenisve Program ED+90 y $17,168.87
Management Office and
Resource Capacity Management
operational per mutually agreed
criteria, maturity model defined,
and milestones for future
progress in place
OCM Deliverables

37. Phase 1: Strategy Complete ED+15 N

38. Phase 2: Analysis Complete ED+30 N

39. Phase 3: Engagement Complete ED+100 N

40. Phase 4: Support Complete ED+80 N
41 . Phase 5: Measurement Complete ED+90 N

42. Phase 6: Sustainment Complete ED+110 y $22,891 .83
ServiceNow Deliverables

43. Project Planning Complete ED+5 N

44. Assessment, Workshops, and ED+30 N
Desiqn Complete

45. Build & Test Complete ED+70 N

46. Cutover & Go-live of all in scope ED+90 y $28,614.79 modules Complete
SAFe Agile & DevOps Deliverables
47, Baselininq current activities / ED+30 N
12 Critical Corrective
Deliverable Due Date Transition Assessment ($)
Milestone (yin)?
tickets Complete

48. Current state assessment ED+35 N
Complete

49. Future state, tracking and road ED+45 N
map work shop (3 day workshop)
Complete

50. Leading SAFe training (4 hours ED+15 N
everv dav for a week) Complete
51 . SAFe for teams training (4 hours ED+45 N
everv dav for a week) Complete

52. Backlog creation and ED+50 N
implementation desian Comolete

53. 1st Pl Planning (2 full days) ED+60 N
Comolete

54. SAFe Agile & DevOps ED+90 y $28,614.79
implemented, operational per
mutually agreed criteria, maturity
model defined, and milestones
for future proqress in olace
Tech Cafe Deliverables

55. Plan, Design, Build Complete ED+70 N

56. Training Complete ED+80 N

57. Soft Opening Complete - Ready ED+90 N
for Grand Openinq
13 SCHEDULE14

CHANGE CONTROL PROCEDURES
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA
AND

SERVICE PROVIDER
I I
Schedule 14 - Change Control Procedures
Table of Contents

1. INTRODUCTION ....................................................................................................................................... 3

2. CIIANGE CONTROL ................................................................................................................................ 3

3. EFFECTIVE DATE OF A CliANGE ....................................................................................................... 6

4. CHANGE MANAGEMENT REPORTING REQUIREMENTS ........................................................... 6

5. FAILllRE TO AGREE ............................................................................................................................... 7

6. EMERGENCY CHANGE PROCESS; CHANGES TO COMPLY WITH LAWS .............................. 7

7. CHANGE REQUEST LOG ....................................................................................................................... 7 ..

Page 2 of 8 ends

Schedule 14 - Change Control Procedures
Schedule 14
Change Control Procedures

1. Introduction
This Change Control Schedule describes the process ("Change Control") to be followed by Customer and Service Provider when either Party wishes to make a Change. The Parties may by joint written agreement amend or waive any part of the Change C.ontrol process including, but not limited to, where the Parties agree that shorter or longer timeframes are more appropriate, provided that any modifications to the Change Control process are recorded in a Change Proposal (as such term is defined in Section 2.3(b) below) and such Change Proposal is allocated a unique number by Service Provider and is signed by duly authorized representatives of Customer and Service Provider.

The purposes and objectives of Change Control are as follows:
a) to review each request for a Change (a "Change Request") to determine whether such Change is appropriate;
b) to prepare a more detailed proposal to implement a Change Request where required (such proposal, a "Change Proposal");
c) to prioritize all Change Requests and Change Proposals; d) to minimize the risk of exceeding both time and cost estimates, if any, associated with the requested Change by identifying, documenting, quantifying, controlling, managing and communicating: (i) Change Requests, (ii) the preparation of Change Proposals, and (iii) their disposition;
e) to identify the different roles, responsibilities and actions that shall be assumed and taken by the Parties to define and implement the Changes; and
f) to document a Change whether or not such Change results in any resource adjustments and/or extra Fee.

2. Change Control

2.1 Either Service Provider or Customer may initiate a Change Request by delivering to the other's Contract Executive or his/her nominated representative a writing that describes the requested • Change and sets forth the reasons for it. The Customer Contract Executive shall assign a priority level to the Change Request depending on its urgency. The Service Provider Contract Executive shall assign a unique number to any such request, and shall register the Change Request in the Change Request Log as described in Section 7.1 below. Customer may at any time modify the priority level for any Change Request in its sole discretion. Each Change Proposal that may be prepared for a Change Request shall be tracked by reference to the Change Request to which it relates.

2.2 Each Party's respective Contract Executive or his/her nominated representatives shall be responsible for reviewing and considering any Change Request. If Customer determines that the Change Request requires further investigation, the Customer Contract Executive shall authorize such investigation, which shall be performed as required by Service Provider and/or Customer. Service Provider may also further investigate any Change Request for itself, at its own expense. In

Page 3 of 8 ends

Schedule 14 - Change Control Procedures
accordance with Section 7.2 below, the Contract Executives shall be responsible for keeping up to date the status of each Change Request in the Change Request Log as the status of the Change Request changes through Change Control.

2.3 For each Change Request that the Parties have approved for further investigation, regardless of which Party has proposed or investigated the Change, Service Provider shall if practicable prepare and submit to Customer within seven (7) calendar days (or as otherwise agreed) of such approval for further investigation, a preliminary written report.

Such preliminary report shall contain:
(i) the estimated costs (both charges and retained costs) associated with the Change;
(ii) any anticipated ii:npact on existing Service Levels; (iii) the timeframe for implementing the Change (including any timing constraints);
(iv) the preliminary technical or business case for making the Change, as well as any changes or additions to policies, standards and procedures of Service Provider and or Customer as the case may be, in accordance with which the Change is to be implemented;
(v) an initial analysis of the potential risks (if any) to Customer if the Change is not implemented; and
(vi) an estimate of time for preparing a comprehensive Change Proposal containing the inform!'3tion and analysis set forth in Section 2.3(b) below (the "Estimate").

Service Provider shall bear the costs of preparing the preliminary report, estimate and Change Proposal as set forth in this Section 2.3(a), and shall provide such report as part of the Services.

Customer and Service Provider shall review the preliminary report and Customer shall, within seven (7) calendar days after delivery of such preliminary report in writing, either (1) instruct Service Provider to prepare a comprehensive Change Proposal as set forth in this Section 2.3(b), (2) notify the Service Provider that it does not wish to proceed with the Change, or (3) proceed with the Change on mutually- agreed terms. Where Customer has instructed Service Provider to prepare a comprehensive Change Proposal, thirty (30) calendar days (or as otherwise agreed) after receiving such instruction, Service Provider shall prepare and deliver to Customer, at no additional charge to Customer, a Change Proposal that addresses the following elements of the Agreement, to the extent necessary and appropriate:
(i) scope of the Services;
(ii) the associated Service Levels, if any;
(iii) the Fees for the Change (i.e., fixed price/time and materials, including an estimate of total costs), if any, as well as changes to the Base Fees, if any;
(iv) timeline, milestones, delivery dates, incentives and consequences for nonperformance;

Page 4 ends

Schedule 14 - Change Control Procedures
(v) evaluation testing, development, acceptance testing period, acceptance testing and acceptance criteria (which must be included in the final Change Order for it to be valid);
(vi) Changes to Disaster Recovery/Business Continuity Services; (vii) Impacts to, additions or deletions of, Third Party Agreements; (viii) any impacts on Customer's, Service Provider's or any Third Party's software, hardware, systems, business operations, personnel requirements or other services;
(ix) any related technical or human resource systems/procedures; (x) any legal and regulatory compliance issues;
(xi) any other matter requested by Customer at the time of preparation of the impact analysis or reasonably considered by Service Provider to be relevant;
(xii) the termination assistance plan;
(xiii) any additional terms and conditions applicable to the Change; (xiv) a detailed analysis of the potential risks (if any) to Customer or Service Provider if the Change Proposal is not implemented; and (xv) the proposed allocation of ownership rights in any Intellectual Property developed as part of the Change, if different from the default provisions of the Agreement.

2.4 Once submitted by Service Provider, Customer shall review the Change Proposal and as soon as reasonably practicable, and in any event not more than thirty (30) calendar days (or as otherwise agreed) after receipt of the Change Proposal, either:
a) Customer may accept the Change Proposal in which case the Change Proposal shall be signed by the Contract Executives and the Change incorporated in accordance with Section 3.0 below; b) Customer may notify Service Provider that it does not wish to proceed with the Change, in which case no further action shall be taken in respect of the Change Proposal; or c) Customer may request that the Parties meet to discuss the Change Proposal (such meeting to be referred to as the "Change Proposal Meeting").

2.5 At the Change Proposal Meeting, the Parties shall use reasonable endeavors to agree to either:
(a) take no further action in respect of the proposed Change, in which case no further action shall be taken in respect of the Change Proposal;
(b) acquire further information before deciding whether to proceed with the Change; (c) amend some or all of the contents of the Change Proposal, which Service Provider will incorporate into a revised version of the Change Proposal; or (d) proceed with the Change as detailed in the Change Proposal in which case the Change Proposal shall be signed and the Change incorporated in accordance with Section 3.0 below.

Page 5 of 8 ends

Schedule 14 - Change Control Procedures

2.6 In the event that the Parties agree to proceed in accordance with one of the options detailed in Section 2.5(b) or 2.5(c) above, then the Parties shall gather any necessary information and/or Service Provider shall prepare a revised version of the relevant Change Proposal, upon which the Parties shall decide whether to proceed in accordance with Section 2.S(a)-(c) above. The Parties shall continue to go through the process detailed above until such time as a final resolution is made by the Parties. The Parties shall act in good faith at all times during such process.

2. 7 If the Parties' Contract Executives agree to a Change prior to any investigation conducted by either Party, unless otherwise agreed by the Parties, Service Provider shall in any event prepare a Change Proposal in accordance with Section 2.3 above and submit such Change Proposal for review and approval in accordance with Section 2.4 above.

2.8 The Parties anticipate that not all Changes will result in increases to the Base Fees.

Nevertheless, the Parties intend that all material Changes will be processed in accordance with these Change Control Procedures. Service Provider and Customer will determine, in good faith, whether a change will result in an increase or decrease to the Fees in accordance with the Change Control Procedures Section of the Agreement.

3. Effective Date of a Change

3.1 Upon the signature of a Change Proposal by both Parties' Contract Executives in respect of a Change, the contents of such Change Proposal shall be deemed to be agreed and incorporated into the Agreement on the date of the last signature or as the Parties may otherwise agree. No part of the discussions or interchanges between the Parties shall obligate the Parties to approve any Change or shall constitute an amendment or waiver of the Agreement unless and until reflected in a Change Proposal and adopted in accordance with this Schedule 14.

3.2 Neither Party shall have any obligation to commence or comply with any Change, perform Services that would be covered by any Change, or pay any Fees that would be covered by any Change, until such time as the Parties' Contract Executives have signed the appropriate Change Order. Disputes regarding a Change shall be subject to the dispute resolution process set forth in Schedule 17 of the Agreement.

3.3 Customer's acceptance of, and payment for, work under other Change Orders will be subject to Customer's approval that such work materially complies with the mutually agreed objective acceptance criteria during an acceptance period designated in the Change Order (or if no such acceptance period is specified in the Change Order, thirty (30) days). If Service Provider's work under a Change Order does not materially comply with the applicable acceptance criteria for such Change Order, Service Provider will correct such work and resubmit the Change for Customer's acceptance. If, following one or more resubmissions, Service Provider fails to fulfill its obligations to meet the Change Order acceptance criteria within a time period specified in the Change Order (or if no such period is specified in the Change Order, one hundred twenty (120) days), Customer may terminate such Change Order in accordance with the provisions of such Change Order (or if not otherwise provided in the Change Order, Customer shall be entitled to relief from further payments under such Change Order and a credit or refund (at Customer's option) for any un-realized advance payments previously made under the Change Order).

4. Change Management Reporting Requirements

4.1 Service Provider shall provide Customer as part of the monthly reports set forth in Schedule 7 of the Agreement, a summary specifying the status of all pending Change Requests and Change Proposals.

Page 6 ends

Schedule 14 - Change Control Procedures

5. Failure to Agree

5.1 In the event that the Party initiating a Change Request believes that the requested Change is required or necessary, the requesting Party shall inform the other Party in writing of the reasons why the Change is required and the impact if it is not implemented. In the event that the other Party does not agree to implement the Change, the requesting Party shall be entitled to consider the other Party's failure to agree to implement the Change as a dispute, and the requesting Party may escalate such Dispute for resolution in accordance with Article 21 and Schedule 17 of the Agreement.

5.2 Notwithstanding anything herein to the contrary, Service Provider shall proceed with any Change requested by Customer that is required by Law or which Customer deems necessary in its sole discretion. In the event the Parties are unable to agree upon any Change or changes to the Fee in connection with any such Change, the parties agree such dispute will be subject to the dispute resolution process set forth in Article 21 and Schedule 17 of the Agreement.

6. Emergency Change Process; Changes to Comply with Laws

6.1 In the event that either Party requires a Change in order to respond to an emergency and such Change would, in the opinion of the requesting Party, if it was not implemented until Change Control had been followed, have a detrimental effect on the requesting Party's ability to meet its obligations pursuant to the Agreement, the requesting Party shall make all reasonable efforts to contact the other Party's Contract Executive, and if the requesting Party is unable to contact the other Party's Contract Executive after reasonable efforts, the requesting Party shall, where appropriate and practical, make all efforts to contact the other Party's designated member of the Steering Committee. If the requesting Party is unable to contact either the other Party's Contract Executive or the other Party's designated Steering Committee member, the requesting Party may make temporary Changes to the Services without the prior consent of the other Party. The requesting Party shall notify the other Party as soon as practicable but no later than seventytwo (72) hours after the event of such Change and shall, as soon as practicable (but no later than seven (7) calendar days thereafter) document and report in writing on such Changes to the other Party. Any agreed Change as a result shall be agreed in accordance with Change Control.

Disputes regarding any extra Fees for Changes under this Section 6 are subject to Article 11 of the Agreement.

6.2 Notwithstanding the Change consideration and implementation process outlined in Sections 2 and 3 of this Schedule 14 but in all events subject to Section 5.1 above, if a Change is required to comply with applicable Law, Service Provider shall immediately begin implementing as appropriate the Change upon request by Customer. Service Provider shall also prepare and deliver to Customer a Change Proposal related to such Change on an expedited basis, where appropriate, and the Parties shall work together in good faith to determine the impact on the Agreement as a result of implementing such Change. If the Parties are unable to agree on the impact on the Agreement within thirty (30) days after Customer has received the Change Proposal from Service Provider, either Party may consider such failure to agree to be a Dispute, and may escalate such Dispute for resolution in accordance with Article 21 and Schedule 17 of the Agreement.

7. Change Request Log

7.1 Each entry made in the Change Request Log shall consist of the following fields:

Page 7 ends

Schedule 14- Change Control Procedures
(a) serial number of the Change Request;
(b) name of the originating party;
(c) a brief description of the Change;
(d) the current status of the Change; and
(e) the date of registration of the Change Request in Change Request Log.

7.2 The status of the Change Request at any stage in Change Control shall be one of the following:
(a) raised (i.e., that the Change Request has been entered in the Change Request Log, but no Change Proposal has been issued); •
(b) pending (i.e., that the Change Request has been raised and the Change Proposal has been issued);
(c) appr~ved (i.e., awaiting implementation);
(d) in process (i.e., being implemented);
(e) closed (i.e., all implementation tasks have been completed); or (f) rejected (i.e., closed and not implemented).

Page 8 of 8 ends

SCHEDULE15

SERVICE LOCATIONS
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANT A CLARA
AND

SERVICE PROVIDER
I I
Schedule 15 - Service Locations
Schedule 15
Service Locations

Page 2 of 5 ends

Schedule 15 - Service Locations
Customer Service Location Address (ALL lpcations in Santa Clara, CA) Citv Hall Complex 1500 Warburton Avenue Santa Clara, CA Communications/EOG 1990 Walsh Avenue Santa Clara CA
Fire Station 1/Fire HQ + Annex 777 Benton Street, Santa Clara, CA Fire Station 2 1900 Walsh Avenue, Santa Clara, CA
Fire Station 3 2821 Homestead Road Santa Clara, CA
Fire Station 4 2323 Pruneridge Avenue Santa Clara, CA
Fire Station 5 1912 Bowers Avenue, Santa Clara CA
Fire Station 6 3575 De La Cruz Boulevard, Santa Clara, CA Fire Station 7 3495 Benton Street, Santa Clara, CA
Fire Station 8 2400 AQnew Road, Santa Clara, CA
Fire Station 9 301 1 Corvin Drive, Santa Clara, CA
Fire Station 10 5111 Stars & Stripes Way, Santa Clara, CA Fire Traininq Center 1900 Walsh Avenue, Santa Clara, CA Police HQ 601 El Camino Real, Santa Clara, CA
Communitv Services 1500 Warburton Avenue, Santa Clara, CA Utility Corp Yard 1705 Martin Avenue, Santa Clara, CA
Street Corp Yard 1700 Walsh Avenue, Santa Clara, CA
Bldg Maintenance 2796 Lafayette Street, Santa Clara, CA Central Library 2635 Homestead Road, Santa Clara, CA
Mission Library 1098 Lexington Avenue Santa Clara CA
Parks Service Center 2600 Benton Street, Santa Clara CA Mission City Memorial Park 420 N. Winchester Boulevard, Santa Clara, CA Community Rec. Center 969 Kiely Boulevard, Santa Clara, CA International Swim Center 2625 Patricia Drive, Santa Clara CA Senior Citizens Center 1303 Fremont Street, Santa Clara, CA Youth Activity Center 2450 Cabrillo Avenue Santa Clara CA Teen Center 2446 Cabrillo Avenue Santa Clara, CA
Henrv Schmidt Park 555 Los·Padres Boulevard, Santa Clara, CA ITD Main Office 1405 Civic Center Dr Santa Clara, CA
SVP 881 Martin Ave, Santa Clara, CA
Police Sub Station 3992 Rivermark Pkwv Santa Clara, CA
Northside Library 695 Moreland Way, Santa Clara, CA
Levi Stadium 4900 Marie P. DeBartolo Way Santa Clara, CA Tasman Parking Garage 2525 Tasman Dr., Santa Clara, CA
Santa Clara Youth Soccer 5049 Centennial Blvd., Santa Clara, CA Park
Reed and Grant Sports Park Reed St. and Grant St., Santa Clara, CA (Future)
Silicon Valley Animal Control 3370 Thomas Road, Santa Clara, CA Authority
Triton Museum of Art 1505 Warburton Dr. Santa Clara, CA San Tomas & Monroe Monroe St. and San Thomas Expressway, Santa Community Garden Park Clara, CA
(Future)
PD Monitored Site 1700 Space Park Dr., Santa Clara, CA

Page 3 ends

I I
Schedule 15 - Service Locations
City Parks listed below - Most Address (ALL locations in Santa Clara, CA) don't receive ITD services, but
some may-have a VoiP phone and a
few possible will get a computer or
tablet in future. Details not known
at this time
Aanew- 2150 Aanew Rd.

Bowers - 2582 Cabrillo Ave
Bracher - 2560 Alhambra Dr.

Central - 909 Kielv Blvd.

Citv Plaza - Lexinaton St. & Main St. u
Civic Center - Lincoln St. & El Camino Real
Earl R. Carmichael - 3445 Benton St.

Everett Alvarez, Jr. - 2280 Rosita Dr.

Fairway Glen - 2051 Calle de Primavera
Fremont- 1303 Fremont St.

Fuller St. - 61 Fuller St.

Geof Goodfellow Sesquicentennial - 1590 El Camino Real
Henrv Schmidt - 555 Los Padres Blvd.

Homeridqe - 2985 Stevenson St.

Jennv Strand - 250 Howard Dr.

Larrv J. Marsalli - 1425 Lafavette St.

Lick Mill - 4 750 Lick Mill Blvd.

Live Oak- 641 Moreland Way
Machado - 3360 Cabrillo Ave.

Marv Gomez- 651 Bucher Ave.

Mavwood- 3330 Pruneridge Ave.

Memorial Cross - Martin Ave. & De La Cruz Blvd.

Montaque - 3595 MacGreqor Lane u
Montague Swim Center - 3750 De La Cruz Blvd. u
Parkway - 3657 Forest Ave.

Ravmond G. Gamma Dog Park - 888 Reed St.

Rotarv - 1490 Don Ave.

Steve Carli - 1045 Los Padres Blvd.

Thamien - 4321 Lick Mill Blvd.

Ulistac Natural Area - 4901 Lick Mill Blvd. (walkina trailsl War Memorial Plavoround - 295 Monroe St.

Warburton - 2250 Raval Dr.

Westwood Oaks - 460 La Herran Dr.

Thomas Barrett Park 1885 Worthington Circle
Youth Soccer Park 5020 Starts and Stripes Drive
Central Park Annex (Future)
Reed & Grant Street Sports Park Reed St. and Grant St.
(Future)
San Tomas & Monroe Community Monroe St. and San Thomas Expressway Garden Park (Future)

Page 4 of 5 ends

I I
Schedule 15 - Service Locations
Service Provider Service Locations Address
Unisys Service Delivery Center - Salt Lake City 480 North 2200 West, Salt Lake City, Utah 84116
Unisys Service Delivery Center - Eagan 3199 Pilot Knob Rd Eaaan, Minnesota 55121

Page 5 ends

SCHEDULE16

TERMINATION ASSISTANCE
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANT A CLARA
AND

SERVICE PROVIDER

Page 1 of 11 ends

Schedule 16 - Termination· Assistance
Table of Contents

1.0 Termination Assistance Plan Overview ............................................... 4

2.0 People Processes ................................................................................. 4

2.1 Transfer of Service Provider staff to City or new City Service Provider ................................ 4

3.0 Management Processes ....................................................................... 5

3.1 Project Management ................. ................................................................................... ... 5

3.2 Issue Managen1ent ............ ....... ....................... ............................................ ................... 5

3.3 Risk Management and Mitigation .......................................... .......................................... 5 3 .4 Policy/Procedure Documentation Access and Transfer .................................. ..................... 6

3. S Disentanglement Rep01ting ( type and frequency) ................................................. : ............. 6

4.0 Technology ......................................................................................... 6

4.1 Handover Procedures ......................................................................................... ........... . 6

4.2 Physical Hardware, Software, Networks and Data Transfer ............. .................................... 7

5.0 Legal(Financial ................................................................................... 7

5.1 License Transfer ............................................................................................................ 7 5 .2 Asset Transfer ........................................................... ....................... ............... .............. 7

6.0 Service Provider Termination Assistance Plan Roles and Responsibilities ................................................................................... 7 7 .0 Termination Assistance Plan ............................................................... 8

7.1 Tasks Required to Disentangle Services Back to City or Another Provider ............................ 8 7 .2 Phases ................................................ ...................................................... .................... 9 List of Tables
Table 1. Service Provider Tenn:ination Assistance Responsibilities ............ ................................ .. 7

Page 2 of 11 ends

Schedule 16-Termination Assistance
This is Schedule 16 (Termination Assistance Plan) to the Agreement between the City of Santa Clara ("City") and Service Provider.

Service Provider shall develop a Detailed Termination Assistance Plan, which shall contain Service Provider's· strategy and plan for disentanglement as set forth in this Schedule 16. The written Detailed Termination Assistance Plan, once reviewed and approved by the City, shall be incorporated into this Schedule 16 by reference.

Page 3 of 11 ends

Schedule 16 - Termination Assistance

1.0 Termination Assistance Plan Overview
The Termination Assistance Plan relies on the following elements:
• The Successor will require reasonable access to Service Provider and subcontractor(s) that are dedicated to the Services of the existing City contract. Service Provider anticipates that the access would be part of a structured interview and transfer of staff process subject to the agreements and obligations guiding Service Provider. • The termination assistance communication plan is a critical component of the risk management during termination assistance period. The communication plan contains information about regularly scheduled meetings that will regularly review plans for potential risks and develop mitigation plans for them.
• Service Provider and the Successor will need to establish a project plan which outlines expectations, roles, and responsibilities. It will also need to define conflict and resolution during knowledge transfer processes and service transition. • Service Provider and Successor termination assistance team will be the focal point of all termination assistance activity. They will bring status, plans, and issues to the City termination assistance management committee in a regularly scheduled meeting. • Service Provider will provide copies of any Service Provider Software then in use in accordance with the terms of the Agreement and provide reasonable assistance to City or the Successor in connection with the transfer to the Successor of Third Party Software then in ':fSe, or in securing rights to use such Software. • Service Provider will provide a detailed project plan for termination assistance with phases, tasks, timelines and major milestones identified for transitioning services back to City or over to another service provider upon termination of either the entire Agreement or termination of selected Services (e.g., Service Tower(s)). Service Provider will provide a plan for such termination events as applicable.
• Service Provider will provide access to the Successor to conduct the knowledge transfer activities; this includes the documentation, naming conventions, Third Party Software, and so on.
• Service Provider will coordinate with City to create very detailed, systematic plans with go/no-go decision points and appropriate fallback plans before the termination of Services.
• Service Provider will provide a wall-to-wall inventory to the Successor.

2.0 People Processes

2.1 Transfer of Service Provider staff to City or new City Service Provider
Service Provider will provide to the Successor reasonable access to Service Provider and subcontractor(s) that are dedicated to the Services of the existing City contract. The access would part of a structured interview and transfer of staff process subject to the agreements and obligations guiding Service Provider.

Page 4 ends

Schedule 16 - Termination Assistance

3.0 Management Processes

3.1 Project Management
The first level of the model hierarchy is a termination assistance management committee that will have the authority to resolve issues and make decisions as necessary during the termination assistance period. The second level will consist of the overall termination assistance management team composed of Service Provider and successor termination assistance managers. This team will be the focal point of all termination assistance activity and will bring status, plans, and issues to the termination assistance management committee in a regularly scheduled meeting. They will coordinate and control the activities across the Service Towers by working closely with the Service Tower leads and subproject managers who will be assigned specific termination assistance components. A group of subproject managers will report to and support the Service Tower leads-the third level of the hierarchy-and will be assigned to specific termination assistance components.

If necessary, the termination assistance management committee will develop a project schedule as a termination assistance planning foundation at the level of detail necessary to enable Service Provider to build the required Service Provider activities into a Detailed Termination Assistance Plan.

3.2 Issue Management
The termination assistance management committee will consist of Service Provider, Successor, and City leadership including a Service Provider and a City termination assistance manager.

The Service Provider and Successor termination assistance managers will bring issues and status information to the committee on a regular schedule to have decisions made and to inform key leadership about status. The termination assistance management committee will meet biweekly for a regularly scheduled session or more frequently if the situation dictates.

The Service Provider termination assistance manager is the owner and focal point of the termination assistance and is responsible for all termination assistance activity. The Service Provider termination assistance manager will manage a group of Service Tower leads who are responsible for termination assistance for their assigned Service Tower.

3.3 Risk Management and Mitigation
Service Provider's Risk Management and Mitigation methodology is an iterative process for identification, mitigation, and avoidance of risks. As a part of the early planning process, there will be reviews of the project plans to identify potential risks and develop mitigation plans. City will be a key participant in the risk identification and mitigation process during disentanglement start-up. The Service Tower leads will hold these meetings, document risk mitigation plans, and execute the mitigation as necessary throughout the framework disentanglement.

A key component of the risk management plan is the termination assistance communication plan. The communication plan contains information about regularly scheduled meetings that will regularly review plans for potential risks and develop mitigation plans for them.

Before Service Provider terminates any Services, City will be involved in reviews, go-no-go decisions, and completion approval sessions.

Service Provider will create very detailed systematic plans with go/no-go decision points and appropriate tailback plans before the disentanglement of services. Each of these decision points will involve testing and validation activities before a decision to perform the cut over. Before the

Page 5 of 11 ends

Schedule 16-Termination Assistance
larger cutovers, Service Provider will work with the City to develop a set of acceptance criteria to demonstrate completeness of the activity and make the approval process flow smoothly.

3.4 Policy/Procedure Documentation Access and Transfer
The termination assistance team will use industry-standard management processes to ensure that Service Provider has completely planned, thoroughly documented, systematically implemented, and thoroughly tested the disentanglement before acceptance. These processes are a combination of project management, system engineering, and general management techniques used within the IT industry and across other business sectors as well. In addition, Service Provider will use specific processes and policies that are company or product unique to implement individual tasks to accomplish disentanglement.

This process will include Service Provider identifying, collecting and providing to the City all City technical, configuration, architectural and operational documentation including the City's Procedures Manual.

3.5 Disentanglement Reporting (type and frequency)
Service Provider will provide to City management a weekly written report covering the progress and status of the termination assistance. The weekly reports will continue until Service Provider has completed all of the termination assistance activities and City has accepted them. Service· Provider will write reports and organize them by Service Tower and task; Service Provider's reports will contain the following information:
• Key responsible person
• Scheduled completion date
• Estimated actual completion date
• Completion status
• Percent complete
• Actual completion date
• Key issues and comments.

During the Termination Assistance period, the termination assistance team may discover information that may have a notable Services or financial change impact. Service Provider will identify and review such issues with the City.

4.0 Technology

4.1 Handover Procedures
The rules of cutover and handover will be agreed upon and signed off by the Successor, City, and Service Provider. Service Provider will follow mutually agreed upon and approved termination assistance handover procedures with appropriate acceptance criteria. Service Provider will assist the Successor to maintain effective communication during the handover process.

Page 6 ends

I .

Schedule 16-Termination Assistance

4.2 Physical Hardware, Software, Networks and Data Transfer Service Provider and subcontractors will provide the transfer of physical hardware, Software, networks, and data transfer in the physical or electronic transfer methodology requested that are consistent with the service capabilities defined with in the Agreement.

5.0 Legal/Financial

5.1 License Transfer
Subject to the Parties' rights and obligations under the Agreement, and Service Provider's intellectual property rights with respect to Software, (i) Service Provider will provide copies of any Service Provider Software then in use in accordance with the terms of the Agreement and (ii) Service Provider will provide reasonable assistance to City and the Successor in connection with the transfer to the Successor of Third Party Software then in use, or in securing rights to use such Software.

Subject to the Parties' rights and obligations under the Agreement with respect to Software, Service Provider will generate and provide a current listing of (i) the City Software then in use and (ii) any Third Party Software then in use, both in a form reasonably requested by City.

Service Provider will provide source code, object code, and related documentation in Service Provider's possession for City Software.

Subject to the Parties' rights and obligations with respect to Third Party Software under the Agreement, Service Provider will provide any other Software and related documentation then in use that City is authorized to use.

5.2 Asset Transfer
Service Provider will provide a wall-to-wall inventory to the Successor. Service Provider Service Tower leads will investigate and resolve any discrepancies resulting from the comparison of the physical inventories. The Successor will manage and maintain the resulting final complete master inventory list for the duration of the Termination Assistance period.

Service Provider will provide asset transfer for all City-owned or leased equipment and other City assets used by Service Provider to perform the Services on the agreed cutover periods.

6.0 Service Provider Termination Assistance Plan Roles
and Responsibilities
Table 1. Service Provider Termination Assistance Responsibilities Service Provider Role Responsibilities Comments
Termination Assistance Manager Manage termination assistance of all Build and manage Service Provider Service Towers. project plan during the project.

Data Center Lead Detail and manage termination Coordinate the server data capture assistance activities. and cut-over events.

Service Desk Lead Detail and manage termination Provide knowledge transfer staff and assistance activities. historical data.

End-User Support Lead Detail and manage termination
assistance activities.

Provide knowledge transfer staff and
historical data.

Network Lead Detail and manage termination Provide knowledge transfer staff and assistance activities. historical data.

Page 7 of 11 ends

Schedule 16-Termination Assistance
Detail and manage termination
assistance activities.

End of Table
7 .0 Termination Assistance Plan
Provide knowledge transfer staff and
historical data.

Service Provider will provide disentanglement to enable the Services to continue without interruption and facilitate an orderly transfer of Services.

7.1 Tasks Required to Disentangle Services Back to City or Another Provider
If Termination Assistance Services are requested by the City in accordance with the Agreement, Service Provider will provide the following:
(a) Service Provider will provide assistance to City and the Successor with the development of a plan for the disentanglement of equipment, Software, data, and documentation owned by or leased to City and used by Service Provider and all operations performed by Service Provider, each as part of the Services from Service Provider to the Successor (the "Detailed Termination Assistance Plan"). The Detailed Termination Assistance Plan may include, among other things, performance of (i) the Services described in this proposal, (ii) similar or related activities for which Service Provider is responsible, and (iii) a plan by Service Tower. (b) Service Provider will familiarize qualified personnel identified by the Successor with the equipment, Software, processes, procedures, and documentation used in performance of the Services that are to be transferred.
(c) Service Provider will provide the Successor with such information regarding the Services as is prudent or reasonably necessary to implement the Termination Assistance Plan and for the Successor to assume responsibility for, and continue the performance of, the Services in an orderly manner. Service Provider will make reasonable efforts to minimize disruption in the operations of City caused by its performance of disentanglement, including identifying key support contacts (names and telephone numbers) of Service Provider personnel during the disentanglement.
(d) Service Provider will provide the Successor with reasonable access to and use of City's equipment, data, documentation, and Software; Service Provider personnel; Third Parties; and other resources then being used by Service Provider to provide the Services (subject to Service Provider's reasonable security requirements, its contractual obligations to Third Parties, and its continuing obligation to perform Services for City). Service Provider's obligations are subject to any prohibitions or restrictions on the use or disclosure of Third Party Software contained in applicable license agreements. (e) Before providing the disentanglement, Service Provider will have the right to request and receive from the Successor (if the Successor is not City) written assurances that the Successor will maintain the confidentiality of Service Provider's Confidential Information disclosed or provided to the Successor during the termination assistance process.

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Schedule 16 - Termination Assistance
(f) All Successor personnel are to be skilled in the performance of similar service.

7.2 Phases
If required, Service Provider will follow a three-phased approach to disentanglement. This approach will apply to all Service Towers. The three phases are the following:
• Phase 1 - Preparatory services
• Phase 2 - Disentanglement services
• Phase 3 - Post-Disentanglement services.

7.2.1 Phase 1 - Preparatory Services
(a) Prepare that portion of the Termination Assistance Plan detailing Service Provider's responsibilities, including as appropriate, schedules and resource commitments. (b) Provide to the Successor (subject to the Agreement's provisions concerning confidentiality and intellectual propef1y} copies of all manuals and documentation relevant to, and used by Service Provider in, performing the Services including, without limitation, (i) relevant portions of any Disaster Recovery Plan that apply to City; (ii) access to City data, Software, and inventories; (iii) configuration information; (iv) all manuals and other relevant technical documentation (in a mutually agreed digital format) ordinarily used or necessary for the performance of Services, and (iv) 1 year of historical data information related to satisfying Service Levels.
(c) Provide to the Successor copies of other information regarding the Services that may be required to implement the Termination Assistance Plan, and, to the extent available, and in the form ordinarily maintained during the course of performance.

For example, Service Provider will provide then-current End-User profiles from the service desk, problem and change management records, and asset tracking records for the 12- month period before expiration or termination.

Any Third Party contracts related to the delivery of the Services are to be transferred to or administered by the Successor (e.g.,· copies of security tables, rules, and End-User lists used in the provision of the Services).
(d) Identify and provide the control release levels for systems Software in City environments. (e) Review and explain the documentation and manuals to the Successor's operations staff. (f) Provide assistance to the Successor in their notification to Third Party service providers of the procedures to be followed during the disentanglement. (g) Provide to the Successor information about naming conventions then in effect. (h) Subject to the Parties' rights and obligations under the Agreement and Service Provider's intellectual property rights with respect to Software, (i) provide copies of any Service Provider Software then in use in accordance with the terms of the Agreement and (ii) provide reasonable assistance to City and/or the Successor in connection with the transfer to Successor of Third Party Software then in use, or in securing rights to use such Software. (i) Subject to the Parties' rights and obligations under the Agreement with respect to Software, generate and provide a current listing of (i) the City Software then in use and (ii) any Third Party Software then in use, both in a form reasonably requested by City. 0) Provide to the Successor reasonable access to Service Provider personnel who were performing the Services to facilitate the orderly transfer of the Services to the Successor. (k) Provide any City data stored on Service Provider equipment to the Successor in a mutually agreed digital form, as reasonably requested.

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Schedule 16 - Termination Assistance
(I) Cooperate with the Successor and participate in the preparation and conducting of disentanglement testing to assist in the orderly transfer of Services insofar as within Service Provider's control.
(m) Provide to the Successor current and pending project plans authorized by City and status to assist the Successor to carry out such plans without unreasonable disruption of City's operations. Provide for the orderly handoff of ongoing projects or a reasonable bridge services agreement (as may be mutually agreed) to complete essential projects after the termination or expiration of the Agreement.
(n) Provide asset listings for all City-owned or -leased equipment and other City assets used by Service Provider to perform the Services, in a mutually agreed digital format. (o) Provide any additional incidental services not specified by this schedule as reasonably requested by City.

7.2.2 Phase 2 - Disentanglement Services
As part of disentanglement, Service Provider will perform its responsibilities under the Termination Assistance Plan for the following disentanglement services, and such others as may be mutually agreed:
(a) In conjunction with the Successor, conduct a rehearsal before cutover to the Successor at a time reasonably acceptable to the Parties.
(b) Remove City data and City Confidential Information from Service Provider's systems, and assist the Successor in loading same on its systems.
(c) Transfer responsibility to the Successor for off-site backup tape and document storage. (d) Make available requested City data and City Confidential lnfo·rmation (in mutually agreed digital form) stored on personal computers and servers for which Service Provider is responsible, including backup data.
(e) Provide assistance to the Successor with the transfer of operational responsibility, including providing assistance and cooperation in the execution of parallel operation and testing. (f) Provide source code, object code, and related documentation in Service Provider's possession for City Software.
(g) Subject to the Parties' rights and obligations with respect to Third Party Software under the Agreement, provide any other Software and related documentation then in use that City is authorized to use.
(h) Assist in the conduct of disentanglement testing.

7.2.3 Phase 3 - Post-Disentanglement Services
Service Provider will perform the following post-disentanglement services (and such others as may be mutually agreed, or required by the Agreement):
(a) Provide additional, incidental assistance at City's request to ensure continuity of operations, to the extent within Service Provider's control (bearing in mind that Service Provider's staff engaged in performance of Services for City may disperse after the Agreement expires or terminates).
(b) Return to City (or destroy, if so directed by City in writing, as provided below) without additional charge, any property of City in Service Provider's possession, including any remaining reports, documentation, data, and other Confidential Information, subject to applicable terms of the Agreement.

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I I
Schedule 16- Termination Assistance
(c) Certify to City in writing that all City data, files, and Confidential Information have been removed from Service Provider's systems provided, in accordance with the Agreement, however, that Service Provider may retain one copy of such materials only to the extent necessary for Service Provider to comply with its audit and record retention responsibilities under the Agreement.

Page 11 of 11 ends

SCHEDULE17

GOVERNANCE MODEL
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANT A CLARA
ANO

SERVICE PROVIDER
Schedule 17 - Governance Model
Table of Contents

1. Overview ....................... , .................................................................................................... 3

2. Objectives and Scope ......................................................................................................... 3

3. Expected Results .............................................. : ................................................................. 4

4. Balanced Scorecard ............................................................................................................ 5

5. Governance Model Structure & Roles ............................................................................... 5

6. Responsibility Matrix .......................................................................................................... 8

Page 2 ends

I ,
Schedule 17 - Governance Model
Schedule 17
Governance Model

1. Overview
The governance processes set out in this Schedule are intended to provide for the Service Provider's alignment with Customer's business objectives and to facilitate the establishment and maintenance of the outsourcing relationship. It is the goal of the governance processes that the Services are delivered and managed in the most efficient and cost-effective way, while providing a framework for the resolution of any problems, introducing approaches for improving performance of the Services and introducing approaches for enhancing Customer use of information systems and tools to achieve business objectives.

This Schedule establishes the working structure of communication between Customer and Service Provider and provides the framework for the ongoing management and maintenance of the Services, introduction of strategic initiatives and operational improvement recommendations., along with both Customer and Service Provider responsibilities.

2. Objectives and Scope
The primary objective of this Governance Model is to enable effective direction of the Services for Customer and to establish communication between Service Provider and Customer. The sections described herein specify activities that lend themselves to effective communication between the two organizations.

Governance encompasses the performance of duties by each of the following: (a) the Executive Committee, (b) the Management Committee, {c) the Service Provider Contract Executive, (d) the Customer Contract Executive, and (e) the Parties' operational layer of management, including Service Provider Program Managers, Service Provider PMO Lead, project managers and Services Tower technical management and staff. The Service Provider Contract Executive and the Customer Contract Executives will act as the final escalation point for issues and problems that have been escalated from the Operations and Management Committee, Project Management Office and operational leads. The Service Provide( Contract Executive will also meet with the Customer Contract Executive to review Service Provider's performance related to all Service Levels, status of any Service Level performance improvement initiatives, and the status of any other key operational improvement or strategic initiatives on a monthly basis.

Service Provider will recommend standards, processes and technology for Customer's approval, encompassing all Services provided under the Master Service Agreement and all related Service Descriptions. Service Provider will perform and manage all in-scope functions at the stated levels of service described in each Service Description, and all Service Levels therein, in a cost-effective and measurable manner in support of Customer's business objectives stated herein or in any other contract or operational documentation. Stipulations stated in this Schedule are:
a. Proactive solution development for Customer's business needs and requirements for Services; b. Architectural input and direction focused on industry best practices, standards and development and long-term strategy requirements;
c. Performance and status reporting/reviews;

Page 3 of 12 ends

I I
Schedule 17 - Governance Model
d. Timely access to highly skilled and readily available Service Provider personnel with a deep knowledge of Customer's environment;
e. Timely billing of Customer's account;
f. Management of Out-of-Scope function requests;
g. The capability to deliver initiatives on time and on budget with acceptance criteria and quality metrics agreed to by Customer; and
h. Ability to deliver and balance Customer's mix of IT operational, business focused improvement initiatives, and in scope project-based work within an annual budget while maintaining service levels including high customer satisfaction
i. Others as added by mutual agreement.

This Governance Model: (a) describes the operating relationship between Service Provider and Customer, and (b} serves as the guideline for Service Provider in performing the Service Descriptions agreed to by the Parties. Service Provider shall recommend standards, processes and technology for Customer's approval encompassing all Services provided as part of continuous process improvement over the Term of all the Service Descriptions under the Master Service Agreement.

Service Provider will create an environment that fosters the creation of recommendations that will have a positive and measurable impact on the Services and customer business operations. Service Provider will actively engage the Customer and its constituent departments to develop proposed service improvements for the Customer's consideration and to develop and implement Customer-approved projects and strategic initiatives. Service Provider will make recommendations to improve productivity and performance standards, achieve cost savings, and reduce complexities in processes. The Services are to focus on Customer's changing and evolving business needs and the technology and services needed to address business needs. Service Provider will provide Customer with access to subject matter experts to advise and consult with Customer to develop and recommend solutions for new and evolving services, technology and processes.

3. Expected Results
Listed below are the results that Customer expects from Service Provider's performance. These results shall be reflected in a number of Service Levels and will be directly measured through achievement of deliverables based Service Levels and Customer Satisfaction based Service Levels. a. Innovation and Thought Leadership: Customer expects Service Provider to spearhead innovation agenda related to technology and processes to add measurable business ·value to Customer.

Service Provider shall provide innovation recommendations to the Customer at the quarterly Management Committee meetings, in accordance with the service requirements and Service Levels. Service Provider is expected to introduce and deploy industry standard practices to Customer's environment and help Customer in strategic planning, improve the scope, quality and innovation in services it delivers to its end customers. b. Assessment and Planning: Customer expects Service Provider to proactively work with Customer and its departments to plan for new technology, projects and strategic initiatives, including the discussion of such projects and strategic initiatives with Customer departments at the quarterly Management Committee meetings. Customer also expects Service Provider to create and provide Customer with an annual account review, which shall contain an analysis of SeNice Provider's performance in relation to the Service Levels and other contract objectives, how specifically Service Provider shall correct any performance failures and an analysis of

Page 4 of 12 ends

Schedule 17 - Governance Model
Service Provider's performance in relation to Services that are not measured using formal Service Levels. Customer also expects Service Provider to create, maintain and provide Customer with an annual plan that will outline the major activities that it will perform in the coming year to improve its Service performance and increase the value that it provides to Customer. c. Continuous Improvement: Customer expects the Service Provider and its staff dedicated to providing Services to the Customer to institute processes that continuously seek opportunities to improve quality and value of services provided to Customer. Customer expects continuous improvement to be a key success criterion to measure success of the relationship d. Efficiency and Effectiveness: Customer expects that Service Provider will implement a highly efficient and effective delivery model to eliminate re-work, waste, unwarranted effort and avoidable costs. This governance model and associated governance processes is expected to provide measurement, visibility and direction to the both Parties about the efficiency and effectiveness initiatives underway.
e. Documentation, Reporting and Communication: Timely and accurate information regarding Service Provider's performance via status meetings, status reports and general performance reporting is a key expected result. Customer expects Service Provider to document procedures that will identify how Service Provider will deliver consistent and high-quality Services. In addition, this governance model is expected to create an effective and efficient way for Customer and Service Provider to communicate.
f. Compliance: Customer expects Service Provider to (a) perform contract change management, (b) provide Customer with accurate bills/invoices, (c) in accordance with the Master Service Agreement, comply with all legal requirements, (d) in accordance with the Master Service Agreement, follow Customer's policies, procedures and guidelines, such as those related to information security, physical security and privacy and (e) support Customer's audit requirements and provide auditing access and assistance to Customer and its authorized representatives in accordance with the Master Service Agreement.

4. Balanced Scorecard
A balanced scorecard will be developed by the parties prior to the first Service Commencement Date and will be used to gauge service performance, relationship quality and business alignment on an ongoing basis. In addition to the Service Levels, the scorecard will be balanced to reflect qualitative measures such as customer satisfaction (including results of the Customer Satisfaction Service Levels}, compliance to roles and responsibilities, satisfaction with the working environment from both Customer and Service Provider perspectives, continuous improvement, and other items that would reflect the effectiveness and satisfaction with the Services.

The scorecard will serve as the primary vehicle for measuring the overall success of the relationship.

Accordingly, it will be used by operational teams and gove~nance bodies as a key standing agenda item.

5. Governance Model Structure & Roles
The following governance committees define the framework of the participants, the responsibilities and activities for the administration of the governance processes.

The governance committees shall meet using face-to-face facilities, audio conferencing, or Web conferencing, as mutually agreed by both Parties.

Page 5 of 12 ends

Schedule 17 - Governance Model
a. Contract Executives: Service Provider will assign to the Customer account an executive who will fulfill the role of Service Provider Contract Executive under the Master Services Agreement. This individual shall be suitably qualified and shall be subject to Customer's approval pursuant to the Master Service Agreement. Customer will appoint an executive who will fulfill the role of Customer Contract Executive under the Master Service Agreement. Customer Contract Executive shall meet with Customer's CIO or his designee on a weekly basis to discuss any aspects of the contract governance described in this schedule. b. Executive Committee: The Executive Committee will be comprised of senior executives from each party, including the Customer's CIO, Customer's Contract Executive and senior Service Provider executives (TBD - e.g., VP IT Outsourcing Services} who will meet to discuss high-level strategic and operational issues relating to the Agreement.

The Executive Committee will meet at least once semi-annually to:
• Address relevant high-level strategic and operational issues appropriate for a boardlevel discussion • Address major contract issues/changes
• Review the Service Provider Balanced Scorecard for business alignment with the City's goals and objectives
• Address areas of misalignment with the Balanced Scorecard and actions to achieve realignment
• Build an executive level relationship
• Discuss innovation, strategy and capability development at the enterprise level - business, IT, sourcing, optimization
• Discuss new business opportunities
• Review and approve the use of innovation processes to drive significant business change
• Address major relationship and alignment issues, disputes and Service and contract changes that have been escalated to this level.
c. Management Committee: The Management Committee will be comprised of the Customer Contract Executive, the Service Provider Contract Executive, Service Provider Program Managers, and other nominated Management Committee members.

The Management Committee shall meet at least once quarterly to:
• Review Service Provider performance over the previous three (3) months, such as Service Levels, costs, and process issues.
• Resolve any issues escalated to the Management Committee. • Review opportunities for technology improvement and increased process efficiency based on Service Provider research and experience in the market place. • Review and discuss Service Provider's semi-annual written report regarding innovative products and services that may be of benefit to Customer, as referenced in Schedule 3A.
• Review and discuss Service Provider's semi-annual written report regarding operational efficiencies improvements, as referenced in Schedule 3A.

Page 6 of 12 ends

Schedule 17 - Governance Model
• Review and discuss results of Customer-approved operation efficiencies improvement recommendations and inn·ovative products and services recommendations • Review and discuss the results of annual end user and department personnel satisfactions surveys, as referenced in Schedule 3A
• Review and discuss Service Provider's progress against the Annual Execution Plan, including any required corrections
d. Services Review Committee: The Services Review Committee will include Customer Contract Executive, Service Provider Contract Executive and Service Provider Service Delivery Managers.

The Services Review Committee shall meet at least once monthly to:
• Discuss any issues relating to Service Provider performance in the provision of Services such as service performance, costs, operational issues, user complaints, delivery failures, and ongoing email End-User satisfaction survey results from closed incident and Service Request tickets
• Conduct Service Level, Root Cause Analysis and improvement plan review • Conduct Service improvement status review
• Conduct operational improvements status review
• Conduct new operational improvements review
• Address security-related issues and proactive initiatives to prevent security breaches • Review monthly demand vs. capacity results, imbalances and resolution and rolling quarterly projections review
• Discuss any issues relating to Service Provider provision of Services that need immediate management attention
• Discuss the status of Projects in progress and conduct planning for any new Projects under Customer consideration that may impact Service Provider • Discuss any personnel-related issues affecting the relationship or provision of Service • Discuss solutions to address service deficiencies
e. Service Tower Review Meeting: Th_e Service Tower Review Meeting will include the CIO, Customer Program Managers and Service Provider Program Managers as well as relevant project and Service Tower personnel, as required. Each week the Service Tower Review Meeting shall rotate its main focus on four areas: Infrastructure (Enterprise Compute, End User and Service Desk), Applications, Cybersecurity, and GIS.

The Service Tower Review Meeting shall meet weekly to:
• Conduct a high level review of outstanding operational issues • Review completed Incident Root Cause Analyses and approve remediation plans • Review project forecasts (function, timing)
• Address issues impacting project delivery
• Review and discuss technology roadmap
• Discuss Emerging Trends as relevant to the City and IT Services

Page 7 of 12 ends

Schedule 17 - Governance Model
• Discuss potential changes to procedures in support of continuous improvement • Discuss and resolve issues relating to Customer department projects and initiatives f. Steady State and Project Stand-up Meeting: The joint Steady State and Project Stand-up Meeting will include Customer Program Managers and Service Provider Program Managers.

The Steady State and Project Stand-up Meeting shall occur every Monday, Wednesday and Friday to:
• Discuss any production problems that occurred during the previous week/day. • Address outstanding or unresolved operational and project issues • Address security-related issues and proactive initiatives to prevent security breaches • Address any open items such as problem tickets or Project requests. • Review the status of all in progress changes
• Discuss major activities and initiatives for the week

6. Responsibility Matrix
The responsibility matrix set out below (the "Responsibility Matrix") lists the key processes, activities and tasks to be undertaken by Service Provider as part of the Services, as well as Customer responsibilities. It also indicates which of the Parties is ultimately responsible and accountable for the listed process, activity or task. It is not the intent of this or any Responsibility Matrix to absolutely define every process, activity, or task that must be performed in connection with the Services.

Governance Services
Service
Provider Customer
I. Service Deliverv Team

1. Designate a dedicated Service Provider Contract Executive. X

2. Approve the Service Provider Contract Executive. X

3. Identify Key Service Provider Personnel. X

4. Review and approve Key Service Provider Personnel. X

5. Assign account team. X

6. Provide adequate training of account team and review team X oerformance.

7. Implement corrective actions relating to team petiormance, as X necessarv.

II. Project Management Office

8. Establish a Project Management Office. X
Develop, manage and maintain a current organizational chart with

9. contact names, functional titles, and phone numbers for all key X staff, as well as escalation hierarchy aligning the Service Provider PMO functionallv to Customer's manaqement team.
- 10.

Provide updated current organization chart to Customer on single X web portal.

Communicate to Customer in a timely manner and in writing, any

11. restructuring or reorganizations in the Service Provider service X delivery structure.

Page 8 of 12 ends

Schedule 17 -Governance Model
Governance Services Service Customer Provider
Coordinate and manage all implementation activities and act as the

12. single point of accountability for all service delivery issues at X Customer locations.

13. Assign an owner, a priority, a description, a resolution plan, and an X estimated time to resolve for all qovernance-related issues.

14. Review issues log with Customer during operational, monthly, and X annual reviews.

15. On a monthly basis, the Service Provider Program Management X Office will provide services reports as specified in Schedule 7.

16. Establish a process for the escalation of issues by Customer. X

17. Approve the escalation process. X

18. Capture all change requests from Customer and work with X Customer to prioritize change requests received.

Ill. Communication Strateav - Changes

19. Develop a communications strategy for all Changes that affect X Customer's technolo91 environment.

20. Approve communications strategy. X

21. Execute communications strategy. X

22. Assist in executing communications strategy, as relevant. X Communicate all Changes and updates to stakeholders and

23. support personnel with sufficient lead-time to allow planning, X testinQ, and traininQ development.

24. Assist in communicating all Changes and updates to X stakeholders and support personnel.

IV. Committee Meetings and Reporting

25. Propose committee meeting schedules. X

26. Approve committee meeting schedules. X

27. Schedule and conduct committee meetings with Customer X

28. Participate in committee meetings. X

29. Prepare and distribute Project status and Service performance X reports for required committee meetings.

30. Review and provide analysis of the status and Service performance X reports with Customer.

31. Identify areas for performance improvement and propose X aooropriate chanqes.

32. Approve or reject proposed Changes or suggest alternatives. X

33. Prepare and distribute minutes from committee meetings. X

34. Provide a plan to implement action items resulting fro"!l, and X agreed to during, committee meetings.

35. Approve plan to implement action items resulting from, and X aareed to durinc::i, committee meetincis.

Provide follow up reporting on results of implemented action items

36. and actions taken to achieve identified objectives, and integrate X such reporting and discussion with Customer into governance bodies' committee meetinQs.

37. Approve follow up reporting. X

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Schedule 17 - Governance Model
Governance Services
Service Customer Provider

38. Provide Service Level, resource utilization, project pool analysis and X activity reports for reauired committee meetinas.

39. Audit Service Level, resource utilization, project pool analysis and X activity reports for reauired committee meetings Prepare quarterly management briefing for current and proposed

40. projects and strategic initiatives, technology improvement and X efficiency aain opportunities and innovation recommendations.

41. Schedule and attend quarterly Management Committee meeting. X

42. Attend quarterly Management Committee meeting. X

43. Implement action items resulting from, and agreed to, during Management Committee meeting. X

44. Assist in implementing action items resulting from, and agreed to, during Manaaement Committee meetina, as relevant.

45. Manage consequences resulting from Management Committee X meeting.

46. Prepare and distribute an overview of activity plans as. a result of X Manaaement Committee meetinas.

Prepare an Annual Execution Plan. Such plan will outline the major 47 . . activities, projects and associated schedules that the Service X Provider will perform in the coming year to deliver the Services meetinq existinq Service Levels and improvina Service.

48. Provide input into Annual Execution Plan. X

49. Modify Annual Execution Plan as necessary. X

50. Finalize Annual Execution Plan. X
51 . Execute Annual Execution Plan. X

52. Review progress against Annual Execution Plan during quarterly X Manaqement Review Committee meeting.

V. Contract Channe Mananement

53. Review contract for continuous improvements and propose contract X Changes (such as additions or Changes to Service Levels).

54. Review contract for continuous improvements and propose contract X Changes (such as additions or Chanaes to Service Levels).

55. Approve or reject contract Changes. X

56. Submit contract Change Orders to the Customer Contract X Executive for review and aporoval.

57. Escalate contract Change disputes to the Management Committee. X VI. Report Management

58. Identify reporting requirements. X

59. Assist in identifying reporting requirements X

60. Review existing reports and propose new reports. X

61. Develop sample reports. X

62. Approve sample reports. X
Develop a report schedule with the frequency of report

63. production, the number of copies of each report to be produced, X the report distribution list, and the report format (e.g. hard copy, email, Web portal).

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Schedule 17 - Governance Model
Governance Services
Service
Provider Customer

64. Approve report schedule. X

65. Produce and deliver reports in accordance with the Schedule 7. X

66. Provide reporting via a Web portal. X

67. Review reports and follow-up with the Service Provider, if X necessarv.

68. Correct erroneous reports. X

69. Re-produce reports, if necessary. X

70. Approve reports. X
VII. BillinQ/lnvoicinQ

71. Provide an invoice that meets Customer's accounting and financial X requirements.

72. Approve the invoice format. X

73. Request clarification for charges in dispute. X

74. Investigate and respond to requests for clarification, as required. X

75. Escalate billing disputes to Management Committee, as relevant. X

76. Escalate billing disputes to Management Committee, as relevant. X

77. Pay correct invoices per payment terms. X
VIII. Service Provider Third-Partv Contract Manaaement

78. Provide Customer with notification of the desire to enter into a X third-party contract in order to provide Services, if any.

79. Approve use of third-party contractors by Service Provider. X

80. Negotiate or renegotiate Service Provider third-party contracts, as X necessarv.
81 . Manage third-party contract terms and conditions (e.g. contract X expiration).

82. Manage Subcontractors' compliance with the Master Service X Agreement.

IX. Compliance ManaQement
Report to Customer any activity within the environments under

83. control of the Service Provider which do not comply with legal and X regulatory requirements affecting Service Provider's business and Customer specified standards.

84. Provide Customer specific standards. X

85. Conduct periodic audits of the Procedures Manual to verify X accuracy and comoliance.

Ensure that the Service Provider's systems and procedures comply

86. with legal and regulatory requirements related to the provision of the x· Services.

87. Review and certify that proposed Changes are compliant with existina aualitv standards orior to imolementation of the Change. X

88. Conduct regular reviews, not less frequently than annually, of X requlatory requirements, aualitv standards and processes.

89. Participate in regular reviews, not less frequently than annually, of regulatory requirements, auality standards and processes.

90. Make recommendations on implementation activities and X

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Schedule 17 - Governance Model
Governance Services
Service Customer Provider
improvements to meet regulatory requirements, quality standards and processes.

91. Implement disciplinary process for Service Provider personnel, in X accordance with Service Provider's policies.

X. Satisfaction Survevs

92. Conduct End-User, management and Service Desk satisfaction X survevs in accordance with Schedule 3A and 3B.

Report survey results and Service Provider's survey method, and

93. meet with Customer to present survey results and recommend X aooroaches to address Customer dissatisfaction.

94. Define the survey(s) including, but not limited to format and X content.

95. Provide input into defining the survey(s) including, but not limited X to format and content.

96. Approve the surveys. X

97. Conduct the surveys. X

98. Audit the survey results. X

99. Suggest changes to processes or deliverables in response to satisfaction survev results to drive continuous imorovement. X 100.

Approve proposed process or deliverable changes or suggest X alternatives.
101 . Implement Customer-approved process or deliverable changes. X XI. Auditing Support
102. Develop and maintain auditing support procedures. X 103. Approve auditing support procedures. X
104. Notify Service Provider of intent to perform an audit. X 105. Perform audits. X
106. Provide audit support for internal and external audits. X 107. Provide audit responses and remediation, as applicable. X 108. Provide audit responses and remediation, as applicable. X 109.

Implement recommendations from audit findings within X
agreed upon timeframe, as applicable.
110. Implement recommendations from audit findings within X agreed upon timeframe, as applicable.

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SCHEDULE18

APPROVED SUBCONTRACTORS
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANT A CLARA
AND

UNISYS CORPORATION
Schedule 18 - Approved Subcontractors
Schedule 18
Approved Subcontractors

1. Pinnacle Technical Resources dba Pinnacle Group.

Page 2 of 2 ends

SCHEDULE19

CUSTOMER SOFTWARE
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA
AND

UNISYS CORPORATION
Schedule 19 - Customer Software
Schedule 19
Customer Software
As of the Effective Date, Customer Software includes the following:

Tools & Knowledgebase

1. End user information intranet site (CSI, Sharepoint, TLC)

2. Software and patch distribution toolset and infrastructure (e.g. SCCM)

3. Security assessment software (e.g. Critical Watch or similar)

4. AirWatch

5. End user security software (e.g. McAfee ePO)

6. Cisco Prime Infrastructure

7. Solar Winds !PAM

8. Solar Winds Bandwidth Monitor

9. Solar Winds Virtualization Manager

10. Symantec NetBackup

11. VMWare Vcenter

12. Zscaler

13. DuoSecurity

14. ShoreTel's ShoreDirector

15. Nimble's Cloud Monitoring, Management and lnfoSight

16. Dell OpenManage
Applications
The list of Customer applications as of the Effective Date is attached as Exhibit 1 hereto. This list will be updated duri_ng the term of the Agreement to reflect changes in the City's application environment.

Page 2 of 2 ends

Schedule 19, Exhibit 1
!city Applications
City of Santa Clara

CONFIDENTIAL
SCHEDULE 22
SERVICE PROVIDER SOFTWARE and SERVICE PROVIDER MATERIALS TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA
AND

UNISYS CORPORATION
I '
Schedule 22 - Service Provider Software and Service Provider Materials Schedule 22
Service Provider Software and Service Provider Materials As of the Effective Date, Service Provider will provide an enterprise service management toolset that includes software tools for:

1. ServiceNow ITSM applications (see Schedule 3A Exhibit 3)

2. Event detection and correlation

3. Capacity management

4. Availability management

Page 2 of 2 ends

SCHEDULE 23

DISASTER RECOVERY PLAN
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA
AND

UNISYS CORPORATION
Schedule 23 - Disaster Recovery Plan
Schedule 23
Disaster Recovery Plan
As of the Effective Date of this Agreement, the Disaster Recovery Plan is not available. Service Provider will develop a Customer approved Disaster Recovery Plan as identified in Schedule2.

Background
The Disaster Recovery Plan is a companion document to the Business Continuity Plan that includes all mission critical business applications, consisting of the following documents:
• Business Continuity Program: Information Technology Strategy • Business Impact Analysis
• IT Incident and Communications Management Plan
• Disaster Recovery and Scheduled System Testing
• Data Center Restore Plan
• CSC Information Technology Operations Recovery Plan
• IT Operations Metro Failover Guide
• ITSM Offline Workaround
• CSC - Business Continuity Program Tabletop Test Plan
• CSC- BCDR Risk Assessment Table
• Business Continuity and Information Security Executive Steering Committee Charter.

The Disaster Recovery Plan will validate the majority of dependencies, recovery metrics such as the City's Recovery Time Objective (RTO) and Recovery Point Objective (RPO) requirements as developed within the delivered Business Continuity Plan documents outlined above.

This Schedule will be updated via Change Control upon successful completion of the Disaster Recovery Plan by the Service Provider and will collaborate with the City to review and update the Business Continuity and Disaster Recovery Plans on an annual basis or as otherwise required.

Page 2 ends

Schedule 23 - Disaster Recovery Plan
Information Technology Disaster Recovery (DR) Plan
Business Purpose
The ability to continue government operations, mission critical business services need the ability to recover specific IT assets upon which they are dependent and which have been defined within the Business Continuity Plan.

Project Scope
This project will consist of two phases:

Phase 1: Design and implement a High Availability (HA) capability.

Develop the detail requirements, design and implement solutions within the current High-Availability (HA) environment in place at the city for the recovery of those City Applications and the required supporting IT assets considered business critical in the event of a major disaster or service disruption.

Phase 2: Design and implement a Disaster Recovery capability.

Develop the detail requirements and design including rough order of costs and timeline to implement a DR solution for the mission critical applications and related IT assets at an off-site, remote facility in the event of a disaster, which precludes HA failover to the on premises datacenter.

General Overview of Approach
A Metro Stretch Cluster has been deployed at the City to provide High Availability between sites using technology from VMware that allows for the ability to transfer both compute workloads and storage between sites with little or no interruption of service in a both a planned and an unplanned outage situation. While the infrastructure is in place, the supporting processes and procedures around an outage, and in particular an unplanned one, are lacking.

An external Unisys BC/DR/HA SME will lead the project to provide HA (Phase 1 and off-site DR (phase 2) for all of the City's mission critical business applications and IT assets to be recovered in an outage situation. •
A Disaster Recovery Plan for the HA environment and the off-site DR capability will be developed. It will include the following as some of the focus points:
• Validating the assumptions and architecture of the current HA environment, • Identify impacts of hybrid cloud environment including cloud backup and end user devices for accessing,
• Validating all mission critical business applications requirements in the BC plan. Select 5 onsite applications from that list to test the HA plan,
• Development and implementation of HA failover plan,
• Development of an off-site DR plan. Implementation of such off-site DR plan will be subject to and in accordance with the Change Control Procedure. Additionally, such off-site DR plan may be dependent on procurement by the City of additional third party services, and software and/or hardware outside the scope of this Agreement.
• Development of a restore to normal IT operations plan, • Developing of end user messaging and communications plans, • Definition and circumstances for which an outage will be declared • Develop test plan for both HA and DR and perform a table top exercise of the HA plan

Page 3 of 8 ends

I I
Schedule 23 - Disaster Recovery Plan
• Apply lessons learned, and
• Perform an actual HA failover under controlled conditions and apply any further lessons learned to the HA plan.

Delivery of these services will require collaboration with the onsite architect, tower leads, and to a lesser degree, stakeholders within the IT department as well as in other City departments. The stakeholders will be the same group as used for the original Business Continuity Plan.

Page 4 of 8 ends

I I
Schedule 23 - Disaster Recovery Plan
Summary of Project Deliverables
Validation and stakeholder review of the prioritization scheme for the IT Assets in scope:
• Review, validation and approval of the list of business applications and IT assets to be recovered, the RTO/RPO objectives and inter-dependencies (developed in the SCP project). • Identify the impacts of the hybrid cloud environment now in place and of the proposed cloud backup solution.

Consolidated list of IT assets to be recovered:
• In the event of a disaster the list of IT assets that need to be recovered in order of priority. • Identify and agree upon the Business Critical applications as the subject of the HA (5 applications} and DR Plans.

Technical specifications for the HA and the DR recovery solution:
• These are high level technical specifications for the HA and the off-site DR solution. • Scalable, re-usable technical solution for HA and DR Failover.

Incident response and communication plan:
• Define who is going to declare a disaster and under what circumstances, • Who is going to communicate,
• Who is going to manage the incident.

Develop and validate test plan:
• Develop Test Plan,
• Perform Table Top HA Test,
• Apply Lessons Learned
Perform an actual failover under controlled conditions and apply any further lessons learned to the HA plan.

Perform restore to normal operations
I
Review findings and recommendations with appropriate IT and stakeholders and incorporate input.

Page 5 of 8 ends

Schedule 23 - Disaster Recovery Plan
Project Schedule
Subject to confirmation and revision at actual start of project:

Task Name Duration - ---
Validate and Update Existing BC Plan 14 days
Validate current assumptions and HA environment_. __ 5 day s s Identify Hybrid Cloud & Backup impacts _ ___ _ ~ 5 day Validate all Business Critical Applications
~ Review and Obtain city sign-off on BCP Updates _ __ _ HA DR Information Plan - ---
Disaster Recovery Program: Information Technology Strategy:

Enterprise & Cloud Architecture
Identify and research Cloud/Hosted DR solL1tions
Define conceptual architecture aspects of a Disaster Recovery solution, Cloud-based options
Describe Replication of Server & Data Images to DR Site Describe Deployment of Servers & Infrastructure at DR Site including
Investigate the number/feasibility of providing web-based access to all th applications through a virtual pc or similar interface technology ick-client
Investigate the feasibility of designating a work area for deployment as a Resumption Center --- - ----
DR Analysis:

Identify vendors which enable the proposed solution
Describe recommendations to current Technology Infrastructure ins Proposed I.T. Operations Resilience & Recovery Plans
Write up technical requirements for DR Solution
DR Solution Migration Cost Estimate
Business
upport of
cations IT Failover procedures and Guide critical level 1 and level 2 systems/appli Return to normal operations procedures I- -- - - ---
IT Incident and Communication Management Plan
Activation and Notification Criteria and Process
Datacenter Restore Plan - ---
Perform BC/DR Tabletop Test
Preparation for the HA Tabletop test
Perform Actual HA Tabletop Test
Lessons learned
- ---

Page 6 of 8 ends

·-
- day s 5
1 da y
75 days
33 day s
12 day s
10 day s
- 10 day s
5 day s
5 day s
5 days
2 day
2 d.9y
1 da
Schedule 23 - Disaster Recovery Plan
Update DR Plan
IT Operations Recovery Plan
_JT Incident and Communication Management Plan
DR and Regular CSC System Testing (MASTER) Plan
Datacenter Restore Plan
Diagrams, architecture and related documentation
BC and DR plan updates complete
Perform Actual HA Failover and Restore (return to normal operations) Preparation for the tes_t __
Perform Actual Test of the selected 5 applications
Lessons learned - Final Document Release
City Sign Off on HA and DR Plans
Provisional Disaster Recovery Plan Document
10 days
2 days
2 days
2 days
2 day~
2 days
O days
5 days
2 days
2 days
1 day
1 day
The Disaster Recovery Planning document proposed high level layout and table of contents will be as follows, subject to change during the development process:

1. Introduction

1.1 Purpose

1.2 Objective

1.3 Scope

1.4 Assumptions

1.5 Applicable Standards and Guidance

2. Concept of Operations

2.1 Four Phases

2.2 Data Backup Readiness Information

2.3 Site Readiness Information

2.4 Hybrid Cloud Readiness Information

2.5 Roles and Responsibilities

3. Activation and Notification

3.1 Activation Criteria and Procedure

3.2 Notification Instructions·

3.3 Outage Assessment

3.4 Incident Team(s)

3.5 End User Messaging/Communications

Page 7 of 8 ends

Schedule 23 - Disaster Recovery Plan

4. Plan Activation Procedures

4.1 Media Retrieval and Delivery

4.2 Cloud Backup Data Recovery

4.3 Disaster Recovery Overview

4.2.1 General Application Description

4.2.2 Recovery Contacts

4.2.3 Data Center Overview

4.3 Infrastructure Recovery Procedures

4.4 Critical Business Application Recovery Procedures

4.5 Website Recovery Procedures

4.6 DNS Changes

4.7 Network Recovery Procedures

5. Reconstitution

5.1 Data Validation Testing

5.2 Functional Validation Testing

5.3 Recovery Declaration

5.4 User Notification

5.5 Cleanup

5.6 Returning Backup Media

5.7 Backing up Restored Systems

5.8 Event Documentation

6. Recovery Plan Testing
Appendices:

Key Personnel and Team Member Contact List
Vendor Contact List
Alternate Telecommunications Provisions
Diagrams
Network Configurations
Hardware Inventory
Recovery Plan Test Report
Related Documents

Page 8 of 8 ends

I ,
SCHEDULE 24

CONSENTS
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANT A CLARA
AND

UNISYS CORPORATION
Schedule 24 - Consents
Schedule 24
Consents
As of the Effective Date of this Agreement, there are no tools owned or provisioned by Service Provider that Customer requires Consents.

As of the Effective Date of this Agreement, there are no tools owned or provisioned by Customer that Service Provider requires Consents.

In the event any Consent is required by either Party during the Term, the provisions in Section 4.4 . apply and this Schedule 24 will be updated through the Change Control Procedures.

Page 2 of 2 ends

SCHEDULE 26

INVOICE FORMAT
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA
AND

UNISYS CORPORATION
! I
Schedule 26 - Invoice Format
Schedule 26
Invoice Format
Monthly invoice format will be finalized during Transition Services and will include the following either on the invoice or the invoice backup supplied to the City of Santa Clara. (i)
(ii)
Main Invoice - Monthly
a. Fees by Service Tower
i. Fees for Service Tower A
ii. Fees for Service Tower B
iii. Fees for Service Tower C
iv. Fees for Service Tower D
b. Customer Project pool (excluding SVP Project Pool)
i. Total project pool
ii. Project pool utilized in the month
iii. Available project pool
C.
d. Pass-Through Costs
i. Name of contract/agreement
ii. Costs
e. Adjustments
i. Service Credits
ii. Earnback
iii. Any other adjustments
f. Levi Stadium Operations
Service Tower invoice - Monthly
a. Base Service Fees
i. Resource Baseline
ii. Amount
iii. Variable Fees

1. ARC/RRC units beyond dead-band

2. ARC/RRC monthly rate

3. Total variable charges
b. FTE Charges
i. Roles
ii. Title of resources
iii. Fees
c. Projects
i. Project Name

Page 2 of 3 ends

- I
Schedule 26 - Invoice Format

1. Resource Title

2. Project hours - Total and Billable (Beyond Project Pool) Hours

3. Rate
d. Adjustments
i. Adjustments based on vacancies, absence of FTEs
ii. Service Credits, Earnback
iii. Any other adjustments

Page 3 of 3 ends

I I
SCHEDULE 27

INTERNAL CONTROLS AND PROCEDURES
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANT A CLARA
AND

UNISYS CORPORATION
Schedule 27 - Internal Controls and Procedures
Schedule 27
Internal Controls and Procedures
Unisys has implemented certain controls with regard to vetting potential employees, granting of system privileges and auditing access, as follows:
• Unisys hiring process includes interviews and background checks. • Background checks are completed on all prospective employees prior to hire as permitted by law.

For any new hires, these checks assess work history, education, and criminal record. Drug screenings are also conducted.
• For specified Unisys employees, Unisys will comply with additional, defined background check requirements as reasonably required based on the employee's role, e.g., with respect to Unisys employees supporting the City's Public Safety.
• Unisys employees have a continuous performance appraisal process, including management review, input from peers, professional and personal development goals, and evaluation of technical and s~curity proficiency.
• Annual security awareness training is required to be completed by all Unisys employees. Unisys employees are encouraged to pursue continuous education on technical and security topics. • Annual training is required of every Unisys employee with regard to Unisys Code of Ethics and Business Conduct and the Anti-Bribery policy. Every Unisys employee must certify their compliance with these policies. Targeted training with business teams on compliance policies is conducted as required.
• Separation of duties is implemented so that no single Unisys employee has universal access. All actions by highly privileged employees are audited and the audit logs are stored in a data repository that the employee does not have access to.
• Principles of least privilege are implemented to limit an employee's scope of access to that which is required to perform his or her job duties.
• Logical connectivity is controlled via a sequence of jump boxes, one on the Unisys network and the other on the City's network. In order for Unisys staff to access the City's systems, the employee must request access to each system separately and then pass the review process for each system via two distinct and separate approval processes. Once approved and granted access, the Unisys employee must authenticate through both systems each with conditional multifactor authentication.
• Accounts are promptly disabled upon termination of a Unisys employee's employment or upon the Unisys employee leaving the City's account.
• A third-party auditing firm performs an annual SSAE-16 audit of the internal Unisys processes.

Page 2 of 2 ends

Schedule 28 - Financial Responsibility Matrix
SCHEDULE 28

FINANCIAL RESPONSIBILITY MATRIX

TO MASTER SERVICE AGREEMENT

BY AND BETWEEN

CITY OF SANT A CLARA
AND

UNISYS CORPORATION
Schedule 28 - Financial Responsibility Matrix
Schedule 28
Financial Responsibility Matrix

1. Financial Responsibility Matrix - Hardware
Upgrade/ Install, 3rd Party Enhance - Move, Maintenan Cost of Cost for Own Refresh Capital Add, Services Spares Disposal lmprovem Change ce ents (IMAC} Contracts
Hardware at Customer Locations
Infrastructure Server$ Customer Customer Customer Service Customer Service Customer Customer Provider Provider Storage media/devices Customer Customer Customer Service Customer Service Customer Customer Provider Provider Data center Facilities HW (UPS, Service Generator, Physical Security Customer Customer Customer 3rd Party Customer Provider Customer Customer Devices)
Network Devices (Such as ports, Service Service modems, interface equipment and Customer Customer Customer Provider Customer Provider Customer Customer terminals)
Desktops/Laptops - Used by Customer Customer Customer Service Customer Service Customer Customer Customer Provider • Provider Customer provided sample units
(e.g. desktop, laptop, cellular (
• Customer Customer Customer Service Customer Service Customer Customer devices) - Used by Service Provider Provider Provider
Desktops/Laptops - Service Service Service Service Service Service Service Service Service Provider provided - Used by Provider Provider Provider Provider Provider Provider Provider Provider Service Provider staff Printers, plotters, multi-function Customer Customer Customer 3rd Party Customer Service Customer Customer devices cooiers scanners Provider Mobile Data Terminal (MDT) / Customer Customer Customer Service Customer Service Customer Customer Mobile Data Computer (MDC) Provider Provider Cellular devices - Used by Customer Customer Customer 3rd Party Customer Service Customer Customer Customer Provider Cellular devices - Used bv Service Service Service Service Service Service Service Service Service

Page 2 of 5 ends

Schedule 28 - Financial Responsibility Matrix
Upgrade/ Install, 3rd Party Enhance - Move,
Own Refresh Capital Add, Maintenan Services Cost of Cost for lmprovem Change ce Spares Dispo-sal
ents (IMAC} Contracts
Provider Provider Provider Provider Provider Provider Provider Provider Provider Smart phone's/ PDAs - Used by Customer Customer Customer 3rd Party Customer Service Customer Customer Customer Provider Smart phone's/ PDAs - Used by Service Service Service Service Service Service Service Service · Service Provider Provider Provider Provider Provider Provider Provider Provider Provider All Hardware at Service Provider Service Service Service Service Service Service Service Service Locations other than Customer provided sample units Provider Provider Provider Provider Provider Provider Provider Provider

2. Financial Responsibility Matrix - Facilities
Financial Responsibility
Customer facilities Customer
Service Provider staff at Customer facilities
Long distance telephone calls
Customer financially Local telephone calls responsible for direct cost Use of office space related to providing Consumables Services to Customer Use of other office equipment

3. Financial Responsibility Matrix - Personnel
Salary, Benefits, Training Post Service Commencement -
Other Training (New skills On-boarding of new employees Personnel Type* Compensation, Travel .(Job required for Severance (e.g. hiring, Service Provider Customer internal process training, adjustments and specific) requested knowledge transfer (if done in related Taxes. projects) parallel with existinQ staff)) Contract Staff - Type 1 Service Provider Customer Service Customer Service Service Provider Provider Provider Contract Staff - Type 2 Service Provider Customer Service Customer Service Service Provider Provider Provider

Page 3 of 5 ends

Schedule 28 - Financial Responsibility Matrix
Salary, Benefits, Training Post Service Commencement -
Other Training (New skills On-boarding of new employees Personnel Type* Compensation, Travel (Job required for Severance (e.g. hiring, Service Provider adjustments and specific) Customer internal process training, related Taxes. requested knowledge transfer (if do,ne in projects) parallel with existln1:1 staff))
Contract Staff - Type 3 Service Provider Service Service Customer Service Service Provider Provider Provider Provider Contract Staff - Type 4 Service Provider Service Service Customer Service Service Provider Provider Provider Provider Contract Staff - Type 5 Service Provider Service Service Customer Service Service Provider Provider Provider Provider Contract Staff - Type 6 Service Provider Service Service Customer Service Service Provider Provider Provider Provider * - Classification of Personnel Type
■ Contract Staff - Type 1 - Service Provider personnel providing Services and deployed for more than 3 months from Customer Locations ■ Contract Staff - Type 2 - Service Provider personnel providing Services and deployed for less than 3 months from Customer Locations • Contract Staff - Type 3 - Service Provider personnel providing Services and deployed for more than 3 months from Service Provider Locations·
• Contract Staff - Type 4 - Service Provider personnel providing Services and deployed for less than 3 months from Service Provider Locations
• Contract Staff- Type 5 - Service Provider personnel providing Services and deployed on Long Term Commitment(> 1 Year) or dedicated FTE from Customer Locations
• Contract Staff - Type 6 - Service Provider personnel providing Services and deployed on Long Term Commitment(> 1 Year) or dedicated FTE from Service Provider Location

4. Financial Responsibility Matrix - Software
Upgrade/ Install, Move, 3rd Party Enhance - License Refresh Capital Add, Change Services Maintenance Improvements (IMAC) Contracts
Customer Desktop OS Customer Customer Customer Service Service Customer Provider Provider Cus~omer Desktop Customer Customer Customer Service Service Customer Aoolications Provider Provider Service Provider internal Service Service Service Service Service Service emolovee Desktop OS Provider Provider Provider Provider Provider Provider

Page 4 of 5 ends

Schedule 28 - Financial Responsibility Matrix
Upgrade/ Install, Move, 3rd Party Enhance - License Refresh Capital Add,Change Services Maintenance Improvements (IMAC) Contracts
Service Provider internal Service Service Service Service Service Service employee Desktop Provider Provider Provider Provider Provider Provider Aoolications Server OS Customer Customer Customer Service Service Customer Provider Provider Server based Applications and Service Service applications provided as a Customer Customer Customer Provider Provider Customer service
Service Provider provides tools Service Service Service Service Service Service identified in Schedule 22, Provider Provider Provider Provider Provider Provider Service Provider Software Customer provided tools Service Service identified in Schedule 19, Customer Customer Customer Provider Provider Customer Customer Software

Page 5 ends

SCHEDULE 29

CUSTOMER INSURANCE REQUIREMENTS
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA
AND

SERVICE PROYIDER
Schedule 29 - Customer Insurance Requirements
Schedule 29
Customer Insurance Requirements

INSURANCE COVERAGE REQUIREMENTS

FOR PROFESSIONAL SERVICES
Without limiting the Service Provider's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Service Provider shall purchase and maintain in full force and effect during the period of performance of the Agreement and for thirty-six (36) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance but only to the extent of the liabilities assumed by Service Provider as set forth in the Indemnification Article of this Agreement as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Service Provider's insurance. The minimum coverage, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01 . Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury

2. Exact structure and layering of the coverage shall be left to the discretion of Service Provider; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Service Provider to comply with the insurance requirements of this Agreement
a. Coverage shall be on a "pay on behalf" basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1 ,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

Page 2 of 5 ends

Schedule 29 - Customer Insurance Requirements
In the event that the Services being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Service Provider and/or its Sub-contractors involved in such activities shall provide coverage with a limit of one million dollars ($1 ,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1 ,000,000) each accident/Bodily Injury and one million dollars ($1 ,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Service Provider included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Service Provider or any Sub-contractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Service Provider and its employees. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than fifteen million dollars ($15,000,000) per occurrence or fifteen million dollars ($15,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney's Office.

E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds but only to the extent of the liabilities assumed by Service Provider as set forth in the Indemnification Article of this Agreement in respect to liability arising out of Service Provider's work for City, using Insurance Services Office (ISO) Endorsement CG 20 1 O 11 85, or the combination of CG 20 l 0 03 97 and CG 20 37 10 01 , or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Service Provider shall contain language or be endorsed to contain wording making it primary insurance but only to the extent of the liabilities assumed by Service Provider as set forth in the Indemnification Article of this Agreement as respects to, and not requiring contribution from, any other insurance which the indemnities

Page 3 ends

Schedule 29 - Customer Insurance Requirements
may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Service Provider's insurance.

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or material modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (1 O} days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or material modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

4. Other Endorsements. Other endorsements may be required for policies other . than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Schedule 29, above.

F. ADDITIONAL INSURANCE RELATED PROVISIONS
Service Provider and City agree as follows:

1. Service Provider agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Service Provider, provide the same minimum insurance coverage required of Service Provider, except as with respect to limits. Service Provider agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Service Provider agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Service Provider agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Service Provider for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

3. The City reserves the right to withhold payments from the Service Provider in the event of material noncompliance with the insurance requirements set forth in this Agreement.

Page 4 of 5 ends

Schedule 29 - Customer Insurance Requirements
G. EVIDENCE OF COVERAGE
Prior to Effective Date of this Agreement, Service Provider, and its Sub-contractor shall, at its sole cost and expense, purchase and maintain not less than the minimum insurance coverage with the endorsements indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City however, such satisfactory approval shall not be unreasonably withheld, and as described in this Agreement. Service Provider shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

H. EVIDENCE OF COMPLIANCE
Service Provider or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. In the event of any claim or potential claim and upon City's reasonable request, Service Provider shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara
Information Technology Department
P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096
Telephone number:

Fax number:

Email address:

I. QUALIFYING INSURERS
John's Creek, GA 30097
951-766-2280
770-325-0409
[email protected]
All of the insurance companies providing insurance for Service Provider shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Page 5 of 5 ends

SCHEDULE 30

CUSTOMER ETHICS POLICY
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANT A CLARA
AND

SERVICE PROVIDER
Schedule 30
Customer Ethics Policy

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN

AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA
Termination of Agreement for Certain Acts.

A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

1. If a Service Provider1 does any of the following:
a. Is convicted2 of operating a business in violation of any Federal, State or local law or regulation;
b. Is convicted of a crime punishable as a felony involving dishonesty3; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract; d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a City Service Provider or subService Provider; and/or, e. Made (or makes) any false statement(s) or representation(s) with respect to this Agreement.

2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Service Provider can be imputed to the Service Provider when the conduct occurred in connection with the individual's performance of duties for or on behalf of the Service Provider, with the Service Provider's knowledge, approval or For purposes of this Agreement "Service Provider" means any of the following: an owner or co-owner ofa sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock ofa corporation] and who is active in the day to day operations of that corporation.
2 For purposes of this Agreement, the words "convicted" or "conviction" mean a judgment or conviction ofa criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea ofnolo contendere within the past five (5) years. 3 As used herein, "dishonesty" includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.

Page 1 ends

acquiescence, the Service Provider's acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

B. The City may also terminate this Agreement in the event any one or more of the following occurs:

1. · The City determines that Service Provider no longer has the financial capability4 or business expetience5 to perf01m the terms o( or operate under, this Agreement; or,

2. If City detemunes that the Service Provider fails to submit information, or submits false infonnation, which is required to perfonn or be awarded a contract with City, including, but not limited to, Service Provider's failure to maintain a required State issued license, failme to obtain a City business license (if applicable) or failure to provide and maintain bonds and/or insurance policies required under this Agreement.

C. In the event a prospective Service Provider (or bidder) is ruled ineligible (debmrnd) to participate in a contract award process or a contract is terminated pursuant to these provisions, Service Provider may appeal the City's action to the City Council by filing a written request with the City Clerk within ten (10) days of the notice given by City to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the City Clerk. The Service Provider will have the burden of proof on the appeal. The Service Provider shall have the opportunity to present evide.oce, both oral and documentary, and argument.
4 Service Provider becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Service Provider.
5 Loss ofpersom1el deemed essential by the City for the successful performance of the obligations of the Service Provider to the City.

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Schedule 30 - Customer Ethics Policy
AFFIDAVIT OF COMPLIANCE WITH ETffiCAL STANDARDS
l hereby state that 1 have read and understand the language, entitled "Ethical Standards" set forth in Exhibit D. I have the authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records, and I have made appropriate inqrury of those individuals potentially included within the definition of "Service Provider" contained in Ethical Standards at footnote 1.

Based on my review of the appropriate documents and my good-faith review of the necessary inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to said "Service Provider" category [i.e., owner or co-owner of a sole proprietorship, general partner, person who controls or has power to control a business entity, etc.] has been convicted of any one or more of the crimes identified in the Ethical Standards within the past five (5) years.

The above assertions are true and cot1'ect and are made under penalty of pe1jmy under the laws of the State of California.

UNISYS CORPORATION
a Delaware corporation
Name: Robe1t Von Essen
Title: Director of Public Sector Accounts

NOTARY'S ACKNOWLEDGMENT TO BE ATTACHED
Please execute the affidavit and attach a notary public's acknowledgment of execution of the affidavit by the signatory. If the affidavit is on behalf of a corporation, partnership, or other legal entity, the entity's complete legal name and the title of the person signing on behalf of the legal entity shall appear above.

Written evidence of the authority of the person executing this affidavit on behalf of a corporation, pa1tnership, joint venture, or any other legal entity, other than a sole proprietorship, shall be attached.

Page 3 ends

California All-Purpose Acknowledgment CIVIL CODE§ 1189 = =--... -~~- .: --- ~---=-... •.=, · == - - - -~ .. :...-... -=--= ... :.. ~----:..-·-~~ . .;;,-;,_ _~~ .. ...-:~ =- ==== - = =;, A notary public or other officer completing this certificate verifies only the identity oftbe individual who signed the document to which this certificate is attached, and not the truthfulness, accurncy, or validity of that document.

STATE OF CALIFORNIA }
ss

COUNTY OF SANTA CLARA
On May 3, 2017, before me, Annette Agee, a Notary Public, personally appeared Robert Von Essen who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of Cali forrua that the foregoing paragraph is true and correct.
•

ANNETTE AGEE
< Noterv Public • California
z Santa Clara Countv z Commlaalon ti 2t87760
M Com ... £11 res Mar 23, 2021
TI-TIS CERTIFICATE MUST BE A IT ACHED TO THE DOCUMENT DESCRIBED BELOW:

Unisys Corporation
Schedule 30 Customer Ethics Policy to Master Service Agreement City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
21-706 Agenda Date: 6/15/2021

REPORT TO COUNCIL

SUBJECT
Approval to Authorize the City Manager to Exercise Four One-Year Options to Extend the Agreement with Unisys Corporation for Information Technology Outsourcing Services with a Maximum Compensation of $8,356,309 for the Initial Option Ending June 30, 2022 and Future Options Subject to the Annual Appropriation of Funds

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City has utilized Information Technology Outsourcing services for close to 35 years. The current agreement with Unisys Corporation was approved by Council on May 16, 2017. The agreement was preceded by a comprehensive IT sourcing strategy that evaluated insourced, outsourced and hybrid models. This was followed by a competitive Request for Proposal (RFP) procurement process. This sourcing strategy defined the outsourcing services that best met the City’s requirements and formed the basis of the statement of requirements that was included in the RFP. The RFP process included an extensive evaluation process followed by updated proposals and reference checks being performed. The comprehensive selection strategy included a high degree of departmental participation that allowed the City to take a holistic view of its IT needs. Through this process, Unisys was selected as the “best value” and lowest cost service provider most closely aligned to the City’s vision, with capabilities to best satisfy the City’s requirements.

This is a performance based and continuous improvement contract. Service Level Agreements are reported regularly covering key service elements such as system availability/uptime, incident/request response and resolution times, and security monitoring and remediation.

The detailed statement of work (SOW) attached defines Unisys’ responsibilities to provide the City with comprehensive IT services for all major service areas including IT infrastructure, applications and web, departmental IT solutions, end-user services, and cross-functional capabilities such as a 24x7 management of mission critical systems, helpdesk, cyber security, and project management.

The contract also provides for enterprise class tools such as the ServiceNow platform for incident and service request management, change management, configuration management, and knowledgebase.

The initial term of the Unisys agreement was four years, ending on June 30, 2021. The contract also includes four, one-year options to extend the agreement at the City’s sole discretion. Based on Unisys’ performance over the initial term of the agreement, Staff recommends exercising the option years.

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Due to the extensive domain knowledge and expertise needed to manage the City’s IT systems and services in a quality, stable and secure manner, and transition costs and business disruption of changing providers, it is beneficial that these types of contract relationships be long term.

DISCUSSION
Over the past four years Unisys has met/exceeded the performance based (SLA) aspects of the contract and is continuously striving to improve and mature its service delivery. Their scope of responsibilities at the City spans two high availability data centers, approximately 260 servers, 50 databases, VoiP/Telephone services for over 1,000 users, email and applications management for over 1,200 users, 880 desktops, 390 laptops, 650 mobile devices, 100 Multi-Function Devices/printers and 164 business applications supporting citywide and departmental core services and business processes. On average 675 tickets are entered monthly into ServiceNow and handled by Unisys staff supporting the City.

Unisys has assisted the City in delivering an impressive list of technology accomplishments, including but not limited to: implementing the City’s Public Safety Dispatch system (Hexagon), upgrading PeopleSoft Human Capital Management and Financial Management systems, upgrading our Utility Billing System (Northstar), redesigning the City’s (award winning) website, implementing our Agenda Management system (Legistar), refreshing City desktops/laptops while migrating City users to Windows10 and Microsoft O365, and a steady improvement of our cybersecurity posture as the City has continually adapted and improved our cyber defense and response capabilities. This includes hardening our systems and enhancing our vulnerability management program. Cybersecurity has been a key focus area for the City.

Unisys has played a key role in several awards and accolades the City has achieved, including the MISAC Excellence in IT Practices for all years Unisys has supported the City, The 2020 Pinnacle Award for Website, the 2020 NWPPA Excellence in Communications award, and the 2020 CAPIO EPIC Award.

Given the nature of the Unisys services and the ability to manage systems remotely, Unisys was instrumental in helping the City transform our IT services and rapidly respond to the remote access needs due to COVID-19 shelter in place and social distancing requirements. They were able to expand their remote workforce from 10% to 95% in one week, while accelerating remote service capabilities and upskilling their staff to work remotely without any interruption of services to the City.

Unisys also worked tirelessly with City IT staff to transform the City’s capabilities to work remote including rapidly deploying laptops and remote access capabilities to City staff, implementing Zoom for public meetings, deploying Microsoft Teams to all City employees for remote collaboration and meeting capabilities, implementing an online portal to ensure all employees had access to key Citywide communications while remote, rolling out softphone capabilities to allow City staff to get their City phone calls on the computer and mobile devices. Given security concerns of remote work they helped implement additional security features such as disk encryption on laptops, ensuring all laptops go through our web filtering service even when outside the network, and enabling a device level firewall to prevent malware attacks and malware spreading.

Unisys also played a key role in helping the City with community related actions in response to COVID-19 such as implementing the technology for the Muni-Service Drive-through services, helped identify utility customers qualified for billing discounts, updated tariff factors, assisting with the online City of Santa Clara Page 2 of 3 Printed on 6/11/2021
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donations for Help Your Neighbors Program, and the Small Business Loan Program.

Unisys is a valued service provider who has continually shown their commitment to the City. Unisys employees continually demonstrate their willingness to do all they can to help the City achieve our technology objectives. As a corporation Unisys has shown their willingness to work with the City in times of hardship. Based on COVID budget concerns, Unisys has agreed to waive contractual Cost of Living Adjustments for Fiscal years FY20-21 and FY21-22 saving the City several hundred thousand dollars.

Based on all of the above, Staff recommends continuation of Unisys services by exercising the renewal option years pursuant to the terms of the Agreement.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a "project" within the meaning of a California Environmental Quality Act ("CEQA") pursuant to the CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

FISCAL IMPACT
The FY 2021/22 and FY 2022/23 Proposed Operating Budget includes funding for Unisys services in the Information Technology Services Fund. The contract cost for FY 2021/22 is $ 8,356,309. Funding for future years is subject to the annual appropriation of funds.

COORDINATION
This report has been coordinated with the Finance Department and the City Attorney's Office.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Authorize the City Manager to exercise up to four one-year options to extend the Agreement with Unisys Corporation for Information Technology Outsourcing Services, with the final option term ending on June 30, 2025 assuming all options are exercised, with a maximum compensation of $8,356,309 for the initial option year ending on June 30, 2022 and future option years subject to the annual appropriation of funds.

Reviewed by: Gaurav Garg, Director/CIO, Information Technology Department Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Unisys Master Services Agreement & Schedules
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A motion was made by Councilmember Jain, seconded by Councilmember Watanabe, to authorize the City Manager to exercise up to four one-year options to extend the Agreement with Unisys Corporation for Information Technology Outsourcing Services, with the final option term ending on June 30, 2025 assuming all options are exercised, with a maximum compensation of $8,356,309 for the initial option year ending on June 30, 2022 and future option years subject to the annual appropriation of funds.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-427 Agenda Date: 5/27/2025

REPORT TO COUNCIL

SUBJECT
Action on a Resolution Accepting the Stevens Creek Boulevard Vision Study

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara, City of San José, City of Cupertino, County of Santa Clara, and the Santa Clara Valley Transportation Authority (VTA) are finalizing the Stevens Creek Boulevard Corridor Vision Study (Study), which is a two-year, community-based, multi-jurisdictional transportation study for the Stevens Creek Boulevard/West San Carlos corridor. The goal is to create a vision for this corridor focusing on complete streets, multi-modal transportation improvements, and possible highcapacity transit options to connect Diridon Station in San José through Santa Clara and to the De Anza College/Highway 85 area in Cupertino.

The Stevens Creek Boulevard corridor (Attachment 1), beginning at Foothill Boulevard and extending east to Diridon Station, is a major roadway that connects regional job centers focusing on health, education, and tech to housing and commercial areas. Prominent sites along the corridor include De Anza College, Main Street Cupertino, former Vallco mall (currently under development), Apple headquarters, Agilent Technologies headquarters, various commercial sites in Santa Clara, and five San José Urban Villages, one of which includes the Santana Row/Valley Fair shopping district, and the new West San José Innovation Zone. Additionally, the Stevens Creek Boulevard area is identified as a "Future Focus Area" in the City of Santa Clara's General Plan.

The corridor has experienced growth in commercial and residential land uses, and it is anticipated that this trend will continue. In 2019, the cities of Cupertino, Santa Clara, San José, and the County of Santa Clara adopted resolutions in support of initiating a “vision study” of the Stevens Creek Corridor (Attachment 2). Adopting these resolutions formalized interest in creating a common vision for improved mobility along Stevens Creek Boulevard, including potential improvements to pedestrian, bicycle, and transit infrastructure to enhance quality of life for all community members residing in and using the corridor. It should be noted that this is a planning study only and does not include design, environmental review, or construction of any improvements. At the completion of the work effort, if the jurisdictions decide to move forward with specific plans or improvements, then additional funds would be required for study, design, and construction.

In August 2022, the City Council authorized staff to move forward with the Study. On behalf of the participating agencies, the City of San José procured transportation consultant services (Iteris Inc. and Winter Consulting) for the Study and entered into funding reimbursement agreements with all participating jurisdictions. The Study consulting team began initial engagement in early 2023, with City of Santa Clara Page 1 of 7 Printed on 5/23/2025
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various community groups and stakeholders along the Stevens Creek Boulevard corridor.

Additionally, a Steering Committee and Community Advisory Group were formed to provide guidance and feedback on the Study.

Stevens Creek Corridor Steering Committee: A Stevens Creek Corridor Steering Committee (Steering Committee) was formed and includes elected officials from the Cities of Santa Clara, Cupertino, San José, and the County of Santa Clara. Former Councilmember Teresa O’Neill, former Councilmember Anthony Becker, and Mayor Gillmor have served on this committee. On January 14, 2025, the Council approved Vice Mayor Kelly Cox to serve on the Steering Committee. Since 2020, the Steering Committee has met seven times (five times since start of the Vision Study).

Community Advisory Group: To enhance community involvement and advise the Steering Committee, the Study includes a Community Advisory Group (CAG) that provides public input on corridor needs and potential improvements. The CAG is comprised of 12 community members representing various community interests such as bicycle and pedestrian advocates, business owners, neighborhood associations, and students. Santa Clara Bicycle and Pedestrian Advisory Committee (BPAC) member Perry Penvenne is part of the CAG. The Study has been coordinated with the City’s BPAC, the Steering Committee, CAG, various stakeholders, and the public. It was a regular item on the Santa Clara BPAC Agenda, with the BPAC providing input and feedback. On January 27, 2025, the BPAC reviewed the final draft and voted to recommend that City Council consider adopting the Study.

The Study provides an overall vision and implementation recommendations plan for multimodal transportation improvements on the corridor. These improvements are consistent with the goals of the City’s Climate Action Plan, Santa Clara Bicycle Plan, Santa Clara Pedestrian Masterplan, and the City’s Complete Streets Policy, which has a goal of creating and maintaining streets that provide safe, comfortable, and convenient travel. Accepting this Study will provide all participating agencies with a potential roadmap to improve transportation along this important and vital corridor in Santa Clara County.

DISCUSSION
This planning level document focuses on the nine-mile Stevens Creek Boulevard/West San Carlos Street corridor from Foothill Boulevard (Cupertino) and extending east to Diridon Station (San José).

The Study (Attachment 3) provides a high-level vision of potential multi-modal transportation improvements along the corridor. As part of the plan, a corridor Vision Statement and Values/Guiding Principles were established, as well as an implementation recommendations plan.

The Study is divided into three chapters:

1. Corridor Vision

2. Implementation Planning Process/Engagement

3. Implementation Recommendations Plan
Each chapter is summarized below.

Corridor Vision
A major component of the Study was creating a shared vision for potential long-term transportation goals for the corridor. To facilitate this, a Vision Statement and Values/Guiding Principles were City of Santa Clara Page 2 of 7 Printed on 5/23/2025
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created to reflect the variety of community goals for the corridor.

Vision Statement: The Vision Statement establishes high-level transportation priorities for the corridor and includes the following three overall goals:

1. Create a high-capacity transit system to connect the affected cities along the corridor for reliable travel to local and regional destinations

2. Improve pedestrian and bicycle infrastructure to connect neighborhoods and provide a stressfree and enjoyable environment

3. Facilitate safe and efficient travel along the corridor for connections to neighborhoods, businesses, and expressways/freeway
Values/Guiding Principles: To facilitate future implementation of the Vision Statement, shared Values/Guiding Principles were established and include the following five themes:

1. Ongoing Collaboration

2. Safety of All Corridor Users

3. Create a Sustainable Environment to Prioritize People

4. A Transit Corridor

5. Convenience and Connectivity
The full text of the Vision Statement and Values/Guiding Principles are provided in Attachment 4.

Implementation Planning Process/Engagement
Community engagement was a major component of advancing the Study and a variety of outreach strategies were used to seek input from stakeholders. The following outreach methods were implemented:
· Stakeholder interviews
· Focus Groups (4)
· Pop-ups (4)
· Corridor tours (2)
· Online webinars (4)
· Community Advisory Group meetings (4)
· Steering Committee meetings (6)
· Project website/City communications (social media, emails) · Online survey
· Meeting with BPACs and other committees at the various agencies A summary of the overall feedback themes that were gathered over of course of the Study is provided in Attachment 5.

It is important to note that the Vision Statement, Values/Guiding Principles, and Implementation Recommendations Plan were developed and refined based on the feedback received during engagement activities and through the work of the Community Advisory Group and Steering Committee.

Implementation Recommendations Plan
The Implementation Recommendations Plan includes a variety of projects, improvements, and City of Santa Clara Page 3 of 7 Printed on 5/23/2025
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programs that should be further evaluated in order to improve transportation options along the corridor. The recommendations are grouped in six themes and a general completion timeline goal is included for each recommendation. It is important to note that there is no available funding to study, develop, design, or construct/implement these recommendations. Staff from the partner agencies will collaborate on potential outside funding sources (such as grant funding and/or state/federal funding) to help advance these recommendations.

Near-Term (Completion Goal - Approximately 5 Years): These recommendations can be implemented in shorter timeframes with near-term benefits.

1. Corridor Identity and Maintenance
· Convene businesses and business groups for joint advertising and branding opportunities, marketing and special events, public safety and hospitality, and small business grants/loan opportunities
· Coordinate street cleaning and maintenance activities · Community business resources
· Coordinate speed enforcement and speed reduction efforts · Develop a process for ongoing community input and engagement for corridor issues through the Stevens Creek Boulevard Corridor Steering Committee

2. Transit Speed, Reliability and Experience
· Develop an administrative policy for the four agencies operating signals in the Corridor (the Cities of Cupertino, Santa Clara, and San José and the County of Santa Clara) to collaborate with the VTA to implement a corridor-wide transit signal priority through a centralized system
· VTA to develop a speed and reliability improvement plan for the frequent network routes of 23, 51, and 523 with a Working Group of Corridor Agencies to determine priorities, funding and phased implementation

3. Corridor Pedestrian and Bicycling Infrastructure
· Physically protect/separate/buffer bicycle lanes on Stevens Creek Boulevard and West San Carlos Street to provide separation of bicyclists from vehicles while maintaining access to driveways
· Widen sidewalk widths consistent with City standards through dedications by new land use development
· Plant shade trees on the sides of the Stevens Creek Boulevard and West San Carlos Street Corridor. This would be developed within an urban forestry framework with sustainable funding for tree maintenance
· Review locations for installation of median refuge islands · Review the potential for leading pedestrian intervals at signalized intersections (LPIs) · Implement pedestrian-oriented lighting when street lighting is installed or replaced in the corridor

4. Walking and Bicycling Network Connections
· Agencies to prioritize pedestrian and bicycle improvement projects adjacent to the corridor to provide network connections with a focus on the following projects:

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o Pruneridge Avenue Complete Streets Project (City of Santa Clara) o Moorpark Avenue Traffic Safety Project (City of San José) o De Anza Blvd Buffered Bike Lanes (City of Cupertino)
o Lawrence Mitty Park Trail (City of Cupertino)
Mid-Term (Completion Goal - Approximately 10 Years): These recommendations require more development time due to their complexity and costs.

5. Intersection and Crossing Improvements
· Initiate priority intersections and crossings projects to minimize inconvenience and maximize safety for all users. These include:
o Implement enhanced, high-visibility crossings for pedestrians and bicyclists o Implement curb extensions and protected intersections o Prioritize crossings of barriers for pedestrians and bicycles o Review key hot spots for crossing improvements such as Monroe Street and Stevens Creek Boulevard at I-880 for potential reconfiguration to accommodate clearer travel patterns for all modes of transportation Long-Term (Completion Goal - Approximately 20+ Years): The recommendation for a separated, high-capacity transit service on the corridor will require considerable time, effort, and resources from each corridor partner agency. These types of improvements will involve state and federal funding and typically have a long duration from concept to completion.

6. Separated High-Capacity Transit
· Scope and pursue funding for a preliminary engineering and alternatives analysis for options for separated high-capacity transit improvements along the corridor. This is the first step of evaluating the feasibility, costs, and impacts of implementing a separated highcapacity transit system to serve the corridor Dec 18, 2024 Steering Committee Meeting: At the December 18, 2024 Steering Committee Meeting, the Steering Committee determined that it would continue to meet moving forward to provide guidance, direction, and oversight of the Implementation Recommendations Plan. In this meeting, a recommendation was made for agencies to:
· Approve the Study
· Change the name of the Implementation Plan to Recommendation Plan · Conduct Study Sessions at each Board/Council if necessary While there has been overall community support for the Study effort, there are opposing community member opinions about the potential removal of parking and/or travel lanes to accommodate the recommended improvements. It is important to note that approval of the Study does not approve the removal of parking and/or travel lanes along the corridor. Any further discussion of removal of parking and/or travel lanes will involve more community and property owner discussion with final decisions resting with the appropriate authorities within the various agencies.

March 4, 2025 Santa Clara City Council Study Session: On March 4, 2025, the Santa Clara City Council held a study session for the Study. Staff provided a presentation on the overall effort City of Santa Clara Page 5 of 7 Printed on 5/23/2025
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including information related to following Study components: Community outreach/feedback, Vision Statement, Implementation Recommendations Plan, Community Advisory Group meetings, Steering Committee, and Next steps. Council supported the efforts to date and had feedback related to future potential parking/travel lane removals, bus speed and reliability, future public/private partnerships, next steps, and desire to have this Study effort be a model of other joint agencies collaboration efforts. Community members provided overall support for the Study effort with recommendations to continue the progress made and to move to implementation as soon as possible.

Next Steps: If approved by all participating agencies, the next steps for the Study include reconvening the Stevens Creek Vision Steering Committee to lay out near, mid, and long-term plans, which include looking for joint funding opportunities.

ENVIRONMENTAL REVIEW
The action being considered to adopt the Study does not constitute a “project” within the meaning of California Environmental Quality Act (“CEQA”) pursuant to California Code of Regulations Section 15378(a) as it has no potential for resulting in either direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. Notwithstanding the foregoing, the Study is exempt from CEQA pursuant to Section 15262 of CEQA Guidelines as the Study is a planning document for future possible actions which the City has not yet approved, adopted, or funded. Future environmental review will take place should the Study move forward to design and construction.

FISCAL IMPACT
The City entered into a Funding Agreement with the City of San José to provide Santa Clara’s share of funding to support the Study.

There is no immediate fiscal impact resulting from the adoption of the Study. However, by accepting this Study and directing staff to work collaboratively through the intra-jurisdictional working group to continue to study, develop, find funding, and implement the recommendations included in the Vision Study, costs related to City staff time to support the effort will be incurred. It is also important to note that there will be future costs associated with studying, developing and implementing any of the recommendations in the implementation plan. The Study includes high-level estimates of potential costs to implement some of the recommended project improvements in the Study. This information is included to provide an overall indication of funding needed for certain improvements and will be refined and updated as part of the next steps for the joint agency effort.

COORDINATION
This item was coordinated with the City Attorney’s Office and the City Manager’s Office. The preparation of the Study included involvement from the City of Cupertino, City of San José, County of Santa Clara, Valley Transportation Authority, community members, the Stevens Creek Boulevard Vision Study Steering Committee, and the Santa Clara Bicycle and Pedestrian Advisory Committee.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s City of Santa Clara Page 6 of 7 Printed on 5/23/2025
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Office at (408) 615-2220, email [email protected] or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Adopt a resolution accepting the Stevens Creek Boulevard Vision Study and directing staff to work collaboratively through the intra-jurisdictional working group to continue to study, develop, find funding, and implement the recommendations included in the Vision Study as directed by the City Council.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Location Map

2. 2019 Santa Clara Resolution

3. Stevens Creek Boulevard Vision Study

4. Vision Statement and Values/Guiding Principles

5. Summary of Overall Feedback Themes

6. Resolution
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Attachment 1 – Study Area Location Map
Study Area
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RESOLUTION NO. 19-8781

A RESOLUTION OF THE COUNCIL OF THE CITY OF SANTA

CLARA TO SUPPORT WORKING COLLABORATIVELY WITH THE

SANTA CLARA VALLEY TRANSIT AUTHORITY (VTA) AND THE

CITIES OF CUPERTINO AND SAN JOSE TO DEVELOP A

COMPLETE STREETS AND TRANSIT STUDY, INCLUDING

OPTIONS OF HIGH CAPACITY TRANSIT, FOR THE STEVENS
CREEK BOULEVARD CORRIDOR.

BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, Santa Clara staff and Councilmembers have participated in discussions with neighboring communities since a multi-jurisdictional group was established by the San Jose City Council on August 8, 2017, comprised of the cities of Santa Clara, San Jose, Cupertino, Santa Clara County and the Santa Clara Valley Transportation Authority (VTA) to discuss key regional issues affecting West San Jose, with a focus on transportation and circulation; WHEREAS, the cities of Santa Clara, Cupertino, and San Jose along with VTA jointly developed and submitted a grade separated high-capacity transit concept along Stevens Creek Boulevard to the Plan Bay Area 2040 process;
WHEREAS, Santa Clara Valley Transportation Authority's (VTA) role as County congestion management agency (CMA) and transit provider for Santa Clara County enables it to bring together multiple cities and Santa Clara County together to study upgrading a corridor such as Stevens Creek Boulevard into a multi-modal, transit supportive corridor; WHEREAS, the Santa Clara City Council approved on September 12, 2017 the formation of a Stevens Creek Urban Village Taskforce to address land use on shared borders; WHEREAS, the City of Santa Clara General Plan contains Circulation policies that include complete streets elements; and
WHEREAS, the City of Santa Clara adopted Resolution 18-8593 on August 21, 2018, which adopted a Complete Street Policy to support the design of roadways to safely accommodate all users including bicyclists, pedestrians, transit riders, children, senior citizens, disabled people, and motorists.

Resolution to collaborate with VTA & neighboring cities Rev: 11 /22/17

Page 1 ends

NOW THEREFORE, BE IT FURTHER RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

1. That the City of Santa Clara supports a study exploring transit options including Complete Streets along the Stevens Creek Boulevard corridor.

2. That the study considers potential options for a grade separated high capacity transit system for the Stevens Creek Boulevard corridor, that connects the Cities of San Jose, Santa Clara, and Cupertino, that is supported by, and developed in collaboration with, the Santa Clara Valley Transportation Authority.

3. That the options considered in the study do not adversely affect streets in the City of Santa Clara.

4. That the City Manager or designee is authorized to assess resources needed to develop these projects and report findings to the City Council.

5. Effective date. This resolution shall become effective immediately.

I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 19TH DAY OF NOVEMBER, 2019, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

Attachments incorporated by reference: None
Davis, Hardy, Mahan, O'Neill, and Watanabe,
and Mayor Gillmor
None
Chahal
None
ATTEST: ~

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Resolution to collaborate with VTA & neighboring cities Rev: 11 /22/17

Page 2 ends

Prepared by Iteris, Inc. and Winter Consulting
December 2024
Stevens Creek Boulevard Corridor

VISION STUDY

SUMMARY OF ANALYSIS RESULTS
May 7, 2024

V I S I O N
Stevens Creek
Boulevard Corridor
CiTYOf
CUPf:Jt'T
a ~NO
V, Sal"lt.lCla-t,!IV*
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STEVENS CREEK BOULEVARD VISION STUDY | i

ACKNOWLEGEMENTS
Stevens Creek Boulevard Corridor Vision Study Corridor Steering Committee
Vice Mayor Rosemary Kamei, City of San José (Chair)
Supervisor Cindy Chavez, Santa Clara County (Vice Chair) Supervisor Susan Ellenberg, Santa Clara County
Councilmember Hung Wei, City of Cupertino
Vice Mayor Kitty Moore, City of Cupertino
Council Member Dev Davis, City of San José
Mayor Lisa Gillmor, City of Santa Clara
Board Member Margaret Abe-Koga, Santa Clara Valley Transportation Authority (VTA) Board
Stevens Creek Boulevard Corridor Vision Study Working Group John Sighamony, VTA
Tamiko Percell, VTA
David Stillman, City of Cupertino
Matt Shroeder, City of Cupertino
Chris Corrao, City of Cupertino
Ramses Madou, City of San José
David Gomez, City of San José
Jamie Sidhu, City of San José
Aaron Zeelig, City of San José
Natasha Opfell, City of San José
Wilson Tam, City of San José
Raania Mohsen, City of San José
Alex Dersh, City of San José, District 1
Michael Liw, City of Santa Clara
Nicole He, City of Santa Clara
Lesley Xavier, City of Santa Clara
Steve Chan, City of Santa Clara
Reena Brilliot, City of Santa Clara
Ben Aghegnehu, County of Santa Clara
The Study was initiated through the hard work of the previous Stevens Creek Corridor Boulevard Steering Committee which included
Vice Mayor Chappie Jones, City of San José (previous Chair) Council Member Dev Davis, City of San José
Council Member Elect, Rosemary Kamei, City of San José
Mayor Darcy Paul, City of Cupertino
Council Member Kitty Moore, City of Cupertino
Mayor Lisa Gillmor, City of Santa Clara
Council Member Anthony Becker, City of Santa Clara
Council Member Teresa O’Neill, City of Santa Clara
Supervisor Susan Ellenberg, Santa Clara County
Supervisor Cindy Chavez, Santa Clara County
Stevens Creek Boulevard Corridor Vision Study Community Advisory Group
Ofisa Pati, Asian Americans for Community Involvement (AACI) Maria Ines Ortega, Cadillac Winchester Neighborhood Association Bob Levy, City of San José District Neighborhood Leadership Group Sheng-Ming Egan, Cupertino 4 All
Seema Lindskog, Walk Bike Cupertino
Shyam “Sean” Panchal, Cupertino Chamber of Commerce
Pam Grey, De Anza College Administration
Manny DaSilva, DeAnza College
Harry Neil, De Anza College Student
Perry Penvenne, Santa Clara Bicycle and Pedestrian Advisory Committee Tracie Johnson, South of Forest Avenue Neighborhood Association Cindy Baldenazi, South of Forest Neighborhood Association Jennifer Shearin, Walk Bike Cupertino
Kirk Vartan, Local Business Owner on Corridor
Chris Giangreco, Winchester Orchard Neighborhood Association We want to send a special thank you for all who participated in the project through online, webinars, surveys, interviews and pop-up events.

STEVENS CREEK BOULEVARD VISION STUDY | ii

TABLE OF CONTENTS
Corridor Vision............................................................................................................................................................................1 Vision Statement...........................................................................................................................................................................................2 Values and Guiding Principles........................................................................................................................................................................2 Implementation Planning Process................................................................................................................................................4 Engagement..................................................................................................................................................................................................4 Implementation Plan...................................................................................................................................................................5

1. Corridor Identity and Maintenance.........................................................................................................................................................6

2. Bus Transit Speed, Reliability, and Experience........................................................................................................................................9

3. Corridor Walking and Biking Infrastructure ...........................................................................................................................................12

4. Walking and Biking Network Connections ............................................................................................................................................15

5. Crossings ...........................................................................................................................................................................................16

6. Separated, High-Capacity Transit ........................................................................................................................................................19

7. Implementation Action Summary ........................................................................................................................................................23 Tables
Table 1: Corridor On-Street Parking Utilization.......................................................................................................................................................................8 Table 2: Current and Planned Corridor Area Bicycle Facilities (in Miles)................................................................................................................................. 15 Table 3: Recommended Corridor Identity and Maintenance Implementation Actions.............................................................................................................23 Table 4: Recommended Bus Speed, Reliability, and Experience Implementation Actions.......................................................................................................24 Table 5: Capital Project Components and Cost Estimate Range ...........................................................................................................................................24 Table 6: Recommended Corridor Walking and Biking Infrastructure Implementation Actions ................................................................................................. 26 Table 7: Physically Protected Bicycle Lane Projects to Compete Corridor .............................................................................................................................27 Table 8: Recommended Walking and Biking Network Connections Implementation Actions ..................................................................................................28 Table 9: Recommended Corridor Crossings Recommended Implementation Actions............................................................................................................29 Table 10: Recommended Separated, High-Capacity Recommended Implementation Actions................................................................................................30 Table 11: Preliminary Estimate for Capital Cost of Separated, High-Capacity Transit Systems................................................................................................31 STEVENS CREEK BOULEVARD VISION STUDY | iii
Figures
Figure 1: The Stevens Creek Boulevard Corridor Vision Study Area..........................................................................................................................................1 Figure 2: Rendering of Before and After Example of Potential High-Capacity, Separated Transit in the Corridor .........................................................................2 Figure 3: An Aerial View of the Corridor Looking West.............................................................................................................................................................3 Figure 4: Incremental Actions to Reach the Corridor Vision ....................................................................................................................................................5 Figure 5: Historic Signs in the Corridor ..................................................................................................................................................................................6 Figure 6: Wayfinding Signage at Meridian...............................................................................................................................................................................6 Figure 8: Corridor Maintenance and Identity Programs ...........................................................................................................................................................7 Figure 7: Slow Speed Public Education on Stevens Creek Boulevard in San José......................................................................................................................7 Figure 9: Rapid 523 Stop Enhancements at De Anza Boulevard...............................................................................................................................................9 Figure 10: Traffic Signals in the Corridor by Operating Agency...............................................................................................................................................10 Figure 11: Bicycle Lane Protection Options .........................................................................................................................................................................12 Figure 12: Concept of Physically Separated Bicycle Lanes, Shade Trees and Bus Island on Corridor.......................................................................................13 Figure 13: Corridor Areas with Right-of-Way Constraints for Sidewalk and Bicycle Lane Implementation ................................................................................13 Figure 14 Existing Bicycle Network in the Corridor Area ........................................................................................................................................................15 Figure 15: Planned Bicycle Network in the Corridor Area ......................................................................................................................................................15 Figure 16: Protected Crossing on McClellan Road in Cupertino ............................................................................................................................................17 Figure 17: Crossing Stevens Creek Boulevard Between Valley Fair and Santana Row .............................................................................................................18 Figure 18: Conceptual High-Capacity, Separated Transit Alignment and Stations in the Corridor............................................................................................19 Figure 19: Conceptual Graphic of Before and After Implementation of Elevated High-Capacity Transit System, West of I-280 ..................................................21 Figure 20: Conceptual Graphic of Before and After Implementation of Elevated High-Capacity Transit System, West of Winchester Boulevard.........................22 Appendices
A. Engagement Summary and Tracker
B. Transit Alternatives Analysis
C. Transit Signal Operations
D. Planned Conditions
E. Parking Survey
F. Conditions Report
STEVENS CREEK BOULEVARD VISION STUDY | 1

CORRIDOR VISION
The nine-mile Stevens Creek Boulevard/West San Carlos Street corridor (Corridor) from Foothill Boulevard to Diridon Station is vital to Santa Clara Valley. The Corridor currently serves 100,000 residents and 80,000 jobs within ½ mile of the roadway. By 2040, these populations are expected to increase to 120,000 residents and 100,000 jobs.
• One-third of corridor residents are under 18 years old, forecast to rise to over 40 percent by 2040
• Almost 20 percent of corridor residents have an annual household income under $50,000.
• 65 percent of households speak languages other than English and over 30 percent have low English proficiency.
• 7.5 percent have a disability
• 5.5 percent live in households without an automobile
The Cities of Cupertino, Santa Clara, and San José, Santa Clara County, and the Santa Clara Valley Transportation Authority (VTA)—the local government agencies responsible for transportation in the Stevens Creek Boulevard Corridor—are committed to continuous investment for pedestrians, cyclists, transit users, and drivers. We recognize that to unlock the corridor's full potential, it is essential to have a shared vision for long-term transportation goals.

Figure 1: The Stevens Creek Boulevard Corridor Vision Study Area ~
STEVENS CREEK BOULEVARD VISION STUDY | 2
Recognizing the need for a unified approach, the Cities, County, and VTA partnered to develop this Vision Statement. This Vision will guide the future of the corridor, ensuring cohesive planning and the coordinated management of transportation improvements.

A Steering Committee of elected officials from the participating agencies, a community advisory group, residents, businesses, and community groups provided the necessary leadership in a cooperative planning process to create a strong and sustainable Vision to guide corridor transportation investments for the next 50 years.

Vision Statement
The Stevens Creek Boulevard Corridor transportation infrastructure changed little in the past 50 years while the area it serves grew into a worldwide hub of innovation. Therefore, we envision the transportation corridor our community deserves to support continued residential and commercial vibrancy: safe and enjoyable travel for people of every age, ability, and chosen mode.

Residents, businesses, and visitors would be served by:
• A high-capacity transit system supported by station access enhancements to connect the Cities of Cupertino, Santa
Clara, and San José from Diridon Station and Downtown San José to De Anza College within twenty minutes, with
connection to Foothill Boulevard, for reliable travel to local and regional destinations. Station areas would be wellmaintained and inviting community assets. • A stress-free and enjoyable walking and bicycling
environment. High-quality pedestrian and bicycle
infrastructure would be prioritized to connect neighborhoods to the corridor within ½ mile or 20-minute walk of transit stops.
• Safe and efficient vehicle travel would be accommodated for connections to neighborhoods, businesses, and
expressways and freeways.

This Vision would be implemented by a continuous, open, and inclusive evaluation process to promote equitable access and use.

Figure 2: Rendering of Before and After Example of Potential HighCapacity, Separated Transit in the Corridor Values and Guiding Principles
The Corridor Vision would be implemented in steps. The committed shared purpose, vision, and values of the Cities of Cupertino, San José, and Santa Clara, Santa Clara County, and the Santa Clara Valley Transportation Authority (VTA) will guide the Vision implementation process:

Ongoing Collaboration
• Continually engage and collaborate with corridor users and decision-makers.

STEVENS CREEK BOULEVARD VISION STUDY | 3
• Incrementally improve access, comfort, speed, and
reliability of transit.
• Embrace technological innovations.

Safety of All Corridor Users
• Eliminate transportation-related fatalities and severe injuries.
• Allow safe passage for vulnerable road users along and crossing the corridor.
• Reduce the level of stress and increase the accessibility of walking and biking,
Create a Sustainable Environment to Prioritize People
• Design for all ages, abilities, and incomes of users. • Maintain the corridor as a clean and inviting place.
• Provide green space and shade, and support native wildlife and plants.
• Foster enjoyable public space.
• Support reduction in greenhouse gas emissions from
transportation.

A Transit Corridor
• Increase transit frequency and speed.
• Favor transit travel time over auto travel time in roadway operations.
• Improve access and comfort of waiting for transit.
• Implement a high-capacity, separated transit service in the corridor.

Convenience and Connectivity
• Improve the convenience of travel for people.
• Ensure access and connectivity for all travelers through investment to meet resident and business needs.
• Enhance neighborhood and business access.

Figure 3: An Aerial View of the Corridor Looking West
STEVENS CREEK BOULEVARD VISION STUDY |
4 IMPLEMENTATION PLANNING PROCESS
The Vision Implementation Plan serves as a framework for actions to achieve a shared Vision for the Corridor. Implementation will occur incrementally on separate project development timelines, involving distinct processes and leadership. Some items will be addressed through routine maintenance or administrative actions at the agency level, while others necessitate months or years of design and development, requiring newly identified funding sources and multijurisdictional cooperation.

Regardless of the specific implementation approach, each component of the Corridor Vision contributes to the overarching goal of safe and enjoyable travel for people of all ages, abilities, and chosen modes. The implementation planning process aligns with the Vision Statement, assessing various options.

Strategies and improvements are drawn from the VTA Community Design and Transportation Manual, refined to match local City and County specifications and standards, ensuring alignment with the area’s unique character.

Engagement
The Vision Statement for the Corridor was developed through extensive community input. Key community needs identified included addressing excessive vehicle speeds, improving safety, enhancing walkability, and achieving a better balance of transportation modes. To realize this vision, the community prioritized improved transit service, complete streets, better integration with the local community, and enhanced connections within the Corridor. Implementation efforts focus on key priorities such as upgraded bicycle lanes, improved streetscape design (including shade trees), transit infrastructure and service investments, and safer pedestrian crossings.

I
I
I
STEVENS CREEK BOULEVARD VISION STUDY | 5

IMPLEMENTATION PLAN
The Vision would be implemented by a continuous, open, and inclusive evaluation process to promote equitable access and use.

The Vision for the Stevens Creek Boulevard/West San Carlos Street Corridor will be implemented cooperatively among Corridor jurisdictions, transportation agencies, and the Corridor residential and business communities.

Investment in improving the multimodal transportation conditions in the Corridor should not wait for separated high-capacity transit, near-term actions can start to improve conditions for today’s users while creating an environment that better leverages future long-term investments. The six (6) recommended implementation components provide a structure to deliver near-term and long-term benefits of the Corridor Vision are:

Near Term (actions with about a 5-year development period) – These actions can be implemented in short timeframes with nearterm benefits.

1. Implement corridor identity and maintenance program(s) to support Corridor businesses and neighborhoods.

2. Improve bus transit speed, reliability, and experience.

3. Implement walking and bicycling infrastructure on the Stevens Creek Boulevard/West San Carlos Street Corridor with an emphasis on physically protected bicycle lanes while maintaining access to driveways.

4. Build out and enhance pedestrian and bicycle network parallel, across and connecting to the Corridor.

The near-term actions would also include the initiation of project development and funding for the high-capacity, separated transit service.

Near to Medium Term (actions with about a 10-year development period) – These actions require more development time due to their complexity and cost. Actions within the next five years will initiate priority projects.

5. Improve intersections and crossings to minimize
inconvenience and maximize safety for all users.

Long Term (actions with at least a 20-year development period) – The Vision of a separated, high-capacity transit service in the Corridor will require considerable time, effort and funding from each Corridor agency. The next step in the project development process is to secure funding for preliminary engineering and alternatives analysis, environmental review and the selection of a locally preferred alternative (LPA).

6. Separate transit from other vehicle operations for highcapacity transit service.

While individual projects would have their own development process with rigorous public engagement, the Corridor agencies should continue their cooperation at the staff and elected official level to bring the Corridor Vision to reality as shown in Figure 4.

Figure 4: Incremental Actions to Reach the Corridor Vision 5 Years 10 Years 15 Years 20 Years 25 Years
Corridor Identity and Maintenance
Transit S eed, Reliabilit , and Ex erience <
Corridor Pedestrian and Bicycle Infrastructure -
V,
Pedestrian and Bi cle Network Connections -
0 Intersection and Crossin Im rovements z
Separated Transit
STEVENS CREEK BOULEVARD VISION STUDY | 6

1. Corridor Identity and Maintenance
The Corridor businesses, neighborhoods, civic groups and government agencies will define a Corridor brand identity(ies) as a premier regional destination to live, work, and shop. These groups will also collaborate to maintain the historic resources, condition of infrastructure and cleanliness of the Corridor.

Transportation infrastructure that complements the community supports environmental, economic, and social considerations to create value to the people who live, work, and shop in the Corridor.

Maintenance of an attractive and clean environment to leverage the unique corridor identity for the enjoyment of residents, workers, and shoppers requires organization and resources.

Corridor Plans
The City of Cupertino Heart of the City and Monta Vista Specific Plans, City of Santa Clara Stevens Creek Boulevard Focus area and City of San José Stevens Creek, Valley Fair/Santana Row, and West San Carlos Urban Villages each envision as streetscape that accommodates more walking, biking, rolling and transit activity. The plans will be implemented through a variety of physical infrastructure and placemaking development actions consistent with the character of a multimodal commercial street. VTA’s Community Design and Transportation Manual further details the relationship of transportation and public life that inform the recommendations of the Corridor Vision Implementation.

Historic Preservation of Signs
The Stevens Creek Boulevard and West San Carlos Street Corridor is home to several vintage and historic signs—predominately in the googie, mid-century style. Current historic signs in the Corridor such as the Safeway (former Futurerama Bowl) Sign, Western Appliance Sign, and the Y Not Sign continue to define a futurelooking aesthetic.

Figure 5: Historic Signs in the Corridor
Transportation Service Signage
The identity of the transportation services and connections of the Corridor have limited visibility.

Transit identity can take a larger
role in the Corridor’s identity
through wayfinding signage,
real-time transit information,
and better identified transit
stops which allow for better
awareness and utilization of the
Corridor transportation assets.

Wayfinding signage can be used
to direct travelers from the
Corridor to routes which
provide connections across
barriers such as the Cypress
Avenue Bridge over I-280.

Figure 6: Wayfinding Signage at Meridian
I It
• G.t.#MO?f'
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• Ulllod:and rir£o.

L :.:.-•--- ....... ., ____ \..,._ -
~--.. -..........

STEVENS CREEK BOULEVARD VISION STUDY | 7
District Management and Maintenance Organizations
Management of public space is usually conducted by municipalities or adjacent landowners, however in some parts of the Corridor, business districts and chambers of commerce were formed to provide business development, clean and maintain public space, provide beautification, create a civic forum, and sponsor events and promotions. These organizations include:
• West San Carlos Street Neighborhood Business District Association
• Winchester Neighborhood Business District
• Cupertino Chamber of Commerce
Figure 8: Corridor Maintenance and Identity Programs
Vehicle Speed Limit
The Corridor speed limit is 35 miles per hour in most locations except for the segment between Lawrence Expressway and
Harold Avenue which has a speed limit of 40 miles per hour. It is recommended this segment’s speed limit be reduced to 35 miles per hour for consistency and more appropriate
conditions for bicyclists.

Vehicle Speed Reduction Enforcement and Education
Enforcement of speed limits and traffic safety
education can improve safety and comfort for
residents, workers and visitors to the Corridor. The
physical character of the roadway gives the
impression of a higher-than-posted speed limit of 35
miles per hour (40 miles per hour from Lawrence
Expressway to Harold Avenue). In advance of implementing infrastructure to actively or passively reduce vehicle speeds, enforcement can be an effective near-term action to address vehicle speed in the Corridor. Speeding is the largest primary traffic collision factor in the Stevens Creek
Boulevard Corridor (30% of
collisions), followed by
related driver factors of
failure to heed traffic signals
or signs (19%), improper
turning (19%), and violations
of vehicle right-of-way (12%).

Deployment of periodic
speed enforcement and
vision zero education
campaigns complement
physical infrastructure
countermeasures to reduce
vehicle speeds.

Figure 7: Slow Speed Public Education on
Stevens Creek Boulevard in San José
On-Street Parking
On-street parking can be an important component of a vibrant commercial corridor. A significant portion of the Stevens Creek Boulevard/West San Carlos Street has on-street parking in the Cities of San José and Santa Clara sections of the roadway. A parking utilization survey in May 2024 analyzed the use of 1,736 parking spaces: 885 directly on Stevens Creek Boulevard/West San Carlos Street, and 851 spaces within 200 feet of the Corridor on adjacent streets. Parking utilization ranged from 30 percent of spaces to 70 percent of spaces depending on location and time of day. As shown in Table 1, the highest utilized section on the Corridor was between Lincoln Avenue and Shasta Avenue and the highest utilized side streets were in the Saratoga Avenue to Richfield Drive section of the corridor.

Source: San José Business Improvement District, Discover Santa Clara, Cupertino Chamber of Commerce
STEVENS CREEK BOULEVARD VISION STUDY | 8
Table 1: Corridor On-Street Parking Utilization
Overall, on-street parking is well utilized throughout the Corridor, especially in areas where businesses are on small lots with limited off-street parking. Preservation of adequate parking is a key consideration for the overall design of the corridor roadway right-ofway, however curbside management which includes consideration of parking turnover, passenger vehicle and transit loading access, commercial loading, bicycle and pedestrian safety as factors should be continued practice to maximize access, mobility, and safety. Any proposed removal of on-street parking in the future should be studied further in coordination with the adjacent land
uses/properties.

During the course of the study, the use of the median for car hauler loading and unloading was mentioned as part of the balance of use in the public right-of-way since alteration of this condition would push the activity to neighborhood side streets.

Recommended Corridor Identity and Maintenance
Implementation Actions for Consideration by Agencies
• Convene businesses and business groups to explore:
o Joint advertising and branding opportunities.
o Marketing and special events
o Public safety and hospitality
o Small business grants/loans
• Communicate business resources to Corridor businesses • Coordinate street cleaning and maintenance including
graffiti removal and sidewalk and vegetation maintenance • Reduce the speed limit to 35 miles per hour from Lawrence Expressway to Harold Avenue
• Coordinate vehicle speed enforcement and speed education efforts
• Develop a process for ongoing community input and
engagement for corridor issues through the Stevens Creek Boulevard Corridor Steering Committee
Lincoln to Shasta 44%
Shasta to 1-880 34%
1-880 to Cypress 41%
Cypress to Saratoga 17%
Saratoga to Richfield 68%
Richfield to Lawrence Expy 42%
STEVENS CREEK BOULEVARD VISION STUDY | 9

2. Bus Transit Speed, Reliability, and
Experience
The Corridor Cities and the County will work with VTA to implement bus speed, reliability and experience improvements in the Corridor.

Buses provide the primary transit mode along the Stevens Creek Boulevard Corridor—the lines serving the corridor are on VTA’s Frequent Network. The improvement of service speed, reliability, and experience is the responsibility of VTA and the Cities and County that own and operate the infrastructure utilized by the bus system.

Since buses in the corridor share the roadway infrastructure with other vehicles, designing and operating the roadway with transit vehicles and riders at the forefront can bring better service, encourage more transit riders, and support affordable and environmentally friendly transportation.

Buses primarily operate in the outside (3rd) lanes of the Corridor with a frequency of about every 10 minutes between the 23 and 523 service. More than 80 percent of the bus stops are locations where the bus stops in the 3rd lane or in a bicycle lane area which blocks the 3rd lane vehicles behind it during stops. The speed limit of 35mph on Stevens Creek can have safety implications for mixed lane operations: in 2020 a motorist fatally rear-ended a VTA bus which was slowing down for a bus stop.

The City of San José General Plan designated the Corridor a Grand Boulevard where the needs of transit vehicles and riders are given priority over other modes of travel. In 2022, the City of San José passed a “Transit First Policy” which further motivates San José to improve transit operations and access on Grand Boulevards.

There are 89 intersections and 74 bus stops (both directions) along the Corridor. The Cities of Cupertino and Santa Clara, as well as San José, partnered with VTA to implement new shelters, seating, lighting, and associated improvements at VTA Rapid 523 bus stops in 2018. The Rapid 523 service operates approximately 22 percent faster than the Local Route 23 service due to stop consolidation, alldoor boarding, and limited signal priority operations. In addition, through VTA’s Bus Stop Balancing program six eastbound and four westbound low ridership or redundant stops were removed.

Other transportation services operating in the corridor include the public Silicon Valley Hopper on-demand shared service in Cupertino and Santa Clara, private employee buses for large employers, and private transportation network companies. Efficiency through the intersections and access to and quality of the bus stops are the focus of the following bus speed, reliability, and user experience improvements.

Figure 9: Rapid 523 Stop Enhancements at De Anza Boulevard Transit Signal Priority
Traffic signals that adjust signal green time based on transit vehicle proximity currently have limited implementation in the Corridor, despite corridor-wide infrastructure and technology in place. An administrative policy for the four agencies operating signals in the Corridor (the Cities of Cupertino, Santa Clara, and San José and the County of San José) to cooperate with VTA to implement a corridorwide transit signal priority through a centralized system would be expected to reduce VTA Rapid 523 travel time by 14% and VTA Local STEVENS CREEK BOULEVARD VISION STUDY | 10
23/51 service by 12%, saving 5.5 minutes and 5.9 minutes for end to end trips respectively.

Queue Jump
A designated waiting areas for buses at the front of an intersection along with leading bus-only green time is referred to as a queue jump. This treatment would be effective at the San Tomas Expressway intersection because the intersection is synchronized north/south to the expressway and therefore could not be a part of the east/west Corridor transit signal priority. This queue jump treatment would be expected to save up to 12 seconds per bus trip through the intersection running east/west or a 0.5% travel time savings for Corridor end-to-end trips.

Figure 10: Traffic Signals in the Corridor by Operating Agency Bus Boarding Islands
Bus boarding islands allow in-lane boarding and remove bus stops from bicycle lanes while providing additional safety protection for cyclists. Implementation of bus boarding islands reduces the amount time of buses spend at a stop and would move bus loading out of bicycle lanes along the Corridor. Full implementation in the Corridor is expected to reduce VTA Rapid 523 travel time by 2.1% and VTA Local 23/51 service by 6.1%, saving 50 seconds and 3.1 minutes for end-to-end trips respectively. The higher travel time savings for local service is due to the higher number of stops in the Corridor.

Real-Time Information
VTA provides real-time arrival and service alert information through a mobile app called Transit and at stop digital signage at light rail and bus rapid transit stations. Provision of this information on digital signs at stops in the Corridor would be a major improvement to rider comfort and understanding of vehicle arrival time.

Transit Experience Improvements
VTA and the Corridor municipalities recently made investments in transit user experience in the corridor through improved shelters, lighting, seating, accessibility, and bicycle racks on buses. Corridor municipalities continue to address fixing cracked sidewalks, tripping hazards, and adding concrete bus pads where asphalt has been impacted by frequent stopping. There will need to be periodic, ongoing capital maintenance activities to maintain the stop areas in a state of good repair.

Curbside Transit/Business Access Lanes
Transit lanes use pavement markings to prioritize buses for improvement to transit speed and reliability. Curbside bus lanes are accessible to emergency vehicles and any other vehicle for rightturns at intersections, driveways, parking maneuvers. Curbside transit lanes can also enhance the visibility and branding of transit service, and provide better visibility for vehicles entering and exiting the roadway from driveways and neighborhood side streets and can also be signed as Business Access and Transit Lanes. Given the width of the roadway and predominately three-lane in each direction configuration, curbside transit lanes could be implemented with limited change to current on-street parking.

Recommended Bus Speed, Reliability, and Experience
Implementation Actions for Consideration by Agencies
• Complete an administrative policy for the four agencies operating signals in the Corridor (the Cities of Cupertino, Santa Clara, and San José and the County of San José) to Agency Signals Operated
City of Cupertino
~ y of Santa Clara
County of Santa Clara
City of San Jose
18 7
1 21
STEVENS CREEK BOULEVARD VISION STUDY | 11
cooperate with VTA to implement a corridor-wide transit signal priority through a centralized system.
• Design and Transportation Manual (CDT) and VTA’s Speed and Reliability Program. VTA will develop a speed and
reliability improvement plan for the frequent network routes of 23, 51, and 523 with a Working Group of Corridor Agencies where priorities, funding and phased implementation.

STEVENS CREEK BOULEVARD VISION STUDY | 12

3. Infrastructure
Corridor Walking and Biking
Residents, businesses, and visitors would be served by a stressfree and enjoyable walking and bicycling environment through the implementation of protected, buffered, or separated bicycle intersections.
facilities the length of the Corridor including protection at Where sidewalks are not to current standard, they
will be improved through dedications of new development.

Balancing modes in the Corridor requires additional promotion of infrastructure for walking and biking. Investment in walking and Street
The streetscape of Stevens Creek Boulevard and West San Carlos and more pleasant stop access.
bicycling infrastructure supports transit riders by providing easier has remained largely unchanged in the last 50 years, even as the communities it serves have grown and diversified. Key maintaining shade trees
ensuring sidewalks meet current width standards, and installing and valuable community asset include upgrading bicycle facilities, improvements to modernize and transform the roadway into a .

Officials (NACTO), protected bicycle lanes should
According to the National Association of City Transportation Protection for Bicyclists
be installed when
consistent basis.
vehicles travel at speeds of more than 25 miles per hour on a Given the speed limit is predominately 35 miles
per hour or higher in the Corridor, the physical separation of bicycle currently implementing
lanes is prudent for safety and comfort. The City of Cupertino is physically separated bicycle lanes along
Stevens Creek Boulevard, and the Cities of Santa Clara and San José plan to implement bicycle separation along the Corridor.

Figure 11: Bicycle Lane Protection Options
Physical bicycle lane separation would include clear space and clear sight lines for vehicles accessing driveways. It may also percent of the sidewalks
While sidewalks are present the entire length of the Corridor, 85 Buildout Sidewalk Width
driveways.
include additional safety treatment for vehicle egress/ingress at are narrower than the standards within
their respective City. Generally, the sidewalks in the Valley Corridor.

Fair/Santana Row area and parts of Cupertino are the widest in the The Corridor has several legacy driveways which slope
through the sidewalk area. Each of the Corridor Cities’ current provide for minimal sloping
standards separate the sidewalk area from the driveway apron to though the pedestrian walking space
which should be implemented as adjacent buildings are developed.

Pedestrian Infrastructure Enhancements
from a
Whether someone is walking to a restaurant, business, or residence parked car or bike, from an adjacent neighborhood, or from a transit stop, high-quality pedestrian infrastructure is important. distances and improve pedestrian visibility.

Sidewalk extensions can be used to shorten intersection crossing Median refuge islands
Source: San José Better Bike Plan, City of San José

SIDEWALK

PARKING

BIKE LANE
BUFFER

SIDEWALK

BIKE LANE

BUFFER W/ STAKES

PARKING

SIDEWALK

BIKE LANE

BUFFER W/ PLANTERS

PARKING

SIDEWALK

BIKE LANE

CURB SEPARATION

PARKING
STEVENS CREEK BOULEVARD VISION STUDY | 13
are a treatment at physically large, busy signalized intersections with long crosswalks. These facilities can provide a safe midpoint for two-stage intersection crossings. Leading pedestrian intervals at signalized intersections allow pedestrians to cross at intersections before vehicles are given a green signal and gives pedestrians priority over turning-vehicles. While conventional street lights are intended to illuminate the roadway for vehicles, pedestrian-oriented lighting illuminates sidewalks and crosswalks to enhance the comfort and safety of walking at night.

Figure 12: Concept of Physically Separated Bicycle Lanes, Shade Trees and Bus Island on Corridor
Shade Trees
Shade trees are sparse in the Corridor. Only 45 percent of blocks have any trees present, and only 23 percent of blocks have trees on both sides of the roadway. Maintenance of a healthy urban forest and green infrastructure lowers the temperature at ground level, reduces glare, reduces stormwater run-off, and provides for native wildlife.

Right-of-Way Constraints
The corridor right-of-way varies block-to-block; however, the Corridor can be characterized by seven generalized segments by the types of transportation infrastructure in place:

A. Cupertino two to four lanes
B. Cupertino six lanes
C. San José/Santa Clara six lanes
D. Valley Fair/Santana Row six lanes
E. West San Carlos Street four lane no current bicycle lane F. West San Carlos Street four lane with bicycle lane
When applying sidewalk, bicycle lane, and vehicle lane standards to the existing right-of-way, areas with constrained right of way are indicated in several sections of the corridor as shown in Figure 13.

Figure 13: Corridor Areas with Right-of-Way Constraints for Sidewalk and Bicycle Lane Implementation Key
- Travel Lane
- Bicycle Lane
- On-Street Parking
- Right-of-Way Constraint
- Raised Median
-- Two Way Left Turn Median
Narrow Sidewalk
and Bike Lane
B
Bike Lane Buffers
Being Installed
Median Two-Way
Left-Turn Lane

SANTA CLARA
C
Narrow Sidewalk
and Bike Lane

JI SANJOSE
SAN JOSE :

D E F E
Narrow Sidewalk
Narrow Sidewalk Narrow Sidewalk Narrow Sidewalk
No Bike Lane No Bike Lane
STEVENS CREEK BOULEVARD VISION STUDY | 14
While these constraints do not limit the feasibility of implementing improvements in the current corridor right-of-way, they do indicate some deviation from standard design may be necessary to meet mobility goals without impacting adjacent land use.

Corridor Walking and Biking Infrastructure Recommended
Implementation Actions for Consideration by Agencies
• Physically protect/separate/buffer bicycle lanes on Stevens Creek Boulevard and West San Carlos Street to provide
separation of bicyclists from vehicle while maintaining access to driveways.
• Widen sidewalk widths consistent with City standards
through dedications by new land use development.
• Plant shade trees on the sides of the Stevens Creek
Boulevard and West San Carlos Street Corridor. This would be developed within an urban forestry framework with
sustainable funding for tree maintenance.
• Review locations for installation of median refuge islands • Review the potential for leading pedestrian intervals at signalized intersections (LPIs).
• Implement pedestrian-oriented lighting when street lighting is installed or replaced in the corridor.

STEVENS CREEK BOULEVARD VISION STUDY | 15

4. Walking and Biking Network Connections
Residents, businesses, and visitors would be served by highquality pedestrian and bicycle infrastructure prioritized to connect neighborhoods to the corridor within a 20-minute walk of transit stops through the implementation of bicycle and pedestrian plans.

The Vision of the Corridor as a multimodal roadway is to be supported by strong connections to walking and bicycling networks.

This allows non-motorized travel for access to transit services and commercial and residential areas.

Each Corridor agency provide improvements to walking and bicycling infrastructure in the Corridor area (within ½ mile of the Corridor). The current and planned status of bicycle infrastructure based on each of the Corridor City’s bicycle plans is shown in Table

2. Overall, the bicycle network is planned to be expanded by 50 percent –from approximately 80 miles of facilities to 120 miles of facilities. This expansion includes a major investment in 68 miles of new or converted trails and protected, buffered, or separated bikeways. This would bring the proportion of the separated bikeway network from 11 percent to 63 percent in the Corridor area.

Table 2: Current and Planned Corridor Area Bicycle Facilities (in Miles) Implementation of Bicycle and Pedestrian Plans
Each Corridor agency has plans to design, fund, and construct projects to implement bicycle and pedestrian improvements. These are also supplemented by safety planning such as Local Roadway Safety Plans, Safety Action Plans, Safe Routes to School, Vision Zero Programs, and the VTA Bicycle Technical Guidelines.

Implementation of active transportation improvements should consider the accommodation of electric powered bicycle, scooters, and other micromobility to ensure emerging modes support, not conflict with walking and bicycling.

Priority Implementation Actions
The following is a sample of the 70+ parallel and connecting walking and biking network improvements prioritized by the Community Advisory Committee:
• Pruneridge Avenue Complete Streets Project (City of Santa Clara)
• Moorpark Avenue Traffic Safety Project (City of San José) • De Anza Blvd Buffered Bike Lanes (City of Cupertino)
• Lawrence Mitty Park Trail (City of Cupertino)
Figure 14 Existing Bicycle Network in the Corridor Area Figure 15: Planned Bicycle Network in the Corridor Area Bicycle Facility Type Current Planned
Trail 4.5 12.6
Buffered/Separated Bikeway 4.6 64.5
Unbuffered Bike Lane 52.6 14.3
Bicycle Boulevard/Route 18.9 30.2
Subtotal – Protected Network 9.0 77.0
Total 80.5 121.5
Legend
- Class I Tr.iii
===:a Class II Buffered/S€i;iarated Bicycle Lane
- Class II Bicycle Lane
- Class Ill Route/Bike Boulevard
STEVENS CREEK BOULEVARD VISION STUDY | 16

5. Crossings
Crossings in the Corridor Area will be upgraded for accessible, consistent infrastructure that protects vulnerable users, considers transit access, and ensures direct connections. Safe and efficient vehicle travel would also be accommodated for connections to neighborhoods, businesses, and expressways and freeways.

Crossings of the Corridor whether at intersections, at midblock locations or across natural barriers, are important to maintain connectivity among neighborhoods, parks, commercial areas and access to corridor transit services.

From 2016 to 2022 there was an average of 188 collisions per year in the Corridor overall and 23 collisions per year involving bicycles or pedestrians—75 percent of which occurred within 250 feet of an intersection. Half of vehicle/vehicle collisions resulted in injuries, while 93 percent of collisions involving bicycles and 97 percent of collisions involving pedestrians resulted in an injury. Collisions involving a bicycle or a pedestrian were also five times as likely to result in a serious injury or fatality. Therefore, special attention to the treatment of vulnerable road users at these crossings should be made to ensure conflicting movements do not become collisions.

The Corridor Cities and the County are conducting Local Roadway Safety Plans (LRSPs), Safety Action Plans and Vision Zero Plans with specific actions to address intersection and systemic safety. For example, three Corridor intersections for recommended
improvements identified in the City of Cupertino’s LRSP: Stevens Creek Boulevard at De Anza Boulevard, Bandley Drive and Blaney Avenue.

Enhanced Crossings for Pedestrians and Bicycles
Marked and highly visible crosswalks help define where pedestrians can conveniently and predictably cross streets. While the California Vehicle Code requires drivers to yield to pedestrians in any crosswalk, whether marked or unmarked.

Streetscape design should prioritize crosswalks as an essential element of the pedestrian environment, rather than interruptions to vehicles. Due to the low approach angle at which drivers view pavement markings, incorporating parallel stripes alongside or instead of standard perpendicular markings can greatly enhance the visibility of crosswalks for oncoming traffic. Therefore, to improve crosswalk visibility ‘standard’ crosswalks delineated by two lines perpendicular to the vehicle lanes should be replaced with ‘continental’ crosswalks with lines parallel to the roadway or ‘ladder’ crosswalks with both the standard perpendicular delineation lines and the parallel continental lines or ‘zebra’ crosswalks with diagonal lines.

Currently 79 percent of crosswalks across Stevens Creek Boulevard/West San Carlos Street are high-visibility continental or ladder crosswalks, while only 47 percent of crosswalks along (across side streets) are high visibility crosswalks.

Other enhancements for crossings include pedestrian-oriented lighting, audible cues announcing roadway location (as installed at the Kiely Boulevard/Stevens Creek Boulevard intersection) , tactile or colored waiting areas and crossings, automatic detection of pedestrians and bicyclists and adjusted crossing times that vary with the crosser.

Curb Extensions and Protected Intersections
Intersections are primarily designed for processing vehicles and managing vehicle conflicts. Bicycle and pedestrian oriented intersection treatments narrow the crossing length and provide dedicated intersection space for vulnerable users.
• Curb Extensions widen the sidewalk area into the
intersection, narrowing the roadway, decreasing the speed STEVENS CREEK BOULEVARD VISION STUDY | 17
of right-turning vehicles, and creating shorter crossings for pedestrians. They also improve the visibility of pedestrians to drivers.
• Protected Intersections for bicycles create additional space on the sides and through intersections for bicyclists and pedestrians. Buffers, generally raised curbs, separate bike lanes on the sides and corners of the intersection and bicycle lanes are striped next to crosswalks through the intersection. Similar to curb extensions, these treatments create waiting areas while making vulnerable users more visible to slower right-turning vehicles.

Figure 16: Protected Crossing on McClellan Road in Cupertino Connections Across Barriers
The Stevens Creek Boulevard Corridor is the longest continuous east/west roadway in the study area: other than I-280, there is not a parallel roadway which makes the full connection from Cupertino to San José in the study area.

The physical barriers in the Corridor, both natural and man-made from west to east are:
• Stevens Creek
• Union Pacific Rail Tracks
• State Route 85
• Calabazas Creek
• Saratoga Creek
• Lawrence Expressway
• San Tomas Expressway
• I-880/State Route 17
• Los Gatos Creek
• VTA Green Line and Blue Line Light Rail Tracks
Stevens Creek Boulevard and West San Carlos Street cross over or under each of these physical barriers. Other facilities which cross barriers in the Study Area are:
• Saratoga Creek Pedestrian Bridge in Santa Clara
• Cypress I-280 Overcrossing in San José
• Tisch I-280 Overcrossing in San José
• Midtown-Fruitdale I-280 Crossing in San José
• Los Gatos Creek Trail I-280 Undercrossing in San José • Parkway Park San Tomas Expressway Overcrossing in Santa Clara
Improved wayfinding and identifying signage of these important crossings can enhance their usage and access among Corridor area routes for bicyclists and pedestrians.

Planned crossings in the study area for pedestrians and bicycles are:
• SR-85 Overcrossing from Grand Ave to Mary Ave in Cupertino • Saratoga Creek Trail north of Sterling-Barnhart Park and create a feasible pedestrian and bicycle connection design Source: City of Cupertino
STEVENS CREEK BOULEVARD VISION STUDY | 18
to Stevens Creek Boulevard under I-280 and adjacent to
Lawrence Expressway connecting the cities of Cupertino, San José, and Santa Clara
• San Tomas Expressway Overcrossing (Greenlee Drive to
Coakley Drive/Constance Drive) in San José
• Carmen Road Bridge in Cupertino
Corridor Crossings Recommended Implementation Actions for Consideration by Agencies
Initiate priority intersections and crossings projects to minimize inconvenience and maximize safety for all users. These include:
• Implement enhanced, high-visibility crossings for
pedestrians and bicyclists.
• Implement curb extensions and protected intersections. • Prioritize crossings of barriers for pedestrians and bicycles • Review key hot spots for crossing improvements such as Monroe Street and Stevens Creek Boulevard at I-880 for
potential reconfiguration to accommodate clearer travel patterns for all modes.

Figure 17: Crossing Stevens Creek Boulevard Between Valley Fair and Santana Row
STEVENS CREEK BOULEVARD VISION STUDY | 19

6. Separated, High-Capacity Transit
Residents, businesses, and visitors would be served by a highcapacity transit system supported by station access enhancements to connect the Cities of Cupertino, Santa Clara, and San José from Diridon Station and Downtown San José to De Anza College within twenty minutes, with connection to Foothill Boulevard, for reliable travel to local and regional destinations.

Station areas would be well-maintained and inviting community assets.

A high-capacity transit system separated from the roadway would allow for a 20-minute connection from De Anza College in Cupertino to Diridon Station and/or Downtown San José. Potential stations could be at Diridon Station or Downtown San José, Meridian, Bascom, Winchester, Saratoga. Lawrence, Wolfe, and De Anza College.

The key components of the system would be easy access to a system to carry large numbers of people quickly along the Corridor.

The vibrant public spaces and central hubs characteristics of a separated, high-capacity transit system highlight the tradeoffs between transit and personal automobile travel. While automobiles will continue to play a significant role in the transportation system, they cannot address future transportation demands without increasing congestion. In contrast, a high-capacity system offers unique
opportunities to meet these needs while delivering high-quality service that aligns with principles of human-scale design, universal accessibility, and support of activity centers.

This system could provide reliable and safe connections among major connections in the South Valley with short travel times in an environmentally friendly way without adding to traffic congestion.

The high initial capital cost is the primary barrier to implementation.

However long-term cost savings to users and value to supporting neighborhoods and businesses with a sustainable, high-quality transportation service bring enduring benefits to the community.

At-grade separated transit could be side or center running transit separated / delineated either with hardscape (i.e., concrete curbs or plantings) or quick-build materials such as paint and plastic posts.

Preliminary analysis included in Appendix B indicates elevated transit in the Corridor would cost approximately $1.7 billion while underground transit in the Corridor would cost about $2.8 billion.

Combined with bus speed, reliability, and experience
improvements, the number of transit users in the Corridor would be expected to double over current conditions.

While the placement of guideway and type of vehicle used is not specified in this Vision Study, there was a clear community preference for an elevated fixed-guideway transit service.

Figure 18: Conceptual High-Capacity, Separated Transit Alignment and Stations in the Corridor .., 280/Wolfe

CUPERTINO SANTA CLARA
Saratoga

SAN JOSE

SAN JOSE
Bascom Meridian
Diridon
Station
STEVENS CREEK BOULEVARD VISION STUDY | 20
Alternate Alignment Along I-280
In response to the City of Cupertino's Resolution No. 19-089, an alternate high-capacity transit alignment along I-280 is being considered. This alignment aims to address concerns regarding potential traffic impacts on Stevens Creek Boulevard that may result from Plan recommendations, while meeting the goal of enhancing regional connectivity. The I-280 corridor offers unique opportunities for integrating a high-capacity transit system that minimizes disruptions to surface street operations.

The proposed I-280 alignment would complement, rather than replace, the Stevens Creek Boulevard route. While the Stevens Creek Boulevard alignment focuses on connecting key local destinations with frequent stops, the I-280 route could provide a faster route between De Anza College and Diridon Station. This dualcorridor approach allows for a more flexible system that meets both local and regional transportation needs.

Key connections will be established through Cupertino's welldeveloped bicycle and pedestrian network, including the 3-mile offstreet Tamien Innu Trail stretching from Mary Avenue to Vallco Parkway. Separated bikeways along Mary Avenue will offer a direct north-south route from the Don Burnett Bridge to De Anza College.

Additionally, Class IV bikeways surrounding the Wolfe Road interchange modernization project will provide convenient access for both shoppers at Main Street Cupertino and visitors to the redeveloped Vallco Shopping Center.

Further analysis is recommended to evaluate the feasibility and potential benefits of a high-capacity transit alignment along I-280.

Including this alignment in future studies could enhance the Corridor Vision by providing additional options to meet transportation demands.
1 https://www.transit.dot.gov/regulations-and-guidance/key-factorssuccessful-project-implementation Implementation Approach
Implementing a new transit line is complex and requires sustained effort by champions at the agency staff and elected official levels.

As the County’s transit agency, VTA is best positioned to be the lead agency for the project. However, partnership with the Corridor municipalities is necessary for successful implementation as major improvements such as any grade separation would need Council or Board approval by individual agencies.

The project would likely be a part of the Federal Transit Administration (FTA)’s Capital Investment Grant/Expedited Project Delivery (CIG/EPD) Pilot program. Fortunately, VTA, the County of Santa Clara, San José and Santa Clara have experience with this program as the BART Silicon Valley Phase II Project was part of the CIG/EPD pipeline.

Paraphrasing FTA’s key factors for successful project
implementation1 of a major transit capital program involves adequate project management and project control practices to manage:
• Input during planning, design and scoping phases
• Right-of-way acquisition
• Schedule
• Cost Estimating and budget
• Public engagement, information and communication
• Fair and comprehensive contracting documents
• Adequate underground investigation during preliminary engineering
• Successful coordination with public utilities
• Realistic and independently determined constraints and expectations.

STEVENS CREEK BOULEVARD VISION STUDY | 21
Figure 19: Conceptual Graphic of Before and After Implementation of Elevated High-Capacity Transit System, West of I-280
Specific considerations for implementation of an elevated transit service in the Stevens Creek Boulevard/West San Carlos Street Corridor based on engagement are:
• Elevated transit stations could also provide crossings above Stevens Creek Boulevard for bicyclists and pedestrians. 2 https://www.sanjoseca.gov/your-government/departmentsoffices/transportation/transit/airport-connector • Spacing between pillars/footings should be adequate to maintain a two-way left turn lane in the shared Santa
Clara/San José section of Stevens Creek Boulevard for the loading and unloading of car carriers serving car dealerships. • Light rail as well as innovative vehicle and service models should be explored.
• Coordination with the SJC Airport Connector2 project which could be expanded into the corridor.
• Review potential connections options to Diridon Station and Downtown San José.
• Collaborate with Corridor partners to study the feasibility of a parallel high-capacity transit alignment along I-280. • Assess how the I-280 alignment could integrate with the primary Stevens Creek Boulevard route through various
connections, offering a variety of transit options for local access.
~.;;: : - _P V
'--"' ., ~
~ -~.:..:..--=.~ . •
STEVENS CREEK BOULEVARD VISION STUDY | 22
Recommended High-Capacity Transit Implementation Actions for Consideration by Agencies
The next phase of project development consists of preliminary engineering and alternatives analysis, environmental review and the selection of a locally preferred alternative (LPA). This would be followed by the funding commitments to complete engineering and final design and then a full funding grant agreement from outside funding partners (generally FTA) for construction.

As a new project, securing funding for development and
construction will be vital to implementation. The high-capacity, separated transit concept was included in Plan Bay Area 2050 (as a placeholder light rail service expansion) through the joint cooperation of Corridor agencies. It is currently being evaluated for inclusion in the upcoming Plan Bay Area 2050+. However, inclusion in these documents does not guarantee funding. Furthermore, Santa Clara County Measure A funds likely could not be used for further development of a separated transit option as the funds for transit are focused on bus speed and efficiency improvements.

Therefore, the best option is to secure competitive state or federal grant funds through programs such as: SB 1 programs of Solutions for Congested Corridors Program or Local Partnership Program administered by the California Transportation Commission or the Federal Transit Administration Pilot Program for Transit-Oriented Development Planning or Accelerating Innovative Mobility Program or US Department of Transportation Rebuilding American
Infrastructure with Sustainability and Equity Program.

It is recommended a cooperative grant funding strategy be pursued by the Corridor agencies to place the high-capacity, separated transit service project forward for multiple competitive grant funding programs.
3 https://www.vta.org/projects/eastridge-bart-regionalconnector#accordion-environmental-documents Example Project Development Timeline
A project development timeline was developed based on the Eastridge to BART Regional Connector3 timeline:
• Preliminary Engineering of three years (2025-2028)
• Design and Engineering of two years (2029-2030)
• Environmental Clearance of five years (2031-2036)
• Utility Relocation of two years (2037 – 2039)
• Construction of five years (2040-2045)
Figure 20: Conceptual Graphic of Before and After Implementation of Elevated High-Capacity Transit System, West of Winchester Boulevard STEVENS CREEK BOULEVARD VISION STUDY | 23

7. Recommended Implementation Actions For Consideration by Agencies Summary 1 Corridor Identity and Maintenance Implementation
Table 3: Recommended Corridor Identity and Maintenance Implementation Actions Action Responsible agencies Next Step

1.1 Corridor Business Forum Cities of Cupertino, Santa Clara, and San José, and the County of Santa Clara
Convene Corridor Business Forum

1.2 Street cleaning and maintenance coordination Cities of Cupertino, Santa Clara, and San José, and the County of Santa Clara
Staff-level coordination of maintenance
activities

1.3 Set the speed limit to 35 miles per hour from
Lawrence Expressway to Harold Avenue
Cities of Santa Clara and San José Conduct Engineering and Traffic survey

1.4 Communicate business resources to Corridor
businesses
Cities of Cupertino, Santa Clara, and San
José, and the County of Santa Clara
Develop summary of eligible grants and loan
programs for businesses

1.5 Coordinate vehicle speed enforcement and
speed education efforts
Cities of Cupertino, Santa Clara, and San
José, and the County of Santa Clara
Implement Vision Zero and Speed Reduction
Public Education
STEVENS CREEK BOULEVARD VISION STUDY | 24
2 Bus Speed, Reliability, and Experience Implementation Table 4: Recommended Bus Speed, Reliability, and Experience Implementation Actions Action Responsible agencies Next Step

2.1 Complete an administrative policy for corridorwide transit signal priority through a centralized system
Cities of Cupertino, Santa Clara, and San
José, County of Santa Clara, and VTA
Administrative policy for the four agencies
operating signals in the Corridor (the Cities of
Cupertino, Santa Clara, and San José and the
County of San José) to cooperate with VTA to
implement a corridor-wide transit signal
priority through a centralized system.

2.2 Develop a program of Corridor bus speed,
reliability and experience improvements
Cities of Cupertino, Santa Clara, and San
José, County of Santa Clara, and VTA
Work with VTA to develop improvement plan
in partnership with a Working Group
composed of Corridor agencies
Table 5b: Capital Project Components and Cost Estimate Range Potential Capital Component Responsible Agencies Unit Cost Quantities Cost Estimate Range
Develop Transit Signal Priority
Policy
Cities of Cupertino, Santa Clara, and San José
with VTA Implemented through staff coordination
Queue Jump at San Tomas
Expressway County of Santa Clara with VTA) $1.25m - $1.5m San Tomas Expressway $1.25m - $1.5m Bus Bulbs/Islands Cities of Cupertino, Santa Clara, and San José, and the County of Santa Clara $270k-$400k Twenty 523 stops $5.4m-$8m Real-Time Information VTA $40k-$75k per
stop Twenty 523 stops $800k-$1.5m
Transit Experience
Improvements
Cities of Cupertino, Santa Clara, and San
José, and the County of Santa Clara with VTA
$5k-$50K per
stop
Twenty 523 stops
and 74 23/51 stops $470k-$4.7m
Curbside Transit/Business
Access Lanes
Cities of Cupertino, Santa Clara, and San
José, and the County of Santa Clara with VTA
$500k-$1m per
mile

2.5 miles in San José $1.25m-$2.5m

2.5 miles in Santa
Clara/San José $1.25m-$2.5m
4 miles in Cupertino $2m-$4m
Total Cost Estimate Range $13.4m-$24.7m
STEVENS CREEK BOULEVARD VISION STUDY | 25
Table 5a: Capital Project Components and Cost Estimate Range by Jurisdiction Jurisdiction (Location) of Improvements Cost Estimate
Range
Cost by Jurisdiction
City of Cupertino $3.6m-$7.3m
City of Santa Clara $2.8m-$5.7m
City of San José $4.4m-$9.4m
County of Santa Clara $1.6m-2.2m
STEVENS CREEK BOULEVARD VISION STUDY | 26
3 Corridor Walking and Biking Infrastructure Implementation Table 6: Recommended Corridor Walking and Biking Infrastructure Implementation Actions Action Responsible Agencies Next Step

3.1 Physically protected/separated/buffered bicycle lanes on Stevens Creek Boulevard and West San Carlos
Street to provide physical separation of bicyclists from vehicle while maintaining access to driveways.

Cities of Cupertino, Santa Clara, and San
José, and the County of Santa Clara Implement corridor improvements

3.2 Widen sidewalk widths consistent with City standards Cities of Cupertino, Santa Clara, and San José, and the County of Santa Clara
Require sidewalk widening as part of
development dedications as needed

3.3 Plant shade trees on the sides of the Stevens Creek Boulevard and West San Carlos Street Corridor
Cities of Cupertino, Santa Clara, and San
José, and the County of Santa Clara
Develop urban forestry framework with
sustainable funding for tree maintenance

3.4 Install median refuge islands Cities of Cupertino, Santa Clara, and San José, and the County of Santa Clara
Review locations for installation of median
refuge islands

3.5 Install leading pedestrian intervals at signalized
intersections
Cities of Cupertino, Santa Clara, and San
José, and the County of Santa Clara
Review the potential for leading pedestrian
intervals at signalized intersections

3.6 Install Pedestrian-oriented lighting Cities of Cupertino, Santa Clara, and San José, and the County of Santa Clara
Implement pedestrian-oriented lighting
when street lighting is installed or replaced
in the corridor.

The ongoing implementation of physically protected/separated/buffered bicycle lanes along Stevens Creek Boulevard Corridor will be completed through incremental projects and funded through a variety of sources, for most projects the funding is not identified as shown in Table 7.

STEVENS CREEK BOULEVARD VISION STUDY | 27
Table 7: Physically Protected Bicycle Lane Projects to Compete Corridor Responsible
Agency Project
Cost
Estimate
($2024)
Funding Source
City of Cupertino
Stevens Creek Boulevard Class IV Bikeway
(Phase 2A) Wolfe Road to De Anza Boulevard $1.6m
City General Fund, One
Bay Area Cycle 2 Grant
Program
Stevens Creek Boulevard Class IV Bikeway
(Phase 2B) De Anza Boulevard to Mary Avenue $1.6m
City General Fund, One
Bay Area Cycle 2 Grant
Program
Stevens Creek Boulevard Class IV Bikeway
(Phase 3) TBD TBD
Stevens Creek Blvd/SR-85 NB Protected
Intersection TBD TBD (development project)
City of San José
Stevens Creek Boulevard Protected Bike Lanes -
Winchester Boulevard to Monroe Street TBD TBD - Better Bike Plan - 5-Year List Stevens Creek Boulevard Protected Bike Lanes -
Monroe Street to Macarthur Avenue TBD TBD - Better Bike Plan - 5-Year List Stevens Creek Boulevard Protected Bike Lanes -
Macarthur Avenue to Bascom Avenue TBD TBD - Better Bike Plan - 5-Year List West San Carlos Street Protect Bicycle Lanes -
Bascom Avenue to Woz Way TBD TBD - Better Bike Plan - 5-Year List West San Carlos Urban Village Streets
Improvements from I-880 to McEvoy $10m TBD
Stevens Creek Blvd Physically Separated Bike
Lanes (south side) - Winchester Boulevard to
Lawrence Expressway
$2m TBD
City of Santa
Clara
Stevens Creek Blvd Physically Separated Bike
Lanes (north side) - Winchester Boulevard to
Lawrence Expressway
$2m TBD
STEVENS CREEK BOULEVARD VISION STUDY | 28
4 Walking and Biking Network Connections Implementation Table 8: Recommended Walking and Biking Network Connections Implementation Actions Action Responsible agencies Next Step

4.1 Support the continued development and
implementation of walking and biking network
improvements in parallel and connecting
corridors to the Stevens Creek Boulevard
Corridor
Cities of Cupertino, Santa Clara, and San
José, and the County of Santa Clara
Continue to develop, fund, and implement
priority projects (over 70 identified in the
study area) such as:
• Pruneridge Avenue Complete Streets Proje
• Moorpark Avenue Traffic Safety Project (Ci
• De Anza Blvd Buffered Bike Lane (City of C
• Lawrence Mitty Park Trail (City of Cupertin
STEVENS CREEK BOULEVARD VISION STUDY | 29
5 Corridor Crossings Implementation
Table 9: Recommended Corridor Crossings Recommended Implementation Actions Action Responsible agencies Next Step

5.1 Implement enhanced, high-visibility crossings
for pedestrians and bicyclists.

Cities of Cupertino, Santa Clara, and
San José, and the County of Santa
Clara
Identify and implement enhanced, high-visibility
crossings

5.2 Implement curb extensions and protected
intersections.

Cities of Cupertino, Santa Clara, and
San José, and the County of Santa
Clara
Identify and implement curb extensions and
protected intersections such as the Stevens Creek
Blvd/SR-85 NB Protected Intersection in Cupertino

5.3 Prioritize crossings of barriers for pedestrians
and bicycles
Cities of Cupertino, Santa Clara, and
San José
Continue to develop, fund, and implement priority
projects such as:
• Safety improvements at the intersections of
Stevens Creek Boulevard at De Anza Boulevard,
Bandley Drive and Blaney Avenue (City of
Cupertino)
• Crossing of SR-85 from Grand Avenue to Mary
Avenue (City of Cupertino)
• Crossing of I-280 at Mitty Park (John Mise Park)
(City of San José)
• Crossing of San Tomas Expressway at Greenlee
Drive/Coakley Drive/Constance Drive (City of San
José)
• Saratoga Creek Trail north of Sterling-Barnhart
Park to Stevens Creek Boulevard under I-280 and
adjacent to Lawrence Expressway (Cities of
Cupertino, San José, Santa Clara, and the County
of Santa Clara)

5.4 Review key hot spots for operational and
crossing improvements
Cities of Cupertino, Santa Clara, and
San José, and the County of Santa
Clara
Review the intersection of Monroe Street and Stevens
Creek Boulevard at I-880 for potential reconfiguration
to accommodate clearer travel patterns for all modes
STEVENS CREEK BOULEVARD VISION STUDY | 30
6 Separated, High-Capacity Implementation
Table 10: Recommended Separated, High-Capacity Recommended Implementation Actions Action Responsible agencies Next Step

6.1 Include project in Plan Bay Area 2050+
Cities of Cupertino, Santa Clara,
and San José, the County of Santa
Clara, and VTA
Advocate for project inclusion in Plan Bay Area 2050+
and future Plan Bay Area cycles

6.2 Secure funding commitments
Cities of Cupertino, Santa Clara,
and San José, the County of Santa
Clara, and VTA
Develop framework funding strategy

6.3 Work with VTA to initiate project development
process
Cities of Cupertino, Santa Clara,
and San José, and the County of
Santa Clara
Obtain resources to initiate preliminary engineering
and alternatives analysis, environmental review and
the selection of a locally preferred alternative (LPA) in a community engagement process

6.4 Include corridor-specific considerations in
project development process
Cities of Cupertino, Santa Clara,
and San José, the County of Santa
Clara, and VTA
Include the following in the project development
process:
• Light rail as well as innovative vehicle and service
models should be explored
• Coordination with the SJC Airport Connector
project which could be expanded into the corridor
• Review potential connections options to Diridon
Station and Downtown San José
• Analyze an alternative alignment along the I-280
corridor in Cupertino
• Review coordination of corridor transit connections
for local and regional access
Preliminary estimates of the capital costs for various separated, high—capacity systems and service types are shown in Table 11.

STEVENS CREEK BOULEVARD VISION STUDY | 31
Table 11: Preliminary Estimate for Capital Cost of Separated, High-Capacity Transit Systems Potential Capital Component Description Cost Estimate
(in $2024)
Estimated Corridor
Travel Time
Estimated Daily
Ridership
Existing Conditions
Current peak hour conditions for
average VTA Lines 523 and 23 in the
corridor
- 39.4 minutes for Line 523

50.4 for Line 23 9,800
Transit/Business Access Lane
Early action option as part of Bus
Speed, Reliability and Experience
Improvements
$13.4m-$27.7m 30.4 minutes 12,600
At-Grade Side Running Separated Transit
Lane
Includes development of 10 side
station areas $53m 29.3 minutes 12,950
At-Grade Side Running Separated Transit
Lane – Excluding Cupertino Section
Includes development of 10 side
station areas—with limited
improvements at non-separated lane
sections
$29m 31.9 minutes 12,650
At-Grade Center Running Transit Lane Includes development of 10 center station areas $95m 27 minutes 12,600
Elevated Transit Line
Includes development of 8 stations
including Downtown San José or
Diridon Station
$1,750m 20 minutes 20,200
Elevated Transit Line - I-280 alignment in
Cupertino
Includes development of 8 stations
including Downtown San José or
Diridon Station
$1,750m 20 minutes 19,250
Underground Transit Line
Includes development of 8 stations
including Downtown San José or
Diridon Station
$2,800m 20 minutes 20,200
Attachment 4: Vision Statement and Values/Guiding Principles Vision Statement
The Stevens Creek Boulevard Corridor transportation infrastructure changed little in the past 50 years while the area it serves grew into a worldwide hub of innovation. Therefore, we envision the transportation corridor our community deserves to support continued residential and commercial vibrancy: safe and enjoyable travel for people of every age, ability, and chosen mode.

Residents, businesses, and visitors would be served by:
• A high-capacity transit system supported by station access enhancements to connect the Cities of Cupertino, Santa Clara, and San José from Diridon Station and Downtown San José to De Anza College within twenty minutes, with connection to Foothill Boulevard, for reliable travel to local and regional destinations. Station areas would be well-maintained and inviting community assets.
• A stress-free and enjoyable walking and bicycling environment. High-quality pedestrian and bicycle infrastructure would be prioritized to connect neighborhoods to the corridor within ½ mile or 20-minute walk of transit stops.
• Safe and efficient vehicle travel would be accommodated for connections to neighborhoods, businesses, and expressways and freeways.

This Vision would be implemented by a continuous, open, and inclusive evaluation process to promote equitable access and use.

Values and Guiding Principles
The Corridor Vision would be implemented in steps. The committed shared purpose, vision, and values of the Cities of Cupertino, San José, and Santa Clara, Santa Clara County, and the Santa Clara Valley Transportation Authority (VTA) will guide the Vision implementation process:

Ongoing Collaboration
• Continually engage and collaborate with corridor users and decision-makers. • Incrementally improve access, comfort, speed, and reliability of transit. • Embrace technological innovations.

Safety of All Corridor Users
• Eliminate transportation-related fatalities and severe injuries. • Allow safe passage for vulnerable road users along and crossing the corridor. • Reduce the level of stress and increase the accessibility of walking and biking, Create a Sustainable Environment to Prioritize People
• Design for all ages, abilities, and incomes of users. • Maintain the corridor as a clean and inviting place.
• Provide green space and shade, and support native wildlife and plants. • Foster enjoyable public space.
• Support reduction in greenhouse gas emissions from transportation.

A Transit Corridor
• Increase transit frequency and speed.
• Favor transit travel time over auto travel time in roadway operations. • Improve access and comfort of waiting for transit.
• Implement a high-capacity, separated transit service in the corridor.

Attachment 5: Summary of Overall Feedback
Phase 1
Needs
Assessment
Phase 2
Vision
Development
Phase 3/4
Implementation
Alternatives
Needs Feedback
• Vehicle speeds too high
• Safety concerns for all
modes
• Barriers
• Better transit walking ' '
biking infrastructure
• Better crossings
Vision Feedback
• Better Transit Service
• Complete Streets
• Community Integration
• Bikeabi lity
• Walkability
• Corridor Connections
Implementation Alternatives
Feedback:
• Protected Bike Lanes
• Transit Lanes (For and Against)
• Separated Transit
• Shade Trees
• Crossings
Resolution/Accepting the City of Santa Clara Stevens Creek Boulevard Vision Study Page 1 of 2 Rev: 4/14/2025
RESOLUTION NO. _____

A RESOLUTION OF THE COUNCIL OF THE CITY OF SANTA

CLARA ACCEPTING THE STEVENS CREEK BOULEVARD

CORRIDOR VISION STUDY AND DIRECTING STAFF TO
WORK COLLABORATIVELY THROUGH THE INTRAJURISDICTIONAL WORKING GROUP TO STUDY, DEVELOP,

FIND FUNDING, AND IMPLEMENT THE RECOMMENDATIONS

PROPOSED BY THE VISION STUDY
WHEREAS, the City of Santa Clara has participated in discussions with neighboring communities and agencies since a multi-jurisdictional group was established in 2018, comprised of the City of Santa Clara, City of San Jose, City of Cupertino, County of Santa Clara and the Santa Clara Valley Transportation Authority (VTA) (the “Working Group”) to discuss key regional issues affecting the Stevens Creek Boulevard corridor with a focus on transportation and circulation;
WHEREAS, as part of the Metropolitan Transportation Commission’s 2018 Horizon Initiative, the Working Group proposed a high-capacity transit line from Diridon Station in San José to De Anza College in Cupertino, securing inclusion in Plan Bay Area 2040; WHEREAS, on November 19, 2019, the Santa Clara City Council adopted Resolution 19-8781 to support working collaboratively with the VTA, County of Santa Clara and the cities of Cupertino and San Jose regarding a Stevens Creek Boulevard corridor vision study (Vision Study) that considers both complete streets and high capacity transit; WHEREAS, in early 2024, the City of Santa Clara entered into an agreement with the City of San Jose in order to share the cost necessary for the City of San Jose to contract with a consultant (Iteris, Inc.) to complete the Vision Study; WHEREAS, the process of compiling the Vision Study was launched in January 2023 and guided by the Stevens Creek Corridor Steering Committee comprised of elected officials from the various jurisdictions, and with input from a working group of agency staff, and a community advisory group; and,
WHEREAS, the final draft Vision Study was completed in December 2024 and must be Resolution/Accepting the City of Santa Clara Stevens Creek Boulevard Vision Study Page 2 of 2 Rev: 4/14/2025
presented to the governing body of each jurisdiction for approval.

BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

1. The City of Santa Clara hereby accepts the Stevens Creek Boulevard Corridor Vision Study as attached and referenced herein.

2. The City Council directs City staff to work collaboratively through the Working Group to continue to study, develop, find funding, and implement the recommendations proposed by the Vision Study as directed by the City Council.

3. Effective date. This Resolution shall become effective immediately.

I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE ___ DAY OF _________, 2025, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Attachments incorporated by reference:

1. Stevens Creek Boulevard Vision Study
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-479 Agenda Date: 5/27/2025

REPORT TO COUNCIL

SUBJECT
Action to Authorize the Use of City Electric Forces for Public Works at 950 George Street, 2700 Mission College Boulevard, 5200 & 5450 Great America Parkway, 4655 Old Ironsides Drive, 4950 Patrick Henry Drive, and 2201 Tasman Drive

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Section 1310 of the Santa Clara City Charter (Contracts on Public Works) states “that every contract involving an expenditure of more than one thousand dollars ($1,000) for the construction or improvement (excluding maintenance and repair) of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds shall be let to the lowest responsible bidder.” The section further states that “the City Council may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees, and after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section.”

DISCUSSION
Staff believes that the work described below is better performed with City forces based upon the following factors: (1) the work is limited in size and scope; (2) City forces have knowledge and training in operating and maintaining the electric system that can be leveraged to more economically perform this work; and (3) bidding out the work and contracting with a private entity would not likely result in a lower overall cost or time savings. Therefore, staff recommends that the City Council declares and determines that City forces can better perform the installation of the following electric facilities and approve the use of City forces.

Estimate Number: 38882
Location: 950 George Street
Type of Service: Load Increase (2005)
Description of Work: Install a new 500 kVA 3-phase, 4-wire 277/480V padmount transformer, approximately 250' of 1/0 aluminum primary cable, elbows, and splice and new metering devices for 1600A switchgear upgrade.

Estimated Cost: $66,335
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 39596
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25-479 Agenda Date: 5/27/2025
Location: 2700 Mission College Boulevard, 5200 & 5450 Great America Parkway, 4655 Old Ironsides Drive, 4950 Patrick Henry Drive, and 2201 Tasman Drive Type of Service: New Business (2005)
Description of Work: Install a new 50kVA 1-phase, 2-wire 120/240V padmount transformer, 500' service wire and 5 new metering devices for (5) 100amp switchgears for changeable message signs at 5 addresses near Levi’s Stadium.

Estimated Cost: $60,668.40
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Historically, City staff has performed small project work like this under the use of City Forces exception and justification above. In preparation for the implementation and roll out of the new Arcos crew management system scheduled to go live in spring/summer 2025, SVP staff will be developing a process to review this practice on a routine basis to provide further support for this approach.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to section 15303 (Class 3 - New Construction or Conversion of Small Structures) of Title 14 of the California Code of Regulations as the proposed work involves the installation of electric facilities involving negligible expansion of capacity.

FISCAL IMPACT
The funds to support the staff time for work performed by Silicon Valley Power (SVP) and related construction materials for the work detailed in this report totaling $127,003 are included in the FY 2024/25 Adopted CIP Budget, in the New Business Estimate Work project in the Electric Utility Capital Fund. All referenced work will be performed by City SVP staff. Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Determine that the proposed action is exempt from CEQA pursuant to Section 15303 (Class 3 - New Construction or Conversion of Small Structures) of Title 14 of the California Code of Regulations; and

2. Declare and determine in accordance with Section 1310 of the City Charter that the public works located at 950 George Street, 2700 Mission College Boulevard, 5200 & 5450 Great City of Santa Clara Page 2 of 3 Printed on 5/23/2025
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25-479 Agenda Date: 5/27/2025
works located at 950 George Street, 2700 Mission College Boulevard, 5200 & 5450 Great America Parkway, 4655 Old Ironsides Drive, 4950 Patrick Henry Drive, and 2201 Tasman Drive are better performed by the City with its own employees based on the information set forth in this Report to Council and authorize the performance of these public works consistent with this authorization.

Reviewed by: Nico Procos, Acting Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
City of Santa Clara Page 3 of 3 Printed on 5/23/2025
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-613 Agenda Date: 5/27/2025

REPORT TO COUNCIL

SUBJECT
Action to Waive Second Reading and Adopt Ordinance No. 2067 in Compliance with Measure R, Authorizing the Substantial Building, Construction, Reconstruction and/or Development of Warburton Park in Accordance with the Warburton Park Master Plan Update

BACKGROUND
At the May 13, 2025 Council meeting, proposed Ordinance No. 2067 was passed for the purpose of publication. Pursuant to City Charter Sections 808 and 812, a summary of proposed Ordinance No. 2067 was published to the Santa Clara Weekly on May 21, 2025, and copies were posted in three public places.

DISCUSSION
The approval of an update to the Warburton Park Master Plan may be subject to Measure R. In November 2016, voters passed Measure R, which added Section 714.1 Protection of Parkland and Public Open Space to the City Charter. Measure R prohibits selling, leasing, or otherwise disposing of parkland for a period of one hundred eighty (180) days or more, and also prohibits its use from changing, being abandoned, or discontinued without such sale, lease, disposal or changed use having first been authorized or ratified by a two-thirds majority vote of the electorate during a general municipal election for that purpose. Measure R also prohibits changes in park use for over 180 days without a majority vote of the electorate and substantial building, construction, reconstruction, or development upon dedicated parkland except pursuant to ordinance subject to referendum. The referendum process is set forth in the Elections Code.

The proposed updated Master Plan for Warburton Park will include changes to the existing park that may be considered “substantial building, construction, reconstruction, and/or development.” Therefore, approval of the Master Plan will require an ordinance to comply with Measure R.

ENVIRONMENTAL REVIEW
The action being considered was determined by the Council to be categorically exempt from the California Environmental Quality Act (“CEQA”) pursuant to the following sections of the CEQA Guidelines:

Section 15302 (Class 2 - Replacement or Reconstruction), in that the project would replace and reconstruct existing facilities on the same site and with substantially the same purpose and capacity as the structure replaced.

Section 1503 (Class 3 - New Construction or Conversion of Small Structures), in that the project will construct limited numbers of new, small facilities or structures and equipment.

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25-613 Agenda Date: 5/27/2025
Section 15304 (Class 4 - Minor Alterations), and 15304(b) (Class 4(b) - Replacement of Existing Landscaping with Water Efficient Landscaping), in that the project will make minor alterations in the condition of land, water and/or vegetation which do not involve the removal of healthy, mature scenic trees.

FISCAL IMPACT
The City Council approved the outreach and design agreement with Westwood Professional Services, Inc. (formerly O’Dell Engineering, Inc. for Phase I) on February 7, 2023, with a maximum compensation amount of $128,425 (Attachment 6). The Warburton Park Playground Rehabilitation project has a current budget of $1,124,451 in the Parks and Recreation Capital Fund. The cost for Phase II detail design development and construction will be based upon the approved Warburton Park Master Plan Update for the Schematic Design and Project Scope from Phase I. Additional funding will be needed for Phase II and staff will present a recommendation to Council at the time of the construction contract award.

COORDINATION
This report has been coordinated with the City Attorney’s Office and the City Manager’s Office.

PUBLIC CONTACT
A summary of proposed Ordinance No. 2067 was published to the Santa Clara Weekly on May 21, 2025, and copies were posted in three public places and made available for public inspection at the City Clerk’s Office.

Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Waive second reading and adopt Ordinance No. 2067 in compliance with Measure R, authorizing the substantial building, construction, reconstruction and/or development of Warburton Park in accordance with the Warburton Park Master Plan Update.

Reviewed by: Luis M. Haro, Deputy City Attorney
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Ordinance No. 2067 (Intro)
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Ordinance/City Charter Section 714.1 Page 1 of 3
Rev: 09/2019
ORDINANCE NO. 2076

AN ORDINANCE OF THE CITY OF SANTA CLARA,

CALIFORNIA, AUTHORIZING THE SUBSTANTIAL

CONSTRUCTION, RECONSTRUCTION, AND

DEVELOPMENT AT WARBURTON PARK IN

ACCORDANCE WITH THE WARBRTON PARK MASTER
PLAN
BE IT ORDAINED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, the Warburton Park (“Park”), located at 555 Los Padres Blvd. was dedicated as 3.95 acres of parkland (APN 224-18-002) in 1954; WHEREAS, in 2018 the Facility Condition Index Report rated the Park site as “poor”, the building as “fair”, and the playground was given a rating of “D”; WHEREAS, the Park was prioritized for rehabilitation and funding for the Warburton Park Playground Rehabilitation Project #3137 (“Project”) was approved by Council in the City’s Biennial Capital Improvement Program (CIP) FY2022/23;
WHEREAS, the Park Master Plan Update will include renovation, expansion, relocation, new construction, and preservation of existing park amenities; WHEREAS, the voters of the City of Santa Clara passed Measure R in 2016, which added section 714.1 to the City Charter, which prohibits substantial building, construction, reconstruction, or development of parks and recreation facilities except pursuant to ordinance subject to referendum;
WHEREAS, the Park Project improvements qualify as substantial building, construction, reconstruction and/or development, and is subject to Measure R; and, WHEREAS, the City Council desires to authorize the Park Project improvements by ordinance in accordance with City Charter section 714.1. //
Ordinance/City Charter Section 714.1 Page 2 of 3
Rev: 09/2019

NOW THEREFORE, BE IT FURTHER ORDAINED BY THE CITY OF SANTA CLARA AS FOLLOWS:

SECTION 1: The City Council hereby authorizes the substantial building, construction, reconstruction and/or development in accordance with the Warburton Park Master Plan Update and the Playground Schematic Design, attached hereto and incorporated bythis reference.

SECTION 2: Savings clause. The changes provided for in this ordinance shall not affect any offense or act committed or done or any penalty or forfeiture incurred or any right established or accruing before the effective date of this ordinance; nor shall it affect any prosecution, suit or proceeding pending or any judgment rendered prior to the effective date of this ordinance. All fee schedules shall remain in force until superseded by the fee schedules adopted by the City Council.

SECTION 3: This Ordinance shall not be codified in the Santa Clara City Code. //
//
//
//
//
//
//
//
//
//
//
SECTION 4: Effective date. This ordinance shall take effect thirty (30) days after its final adoption; however, prior to its final adoption it shall be published in accordance with the requirements of Section 808 and 812 of "The Charter of the City of Santa Clara, California."
PASSED FOR THE PURPOSE OF PUBLICATION this 13TH day of APRIL, 2025, by the following vote:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

Attachments incorporated by reference:

1. Warburton Park Master Plan Update

2. Playground Schematic Design
Ordinance/City Charter Section 714.1
Rev: 09/2019
Chahal, Cox, Gonzalez, Hardy, Jain, and
Park, and Mayor Gillmor
None
None
None
ATTEST:
~ NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Page 3 of 3 ends

City Council and Authorities ConcurrentMay 27, 2025

City Council and Authorities Concurrent
May 27, 2025