City Council and Authorities Concurrent
December 9, 2025

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 appointment 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 Bench marker 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 ancj methodology, including standard normalization criteria, as well as unlque 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
Page2
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 Benchtnarker and shall pay its own costs, including without limitation the use of Service Proviqer and Service Provider's Subcontractors' labor, associated with such participation and cooperation.

8. Benchmark Process
a. Dur1ng the Term of the Agreement, if Customer elects to conduct a Benchmark, Customer shall notify the Bench marker 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 Customer shall be entitled to an automatic adjustment of its Fees to a price that is within 5% of the average fees chatged 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 Oaten).

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 1 0 $10 million
Comparator 11 $11 million
Comparator 12 $12 million

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 $6 . 825,000 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 ad]ustment 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 limitatlon, 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 Clty 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 deem_ed 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
m,nsltlon planning, Many will be incorporated
Into other reports .as ap~llcable (I.e. monthly
ops) and as mutually agreed, Reco1:nlzed th~t
,eportJr1g ma'/ change throl1gh the Continuous
Improvement processei;,
Report Title
Security Events and Response Summary
Weekly Security Repon
soc 1 Type2
SOC 2 Type·2
CMDB - SSL Cert EXplratlon Report
Cisco Prfrne Infrastructure reports
Data Center utlllzation, capacities
Network PoE
Major outages
Library Internet
Wi-A reports
Zscaler reports
Asset Management Purchase Summary
Asset Management Activity Summary
Asset Management Back Order
SCCM Hardware Report
SCCM Software Report
ITSM Hardware R9J:)ort
ITSM Software Report
ITSM-SCCM Delta Report - Critical report
for !racking asset and resolving asset
discrepancies
ITSM Software Uaense Report
ITSM Software Reclaim Report
Frequency
Weekly
Weekly
Annual
Annual
Bi Monthly
Monthly
Montnty
Monthly
Monthly
Monthly
Monlhlv
MonU1ly
Weekly
Weekly
Weekly
Weel<ly
Weekly
Weekly
Weekly
Weekly
Weekly
Weekly
Comments (e.g., level of effort to develop custom report, impact if Prescribed SeNlce Tower not standard) Lisi of all the security events that have ocC\lrred, what actions where taken and next steps as applicable. Trends, top categories of exposure to include'URL lists. malicious content, phlshlng, malware/ransomware Enterprise Compute attacks, Category transaclion counts: we~rnafl, dev apps, streaming , media/file sharing, collaboration apps, business apps, social media.

Vendor will work wtth the Customer to define the scope of this report and required information. Ust of all lhe security events lhal have occurred, What actions where taken and next steps as applicable. Trends, lop categories of exposure to include URL lists, malicious contenl phishlng, ma!ware/ransomware attacks. SIEM reporting.Category iransaction counts: webmall. dev apps, streaming media/file sharing, collaboration Enterprise Compute
apps, buslness apps, soctal media.

Annual report covering Data Center operations Audits ror other service Enterprise Compute deliverv areas on a orotect basis.

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

Networ1<: Wireless, LAN ulilizalion. trends and analysls. Enterorise Compute Storage trend usage, predicllve analysis, capacity management. category Enterprise Compute of use.

List of all devices and if they are PoE enabled or not. Enterprise Compute List of all P1 and P2 outages, dale and time of occurrence, lmpai:;ts, root Enterprise Compute cause analysis, tmprovement plans and preventative next steps.

Usage trends, seco{ity patterns, access. Enterprise Compute Utilization, capacity and trending. Enterprise Compute
Number or potentlal harmful actMties 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 i;ortal.

Monthly report automatically generated by !he asset management system ldeniifying Asset status changes (e,g., end of life, spare, operational) made as a result of IMACs, refreshes, and break.(lx activities In the last End-User
month. This report Is accessible on Customer web portal.

Monthly report automatically generate<! by t11e tlcl<etlng· system listing author1zed hardware and Software purchase.s In back-order sta\us at the End-User end of each montn. Accessible on Customer web portar.

Weekly report automallcally generated from SCCM standard tools and accessible in the customer web portal. See SCCM definitions on Erid-User fl;lportlng for further delalls.

Weel<ly report automatically generated from 'SCCM standard too!s and accessible In the customer web portal. See SCCM definitions on End-User reporting for further details.

Weekly report automatically generated and accessible In ttie customer web portal. See ITSM definition for additional details. End-User Weekly report automal\cally 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 conslsrs of multiple worksheets. It has worksheets containing ITSM data & SCCM data. IL nas worksheets identifying the dfscrepancies between End-User the ITSM and SCCM data and It contains comments describing why the discrepancies exists. It is the most valuable report 1n tne asset management arseoal.

C•Jslom report automatically generated on a weekly basis and accessible In the customer web portal. The software licensing runctlonality available End-User i'n ITSM is not being used by the City.

Weekly report autom.itically generated ;;nd accessible in the customer web portal. The software licensing functionalfly available In ITSM Is not End-User being used by the Cll.y. --
ITSM Disposed Assa1 Report Weekly report automatically generated and accessible ln the customer Enc-User Weekly web portal.

Custom report(s) that requires up to 4 hours to create. The reports consist of multiple Excel wor1<sheets 1hat provide a snapshot of the Project stakeholder views - Excel Monthly departments acijve and fi.lture projects Cross Fund1onal 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 Month(y the departments active and future projects, Cross Functional Storage utilization Monthly Storage utilization trended, Enterprise Compute Storage reports Monthly Activity (IOP} trends on each logical and physical. Enterprise Compute Monthly SLA performance report per 111,e Customer final contract SLA Schedules, This report calculate.s pet:formanoe by each Service Area, SLA Report Per SLA Schedule including cro..<SS-functlonal and PMO-provlded services, using Service Desk 4 documented SLA calculation methodology and data collected and maintained predomln&ntty wtthfn the ticketing system. This report is incorporated as part of the monthly account summary report.

CSAT Report- Monthly Monthly Results from surveys. How many, rankTng of each question, comments. Service Desk Historic email/call trending Monthly Trend of number of calls by month and number or emails. Service Desk First q;II, first oontaol resolution Monthly Number of first contacts 1hat are resolved first time, trended each month. Service Dasll Surveys Monthly Trend analysls or CSA T results, monthly basis. Service Desk Scheduled and Implemented Change Weekly report showing all board-approved and scheduled changes for Repon Weekly the week to come and all implemented changes for the preceding week. Cross Functlonal This is available on 1he customer web portal,
A report available on the Customer web portal. II ls produced annually Year-in-ReviewServloe Delivery Repon Annual and provides an operational summary of the environment by service AppUcatlons tower.

Heat maps Bl-Weekly Application relationships Applications Appllcatlon portfolio stat.'llinfo Weekly Application catalog charaoteristlcs Applications UMIS Stakeholder Review Semi-Annual Review and prloriUzation of UMIS projects, budget status Applicatlons Public sareiy Dally Standup Daily. Daily revjew or Public Safety Issues, project tasks Applications Public Safety Operaftons Meetings Monthly meeting with Command Staff to revfew current status and Appllcatlons Monthly upcoming requests UMIS PMO Status Bl-Weekly Bi-Weekly review of UMIS projects with stakeholders Aoplicalions UMIS ITD Status Bi-Weakly review of UMIS operatlonal Issues and tasks wltl'l App\icallons Bi-Weekly Stakeholders Application Portfolio review Bl-Weekly review of application portfolio, sieady state, project status, App\lcallons Bl.Weekly future projects Week{Y report available on Customer web portal In the projects portfolio.

Tols ls a summary report. by ;;ictive project, describing progress, Project Stall.ls Weekly schedule status. Impacts, issues, risks and a stoplight indicator: (Green) Cross Functional On Schedule, No Critical Issues; (Yellow) Problems Exis~ But Workarounds Are Defined: (Reci} Major Problems, No Recovery Plan Mailable.

Monthly report available on Customer web portal Summanz.es service delivery activities durinli the previous month across all Service Areas.

Monthly PMO Summary Monthly Composed of the monthly dashboard report and attachments for Incident Cross FuncHonal and Problem activity and Resolutions, Root Cause Ana)yses {RCAs).

Service Level Requirement (SLR) performance, and status or key Issues, Problems, and actions.

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

This is a summary report, by active work order, descliblng progress, schedule status, Impacts, Issues, risks, and a stoplight Indicator. {Green} Work Order Summary Weekly On Schedule, No Critical Issues; (Yellow) Problems Exist, But Cross Functlona1 Workarounds Are Denned; (Red) Major Problems, No Recovery Plan Available. Note that work orders assoclate.d with projects are reported in the weekly projeci status report
PM team provides suggestions and recommendations to resolver groups Cross FunctJonaJ PMO Methodology Weekly and track the action items SIEM reports SIEM actions, Issues found, proactive steps taken, axecu11ve overview, Weekly maturity model cheQ(llsl and time)inelroadmap to complete each level. Enterprise Compute Will be provided on a weekly basis showing ail maintenance activities to Maln1enance AclMty Weekly be performed during the reporting period, Which Includes change request Cross Functional activities.

TR&R Activity Monthly Monthly report providing Information on planned technotogy refreshment Cross Functional and replenishment for U1e next 3-montl'l period.

Monthty report incorporated as part of the monthly account summary Chargeback Report Monthly report. Vendors standard invoice can be used as a cnargebacx. Cross Functional mechanism by the Custom.er_
Monthly Dashboard Report Monthly
Monthly executive summary view of Ute overall service dellvery performance status. Thfs Is the Lead I to the monthly PMO status report, Cross Functional access Ible through the Customer web portal.

Weekly Customer P(rority Report Weekly A weekly report available on the Customer web portat Provides a priority list or Work Orders, ROMs and Requirements Documents. Cross Fun<:tional Governance reports Provides management action lists, organization highlights, overall Weekly objectives. discussion items, decision points ,ind prlorlUes tor the team. Cross Functional On demartd reports Analytics to determine actions for continuous Improvement outcomes or Various requests. Cross Func!lonal
Flnandals, invoicing detail Monthly
Charges by category and resources by month with a running total of invoice amounts. Cross Functional
Anflrnalware and client checks
List of all clients with versions of anumalware, virus software Installed.

Weekly 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 Actlvily and Resolution Weekly, Monthly
Problem Ticket details, Problem summary, Incident resolUtlon and detalls. Root cause summ,iry(Root cause, Action taken, Solution) , R.oot cause elimination and prevenWe actions(suggestion, soluUon/outcome, . Cross Fllnclional Action plan) Lessons learned and Problem detection & details RCA Summary Report Weekly
Weekly RCA tracker with detalls like Problem Reference number , associated Master Incident number, prionly, created/closed date. PBI Cross Functional ageing days, Apprnval, RCA details and RCA OLA status.

Deta11ed List of Closed Incidents Monthly Tlckets closed by service desk on monthly basis under the service Service Desk category "User service restoration" Detailed List of Closed Requests Monthly Tickets dosed by service desk on monthly basis under the service Service Desk category ''User service request" Delai\ed List Of Closed Events Monthly Auto generated tickets closed. on monthly basis under the servlce Enterprise-Compute category "Infrastructure Events" & ''lnfrastf_ucture Restoration" Detailed Lisi or Created Incidents Monthly
Tlckets created by service desk on monthly basis under the service Service Desk category "User service restoration" - lickets created by serVlce desk on monthly basis under the service Detailed List of Created Requests Monthly category "User seNlce reauest" Service Desk Detailed List of Created Events Monthly Auto generated tickets created on monthly basis under t\'le service Enterprise Compute category ''Infrastructure Events" & "Infrastructure Restoration" Detailed List of Open Incidents Weekly
All the tickets op.in (lrrespecuve of the dates when they were created) under the service type "User service restoration", "User service request• Enterprise Compute and "Infrastructure events & restoration"
Detailed List of Problems Weekly Summary of all PBls open, closed with history Cross Functional Derailed 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 tlckets by their Assigned owner group and of Iha .service Cross Functional type " User Servlce Restoration" and "User service Requesf' All lncl(Jeots created & closed by priority wlth the trending All Incidents created for that perfod 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 \hat period with current Assignment Groups Incident Ooerational Report Weekly All Incidents created for that period with its Operational Categories Cross Functional All lndctents created for that period With iis .Product Categories lncrde.nts Resolved for that period and its Dally Mean Time to Resolve ( Resolved Time - Created Time)
Mean Hme to resolved with Incident Impact categorized In various Ume buckets.

All Incidents Resolved by Top 10 Resolver Groups
Problem Management Summary Reoo,t Monthly Monthly PBI Trend showing created, closed and cancelled PBls Cross Functfonal Consolidating Incidents and Events data that are downloaded from City Events Analysis Report Monthly Portal. Data Is uplo,ided by report1ng team. In Enterprise computing, Cross Functional Ever.ls Trend, Frequent event generators, Top 5 event typss al'e captured.

Monthly analysis report consists of Enterprise computing and End user computing. In End user compuUng, Tickets trend, Service Type split, Top Executive Problem Managemenl Report Monthly 10 Incidents, Department wise aoalysfs, Deep dive on Top 5 products cross Functional with problem types, Details or Recurring issues are shown, Monthly PB l's Trend & RCA TracKer
Messaging work plans. and Issues Monthly
MonthlY Exchange server report sHdes includes current On,Prernises EXchange Environment. future planned work and Issues remedfated. Enterprise Compute Montnty account finance Invoice listing resource units and rates, applicable A(ldlticnal Resource Charges (ARCS) and Reduced Resource Account Summary Monthly Credits (RRCs), Aufhorlzed project expenses, procurements, and other Enterprise Compute directly billable expenses. Note that lhls report WIii be provided In a standard lnvolce form that Customer can use as a chargeback mechanlsm,
Monthly status report on three areas of llie IT environment servers, storage, and network. This report addresses the Impact of Customer Service Area Capacity Status and business objectives on resource usage, result£ or system Information Monthly analyses, actual workload ve1sus forecast and predictive analyses of Enterprise Compute Trending ruture needs based on hlstorlcal data (trends). Attributes lndude View of cpu, memory, and other thresholds and trends of servers and virtual systems.

Windows work plans and issues Weekly
Lisi of work being performed with windows and any Virtualized servers.

Describes next steps and outstanding Issues. Entefprlse Compute Renewals Monthly List of all software on maintenance with date of next renewal, Enterprise Compute Capacity management reports Monthly
View or cpo, memory, and other thresholds and trends or servers and virtual systems. Enterprise Compute
Project Artifacts (the relevant one's) gets updated by the Project Plv\O artifacts and metrics Manager's 011 a dally basis. The met~cs ror the projects are submitted as Weekly part of the P(oJec! Siatus Report ( 4-up's) Cross Functional Weekly report avanable on Customer web portal In 11\e p(Ojects portfolio, Cross Functional This Is -a summary report, by active project, describing f)rogress, Project status rep0rts
schedule status, Impacts, Issues, risks and a stoplight Indicator: (Green) On Schedule, No Critical Issues; (Yellow) Problems Exist. Bui Workarounds Are Defined; (Red} Major Problems, No Reoovery Plan Weekly Available.

Provide an OpsCenter 11st of backups perfomied for the month inciudlng 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 and issues
Provide a list of known upcoming Ch.lnges to the backup infrastructure. Enterprise Compute Weekly Denote any lssues and planned remedlaOon.

MTTR Report - Monthly Monthly Mean Time to Resolve, Standard Cross Func{lonal Dashboard Which provides details of Incidents & Infrastructure events Open Incident Volume Dashboard - Monthly split into respective servioe strearns{Deskslde, SD, RM, etc) by Its Priority Cross Funclklnal Mo11thlY (High, Medium & Low}, and the respective statuses(Open or Resolved) as or the end of month each mon 111
Weekly Defect management report is setup to govern & improve incident coding qualHy ror Incident Product Codes, Operational codes, Incident Defect Report - Weqkfy Weekly misroutes and Incidents wllh hlgh 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
Mont111Y 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 & Dl1ect Jnput) (Volume trends of Created/Resolved, Monthly 3. Ticket created and resolved trend by respective service streams Cross Functlonal Reported Source, Service Sireams, (Deskslde, SD S. Resolvers) Assignments Groups & Products) 4. Resolved incidents by the lop assignment groups

5. Resolved trend of lop Products (SD & Deskslde)
6, CSAT trend for SD & Deskside

7. CSAT response rate

8. Tum Around time-trend for SD & Deskslde
Request Aging Report Weekly Backlog of all ticl<ets by their Assigned Owner _group and of the service Cross Functional type " User Service Restoration" and "User Service Requesr All Incidents created & closed by priority with the trending, All Incidents created for that period wiU1 lls current status and Priority.

All lncldents created for that period by Reported Source All tncldents created for that period by Impact
All Incidents created fo,that period by Site
All Incidents created for that period with current Assignment GrQups Request-Operatlonal Report Weekly All lnc'idents created for that period with Its Operational Categories Cross Functional All Incidents created for t11al period with lts Product Categories Incidents Resolved for that period and Its Dally Mean Time to Resolve ( Resolved Time• Created Time)
Mean time to resolved wiill 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/ Wise Installation
Studio
AMS.net Cabling and electrical for data center
AT & T DATACOMM INC Network equipment maintenance
Bay Area Data Supply Desktop 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

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.

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. System Changes ................................................... , ............................................................. 3

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

5. Agents and Subcontractors .......................................................... ...................................... 4 6, Regular Testing and Monitoring of Compliance ............................................................... 4

7. [ncident Response .............................................................................................................. 4

8. Periodic Adjust:nleut. .......................................................................................................... 5

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

10. Audi ls and Verification ...................................................................................................... 5

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

12. Use of Customer Resources, Non-confidential Nature of Infonnatjon On Customer Equipn1ent ......................................................................................................... 6

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 Provfder 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

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 thelr 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 addresslng 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 independeht 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 i'nternally 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

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 wiil 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 sensilivity 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. Servi.Ce 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 Agree.ment.

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 I 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

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' pr1or 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 lnformationn.

SCHEDULE 11

ACCEPTANCE PROCEDURES
to the

IT MANAGED SERVICES AGREEMENT
between

THE CITY OF SANTA CLARA
and

UNISYS CORPORATION

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 mlltually 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 SLICh 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 ln 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 1n good faith believes that the finally delivered Deliverable or Milestone corrects the Customer's initially described deficiencie,s 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.

10. 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. •

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 . ........................................................................................... 5

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

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

4.6 Transition Management Tools ................................................................................. 6

5. 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 meanfngs 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 t11e 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 tn 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 SchedL1le, and (D) ensure that their Transition team performs 1ts respective roles and responslbilities. Unless otherwise approved by Customer, the Service Provider Transitio11 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 3.2 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 nansition 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 Mam:1gement 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 Mcessary 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 fo provide a contrnuously updated picture of the completed and pJanned 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 Transi1Ion activities in order to avoid conflict with critical dates identified by Customer (e.g., tis.cal 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 integr.ate 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 identlfied as Critical Deliverables and Critical Milestones, respectively. The consequences of Service Provlder'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 evaluat1on or testing of Transition Deliverables and confirmation that the Transition Milestones have been properly achieved by Service Provider. A Transltion 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 Re.porting.

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 matrb< 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 SeNice or financial impact.

3.7 Transition Team Meetings.
{A) At a minimum, the TMO and JTMO will meet on a weekfy basis. During meetings, the Service Provider Transition Manager will review the Transition Status Report and w111 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 seNe 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 provTde 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 SeNice 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 follow1ng 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 categorizlng, evaluating and approving Changes to a Transition.
{8) 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 ~equired 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 T ransitlons.

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 level~
(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 detalled 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 issu!= tracker 1n an online repository that is accessible to both Transition teams. The TMO members wilt 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 Project Management Software Microsoft SharePoint /OneDrive Unisvs SDF 0 Collaboration Repositorv Tool

5. TRANSITION APPROACH ANO METHODOLOGY

5.1 Knowledge Transfer Plan.

Within 30 days followtng 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 phases1 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 spedfic 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, ortag 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 Stan
Date)
Role
Transition Manager
Applications Transition
Lead
IT Infrastructure Services
Transition Lead
Responsibilities
point for service integration and demand
management across ·all 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
• Lead Transition activities. Responsible
for planning, managing and monitoring
each Transition. Accountable for
successful Transition completion,
• Some of the key responsibilities 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 Transitions
o Status reporting
o Risk assessment and identification
of mitigation plan
o Issue management and resolution
o Get sign off for processes from
external system support groups and
third parties
• Drive the Transition process and
schedule
• Mobilize Transition team
• Ensure that Applications team Is
optimizing time and involvement from
Customer SM Es
• 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
• Lead Transition activities. Responsible
for planning, tnanaging and monitoring
Transition at global level. Accountable
for successful Transition com letion.
8 Name of Individual
(as of Transition Start
Date)
Name of Individual
Role Responsibilities (as of Transition Start
Date)
• Some of the activities 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 Transition
0 Status reporting
0 Risk assessment and identification
of mitigation plan
0 Issue management and resolution
0 Give presentations to demonstrate
effective knowledge transfer
0 Get sign off for processes from
external system support groups and
third arties
Cross Functional Lead • Establish procedures for:
0 Incident management
0 Problem management
0 Change management
0 Release management
0 Capacity management
0 Availability management
0 Service catalogue management
0 Issue and risk management
0 Communications managebment
0 Quality management
0 Resource management
0 Deliverable Acceptance
management
0 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)
DR Lead • 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
Security and Compliance • Conduct review of IT Security controls Lead (both Cross-Functional and access
management)
• Conduct review of securit and
9 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 Provlders 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 deslgn, 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 $5,722.96
Complete
Transition Kickoff Meeting ED+30 N
Complete
Service Desk Module of the ITSM ED+90 N
Suite Operational (including
availability of City historical ticket
data - i.e., from current Remedy
svstem)
Incident Management/Problem ED+90 N
Management Module of the ITSM
Suite Operational
Event Management Module of ED+90 N
the ITSM Suite Operational
Configuration Management ED+90 N
Module of the ITSM Suite
Operational
Change Management and ED+90 N
Release Management Module of
the ITSM Suite Ooerational
Asset Management and CMDB ED+90 N
Module of the ITSM Suite
Operational
10 Critical Corrective
Deliverable Due Date Transition Assessment ($)
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
AoProved bv Customer

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

22. Annual Department Customer ED+30 N
Satisfaction Survey Format and
Content Developed and
Approved by 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
Comoleted
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 EO+90 N
Onboard.ina 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 I 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, Pha'se 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
Desii::in 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
Comolete

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+S0 N
implementation desiqn Complete

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 progress 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 Ooening
13 SCHEDULE14

CHANGE CONTROL PROCEDURES
TO

MASTER SERVICES AGREEMENT

BY ANO BETWEEN

CITY OF SANTA CLARA
AND

SERVICE PROVIDER
Schedule 14 - Change Control Procedures
Table of Contents
J. INTRODUCTION ........................................................................................................................................ 3

2. CHANGE CONTROL ................. , .............................................................................................................. 3

3. EFFECTIVE DATE OF A CHANCE ....................................................................................................... 6

4. CHANGE MANAGEM.ENT REPORTING REQUJREMENTS ........................................................... 6

5. FAILURE TO AGREE ............................................................................................................................... 7

6. EMERGENCY CHANGE PROCESS; CHANGES TO COM PLY WITH LAWS .............................. 7

7. CHANGE REQUEST WG ....................................................................................................................... 7

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

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 investigatlon, 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 impact 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 information 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;
(il) the associated Service Levels, if any;
(iii) the Fees for the Change (i.e., fi)ced 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;

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) Chan,ges 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 oompltance 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 allocatlon 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 wlth 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 Propo.sal 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.

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 al 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 lo 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.

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 lo 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:

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; c1nd
(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) approved (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).

SCHEDULE 15

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

Schedole 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 Agnew Road, Santa Clara CA
Fire Station 9 3011 Corvin Drive, Santa Clara, CA
Fire Station 1 O 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 Pkwy 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

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 Aqnew 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 - 4750 Lick Mill Blvd.

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

Marv Gomez - 651 Bucher Ave.

Mavwood - 3330 PruneridQe Ave.

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

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

Ravmond G. Gamma Doq 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 trails) War Memorial Plavaround - 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.)

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

SCHEDULE16

TERMINATION ASSISTANCE
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA
AND

SERVICE PROVIDER

Schedule 16 - Termination· Assistance
Table of Contents

1.0 Termination Assistance PJan Overview ............................................... 4

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

2. l 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 Manage111ent ........... ,, .................................................... ........................................ 5

3.3 Risk Management and Mitigation ...... .............................................................................. 5

3.4 Policy/Procedure Documentation Access and Transfer ....................................................... 6

3.5 Disentanglement Reporting (type and frequency) .......... ....................................... ; ............. 6

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

4. l 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 Responsi bill ties ................................................................................... 7

7.0 Termination Assistance Plan ............................................................... 8 7 .1 Tasks Re.quired to Disentangle Services Back to City or Another Provider ............................ 8

7.2 Phases ............ ........................................................................ ...................................... 9 List of Tables
Table 1. Service Provider Tennination Assistance Responsibilities ............ .. ................................ 7

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.

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 use, or in securing rights to use such Software. • Service Provider will provide a detailed project plan for terminatioh 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 wfll 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.

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 specifio termination asslstance 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 Managemen.t
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 ahd 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 fallback 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

Schedule 16 - Termination Assistance
larger cutovers, Service Provider will work with the City to develop a set of acceptance criteria to demonstrate completenes-s of the activity and rnake 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.

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 Providers 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
historlcal data.

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

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

End of Tabl~

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.

Schedule 16-Termination Assistance
(f) All Successor persom1el 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 property) 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. (j) Provide to the Successor reasonable access to Service Provider personnel who were performing the Services to facilitate the orderly transfer of the Services lo the Successor. (k) Provide any City data stored on Service Provider equipment to the Successor in a mutually agreed digital form, as reasonably requested.

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, ahd such others as may be mutually agreed:
(a) In conjunction with the Successor, condLIct 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 Information (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 responsibility1 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 Agreement1 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.

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.

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 StructuTe & Roles ............................................................................... 5

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

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 busine.ss 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;

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 SeNice 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 Service 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 Page4 of 12
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 th.e 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: nmely 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 governance 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.

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 SeNice 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, optrmization
• Discuss new business opportunities
• Review and approve the use of innovation processes to drive significant business change
• Address major relatiohship 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 efficiehcy 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.

Page6 of 12
Schedule 17 - Governance Model
• Review and discuss r~sults 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 revlew • 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: The 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

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 Proiect 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
Prm,1ider
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 performance, 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 manaoement 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 deliverv structure.

I
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 technoloav 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 testing, and training development.

24. Assist In communicating all Changes and updates to X stakeholders and suooort personnel.

IV. Committee Meetings and Reporting

25. Propose committee meetlng 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 changes.

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 agreed to during, committee meetings. X

35. Approve plan to implement action items resulting from, and X aoreed to durinq committee meetlnQs.

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 meetings.

37. Approve follow up reporting. X

Schedule 17 - Governance Model
Governance Services
Service Customer Provider

38. Provide Service Level, resource utilization, project pool analysis and X activity reoorts for reaulred c.ommittee meetinas.

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

40. projects and strategic initiatives, technology improvement and X efficiencv qain 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 Manaqement Committee meetinq, as relevant.

45. Manage cqnsequences resulting from Management Committee X meeting.

46. Prepare and distribute an overview of activity plans as. a result of X Manaqement Committee meetinqs.

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 rneetinQ existina Service Levels and improvinq 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 Chanc:1e Manaaement

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

54. Review contract for continuous improvements and propose contract X Changes (such as additions or Chanqes to Service Levels). 55, Approve or reject contract Changes. X

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

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 sarnple 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).

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. Billina/hwoicim:1

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 Contra.ct Manaaement

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

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 ManaJ1ement
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.

86. Ensure that the Service Provider's systems and procedures comply with legal and regulatory requirements related to the provision of the X' Services.

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

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

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

X

90. Make recommendations on implementation activities and X

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 38.

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

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

X

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.

SCHEDULE18

APPROVED SUBCONTRACTORS
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANT A CLARA
ANO

UNISYS CORPORATION
Schedule 18 - Approved Subcontractors
Schedule 18
Approved Subcontractors

1. Pinnacle Technical Resources dba Pinnacle Group.

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 IPAM

8. Solar Winds Bandwidth Monitor

9. Solar Winds Virtualization Manager
1 O. Symantec NetBackup

11. VMWare Vcenter

12. Zscaler

13. DuoSecurity

14. ShoreTel's ShoreDirector

15. Nimbte'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 during the term of the Agreement to reflect changes in the City's application environment.

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
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

SCHEDULE 23

DISASTER RECOVERY PLAN
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA
AND

UNISYS CORPORATION
Sch~dule 23 - Disaster Recovery Plan
Schedule 23
Disaster Recovery Plan
As of the Effect1ve 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 crrlical 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
• D.ata Center Restore Plan
• CSC Information Technology Operations Recovery Plan
• IT Operations Metro Failover Guide
• ITSM Offline Workaround
• CSC - Business Continuity Progrc1m 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.

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 appllcatlons and r.elated 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 ln 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 tacking.

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 tT 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

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.

Schedule 23 - Disaster Recovery Plan
Summary of Project Deliverables
Validation and stakeholder review of the prioritization scheme for the IT Assets in scope:
• Revlew, 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,
Perfonn restore to normal operations
Review findings and recommendations with appropriate IT and stakeholders and incorporate input.

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

Task Name ---
alidate and Update Existing BC Plan
Validate current assumptions and HA environment
Identify Hybrid Cloud & Backup impacts
Validate all Business Critical Applications
Review and Obtain city sign-off on SCP Updates ----
HA DR Information Plan
Disaster Recovery Pro9ram: Information Technology Strat_e=g.._y_: __ Enterprise & Cloud Architecture
Identify and research Clouq/Hosted DR solLltions
Define conceptual architecture aspects of a Disaster Recovery solution, including Cloud-based options
Describe Replication of Server & Data Images to DR Site Describe Deployment of Servers & Infrastructure at DR Site Investigate the number/feasibility of providing web-based access to all thick-client applications through a virtual pc or similar interface technology Investigate the feasibility of designating a work area for deployment as a Business __ R_esum_ption Ce_n_te_r __
DR Analysis:

Identify vendors which enable the proposed solution
Describe recommendations to current Technology Infrastructure in support of Proposed I.T. Operations Resilience & Recovery Plans
Write up technical requirements for DR Solution
DR Solution Migration Cost Estimate
IT Failover procedures and Guide critical level 1 and level 2 systems/applications ~ eturn to normal operations procedure_s __ _ ----.

IT Incident and Communication Management Plan
Activation and Notification Criteria and Process - ---
Datacenter Restore Plan ----
Duration
14 days
75 days
5 days
5 d~
5 days ~
1 day
33 days
12 days
10 days
- ___J_Q_ days
5 days
5 days -
Pe 5 days rform BC/DR Tabletop Test
Preparation for the HA Tabletop test
Perform Actual HA Tabletop Test
Lessons learned
2 daysl
2 days
-"---- 1 day1

Schedule 23'- Disaster Recovery Plan
Update DR Plan
IT 9perations Recovery Plan
IT ~ncident and Communication Management Plan
DR and Regular CSC System Testing (MASTER) Plan
Datacenter Restore Plan
Diagrams, architecture and related do~umentation
BC and DR plan updates complete
Pe_!form Actual HA Failover and Restore (return to normal operations) Preparation for the test
Perform Actual Test of the selected 5 applications
I Lessons learned - Final Document Release
Off on HA and DR Plans
Provisional Disaster Recovery Plan Document
10 days
2 days
2 days
2 days
2 days
2 days
O days
5 days
2 days
2 da s
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 lnfmmation

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

Schedule 23 - Disaster Recovery Plan

4. Plan Activation Procedures

5. 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 ONS Changes

4. 7 Network Recovery Procedures
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

SCHEDULE 24

CONSENTS
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANTA 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.

SCHEDULE 26

INVOICE FORMAT
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA
AND

UNISYS CORPORATION
Schedule 26 - Invoice Formal
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) Main Invoice - Monthly
(ii)
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 b
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

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

SCHEDULE 27

INTERNAL CONTROLS AND PROCEDURES
TO

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CITY OF SANTA 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 security 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.

Schedule 28 - Financial Responsibility Matrix
SCHEDULE 28

FINANCIAL RESPONSIBILITY MATRIX

TO MASTER SERVICE AGREEMENT

BY AND BETWEEN

CITY OF SANTA 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,
Own Refresh Capital Add, Maintenan Services Cost of Cost for ce Spares Disposal lmprovem Change Contracts ents (IMAC) 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 Page2 of 5
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 Disposal
ents (IMAC) Contracts
Provider Provider Provider Prm,ider 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 Ser:vi'ce Service Service Service Locations other than Customer -Provided samole units
Provider Provider Provider Provider Provider Provider ProvideT Provider

2. Financial Responsibility Matrix - Facilities
Financial Responsibility
Customer facilities Customer
Servfce Provider staff at Cwstomer 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.9 . hiring, Service Provider Customer internal process training, adjustments and specific) requested knowledge transfer (if done in related Taxes. projects) parallel with existinci 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

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 dom!, in projects) parallel with_existlnQ staff))
Contract Staff - Type 3 Service Provider Service Service Customer Servlce 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. fjnancial Responsibility Matrix - Software
- Upgrade /
Enhance - Install, Move, 3rd Party
' License I Refresh Capital Add, Change Services Maintenance Improvements (IMAC) Contracts -
Customer Desktop OS Customer Customer Customer
Service Service Customer Provider Provider
Customer Desktop Customer Customer Customer Service SeNice Customer Aoolications Provider Provider Service Provider internal Service Service Service Service Service Service emolovee Desktop OS Provider Provider Provider Provider Provider Provider

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

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.

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 unroaded from a covered auto.

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Polley 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 Provfder 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 employee.s. 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 provisions1 must be part of each commercial general liability policy, and each umbrella or excess policy.

1. 2.

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 liabllity arising out of Service Provider's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01 , or its equivalent.

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

Schedule 29- Customer Insurance Requirements

3. 4.
may possess, including ahy self-insurance or self-ihsured 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.

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 (10) 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.

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 alt 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.

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
lnfomiation Technology Department
P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096
Telephone number:

Pax 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.

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 Cjty may~ at its sole discretion, tenninate this Agreement in the event any one or more of the following occurs:
l. ll' a Service Provider
1 does any of the following:
a. ls 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 d.ishonesty3; c. Is convicted of an offense nwolving dishonesty or is convicted of fraud or a c1iminal offense in connection with: (I) obtaining; (2) attempting to obtain; or, (3) perfonning a public contract or subcontract; d. ls 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) witl, respect to this Agreement.

2. lf fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other mdividual associated with the Service Provider can be imputed to the Service --Provider when the conduct occurred in connection with the individual's perfo1mance or duties for or on behalf of the Service Provider, witb the Service Provider's knowledge, approval or For purposes of this Agreement ''Service Provider" means any of the following: an owner or co-owner of a 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 of a 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 judgmellt or conviction of a 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 lo pay tax obligations, receiving stolen property, collusjou or conspiracy.

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 tem1inate 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 capabilily4 or business experience5 to perform the terms ol~ or operate u11der, this Agreement; or,

2. If City detemtlnes that the Service Provider fails to submit information, or submits false infotmation, which is required to perfo11n or be awarded a contract with City. including, but not limited to, Sctvice Provider's failure to maintain a required State issued license, failure to obtain a City business license (if applicable) or failure to provide and maintain bonds and/or insurance policies required under this Agreement.

C. 1n the evenl a prospective Se1vice Provider ( or bidder) is ruled ineligible (debarred) to patticipate in a contract award process or a conL1·act 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 tbe notice given by City to have the matter heard. The matter will be heat·d wjthiu thiity (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. 171e Service Provider shall have Lhe opportunity to present evidence, both oral and documentary, and argument.
4 Service Provider becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefil 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 oftbe United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or tl'ustee 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.

Schedule 30 - Customer Ethics Policy

AFFIDAVIT OF COMPLIANCE WITH ETIDCAL ST AND ARDS
I hereby state that I have read ahd understand the language, .entitled "Ethical Standards" set fo11h in Exhibit D. Thave the authority to make these representations on my own behalf or on behalf of the legal entity identified herein. 1 have examined appropriate business records, and r have made appropriate inquiry 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 bas power to control a business entity, etc.J has been convicted of any one or more of the crimes identified in U1e Ethical Standards within the past five (5) years.

The above assertions are true and con-ect and are made under penalty of petjmy wider the laws ofthe Stale of California.

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

NOTARY'S ACKNOWLEDGMENT TO BE ATTACHED
Please exectite 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 behalJ of the legal entity shall appear above.

Written evidence oftbe authority of the person execvting this affidavit on behalf of a corporation, paltnership, joint venture, or any other legal entity, other than a sole proprietorship, shall be att,1ched.

California All-Purpose Acknowledgment CIVIL CODE§ 1189 r,- ;1
= =· ~~ --=-= ... •·~ ==~~ -.:--.. .!.-.-- ~-=• •_ -;.. .. -=.---~ -- ~ .. ..=." - ~_,,....:.__. ==== ===;, A notary public or other officer completing this certificate verifies only the identity of the individual who signed tbe document to which this certificate is attached, and not the truthfulness, accuracy, 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 lo me on the basis of satisfactory evidence to be the person(s) whose narne(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(ics), 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 California that the foregoing paragraph is true and correct.
a ANIWETTE AGEE
< Nottrr Putllic • Cafllornla z Santa Clare Oountr j Comm1111on fl 2t87760 c c O O O ,Ml £0min. E•~rts Mar 23, 2021 J
sea o eua sao
WITNESS my h
TITIS CERTIFICATE MUST BE A TTACHTID 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.

City of Santa Clara Page 1 of 3 Printed on 6/11/2021
powered by Legistar™
21-706 Agenda Date: 6/15/2021
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
powered by Legistar™
21-706 Agenda Date: 6/15/2021
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
City of Santa Clara Page 3 of 3 Printed on 6/11/2021
powered by Legistar™
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
25-337 Agenda Date: 5/27/2025

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 1 to the Master Agreement with Unisys Corporation for Information Technology Outsourcing Services

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
In December 2016, the City conducted a competitive Request for Proposal (RFP) for Information Technology Outsourcing Services. Following a comprehensive evaluation process, Unisys Corporation (Unisys) was selected and awarded an eight-year agreement, consisting of an initial four -year term and four one-year renewals. The City Council approved the execution of the agreement with Unisys for the initial term on May 16, 2017 (Attachment 1).

On June 15, 2021, City Council authorized the City Manager to exercise the four one-year renewal options to extend the agreement through June 30, 2025 (Attachment 2). The total authorized amount under the agreement through this date is $70,003,542.

Under the current agreement, Unisys provides Citywide IT services for all major service areas, including infrastructure support, enterprise applications and websites, departmental IT solutions, enduser support, and cross-functional services. These services include 24x7 management of missioncritical systems, helpdesk operations, cybersecurity, and project management. The agreement also provides for enterprise-class tools such as the ServiceNow platform for incident and service request management, change management, configuration management, and a centralized knowledgebase.

Recognizing the critical need for uninterrupted, secure, and stable IT operations, particularly given the major events scheduled in 2026, including the FIFA World Cup and Superbowl, staff determined it is in the City’s best interest to continue services with Unisys. In October 2024, staff issued an RFP to retain a third-party consultant to evaluate the current agreement, interview key stakeholders, and support negotiations for a contract extension. A consultant was selected and engaged in January 2025.

Negotiations are underway for a revised agreement, which includes the review and update of the Master Services Agreement (MSA) and 39 accompanying schedules that cover details such as the services solution, scopes of work, and service level agreements (SLAs).

DISCUSSION
Unisys has been a valued service provider and has demonstrated their commitment to supporting the City’s IT needs. With the agreement set to expire on June 30, 2025, and in consideration of the City of Santa Clara Page 1 of 3 Printed on 5/23/2025
powered by Legistar™
25-337 Agenda Date: 5/27/2025
specialized expertise required to manage and maintain the City’s IT infrastructure and applications, City staff recommends a short-term extension of the agreement to ensure continuity of services.

Staff is seeking authority to negotiate and execute Amendment No. 1 to the agreement to extend the term by six months through December 31, 2025, and to increase compensation by $4,359,478, for a revised not to exceed maximum compensation of $74,363,020. This short-term extension will allow staff the necessary time to finalize negotiations for a longer-term extension of up to three years. This short-term extension will maintain current service levels and contract provisions wherever feasible.

As permitted under the agreement, Unisys will apply a price adjustment increase, estimated at 2.1%, tied to the Consumer Price Index (CPI). The Amendment will address application of CPI-based increases to both Staff Labor Rates and Resource Unit Fees.

Negotiations for the longer-term extension have required detailed analysis and review of the MSA and accompanying schedules, and extensive discussions with Unisys. Staff anticipates returning to City Council within the next few months with a recommendation for the longer-term extension.

The proposed longer-term extension (expected to run through 2028) will help to ensure uninterrupted IT services during major planned events in 2026. In addition, it will allow sufficient time to conduct a sourcing and service delivery strategy, and evaluate, plan, and conduct a new competitive procurement process for the City’s next generation IT service delivery.

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 2025-26 Proposed Operating Budget includes funding for Unisys services in the Information Technology Services Fund. The six-month extension will increase compensation by $4,359,478, for a total not to exceed $74,363,020.

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] or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Authorize the City Manager or designee to negotiate and execute Amendment No. 1 to the Master Agreement with Unisys Corporation for Information Technology Outsourcing Services to increase the maximum compensation by $4,359,478, for a revised not to exceed total amount of $74,363,020. and City of Santa Clara Page 2 of 3 Printed on 5/23/2025
powered by Legistar™
25-337 Agenda Date: 5/27/2025
to extend the term of the agreement for an additional six months through December 31, 2025, subject to the appropriation of funds and review and approval as to form by the City Attorney.

Reviewed by: Gaurav Garg, Director/CIO, Information Technology Department Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Original Agreement and RTC 13.B1

2. RTC 21-706 and Option Documents
City of Santa Clara Page 3 of 3 Printed on 5/23/2025
powered by Legistar™

MASTER SERVICE AGREEMENT

FOR INFORMATION TECHNOLOGY OUTSOURCING SERVICES

BY AND BETWEEN

CITY OF SANTA CLARA
AND

UNISYS CORPORATION
Master Service Agreement

TABLE OF CONTENTS

1. INTERPRETATION ..............................................................................................................................4

2. AGREEMENT STRUCTURE ...............................................................................................................5

3. SCOPE OF SERVICES........................................................................................................................5

4. OPERATION ........................................................................................................................................8

5. INDEPENDENT CONTRACTOR .......................................................................................................10

6. SERVICE PROVIDER STAFF ..........................................................................................................11

7. FACILITIES USE................................................................................................................................13

8. MANAGED AND ASSIGNED AGREEMENTS...................................................................................14

9. SERVICE LEVELS .............................................................................................................................16

10. PAYMENT TERMS ........................................................................................................................16

11. MOST FAVORED CUSTOMER.....................................................................................................18

12. BENCHMARKING..........................................................................................................................19

13. COMPLIANCE AND AUDIT...........................................................................................................19

14. TERM AND TERMINATION...........................................................................................................23

15. INTELLECTUAL PROPERTY RIGHTS .........................................................................................26

16. CUSTOMER DATA AND INTANGIBLE PROPERTY....................................................................28

17. SECURITY AND CONFIDENTIALITY ...........................................................................................28

18. REPRESENTATIONS, WARRANTIES, AND COVENANTS ........................................................32

19. ADDITIONAL COVENANTS ..........................................................................................................33

20. GOVERNANCE..............................................................................................................................34

21. INDEMNIFICATION .......................................................................................................................36

22. DAMAGES .....................................................................................................................................39

23. INSURANCE..................................................................................................................................40

24. FORCE MAJEURE ........................................................................................................................40

25. NOTICES .......................................................................................................................................42

26. NON-SOLICITATION.....................................................................................................................43

27. RELATIONSHIP.............................................................................................................................43

28. SEVERABILITY..............................................................................................................................43

29. WAIVER .........................................................................................................................................43

30. PUBLICITY.....................................................................................................................................43

31. GOVERNING LAW ........................................................................................................................44

32. ASSIGNMENT AND DIVESTITURE..............................................................................................44

33. GOOD FAITH.................................................................................................................................44

34. FURTHER ASSURANCES ............................................................................................................44

35. NO THIRD PARTY BENEFICIARIES ............................................................................................44

36. COUNTERPARTS .........................................................................................................................44

37. ENTIRE AGREEMENT ..................................................................................................................44 Master Service Agreement

TABLE OF SCHEDULES
Schedule 1 Definitions
Schedule 2 Service Tower Solutions
Schedule 3 Statements of Work
Schedule 4 Service Levels
Schedule 5 Fees
Schedule 6 Benchmarking
Schedule 7 Reports
Schedule 8 Managed and Assigned Agreements
Schedule 9 [RESERVED]
Schedule 10 Security Protocol
Schedule 11 Acceptance Procedures
Schedule 12 [RESERVED]
Schedule 13 [RESERVED]
Schedule 14 Change Control Procedures
Schedule 15 Service Locations
Schedule 16 Termination Assistance
Schedule 17 Governance and Service Provider Key Personnel Schedule 18 Approved Subcontractors
Schedule 19 Customer Software
Schedule 20 [RESERVED]
Schedule 21 [RESERVED]
Schedule 22 Service Provider Software and Service Provider Materials Schedule 23 Disaster Recovery Plan
Schedule 24 Consents
Schedule 25 [RESERVED]
Schedule 26 Invoice Format
Schedule 27 Internal Controls and Procedures
Schedule 28 Financial Responsibility Matrix
Schedule 29 Customer Insurance Requirement
Master Service Agreement

THIS MASTER SERVICE AGREEMENT ("Agreement" and “MSA”) is entered into as of January 1, 2026 ("Effective Date") by and between the City of Santa Clara, California, a chartered California municipal corporation and its affiliated local agencies with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 (“City” and “Customer”); and Unisys Corporation, a Delaware corporation, with its principal place of business located at 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422 ("Service Provider" and “Contractor”). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.” WHEREAS, in response to Customer's request to provide certain information technology outsourcing services to Customer ("Request for Proposal"), Service Provider submitted its proposal to provide information technology outsourcing services to Customer ("Proposal"); and WHEREAS, Service Provider has represented that it is a competent, qualified, and experienced provider of IT services of the type required by this Agreement, and has advised City that it can fulfill and satisfy the requirements of this Agreement.

WHEREAS, based on the Proposal, Customer and Service Provider have engaged in extensive negotiations and discussions that have culminated in the formation of the relationship described in this Agreement with respect to the information technology outsourcing services in order to:

Create advantage for Customer and Customer’s end-users through the outsourcing of the Services (as defined below), achieve best-in-class standards and sustain and enhance such standards through continuous improvement; and,
Improve Service Levels through regular assessment and reviews of all processes and procedures for the performance of the Services, and improve overall productivity to provide significant value to Customer.

NOW THEREFORE, the Parties hereby agree as follows:

1. INTERPRETATION

1.1 Defined Terms. The defined terms used in this Agreement will have the meanings set forth in Schedule 1 or stated where they first appear, unless the context clearly requires otherwise.

1.2 Reference to Statutes. A reference to any statute, enactment, order, regulation or other similar instrument will be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re-enactment thereof.

1.3 Headings. Headings are in this Agreement for ease of reference only and will not affect the interpretation or construction of this Agreement.

1.4 Interpretation. The recitals above are (i) intended as a general statement of purposes for this Agreement; and (ii) are not intended to expand or contract the scope of the Parties’ obligations or to alter the plain meaning of this Agreement’s terms and conditions. However, the Parties do intend that the Agreement be interpreted and performed in a manner consistent with these objectives.

1.5 Section References. References to Articles, Sections, Schedules and Appendices are, unless otherwise provided, references to articles, sections, schedules and appendices to this Agreement.

1.6 [RESERVED].

1.7 Waiver of Presumption. The Parties are sophisticated and have been represented by counsel during the negotiation of this Agreement. As a result, any presumption or rules of construction Master Service Agreement

relating to the interpretation of contracts against the drafter thereof should not apply. The Parties hereby waive any such presumption or rule.

2. AGREEMENT STRUCTURE

2.1 General. This Agreement sets out the Parties' agreement as to the provision of Services from Service Provider to Customer.

2.2 [RESERVED].

2.3 [RESERVED].

2.4 Order of Precedence. This Agreement, all Schedules thereto, will be construed to be consistent, insofar as reasonably possible. In the event of any conflict between the provisions of the Master Service Agreement, the Schedules thereto, the conflict will be resolved in accordance with the following order of precedence: first, the Master Service Agreement; and second, the Master Service Agreement Schedules; provided, however, that any specific description of any service or other performance obligation in any Schedule will supersede any inconsistent general reference in the relevant agreement.

2.5 Amendment, Modification. This Agreement may only be amended, varied or modified by further written agreement of authorized representatives of Service Provider and Customer. Any such amendment, variation or modification will be binding upon both Parties.

2.6 [RESERVED].

2.7 [RESERVED].

2.8 [RESERVED].

2.9 [RESERVED].

3. SCOPE OF SERVICES

3.1 Services. Commencing on the effective date of each Service, whether under this Agreement and its Schedules, and continuing throughout the term of said agreements, Service Provider will be responsible for providing to Customer:

3.1.1 The tasks, services, functions and responsibilities described in this Agreement (the services, functions and responsibilities described in the Schedule 3, Service Description, attached hereto), or in any of the other associated Schedules, Appendices or other documents attached to this Agreement and incorporated herein by reference.

3.1.2 Any services, functions or responsibilities not specifically described in this Agreement, but which are inherent in or necessary for the proper performance and delivery of the Services and not otherwise expressly excluded by the Parties;

3.1.3 Other miscellaneous activities related to the Services that Customer may request from time to time that do not require additional resources or affect Service Levels or other agreed performance standards, within standard business hours as referenced in Schedule 5 Section 5.4; and

3.1.4 If any functions not specifically described in this Agreement are required, necessary or customary for, or incidental or ancillary to, the proper performance and provision of the Services in accordance with the requirements of this Agreement (including the performance standards), such functions will be deemed to be implied by and included within the scope of the Master Service Agreement

Services (and provided to Customer at no additional charge) to the same extent and in the same manner as if expressly described in this Agreement.

3.2 Project Services. The Services contain certain Project Services. Personnel assigned to perform Project Services will possess the training, education, skills and competence necessary to perform their assigned responsibility. When Service Provider proposes additional staff or resources for Project Services, Customer, at its option, may: (i) temporarily relieve Service Provider of Service Level obligations, so that Services may be performed with available staff or resources, without additional Charges or undue impact upon operations or user satisfaction; or (ii) authorize additional staff and resources, for which Customer will pay based on approved contract rate card, or (iii) adjust against any available credits to the Customer. There will be no additional charge for Project management performed by Service Provider personnel ordinarily assigned to performance of Services for Customer.

3.3 Location of Services. All Services will be provided by the Service Provider either at Customer premises or from the Service Provider Service Location(s) or remote, as specified in Schedule 15. Customer disclaims all responsibility for oversight of such remote personnel, and compliance with any and all laws applicable to such remote personnel. Service Provider warrants compliance with all applicable laws, regulations, and directives (including but not limited to Executive Orders) with relation thereto.

3.4 Reports. Service Provider will provide to Customer, the monthly and other periodic reports concerning Service Provider’s service and performance specified in Schedule 7, Reports.

Additional reporting requirements and change procedures related to reporting are specified in Schedule 17, Governance and Service Provider Key Personnel. Periodic reports may be based upon Service Provider’s standard forms of reports to its customers, if they provide the information that Customer reasonably requires or the reporting shall be based on the format mutually agreed upon by the Parties. Reporting requirements will contain read-only online access for responsible Customer management to tools used to manage delivery of service (e.g., “dashboards” for Service Level performance, trouble-ticket systems). Service Provider will provide, implement and customize all tools and procedures required for reporting Service Levels at no additional cost to Customer.

3.5 [RESERVED].

3.6 Out-of-Scope Services and New Services. Customer may from time to time request that Service Provider perform an Out-of-Scope Service and New Services. Within ten (10) business days of Customer’s request, or such other time period mutually agreed upon by the Parties, Service Provider will provide Customer with a written proposal for such Out-of-Scope Service or New Services that will address (i) a description of the services, functions and responsibilities Service Provider anticipates performing in connection with such Out-of-Scope Service or New Services; (ii) a schedule for commencing and completing such Out-of-Scope Service or New Services with commencement not later than thirty (30) days after Customer’s approval (if any) of such Out of Scope Service or New Services, unless otherwise mutually agreed by the Parties; (iii) Service Provider's prospective fixed price Fees for such Out-of-Scope Service or New Services, with a detailed breakdown of such Fees; (iv) a description of any new software or hardware to be provided by Service Provider in connection with such Out-of-Scope Service or New Services; and (v) such other information as may be requested by Customer.

The proposal shall constitute Service Provider’s firm offer, irrevocable for ten (10) business days (or such longer period as required by such proposal, the “Response Period”), to perform such services as described in such proposal upon the terms and conditions set forth therein. Prior to the expiration of the Response Period, Customer shall notify Service Provider in writing if Customer elects to accept Service Provider’s proposal and proceed with implementation of the Out-of-Scope Service or New Services upon the terms and conditions set forth therein (any such notice, a “Notice to Proceed”). In the event City Council approval is required for the Out-of-Scope Service or New Services, Customer shall notify Service Provider, prior to the expiration of the Response Period, of its intent to seek such approval and Service Provider’s firm offer shall remain pending and irrevocable for sixty (60) days or for such other time period as mutually agreed upon by the Parties. Following City Council review, Customer shall either issue a Master Service Agreement

Notice to Proceed or instruct Service Provider not to proceed. If, within the Response Period, Customer gives notice to Service Provider not to proceed, or fails to give any notice to Service Provider, then Provider’s proposal shall be deemed rejected and the proposal for the Out-of-Scope Service or New Services shall be deemed withdrawn, and Service Provider shall take no further action with respect to either. Upon Customer’s issuance of a Notice to Proceed as described above, Service Provider’s proposal shall be deemed accepted by Customer and the terms and conditions thereof (as modified by written mutual agreement of the Parties in negotiations prior to issuance of such Notice to Proceed) shall be deemed to constitute such Out-of-Scope Service or New Services.

3.6.1 Service Provider will not begin performing any Out-of- Scope Service or New Services unless and until the Change has been approved in accordance with the Change Control Procedures (as defined in Section 4.6).

3.6.2 If Changes can be effected or Out-of-Scope Services or New Services performed with the resources available for performance of the Services, there will be no adjustment in Service Provider's Fees (other than through normal operation of charging metrics for additional or reduced consumption of chargeable resources). Service Provider's Fees for Out-of-Scope Services or New Services involving net additional or reduced resources will be at the rates specified in Schedule 5, Fees, unless there is no applicable fee specified for the type of Out-ofScope Service or New Services requested and the Fees specified cannot reasonably be applied, in which case Service Provider's Fees for Out-of- Scope Services or New Services will be no higher than the fees that Service Provider then offers to its most favored customers.

3.6.3 The Parties will consider in good faith opportunities for gain-sharing with respect to Out-of-Scope Services or New Services.

3.7 Customer Performance of Services. This is a non-exclusive Agreement. Customer has the right to perform itself, over the Initial Term, or retain third parties to perform, any of the Services or the Out-of-Scope Services or New Services. To the extent Customer performs any of the Services or the Out-of-Scope Services or New Services itself, or retains third parties to do so, Service Provider will cooperate with Customer or such third parties as reasonably required to transition such Services to Customer or Customer's retained third parties. Service Provider's obligation to cooperate is subject to any third party agreement to the confidentiality restrictions that this Agreement imposes on Customer, and such cooperation will respect Service Provider's and Customer's commitments to contractual restrictions and obligations imposed by third party suppliers. In the event Customer reduces the Services pursuant to this Section, the Fees will be adjusted in accordance with applicable charging metrics and, if no such metric applies, the Change Control Procedures, to reflect the reduced scope of Services being provided by the Service Provider.

3.8 Business Continuity and Disaster Recovery. Service Provider will provide the business continuity services and disaster recovery services as specified in Schedule 23, Disaster Recovery Plan, and that are specified in the applicable Service Description and Procedures Manual. In the event of a disaster, personnel ordinarily assigned to the performance of Services for Customer under this Agreement will, at Customer’s request, be made available to perform business continuity and disaster recovery services in cooperation with Customer. Service Provider will be excused from all SLAs impacted by such Customer requested personnel reallocation.

3.9 Excuse from Performance. Except as otherwise required under this Agreement and the Schedules, in addition to the excused performance contemplated under Section 24 (Force Majeure), Service Provider will be excused from failures to achieve the Critical Transition Milestones, perform the Services, meet or exceed the Service Levels in this Agreement to the extent that (i) Customer fails to perform the retained services or obligations identified in the Service Description under this Agreement; or, (ii) such failure or other acts or omissions of Customer or its agents (not undertaken at Service Provider’s direction or with Service Provider’s consent) directly contributes to or causes Service Provider's failure to perform; or, (iii) a third-party, who is not an Approved Subcontractor as listed in Schedule 18 (Approved Subcontractors) fails to perform its obligations; provided, however, that Service Provider must (a) give Customer prompt notice of Customer's failure to perform such retained Master Service Agreement

services resulting in such performance failure, (b) use its reasonable efforts to continue to perform despite Customer's failure to perform retained services and (c) use its reasonable efforts to mitigate the adverse consequences of Customer's failure to perform such retained services.

3.10 Additional Services. Other California local governmental bodies may be eligible upon mutual agreement between Customer and Service Provider to participate in this Agreement pursuant to the terms and conditions of the Agreement for the purchase of like services if such bodies are authorized, by law or their governing bodies, to execute such purchases, and if such authorization is allowed by Customer.

4. OPERATION

4.1 Service Locations. The Services will be provided to Customer from the Service Locations as specified in Schedule 15, Service Locations, at the locations specified in Schedule 15, and any other location for which Service Provider has received Customer's approval.

4.1.1 [RESERVED].

4.1.2 [RESERVED].

4.1.3 Service Provider will bear any costs of transition occasioned by Service Provider's relocation of Services as a result of changes in Law where the change in location is not addressed in Schedule 15 or otherwise requested by Customer. If any change in Law requires Customer’s relocation of Services, Customer will bear any costs of transition occasioned by such relocation.

4.1.4 Any change in the location where the Services are performed during the term of this Agreement must be approved in advance and in writing by Customer in accordance with the Change Control Procedures in Schedule 14 (Change Control Procedures). Customer will not unreasonably withhold or delay consent, but Customer may condition its consent upon reasonable assurances of timely performance without any material disruption or interruption of the Services, such as approval and performance of a mutually agreed migration plan. Customer will have the right to withhold consent if a change in Service Location results in Services being performed from a location outside the United States.

4.1.5 Any relocation of operations undertaken for Service Provider's convenience will be undertaken in accordance with the Change Control Procedures in Schedule 14 (Change Control Procedures), at Service Provider's expense (such as, reimbursement of Customer's reasonable, actual costs related to relocation, payment of any and all taxes attributable to relocation, taxes, or increases in taxes upon the Services, and reimbursement of any additional, continuing costs related to relocation).

4.1.6 In the event that any change pursuant to Section 4.1.5 above has a material increase on the Fees, Customer will not bear or be charged or be responsible for any additional one-time or ongoing expenses or Fees as a result of the relocation of Services. Customer will have the right to terminate this Agreement upon notice to Service Provider, without any obligation to pay any Termination for Convenience Fees or other amounts if the Service Location change has material impact on Fees.

4.2 English Language. All records and invoices will be maintained in and all oral and written communications (including without limitation meetings, telephone calls, reports, notices and conferences) will be conducted exclusively in the English language. Unless otherwise agreed in writing, all Service Provider personnel, including Key Personnel, will be fluent in the English language (or the language of those with whom they interact), and those who interact with Customer employees, customers and vendors must be readily understandable to those employees.

Master Service Agreement

4.3 Customer Architecture, Policies and Procedures. In providing the Services to Customer, Service Provider must adhere to Customer's information management technical architecture, standards, guidelines, policies and procedures, Customer’s applicable internal controls as they may be modified and communicated in writing to Service Provider by Customer prior to Effective Date provided, however, that if Customer modifies its technical architecture in a manner that requires Service Provider to acquire new hardware, software or other resources that materially increases Service Provider's costs above what had been planned and such is not a scheduled update or upgrade to the existing Software or hardware used to provide the Services, the modification will be considered a Change that is subject to the Change Control Procedure in Schedule 14 (Change Control Procedures). Except as provided in this Article 4.3 adjustments in Services in accordance with this Section will be deemed to be within the scope of the Services to the same extent and in the same manner as if expressly described in this Agreement.

4.4 Currency of Services, Technology. Service Provider will, without any additional Fee, cause the Services, as approved by Customer, to evolve and to be modified, enhanced, supplemented and replaced as necessary for the Services to keep pace with technological advances and advances in the methods of delivering services. In particular, and without limiting the generality of the preceding sentence, Service Provider's software, tools, utilities, methodologies, processes and other normal procedures for performing Services will be upgraded and enhanced as and when upgraded or enhanced for Service Provider's own business and the support of its customers generally; Service Provider will keep such software, tools, utilities, methodologies, processes and other normal procedures on current supported releases as reasonably determined by Customer; Service Provider will keep material hardware for which Service Provider has financial responsibility, as designated in Schedule 28, Financial Responsibility Matrix, under warranty and/or manufacturer’s service contracts; and Service Provider will refresh hardware for which Service Provider has financial responsibility, as designated in Schedule 28, at reasonable intervals, consistent with good industry practice and as required to achieve agreed performance standards. Third party tools and utilities used to perform Services will be maintained on current, or near-current, supported releases. Adjustments in Services in accordance with this Section will be deemed to be within the scope of the Services to the same extent and in the same manner as if expressly described in this Agreement.

4.5 Procedures Manual. Within ninety (90) days after the Effective Date, with Customer's input and cooperation, Service Provider will prepare a Procedures Manual in the form and scope agreed to by the Parties and will deliver the procedures manual to Customer, for Customer's approval ("Procedures Manual").

4.5.1 The Procedures Manual will contain Service Provider's procedures for performing the Services so that the Services are performed accurately and in a timely manner, and will contain all operations manuals, support plans and user guides necessary and sufficient to document such procedures to Customer's satisfaction. Service Provider will perform the Services in accordance with the Procedures Manual.

4.5.2 Following Customer's review of the Procedures Manual, Service Provider will proactively revise the Procedures Manual on an ongoing basis and will resubmit the Procedures Manual for approval, as reasonably requested by Customer. On at least an annual basis, and at least 30 days prior to each anniversary of the Service Commencement Date, Service Provider will update the Procedures Manual to reflect any Changes in the operations or procedures described.

4.6 Change Control Procedures. Customer or Service Provider may propose Changes. All such Changes will be implemented pursuant to the procedures set forth in Schedule 14 ("Change Control Procedures").

4.6.1 Subject to Article 4.8 routine changes, such as all Changes that do not require material, net additional cost, effort or resources, or that can be accommodated with the resources ordinarily available for performance of the Services without impact to Service Levels, Projects or Deliverables, will not result in any increase or decrease to the Fees. Charges for Changes that do Master Service Agreement

require material, net additional cost, effort or resources, or that cannot be so accommodated, will be determined in accordance with Section 3.6.2, above.

4.6.2 If Service Provider and Customer are not able to agree on (i) the effect of the Change, if any, on the Fees and the manner in which such effect was calculated, (ii) the effect of the Change, if any, on Service Levels and any necessary revisions thereto, or (iii) the anticipated time schedule for implementing the Change, then the issue will be resolved in accordance with the dispute resolution procedure set forth in the Schedule 17, (“Governance and Service Provider Key Personnel”), and Article 20 of this Agreement; provided, however, Service Provider will not proceed with any Change while the Parties seek to resolve such disagreement. Service Provider shall not implement any change in its performance of Services that would have a material, adverse effect upon Customer’s use or receipt of the Services, or increase Service Provider’s Fees or Customer’s other costs, without Customer’s approval, which Customer may give or withhold in its sole discretion but not unreasonably withheld or delayed. Service Provider may make temporary changes in its operations required by an emergency if prior approval is impractical, but in such cases shall promptly document and report such emergency changes to Customer. If Customer agrees that such temporary Change was reasonably required, Customer agrees to reimburse Service Provider for reasonable costs of implementing such temporary Change.

4.6.3 Service Provider will not be required to comply with any such Change request if its compliance will violate applicable Law. Service Provider will promptly inform Customer if it determines it cannot implement the Change mandated by Customer and comply with applicable Law.

4.6.4 Service Provider will not invoice, and Customer will not be liable for, any Change or Out-of-Scope work performed by Service Provider unless a Change has been approved in accordance with the Change Control Procedures set forth in Schedule 14 ("Change Control Procedures"). The Fees for such work will be specified in the applicable Change request form.

4.7 [RESERVED].

4.8 Prioritization of Scheduling. Service Provider agrees that Customer will retain final discretion over the priorities in scheduling performance of the Services, such as any Projects, and may change priorities from time to time via the Governance Processes set forth in Schedule 17 (“Governance and Service Provider Key Personnel”) and in Schedule 14 (“Change Control Procedures”). If a change in priorities by Customer will adversely affect any Service Level, Service Provider will, if practicable notify Customer's Services Director of the expected impact ("Impact Assessment") of the change in priorities. If Customer's Services Director approves the change in priorities, and there is a failure to meet a Service Level that Service Provider notified Customer may occur in the Impact Assessment, then the failure to meet the Service Level will be excused to the extent caused by the change in priorities. Customer acknowledges that changes in priorities may affect ongoing performance of Services and Fees and other costs to Customer. Service Provider agrees to cooperate with Customer and use diligent efforts to minimize additional costs, Fees or other adverse effects, and further agrees that Customer may adjust priorities, temporarily relieve Service Provider from Service Level or other obligations or authorize additional staff, Services or other resources in Customer’s sole discretion.

5. INDEPENDENT CONTRACTOR
Service Provider and all person(s) employed by or contracted with Service Provider to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of Customer. Service Provider has full rights to manage its employees in their performance of Services under this Agreement. City shall dictate the desired work product and Services, not the specific means and methods of accomplishing the result. Service Provider is responsible for determining, providing, and administering all compensation paid, and benefits provided to, its personnel. Service Provider is responsible for the eligibility of its personnel to work in each jurisdiction where they are Master Service Agreement

providing Services to Customer and for reporting to the appropriate federal, state, and local agencies all compensation and payment of all applicable taxes arising therefrom. Customer has no authority to supervise, discipline, direct, control, or instruct any of Service Provider’s personnel. City shall not require that Service Provider hire or retain any particular personnel to perform Services for the City. Service Provider shall independently determine its personnel, their associated compensation, and all other aspects of their employment. Service Provider’s personnel are not eligible to participate in any of the employee benefits or similar programs of the City.

Service Provider will inform and train its personnel that they will not be considered employees of Customer for any purpose, and that Customer will not be liable to any of them as an employer in any amount for any claims or causes of action arising out of or relating to their assignment in connection with this Agreement or release therefrom. Service Provider will inform and train its personnel on the separation of City employees and Service Provider personnel. Service Provider shall require that its personnel immediately report to their respective supervisor any perceived violation of the foregoing by the City.

Service Provider must immediately notify City of any such report by its personnel, and provide related information as reasonably requested by the City. Such training and/or policies shall be included as part of Service Provider’s onboarding of personnel who perform the Services.

Service Provider is not authorized to bind Customer to any contracts.

Service Provider personnel should introduce themselves as Service Provider team members internally and externally. Service Provider personnel must not introduce themselves as Customer’s employees.

6. SERVICE PROVIDER STAFF

6.1 Service Provider Services Director. Service Provider will appoint the individual specified in Schedule 17 (“Governance and Service Provider Key Personnel”) to be the Service Provider Services Director. The Service Provider Services Director will, from the date of this Agreement serve, on a full-time basis, as Service Provider's primary representative under this Agreement.

6.1.1 The Service Provider Services Director will (i) serve as Service Provider's single point of accountability for the Services, (ii) have day-to-day authority for facilitating Customer satisfaction and (iii) be authorized to act for and on behalf of Service Provider with respect to all operational matters relating to this Agreement.

6.2 Key Service Provider Personnel. The individuals specified in Schedule 17 (“Governance and Service Provider Key Personnel”) will be the initial Key Service Provider Personnel. All Key Service Provider Personnel will be dedicated to the Customer account as set forth in Schedule 17 and Schedule 5, Exhibit 1.

6.3 Before assigning any new individual to a Key Service Provider Personnel position, Service Provider will (i) provide Customer with the Key Personnel’s resume, and consult with Customer regarding the proposed appointment, (ii) introduce the individuals to appropriate representatives of Customer and provide Customer the opportunity to interview such individual, (iii) subject to applicable Law, provide Customer with any information regarding the individuals that may be reasonably requested by Customer, (iv) agree to Customer’s request to conduct a background check on such individuals. Customer shall have the option to deny the proposed appointment of a Key Service Provider Personnel based upon the review described in sections (i)-(iv), but Customer shall not exercise the option to deny in an unreasonable manner.

6.4 [RESERVED].

6.5 Replacement. Service Provider will replace or reassign the Service Provider Services Director and Service Provider Key Personnel only in accordance with this Section.

Master Service Agreement

6.6 Service Provider will not replace or reassign any of the Key Service Provider Personnel, without Customer's prior consent, which consent shall not be unreasonably withheld, for eighteen (18) months from the Effective Date (in the case of those initially assigned), or the date of an individual’s first assignment to the Customer account, as applicable, unless Customer consents to such reassignment or replacement or such person (i) voluntarily resigns from Service Provider, (ii) is dismissed by Service Provider for cause, (iii) fails to perform his or her duties and responsibilities pursuant to this Agreement or (iv) dies or is unable to work due to his or her disability.

6.7 After the initial eighteen (18) month period, Service Provider will not reassign any of the Key Service Provider Personnel without prior consultation with Customer and with thirty (30) days prior written notice.

6.8 If Customer decides that any of the Key Service Provider Personnel should not continue in that position, then Customer may in its sole discretion and upon notice to Service Provider, require removal of the Key Service Provider Personnel, provided that such removal is not unlawful. Service Provider will, as soon as reasonably practicable, replace such person. Customer will generally provide at least two (2) months notification to allow Service Provider time to identify and transition new personnel in the event of a removal request, unless such Key Personnel’s continued performance is not acceptable to Customer or Customer reasonably believes that immediate removal is warranted.

6.9 Contract Staff (Service Provider personnel). Service Provider will appoint a sufficient number of individuals to the Service Provider personnel so that the Services are provided in accordance with the Service Levels and generally accepted industry practices. Only individuals with proper education and experience and with suitable training and qualifications to perform the Services may be appointed to the Service Provider personnel. Except as otherwise approved by Customer in its sole discretion, Service Provider personnel working at any Customer Service Location may only provide Services that support Customer's operations and will not, during such time, provide services for other Service Provider customers. Service Provider will notify Customer as soon as reasonably practicable after dismissing or reassigning any member of the Service Provider personnel whose normal work location is at a Customer Service Location.

6.10 Service Provider will inform Customer about the non-availability of its personnel adhering to the following schedule: (a) For absences exceeding 10 business days inform no later than three (3) weeks before the expected absence; (b) For absences between 5-10 business days inform no later than two (2) weeks before the expected absence and (c) Promptly inform Customer of any ad-hoc absences. In all cases of absence of its personnel, Service Provider shall provide that there will be no impact to the Services being delivered to Customer. Customer shall not pay corresponding prorated Fees for vacancies or absences in excess of agreed schedule of Service Provider personnel, unless prior agreement has been reached for adequate backfill for such Service Provider personnel.

6.11 To ensure consistency of service delivery and minimize personnel learning curves, Service Provider agrees to make commercially reasonable efforts to limit turnover of personnel assigned to Customer’s account.

6.12 Unacceptable Service Provider Personnel. Subject to applicable Laws, Customer may inform Service Provider if Customer determines that any member of its personnel is unacceptable, such as Customer's determination that such individual (i) is not performing his or her responsibilities to Customer's reasonable satisfaction in accordance with this Agreement, (ii) has violated any term or condition of this Agreement, such as the security obligations or breach or violation of Customer policies, procedures and directives, or (iii) does not pass the background check process that may be required. Within five (5) days following Customer's request, the Parties will review the matters, and if, after such review, the Parties do not otherwise agree, Service Provider will remove the individual from its personnel. Customer shall have no responsibility for any termination of employment or other disciplinary action that Service Provider or its subcontractors may take in respect of any of their personnel. In urgent cases (incidents involving dishonesty, serious misconduct, or danger to others), Customer reserves the right to require the Service Provider to remove, and Service Provider shall immediately remove, the relevant member(s) of the Service Provider personnel. Service Provider will Master Service Agreement

manage the replacement of such Service Provider personnel without disrupting Services during the replacement period and training period of new staff. Customer will not be liable for any costs related to adding such replacements to Service Provider personnel.

6.13 Subcontractors. Service Provider may subcontract its performance of Services only in accordance with this Section.

6.13.1 Prior to subcontracting any of the Services, Service Provider must first notify Customer of the proposed subcontract and subcontractor and obtain Customer's prior approval, except that Service Provider may, without Customer's prior approval, (i) enter into subcontracts for the third party services or products of the Subcontractors listed in Schedule 18 (“Approved Subcontractors”), or (ii) in the ordinary course of business, enter into subcontracts for third party services or products for which total estimated or anticipated value is less than fifty thousand dollars ($50,000) in Services to Customer in any Contract Year; provided, however, that such subcontract does not constitute a material portion of the Services and/or are not exclusively dedicated to Customer; and (iii) to companies performing any non-Customer specific effort that are used by Service Provider to provide the Services.

6.13.2 Any subcontract must contain: (i) terms and conditions at least as protective of Customer and its confidential and proprietary information, data protection and privacy as the terms and conditions of this Agreement,(ii) waivers of any lien rights, and (iii) an acknowledgment that Customer will have no liability to subcontractor for amounts that are owed to subcontractor arising out of the Services.

6.13.3 Prior to materially amending, modifying or otherwise supplementing any subcontract for an Approved Subcontractor that affects the Customer, Service Provider must notify Customer of the proposed amendment, modification or supplement and must obtain Customer's approval.

6.13.4 No subcontracting will release Service Provider from its responsibility for its obligations under this Agreement. Service Provider will be responsible for the work and activities of any subcontractor, such as compliance with the applicable terms of this Agreement.

6.13.5 Customer may revoke its approval of any subcontractor whose performance Customer reasonably believes to be deficient, and in such cases Service Provider shall discontinue use of the subcontractor’s products and/or services and provide substitutes therefor.

6.13.6 Service Provider will be responsible for all payments to its subcontractors and will indemnify, defend and hold Customer harmless from and against all Claims by its subcontractors pursuant to Section 21.2.

7. FACILITIES USE

7.1 Customer Facilities. To the extent specified in an applicable Service Description, Customer will make available to Service Provider furnished space in the Customer Service Location specified in such Service Description for the purpose of allowing Service Provider to perform the Services.

7.2 Relocation of Customer Service Location. If Customer directs Service Provider to relocate from one Customer Service Location to another Customer Service Location, Service Provider will do so; provided, however, that (i) Customer will provide reasonable advance notice to Service Provider of any such relocation, (ii) Customer will (a) provide comparable space and facilities in such relocated Customer Service Location in accordance with the applicable terms of this Agreement, or, at Customer’s option, (b) reimburse the reasonable, actual cost of substitute space; and (iii) Customer will reimburse Service Provider for any direct out-of-pocket costs incurred by Service Provider as a result of such relocation that are accompanied by supporting documentation. Prior to the relocation, Service Provider will provide Customer with an Impact Assessment of any such relocation. In the event Master Service Agreement

such move impairs Service Provider's ability to meet Service Levels as Service Provider notified Customer in the Impact Assessment, Service Provider will be relieved from its obligation to meet those Service Levels for a reasonable period of time to the extent impairment is caused by the relocation.

Service Provider shall relocate affected operations in an orderly manner, pursuant to a plan approved by Customer, so as to minimize any interruption in affected Services or other adverse effects upon Customer, its business, operations or affairs.

7.3 Service Provider Use of Facilities. Unless obtaining Customer approval to the contrary, Service Provider will: (i) use the space in the Customer Service Location for the sole purpose of providing the Services and otherwise meeting its obligations under this Agreement; (ii) comply with the leases and other agreements applicable to the Customer Service Location; and (iii) comply with all policies and procedures governing access to and use of Customer Service Location, which policies and procedures will be provided to Service Provider prior to its access and use of the Customer Service Location.

7.3.1 Use of such facilities by Service Provider does not constitute leasehold or sub leasehold interest in favor of Service Provider, but is instead a license, revocable by Customer at any time.

7.3.2 Service Provider will use the Customer Service Locations in a reasonably efficient manner. To the extent that Service Provider inappropriately operates the space in a manner that increases facility costs incurred by Customer disproportionate to that reasonably required for Service Provider's provision of Services to Customer, Service Provider will reimburse Customer for such additional costs.

7.3.3 Service Provider will keep the Customer Service Locations in good order, not commit or permit waste or damage to such facilities and not use such facilities for any unlawful purpose.

7.3.4 When the Customer Service Locations are no longer required for performance of the Services, Service Provider will return such locations to Customer in substantially the same condition as when Service Provider began using such locations, ordinary wear and tear excepted.

7.4 Facilities-Related Services. Service Provider will permit Customer and Customer agents to enter into those portions of the Customer Service Locations occupied by Service Provider's staff at any time to perform facilities-related services (such as, for example, repairs to the building). Prior to the facilities-related services, Service Provider will provide Customer with an Impact Assessment of such facilities-related services. In the event such entrance or presence impairs Service Provider's ability to meet one or more Service Levels as notified to Customer in the Impact Assessment, Service Provider will be relieved from its obligation to meet those Service Levels for a reasonable period of time to the extent impairment is caused by the Customer's performance of the facilities-related services.

7.5 Improvements. Service Provider will not make any improvements or changes involving structural, mechanical or electrical alterations to the Customer Service Locations without Customer's approval, which Customer will not unreasonably withhold if Service Provider demonstrates that such improvements or changes are reasonably necessary to provide the Services and to meet Service Provider's other obligations under this Agreement. Approved improvements will become Customer's property, or that of Customer's lessor, if so required under applicable leases. Service Provider shall keep Customer’s property, and that of its lessors, free from mechanic’s, materialmen’s and other liens of every kind and take all reasonable measures that Customer or its lessors may require (such as posting of bonds and obtaining releases of claims of lien).

8. MANAGED AND ASSIGNED AGREEMENTS

8.1 Managed Agreements. Service Provider will manage, administer and maintain the Managed Agreements at no additional cost to Customer. The Managed Agreements are specified in Master Service Agreement

Schedule 8, Managed and Assigned Agreements. Service Provider will provide Customer with reasonable notice of any option, renewal, termination or cancellation dates and fees with respect to the Managed Agreements. Service Provider will not renew, modify, terminate or cancel, or request or grant any consents or waivers under any Managed Agreements without the consent of the appropriate entity or unit of Customer.

8.2 Invoices. Service Provider will (i) receive all Managed Agreement Invoices, (ii) review and correct any errors reasonably known to Service Provider in any such Managed Agreement Invoices in a timely manner and (iii) submit such Managed Agreement Invoices to Customer within two weeks prior to the due date or, if a discount for payment is offered, two weeks prior to the date on which Customer must pay such Managed Agreement Invoice in order to receive a discount.

8.2.1 Customer will be responsible for paying the Managed Agreement Invoices after processing by Service Provider. Customer will be responsible for any late fees in respect of the Managed Agreement Invoices if Service Provider submits the applicable Managed Agreement Invoices to Customer for payment according to the timeline specified above in Section 8.2

8.2.2 If Service Provider fails to submit a Managed Agreement Invoice to Customer for payment in accordance with the preceding sentence, and such failure is due to an act or omission on the part of Service Provider, Service Provider will be responsible for any discount not received, any late fees incurred, or any other adverse action taken by a third party pursuant to the terms of such Managed Agreement with respect to such Managed Agreement Invoice. Without limiting the foregoing, Service Provider shall be responsible for payment of such Managed Agreement Invoices, without reimbursement from Customer, that Service Provider fails to submit to Customer within 60 days of receipt by Service Provider.

8.2.3 Customer will not be responsible to Service Provider for any management, administration or maintenance fees of Service Provider in connection with the Managed Agreement Invoices.

8.3 Assigned Agreements. As of the applicable Service Commencement Date, Service Provider will assume all responsibility for the Assigned Agreements specified in Schedule 8 (“Managed and Assigned Agreements”).

8.3.1 Charges relating to Assigned Agreements will be pro- rated as of the relevant Service Commencement Date or the date of assignment, as appropriate. Service Provider will be solely responsible for paying all charges under such Assigned Agreements that may become payable after such date. Service Provider will pay the invoices submitted by third parties in connection with the Assigned Agreements and will be responsible for any late fees incurred with respect to such third party invoices.

8.3.2 Service Provider will consult with Customer prior to taking any action to renew, modify, terminate or cancel, or request or grant any consents or waivers under any Assigned Agreement. Any modification, termination or cancellation fees or charges imposed upon Customer in connection with any modification, termination or cancellation of, or consent or waiver under, the Assigned Agreements will be paid by Service Provider.

8.4 Breach of Agreements. Service Provider will promptly notify Customer of any breach of, misuse or fraud in connection with, any Managed Agreements or Assigned Agreements that Service Provider knows occurred or reasonably should know has occurred. Service Provider will cooperate with Customer to prevent or stay any such breach, misuse or fraud.

8.4.1 Service Provider will pay all amounts due for any penalties, liquidated damages, late charges or other similar charges (such as amounts due to a third party) as a result of (i) Service Provider's non-performance or breach of its obligations under the Assigned Agreements or (ii) Service Provider's breach of its assumed obligations with respect to the Managed Master Service Agreement

Agreements, or (iii) breaches of Managed Agreements attributable to Service Provider's acts or omissions.

8.4.2 Customer will reimburse Service Provider for any penalties, liquidated damages, late charges or other similar charges incurred by Service Provider for any non-performance or breach of Customer's obligations under the Managed and Assigned Agreements that are the result of an act or omission by Customer (excluding acts or omissions undertaken at Service Provider’s direction or with Service Provider’s consent).

8.5 Improved Terms. Service Provider will use its commercially reasonable efforts to:

8.5.1 introduce service levels which reflect generally accepted industry best practices for services provided under the Managed Agreements and Assigned Agreements, respectively, upon renewal of any such Managed Agreements and Assigned Agreements; and

8.5.2 effect savings, pricing reductions and improved services in all Managed Agreements (other than those agreements exempted from this requirement and identified as such in Schedule 8 at the earliest practicable date by renegotiation and using its purchasing power to obtain discounts, improved services, improved service levels and better overall pricing.

8.5.3 Subject to the terms of third-party agreements, Service Provider shall pass on any group purchasing savings or supplier discounts to Customer and shall not charge any price mark-up for IT asset purchases requested by Customer.

8.6 Replacement of Providers. Service Provider will be entitled upon notification to Customer and consent by Customer, which consent will not be unreasonably withheld, to replace and substitute service providers under Assigned Agreements, either on renewal of such agreements, or prior to renewal upon the service provider's default or other similar reason for early termination of an Assigned Agreement by Service Provider. All contracts with replacement providers shall be freely transferable to Customer. Customer may replace or substitute service providers under Managed Agreements at any time, in its discretion.

9. SERVICE LEVELS

9.1 General. Service Provider will perform the Services at the Service Levels in accordance with Schedule 4 (“Service Levels”).

9.1.1 Service Provider shall maintain the Service Levels set forth in Schedule 4.

9.2 [RESERVED].

9.3 [RESERVED].

9.4 Root Cause Analyses. In the event of any failure to provide the Services in accordance with the applicable Service Levels (whether or not excused), Service Provider will within five (5) business days of such failure, or such other time period as may be specified in the applicable Service Levels Schedule or as may be mutually agreed, (i) perform a root-cause analysis to identify the cause of such failure, and (ii) provide Customer with a report detailing the cause of, and procedure for correcting such failure. Upon Customer's approval of such procedure, implement such procedure as per mutually agreed timeframe, and provide Customer with assurance satisfactory to Customer that such failure will not recur following the completion of the implementation of the procedure.

10. PAYMENT TERMS

10.1 Fees. In consideration of Service Provider providing the Services, Customer will pay to Service Provider the Fees as set forth in Schedule 5 (“Fees”). The Fees set forth in Schedule 5 define charges for all tools, software, personnel and other resources required to provide Services to Master Service Agreement

Customer. Except as expressly set forth in this Agreement, there will be no other charges or Fees payable by Customer in respect of Service Provider's performance of its obligations under or in connection with this Agreement, other than retained or pass-through costs expressly identified in applicable Schedules, which shall, to the extent possible, identify and estimate all third party costs to be retained by or passed through to Customer. Customer shall not pay any handling charge or administrative charge or markup on any pass- through cost or cost reimbursement. Customer may setoff against the Fees any amounts owed to Customer by Service Provider, as provided below. Further, Customer shall have no obligation to pay or reimburse any Pass-Through or other expense of any kind except to the extent required by the express terms of the Agreement or from time to time agreed in writing by the Parties’ authorized representatives. Customer shall not pay for vacancies or absences in excess of agreed schedule of Service Provider personnel, as identified in Schedule 5, unless prior agreement has been reached for adequate backfill for such Service Provider personnel.

10.2 Invoicing. No later than the tenth (10th) day of each calendar month during the term of this Agreement, Service Provider will invoice Customer for the Services performed in the prior month.

10.2.1 Unless otherwise specified in Schedule 5, Service Provider will invoice the Fees in United States Dollars.

10.2.2 Each of Service Provider's invoices will (i) set forth (a) any pass-through expenses incurred and billable under the express terms of this Agreement and (b) any discounts, credits or charges, such as Service Credits, Additional Resource Charges and Reduced Resource Credits, charged or issued during the period to which such invoice relates, and (ii) reflect any adjustment to or change in the Fees implemented during the period to which such invoice relates. Service Provider's invoices will be in the format attached as Schedule 26 (“Invoice Format”), will describe or be accompanied by all relevant calculations., and allocate Service Provider's charges in a manner consistent with Customer's reasonable chargeback requirements.

10.2.3 All invoices must be presented within one-hundred eighty (180) days after the end of the relevant month or completion of the relevant milestone. Customer will not be obligated to pay any amount (including any allowable pass-through expense) not invoiced in accordance with this Agreement within such time period.

10.3 Payment. The undisputed Fees will be due and payable to Service Provider within thirty (30) days of receipt of Service Provider's invoice.

10.4 Credits and Refunds. Service Provider will promptly provide credit to Customer on invoices for the previous month’s vacancies or absences exceeding agreed schedule of Service Provider personnel, identified in Schedule 5. Service Provider will promptly credit any payment made to which Service Provider is not entitled under this Agreement and refund to Customer any such payment for which there are not sufficient Additional Resource Charges under the then-current invoice against which to credit the overpayment. If Service Provider receives any refund, credit or other rebate (such as deposits) in connection with any Managed Agreement or Assigned Agreement that is attributable to periods prior to the Effective Date or for which Customer retained financial responsibility after the Effective Date, then Service Provider will promptly (i) notify Customer of such refund, credit or rebate and (ii) pay to Customer the full amount of such refund, credit or rebate in cash. Service Provider will reimburse Customer for all prepaid amounts related to the Services to the extent that Service Provider receives the benefit of any such pre- payment.

Additionally Service Provider will promptly provide credit for undisputed SLA failures per Schedule 4 (“Service Levels”).

10.5 Taxes and Tariffs. Customer shall pay all applicable taxes and tariffs imposed directly upon the performance of Services provided by the Service Provider to Customer. Customer is not responsible for any taxes based on the income of Service Provider. In addition, Customer is not responsible for taxes paid by Service Provider relating to employees and resources acquired by Services Provider to provide the Services. The license interest described in Section 7 above may be Master Service Agreement

subject to property taxation if a possessory interest is created for Service Provider; in such case, the Service Provider may be subject to the payment of property taxes levied on the interest in accordance with Revenue and Taxation Code Section 107.6. Customer and Service Provider shall cooperate in the defense of any action instituted by the County to assess a possessory interest tax levy.

10.6 Disputed Amounts. Customer may reasonably dispute an amount on an invoice and may withhold payment of such disputed amount. In such event, Customer will promptly notify Service Provider in writing of the disputed amount, with an explanation of the reasons therefore. Following notification of a disputed invoice charge, the Parties will use their reasonable endeavors to resolve the disputed amount within fifteen (15) days. If the Parties cannot resolve the disputed amounts within fifteen (15) days, then the matter will be escalated to the representatives of the Parties specified in Article 20 (“Governance”) for resolution. Upon resolution, the amount, if any, payable will be paid to Service Provider. If the aggregate amounts withheld or set off exceed twice the average monthly invoiced amount from Service Provider, Customer shall place such amounts in an escrow account (“Escrow Account”) in an FDIC-insured bank chosen by Customer, pending resolution of the dispute by mutual agreement or pursuant to Article 20 (“Governance”). Amounts held in escrow (with interest received, if any) shall be released upon joint instruction of the Parties following any settlement or other mutual agreement, or as determined by final adjudication of the dispute (less, in either case, reasonable, applicable escrow costs, which shall be equally divided).

10.7 Setoff and Withholding. Except as set forth in this Section 10, Customer will not withhold payment of any undisputed amounts. If Service Provider fails to pay when due any amount due under the Assigned Agreements for which Customer remains liable, then upon written request, the Parties’ Account Executives shall immediately consult concerning the matter and make reasonable efforts to resolve the matter within thirty (30) days after the request. If the Parties are unable to resolve the matter, then Customer may pay the obligation and withhold or set off the amount reasonably believed to be owed from Service Provider’s invoices.

10.8 Equitable Adjustment. In the event of an increase or decrease of fifteen percent (15%) or more in the total fees, total consumption of all chargeable resources, and total volume of Services that the parties anticipated would otherwise be the case during any three month period that this Agreement is in effect, then either Party may request, via the Change Control Procedure, an equitable adjustment of relevant charges to account for (i) net increases or decreases in costs of performance, (ii) costs of acquisitions or dispositions of assets, (iii) one time costs associated with effecting changes, and (iv) a reasonable allowance for profit. Termination for Convenience Fees shall also be adjusted to reflect changes in scope, investments in and dispositions of assets, and other related changes in unamortized costs to be recovered thereby in the event of termination.

11. MOST FAVORED CUSTOMER
Service Provider represents, warrants and covenants that at all times during the Term, the Fees are at least as favorable to Customer as the most favorable prices then offered or provided by Service Provider to any other commercial or government customer for services substantially similar to the Services being provided to Customer under this Agreement. For these purposes, "substantially similar" will be understood to mean taking into account the geography served, service levels, service locations, inscope processes, volumes, systems used, industry served, and other material transaction elements. If Service Provider offers or provides services to any other commercial or government customer that are substantially similar to the Services provided to Customer for prices lower than the prices being charged to Customer, then Customer's price for the Services will be automatically reduced to be commensurate with such more favorable prices as of the date such more favorable price is provided to such other commercial or government customer. In the event of a Change, the pricing for any new services or work will be as low as that granted by Service Provider to any substantially similar customer for such services or work bearing in mind all of the relevant circumstances in which such services or work are provided.

Master Service Agreement

12. BENCHMARKING
In accordance with Schedule 6 (“Benchmarking”), Service Provider shall be subject to a continuing benchmarking program of the Services, taking into consideration adjustments for reasonably comparable elements of the Services, that shall enable Customer to compare the Fees and Service Levels set forth in this Agreement with, and ensure that said Fees and Service Levels are similar in price and quality to, similarly bundled service offerings (accounting in the aggregate for the scope, service levels, duration, and volume of business) of other IT service providers.

13. COMPLIANCE AND AUDIT

13.1 Compliance with Laws. Each Party will obtain and maintain all Authorizations applicable to such Party at its own expense. Service Provider will comply with all Laws, and Regulatory Requirements, applicable to Service Provider's delivery of the Services and its performance of this Agreement, such as those imposed on Customer but applicable to activities or tasks that Service Provider undertakes pursuant to this Agreement. Customer will comply with all Laws applicable to Customer's receipt of Services and its performance of this Agreement. In particular, and without limiting the generality of the foregoing, Service Provider and all of its personnel and Subcontractors as related to their performance of the Services will comply with (a) any applicable requirements of any federal, national, state, and local authority regulating health, safety, employment, civil rights, the environment, hazardous materials, privacy, confidentiality, security, exportation, or telecommunications, (b) all applicable laws and regulations relating to the collection, dissemination, transfer, storage and use of data, specifically including, without limitation, the privacy and security of confidential, personally identifiable information, sensitive or other protected data, (c) anti-corruption laws, including (without limitation) the US Foreign and Corrupt Practices Act, and (d) Payment Card Industry Digital Security Standard (as amended or revised). In addition, Service Provider will enter into model processor or other, similar agreements concerning transfers of personally identifiable data within and without the member states of the European Union, when reasonably required by Customer, and cause its subcontractors to do so.

13.2 Changes in Laws. Service Provider will be responsible for identifying and becoming familiar with any changes in Laws that are related to Service Provider's delivery or performance of the Services. If Service Provider becomes aware of changes in Laws that impact Customer’s use or receipt of the Services, Service Provider will reasonably inform Customer. Service Provider is not required to comply with any Customer laws or regulations that would conflict with US and other countries’ export control and sanctions laws.

13.2.1 Service Provider will promptly notify Customer of any such changes in Laws and will advise Customer of what actions, if any, Customer must take and when those actions must be taken related to the Services to remain compliant with such Laws, except for changes in Laws directed at the government sector, in which event Customer will notify Service Provider of changes to such Laws that affect Service Provider's delivery or performance of the Services.

13.2.2 Service Provider and Customer will work together to identify the impact of such changes on how Customer uses, and Service Provider delivers, the Services.

13.2.3 Service Provider will perform the Services at no additional charge to Customer and will bear the costs associated with (i) regulatory changes affecting its business as a provider of the Services, (ii) changes in Service Provider’s standards, methods, practices and procedures for customers generally, (iii) changes in Laws other than changes in Laws directed at the government sector and (iv) regulatory changes affecting the Service Provider’s customers generally, unless such changes and Service Provider's compliance with such changes will result in material cost increases to Service Provider above and beyond those necessary to effect changes affecting Service Provider's other customers and operations generally. Costs affecting Customer’s receipt of the Services specific to Customer's unique compliance measures shall be subject to good faith meet and confer, and will be determined and compensated in accordance with the Change Control Procedures.

Master Service Agreement