Agenda packet — Milpitas City Council, June 4, 2024 (part 5 of 9)

Form 52663-S (January 16, 2020) XEROX CONFIDENTIAL 6 of 17 k. to provide contact information for Equipment such as name and address of Customer contact.

2.5. Warranties
a. Mutual Warranties. Each party represents and warrants to the other, as an essential part of this Agreement, that:
i. it is duly organized and validly existing and in good standing under the laws of the state or country of its incorporation or formation;
ii. this Agreement and the Orders hereunder have been duly authorized by all appropriate corporate action for signature; and
iii. the individual signing this Agreement, and all Orders (where applicable), is duly authorized to do so.
b. Xerox Warranties.
i. Services Performance. Xerox agrees to perform the Services in a professional manner, consistent with applicable industry standards. Xerox will re-perform any Services not in compliance with this representation and brought to Xerox’s attention in writing within 30 days after such Services are performed, which shall be the exclusive remedy for such non-compliance. ii. Equipment Warranty. Any Equipment warranty to which Customer is entitled shall commence upon the Date of Installation. Use by Customer of consumables not approved by Xerox that affect the performance of the Equipment may invalidate any applicable warranty. iii. Third Party Product Warranty. Where Xerox in its sole discretion selects and supplies Third Party Products, Xerox warrants they will operate substantially in conformance with applicable SLAs or other requirements in the Order. Customer’s sole remedy for breach of this warranty is to return the Third Party Product to Xerox and then receive a refund of any fees paid for such non-conforming Third Party Product, less a reasonable usage fee. If Customer requests a specific Third Party Product, Xerox will pass-through as permitted any third party warranties. iv. Exclusions. Xerox shall not be responsible for any delay or failure to perform the Services or provide Products, including achieving any associated SLAs or other requirements in the applicable SOWs, DOSs or Orders, to the extent that such delay or failure is caused by:
(a) Customer’s failure or delay in performing its responsibilities under this Agreement; (b) reasons outside Xerox’s reasonable control, including Customer Assets, Customer’s content or materials, or delays or failures by Customer’s agents, suppliers or providers of maintenance and repair services for Customer Assets; or
(c) unauthorized modifications to Equipment, Software or Third Party Hardware. c. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS

WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES,

EXPRESS OR IMPLIED, AND XEROX DISCLAIMS AND CUSTOMER WAIVES ALL OTHER WARRANTIES

INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND AS PERMITTED BY

APPLICABLE LAW, CUSTOMER WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.

The warranties set forth in this Agreement are expressly conditioned upon the use of the Services and Products for their intended purposes in the systems environment for which they were designed and shall not apply to any Services or Products which have been subject to misuse, accident or alteration or modification by Customer or any third party.

2.6. Intellectual Property
a. Xerox Tools may be used by Xerox to provide certain Services, as set forth in an Order or a Statement of Work. Xerox and its licensors will at all times retain all right, title and interest in and to Xerox Tools including without limitation, all intellectual property rights therein, and, except as expressly set forth herein or as set forth in an SOW where limited access to the Xerox Device Manager (XDM) may be granted for a specific purpose, no rights to use, access or operate the Xerox Tools are granted to Customer. Xerox Tools will be installed and operated only by Xerox or its authorized agents. Customer will not decompile or reverse engineer any Xerox Tools, or allow others to engage in same. Customer will have access to Remote Data and reports generated by the Xerox Tools and stored in a provided database as set forth in the applicable SOW. Xerox may remove Xerox Tools at any time in Xerox’s sole discretion, provided that the removal of Xerox Tools will not affect Xerox’s obligations to perform Services, and Customer shall reasonably facilitate such removal.

DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519

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Form 52663-S (January 16, 2020) XEROX CONFIDENTIAL 7 of 17 b. Each party will retain ownership of its Intellectual Property. Each party grants the other a limited, nonexclusive, royalty-free right and license to use the other party’s Intellectual Property (excluding the Xerox Tools) in the U.S. only to the extent necessary for such party and its designees to receive the benefit of, and/or, fulfill its obligations under this Agreement. Neither party will (i) distribute, copy, modify, create derivatives of, decompile, or reverse engineer the Intellectual Property of the other or, (ii) allow others to engage in same, except as permitted by applicable law or as expressly permitted under this Agreement or the applicable SOW.
c. The parties acknowledge and agree that no Intellectual Property will be created or transferred under this Agreement. If the scope of the parties’ relationship changes to include creation or transfer of Intellectual Property, that activity will be addressed in a separate written agreement. d. If the Products or Services are configured to provide output (excluding Remote Data), including modification or transformation of Customer Information, Customer shall be the sole owner of any such output in any format or media obtained by use of the Products or Services and may freely use and disclose such output to any third party. Examples of output include scans and printed output of Customer Information processed by Equipment.

2.7. Indemnification
a. Mutual Indemnification. Each party (and its Affiliates), if promptly notified by the other and given the right to control the defense, shall indemnify, defend and hold harmless the other party, its Affiliates, and their respective officers, directors, employees, agents, successors and assigns, from and against all claims by a third party for losses, damages, costs or liability of any kind (including expenses and reasonable legal fees) that a court finally awards such party (“Claims”) for bodily injury (including death) and damage to real or tangible property, to the extent proximately caused by the negligent acts or omissions, or willful misconduct of the indemnifying party (or its Affiliates) in connection with this Agreement. b. Xerox Indemnification. Xerox shall, if promptly notified by Customer (or its Affiliate(s)) and given the right to control the defense, indemnify, defend and hold harmless Customer, its Affiliates and their respective officers, directors, employees, agents, successors and assigns, for all Claims that Xerox Products or Customer’s use of the Services provided by Xerox under this Agreement infringe a U.S. patent, copyright or other intellectual property right. Notwithstanding anything to the contrary herein, Xerox shall have no obligation under this Section 2.7(b) to the extent any Claim is based on or arises out of any (i) Services performed using Customer Assets, Customer Information or other materials provided to Xerox by Customer for which Customer failed to provide sufficient rights to Xerox; (ii) infringement by Services resulting from Customer’s direction, specification or design; (iii) modification or alteration to such Xerox Products or Services not approved in writing by Xerox; (iv) any combination or use of the Xerox Products or Services not approved in writing by Xerox; (v) use of the Xerox Products or Services not in accordance with the applicable Documentation; or (vi) Customer’s failure to use corrections or enhancements to the Xerox Products provided by Xerox. If a Claim is made or appears likely to be made pursuant to this Section 2.7(b), Customer agrees to permit Xerox, at Xerox’ sole option and expense, to obtain the right to enable Customer to continue to use such Xerox Products, to make them non-infringing or to replace them with items that are at least functionally equivalent. If Xerox determines that none of these alternatives is reasonably available, Customer agrees to return such Xerox Products to Xerox upon Xerox’ written request. Xerox will then give Customer a refund equal to the amount Customer paid Xerox for such Xerox Products less a reasonable usage fee. c. Customer Indemnification. Customer shall, if promptly notified by Xerox (or its Affiliate(s)) and given the right to control the defense, indemnify, defend and hold harmless Xerox, its Affiliates, and their respective officers, directors, employees, agents, successors and assigns, for all Claims for intellectual property infringement to the extent such Claim is based on (i) Xerox’s use of Customer Assets, Customer Information or customer’s content or materials used in performing Services or providing Products under this Agreement or any Order entered into hereunder; (ii) Customer’s use of the Products or Services not in accordance with this Agreement or the applicable Documentation; and (iii) Claims arising out of or related to Section 2.7(b)(i)- (vi) or Customer’s failure to perform its responsibilities under Section 2.4(j). d. The indemnifying party is not responsible for any litigation expenses of the indemnified party or any settlements unless it pre-approves them in writing.

2.8. Limitation of Liability
Except as prohibited by law, the following limitations apply:
a. NO CONSEQUENTIAL DAMAGES. SUBJECT TO SECTION 2.8(c), IN NO EVENT WILL EITHER PARTY

OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE

LIABLE TO THE OTHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS,

DIRECTORS, EMPLOYEES OR AGENTS FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519

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Form 52663-S (January 16, 2020) XEROX CONFIDENTIAL 8 of 17

SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR

LOST PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. LIMITATION ON RECOVERY. SUBJECT TO SECTION 2.8(c), THE TOTAL AGGREGATE LIABILITY OF

EITHER PARTY (AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS,

EMPLOYEES OR AGENTS) FOR DIRECT DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED

TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR

OTHERWISE, WILL BE LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT OF ALL CHARGES PAID

BY CUSTOMER TO XEROX UNDER THE ORDER UNDER WHICH THE CLAIM AROSE (LESS PASS THROUGH EXPENSES SUCH AS, WITHOUT LIMITATION, POSTAGE) IN THE TWENTY-FOUR (24) MONTHS PRIOR TO THE DATE UPON WHICH THE CLAIM AROSE. THE EXISTENCE OF MULTIPLE

CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT AND ANY ORDERS HEREUNDER WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING SET FORTH IN THIS SECTION 2.8(b) SHALL LIMIT CUSTOMER’S

OBLIGATION TO PAY XEROX ALL CHARGES AND EXPENSES FOR PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT.
c. EXCEPTIONS. THE LIMITATIONS SET FORTH IN SECTION 2.8 SHALL NOT APPLY WITH RESPECT TO:
i. THE SPECIFIC INDEMNITY OBLIGATIONS SET OUT IN THIS AGREEMENT; ii. EITHER PARTY’S WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR FRAUD; iii. BODILY INJURY OR DEATH CAUSED BY A PARTY’S NEGLIGENCE OR WILLFUL MISCONDUCT OR THAT OF ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS; OR iv. A PARTY EXCEEDING ITS RIGHTS, IF ANY, TO THE OTHER PARTY’S INTELLECTUAL PROPERTY OR MISAPPROPRIATING OR INFRINGING THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS AS GRANTED UNDER THIS AGREEMENT.

2.9. Term and Termination
This Agreement shall commence on the Effective Date and shall continue for a term of months, and continue on a month-to-month basis thereafter until expressly renewed by mutual written agreement or terminated by either party upon 30 days’ written notice. Upon termination, Customer shall permit Xerox to enter Customer Facilities for purposes of removing the Products owned by Xerox and/or Xerox Tools. Each Order hereunder shall have its own term, which shall be stated in the Order. In the event the Agreement is terminated, each Services Contract in effect at such time shall remain in full force and effect until the expiration or termination of all Orders constituting such Services Contract (including any extensions or renewals thereof) and shall at all times be governed by, and be subject to, the terms and conditions of this Agreement as if this Agreement were still in effect. Termination of any Order shall not affect this Agreement or any other Orders then in effect. Notwithstanding any other provision in the Agreement to the contrary, should an Order be terminated prior to expiration for any reason or a unit of Third Party Hardware or any Third Party Software for which Third Party Funds have been provided is removed or replaced prior to expiration, Customer agrees to pay to Xerox, in addition to any other amounts owed under said Order, an amount equal to the remaining principal balance of the Funds together with a 15% disengagement fee, for loss of bargain and not as a penalty.

2.10. Confidentiality
a. Obligations. Information exchanged under this Agreement will be treated as confidential if it is identified as confidential at disclosure or if the circumstances of disclosure would indicate to a reasonable person that the information should be treated as confidential. The terms and conditions of this Agreement, all Services Contracts and Orders, and any attachments and exhibits thereto, are Confidential Information of Xerox and Customer, and each party agrees not to disclose any of the foregoing without the other party’s prior written consent. Any services procedures manuals and Xerox’s Intellectual Property are Xerox Confidential Information. Private Information is Customer’s Confidential Information. Confidential Information may only be used for the purposes of receiving the benefit of or fulfilling obligations under this Agreement, and shared with employees, agents or contractors with a need to know such information to support the foregoing purposes. Confidential Information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for 3 years from the termination or expiration of this Agreement or the Order under which such Confidential Information was disclosed, whichever occurs later. The duration of confidentiality obligations with respect to Private Information shall be governed by applicable Privacy Laws.

These obligations of confidentiality will not apply to any Confidential Information that: (1) was in the public domain prior to, at the time of, or subsequent to the date of disclosure through no fault of the receiving party; (2) was rightfully in the receiving party’s possession or the possession of any third party free of any obligation DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519

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Form 52663-S (January 16, 2020) XEROX CONFIDENTIAL 9 of 17 of confidentiality; (3) was developed by the receiving party’s employees independently of and without reference to any of the other party’s Confidential Information; or (4) where disclosure is required by law or a government agency; provided, however, as to a requirement to disclose Confidential Information per clause (4), that party will (x) notify the disclosing party of the obligation to make such disclosure, and (y) reasonably cooperate with the disclosing party if the disclosing party seeks a protective order, but any costs incurred by the receiving party will be reimbursed by the disclosing party, except for costs of the receiving party’s employees.
b. Residual Rights. Each party understands that the other party shall be free to use for any purpose the Residuals resulting from access to Confidential Information as a result of the performance of its obligations under an Order, provided that such party shall maintain the confidentiality of such Confidential Information as provided herein. Neither party shall pay royalties for the use of Residuals. However, the foregoing shall not be deemed to grant either party a license under the other party’s copyrights or patents.

2.11. Data Protection/Privacy
a. To the extent that Privacy Laws are applicable to Customer and Xerox in connection with the performance of Services, each party agrees to comply with the applicable provisions of such Privacy Laws. b. Xerox has adopted reasonable physical, technical and organizational safeguards designed to prevent accidental, unauthorized or unlawful loss, disclosure, access, transfer or use of Private Information. Xerox will promptly notify Customer in the event of any known unauthorized or unlawful loss, disclosure, access, transfer or use of Private Information.

2.12. GOVERNING LAW AND JURISDICTION
a. This Agreement, each respective Order, and any dispute or claim arising out of or in connection with this Agreement or such Order, shall be governed by and construed in accordance with the laws of New York without regard to its conflict of laws provisions and submitted to the exclusive jurisdiction of the federal and state courts of New York.
b. In any action to enforce this Agreement or any Order hereunder, the parties agree to waive their right, if any, to a jury trial.

2.13. Force Majeure
Except for Customer’s absolute and unconditional obligation to make all required payments of any amounts not properly disputed under this Agreement, neither Customer nor Xerox shall be liable to the other party during any period in which its performance is delayed or prevented, in whole or in part, by a Force Majeure Event. If such a circumstance occurs, the party whose performance is delayed or prevented shall undertake reasonable action to notify the other party thereof.

2.14. Compliance with Laws and Policies
Xerox and Customer shall comply with all applicable laws and regulations in the performance of their respective obligations under this Agreement. Xerox agrees to comply with Customer’s internal policies regarding security and safety at Customer Facilities that are reasonable and customary under the circumstances and which do not conflict with the terms of this Agreement. Customer agrees to provide Xerox with reasonable prior written notice of such policies and any changes to such policies. If a change in Customer policy results in incremental costs to Xerox, Xerox may, upon providing notice to Customer, pass such costs on to Customer.

2.15. Miscellaneous
a. Copies of Agreement. Except as required by law, both parties agree that any reproduction of this Agreement made by reliable means (for example, photocopy or facsimile) shall be considered an original. Xerox may retain a hardcopy, electronic image, photocopy or facsimile of this Agreement and each Order hereunder, which shall be considered an original and shall be admissible in any action to enforce said Agreement or Order.
b. Amendment. All changes to this Agreement must be made in a writing signed by Customer and Xerox. Any amendment of this Agreement shall not affect the obligations of either party under any then-existing Orders, which shall continue in effect unless the amendment expressly states that it applies to such existing Orders.

An amendment to a Services Contract shall reference the number of the Services Contract that it amends. c. No Waiver; Severability; Survival. The failure by Customer or Xerox to insist upon strict performance of any of the terms and conditions in this Agreement or to exercise any rights or remedies will not be construed as a waiver of the right to assert those rights or to rely on that term or condition at any time thereafter. If any provision is held invalid by any arbitrator or any court under applicable law, such provision shall be deemed to be restated as nearly as possible to reflect the original intention of the parties in accordance with applicable law. The remainder of this Agreement shall remain in full force and effect. Any terms and conditions of this DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519

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Form 52663-S (January 16, 2020) XEROX CONFIDENTIAL 10 of 17 Agreement or any Order which by their nature extend beyond the termination or expiration of the Agreement or Order will survive such termination or expiration.
d. Independent Contractors. Xerox shall perform all Services hereunder in the capacity of independent contractor and not as Customer's employee, agent or representative. Xerox employees shall not be entitled to privileges of employment that Customer may provide to Customer's employees, and Xerox shall be responsible for payment of all unemployment, social security, federal (state and local, as necessary) and other payroll taxes in regard to its employees involved in the performance of the Services. Neither of the parties, nor their respective employees or Affiliates, shall be authorized to conclude contracts in the name of the other party, or to act or appear as a representative of the other, whether in performing the Services or otherwise.
e. No Hiring. During the term of an Order under which Xerox is providing Services and for a period of 1 year thereafter, Customer and Xerox each agree not to hire, solicit, or employ any of the other’s personnel who have been engaged in the provision of services or the performance of this Agreement, unless prior written consent is obtained from the other party. Such prohibition shall not apply to hiring as a result of general public solicitations of employment. Should one of the parties hire the other party’s personnel in violation of this Agreement, the violating party shall immediately pay to the other, as liquidated damages and as the sole remedy for such violation, an amount equal to such personnel’s then current annual compensation (or the amount paid to such person during the previous 12 months in the case of an independent contractor). f. Assignment. Except for Xerox’s assignment to an Affiliate or to a third party for the purposes of securitizing or factoring, neither party may assign this Agreement and any Order(s) hereunder without the prior written consent of the other party. In the event of a permitted assignment by Xerox, each successive assignee of Xerox will have all of the rights but none of the obligations of Xerox pursuant to this Agreement. Customer will continue to look to Xerox for performance of Xerox’s obligations hereunder and Customer hereby waives and releases any assignees of Xerox from any such claim. Customer will not assert any defense, counterclaim or setoff that Customer may have or claim against Xerox against any assignee of Xerox. g. Communication Authorization. Customer authorizes Xerox or its agents to communicate with Customer by any electronic means (including cellular phone, email, automatic dialing and recorded messages) using any phone number (including cellular) or electronic address that Customer provides to Xerox. h. Limitation on Charges. In no event will Xerox charge or collect any amounts in excess of those allowed by applicable law. Any part of an Order that would, but for this Section, be construed to allow for a charge higher than that allowed under any applicable law, is limited and modified by this Section to limit the amounts chargeable under such Order to the maximum amount allowed by law. If, in any circumstances, an amount in excess of that allowed by law is charged or received, such charge will be deemed limited to the amount legally allowed and the amount received by Xerox in excess of that legally allowed will be applied to the payment of amounts owed or will be refunded to Customer. i. Order of Precedence; Entire Agreement. This Agreement, including all schedules, attachments, exhibits and amendments hereto and the Services Contract(s) hereunder, constitutes the entire agreement between the parties as to the subject matter and supersedes all prior and contemporaneous oral and written agreements regarding the subject matter hereof and neither party has relied on or is relying on any other information, representation, discussion or understanding in entering into and completing the transactions contemplated in this Agreement. The parties agree that except as expressly set forth in this Agreement, in the event of any conflict between terms and conditions, the order of precedence shall be this Agreement, the applicable Orders under the Services Contract (excluding Customer POs), and the SOW or DOS, as applicable. If a term in this Agreement expressly provides for a term in an Order to take precedence, such provision in the Order shall prevail to the extent of any conflict. Notwithstanding the foregoing, provisions in the General Module of this Agreement related to: (1) Section 2.6 (Intellectual Property Ownership); (2) Section 2.7 (Indemnification); (3) Section 2.8 (Limitation of Liability); (4) Section 2.10 (Confidentiality); and (5) Section 2.3 (Taxes), will prevail over conflicting provisions in any other contractual document.

2.16. eCommerce Portal
Xerox and Customer agree to establish one or more eCommerce portals (each, an “eCommerce Portal”) to be used by Customer to select certain models of Equipment and supplies identified in such eCommerce Portals and, upon meeting the conditions set forth below, to submit Orders for the delivery of such Equipment and supplies. During the ordering process in the eCommerce Portal, Customer will be prompted to electronically accept certain terms and conditions that are in addition to those terms and conditions in this Agreement and which would otherwise print out on an SSO:

DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519

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Form 52663-S (January 16, 2020) XEROX CONFIDENTIAL 11 of 17 (a) If Customer accepts such terms and conditions, Xerox will accept and process such order submitted through the eCommerce Portal as an Order (an “eCommerce Order”) without any requirement for Customer to execute and deliver an SSO or any other Order form.
(b) If Customer declines such terms and conditions, then (i) Xerox will not accept the submission as an Order and (ii) Customer will need to execute and deliver to Xerox, an SSO presented by Xerox that identifies such Equipment or supplies, the term thereof, the pricing associated therewith and any applicable additional terms and conditions related thereto.

Notwithstanding the foregoing, an eCommerce Order cannot be used for certain types of transactions including, but not limited to, transactions involving Equipment subject to waiver dollars and/or flexibility, involving trade-in units, specific high-end Equipment and Equipment subject to a pooled volume minimum.

SERVICES MODULE

3. TERMS AND CONDITIONS SPECIFIC TO SERVICES
In addition to the terms and conditions in the GENERAL Module, the following terms and conditions apply to Xerox’s performance of Services.

3.1. Scope of Services
Subject to the terms and conditions of this Agreement, Services will be performed by Xerox and/or its Affiliates in accordance with the requirements set forth in an Order. If Customer fails to perform or is delayed in performing any of its responsibilities under this Agreement, such failure or delay may prevent Xerox from being able to perform any part of the Services or Xerox-related activities. Xerox shall be entitled to an extension or revision of the applicable term of the Order (which may include setting a new expected date for commencement of Services) or to an equitable adjustment in performance metrics associated with such failure or delay. Xerox grants Customer a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Services only for the purpose of such Customer and its designees receiving the benefit of the Services set forth in the applicable SOW.

3.2. Charges for Services
Charges for Services are set forth in the applicable Order. Charges are based upon information exchanged between Customer and Xerox, which is assumed to be complete and accurate, and also depend upon other factors such as the timely performance by Customer of its responsibilities. If: (a) such information should prove to be incomplete or inaccurate in any material respect; or (b) there is a failure or delay by the Customer in performing its responsibilities under this Agreement or an Order which results in Xerox incurring a loss or additional cost or expense, then the charges shall be adjusted to reflect proportionately the impact of such materially incomplete or inaccurate information or such failure or delay. Charges that are indicated in an Order as being fixed are not subject to an annual percentage escalation for the initial term of such Order; otherwise, Xerox may increase Charges for Services annually by an amount no greater than the CPI Adjustment Percentage. If Xerox provides Services partially or early (for example, prior to the start of the initial term of an Order), Xerox will bill Customer on a pro rata basis, based on a 30 day month, and the terms and conditions of this Agreement will apply.

3.3. Use of Subcontractors
Xerox may, when it reasonably deems it appropriate to do so, subcontract any portion of the Services. Xerox shall remain responsible for any Services performed by subcontractors retained by Xerox to the same extent as if such Services were performed by Xerox.

3.4. Services Scope Changes
Except as otherwise set forth in an Order, either party may propose to modify the then-existing Services that are described in an Order, or to add new Services under a Services Contract. If Xerox determines such changes are feasible, Xerox will prepare and propose to Customer an Order incorporating the requested changes and any related impact to the Charges or terms. Once Customer executes and Xerox accepts the Order, Xerox will promptly proceed with the new and/or revised Services in accordance with the terms of the Order and this Agreement.

3.5. Early Termination of Services and Labor
Except as otherwise set forth in a Services Contract, upon 90 days prior written notice, Customer may terminate or reduce any Services or labor provided pursuant to an Order without incurring early termination charges except as set forth in the next sentence. Notwithstanding the foregoing, if any such Services or labor provided under an Order are terminated (a) by Xerox due to Customer’s default or (b) by Customer and Customer acquires similar services from another supplier within 6 months of the termination of such Services or labor, Customer shall pay all amounts due as of the termination date, together with the early termination charges, for loss of bargain and not as a penalty, stated in the DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519

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Form 52663-S (January 16, 2020) XEROX CONFIDENTIAL 12 of 17 Order or, if not specifically stated therein, an amount equal to the then current MMC for said terminated or reduced Services or labor multiplied by the number of months remaining in the term of the related Order, not to exceed 6 months.

EQUIPMENT MODULE

4. TERMS AND CONDITIONS SPECIFIC TO EQUIPMENT & THIRD PARTY HARDWARE In addition to the terms and conditions in the GENERAL Module, the following terms and conditions apply to Equipment and Third Party Hardware provided to Customer.

4.1. Term and Date of Installation
The term for each unit of Equipment shall be the term stated on the applicable Order, with the commencement date based upon the actual Date of Installation. If the Date of Installation for a unit of Equipment is prior to the applicable Order start date, Xerox will bill the Customer for such Equipment on a pro rata basis, based on a 30-day month, and the terms and conditions of this Agreement and the applicable Services Contract will apply as of the Date of Installation.

4.2. Delivery and Removal and Suitability of Customer Facilities Xerox will be responsible for all standard delivery charges for Equipment and Third Party Hardware and, for Equipment or Third Party Hardware for which Xerox holds title, standard removal charges. Non-standard delivery or removal charges (including removal prior to the end of the term for any Equipment) will be at Customer’s expense. The suitability of Customer Facilities for installation of Equipment or Third Party Hardware, including compliance with state and local building, fire and safety codes and any non-standard state or local installation requirements, is Customer’s responsibility.

4.3. Equipment Status
Unless Customer is acquiring previously installed equipment, Equipment will be either: (a) “Newly Manufactured,” which may contain some recycled components that are reconditioned; (b) “Factory Produced New Model” which is manufactured and newly serialized at a Xerox factory, adds functions and features to a product previously disassembled to a Xerox predetermined standard, and contains new components and recycled components that are reconditioned; or (c) “Remanufactured,” which has been factory produced following disassembly to a Xerox predetermined standard and contains both new components and recycled components that are reconditioned. Xerox makes no representations as to the status of any Third Party Hardware that Xerox may provide under any Order.

4.4. Consumable Supplies
If specified in an Order, Xerox will provide Consumable Supplies for related Equipment. Xerox may charge a shipping fee for Consumable Supplies. Consumable Supplies are Xerox’s property until used in the Equipment for which they are provided. Upon expiration or termination of the applicable Order, Customer will either return any unused Consumable Supplies to Xerox at Xerox’s expense when using Xerox-supplied shipping labels, or destroy them in a manner permitted by applicable law. Xerox reserves the right to charge Customer for any Consumable Supplies usage that exceeds Xerox’s published yields by more than 10%. In such a case, Xerox will notify Customer of the excess usage. If such excess usage does not cease within 30 days after notice, Xerox may charge Customer for the excess usage. If Xerox provides paper under a Services Contract, upon 30 days’ notice, Xerox may adjust paper pricing or either party may terminate the provision of paper.

4.5. Use and Relocation
For any Equipment or Third Party Hardware provided by Xerox, with the exception of Purchased Equipment for which Customer has paid in full, Customer agrees that: (a) the Equipment or Third Party Hardware shall remain personal property; (b) Customer will not attach any of the Equipment or Third Party Hardware as a fixture to any real estate; (c) Customer will not pledge, sub-lease or part with possession of the Equipment or Third Party Hardware or file or permit to be filed any lien against the Equipment or Third Party Hardware; and (d) Customer will not make any permanent alterations to the Equipment or Third Party Hardware. While Equipment or Third Party Hardware is subject to an Order, Customer must provide Xerox prior written notice of all Equipment or Third Party Hardware relocations and Xerox may arrange to relocate the Equipment or Third Party Hardware at Customer’s expense. While Equipment or Third Party Hardware is being relocated, Customer remains responsible for making all payments to Xerox required under the applicable Order. All parts or materials replaced, including as part of an upgrade, will become Xerox’s property.

Equipment or Third Party Hardware cannot be relocated outside of the U.S. until Customer has paid in full for the Equipment or Third Party Hardware and has received title thereto. Notwithstanding anything to the contrary in the foregoing, to the extent the Equipment contains any Software, any relocation of such Equipment is subject to the terms and conditions set forth in the Software License Module of this Agreement.

4.6. Supplier Equipment Provided
DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519

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Form 52663-S (January 16, 2020) XEROX CONFIDENTIAL 13 of 17 In the event Xerox provides Supplier Equipment to Customer, the following terms shall apply unless otherwise specified in an Order:
a. Unless Supplier Equipment is purchased by Customer, Xerox (or the applicable third party vendor) shall at all times retain title to the Supplier Equipment. Customer hereby authorizes Xerox or its agents to file financing statements necessary to protect Xerox’s rights to the Supplier Equipment. Customer will promptly notify Xerox, in writing, of any change in ownership, or if it relocates its principal place of business or changes the name of its business. The risk of loss or damage to the Supplier Equipment shall pass to Customer upon delivery to the site where Xerox performs the Services and/or Maintenance Services and/or provides Products, as applicable.

Customer will insure the Supplier Equipment against loss or damage and the policy will name Xerox as loss payee.
b. Customer agrees to use the Supplier Equipment in accordance with, and to perform, all operator maintenance procedures for the Supplier Equipment described in the applicable Documentation made available or provided by Xerox. The Customer shall not (unless the Supplier Equipment is Purchased Equipment, and then only with Xerox’s prior consent):
i. sell, charge, let or part with possession of the Supplier Equipment; ii. remove the Supplier Equipment from Customer Facilities in which it is installed; or iii. make any changes or additions to the Supplier Equipment. c. Early Termination. Equipment is provided for a minimum order term (as specified in the applicable Order per 4.1 above). If Equipment is terminated for any reason before the end of its minimum order term, the termination charges set forth in the applicable Order or Services Contract for such Equipment shall apply.

4.7. Data Security
Certain models of Equipment can be configured to include a variety of data security features. There may be an additional cost associated with certain data security features. The selection, suitability and use of data security features are solely Customer’s responsibility. Upon request, Xerox will provide additional information to Customer regarding the security features available for particular Equipment models. Obligations regarding removal of Customer’s Confidential Information that may be stored on hard drives on Equipment owned by Xerox, if any, and any costs associated with such removal will be set forth in the applicable Order.

4.8. Remote Services for Equipment
Certain models of Equipment are supported and serviced using Remote Data Access. Remote Data Access also enables Xerox to transmit to Customer Maintenance Releases or Updates for software or firmware and to remotely diagnose and modify Equipment to repair or correct malfunctions. Remote Data will be transmitted to and from Customer in a secure manner specified by Xerox. Remote Data Access will not allow Xerox to read, view or download any Customer data, documents or other information residing on or passing through the Equipment, Third Party Hardware or Customer’s information management systems. Customer grants the right to Xerox, without charge, to establish and maintain Remote Data Access for the purposes described above. Upon Xerox’s request, Customer will provide contact information for Equipment such as name and address of Customer contact and IP and physical addresses/locations of Equipment. Customer will enable Remote Data Access via a method prescribed by Xerox and Customer will provide Xerox with reasonable assistance to allow Xerox to have Remote Data Access. Unless Xerox deems Equipment incapable of Remote Data Access, Customer will ensure that Remote Data Access is maintained at all times Maintenance Services are being performed.

4.9. Removal of Hazardous Waste
Customer agrees to take responsibility for legally disposing of all hazardous wastes generated from the use of Third Party Hardware or supplies.

EQUIPMENT PURCHASE MODULE

5. TERMS AND CONDITIONS SPECIFIC TO EQUIPMENT PURCHASE
In addition to the terms and conditions in the GENERAL Module, the following terms and conditions apply to the acquisition of Purchased Equipment:

5.1. Order
Orders for an outright purchase of Purchased Equipment shall include the unique Xerox-provided contract number and the number of this Agreement on all applicable ordering documents.

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Form 52663-S (January 16, 2020) XEROX CONFIDENTIAL 14 of 17

5.2. Title and Risk of Loss
Title and risk of loss or damage to the Purchased Equipment will pass to Customer upon delivery to the applicable Customer Facilities.

5.3. Default
If Customer defaults under a XOA for Purchased Equipment, Xerox, in addition to its other remedies (including the cessation of Maintenance Services if applicable), may require immediate payment of all amounts then due, plus all Transaction Taxes and applicable interest on all amounts due from the due date until paid. Customer shall also pay all reasonable costs, including attorney’s fees, incurred by Xerox to enforce this Agreement.

5.4. Maintenance Services for Purchased Equipment
If Customer elects to receive Maintenance Services for Purchased Equipment, Customer shall do so under a separate Order under the Agreement for such Maintenance Services.

5.5. Agreement Provision Exclusions
The following Agreement provisions do not apply to Orders for an outright purchase of Purchased Equipment: Sections

2.1(c)(ii) - (iii); 2.4(b)-(j); 2.5(b)(i); 2.9; 4.4; and 4.6.

MAINTENANCE SERVICES MODULE

6. TERMS AND CONDITIONS SPECIFIC TO MAINTENANCE SERVICES In addition to the terms and conditions in the GENERAL Module, and except as otherwise set forth in an Order, the following terms and conditions apply to provision of Maintenance Services.

6.1. Maintenance Services
As part of an Order for (a) stand-alone Maintenance Services related to Purchased Equipment, or (b) Maintenance Services related to Equipment to which Xerox does not hold title, or as a mandatory part of an Order for Equipment (other than Purchased Equipment) that includes Maintenance Services, Xerox or a designated service provider will provide the following Maintenance Services for Equipment. If Customer is acquiring Equipment for which Xerox does not offer Maintenance Services, such Equipment will be designated as “No Svc.” This Module does not apply to maintenance of Third Party Hardware. Maintenance that Xerox provides on Third Party Hardware will be provided in accordance with the terms of the applicable Order.

The provision of Maintenance Services is contingent upon Customer facilitating timely and efficient resolution of Equipment issues by: (i) utilizing Customer-implemented remedies provided by Xerox; (ii) replacing Cartridges; and (iii) providing information to and implementing recommendations provided by Xerox telephone support personnel in those instances where Xerox is not providing on-site Equipment support personnel. If an Equipment issue is not resolved after completion of (i) through (iii) above, Xerox will provide on-site support as provided in the applicable Order.

6.2. Repairs and Parts
a. Xerox will make repairs and adjustments necessary to keep the Equipment in good working order and operating in accordance with its written specifications (including such repairs or adjustments required during initial installation). Maintenance Services shall cover repairs and adjustments required as a result of normal wear and tear or defects in materials or workmanship. Parts required for repair may be new, reconditioned, reprocessed or recovered.
b. If Xerox is providing Maintenance Services for Equipment that uses Cartridges, Customer will use only unmodified Cartridges purchased directly from Xerox or its authorized resellers. Failure to use such Cartridges will void any warranty applicable to such Equipment. Cartridges packed with Equipment or furnished by Xerox as Consumable Supplies will meet Xerox’s new Cartridge performance standards and may be new, remanufactured or reprocessed and contain new and/or reprocessed components. To enhance print quality, Cartridges for many models of Equipment have been designed to cease functioning at a predetermined point. Many Equipment models are designed to function only with Cartridges that are newly manufactured original Xerox Cartridges or with Cartridges intended for use in the U.S.

6.3. Hours and Exclusions
Unless otherwise set forth in an Order, Maintenance Services will be provided in areas accessible for repair services during Xerox’s standard working hours. Maintenance Services excludes repairs due to: (a) misuse, neglect or abuse; (b) failure of the installation site or the PC or workstation used with the Equipment to comply with Xerox’s published specifications; (c) use of options, accessories, or other products not serviced by Xerox; (d) non-Xerox alterations, relocation, service or supplies; and (e) failure to perform operator maintenance procedures identified in operator DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519

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Form 52663-S (January 16, 2020) XEROX CONFIDENTIAL 15 of 17 manuals. Customer agrees to furnish all referenced parts, tools, and supplies needed to perform those procedures that are described in the applicable manuals and instructions.

6.4. Installation Site and Meter Readings
In order to receive Maintenance Services for Equipment requiring connection to a PC or workstation, Customer must utilize a PC or workstation that either (a) has been provided by Xerox or (b) meets Xerox’s published specifications.

The Equipment installation site must conform to Xerox’s published requirements. If applicable, unless otherwise set forth in an Order, Customer agrees to provide meter readings in the manner prescribed by Xerox. If Customer does not provide Xerox with meter readings as required, for Equipment not capable of Remote Data Access, or if Remote Data Access is interrupted, Xerox may estimate them and bill Customer accordingly.

6.5. Remedy
As Customer’s exclusive remedy for Xerox’s failure to provide Maintenance Services, Xerox will, for 5 years after the installation date of the initial unit or the initial term of the Order, whichever is longer, replace the Equipment with an identical product or, at Xerox’s option, another model with comparable features and capabilities. If replacement Equipment is provided pursuant to this Section, there shall be no additional charge for its provision by Xerox during the initial term of the Order and it shall be subject to the terms and conditions of this Agreement and the applicable Order(s).

Customer’s use of non-Xerox approved consumables that affect the performance of the Equipment may invalidate this remedy. If Xerox is unable to keep a unit of Equipment in good working order after the period noted above, either party may terminate Maintenance Services for that unit without any penalties or early termination charges upon not less than 30 days’ written notice to the other party.

6.6. End of Service
Xerox has no obligation to maintain or replace Equipment beyond the “End of Service” for that particular model of Equipment. End of Service (“EOS”) means the date announced by Xerox after which Xerox will no longer offer Maintenance Services for a particular Equipment model. An EOS Equipment List is available upon request.

SOFTWARE LICENSE MODULE

7. TERMS AND CONDITIONS SPECIFIC TO SOFTWARE
In addition to the terms and conditions in the GENERAL Module the following terms and conditions apply to the license and use of Software and its associated Documentation.

7.1. Software License
Xerox may provide Software to Customer pursuant to an Order hereunder. The following license applies to Software provided hereunder, unless such Software is accompanied by a click-wrap or shrink-wrap license agreement or otherwise provided subject to a separate license agreement. a. Xerox grants Customer a non-exclusive, non-transferable, non-assignable (by operation of law or otherwise) license to use in the U.S.: (i) Base Software only on or with the Equipment with which (or within which) it was delivered; and (ii) Application Software only on any single unit of Equipment, subject to Customer remaining current in the payment of any indicated applicable Software license fees (including any annual renewal fees).

For Services Software, Xerox grants Customer a non-exclusive, non-transferable, non-assignable (by operation of law or otherwise) license in the U.S. to install the Services Software on a host computer(s) or server(s) or, if applicable, on Equipment or Third Party Hardware, and, further, if applicable, on the number of workstations, laptops and mobile devices specified in the Order, and to use the Services Software only for the purpose of receiving the applicable Services. Customer has no other rights to the Software. Customer will not and will not allow its employees, agents, contractors or vendors to: (i) distribute, copy, modify, create derivatives of, decompile, or reverse engineer Software except as permitted by applicable law; (ii) activate Software delivered with or within the Equipment in an un-activated state; or, (iii) access or disclose Diagnostic Software for any purpose. Title to Software and all copyrights and other intellectual property rights in Software will reside solely with Xerox and its licensors (who, if required by the terms of the third party license agreement with Xerox, will be considered third party beneficiaries of this Agreement’s software and limitation of liability provisions).
b. The Base Software license will terminate, as applicable: (i) if Customer no longer uses or possesses the Equipment with which the Base Software was provided; or (ii) upon the expiration or termination of any Order under which Customer has acquired the Equipment with which the Base Software was provided (unless Customer has exercised an option to purchase the Equipment, where available, in which case the license to Base Software is perpetual and transferrable with purchase of the Equipment by Customer). c. Software may contain code to prevent its unlicensed use and/or transfer. If Customer does not permit Xerox periodic access to such Software, this code may impair the Equipment’s and/or Software’s functionality.

DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519

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Form 52663-S (January 16, 2020) XEROX CONFIDENTIAL 16 of 17 d. Xerox does not warrant that the Software will be free from errors or that its operation will be uninterrupted.

7.2. Software Support
Software support will be provided by Xerox or a designated service provider as follows. For Base Software, Software support will be provided during the initial term of the applicable Order and any renewal period, but not longer than 5 years after Xerox stops taking orders for the subject model of Equipment. For Application Software, Software support will be provided as long as Customer is current in the payment of all applicable software license, annual renewal and “support only” fees. For Services Software, support will be provided in accordance with the terms of the applicable Statement of Work or Order.
a. Xerox will maintain a web-based or toll-free hotline during Xerox’s standard working hours to report Software problems and answer Software-related questions. Xerox, either directly or with its vendors, will make reasonable efforts to: (i) assure that Software performs in material conformity with its Documentation; (ii) provide available workarounds or patches to resolve Software performance problems; and (iii) resolve coding errors for (1) the current release and (2) the previous release for a period of 6 months after the current release is made available to Customer. Xerox will not be required to provide Software support if Customer has modified the Software.
b. Xerox may make available new releases of the Software that are designated as “Maintenance Releases” or “Updates.” Maintenance Releases or Updates are provided at no charge and must be implemented within 6 months after being made available to Customer. Each Maintenance Release or Update shall be considered Software governed by these terms. Feature Releases will be subject to additional license fees at Xerox’s then-current pricing and shall be considered Software governed by these terms and conditions (unless otherwise noted in an Order). Implementation of a Maintenance Release, Update or Feature Release may require Customer to procure, at its expense, additional hardware and/or software from Xerox or another entity.

Upon installation of a Maintenance Release, Update or Feature Release, Customer will return or destroy all prior Maintenance Releases, Updates or Feature Releases. c. Xerox may increase Software license fees and support fees for Application Software annually by an amount no greater than the CPI Adjustment Percentage.

7.3. Diagnostic Software
Diagnostic Software and method of entry or access to it constitute valuable trade secrets of Xerox. Title to the Diagnostic Software shall at all times remain solely with Xerox and Xerox’s licensors. Xerox does not grant Customer a license or right to use the Diagnostic Software. Customer will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or allow third parties to do so). Customer will allow Xerox reasonable access to the Equipment during Customer’s normal business hours to remove or disable Diagnostic Software if Customer is no longer receiving Maintenance Services from Xerox.

7.4. Third Party Software
Third Party Software is subject to license and support terms provided by the applicable Third Party Software vendor.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below intending it to become effective on the Effective Date and thereby agreeing to its terms.

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Form 52663-S (January 16, 2020) XEROX CONFIDENTIAL 17 of 17

ENTER CUSTOMER NAME XEROX CORPORATION
Signature Signature
Name (please print) Name
Title Title
Address Address
Date Date
DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519

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October 25, 2022
Ms. Rachael Jones Turner
SLED Cooperative Contracts Manager
Xerox Corporation
201 Merritt 7
Norwalk, CT 06851
[email protected]
Re: Renewal Award of Contract #R191104
Dear Ms. Jones Turner:

Per official action taken by the Board of Directors of Region 4 Education Service Center on October 25, 2022, Region 4 ESC is pleased to announce that Xerox Corporation has been awarded an annual contract renewal for the following, based on the sealed proposal submitted to Region 4 on November 19, 2019, and subsequent performance thereafter:

Contract
Copiers and Printers
The contract will expire on May 31, 2024, completing the fourth year of a five-year term contract.

The contract is available through OMNIA Partners, Public Sector. Your designated OMNIA Partners, Public Sector contact is Deborah Bushnell, at (713) 554-7348 or [email protected]
The partnership between Xerox Corporation, Region 4 and OMNIA Partners, Public Sector can be of great help to participating agencies. Please provide copies of this letter to your sales representative(s) to assist in their daily course of business.

Sincerely,
Robert Zingelmann
Chief Financial Officer, Finance and Operations Services DocuSign Envelope ID: D0313496-82F2-4262-8D1A-EB203D55788B

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Request for Contract Update
Pursuant to the terms of contract number________________ for _________________________ Contractor must notify and receive approval from Region 4 ESC when there is an update in the contract. No request will be officially approved without the prior authorization of Region 4 ESC. Region 4 ESC reserves the right to accept or reject any request.
hereby provides notice of the following update on
(Contractor)
this date .

Instructions: Contractor must check all that may apply and shall provide supporting documentation. Requestsreceived without supporting documentation will be returned. This form is not intended for use if there is a material change in operations, such as assignment, bankruptcy, change of ownership, merger, etc. Material changes must be submitted on a “Notice of Material Change to Vendor Contract” form.  Authorized Distributors/Dealers
Addition
Deletion
Supporting Documentation
 Products/Services
NewAddition
Update Only
Supporting Documentation
 States/Territories
Supporting Documentation
 Price Update
Supporting Documentation
 Discontinued Products/Services
Supporting Documentation
 Other
Supporting Documentation
Notes: Contractor may include other notes regarding the contract update here: (attach another page if necessary).

Submitted By:

Title:
 Approved by Email: Date
 Denied by Email: Date
Email Address: Region 4 ESC:

R191104 Xerox
Xerox
5/15/2020
X Add the Installment Purchase Terms and Conditions
Xerox is requesting to add the Installment Purchase Terms and Conditions to the R191104 Copiers & Printers Contract.

The Installment Purchase Terms and Conditions will supplement the Cash Purchase, Lease and Rental Terms and Conditions.

Rachael Jones Turner
SLED Cooperative Contracts Manager
[email protected]
DocuSign Envelope ID: 4BE5432F-859F-43BA-9E27-B8D4A8F3D957 5/18/2020 | 1:07 PM PDT
X

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Form # 52601 (December 5, 2018) Xerox Confidential Page 1 of 2 Installment Sale Agreement
SOLUTIONS/SERVICES:

1. PRODUCTS. "Products" means the equipment ("Equipment"), Software and supplies identified in this Agreement. You agree the Products are for your business use (not resale) in the United States and its territories and possessions ("U.S.") and will not be used for personal, household or family purposes.

2. CONSUMABLE SUPPLIES. Consumable Supplies vary depending upon the Equipment model. If “Consumable Supplies” is identified in Maintenance Plan features, Consumable Supplies include: (i) for black and white Equipment, standard black toner and/or dry ink, black developer, Copy Cartridges, and, if applicable, fuser agent required to make impressions; (ii) for full color Equipment, the items in (i) plus standard cyan, magenta, and yellow toners and dry inks (and their associated developers); and, (iii) for Equipment identified as “Phaser”, only, if applicable, black solid ink, color solid ink, imaging units, waste cartridges, transfer rolls, transfer belts, transfer units, belt cleaner, maintenance kits, print Cartridges, drum Cartridges, waste trays and cleaning kits. Unless otherwise set forth herein, Consumable Supplies exclude paper and staples. Xerox may charge a shipping fee for Consumable Supplies. Consumable Supplies are Xerox's property until used by you, and you will use them only with the Equipment for which "Consumable Supplies" is identified in Maintenance Plan Features. If Consumables Supplies are furnished with recycling information, Customer will return the used item to Xerox for remanufacturing. Shipping information is available at Xerox.com/GWA. Upon expiration of this Agreement, Customer will include any unused Consumable Supplies with the Equipment for return to Xerox at the time of removal. If your use of Consumable Supplies exceeds Xerox's published yield by more than 10%, Xerox will notify you of such excess usage. If such excess usage does not cease within 30 days after such notice, Xerox may charge you for such excess usage. Upon request, you will provide current meter reads and/or an inventory of Consumable Supplies in your possession.

3. MAINTENANCE SERVICES. This Section applies only if Customer has contracted with Xerox for the provision of Maintenance Services. Except for Equipment identified as "No Svc.", Xerox (or a designated servicer) will keep the Equipment in good working order ("Maintenance Services"). The provision of Maintenance Services is contingent upon Customer facilitating timely and efficient resolution of Equipment issues by: (a) utilizing Customer-implemented remedies provided by Xerox; (b) replacing Cartridges; and (c) providing information to and implementing recommendations provided by Xerox telephone support personnel. If an Equipment issue is not resolved after completion of (a) through (c) above, Xerox will provide on-site support as provided herein. Maintenance Services will be provided during Xerox's standard working hours in areas open for repair service for the Equipment. Maintenance Services excludes repairs due to: (i) misuse, neglect or abuse; (ii) failure of the installation site or the PC or workstation used with the Equipment to comply with Xerox's published specifications; (iii) use of options, accessories or products not serviced by Xerox; (iv) non-Xerox alterations, relocation, service or supplies; or (v) failure to perform operator maintenance procedures identified in operator manuals. Replacement parts may be new, reprocessed or recovered and all replaced parts become Xerox's property. Xerox will, as your exclusive remedy for Xerox's failure to provide Maintenance Services, replace the Equipment with an identical model or, at Xerox's option, another model with comparable features and capabilities. There will be no additional charge for the replacement Equipment during the remainder of the initial Term. If meter reads are a component of your Maintenance Plan, you will provide them using the method and frequency identified by Xerox. If you do not provide a meter reading for Equipment not capable of Remote Data Access, or if Remote Data Access is interrupted, Xerox may estimate the reading and bill you accordingly.

PRICING PLAN/OFFERING SELECTED:

4. COMMENCEMENT & TERM. This Agreement is valid when accepted by Xerox. Time periods applicable for each unit of Equipment will commence upon: (a) delivery of customer-installable Equipment; or (b) installation of Xerox-installable Equipment. If Xerox is providing Maintenance Services for the Equipment, the initial Term for Maintenance Services will expire on the final day of the last full calendar month identified on the face of this Agreement. Unless either party provides notice at least 30 days before the end of the initial Term of its intention not to renew Maintenance Services for a unit of Equipment, it will renew automatically on the same terms and conditions for successive terms of the same number of months as the initial Term. Pricing for each renewal term will be Xerox's then-current published pricing.

5. PAYMENT. If the invoice displays a due date, payment must be received by Xerox on or before the due date. If the invoice does not display a due date, payment must be received by Xerox within 30 days after the invoice date. All invoice payments under this Agreement shall be made via check, Automated Clearing House debit, Electronic Funds Transfer, DocuSign Envelope ID: 4BE5432F-859F-43BA-9E27-B8D4A8F3D957

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Form # 52601 (December 5, 2018) Xerox Confidential Page 2 of 2 Installment Sale Agreement
or direct debit from Customer’s bank account. Restrictive covenants on payment instruments will not reduce your obligations.

6. PREPAYMENT. You may prepay the remaining principal balance on the installment purchase of Equipment, thereby eliminating future finance charges.

7. PRICE INCREASES. Xerox may annually increase the maintenance component of the Minimum Payment and Print Charges. For Application Software, Xerox may annually increase the software license or support fees.

8. DELIVERY, REMOVAL & RELOCATION. Equipment prices include standard delivery charges and, for Xerox-owned Equipment, standard removal charges. Charges for non-standard delivery or removal and for any Equipment relocation are your responsibility. Relocation of Xerox-owned Equipment must be arranged (or approved in advance) by Xerox and may not be to a location outside of the U.S.

9. DEFAULT & REMEDIES. If you default or breach an individual Installment Purchase Agreement, Xerox, If you default, Xerox, in addition to its other remedies (including the cessation of Basic Services), may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of (a) all amounts then due, plus interest on all amounts due as allowed under law; from the due date until paid at the rate of one and one-half percent (1.5%) per month, not to exceed the maximum amount permitted by State law); and (b) the remaining Installment Sale Payments in the Installment Purchase Individual Agreement term less any unearned finance charges (as reflected on Xerox's books and records); (c) the lesser of the remaining Minimum Periodic Base Charge in the Agreement’s term or six (6) such payments for one-year agreements and twelve (12) such payments for multi-year agreements), and, (d) all applicable Taxes.

ADDITIONALTERMS:

10. TRADE-IN EQUIPMENT. You warrant that you have the right to transfer title to the equipment you are trading in as part of this Agreement ("Trade-In Equipment") and that the Trade-In Equipment is in good working order and has not been modified from its original configuration (other than by Xerox). Title and risk of loss to the Trade-In Equipment will pass to Xerox when Xerox removes it from your premises. You will maintain the Trade-In Equipment at its present site and in substantially its present condition until removed by Xerox. You will pay all accrued charges for the Trade-In Equipment (up to and including payment of the final principal payment number) and all applicable maintenance, administrative, supply and finance charges until Xerox removes the Trade-In Equipment from your premises.

GENERAL TERMS & CONDITIONS:

11. NON-CANCELABLE AGREEMENT. THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN. YOUR OBLIGATION TO MAKE ALL PAYMENTS, AND TO PAY ANY OTHER

AMOUNTS DUE OR TO BECOME DUE, IS ABSOLUTE AND UNCONDITIONAL AND NOT SUBJECT TO DELAY,

REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM OR RECOUPMENT FOR ANY REASON WHATSOEVER, IRRESPECTIVE OF XEROX'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. ANY CLAIM AGAINST XEROX MAY BE ASSERTED IN A SEPARATE ACTION AND SOLELY AGAINST XEROX.

12. PROTECTION OF XEROX'S RIGHTS. You authorize Xerox or its agent to file, by any permissible means, financing statements necessary to protect Xerox's rights as lessor of the Equipment. You will promptly notify Xerox of a change in ownership, or if you relocate your principal place of business or change the name of your business.

13. State and Local Government Terms and Conditions.

A) Tax Treatment (applicable to Fixed Purchase Option Leases). Xerox has accepted this Agreement based on your representation that Xerox may claim any interest paid by you as exempt from federal income tax under Section 103(c) of the Internal Revenue Code ("Code"). You will comply with the information reporting requirements of Section 149(e) of the Code. Such compliance includes the execution of 8038-G or 8038-GC Information Returns.

You appoint Xerox as your agent to maintain, and Xerox will maintain, or cause to be maintained, a complete and accurate record of all assignments of this Agreement in form sufficient to comply with the book entry requirements of Section 149(a) of the Code and the regulations thereunder from time to time. Should Xerox lose the benefit of this exemption as a result of your failure to comply with or be covered by Section 103(c) the Code or the regulations thereunder, then, subject to the availability of funds and upon demand by Xerox, you will pay Xerox an amount equal to its loss in this regard. You shall provide Xerox with a properly prepared and executed copy of US Treasury Form 8038 or 8038-GC.

DocuSign Envelope ID: 4BE5432F-859F-43BA-9E27-B8D4A8F3D957

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Submitted By:

Title:
 Approved by Email: Date
 Denied by Email: Date
Email Address: Region 4 ESC:

R191104 Xerox
Xerox
6/26/2020
X Contract Update
Region 4 ESC approved an amendment on 5/18/2020 to add the Xerox Installement Purchase Terms and Conditions to the contract. On an installment sale, the title transfers to the customer upon installation. That language was erroneously missing on the amendment submitted. The attached updated amendment clarifies for the customer that they have title.

Rachael Jones Turner
SLED Cooperative Contracts Manager
[email protected]
DocuSign Envelope ID: CA573BA6-FD6C-4DB4-8953-3AB5EF7CAF5F 7/6/2020 | 7:13 AM PDT
X

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INSTALLMENT SALE AGREEMENT

GENERAL AMENDMENT
Region 4 R191104 (jmc 6-2020) General Amendment
THIS AMENDMENT (the “Amendment”) amends Installment Sale Agreement Terms and Conditions for Contract Number R191104 (the “Agreement”) between Region 4 Education Service Center (ESC) (“Customer”) and Xerox.

The parties agree that the Installment Sale Agreement Terms and Conditions are modified as described below:

1. The following Language shall be added to the agreement:
“14. TITLE AND RISK. Title to the Equipment passes to Customer upon delivery. Risk of loss or damage to the Products passes to Customer upon delivery. Until the Products are paid for in full, Customer will insure the Products against loss or damage and the policy will name Xerox as Loss Payee.”
Except as specified in this Amendment, the Agreement shall remain as stated. In the event of a conflict between the terms and conditions of the Agreement and this Amendment, the Amendment will control.

Region 4 Education Service Center (ESC) XEROX CORPORATION Name (Please Print) Name (Please Print)
Signature Signature
Title Title
Date Date
DocuSign Envelope ID: CA573BA6-FD6C-4DB4-8953-3AB5EF7CAF5F

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To: Deborah Bushnell
Contract Manager
From: Robert Zingelmann
Chief Financial Officer, Finance and Operations Services Date: February 25, 2020
Subject: Approval of Contract Award
Per official action taken by the Board of Directors of Region 4 Education Service Center (ESC) on February 25, 2020 the following contract was approved as presented:
➢ Copiers and Printers
• Konica Minolta Business Solutions U.S.A. Inc.
• Kyocera Document Solutions America, Inc.
• Toshiba America Business Solutions, Inc.
• Xerox Corporation
Contract is effective June 1, 2020. If you have any questions, please let me know.

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To: Board of Directors
From: Robert Zingelmann
Date: February 25, 2020
Subject: Recommendation of Contract Award
Region 4 ESC held a RFP opening on October 2, 2019 for RFP #19-11 for Copiers and Printers. There were five (5) proposals submitted:
• Konica Minolta Business Solutions U.S.A. Inc.
• Kyocera Document Solutions America, Inc.
• Sharp Electronics Corporation
• Toshiba America Business Solutions, Inc.
• Xerox Corporation
After careful review of all proposals, the Evaluation Team has determined that four(4) companies demonstrated the ability to provide the products and services outlined in the solicitation while offering competitive pricing to the members.

CONSIDERATION
Award of annual contract in compliance with the bid laws of the State of Texas is recommended.

RECOMMENDATION
The Evaluation Team recommends the following companies for award based on their response:

Contract Vendor Term of Contract
Copiers and Printers Konica Minolta Business
Solutions U.S.A. Inc.

Kyocera Document Solutions
America, Inc.

Toshiba America Business
Solutions Inc.

Xerox Corporation
Three (3) years with option of
two (2) one year renewals
Support documentation has been attached for your reference.

Enclosure: Bid Tab Summary

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To: Dr. Pam Wells
Executive Director
From: Robert Zingelmann
Chief Financial Officer, Finance and Operations Services Date: February 25, 2020
Re: Copiers & Printers Multi-Award Justification; RFP # 19-11 The Evaluation Committee has reviewed the responses and recommend that the following companies be awarded:
• Konica Minolta Business Solutions U.S.A. Inc.
• Kyocera Document Solutions America, Inc.
• Toshiba America Business Solutions, Inc.
• Xerox Corporation
The recommended vendors submitted offers that were determined to be most advantageous to OMNIA Partners, Public Sector members, based upon their submitted proposal and the bid tabulation. All the recommended respondents were determined to be competitively priced and strong for the specified products and services outlined in the RFP.

We believe all recommended vendors demonstrate the ability to provide and perform the services requested in the proposal. We will monitor their performance and determine at the end of each year if they are eligible for renewal with each new term.

This multiple award is recommended as most advantageous as it limits contract awards to the least number of suppliers necessary to meet the requirements of OMNIA Partners, Public Sector members. In order to serve the entire nation, a multiple award is recommended to provide any governmental agency with complete coverage of commodities, services and any other offering within the scope of proposal.

Please let me know if you have any questions.

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CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Approve the Purchase of a Police Vehicle, Find the Procurement to be in the Best Interest of the City, and Authorize the City Manager to Execute Any Documents Necessary to Effectuate the Purchase at the Negotiated Amount (Staff Contact: Jared Hernandez, Chief of Police, 408-586-2406) Category: Consent Calendar-Public Safety
Meeting Date: 6/4/2024
Recommendation: Approve the purchase of a police vehicle, find the procurement to be in the best interest of the City consistent with Milpitas Muncipal Code section I-2-3.03, and authorize the City Manager to execute any documents necessary to effectuate the purchase at the negotiated amount.

BACKGROUND:

The Milpitas Police Department currently manages a fleet of police vehicles assigned to Field Services and Special Operations staff throughout the department’s 24-7 operation. The City of Milpitas has a contractual obligation under the Milpitas Police Officer Association (MPOA) Memorandum of Understanding to provide vehicles for police operations. It is imperative the police department maintain its fleet of vehicles to effectively provide public safety services to the community.

As part of the FY 2023-24 Adopted Budget approved by Council on June 6, 2023, one (1) unmarked Police Department vehicle was approved to be replaced through the Capital Outlay process. This vehicle is one of nine (9) vehicles currently utilized by the eleven (11) staff members assigned to the Special Operations Division. Without replacement of this vehicle, there would be insufficient vehicles available for Detectives to effectively perform their duties.

Municipal Code Section I-2-3.03 titled “Procurements where competitive methods are not practicable” provides that the City is not required to engage in competitive procurement as authorized by the City Council to be “in the best interest of the City”. There is an immediate need to replace this unmarked Police Department vehicle, and the vehicle cannot be obtained through the competitive procurement process as a result of the scarcity of vehicles available on the market.

ANALYSIS:

Typically, the City purchases vehicles using a cooperative agreement such as the National Auto Fleet Group (NAFG), one of the largest cooperative vehicle suppliers in the country, especially for sedans. The use of cooperative agreements, which are a result of competitive solicitations, is typically more effective and efficient than for the City to undergo a competitive procurement process. However, purchases through these agreements are severely affected by the current supply shortage of vehicles in the automobile market, resulting in an extended delivery period. There are currently no vehicles available for government wholesale purchase through NAFG. While NAFG has limited inventory for patrol vehicles, NAFG has no inventory for unmarked vehicles suitable for police fleet. Furthermore, NAFG also has very limited vehicle availability for retail purchase. The majority of retail vehicles are sold before delivered to the dealership due to a backlog of orders. Retail vehicles are not available to the City through the existing cooperative agreement with NAFG.

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Staff contacted several local dealerships. Local dealerships also have very limited inventory and are not interested in responding to competitive solicitations. Therefore, as all viable options have been exhausted, staff requests Council authority to purchase a police vehicle directly from a dealership with available inventory consistent with Municipal Code section 1-2-3.03(d). With this authority, staff will be able to replace the vehicle as soon as possible to meet contractual obligations to replace police vehicles, in support of effective police operations.

POLICY ALTERNATIVE(S):

Alternative 1: Do not authorize the purchase of a police vehicle without a competitive process.

Pros: The City may not incur the open retail market cost of a police vehicle.

Cons: The substantial delay would mean the Police Department would not have enough vehicles for effective operations.

Reason for Not Recommending: The replacement of this vehicle has already been approved by Council through the FY 2023-24 budget adoption and capital outlay process. Due to supply chain and the priority of public safety, the Police Department needs to replace this vehicle as soon as possible.

FISCAL IMPACT:

The purchase would be at the negotiated amount. The FY2023-24 adopted budget appropriated a total of $52,536, with an equipment replacement fund allocation ($40,604) and general fund allocation ($11,932) for the purchase of one (1) unmarked Police vehicle.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA):

The action being requested is not a project as defined by CEQA (CEQA Guidelines exemption 15378(b)(2)).

RECOMMENDATION:

Approve the purchase of a police vehicle, find the procurement to be in the best interest of the City consistent with Milpitas Municipal Code section I-2-3.03, and authorize the City Manager to execute any documents necessary to effectuate the purchase at the negotiated amount.

ATTACHMENT(S):

N/A

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CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Award IFB 24-091 and Authorize the City Manager to Execute the Purchase Order with Core and Main, LP for Valve Parts in the Amount of $129,320.60 for Sunnyhills Turnout Rehabilitation Project, Project No. 7149 (Staff: Christian Di Renzo, Public Works Director, 408-586-2602; and Michael Silveira, City Engineer, 408-586-3303)
Category: Consent Calendar-Community Services and Sustainable Infrastructure Meeting Date: 6/4/2024
Recommendation: Award IFB 24-091 and authorize the City Manager to execute the purchase order with Core and Main, LP for the purchase of valve parts in the amount of $129,320.60 for Sunnyhills Turnout Rehabilitation Project, Project No. 7149.

Background:

The Sunnyhills Turnout Rehabilitation Project, Project No. 7149 (“Project”), is included in the adopted FY2025- 2029 Capital Improvement Program. The Project provides for the design and replacement of the turnout’s equipment, piping and vault lid that is near the end of its service life.

The City receives potable water from San Francisco Public Utilities Commission (SFPUC) and Santa Clara Valley Water wholesalers supplied through five turnouts which are an integral part of the City’s water distribution system. Sunnyhills turnout, located at 405 Washington Drive, is critical to the SFPUC service as it supplies water to SF1 and SF2 pressure zones with a capacity of 10.1 million gallons per day. The water is supplied from the SFPUC 96-Inch Bay Division Pipeline number 4 through an adjacent vault owned by SFPUC which was upgraded in 2010.

The Sunnyhills turnout was constructed in 1971 and consists of a combination of welded steel, ductile iron, and cast-iron piping and isolation gate, pressure reducing and pressure relief and sustaining valves in a partially buried concrete vault. An assessment completed by MNS Engineering in 2021 concluded the equipment, piping, and vault lids are in poor condition and require replacement.

The City contracted with MNS Engineering to complete the design drawings and specifications for the turnout rehabilitation by the end of 2024. The pressure reducing valves for the Project are anticipated to require up to 26 weeks for fabrication and delivery following purchase order submittal. Due to the extended lead time, prepurchasing the pressure reducing valves ahead of bidding the Project will expedite the schedule of construction.

Analysis:

On April 4, 2024, the Purchasing Division released an Invitation for Bid (IFB) 24-091 for the purchase of two pressure reducing valves for the Project. The IFB was publicly noticed in accordance with the City’s municipal code and advertised on the City’s website. Email notifications were sent to companies registered with the City via ProcureNow.com, the City’s eProcurement system, and a bid notification placed on PublicPurchase.com.

Upon release 17 vendors downloaded the IFB documents and the Purchasing Division received two proposals by the deadline of May 2, 2024. The Summary of Bid Results is as follows:

Bidder Base Bid
Core & Main, LP $117,564.16
Underground Republic Water Works, Inc $119,761.38

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Core and Main, LP was the lowest responsible bidder submitting a responsive bid of $117,564.16. Staff recommends the City Council authorize the City Manager to execute a purchase order with Core and Main for the purchase of valve parts in the amount of $129,320.60 (includes a 10% purchase contingency). There is sufficient funding available in the Project budget to award this purchase order and no additional funding appropriation is required.

Policy Alternatives:

Alternative 1: Do not award IFB No. 24-091 to Core and Main for the purchase of valve parts.

Pros: None.

Cons: If the purchase of valve parts is not awarded to Core and Main, the replacement of these assets will be delayed.

Reason not recommended: The timeline for the replacement of the pressure reducing valves would be delayed at the Sunnyhills turnout. The current lead time for procuring the two pressure reducing valves is approximately 26 weeks.

Fiscal Impact:

Adequate funds are available in the Project budget and no additional funding appropriation is required. As part of the adopted FY2025-2029 Capital Improvement Program, City Council approved the Sunnyhills Turnout Rehabilitation Project, Project No. 7149, with a budget appropriation of $1,165,000 from the Water Capital Surcharge Fund available on July 1, 2024, at the start of the new fiscal year.

California Environmental Quality Act:

By the definition provided in the California Environmental Quality Act (CEQA) Guidelines Section 15378, this action does not qualify as a “project” for the purpose of CEQA as this action has no potential to result in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

Recommendation:

Award IFB 24-091 and authorize the City Manager to execute the purchase order with Core and Main, LP for the purchase of valve parts in the amount of $129,320.60 for the Sunnyhills Turnout Rehabilitation Project, Project No. 7149.

Attachment:
(a) Bid Tab IFB 24-091
(b) Bid Proposal
(c) Purchase Order Terms and Conditions

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PURCHASING DIVISION
IFB FOR: Purchase of Valves for Sunnyhills
Turnout Repair
IFB NO: 24-091
DUE DATE: May 2, 2024
BUYER: S. Pietrobono
Core & Main, Branch 2801240 N. 13th StreetSan Jose, CA 95112Underground Republic Water Works1175 Campbell Ave.San Jose, CA 95126 1 2 3 4 5 6 7
Base Bid (if applicable) $117,564.16 $119,761.38
* Disqualified – Reason
**BID AWARD IN PROGRESS** City Council Date: (June 4, 2024) AWARD TO: (Core & Main) Lowest Most Responsive, Responsible Bidder Meeting Specifications CODE KEY: INA = Information Not Available NS = Not Stated NB = No Bid DY = Days WK = Weeks HR = Hours

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1830 Craig Park Court
St. Louis Mo 63146
T: 314-432-4700
F: 314-432-8481
May 7, 2024
To the city of Milpitas: S106-PR-SM-420-SPI 8" SINGER Estimated have a comprehensive system, the SPI insertion meter is integrated into the valve by being inserted into the inlet port as a complete unit. The Rosemount transmitters are included in the total pricing of the valve. The singer pricing encompasses all these components as part of the assembled unit. Since the city of Milpitas is tax-exempt, there are no taxes applicable. Shipping is fully covered under freight allowed, making that cost zero as well.

S106-PR-SM-420-SPI 8" SINGER EA 53,743.62 Total 107,487.24 SPI-MV (included in S106 price) EA $0 Total $0
Rosemount 2088 G 3 S (Included in S106 Price) EA $0 Total $0 Shipping (FFA) EA $0 Total $0
Sales Tax 9.375% EA $5,038.46 Total $117,564.16
VALVE PRESSURE REDUCING VALVE WITH INTERGAL BACK UP MODEL S106-PR-SM-420-SPI 12# FLAGED SST SEAT AND STEM SST PILOT STRAINER MODEL 160 PR PRIMARY 20-200 SPRING CHAMBER @ PSI420-DC/AC AUTOMATED PILOT CONTROL (2M CABLECONVERTER BOX,FACTORY SET RANGE 40-90 PSI) X156-4-20 MA POSITION INDICATOR INDICATOR PRIMARY CHAMBER MODEL MODEL 81--RP PILOT SECONDARY CHAMBER @ PSI X129 LIMIT SWITCH SWITCH SECONDARY CHAMBER SPI INSERTION MAG METER (24V DC MODBUS FEEDBACK 100 CORD GROUNDING RINGS LOCAL CONVERTER CAN BE MOUNTED IN PANEL (2) (2) ROSEMOUNT PRESSURE TRANSMITTERS INLET AND OUTLET PRESSURE SSTFASTNERS FUSION BON BONDED EPOXY IN AND OUT .

Thank you,

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38077.00180\29085216.4 C2

CITY OF MILPITAS - PURCHASE ORDER (EQUIPMENT AND MATERIALS)

PURCHASE ORDER TERMS AND CONDITIONS FOR EQUIPMENT AND MATERIALS

1. Acceptance. This purchase order for equipment and
materials issued by the City of Milpitas (“CITY”) to the Vendor designated in the purchase order must be promptly accepted and acceptance is expressly limited to the terms of this order.

Any additions or different terms in the Vendor's forms are hereby deemed to be material alterations and notice of
objection to them and rejection of them is hereby given.

Vendor's shipment of goods in response to this order shall be considered acceptance by the Vendor.

2. Entire Agreement. Unless Vendor and CITY have entered into a separate written contract covering the purchase of the goods described herein, the entire contract between the parties consists of this order and the Vendor's acceptance as above stipulated, and said contract shall not be changed or added to except in writing signed by authorized
representatives of each party.

3. Price. The price invoiced for the goods on this purchase order shall be no higher than the price stated on the front of this purchase order unless prior notification is received from Vendor prior to shipment and the change is accepted by
CITY. If the Vendor's established price for any item upon the date of delivery shall be lower than the price shown on this purchase order, CITY shall have the benefit of such lower price. Vendor shall deliver to CITY all invoices within 30 days of shipping or service delivery.

4. Payment. Payments will be made net 30 days unless
otherwise specified as per agreements regarding discount terms. The period of computation will commence on the date of receipt of a correctly completed invoice. Payment may be withheld, in whole or in part, due to deficiencies in Vendor’s performance. Payment of an invoice by CITY shall be
without prejudice to any and all claims CITY may have
against Vendor in connection with such goods. Invoices are paid on a weekly basis and such practice may result in minor deviations from payment terms otherwise cited herein.

5. Time of the Essence. Time is of the essence on this order.

If delivery is not made in the quantity or quantities and at the time or times specified, CITY shall have the right, at its option, to cancel the entire order or that part of same not so delivered. If CITY accepts delayed delivery the time of payment shall be extended accordingly.

6. Delivery and Acceptance. Vendor expressly warrants that any article, material or work is free and clear of all liens and encumbrances whatsoever, and that Vendor has good and
marketable title to same. Unless otherwise specified, all goods are to be shipped prepaid, F.O.B. destination. No charge will be allowed for packing, crating, freight, express or other carrier's charges, or cartage, unless specifically agreed to by CITY. Title to equipment and materials
purchased hereunder shall pass to Vendor at the designated F.O.B. point, subject to Vendor’s right to inspect and reject or revoke acceptance.

7. Warranty. Vendor warrants for a period of 12 months
following start of use or 18 months from receipt, whichever occurs first, that the goods described herein will be free of defects in workmanship, design, materials, and title, and notwithstanding anything herein to the contrary, will conform to all applicable proposals, specifications, instructions, drawings, data, descriptions, and samples, and will be of good and merchantable quality and fit and sufficient for the purpose intended. Vendor shall obtain and provide to CITY Material Safety Data Sheets (MSDS) for each product that contains hazardous substances as defined by CalOSHA. ..

8. Rejection of Goods. CITY shall have the right, at its option, to reject or revoke acceptance of any goods which do not conform to these warranties or to the specifications. In case of such rejection or revocation of acceptance,
transportation of the rejected goods, both to and from CITY, shall be at the expense of Vendor, said rejected goods are not to be replaced except upon specific instruction from CITY, and CITY shall have the right at its option to cancel the remainder, if any, of the order, by notice to Vendor at the time notice is given of rejection or revocation of acceptance.

Vendor shall be liable to CITY for all damages proximately caused by breach of any of the foregoing warranties,
including incidental damages but excluding special or
consequential damages.

9. Returns. CITY reserves the right to return for full credit any excess over quantity called for in any order or orders.

Vendor to bear the cost of transportation both ways.

10. Force Majeure. Vendor shall not be held responsible for failure or delay in shipping nor CITY for failure or delay in accepting goods described herein if such failure or delay is due to act of God, war, federal or state legislation or any regulations or orders, fire, accident, or other causes, either similar or dissimilar to the foregoing, beyond their control. In the event of any such excused interference with shipments, CITY shall have the option either to reduce the quantity provided for in the order accordingly or to exercise its right of cancellation as set forth in these terms and conditions.

11. Additional Fees. Unless otherwise required by law or provided herein, Vendor assumes exclusive liability for, and shall pay before delinquency, all sales, use, excise and other taxes, charges or contributions of any kind now or hereafter imposed on or with respect to, or measured by the article sold or material or work furnished hereunder on the wages,
salaries or other remunerations paid to persons employed in connection with performance of this order.

12. No Waiver. No exercise by CITY of its rights hereunder shall constitute a waiver of any rights it may have for breach of contract. CITY's waiver of or failure to enforce its rights on account of Vendor's failure or delay in performing any
obligation of Vendor hereunder, or on account of Vendor's breach of contract in any respect, shall not constitute a waiver of any subsequent failure, delay or breach.

13. Compliance with Law. Vendor shall comply with all
applicable laws and regulations of the federal, state and local government. CITY shall assist Vendor, as requested, in
obtaining and maintaining all permits required of Vendor by Federal, State and local regulatory agencies. Vendor is responsible for all costs of clean up and/or removal of hazardous and toxic substances spilled as a result of his or her Work. Vendor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq.
(“Prevailing Wage Laws”), which require the payment of
prevailing wage rates and the performance of other
requirements on certain "public works" and "maintenance" projects. If the Work is being performed as part of an
applicable "public works" or "maintenance" project, as
defined by the Prevailing Wage Laws, and if the total
compensation is $1,000 or more, Vendor agrees to fully
comply with such Prevailing Wage Laws. Vendor shall
defend, indemnify and hold CITY, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

Any stop orders issued by the Department of Industrial

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38077.00180\29085216.4 C2

CITY OF MILPITAS - PURCHASE ORDER (EQUIPMENT AND MATERIALS) Relations against Vendor or any subcontractor that affect Vendor’s performance of services, including any delay, shall be Vendor’s sole responsibility and Vendor shall indemnify CITY from liability arising out of the same. It shall be mandatory upon the Vendor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor
Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code
Sections 1813 and 1815), contractor registration (Labor Code Sections 1725.5 and 1771.1) and debarment of
contractors and subcontractors (Labor Code Sections
1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code
section 1771.4 and to be registered with the Department of Industrial Relations shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1771.4, 1725.5 and 1771.1.

14. Insurance. Vendor shall take out and maintain: A.

Commercial General Liability Insurance, of at least
$1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability most recent Occurrence Form CG 00 01; B. Automobile
Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired
vehicles, of at least $1,000,000 per accident for bodily injury and property damage, at least as broad as most recent
Insurance Services Office Form Number CA 00 01 covering automobile liability, Code 1 (any auto); C. Workers’
Compensation in compliance with applicable statutory
requirements and Employer's Liability Coverage of at least $1,000,000 per occurrence; and D. Pollution Liability
Insurance of at least $1,000,000 per occurrence and
$2,000,000 aggregate shall be provided by those Vendors transporting hazardous materials. Insurance carriers shall be licensed to do business in California and maintain an agent for process within the state. Such insurance carrier shall have not less than an "A:VII" rating according to the latest Best Key Rating unless otherwise approved by CITY.

VENDOR SHALL ENSURE THAT THIRD PARTY

SHIPPERS CONTRACTED BY VENDOR HAVE
ADEQUATE INSURANCE COVERAGE. If attached, Vendor
shall refer to Exhibit “A” – Insurance Requirements, for further insurance requirements applicable to Vendor.

15. Indemnification. The Vendor shall indemnify and hold harmless CITY, its officials, officers, agents and employees from and against any and all claims, liabilities, expenses or damages, including attorneys’ fees, for injury or death of any person, or damage to property, or interference with use of property, or patent infringement or fees for use of patented items, or any claim of the Vendor or sub-contractors for wages or benefits which arise in connection with the sale, delivery and/or installation of equipment or materials, except to the extent caused or resulting from the negligence or willful misconduct of CITY. The foregoing indemnity
includes, but is not limited to, the cost of prosecuting or defending such action with legal counsel acceptable to CITY and CITY’s attorneys’ fees incurred in such an action.

16. Substitutions, Changes and Cancellation. No
substitutions are acceptable unless expressly accepted in writing by CITY. CITY may make changes in the general
scope of this order by giving written notice to Vendor. If any such change affects the cost of or time to deliver or perform under this order, an adjustment in price, delivery or both will be made as CITY determines to be equitable. Vendor may
request changes; however, no such change shall be effective unless accepted in writing by CITY. CITY may cancel this order in whole or in part at any time before acceptance of the equipment and materials due to Vendor’s breach or for
CITY’s convenience.

17. Laws, Venue, and Attorneys' Fees. This purchase order shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this purchase order , the action shall be brought in a state or federal court situated in the County of Santa Clara, State of California. In the event of any such litigation between the parties, the prevailing party shall be entitled to recover all reasonable costs incurred, including reasonable attorney's fees, as determined by the court.

18. Contract Terms. Nothing herein shall be construed to give any rights or benefits to anyone other than CITY and the Vendor. The unenforceability, invalidity or illegality of any provision(s) of this purchase order shall not render the other provisions unenforceable, invalid or illegal. Notice may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the parties to the addresses set forth in the purchase order. Vendor shall not assign, sublet, or transfer this purchase order, or any rights under or interest in this purchase order, without the written consent of CITY, which may be withheld for any reason. Vendor is
retained as an independent contractor and is not an
employee of CITY. No employee or agent of Vendor shall
become an employee of CITY. This is an integrated
agreement/purchase order representing the entire
understanding of the parties as to those matters contained herein, and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. This Contract may not be modified or altered except in writing signed by both parties hereto.

19. Damage to City Facilities. Damage to CITY or public facilities or private property caused by the Vendor or by its subcontractors during delivery or installation shall be repaired and/or replaced in kind at no cost to the CITY.

20. Site Safety and Cleanup. The delivery and installation site shall be kept clean and free of hazards at all times during delivery and installation. After and installation is completed at the site, as applicable, Vendor shall clean the surrounding area to the condition prior to delivery and installation.

21. Installation. If the Vendor is responsible for providing installation services, finished installation work and/or equipment shall be subject to final inspection and
acceptance or rejection by the CITY.

22. Wage Theft Prevention. Vendor, and any subcontractor it employs to complete work under this purchase order, shall comply with all applicable federal, state and local wage and hour laws. Applicable laws may include, but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code and the Milpitas Minimum Wage Ordinance. By
entering into this purchase order, Vendor affirms that it has disclosed any final judgments, decisions or orders from a court or investigatory government agency, finding in the five (5) years prior to the date of this purchase order that Vendor or its subcontractor(s) has violated any applicable wage and hour laws. Vendor further affirms that it or its
subcontractor(s) has either fully satisfied each judgment, decision or order, or, if any judgment, decision or order has not been fully satisfied, Vendor affirms that it or its subcontractor(s) is currently satisfying said judgment, decision or order through a payment or alternative plan approved by the applicable court/government agency and
that Vendor or its subcontractor(s) are in compliance with

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38077.00180\29085216.4 C2

CITY OF MILPITAS - PURCHASE ORDER (EQUIPMENT AND MATERIALS) said plan as of the date of this purchase order. If at any time during the term of this purchase order, a court or
investigatory government agency issues a final judgment, decision or order finding that Vendor or a subcontractor it employs to perform work under this purchase order has
violated any applicable wage and hour law, or Vendor learns of such a judgment, decision, or order that was not previously disclosed in its bid/proposal, Vendor shall inform the CITY no more than fifteen (15) calendar days after the judgment, decision or order becomes final or from the date of learning of the final judgment, decision or order. Vendor or its subcontractor(s) shall, within thirty (30) calendar days after notifying the CITY, either (i) fully satisfy any such judgment, decision, or order and provide the CITY with documentary evidence of satisfying said judgment, decision or order; or (ii) provide the CITY documentary evidence of a payment or
other alternative plan approved by the court/government agency to satisfy the judgment, decision or order. If the Vendor or its subcontractor is subject to a payment or other alternative plan, the Vendor or its subcontractor shall continue to submit documentary evidence every thirty (30) calendar days during the term of the purchase order
demonstrating continued compliance with the plan until the judgment, decision or order has been fully satisfied. For purposes of this provision, a “final judgment, decision, or order” refers to one for which all appeals have been
exhausted or the time period to appeal has expired. Relevant investigatory government agencies include: the United
States Department of Labor, the California Division of Labor Standards Enforcement, the CITY, or any other
governmental entity or division tasked with the investigation and enforcement of wage and hour laws. Failure to comply with any part of this provision constitutes a material breach of this purchase order. Such breach may serve as a basis for immediate termination of this purchase order and/or any other remedies available under this purchase order and/or law. Notice provided to the CITY shall be addressed to:

Attention: Finance Director, 455 E. Calaveras Blvd., Milpitas, CA 95035. The notice provisions of this paragraph are
separate from any other notice provisions in this purchase order and, accordingly, only notice provided to the above address satisfies the notice requirements in this provision. *OPTIONAL TERMS: Check box if applicable
Custom Design: If the goods are produced by Vendor
in accordance with designs, drawings or blueprints
provided by CITY, Vendor shall return same to CITY
upon completion or cancellation of this order. Any
materials, equipment, tools, artwork, designs or other
property furnished by or specifically paid for by CITY
shall be CITY’s property.

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CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Adopt a Resolution to Approve Project Plans & Specifications; Award the Construction Contract to Preston Pipelines Infrastructure, LLC; and Authorize Design Services Agreement Amendment No. 1 with MNS Engineers, Inc. for Fire Station No. 1 Pressure Reducing Stations Relocation, Project No. 7133 (Staff Contact: Christian Di Renzo, Public Works Director, 408.586.2602, and Michael Silveira, City Engineer, 408.586.3303)
Category: Consent Calendar-Community Services and Sustainable Infrastructure Meeting Date: 6/4/2024
Recommendation: Adopt a resolution to approve project plans & specifications; award the construction contract to the lowest responsive, responsible bidder, Preston Pipelines Infrastructure, LLC, in a total amount of $999,240; authorize the City Manager to execute the construction contract with Preston Pipelines Infrastructure, LLC.; authorize the Public Works Director to negotiate and execute contract change order(s) in an aggregate amount not to exceed $150,000; and approve and authorize the City Manager to execute Amendment No. 1 to the Design Services Agreement with MNS Engineers in the amount of $156,524 for Fire Station 1 Pressure Reducing Station Reconstruction, Project No. 7133.

BACKGROUND:

The Fire Station No. 1 Pressure Reducing Stations Reconstruction, Project No. 7133 (“Project”), is included in the adopted FY2025-2029 Capital Improvement Program. The Project provides for the design and reconstruction of the existing underground 12-inch and 16-inch pressure reducing stations (PRS) to above ground facilities along Curtis Ave. on the property of the Fire Station No. 1. These PRS are a critical component of the City water distribution system in maintaining regular pressure throughout the City. Each underground PRS reduces pressure from City Water Zone SC2 (operating at 140 PSI) and discharges to Zone SC1 (operating at 77 PSI).

In January 2023, a surge event occurred within the system that damaged the existing 16-inch pressure reducing valve. The damaged valve was beyond repair due to the age and location; however, the damaged valve is isolated and the remaining valves in the zone are holding consistent pressure for the time being. On March 29, 2023, the City entered into a Design Service Agreement with MNS Engineers, Inc. in an amount notto-exceed $99,128.00 to assess the existing system and provide design services for the reconstruction of the PRSs.

The underground locations of the PRS affects the long-term condition of the valve components and poses safety issues for staff to maintain the valves in an underground confined space. Based on these factors, reconstructing the PRS above ground would provide sufficient space for staff to access and maintain facilities and easily connect to the City SCADA system for control and monitoring. Due to the 6-to-8-month lead time for the delivery of valves, City Council approved the purchase of these valves with Core and Main on May 2, 2023, ahead of bidding the Project to expedite the schedule of construction.

The Engineer’s Construction Estimate for the Project is $1,999,935. The Project Plan title sheet (Attachment b) is included in the Council agenda packet, and the complete full-size set of plans and specifications are available electronically upon request to the City Engineer.

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ANALYSIS:

The Project was advertised on digital construction trade publications on March 29, 2024, and in the Milpitas Post on March 29 and April 5, 2024, in accordance with the bidding requirements of the Uniform Public Construction Cost Accounting Act. Bid opening was held on May 1, 2024 and four sealed bids were received which ranged in bid prices from $999,240 to $2,292,070. The Summary of Bid Results is as follows and is included in the agenda (Attachment c).

Bidder Location Bid
Engineer's Estimate $1,999,935.00
Preston Pipelines Infrastructure, LLC Milpitas, CA $999,240.00 Devaney Engineering, Inc San Francisco, CA $1,537,986.90 Casey Construction, Inc Emerald Hills, CA $1,733,000.00 Pacific Underground Construction, Inc San Jose, CA $2,292,070.00 The bid pricing submitted varies between 50% under to 15% over the Engineer’s Estimate. The range of variation in bid pricing from the Engineer’s Estimate is likely due to the current construction market. The lowest responsible submitting a responsive bid is Preston Pipelines Infrastructure, LLC in the amount of $999,240. No bid protests were filed with the City in regards to this Project.

Staff recommends the City Council adopt a Resolution (Attachment a) to approve plans and specifications for the Project and award a construction contract to Preston Pipelines Infrastructure, LLC., for a total contract amount not to exceed $999,240.00. There is sufficient funding available in the Project budget to award this contract and no additional funding appropriation is required.

The recommended construction contingency for this Project is $150,000 which is 15% of the total contract value to address any unforeseen conditions that may arise during construction. Consistent with prior Council action for the successful completion of projects with tight completion schedules, staff is requesting the use of the same change order policy used for previous projects (Attachment d). This policy allows for a timely completion of the Project, while addressing the need to respond swiftly to construction conditions and approve necessary change orders to limit potential claims or risks to the City. The change order authority will not be exceeded without prior City Council approval.

Staff also recommends the approval of Amendment No. 1 to the Design Services Agreement with MNS Engineers, Inc. (Attachment e) to provide construction support services. The services include construction management and inspection; reviewing and responding to change order requests, request for information, and material submittals from the contractor; address minor design changes due to unforeseen conditions; and project closeout. Staff has negotiated a scope and fee for Amendment No. 1 for a fee not to exceed $156,524 which will increase compensation of the agreement from $99,128 to $255,652. No additional funding appropriation is required for Amendment No. 1.

POLICY ALTERNATIVE(S):

Alternative 1: Deny approval of project plans and specifications and award of the construction award.

Pros: None.

Cons: A denial would cause delay in completing the needed repairs to the damaged 16” PRV which is currently out of service.

Reason not Recommended: Delay in award of construction contract will delay project completion, prolong construction activities through the rainy season, and potentially result in higher total construction costs.

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Additionally, the current 12” PRS may fail in the event of another surge event as there is no backup PRS in service.

FISCAL IMPACT:

Adequate funds are available in the Project budget and no additional funding appropriation is required. Funding source comes from Water Capital Surcharge and Water Line Extension Fund. As of 05/22/2024, the balance in CIP 7133 is $2,371,824.

As of 05/22/2024 the uncommitted balance for this Projects is as follows:

CIP 7133 $2,371,824
Summary of Estimated Construction Cost:

Construction Contract Award $999,240
15% Construction Contingency $150,000
Administration and Inspection $50,000
MNS Engineer Amendment No. 1 $156,524
Total $1,355,764
CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA):

The Project entails replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced, will have substantially the same purpose and capacity as the structure replaced and is exempt from CEQA pursuant to Cal. Code Regs., tit. 14, § 15302.

RECOMMENDATION:

Adopt a resolution to approve project plans & specifications; award the construction contract to the lowest responsive, responsible bidder, Preston Pipelines Infrastructure, LLC, in a total amount of $999,240; authorize the City Manager to execute the construction contract with Preston Pipelines Infrastructure, LLC.; authorize the Public Works Director to negotiate and execute contract change order(s) in an aggregate amount not to exceed $150,000; and approve and authorize the City Manager to execute Amendment No. 1 to the Design Services Agreement with MNS Engineers in the amount of $156,524 for Fire Station 1 Pressure Reducing Station Reconstruction, Project No. 7133.

ATTACHMENT(S):
(a) Resolution
(b) Title Sheet
(c) Summary of Bid Results
(d) Change Order Policy
(e) MNS Engineers Amendment No. 1

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RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MILPITAS APPROVING PROJECT PLANS & SPECIFICATIONS; AWARDING THE CONSTRUCTION

CONTRACT TO THE LOWEST RESPONSIBLE BIDDER SUBMITTING A

RESPONSIVE BID, PRESTON PIPELINES INFRASTRUCTURE, LLC IN THE AMOUNT OF $999,240; AUTHORIZING THE CITY MANAGER TO EXECUTE THE

CONSTRUCTION CONTRACT WITH PRESTON PIPELINES INFRASTRUCTURE, LLC; AUTHORIZING THE PUBLIC WORKS DIRECTOR TO NEGOTIATE AND

EXECUTE CONTRACT CHANGE ORDER(S) IN AN AGGREGATE AMOUNT NOT TO EXCEED $150,000; AND APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE DESIGN SERVICES AGREEMENT WITH MNS ENGINEERS INC., IN THE AMOUNT OF $156,524 FOR FIRE STATION 1 PRESSURE REDUCING STATION RECONSTRUCTION, PROJECT NO. 7133 WHEREAS, the Fire Station No. 1 Pressure Reducing Stations Reconstruction, Project No. 7133 (“Project”) is included in the adopted 2025-2029 Capital Improvement Program; and WHEREAS, the Project consists of reconstruction of the existing underground 12-inch and 16-inch pressure reducing stations to above ground facilities along Curtis Ave. on the property of the Fire Station No. 1; and
WHEREAS, the Project was advertised on digital construction trade publications on March 29, 2024, and in the Milpitas Post on March 29 and April 5, 2024, in accordance with the bidding requirements of the Uniform Public Construction Cost Accounting Act; and
WHEREAS, the Engineer’s Estimate for the project base bid items is $1,999,935; and WHEREAS, on May 1, 2024, four sealed bid proposals were received. The bid pricing ranged from $999,240 to $2,292,070; and
WHEREAS, the lowest responsible bidder submitting a responsive bid is Preston Pipelines Infrastructure, LLC, in the base bid amount of $999,240; and
WHEREAS, staff recommends the City Council award a construction contract to Preston Pipelines, the lowest responsible bidder submitting a responsive bid for the Project, and authorize the City Manager to execute a contract in the amount of $999,240 in accordance with State law; and WHEREAS, sufficient funds are available in the Project budget to award the Base Bid items under Preston Pipeline’s bid in the amounts of $999,240; and
WHEREAS, staff recommends the City Council authorize the Public Works Director to negotiate and execute change order(s) in an amount not to exceed $150,000; fifteen percent (15%) of the total contract value, due to the Project’s tight completion schedule and staff’s capability to respond swiftly to unanticipated construction conditions to limit potential claims or risk to the City; and WHEREAS, staff recommends the City Council authorize the City Manager to execute Amendment No. 1 to the Design Services Agreement with MNS Engineers, Inc. in the amount not to exceed $156,524.

NOW, THEREFORE, the City Council of the City of Milpitas hereby finds, determines, and resolves as follows:

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2 Resolution No. ____

1. The City Council has considered the full record before it, which may include but is not limited to such things as the staff report, testimony by staff and the public, and other materials and evidence submitted or provided to it. Furthermore, the recitals set forth above are found to be true and correct and are incorporated herein by reference.

2. The City Council hereby approves the Project Plans and Specifications.

3. The City Council hereby awards the construction contract to and authorizes the City Manager to execute the contract and related documents with the lowest responsible bidder submitting a responsive bid, Preston Pipelines Infrastructure, LLC in the amount of $999,240 for the Project.

4. The Public Works Director is hereby authorized to negotiate and execute contract change order(s) in an aggregate amount not to exceed $150,000 for the Project.

5. The City Manager is hereby authorized to execute Amendment No. 1 to the design services agreement with MNS Engineers, Inc. for the amount not to exceed $156,524.

PASSED AND ADOPTED this day of , 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED:
_____________________________ __________________________ Suzanne Guzzetta, City Clerk Carmen Montano, Mayor
APPROVED AS TO FORM:
_____________________________
Michael Mutalipassi, City Attorney

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Attachment 2

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CITY OF MILPITAS

ENGINEERING DIVISION

BID SUMMARY
Project Name: Fire Station 1 PRV Project
Project No. : 7133
Bid Date: 1-May-24
Lowest; Responsive Bidder
BASE BID Engineer's Estimate Preston Pipelines Infrastructure, LLC
Devaney Engineering,
Inc Casey Construction, Inc Pacific Underground Construction, Inc ITEM Cost Cost Cost Cost Cost
1 Mobilization and Demobilization (Not to Exceed 5% of construction cost) LS $138,177.00 $27,900.00 $70,000.00 $84,000.00 $113,000.00 2 Traffic Control LS $87,270.00 $40,000.00 $50,000.00 $150,000.00 $73,000.00 3 Erosion and Sediment Control Plan LS $29,090.00 $23,100.00 $10,000.00 $10,000.00 $5,000.00 4 Sheeting, Shoring, and Bracing LS $29,090.00 $27,100.00 $150,000.00 $14,000.00 $30,000.00 5 Utility Potholing LS $33,453.00 $47,500.00 $30,000.00 $10,000.00 $106,000.00 6 Dewatering LS $94,542.00 $13,800.00 $15,000.00 $13,000.00 $25,000.00 7 Demolish 16” Pressure Reducing Station and Repair Fire Station Driveway Section LS $43,635.00 $17,800.00 $50,000.00 $42,000.00 $72,143.00 8 Abandon 16” Water Line In Place LS $14,545.00 $9,240.00 $15,000.00 $10,000.00 $30,000.00 9 Demolish Two (2) 16” Gate Valves, Add Two (2) Blind Flange Connections LS $43,635.00 $17,720.00 $25,000.00 $42,000.00 $30,000.00 10 Protect Existing Trees (2) LS $2,909.00 $1,210.00 $2,500.00 $8,000.00 $1,500.00 11 Install Two (2) 16” Water Line Connections to 18” Main Line LS $29,090.00 $75,200.00 $75,000.00 $72,000.00 $165,300.00 12 Install Two (2) Buried 16” Gate Valves LS $58,180.00 $35,200.00 $50,000.00 $40,000.00 $39,727.00 13 Install Buried 16” DIP Water Line LS $552,710.00 $312,480.00 $500,000.00 $500,000.00 $510,000.00 14 Install Above Grade 16” DIP Water Line, Butterfly Valves (2), Pressure Reducing Valve and Equipment, Concrete Pad and Supports
LS $145,450.00 $97,900.00 $100,000.00 $220,000.00 $153,100.00 15 Install Fencing and Gate for 16” Pressure Reducing Station LS $87,270.00 $21,330.00 $35,000.00 $30,000.00 $120,000.00 16 Demolish 12” Pressure Reducing Station LS $58,180.00 $12,400.00 $25,000.00 $36,000.00 $85,800.00 17 Demolish Two Buried (2) 12” Gate Valves and Install Two (2) New 12” Gate Valves LS $87,270.00 $35,400.00 $35,000.00 $56,000.00 $18,400.00 18 Install Two (2) 12” Water Line Connections to 12” Water Line and Buried 12” Piping LS $43,635.00 $19,540.00 $25,000.00 $40,000.00 $41,100.00 19 Install Above Grade 12” DIP Water Line, Butterfly Valves (2), Pressure Reducing Valve and Equipment, Concrete Pad and Supports
LS $130,905.00 $67,700.00 $75,000.00 $210,000.00 $127,000.00 20 Install Fencing and Gate for 12” PRS LS $87,270.00 $12,220.00 $35,000.00 $20,000.00 $120,000.00 21 Demolish 12” PRS AR/AV and BO Valve Assemblies and Replace with New and Relocated Assemblies LS $21,817.00 $12,800.00 $25,000.00 $30,000.00 $35,000.00 22 Electrical Services and Facility Start Up Services LS $123,632.00 $66,160.00 $19,000.00 $80,000.00 $241,000.00 23 Locate, Remove/Relocate, and Repair Existing Recycled Irrigation Piping and Landscaping w/ Mulch LS $58,180.00 $5,540.00 $10,000.00 $16,000.00 $150,000.00 $1,999,935.00 $999,240.00 $1,426,500.00 $1,733,000.00 $2,292,070.00 Description Preston Pipelines Infrastructure,
LLC
Devaney Engineering,
Inc Casey Construction, Inc Pacific Underground
Construction, Inc
Pipe Abandonment Cell-Crete Cell-Crete Corporation
Electrical Liffey Electric Bay Tech Engineering Inc. Blocka Construction, Inc Site Fencing A-1 Fence, Inc.

Site Concrete Joseph J. Albanese, Inc.

DESCRIPTION

BASE CONTRACT WORK
List of Sub-Contractors

Page 1 of 1 ends

Attachment 3

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Attachment 4
Construction Change Order Policy for Fire Station 1 Pressure Reducing Station Reconstruction, Project No. 7133
2024 City Council Approved Construction Change Order Policy Construction Award Individual Administrative Cumulative Award Amount Change Order Authority Change Order Authority Less than $100,000 $10,000 $15,000
Over $100,000 10% of Award or $20,000 15% of Award or $40,000 whichever is less whichever is smaller
Fire Station 1 Pressure Reducing Station Reconstruction Project Change Order Policy Construction Award Individual Administrative Cumulative Award Amount Change Order Authority Change Order Authority $999,240 N/A $150,000

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Amendment No. 1 Page 1 of 3
Attachment 5
Project No.: CP 7133
Project Name: Fire Station 1 PRV Project
AMENDMENT NO. 1

TO THE DESIGN SERVICES AGREEMENT BETWEEN CITY OF MILPITAS AND MNS ENGINEERS, INC.

This Amendment is entered into this 4t h day of June 2024 by and between the City of Milpitas, a municipal corporation of the State of California (hereafter referred to as "CITY") and MNS Engineers, Inc., a California Corporation (hereafter referred to as "CONSULTANT"). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Amendment No. 1.

RECITALS
WHEREAS, on March 29, 2023, the parties entered into an Agreement entitled “Design Services Agreement between the City of Milpitas and MNS Engineers, Inc.” (“Agreement”) for design services in the total amount of $99,128.00; and
WHEREAS, the parties now desire to amend the Agreement to increase the compensation by $156,524.00 to allow CONSULTANT to provide construction support services for Fire Station 1 PRV as described in Exhibit A-1, attached hereto, for a new total amount of $255,652.00; and
NOW THEREFORE, in consideration of the mutual covenants and conditions herein contained, the parties agree to amend the Agreement as follows:

1. Section 3.10.1, entitled “Designer’s Compensation for Basic Services,” the first line is hereby amended to read as follows:
“City shall pay to Designer, for the performance of all Services rendered under this Agreement, the total not-to-exceed amount of Two Hundred FiftyFive Thousand Six Hundred and Fifty-Two Dollars ($255,652.00) (Total Compensation).

2. Exhibit A-1, attached hereto and incorporated herein by this reference, are hereby added to the Agreement.

3. The Consultant agrees to maintain and pay for all insurance policies as stated in Section 3.3.3, entitled "Standards and Insurance" of the Agreement dated March 29,2023. The Consultant shall provide the City with renewal certificates of the current policies upon the expiration of the current policies.

4. Section 5. Term is deleted and replaced in its entirety with the following:

The term of this Agreement shall be from April 1, 2023, to December 31, 2025, unless earlier terminated as provided herein. The City reserves the right to review the Consultant’s performance at the end of each year and cancel all or part of the Agreement.

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Amendment No. 1 Page 2 of 3
Consultant shall perform its services in a prompt and timely manner and shall commence performance upon the Effective Date.

5. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1.

6. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

7. If any provision of this Amendment No. 1 shall be held invalid or unenforceable by a court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Amendment No. 1 unless elimination of such provision materially alters the rights and obligations set forth herein.
[SIGNATURES ON FOLLOWING PAGE]

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Amendment No. 1 Page 3 of 3
SIGNATURE PAGE FOR AMENDMENT NO. 1

TO DESIGN SERVICES AGREMENT BETWEEN THE CITY OF MILPITAS AND MNS ENGINEERS, INC.

This Amendment No. 1 is executed as of the date first written above.

APPROVED BY:

CITY OF MILPITAS CONSULTANT
MNS Engineers Inc.

APPROVED BY:
__________________________________ By:______________________ Ned Thomas, City Manager Nicholas Boswell, Supervising
Engineer
__________________________________ _____________________ Date Date
APPROVED AS TO FORM:
_______________________________
Michael Mutalipassi, City Attorney

APPROVED
________________________________
Luz Cofresi-Howe, Finance Director
APPROVED AS TO CONTENT:
_______________________________
Christian Di Renzo, Public Works Director

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811 El Capitan Way, Suite 130 | San Luis Obispo, CA 93401 805.787.0326 OFFICE
mnsengineers.com
May 21, 2024
Ms. Elaine Marshal
Deputy Public Works Director
1265 N. Milpitas Avenue
Milpitas, CA 95035
SUBJECT: Proposal for Construction Management and Inspection Services – Station No.1 Pressure Reducing Stations Replacement Project Dear Ms. Marshal,
MNS Engineers, Inc. (MNS) appreciates the opportunity to submit this proposal to provide construction management and inspection services for the Fire Station No.1 Pressure Reducing Stations Replacement Project (Project). We offer our highly qualified team to provide services for this Project.

Background and Project Understanding
The City of Milpitas (City) Public Works Department (Public Works) operates and maintains the City’s infrastructure and facilities, including street maintenance, utility engineering, utility operations and maintenance, and environmental compliance and sustainability, as well as other services.

A surge event occurred within the City’s water distribution system that damaged infrastructure including an existing 16-inch pressure reducing valve at the City’s Curtis Pressure Reducing Station (PRS) located at the City’s Fire Station No.1 at 777 South Main Street, Milpitas CA. Due to the critical nature of the valve, the City desires to expedite replacement.

At the Project site, there is an 18-inch water line within Curtis Avenue. Two PRSs are located on the Fire Station No.1 property. Each underground PRS reduces pressure from City Water Zone SC2 (which operates at 130 to 140 PSI) and discharges to Zone SC1 (which operates at 77 PSI). The two PRSs are designed in a lead-lag configuration and include separate West and East connections.

The West PRS was constructed in 1998 and includes an underground vault with access hatch, 12-inch water line and pressure reducing valve, lighting, submersible pump to remove nuisance water, and ship ladder to access the vault. Pressure gages and transmitters are installed on the upstream and downstream piping to the valve. The vault is approximately 9 ft wide x 9 ft long x 7 ft deep and is located west of the fire station driveway in a landscaped area.

The East PRS was constructed in 1970 and includes an underground vault with manhole cover access, a 16-inch water line, and pressure reducing valve with

MNS DETAILS

LEGAL NAME
MNS Engineers, Inc.

FIRM OWNERSHIP
TYPE
C-Corporation

YEAR FIRM

ESTABLISHED
1962

CALIFORNIA

DEPARTMENT OF

INDUSTRIAL

RELATIONS
DIR No. 1000003564

CORPORATE OFFICE
201 N. Calle Cesar Chavez,
Suite 300
Santa Barbara, CA 93103
805.692.6921 Office/Fax
mnsengineers.com

LOCAL OFFICE
811 El Capitan Way #130, San
Luis Obispo, CA 93401
(805) 787-0326

PROJECT CONTACT
Megan Panofsky, PE, CCM
Construction Manager
(805) 331-4860
[email protected]

AUTHORIZED

SIGNATURE
Greg Chelini, PE
Vice-President and Prinicipal
Construction Manager
(805) 896-9474
[email protected]

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CITY OF MILPITAS
FIRE STATION NO.1 PRESSURE REDUCING VALVES REPLACEMENT PROJECT P A G E 2
lighting. Pressure gages and transmitters are installed on the upstream and downstream piping to the valve and an air relief valve is installed on the 16-inch PRV discharge piping. The vault is approximately 4 ft wide x 9 ft long x 4 ft deep and is in the fire station’s concrete driveway. The East PRS was the facility recently damaged and is currently out of service.

The City recently contracted with MNS Engineers, Inc. to provide Plans, Specifications and Estimate (PS&E) documents for issuance for competitive bid and construction. The Project includes installation of roughly 140 feet of 16-inch DIP, one 12-inch PRS in approximately the same location as the existing West PRS, one 16- inch PRS, and demolition of the existing 16-inch PRS. MNS is currently finalizing the PS&E documents, anticipating to be out to bid by March 2024, with construction estimated to start in August 2024.

The City has also proceeded with procurement of the 12-and 16-inch Pressure Reducing Valves to expedite the construction schedule. The contractor will be responsible to pick up the valves from the City. MNS will carefully document condition and handover of the valves.

MNS’s extensive experience with both waterline replacement and paving makes us well qualified to provide construction management and inspection of the proposed improvements.

Scope of Work
MNS staff will support the City by providing construction management and daily full-time inspection in accordance with the contract documents for the PRS replacement project per the following tasks.

Task 1 – Construction Management
Subtask 1.1: Pre-Construction Conference
MNS will organize and conduct a pre-construction meeting. The Construction Manager (CM) will prepare and distribute an agenda prior to the meeting. At the pre-construction conference, we will discuss the roles and responsibilities of the Project team (City, Design Engineer, Construction Manager, Contractor, etc.) as well as establish the protocol to be used throughout the project. The meeting will set the tone of cooperation for the project and elaborate on contract requirements and concerns. MNS will distribute meeting minutes to all parties in attendance.

One important point of conversation will be regarding maintained access for the Fire Department throughout construction. 24/7 access to the Fire House is critical.

Subtask 1.2: Contract Administration/Document Control
MNS will develop an administration system to assure all elements of the actual construction are furnished, installed, and constructed in accordance with the contract documents and applicable standards, providing organization of files and computer-generated forms and spreadsheets to assist in tracking correspondence, submittals, requests for information (RFIs), contract change orders (CCOs), and progress payments.

Contract administration includes:
 Daily diaries
 Labor compliance review
 Logs for submittals, RFIs, CCOs, and materials testing results  Correspondence, permits, and agreements

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CITY OF MILPITAS
FIRE STATION NO.1 PRESSURE REDUCING VALVES REPLACEMENT PROJECT P A G E 3
 Progress schedule/Weekly Statement of Working Days (WSWDs)  Progress pay estimates and quantities
 Potential claims
 Safety
 Material verification
 Weekly meetings agenda and minutes
Subtask 1.3: Site Documentation
MNS will take pre-construction site photos to document the existing condition of the Project limits prior to construction. MNS will document construction throughout the life of the Project. Photos will be filed in the Project files.

Subtask 1.4: Project Communication and Coordination
The CM will oversee project communication and coordination between the City, Design Engineer, Fire Department, and contractor throughout the construction phase. Weekly updates will be provided to the City, specifically identifying anticipated public impacts for the upcoming week. Progress meetings will be held weekly. The CM will distribute an agenda prior to the meeting and record meeting minutes.

Subtask 1.5: Project Schedule Adherence
The CM will review and approve the contractor’s baseline schedule at the start of the Project. The CM will require and review three-week-look-ahead schedules from the contractor on a weekly basis. The contractor will be issued weekly summary of working days (WSWDs) to document the progress of the work and the number of working days expended.

Subtask 1.6: Cost Control
The Project’s document control system will track and monitor the actual Project construction costs. The tracking of contract item payments and quantities is incorporated into the progress payment spreadsheet.

Contract change order (CCO) payments, extra work, and item overruns and underruns will also be tracked.

The project contingency balance will be verified as part of the monthly progress pay estimate review and submittal.

Subtask 1.7: Progress Pay Estimate
MNS will track each contract item and review the quantity to be paid for each progress pay estimate. The Construction Inspector will track any extra work and supplemental work costs to be compared against the authorized change order amounts. We will review the contractor’s monthly request for payment and recommend approval for payment to the City.

Subtask 1.8: Submittals/RFIs
MNS will perform a timely review of submittals and RFIs; all submittals and RFIs will be reviewed for completeness, logged, and distributed as appropriate. MNS will monitor the log to verify responses are submitted in a timely manner.

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CITY OF MILPITAS
FIRE STATION NO.1 PRESSURE REDUCING VALVES REPLACEMENT PROJECT P A G E 4
Subtask 1.9: CCO and Claims Management
Prior to beginning any contract work, we will coordinate with the City to define the CCO process. All CCOs must define the project scope of work and limits and comply with the project documents. MNS will be proactive in identifying actual and potential problems and work towards a timely and cost-effective solution.

The CM will:
 Determine the validity and justification for all CCOs  Notify the City if CCOs are needed
 Negotiate costs with the contractor
 Prepare CCO documentation for City authorization
 Track all CCOs against project contingency balance
The CM will work closely with the City, Design Engineer, and the contractor to resolve CCOs and/or disputes.

Subtask 1.10: Commissioning
MNS will coordinate commissioning of the pipeline and PRSs, including pressure testing, disinfection, sampling, and tie-ins. MNS will emphasize tie-in plans to limit service interruption to City customers.

Subtask 1.11: Final Punchlist
The CM will prepare and submit a final punch list of outstanding contract items to the contractor. MNS will conduct a final inspection in the presence of the City representatives and the contractor.

Subtask 1.12: Red Line As-Builts
MNS will track and maintain as-built drawings in accordance with the contract requirements and ensure they are complete to the extent feasible. The CM will hold regular meetings with the contractor to monitor the status of the as-built drawing set, which is often made a contingency for approval of the monthly pay request.

Subtask 1.13: Closeout
Once the contractor provides the required documentation, MNS will submit an acceptance recommendation report with the final pay request for payment. MNS will submit job files and final reports to the City upon completion of the contract.

Task 2 – Construction Inspection
Subtask 2.1: Construction Inspection
The Construction Inspector will be onsite daily to observe the work with the goal of verifying it is performed safely and in accordance with the contract documents. The Construction Inspector’s responsibilities will also include:
 Daily Inspection. Inspect the construction for compliance with the plans and specifications.  Quality Assurance. Assure the contractor’s overall Quality Control (QC) is implemented in a manner consistent with the Projects’ Special Provisions.
 Traffic Control/No Parking Zones. Inspect the contractor’s daily traffic control per approved standards. Notify the contractor of any perceived unsafe conditions.

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CITY OF MILPITAS
FIRE STATION NO.1 PRESSURE REDUCING VALVES REPLACEMENT PROJECT P A G E 5
 Daily Reports. Prepare daily inspection reports, daily quantities, note any safety issues, and include an accurate description of the work, labor, and equipment. Note any extra work or changes to the plans. Maintain photographic record of construction.
 Materials. Verify approved materials are incorporated into the project.  Acceptance/Performance Testing. Coordinate acceptance and performance testing in conformance with the contract documents.
 Punch List. Prepare punch list and inspect for completion of punch list work items.

Subtask 2.2: Safety
The contractor has sole responsibility for compliance with safety requirements on the construction contract, but MNS will monitor compliance with their safety program and advise the City of observed deficiencies. The contractor’s Safety Plan, Traffic Control Plan, and Cal/OSHA Construction Safety Orders will guide our inspectors in monitoring the contractor’s work.

Subtask 2.3: Permit Management
MNS will monitor the construction to assure all items of work are performed in accordance with encroachment permits, and stormwater pollution control requirements.

Subtask 2.4: Final Punchlist
The Inspector will participate in preparation of a final punch list of outstanding contract items to the contractor and re-inspect the completed work. MNS will also conduct a final inspection in the presence of the City representatives and the contractor.

Task 3 – Construction Closeout
Once the contractor provides the required documentation, MNS will submit an acceptance recommendation report with the final pay request for payment. MNS will coordinate delivery of any maintenance and warranty documentation. MNS will submit job files and final reports to the City upon completion of the contract.

Project Team
Our highly qualified project team is available to provide the City with high quality construction management, inspection, and quality assurance for a project delivered in accordance with the plans and specification. The following is the proposed CM team.

Construction Manager – Ryuun Ernst
Mr. Ernst will be responsible for overall construction management of the Project. Ryuun is a seasoned construction industry professional with 18 years of experience on various water projects, including the planning, design, construction, operation, and maintenance of facilities and systems throughout the San Francisco Bay Area. Having managed projects from conception through construction, Ryuun has the ability to identify risks to successful project completion early in the process. He specializes in complete project delivery, construction management, program management, and contract management. He is also a certified T2 Water Treatment Operator and has experience in water pipeline installation, pressure testing, and chlorination.

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CITY OF MILPITAS
FIRE STATION NO.1 PRESSURE REDUCING VALVES REPLACEMENT PROJECT P A G E 6
Construction Inspector – Peter Testa
Mr. Testa has over 32 years of experience in the civil engineering industry with a focus on projects within the public works sector. Recently Peter has worked with the City on the Main Lift Odor Emission Control Facility, which included demolition of existing piping, concrete pads, and asphalt concrete, as well as installation of a trickling biofilter with associated duct work, piping, anchors, mechanical equipment, control panels, etc. His extensive experience in the industry has allowed him to be successful in numerous project roles from management to inspection and will make him a valuable on-site asset for the City’s project.

Backup Construction Inspector – Bill Smith
Mr. Smith has over 36 years of experience in the civil engineering field and project delivery, with experience that includes municipal projects, Caltrans, and project management for the US Air Force. Bill brings with him a great deal of expertise and a well-rounded background, paired with an enthusiasm for problem solving, Bill is well qualified to provide inspection on the City’s project.

Project Schedule
MNS understands it is the intention of the City to be in construction as soon as possible after receipt of the 100 % Plans, Specifications & Estimate (PS&E) package. MNS has assumed the following schedule, a Notice to Proceed (NTP) date of July 1, 2024, and a construction period of 2.5 months.

Project Bid Period March 1, 2024 – April 30, 2024
Contract Award April 30, 2024 – June 15, 2024
Insurance & Bonds June 15, 2024 – July 1, 2024
NTP July 1, 2024
Submittals/Procurement July 1, 2024 – July 31, 2024
Construction August 1, 2024 – October 15, 2024
Assumptions/Exclusions
 No nightwork, weekend, or holiday work is anticipated.  Full-time inspection is assumed over a 2.5 month period.  Materials testing has not been included in this proposal.

Compensation
A detailed fee spreadsheet is provided herein. All fees are in accordance with the 2024 MNS Standard Fee Schedule and escalation rate.

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CITY OF MILPITAS
FIRE STATION NO.1 PRESSURE REDUCING VALVES REPLACEMENT PROJECT P A G E 7
Closing
Thank you for the opportunity to submit this proposal. We are excited and look forward to working with the City. Please feel free to contact me with any questions you may have at 805.331.4860 or [email protected]. Thank you for your consideration.

Sincerely,
MNS Engineers, Inc.

Megan Panofsky, PE, CCM
Construction Manager
Attachments: MNS Standard Fee Schedule
Fee Estimate Spreadsheet

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June July Aug Sept Oct
Pre-Construction
Procurement/Construction
Project Closeout
Role June July Aug Sept Oct
Resident Engineer 16 32 40 40 24 152 270.00 41,040.00 $ 16 32 40 40 24 152 41,040.00 $
Senior Inspector 8 40 172 172 80 472 198.00 93,456.00 $ Office Administrator 12 16 16 12 56 135.00 7,560.00 $
8 52 188 188 92 528 101,016.00 $
Resident Engineer 24 24 270.00 6,480.00 $
Senior Inspector 16 16 198.00 3,168.00 $
Office Administrator 32 32 135.00 4,320.00 $
0 0 0 0 72 72 13,968.00 $
24 84 228 228 188 752 156,024.00 $

CONSTRUCTION MANAGEMENT AND INSPECTION TOTAL
Notes:

1. Durations based on a 2.5 month construction period.

2. Hours and costs are an estimate only; actual hours and costs will be based on contractor's schedule.

3. Overtime not included in this cost estimate. Any OT would be billed per MNS Standard Fee Schedule.

4. Construction Inspector's rate subject to adjustment if DIR Prevailing Wage rates are applicable.

Construction Management and Inspection Services
Fire Station No.1 Pressure Reducing Valves Replacement Project City of Milpitas

TOTAL COST
Staff
PHASE
Project Schedule
TOTAL
HOURS
Fire Station No.1 Pressure
Reducing Valves
Replacement Project
PHASE
2024
$ 156,524.00
Ryuun Ernst

SUB-TOTAL
TASK 2 CONSTRUCTION INSPECTION
HOURLY
RATE
2024

TOTAL COST
$ 500.00
TBD
2024
TBD
$ 500.00
Direct Expenses

DIRECT EXPENSES SUB-TOTAL
TASK 1 CONSTRUCTION MANAGEMENT

SUB-TOTAL
TOTALS
TASK 3 PROJECT CLOSEOUT
TBD

SUB-TOTAL
TBD
Ryuun Ernst

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20 2 4 S T A N D A R D S C H E D U L E O F F E E S

PROJECT/PROGRAM MANAGEMENT
Principal-In-Charge...............................$340
Senior Project/Program Manager......325
Project/Program Manager....................275
Assistant Project/Program Manager 255
Senior Project Coordinator...................195
Project Coordinator .................................165

ENGINEERING
Principal Engineer ..................................$305 Lead Engineer............................................ 270 Supervising Engineer.............................. 255
Senior Project Engineer......................... 235
Project Engineer........................................ 210 Associate Engineer .................................. 190 Assistant Engineer.................................... 175

SURVEYING
Principal Surveyor ..................................$280 Lead Surveyor............................................ 270 Supervising Surveyor.............................. 230
Senior Project Surveyor......................... 210
Project Surveyor........................................ 185 Associate Project Surveyor................... 175
Assistant Project Surveyor.................... 160
Party Chief (PW)........................................ 190 Chainperson (PW) .................................... 160 One-Person Survey Crew (PW)........... 225

TECHNICAL SUPPORT
CADD Manager.......................................$210 Supervising Technician .......................... 180
Senior Technician..................................... 170 Engineering Technician ......................... 130

CONSTRUCTION MANAGEMENT
Principal Construction Manager......$335
Senior Construction Manager.............290
Senior Resident Engineer......................280
Resident Engineer....................................270 Structure Representative.......................260
Construction Manager...........................230
Assistant Resident Engineer.................215
Sr. Construction Inspector (PW) ........198
Construction Inspector (PW) ..............188
Office Administrator................................ 135

PLANNING
Planning Director ...................................$235 City Planner/Planning Manager.........220
Principal Planner.......................................205 Senior Planner ...........................................190 Associate Planner.....................................160 Assistant Planner......................................135 Planning Technician ................................115

ADMINISTRATIVE SUPPORT
Senior Management Analyst.............$195
Management Analyst..............................165
IT Technician...............................................150 Graphics/Visualization Specialist.......160
Administrative Assistant........................105

GOVERNMENT SERVICES
City Engineer........................................... $265 Deputy City Engineer..............................235
Assistant City Engineer...........................225
Plan Check Engineer................................185
Permit Engineer.........................................175 City Inspector.............................................175 Senior City Inspector (PW) ..................198
City Inspector (PW)..................................188 Principal Stormwater Specialist..........190
Senior Stormwater Specialist...............180
Stormwater Specialist.............................170
Stormwater Technician ..........................150
Building Official.........................................250 Senior Building Inspector......................200
Building Inspector....................................175 Senior Grant Writer..................................190 Grant Writer................................................180 Associate Grant Writer...........................160
Assistant Grant Writer ............................145

DIRECT EXPENSES
Use of outside consultants as well as copies, blueprints, survey stakes, monuments, computer plots, telephone, travel (out of area) and all similar charges directly connected with the work will be charged at cost plus fifteen percent (15%). Mileage will be charged at the current federal mileage reimbursement rate.

PREVAILING WAGE RATES
Rates shown with Prevailing Wage “(PW)” annotation are used for field work on projects subject to federal or state prevailing wage law and are subject to increases per DIR.

ANNUAL ESCALATION
Standard fee rates provided for each classification are subject to 5% annual escalation or the most recent US Bureau of Labor Statistics Consumer Price Index, whichever is higher.

OVERTIME
Overtime for non-exempt employees will be charged at 1.5 x hourly rate; overtime for exempt employees and other classifications will be charged at 1 x hourly rate.

Rev. 1/8/2024

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CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Approve the Improvement Agreement with Chevron U.S.A., Inc. for the Completion of Offsite Public Improvements Located at 1490 South Park Victoria Drive. (Staff Contact: Christian Di Renzo, Public Works Director, 408-586-2602; and Michael Silveira, City Engineer, 408-586-3303)
Category: Consent Calendar-Community Development
Meeting Date: 6/4/2024
Recommendation: Approve and authorize the City Manager to execute the Improvement Agreement between the City and Chevron U.S.A. Inc. for the completion of the offsite public improvements located at 1490 South Park Victoria Drive.

BACKGROUND:

The City of Milpitas Planning Commission conditionally approved a Developer’s application at 1490 South Park Victoria Drive (APN 086-36-010) (“Project”) for a Conditional Use Permit (P-UP18-0013), Conditional Use Permit Amendment (P-UA18-0015), and Minor Site Development Permit (P-MS18-0205) to remodel the existing gas station convenience store building, trash enclosure, and associated site improvements on June 12, 2019, and conditionally approved a Time Extension (P-TE21-0003) for the aforementioned permits on August 11, 2021. The Project will be required to construct various offsite public improvements including, but not limited to curb, gutter, sidewalk, driveways, irrigation water service, and other miscellaneous items of work identified as shown on the public improvement plans for the benefit of the Project and public.

ANALYSIS:

The Developer, Chevron U.S.A. Inc., has agreed to enter into an Improvement Agreement (Attachment 1) with the City for construction of the Project’s offsite public improvements which will be accepted by the City upon completion. The offsite public improvements will be completed within one (1) year from the date of the Agreement, and the work is guaranteed by bonds or similar security to be posted by the Developer in the amount of $35,375. The City Engineer has reviewed the public improvement plans (2-1446) and recommends the City Council approve the Improvement Agreement to allow the construction of the offsite public improvements to proceed.

POLICY ALTERNATIVE(S):

Alternative 1: Deny approval Improvement Agreement for the installation of offsite public improvements.

Pros: None
Cons: The denial of approval of the Improvement Agreement will cause construction of the offsite public improvements to be delayed, and will prevent the owner and new tenants from occupying the newly remodeled building.

Reason for Not Recommending: The offsite public improvements are to benefit the Project and public. Staff recommends the City Council approve the Improvement Agreement to guarantee the offsite public improvements are constructed as shown on the public improvement plans within one-year of the executed agreement.

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FISCAL IMPACT:

The Developer has reimbursed the City for the costs associated with plan review, permitting and construction inspection of the offsite public improvements. The City will have perpetual ownership and maintenance responsibilities for the improvements following the completion of the construction and acceptance of the Project. The Public Works Department provides funding for future maintenance of newly accepted City infrastructure through their operating budget.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA):

CEQA review was performed by the Planning Division, and the Milpitas Planning Commission determined on June 12, 2019, that the Project is exempt from environmental review under CEQA, pursuant to CEQA Guidelines Section 15303(c) (New Construction or Conversion of Small Structures), and, as a separate and independent basis, determined that the proposed Project is exempt from CEQA review pursuant to CEQA Guidelines Section 15183 (Projects Consistent with a Community Plan, General Plan or Zoning).

RECOMMENDATION:

Approve and Authorize the City Manager to Execute the Improvement Agreement between the City and Chevron U.S.A. Inc. for the completion of the Offsite Public Improvements located at 1490 South Park Victoria Drive.

ATTACHMENT(S):
a) Improvement Agreement

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CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Conduct a Public Hearing and Adopt Resolutions to Approve the Fiscal Year 2024-25 Proposed Operating Budget for the City of Milpitas and the Milpitas Housing Authority, Approve the Fiscal Year 2024-25 Gann Appropriations Limit, Authorize Various Financial Actions, Fiscal Policies and Budget Guidelines, and Amend the Classification Plan for Alignment with the FY 2024-25 Proposed Operating Budget, the Minimum Wage Increase, and Salary Schedules Consistent with Previous Council Action (Staff Contact: Luz Cofresí-Howe, Finance Director, 408-586-3111)
Category: Public Hearings-Leadership and Support Services Meeting Date: 6/4/2024
Recommendation: (1) Conduct a public hearing; and
(2) Adopt the following Resolutions:
(a) Joint Resolution of the City Council and Milpitas Housing Authority to approve the Fiscal Year 2024-25 Proposed Operating Budget for the City of Milpitas and the Milpitas Housing Authority, approve the Fiscal Year 2024-25 Gann Appropriations Limit, Fiscal Policies and Budget Guidelines and authorizing various financial actions by the City Manager, including Approving and Authorizing the Execution of Various Contracts and Payments over $100,000; (b) Amending Resolution No. 1626, the Classification Plan, to authorize additional positions and amend budgeted allocated positions;
(c) Amending Resolution No. 1626, the Classification Plan, to adjust the hourly rate ranges for classifications due to a minimum wage increase pursuant to Ordinance No. 292;
(d) Amending Resolution No. 1626, the Classification Plan of Unrepresented Management Employees and Authorizing Fringe Benefits; and (e) Amending Resolution No. 1626, the Classification Plan, to adjust the Salary Schedules for various classifications to align with current memorandums of understandings (MOUs)
Background:

The FY 2024-25 Proposed Operating Budget (Proposed Budget) is the product of months of collaboration, discussion and deliberation, resulting in a Proposed Budget developed with the leadership and engagement of the City of Milpitas Council (City Council), City management, staff and the Milpitas community at large. On May 10, 2024, the City Manager released the FY 2024-25 Proposed Operating Budget. On May 14, 2024, the City Council held a Special Meeting (Study Session) where the Proposed Operating Budget, including the General Fund 10-Year Forecast and FY 2024-25 Budget Proposals, was formally presented to City Council and the public, and subsequently reviewed and discussed. The requisite public hearing notices related to the adoption of the Proposed Budget as well as the FY 2024-25 Gann Appropriations Limit were published timely.

Analysis:

The Agenda Report transmits the Proposed Budget as released and documents changes to the Proposed Budget as reviewed and discussed at the May 14, 2024 Study Session. The Agenda Report also includes the various required resolutions related to the adoption of the Proposed Budget.

May 14, 2024 Study Session
Staff formally presented the $248.4 million Proposed Budget, including a proposed increase of full-time equivalent (FTE) employees from 452.0 FTEs in FY 2023-24 to 455.0 FTEs to the City Council at the May 14, 2024 Study Session for review and discussion. The Proposed Budget as presented did not include the action taken by City Council at its May 7, 2024 meeting approving the Memorandum of Understanding (MOU) between the City of Milpitas and Milpitas Police Officers Association (MPOA) due to timing of the City Council action approving the MOU. The term of the MOU is retroactive to January 1, 2024, and will remain in effect through December 31, 2026. The major terms of the MOU are:
1) Three-year contract with the following wage adjustments:
a) 6.5% base salary increase for Sworn and Non-Sworn employees retroactive to the first full pay period in January 2024.
b) 5.0% base salary increase for Sworn employees and a 3.0% base salary increase for Non-Sworn employees effective the first full pay period in January 2025. c) 4.0% base salary increase for Sworn employees and a 3.0% base salary increase for Non-Sworn employees effective the first full pay period in January 2026. 2) New incentive pay for eligible sworn employees for Crisis Intervention Training (CIT):
a) Effective the first full pay period in January 2024, all sworn employees who meet the following criteria shall receive 2.5% of the employee’s base pay:
i) California POST Crisis Intervention Training (Basic) Certification; or ii) California POST Hostage (Crisis) Negotiation Training (Basic) Certification; or b) Minimum 24 hours of relevant training as determined by the Police Department’s Training Unit, including courses in crisis intervention, de-escalation, strategic communication, and other topics relative to promoting positive, non-biased, non-use of force interactions with the community.

This MOU increases General Fund salary and benefits by $2.2 million in FY 2024-2025. To balance the Proposed Budget, staff implemented the following strategies:

MPOA General Fund Salary and Benefits Effect $ 2.2M
Increase Budgetary Vacancy Savings factor from 3% to 4% (Reduce Expenditures) (.9M) Access Public Employees Retirement System (PERS) Rate Stabilization Reserve (1.3M) In summary, the $2.2 million of additional MPOA salary and benefits is offset by $0.9M in budgetary vacancy savings, leaving a balance of $1.3 million, which is funded by a transfer from the City of Milpitas Public Employees’ Retirement System (PERS) rate stabilization reserve. The PERS rate stabilization reserve was established to pay down unfunded pension liabilities and/or to reduce the length of pension cost amortization schedules with the California Public Employees’ Retirement System. This reserve is funded by General Fund annual operating surplus after General Fund Contingency Reserve and Budget Stabilization Reserve requirements have been met. As of June 30, 2023, the audited PERS rate stabilization reserve balance was $6.1 million.

FY 2024-25 Citywide Budget Summary (All Funds)
Incorporating the above change, the Proposed Budget across all funds is $249.8 million, with staffing of 455.0 funded permanent FTEs. The variance between the May 14, 2024 presentation and the budget being presented for adoption by the City Council is demonstrated below:

Proposed Budget May 14, 2024
Study Session
June 4, 2024
City Council Meeting Variance +/(-)
(in $millions) General
Fund
Other &
CIP
Funds
Total General
Fund
Other &
CIP
Funds
Total General
Fund
Other &
CIP
Funds
Total
Revenues (including all
Funding Sources) $ 137.2 $ 111.2 $ 248.4 $ 138.5 $ 111.3 $ 249.8 $ 1.3 $ 0.1 $ 1.4 Expenditures (137.2) (111.2) (248.4) (138.5) (111.3) (249.8) (1.3) (0.1) (1.4) Total 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

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The Proposed Budget includes an additional 3.0 FTEs, as demonstrated below:

The revised General Fund 10-Year Forecast, which incorporates the changes above, is presented below:

Citywide Organizational Charts
Certain Department organizational charts have been updated to reflect the organizational structural changes in the Proposed Budget, with the transition of the Office of Building Safety and Office of Housing to the City Manager’s Office, and the Code Enforcement division moving under Planning Department. The revised organizational charts for Citywide, City Manager’s Office, Office of Building Safety, Office of Housing, and Planning Department are included in the Proposed Budget.

Enabling Resolutions
The FY 2024-25 Proposed Operating Budget and related recommendations are approved by various resolutions as discussed below.

Joint Budget Resolution
With the adoption of the attached Joint Resolution of the City Council and Milpitas Housing Authority, the City Council will approve the FY 2024-25 Proposed Operating Budget for the City of Milpitas and the Milpitas Housing Authority as amended in this Agenda Report per previous City Council direction. Further through the joint resolution, the City Council will approve the Gann Appropriations Limit, fiscal policies and authorizes various financial actions, including authorizing the City Manager to execute certain contracts in amounts above $100,000 during FY 2024-25. The Agenda Report for the May 14, 2024 Study Session details the fiscal policy and budget guidelines and City Manager authority recommendations.

An attachment to the joint budget resolution identifies a list of contracts with an estimated not-to-exceed amount above the City Manager’s contract approval authority of $100,000 as well as annual payments in Departments
FY 2023-24
Adopted Budget
Proposed
Changes
FY 2024-25
Proposed Budget
City Council 5.0 5.0
City Attorney 3.0 3.0
City Clerk 3.0 3.0
City Manager 6.0 (1.0) 5.0
Office of Economic Development & Strategic Initiatives 4.0 4.0 Office of Housing 3.0 3.0
Office of Building Safety 24.0 (2.0) 22.0
Finance 29.0 1.0 30.0
Fire 82.0 82.0
Human Resources 7.0 1.0 8.0
Information Technology 14.0 14.0
Planning 12.0 12.0
Police 128.0 128.0
Public Works 114.0 4.0 118.0
Recreation & Community Services 18.0 18.0
Total 452.0 3.0 455.0

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excess of $100,000 for insurance and utilities. Funding for these contracts has been incorporated into the proposed budget and/or the FY 2025-29 Capital Improvement Program. As part of the adoption of this budget, staff is seeking authority to award these contracts and make certain payments. The list includes annual routine contracts (e.g.: PLAN JPA insurance premiums), contracts with specific funding items related to this budget (e.g.: Valley Water wholesale water purchase), and contracts related to capital improvement projects.

The Gann Appropriations Limit
Article XIIIB of the California State Constitution, more commonly referred to as the Gann Initiative or Gann Appropriations Limit, was approved by California voters in November 1979 and placed limits on the amount of proceeds of taxes that state and local governmental agencies can receive and spend each year. If an agency receives more revenue than the Appropriations Limit, the excess revenue must be returned to the taxpayers through a tax reduction or refund within the next two years. Alternatively, the agency can increase its Appropriations Limit through voters’ approval.

Based on the attached analysis, using the population and per capita personal income change factors provided by the State of California, the City’s Appropriations Limit for FY 2024-25 has been computed to be $140,254,073. Appropriations subject to the limitation in FY 2024-25 budget total $102,105,622 which is $38,148,451 less than the computed limit. The City has not exceeded its annual Appropriations Limit in any fiscal year since this requirement was approved by the voters in 1979.

Personnel Related Resolutions
Based on the Proposed Budget as amended in this Agenda Report based on Council direction, staff is bringing forward several personnel-related resolutions to amend the classification plan for all employees as it relates to authorized positions, changes to hourly rate ranges for certain classifications due to an increase in the City’s minimum wage, and salary schedule amendments based on previous Council direction consistent with MOUs for the respective bargaining groups.

Authorized positions – This resolution aligns the number of positions on the Authorized Position List and amends specific budgeted positions consistent with the Proposed Budget by adding 3.0 net additional budgeted FTEs.

Minimum Wage Adjustments – This resolution adjusts the hourly rate ranges upwards for various classifications with the bottom of the hourly range set at the new minimum wage and compacted supervisory positions effective July 1, 2024. Consistent with the City Council approved ordinance, the minimum wage is scheduled to increase by $0.50 from $17.20 to $17.70 by July 1, 2024 based on the February 2024 annual Consumer Price Index (CPI) increase for the San Francisco-Oakland-Hayward Metropolitan Statistical Area.

Salary Schedules for Council Approved Wage Increases – This resolution is required per the California Code of Regulations §570.5. Per State law, the City is required to bring all pay schedules before the governing board for review and approval. The updated salary schedule reflects the respective increases for the following bargaining groups except the International Association of Firefighters (IAFF) and related Unrepresented Fire employees wage increases. These two groups’ increases will be updated at a later time once MOU negotiations have concluded.

Bargaining Group Wage Percentage Increase Effective Date Mid-Management and Confidential
Unit (Mid-Con)

3.0% Effective the first full pay period in
July 2024
Unrepresented Miscellaneous and
Unrepresented Management
Employees (Unrep Misc)*

3.0% Effective the first full pay period in
July 2024
Professional Technical (Pro-Tech) 4.0% Effective the first full pay period in July 2024
Milpitas Employee Association (MEA) 4.0% Effective the first full pay period in July 2024

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Bargaining Group Wage Percentage Increase Effective Date Unrepresented Police Employees
(Unrep Police)**

6.5% Retroactive to the first full pay period
in January 2024
Unrepresented Police Employees
(Unrep Police)**

5.0% Effective the first full pay period in
January 2025
Milpitas Police Officers Association –
Sworn

5.0% Effective the first full pay period in
January 2025
Milpitas Police Officers Association –
Non-Sworn

3.0% Effective the first full pay period in
January 2025
* To address any potential internal salary compaction issues, Unrepresented Police Employees’ increases align with MPOA per City Council action on March 3, 2020.
**To address any potential internal salary compaction issues, Unrepresented Employees increases align with MidCon, per City Council action on June 18, 2019.

Fiscal Impact:

Upon adoption, the FY 2024-25 Budget for the City of Milpitas and the Milpitas Housing Authority, for all funds including debt service, will be $249.8 million.

Recommendations:
1) Conduct a public hearing; and
2) Adopt the following Resolutions:
a) Joint Resolution of the City Council and Milpitas Housing Authority to approve the Fiscal Year 2024-25 Proposed Operating Budget for the City of Milpitas and the Milpitas Housing Authority, approve the Fiscal Year 2024-25 Gann Appropriations Limit, Fiscal Policies and Budget Guidelines and authorizing various financial actions by the City Manager, including Approving and Authorizing the Execution of Various Contracts and Payments over $100,000; b) Amending Resolution No. 1626, the Classification Plan, to authorize additional positions and amend budgeted allocated positions;
c) Amending Resolution No. 1626, the Classification Plan, to adjust the hourly rate ranges for classifications due to a minimum wage increase pursuant to Ordinance No. 292; d) Amending Resolution No. 1626, the Classification Plan of Unrepresented Management Employees and Authorizing Fringe Benefits; and
e) Amending Resolution No. 1626, the Classification Plan, to adjust the Salary Schedules for various classifications to align with current memorandums of understandings (MOUs) Attachments:
a) Joint Resolution of the City Council and Milpitas Housing Authority to approve the Fiscal Year 2024-25 Proposed Operating Budget the City of Milpitas and the Milpitas Housing Authority, approve the Appropriations Limit, Fiscal Policies and Budget Guidelines and authorizing various financial actions by the City Manager, including Approving and Authorizing the Execution of Various Contracts and Payments over $100,000.
b) Joint Resolution Exhibit 1 FY 2024-25 Gann Appropriations Limit c) Amending Resolution No. 1626, the Classification Plan, to authorize additional positions and amend budgeted allocated positions
d) Amending Resolution No. 1626, the Classification Plan, to adjust the hourly rate ranges for classifications due to a minimum wage increase pursuant to Ordinance No. 292 e) Amending Resolution No. 1626, the Classification Plan of Unrepresented Management Employees and Authorizing Fringe Benefits
f) Resolution Exhibit A Unrepresented Management Benefit Matrix g) Amending Resolution No. 1626, the Classification Plan, to adjust the Salary Schedules for various classifications to align with the current memorandums of understandings (MOUs).

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RESOLUTION NO. ____

A JOINT RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MILPITAS AND THE

HOUSING AUTHORITY COMMISSION OF THE CITY OF MILPITAS APPROVING THE FY 2024-25 OPERATING BUDGET FOR THE CITY OF MILPITAS AND THE MILPITAS HOUSING AUTHORITY, THE APPROPRIATIONS LIMIT FOR FISCAL YEAR 2024-25,

FISCAL POLICIES, AND BUDGET GUIDELINES, AND AUTHORIZING VARIOUS

FINANCIAL ACTIONS BY THE CITY MANAGER, INCLUDING APPROVING AND

AUTHORIZING THE EXECUTION OF VARIOUS CONTRACTS AND PAYMENTS OVER $100,000
WHEREAS, the City Manager has submitted a FY 2024-25 Proposed Budget and Financial Plan; and
WHEREAS, on June 4, 2024, a public hearing on the Proposed Budget and Financial Plan was opened where all interested persons were heard; and
WHEREAS, the City Council and Milpitas Housing Authority Commission (“Authority”) reviewed the City Manager’s FY 2024-25 Proposed Budget and Financial Plan; and WHEREAS, the first year, or FY 2024-25, of the CIP is a part of the 2024-25 Proposed Budget and Financial Plan; and
WHEREAS, Article XIIIB, Section 1, of the Constitution of the State of California requires that total annual appropriations subject to limitation of the City of Milpitas shall not exceed the appropriations limit of the City for the prior year adjusted for changes in the cost of living and population except as otherwise provided, also referred to as the Gann Appropriations Limit; and WHEREAS, this Article became effective July 1, 1980, as amended, which requires the City to establish its appropriations limit by resolution each year at a regularly scheduled meeting or a noticed special meeting, commencing after the beginning of each fiscal year; and WHEREAS, the appropriations base for 1978-79 had been determined and since adjusted by the changes in population, cost of living, and transfers of financial responsibility, establishing an appropriations limit for fiscal year 2024-25 of $140,254,073; and WHEREAS, the calculations for the appropriations limit are included as part of the budget document materials being considered and approved by the City Council as part of this Resolution; and WHEREAS, documentation used in determining the appropriations limit has been made available to the public for a period of not less than fifteen (15) days prior to City Council consideration of this Resolution; and
WHEREAS, the budget document contains fiscal policies that the City Council has reviewed and approved and which are updated from time to time, as follows: General Financial Goals, Operating Budget Policies, Revenue and Expenditure Policies, Utility Rates and Fees, Capital Budget Policies, Debt Policies, Reserve Policies, Investment Policies, and Accounting/Auditing and Financial Reporting Policies; and
WHEREAS, the budget document contains budget guidelines that the City Council has reviewed and approved and which are updated from time to time, as follows: Basis of Budgeting; Budget Calendar requirements; form and content of the City Manager's Proposed Budget; adoption of the Budget by June 30th; the City Manager’s budget authority; requirement that budget amendments be approved by the City Council; budget transfers and modification procedures; automatic adjustments and re-appropriations; budget monitoring and reporting; and reserve requirements for all funds.

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2 Resolution No. ___
NOW, THEREFORE, the City Council of the City of Milpitas and the Milpitas Housing Authority Commission hereby find, determine, and resolve as follows:

1. The City Council and Authority have considered the full record before them, which may include but is not limited to such things as the staff report, testimony by staff and the public, and other materials and evidence submitted or provided to them. Furthermore, the recitals set forth above are found to be true and correct and are incorporated herein by reference.

2. The annual Budget and Financial Plan, as attached in the City Council meeting packet, inclusive of capital improvement appropriations, for the City of Milpitas for fiscal year 2024-25 is hereby affirmed and adopted totaling $248,371,138 for all appropriated funds.

3. The amounts shown as “Appropriations” and estimated fund balances are hereby approved for the various purposes designated in the 2024-2025 Adopted Budget.

4. The budgets for all departments for the period July 1, 2024 through June 30, 2025, inclusive, contained in this 2024-25 Adopted Budget, are approved as the operating budget for those departments for fiscal 2024-25.

5. The appropriations limit for fiscal year 2024-2025 shall be $140,254,073 as shown in Exhibit 1.

6. Pursuant to Government Code Section 7910, no judicial action or proceeding to attack, review, set aside, void, or annual the action of the City Council in establishing the appropriations limit for fiscal year 2024-2025 shall be brought unless such action or proceeding shall have been commenced within forty-five (45) days of the date of adoption of this Resolution.

7. Any unused non-salary and benefits-related appropriations at the end of fiscal 2023-2024 may be re-appropriated for continued use in fiscal year 2024-25 subject to the approval of the City Manager. Furthermore, any outstanding contract and/or purchase order obligations (or encumbrances) remaining at the end of FY 2023-2024 are subject to carry-over into FY 2024-25.

8. Subject to any grant restrictions, unspent appropriations that are authorized and funded by grant revenues from prior fiscal year will automatically be carried over to current year’s budgets.

Unspent City funded grant appropriations from prior fiscal year will automatically be carried over to the current year’s budgets.

9. As part of year-end closing of the budget, previously appropriated capital project funds will be automatically carried forward to the next fiscal year for the same capital project until the project is closed out.

10. No office, department, or agency shall expend any amount or incur any liability or enter into any contract, which by its terms involves expenditures of money for any purpose in excess of the amounts appropriated for the particular departments, and funds set forth herein.

11. The City Manager may authorize, when in his or her judgment such action is consistent with the purposes and intent of the 2024-2025 Adopted Budget as approved, budget revisions subject to the following conditions:

Prior Council Approval Not Required. Prior approval of the City Council is not required under the following circumstances:
i. When revisions involve transfers from the Unanticipated Expenditure Reserve less than or equal to the aggregate amount adopted within the budget in any one fiscal year ($1,300,000 in FY 2024-25), provided that the Council is notified in writing of the revision, giving the reason, the amount of the revision and the year-to-date total amount of revisions as part of the quarterly financial reports.

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3 Resolution No. ___
ii. When revisions involve transfers from the appropriated leave cash-out account less than or equal to the aggregate amount adopted within the budget in any one fiscal year ($700,000 in FY 2024-25) to the various departments for cash-outs when employees leave City service.
iii. When revisions involve transfers, or reallocations, within any one fund among the various departments or projects, provided that the amount of transfer in any single instance does not exceed $100,000.
iv. When revisions involve reasonable deviation from the budgeted personnel allocation schedule, provided that at no time the number of permanent funded positions authorized by the City Council is exceeded.
v. When revisions involve hiring full-time employees in overstrength positions for no more than one year as long as appropriations are not exceeded to ensure adequate staffing levels for sworn positions, facilitate training of new employees by the outgoing incumbent or respond to urgent staffing needs.
vi. When revisions involve adding/deleting positions or moving positions between departments to respond to organizational needs, as long as the number of permanent funded positions and the approved personnel cost appropriations remain the same. vii. When revisions involve allocating, redistributing and/or appropriating monies between department and non-department divisions so as to reflect budgetary savings in one or more departments.
viii. For Police goods and services to be purchased from Asset Seizure funds, the City Manager or his/her designee, has the authority to purchase such goods or services if the expenditures of such goods and services do not exceed the amount designated from Asset Seizure funds as approved by the City Council during the Budget hearing. ix. To use judgment to modify citywide administrative financial policies and procedures from time to time that are consistent with municipal government best practices unless those policies would otherwise be in conflict with the budget provisions incorporated in this Resolution or the City’s Municipal Code.
x. Exhibit 2 lists contracts and payments that are specifically identified in the budget document and materials enclosed herein. None of these contracts require a formal, public bidding process. The list of contracts and payments is hereby approved and the City Manager is authorized to execute and enter into these contracts and make these payments during fiscal year 2024-25 up to the amounts listed by contract or payment in Exhibit 2.

12. Prior Council Approval Required. Prior approval of the City Council is required for revisions to the 2024-2025 Final Budget as adopted if any of the following are involved:
i. An increase in overall appropriation level within any one Fund. ii. The transfers or reallocation of appropriations greater than $100,000 between different Funds, except not for reallocations between subfunds within one Fund. iii. Changes providing for increases or decreases in funded permanent personnel counts in the adopted Budget.
iv. Contract change orders which would cause the aggregate contract amount to exceed $100,000 and/or exceed prior approved appropriation levels for the subject contract.

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4 Resolution No. ___
v. Transfers from Unanticipated Expenditure Reserve, which would cause the aggregate amount of $1,300,000 during fiscal year 2024-25, to be exceeded. vi. Result in changes not consistent with the purpose and intent of the Budget as adopted.
vii. Require an appropriation action from any unassigned fund balances or reserves.

13. Information establishing the current budget situation and steps to be taken to present balanced City Budgets have been presented during the public hearing on this meeting June 4, 2024, and in prior budget presentations.

14. The approval of the 2024-25 Adopted Budget, including the authority to enter into any contract, make payments, or undertake other actions, does not commit the City to any action that may have significant effect on the environment. This is because the actions are financial or administrative and do not directly impact the environment or the environmental impacts of any action would be speculative to analyze at this time. As a result, there is no potential impact on the environment from this action per Section 15061(b) (3) of the California Environmental Quality Act (“CEQA”) Guidelines and this action does not constitute a project under CEQA per CEQA Guidelines Section 15378(b)(4). Although the budget does authorize certain types of contracts to be entered into, none are anticipated to have any environmental impact at the time of entering into the contract, and if ultimately leading to a project that could impact the environment, the impacts of that action will be analyzed once the project is designed and the analysis is no longer speculative.

PASSED AND ADOPTED this ______ day of _________, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED:
____________________________ ______________________
Suzanne Guzzetta, City Clerk Carmen Montano, Mayor
APPROVED AS TO FORM:
____________________________
Michael Mutalipassi, City Attorney

Page 554 of 1026 ends

Approval of FY 2024-2025 Budget Contracts/Payments over $100,000

1. FY 2024-25 Operating Budget
Department
Name
Contractor Name (If
known) or Type of
Contract
Description of
Contract/Payment
Estimated Amount Funds
City Manager Kiley & Associates, LLC Legislative Consultant Contract
$110,000 General Fund
Affordable
Housing
Community
Benefit Fund
Solid Waste
Services Fund
Water Fund
Sewer Fund
Building Safety City of San Jose San Jose Animal Services Contract
$551,616
General Fund
City Attorney Meyers Nave, a
Professional Corporation
Contracted Outside Legal
Services
$175,000 General Fund
Finance PLAN JPA Liability/Cyber Insurance $3,440,322 General Fund Water Fund
Sewer Fund
Housing Authority
Fund
Equipment Fund
Finance PLAN JPA Attorney Fees for
Claims/Lawsuits
$391,500 General Fund
Water Fund
Sewer Fund
Finance PG&E Utility - Electric $2,800,000 General Fund Sewer Fund
Water Fund
Finance Chandler Investment Portfolio
Management
$166,000 General Fund
Finance Integrys Utility - Gas $226,300 General Fund
Water Fund
Sewer Fund
Finance Brown & Brown Excess Workers'
Compensation Insurance
$400,000 General Fund
Housing Housekeys BMR Home Ownership
Program Administration
$200,000 Housing Authority
Fund
Housing TBD Homeless Outreach $193,336 Affordable
Housing
Community
Benefit

Page 555 of 1026 ends

Housing WeHOPE (Dignity on
Wheels)
Mobile Shower & Laundry
Services for Unhoused
Individuals (3 years)
$150,000 Assemblymember
Alex Lee's State
Funding
Human
Resource
Sedgwick Third Party Administrator for
Worker’s Compensation
$147,016 General Fund
Information
Technology
(Finance)
Cayenta Cayenta Software
Maintenance
$298,073 General Fund
Information
Technology
CDW-G Microsoft Office 365
Licensing
$167,000 General Fund
Information
Technology
Central Square VisiCAD Software
Maintenance
$142,000 General Fund
Information
Technology
OpenGov, Inc. Open Town Hall/Budget and
Performance
Software/Consolidation of
the Management Reporting
$155,444 General Fund
Information
Technology
Mark43 Police Records Management
System
$167,890 General Fund
Police Vehicle Purchases**
(Cooperative Purchase
Agreements/Mission
Valley Ford)
Purchase of new and
replacement vehicles for
aging fleet
$273,346 General Fund
Equipment
Replacement
Fund
Police County of Santa Clara
Crime Lab Major Case
Evidence Examination $159,674 General Fund
Police
Silicon Valley Regional
Interoperability
Authority
Silicon Valley Regional
Communications Systems
(SVRCS) - Annual Operations
and Maintenance for Digital
Radio System $122,820 General Fund
Police County of Santa Clara Cal-ID $156,263 General Fund Police Axon Enterprise, Inc.

Police Body Worn Cameras /
Tasers / Cloud Storage $211,063 General Fund
Police
All City Management
Services Crossing Guard Services $827,591 General Fund
Public Works SFPUC Wholesale Water Purchase $15,871,456 Water Fund Public Works City of San Jose O&M for Treatment Plant $9,185,800 Sewer Fund Public Works Valley Water Wholesale Water Purchase $7,105,901 Water Fund Public Works City of San Jose Recycled Water Purchase $2,627,196 Water Fund Public Works Brightview Park Maintenance Services $1,392,119 General Fund /
CFD
Public Works
Equipment/Vehicle
Purchases**(Cooperative
Purchase
Agreements/Mission
Valley Ford)
Purchase of new and
replacement equipment and
vehicles for aging Public
Works fleet $441,092
General Fund
Water Fund
Sewer Fund
Equipment Fund

Page 556 of 1026 ends

Public Works Merrimac Petroleum Inc. Diesel & Unleaded Fuel $575,620 Equipment
Replacement
Fund
Public Works TBD Tree Maintenance Services $480,000
General Fund /
CFD
Public Works
Imperial Maintenance
Services Inc. Janitorial Services $488,133 General Fund Public Works
Bay Area Water Supply
and Conservation Agency BAWSCA Membership $212,921 Water Fund Public Works Enterprise FM Trust Fleet Lease Agreement $168,000 General Fund Public Works City of Sunnyvale
Santa Clara Valley Urban
Runoff Pollution Prevention
Program $169,475 General Fund
Public Works Brightview
Facilities Landscape
Maintenance $125,200 General Fund
Public Works Tucker Encampment Clean-Up $100,000 General Fund Recreation
County of Santa Clara
"SNP" Senior Nutrition Program $103,066 GT1007-162-4226 Recreation TBD
Activity Guide Printing
Summer 2025 – Spring 2028 $100,000 General Fund
City-wide
Staples Business
Advantage
City-wide Departmental
Supplies $150,000 General Fund
* Contract with West Coast Arborist ends 6/30/24. Estimated amount for FY25 may need to be adjusted depending on who gets awarded the new contract.
** Includes 15% contingency. Budgeted amounts were estimates and actual costs may be higher.

Page 557 of 1026 ends

2. FY 2024-25 Capital Improvement Program (CIP) Budget
Department
Name
CIP Project No. &
Name
Description of Contract Estimated Amount Funds
Community
Improvement
CIP 3465 - Fire
Station No. 1
Modular Building
Design/Professional Services
Agreement to obtain a consultant to
provide design services for the
replacement of modular building
and improvements at Fire Station
No.1. Vendor selection of the
modular building and improvements
at Fire Station No.1 is anticipated to
start in Spring 2024 and construction
is anticipated to be completed in
2025. $250,000
General Gov. CIP
Fund
Storm Drain
Improvement
CIP 3724 - Main
Street Flood Study
New Design/Professional Services
Agreement to obtain a consultant to
provide an assessment and
alternative improvements for the
flooding occurring on S. Main Street
near the City's library $400,000 Storm Drain Fund
Street
Improvement
CIP 4302 -
Calaveras
Landslide Repair
Project
New Design/Professional Services
Agreement to obtain a consultant to
provide design services for the
repair of landslide and roadway
improvements on Calaveras Road $400,000
Street
Improvement Fund
Park
Improvement
CIP 2005 - Lower
Penitencia Creek
Pedestrian Bridge
Amendment No. 1 to
Design/Professional Services
Agreement with Biggs Cardosa
Associates, Inc. to provide addition
design services and construction
support for a new pedestrian bridge
at Delano Manongs Park over
Pentiencia Creek $200,000
TASP Impact Fees
Developer Fees
Community
Improvements
CIP 3422 & 3485 -
Community
Center Roof
Renovation
New Design/Professional Services
Agreement to obtain a consultant to
provide design services for the
replacement of the roof and
mechanical equipment at Milpitas
Community Center $400,000
General Gov. CIP
Fund
Community
Improvements
CIP 3470 - City
Hall Fountain &
Landscape
Renovation
New Design/Professional Services
Agreement to obtain a consultant to
provide mastering planning and
conceptual design services for the
renovation of the landscape areas
and fountains, pond, and water fall
areas at City Hall campus $200,000
General Gov. CIP
Fund

Page 558 of 1026 ends

Park
Improvements
CP3471 & CIP
3501- Sinnott Park
Playground Design
Amendment No. 2 to
Design/Professional Services
Agreement with Callandar
Associates Landscape Architects, Inc.
to complete construction drawings
and provide construction support for
Sinnott Park playground
improvements $200,000
General Gov. CIP
Fund
Park Improvement
Fund
Street
Improvements
CIP 4304 & 4305 -
Street Resurfacing
2024 Project
Amendment No. 1 to
Design/Professional Services
Agreement with Kimley-Horn &
Associates, Inc. to provide additional
design services and construction
support for additional pavement
rehabilitation project in 2025 $500,000
Gas Tax Fund,
Measure B, SB1
RMRA, Vehicle
Registration Fee
Street
Improvements
CIP 4300 & 4305 -
Street Resurfacing
2025 & 2026
Project
New Design/Professional Services
Agreement to obtain a consultant to
provide design services and
construction supports for the street
resurfacing projects in 2025 and
2026 $600,000
Gas Tax Fund,
Measure B, SB1
RMRA, Vehicle
Registration Fee
Street
Improvements
CIP 4288 - Traffic
Safety
Improvement
New Design/Professional Services
Agreement to obtain a consultant to
provide grant, planning, and design
services for traffic safety
improvements throughout the City
according to the adopted "Citywide
Traffic Safety report” $100,000
Gas Tax Fund,
Street
Improvement Fund
Sewer
Improvement
CIP 6137 - Force
Main "A" Project
New Design/Professional Service
Agreement to obtain a consultant to
provide an assessment, planning,
and design services of the City’s
sewer force main "A" from Milpitas
Main Sewer Lift Station to San
Jose/Santa Clara Regional
Wastewater Facility $2,500,000
Sewer
Infrastructure Fund
Street
Improvement
CIP 4299 - Bicycle
Improvement
Project
New Design/Professional Services
Agreement to obtain a consultant to
provide design services and
construction support for bike
facilities improvements on Able St.,
Marylinn Dr., Main St., and Milpitas
Blvd. $250,000 Grant
Water
Improvement
CIP 7076 - Well
Upgrade Project
(McCandless Well)
Amendment No. 1 to
Design/Professional Services
Agreement with West Yost &
Associates, Inc. to provide additional $800,000
Water Capital
Surcharge

Page 559 of 1026 ends

design services and construction
support, and construction
management service for the
installation of new potable water
well facilities at Delano Manongs
Park
Water
Improvement
CIP 7118 -
Dempsey Water
Line Replacement
Amendment No. 1 to
Design/Professional Services
Agreement with HydroScience
Engineers, Inc. to provide
construction support service for the
replacement of the water main on
Dempsey Road $200,000
Water Capital
Surcharge
Water
Improvement
CIP 7133 - Minor
Water Projects
Amendment No. 1 to
Design/Professional Services
Agreement with MNS Engineers, Inc.
to provide additional design services
and construction support for
Gibraltar Pump Station Suction
Piping Repair and Valves
Replacement $100,000
Water Capital
Surcharge
Water
Improvements
CIP 7141 - Asset
Renewal &
Replacement
Program
New Design/Professional Service
Agreement to obtain a consultant to
provide design services for the
replacement of the water main
along Los Coches St. and Topaz St. $500,000
Water Capital
Surcharge
Water
Improvements
CIP 7147 -
Pinewood Well
Facility
Rehabilitation
Project
Amendment No. 1 to
Design/Professional Services
Agreement with MNS Engineers, Inc.
to provide additional assessment
and construction drawings for the
Pinewood Well improvements or
conversation to a full-time
production well $400,000
Water Capital
Surcharge
Water
Improvements
CIP 7148 -
Pressure Reducing
Valve Station
Relocation Project
New Design/Professional Services
Agreement to obtain a consultant to
provide design services and
construction support for the
improvements of pressure reducing
facilities at California Circle,
McCarthy, Montague, Live Oak, and
Junipero stations $465,000
Water Capital
Surcharge
Water
Improvements
CIP 7149 -
Sunnyhills
Turnout
Rehabilitation
Project
New Design/Professional Services
Agreement to obtain a consultant to
provide design services and
construction supports for the
rehabilitation of pressure reducing
facilities at Sunnyhill Turnout $200,000
Water Capital
Surcharge

Page 560 of 1026 ends

Sewer
Improvement
CIP 6118 – City of
San Jose - SC
Regional
Wastewater
Facility
City of Milpitas cost share amount
with City of San Jose for rehab
improvements to RWF $4,314,300
Sewer
Infrastructure
Fund, Sewer
Treatment Fund
Sewer
Improvement
CIP 6124 - Sewer
Pump Station
Rehabilitation
Program
Amendment No. 1 to
Design/Professional Services
Agreement with MNS Engineers, Inc.
to provide construction drawings
and construction support for the
Main Lift Station Wet Well Grease
Management Project $200,000
Sewer
Infrastructure Fund
Sewer
Improvement
CIP 6124 - Sewer
Pump Station
Rehabilitation
Program
Amendment No. 1 to
Design/Professional Services
Agreement with MNS Engineers, Inc.
to provide construction drawings
and construction support of the
Main Lift Station Flow Meters
Replacement project $250,000
Sewer
Infrastructure Fund
Storm
Improvement
CIP 3714 - Flap
Gate Replacement
New Design/Professional Service
Agreement to obtain a consultant to
provide design services and
construction supports for Main Lift
Station Vactor Truck Disposal Facility
Project $400,000 Storm Drain Fund
Storm
Improvement
CIP 3715 - Storm
Drain System
Rehabilitation
Amendment No. 1 to
Design/Professional Services
Agreement with MNS Engineers, Inc.
to provide additional design services
and construction support for Dixon
Prudential Drainage Ditch Lining
Project $400,000
Storm Drain Fund
General Fund
Public Safety
CIP 3459 - ALPRs
and Security
Cameras
ALPRs and Security Cameras - Flock
Safety $127,500
General
Government CIP
Fund, Grants/
Reimb./Developer
Fees
Community
Improvement
CIP 3503 -
Landmark Policy -
Historic Resource
Master Plan
Update and
Marker Program
Professional Services Agreement to
manage Master Plan update and
new marker program $200,000
General
Government CIP
Fund
Community
Improvement
CIP 3489 - Public
Art Program
Public Art Contract for Park Markers
Project $100,000 Public Art Fund

Page 561 of 1026 ends

Gann Appropriations Limit Analysis
Article XIIIB of the California State Constitution, more commonly referred to as the Gann Initiative or Gann Appropriations Limit, was approved by California voters in November 1979 and placed limits on the amount of proceeds of taxes that state and local governmental agencies can receive and spend each year. If an agency receives more revenue than the Appropriations Limit, the excess revenue must be returned to the taxpayers through a tax reduction or refund within the next two years. Alternatively, the agency can increase its Appropriations Limit through voters’ approval.

Each year’s limit is based on the amount of tax proceeds that were authorized to be spent in Fiscal Year 1978-79 in each agency, modified for changes in inflation and population in each subsequent year. The City Council must adopt, by resolution, an Appropriations Limit for the following year. Using the population and per capita personal income change factors provided by the State of California, the City’s Appropriations Limit for FY2024-25 has been computed to be $140,254,073. Appropriations subject to the limitation in FY2024-25 budget total $102,105,622 that is $38,148,451 less than the computed limit.

The following chart shows the annual Appropriations Limit and the tax proceeds received since Fiscal Year 2015-16. The amounts for Tax Proceeds have been restated to exclude Franchise Fees, which were inadvertently included in the past, which is inconsistent with the law. The City has not exceeded its annual Appropriations Limit in any single fiscal year. The City has been under 80% of the limitation and should not be impacted by the Appropriations Limit.

Fiscal Years
In Millions
City of Milpitas Annual Appropriations Limit
15-16 16-17 17-18 18-19 19-20 20-21 21-22 22-23 23-24 24-25 0 50
100
150

Limit Tax Proceeds
*In prior years, Franchise Fees were inadvertently included in the calculation of the tax proceeds, which is inconsistent with the law. This chart has been corrected to show only tax proceeds subject to the limit.

Financial Information
City of Milpitas 1

Page 562 of 1026 ends

RESOLUTION NO. ________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MILPITAS AMENDING RESOLUTION NO. 1626, THE CLASSIFICATION PLAN, TO AUTHORIZE ADDITIONAL POSITIONS, AND AMEND

BUDGETED ALLOCATED POSITIONS
WHEREAS, the City of Milpitas has a Classification Plan adopted as Resolution No. 1626 on December 17, 1968, which has been amended from time to time, and which is in accordance with the Personnel Rules and Regulations of the City of Milpitas (Resolution No. 792 as amended); and
WHEREAS, amendments to the Classification Plan are necessary to account for changes within the organization, transfer of duties, new job responsibilities, and adjustments to salary ranges; WHEREAS, the annual budget process necessitates changes in position authorizations that result from modifications made to the Classification Plan.

NOW THEREFORE, the City Council of the City of Milpitas hereby finds, determines, and resolves as follows:

Furthermore, the recitals set forth above are found to be true and correct and are incorporated herein by reference.

2. Resolution No. 1626, as amended, is hereby further amended effective July 1, 2024 as set forth below. If any of the below-mentioned groups or classifications receive a cost-of-living adjustment separate from the adoption of the 2024-25 budget, that same percentage amount and effective date will be applied accordingly pursuant to the applicable bargaining unit agreement(s) for the below-listed classification salary ranges by further Resolution.

A. AUTHORIZE THE FOLLOWING POSITIONS:

Add One (1) FTE Management Analyst – Public Works Department Add Two (2) FTE Water Systems Operator – Public Works Department Add One (1) FTE Equipment Maintenance Worker III – Public Works Department Add One (1) FTE Buyer – Finance Department
Add One (1) FTE Human Resources Analyst I/II - Human Resources Department B. RECLASSIFY THE FOLLOWING BUDGETED ALLOCATED POSITIONS:

Reclassify One (1) FTE Economic Development Director to Director of Economic Development and Strategic Initiatives – City Manager’s Office
Reclassify One (1) FTE Housing Authority Administrator to Housing Official – City Manager’s Office C. DELETE/DEFUND THE FOLLOWING BUDGETED ALLOCATION POSITIONS:

Defund One (1) FTE Deputy City Manager
Delete One (1) FTE Building Safety and Housing Director Delete One (1) FTE Building Inspector
PASSED AND ADOPTED this ______ day of _________, 2024, by the following vote:

AYES:

Page 563 of 1026 ends

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED:
__________________________ ______________________
Suzanne Guzzetta, City Clerk Carmen Montano, Mayor
APPROVED AS TO FORM:
___________________________
Michael Mutalipassi, City Attorney

Page 564 of 1026 ends

RESOLUTION NO. ________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MILPITAS AMENDING RESOLUTION NO. 1626, THE CLASSIFICATION PLAN, TO ADJUST HOURLY RATE RANGES FOR CLASSIFICATIONS DUE TO A MINIMUM WAGE INCREASE PURSUANT TO ORDINANCE NO. 292 WHEREAS, the City of Milpitas has a Classification Plan adopted as Resolution No. 1626 on December 17, 1968, which has been amended from time to time, and which is in accordance with the Personnel Rules and Regulations of the City of Milpitas (Resolution No. 792 as amended); and
WHEREAS, salary increases granted to temporary classifications pursuant to changes in Resolution No. 6598, the Resolution providing compensation for unrepresented part-time temporary employees, have been incorporated into Resolution No. 1626, the Classification Plan.

WHEREAS, amendments to the Classification Plan are necessary to account for changes within the organization, transfer of duties, new job responsibilities, and adjustments to salary ranges; and WHEREAS, the City of Milpitas local minimum wage ordinance, Ordinance No. 292, established the minimum wage hourly rate effective July 1, 2023 as $17.20 per hour; and WHEREAS, the City of Milpitas updated its minimum wage ordinance effective July 1, 2024; and WHEREAS, the City must update its hourly rate for certain classifications currently below the $17.70 hourly rate in conformance with Ordinance No. 292.

NOW THEREFORE, the City Council of the City of Milpitas hereby finds, determines, and resolves as follows:

Furthermore, the recitals set forth above are found to be true and correct and are incorporated herein by reference.

2. The table below contains hourly wage adjustments for classifications that are currently below the minimum wage of $17.70 per hour and all other hourly range classifications that required adjustments in order to address compaction.

3. Resolution No. 1626, as amended, is hereby further amended to adjust the hourly rate ranges for the below listed classifications effective July 1, 2024, as follows:

From To
Title Step A Top Step Step A Top Step
Lifeguard $17.20 $22.88 $17.70 $22.88
Assistant Pool Manager $22.16 $27.70 $22.16 $28.55
Pool Manager $23.22 $28.15 $23.22 $29.90
Recreation Administrative Assistant $17.20 $23.96 $17.70 $24.66 Recreation Attendant $17.20 $23.96 $17.70 $24.66
Recreation Leader $17.20 $23.96 $17.70 $24.66
Staff Assistant $17.20 $26.62 $17.70 $27.39
Student Intern $17.20 $26.62 $17.70 $27.39

4. These adjusted hourly rate ranges will be included in the All Job Classifications/Salary Table attached to the June 4, 2024 Resolution of the City Council of the City of Milpitas amending Resolution No. 1626, the Classification Plan, to Adjust the Salary Schedules for all MEA, ProTech, MidCon, and Miscellaneous Unrepresented and Police Unrepresented Classifications.

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PASSED AND ADOPTED this ______ day of _________, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

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RESOLUTION NO. ________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MILPITAS AMENDING THE

CLASSIFICATION PLAN OF UNREPRESENTED MANGEMENT EMPLOYEES AND AUTHORIZING

FRINGE BENEFITS
WHEREAS, the City of Milpitas Unrepresented Management Employees are not organized or represented for the purposes of meeting and conferring with the City in the areas of salary, benefits, and working conditions; and WHEREAS, on December 17, 1968, the City of Milpitas established a Classification Plan adopted as Resolution No. 1626, which has been amended from time to time and which is in accordance with the Personnel Rules and Regulations of the City of Milpitas (Resolution No. 792, as amended); and WHEREAS, amendments to the Classification Plan are necessary to account for changes within the organization, including transfer of duties, new job responsibilities, and adjustments to salary ranges; and WHEREAS, on July 7, 1981, the City Council of the City of Milpitas adopted Resolution No. 3558 to authorize compensation and fringe benefits for all exempt employees and City Council; and WHEREAS, on May 17, 2022, the City Council amended the fringe benefits for Unrepresented Management Employees; and
WHEREAS, from time to time, the City Council amends Unrepresented Management Employee titles, which are now reflected in the attached Exhibit A; and
NOW, THEREFORE, the City Council of the City of Milpitas hereby finds, determines, and resolves as follows:

Furthermore, the recitals set forth above are found to be true and correct and are incorporated herein by reference.

2. The City Council adjust the salary ranges for Unrepresented Management Employees, as set out in the All Job Classifications / Salary Table attached to the June 4, 2024 Resolution of the Milpitas City Council amending Resolution No. 1626, the Classification Plan, to Adjust the Salary Schedules for all MEA, ProTech, MidCon, and Miscellaneous Unrepresented and Police Unrepresented Classifications.

3. The City Council hereby authorizes the revised fringe benefits listed in Exhibit A, attached hereto, for Unrepresented Management Employees.

PASSED AND ADOPTED this ______ day of _________, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED:

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__________________________ ______________________
Suzanne Guzzetta, City Clerk Carmen Montano, Mayor
APPROVED AS TO FORM:
___________________________
Michael Mutalipassi, City Attorney

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EXHIBIT A

UNREPRESENTED MANAGEMENT

BENEFITS PACKAGE
Effective July 1, 2024
MISCELLANEOUS EXEMPT CLASSIFICATIONS:

UNREPRESENTED EXECUTIVE STAFF - Assistant City Manager, Deputy City Manager, City Clerk, Director of Economic Development and Strategic Initiatives, Director of Finance, Human Resources Director, Information Technology Director, Planning Director, Public Works Director, and Recreation and Community Services Director UNREPRESENTED MANAGEMENT STAFF - Assistant City Attorney*, Assistant Finance Director*, Assistant Director Recreation and Community Services*, Building Official*, City Engineer*, Deputy City Attorney, Deputy Information Technology Director*, Deputy Public Works Director*, Human Resources Manager*, Finance Manager, Housing Official*, Planning Manager*, Plan Review Manager, Police Support Services Manager, Public Information Officer*, Public Works Manager, Public Works Division Manager - Engineering, Public Works Division Manager - Operations, Public Works Division Manager - Utilities POLICE EXEMPT CLASSIFICATIONS:

UNREPRESENTED EXECUTIVE STAFF - Police Chief UNREPRESENTED MANAGEMENT STAFF - Assistant Police Chief* and Police Captain FIRE EXEMPT CLASSIFICATIONS:

UNREPRESENTED EXECUTIVE STAFF - Fire Chief UNREPRESENTED MANAGEMENT STAFF - Deputy Fire Chief*, Chief Fire Enforcement Officer, and Assistant Fire Marshal
*2nd in charge

BENEFITS DESCRIPTION ELIGIBLE
MERIT INCREASES Employees are eligible for merit-based salary increases annually, provided they are not at the maximum of their compensation range. The City manager will have the authority to recommend the amount of the merit increase.

All
HEALTH PLANS The City provides CalPERS medical coverage. City paid premium is capped at the Kaiser rates for each level of coverage. Only active employees who have eligible dependents enrolled in the plan are eligible for City-paid premium above the single plan rate.

All
HEALTH PLAN WAIVER Employees who are covered as an eligible dependent under another health insurance plan may waive health converge and receive a total of $250 per month in lieu of medical plan coverage with appropriate documentation. (no change since 1999) All
LIFE INSURANCE $50,000 for full-time employees All
SHORT TERM DISABILITY City provides a plan similar to State Disability Insurance Miscellaneous Police: Covered under the MPOA Trust Fund Police Captains Only Fire: None (See Family Leave provision) Fire
LONG TERM DISABILITY After the first 60 days, coverage at 60% of base salary up to $1,500 per month. Additional buy-up options are available.

Miscellaneous
Coverage for Police is provided through California Law Enforcement Association (CLEA). Police Coverage for Fire is provided through California Association of Professional Firefighters (CAPFF).

Fire
DENTAL--Misc and Fire City provides a self-funded Delta Dental plan with graduated benefits based on years of service, including preventative, routine, major, and orthodontia.

Miscellaneous and Fire
DENTAL--Police City provides Delta Dental coverage. Police VISION City provides a vision plan for eye examination, lenses and frames. All TRUST FUND $50 per month contribution into the MPOA Trust Fund for spousal/dependent coverage and Short Term Disability coverage
Police Captains Only
DEFERRED COMPENSATION--SECTION 457
PLAN
City provides $900 per year toward deferred compensation (no change since 1999), with contributions being pro-rated per pay period (approximately $34.62 per pay period).

Employees are eligible to voluntarily participate in the plan.

Unrepresented
Management Staff
DEFERRED COMPENSATION--SECTION 457
PLAN
Employees are eligible to voluntarily participate in the plan. Unrepresented Executive Staff
Version date 07/01/2024

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401a The City provides a 401a plan with a 1% employee contribution upon initial enrollment, increasing by 0.25% each subsequent July 1, up to a maximum of 5% employee contribution. Enrolled participants shall have the value of vacation accruals over 260 hours put into their 401a effective the pay period including June 1 of each year. Upon seperation enrolled participants shall have one-half of vacation pay put into the plan. City contributes $900 per year into the 401a plan, with contributions being pro-rated per pay period (approximately $34.62 per pay period).

Unrepresented Executive
Staff
FLEXIBLE SPENDING PLAN City offers employees who wish to participate a pre-tax deduction for an IRS Section 125 plan for medical expenses, premiums; child or elder care expenses; or traffic and vanpooling.

All
Version date 07/01/2024

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BENEFITS DESCRIPTION ELIGIBLE
EMPLOYEE ASSISTANCE PROGRAM (EAP) City offered plan: 5 visits per incident per calendar year for Unrepresented Miscellaneous & Fire employees.

Miscellaneous & Fire
City offered plan: 15 visits per calendar year for Unrepresented Police employees. Police VACATION LEAVE ACCRUALS 40 hour employees: Years of Service Yearly Accruals All 0-4 16 Days
5-9 21 Days
10-14 26 Days
15-19 31 Days
20 + 36 Days
VACATION CARRYOVER RATE Maximum number of hours that can be carried over is 260 hours for 40 -hour employees.

Accruals in excess of maximum will be cashed out at the end of the pay period including June 1.

Unrepresented
Management & Fire
Maximum number of hours that can be carried over is 260 hours. Accruals in excess of the maximum will be cashed out effective the end of the pay period including June 1. The value of accruals in excess of the maximum will be deposited into the 401a plan effective the end of the pay period including June 1.

Unrepresented Executive
Staff
336 hours for Police Management employees. Hours over maximum will be cashed out at the end of the pay period including June 1.

Police
City Manager may authorize approval to carry over vacation hours in excess of the maximum.

Unrepresented
Management

VACATION CASH-OUT PER IRS CONSTRUCTIVE

RECEIPT
Unrepresented Employees may elect to cash out up to 80 hours of accrued vacation hours each calendar year.

Unrepresented
Management & Fire

VACATION CASH-OUT PER IRS CONSTRUCTIVE

RECEIPT
Unrepresented Executive Employees may elect to cash out any hours above 260 or up to 80 hours of accrued vacation hours each calendar year, whichever is greater.

Unrepresented Executive
Staff
VACATION ACCRUAL Accrual tier will be based on total years of public service. All VACATION USE No minimum waiting period for use of accrued vacation. All MANAGEMENT INCENTIVE PAID (MIP) LEAVE Eligible employees will accrue 5 hours of Management Incentive Paid Leave (MIP) for each full pay period worked. Maximum carryover is 260 hours. Hours cannot be cashed out during employment, or at separation.

Executive Staff & 2nd in
charge
MANAGEMENT LEAVE Eligible employees will receive 40 hours of Management Leave added to their Floating Holiday Bank on the pay period following December 31. Employees appointed mid-year will receive pro-rated amount based on date of hire/promotion. Hours can be taken in any increment. There is no annual carryover and hours cannot be cashed out during employment, or at separation. An additional 40 hours of Management Leave can be earned with Department Head recommendation and City Manager approval upon annual evaluation for past performance.

Unrepresented Staff Only
(Staff that receive MIP are
not eligible for Management
Leave)
SICK LEAVE ACCRUALS 12 work days per year. 8 hours = 1 work day All SICK LEAVE PAY-OFF--Separating Employees
(Not Retiring)
Employees hired prior to July 18, 1999, with 5 years of service, separating in "good standing" as determined by the City Manager may elect to cash in sick leave using this formula: 2.5% x Yrs. of Service x highest hourly rate x sick leave hours accrued.

Miscellaneous
Employees hired after January 1, 1995, with 5 years of service, separating in "good standing" as determined by the City Manager may use this formula:

Fire
After 4th year: .25%/year x hourly rate x accrued sick leave After 9th year: .50%/year x hourly rate x accrued sick leave After 14th year: .75%/year x hourly rate x accrued sick leave After 19th year: 1.0%/year x hourly rate x accrued sick leave Employees hired after July 18, 1999, with 5 years of service, separating in "good standing" as determined by the City Manager may use this formula:

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BENEFITS DESCRIPTION ELIGIBLE

SICK LEAVE CASH OUT

PER IRS CONSTRUCTIVE RECEIPT
In January, an employee with 5 years of service may elect sick leave cash-out in accordance with the terms in Sick Leave Pay-Off above.

Fire
For employees hired on or before 7/17/99, each November, an employee with 5 or more years of service may elect to cash out accrued sick leave. Payout shall be in accordance with appropriate pay out formulas. The maximum annual amount shall not exceed 50% of employees sick leave balance. Employees eligible for this benefit shall at all times maintain a sick leave balance of at least 240 hours .

Miscellaneous & Police
HOLIDAYS The City observes 12 holidays:

January 1 (New Years), Third Monday in January (Dr. Martin Luther King's Birthday), Third Monday in February (Washington's Birthday), March 31, Cesar Chavez Day, Last Monday in May (Memorial Day), July 4, First Monday in September (Labor Day), November 11 (Veterans Day), Thanksgiving Day, Day After Thanksgiving, Christmas Eve, Christmas Day.

All
FLOATING HOLIDAY Each calendar year 8 hours of floating holiday to be used by December 31 of each year otherwise it will be lost.

All
FITNESS PROGRAM Offers employees free access to City-sponsored sports and fitness programs. All TUITION & TRAINING City provides reimbursement for education up to $3,000 per year. Work related training costs including transportation and lodging expenses.

All
MILEAGE REIMBURSEMENT Use of personal vehicle for City business will be reimbursed at the IRS established rate.

Not eligible for Mileage Reimbursement if receiving a car allowance.

All
CAR ALLOWANCE $550 per month Unrepresented Executive
Staff
CALPERS RETIREMENT 2.7% at 55 Retirement Plan including the final year compensation amendment for those employed before 10/9/2011. (Employee pays 8% contribution rate).

Miscellaneous
Tier 2 (Classic): 2% at 60 Retirement Plan including the final three-year compensation average for those Classic employees hired on or after 10/9/2011. (Employee pays 7% contribution rate).

Miscellaneous
Tier 3 (PEPRA): 2% at 62 Retirement Plan including the final three-year average compensation for employees hired on or after 01/01/2013. (Employee contribution rate as stated in CalPERS actuarial report).

Miscellaneous

3.0% at 50 Plan, The 1959 Survivors Benefit in full force and effect. (Fire pays 12%; Police pays 9%).

Police & Fire
Tier 2 (Classic): 3.0% at 55 Plan, Effective 4/8/2012. Including three-year compensation average; The 1959 Survivors Benefit in full force and effect. (Police pays 9%; Fire pays 12%).

Police & Fire
Tier 3 (PEPRA): 2.7% at 57 Plan, Effective 1/1/2013. Including three-year compensation average; The 1959 Survivors Benefit in full force and effect. (Employee contribution rate as stated in CalPERS actuarial report).

Police & Fire
PERS ENHANCEMENTS Military Service Buy-back (GC 21024) All PERS Credit for Unused Sick Leave (GC 20965) All
Death Benefit (GC 21620) All
Prior Service Credit ( GC20055) All
1959 Survivor's Benefit (GC21573) All
EYEGLASS REIMBURSEMENT Reimbursement up to $175 per fiscal year for eyeglasses and $200 for bifocals when prescribed by a physician for use at a video display terminal provided the glasses are not covered by health or vision plan first.

All
SAFETY EQUIPMENT The City shall furnish appropriate safety equipment, the employee shall maintain in good order, and is the City's property.

Fire
UNIFORM ALLOWANCE $1,000 per year for 40 hour employees plus one pair of safety shoes every 2 years. Fire $1,350 per year for 40 hour employees. Police
FAMILY LEAVE Up to 80 hours of sick leave to care for a family member including: mother, father, spouse, registered domestic partner, brother, sister, son/daughter, grandparents, or domestic partner, whether the immediate family member is of the employee's or spouse's family, including step or adopted relatives. It also includes concurrent use of sick leave accruals for self or other accruals for eligible family members under FMLA or CRFA.

All
Fire personnel may use 14 days of accrued sick leave (without medical note) for birth or adoption of a child.

Fire
Version date 07/01/2024

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BENEFITS DESCRIPTION ELIGIBLE
FAMILY LEAVE (continued) Fire Unrep may use available sick leave for family medical purposes including same members as above. The use of family leave shall be limited to 80 hours per calendar year.

Family medical purposes shall mean illness, accident, medical appointments or other related occurrences. Fire Unrep may take up to four months unpaid family or medical leave within a 24 month period, unless they qualifiy for FMLA/CFRA and this benefit is greater, for the following:

Fire
Birth, adoption, or serious illness of a child; self, parent, spouse, or registered domestic partner of an employee.

City will provide benefit coverage for up to 4 months and employee may elect to continue benefits at his/her own expense for up to an additional 18 months.

Available leave balances must be exhausted first prior to leave without pay.

COMPASSIONATE LEAVE City provides up to 40 hours of paid leave in the event of the death of an eligible family member (same family members as in Family Leave).

All
MILITARY LEAVE Paid military leave is provided for active and temporary duty in accordance with City policy and provisions of the State and Federal Laws.

All
JURY LEAVE City provides paid time upon jury summons if called to duty. All LEAVE OF ABSENCE An unpaid personal leave of absence is available upon approval of the City Manager. All FMLA/CFRA Employees may take up to 12 weeks paid/unpaid family or medical leave under Family Medical Leave Act (FMLA) or California Family Rights Act (CFRA) within a 12 month period for the following: birth or adoption; serious illness of a child, self, parent or spouse; or baby bonding. Employee must exhaust available leave balances to qualify for leave without pay. Benefits will be covered during FMLA/CFRA leave.

All
WORKERS COMPENSATION First 80 hours of lost work time is covered at 100% pay; next 240 hours at 80% pay. All Sworn Police and Fire employees are eligible for up to one year paid workers' compensation leave per labor code 4850.

Sworn Police and Fire
MEDICARE Both City and employee contribute, if hired after March 31, 1986. All SEVERANCE PAY If employee is terminated for reasons other than "for cause" employee would be eligible for up to 16 weeks of salary plus benefits, depending on date of hire. For additional details, see Muni Code section VI-3-4.00 - Severance Payments for Specified At-Will Positions.

All

RETIREMENT BENEFITS
ELIGIBILITY CRITERIA Eligibility for retiree benefits is predicated upon retirement from CalPERS Retirement System.

All
SICK LEAVE CASH-OUT Upon retirement, disability retirement, or death, for those employees who were hired on or before 7/17/99, and who had at least 5 years of service, the City shall pay retiree or estate for unused accrued sick leave using this formula: 2.5% x years of service x highest hourly rate x sick leave hours.

Miscellaneous and Police
Upon retirement, disability retirement, or death, for those employees who were hired on or before 1/1/95, and who had at least 5 years of service, the City shall pay retiree or estate for unused accrued sick leave using this formula: 2.5% x years of service x highest hourly rate x sick leave hours.

Fire
Employees hired after January 1, 1995, with 5 years of service, separating in "good standing" as determined by the City Manager may use this formula:

Police
After 4th year: .25%/year x hourly rate x accrued sick leave After 9th year: .50%/year x hourly rate x accrued sick leave After 14th year: .75%/year x hourly rate x accrued sick leave After 19th year: 1.0%/year x hourly rate x accrued sick leave SICK LEAVE CREDIT Upon retiring with PERS, all employees shall be eligible for the PERS Credit for Unused Sick Leave provision (20965). Employees hired prior to July 17, 1999 may choose a cash out or Credit for Unused Sick Leave.

All
RETIREMENT MEDICAL COVERAGE See Unrepresented Employee Benefit Handbook All Version date 07/01/2024

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BENEFITS DESCRIPTION ELIGIBLE
DISABILITY RETIREMENT For Medical Coverage: employees on disability retirement who had at least 5 years of fulltime or equivalent service with the City and retired after June 30, 2003, the City agrees to contribute up to "the retiree cap amount" or until the retiree is re-employed.

Police
RETIREE DENTAL Benefits may be continued at the retiree's expense 50% of City's Premium. Miscellaneous and Fire Benefits may be continued at the retiree's expense. Police RETIREE VISION Benefits may be continued at the retiree's expense. All RETIREE SPOUSAL/ DEPENDENT MEDICAL PLAN 1% of payroll plus benefits contributed to a specific fund to assist in paying for spousal/dependent medical premiums for each of the following groups: Miscellaneous Unrep, Police Unrep and Fire Unrep. If fund is depleted, reimbursement will end for FY.

All
See Dependent Benefits Grid
SAFETY EQUIPMENT Upon retirement, the city shall give a command officer his/her service weapon and holsters without charge if either (1) the Milpitas Police Chief endorses an identification certificate approving the officer carrying a concealed and loaded firearm or (2) a hearing board determines that, under Penal Code section 12027.1, at the time the officer retired from the Milpitas Police Department, the employee had a right to a certificate permitting the carrying of a concealed and loaded firearm.

Police
Version date 07/01/2024

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RESOLUTION NO. ________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MILPITAS AMENDING THE

CLASSIFICATION PLAN TO ADJUST SALARY RANGES FOR SELECT CLASSIFICATIONS AND

AMENDING THE SALARY SCHEDULES FOR VARIOUS CLASSIFICATIONS TO ALIGN WITH THE CURRENT MEMORANDUMS OF UNDERSTANDING (MOUs)
WHEREAS, the City of Milpitas has a Classification Plan adopted as Resolution No. 1626 on December 17, 1968, which has been amended from time to time, and which is in accordance with the Personnel Rules and Regulations of the City of Milpitas (Resolution No. 792 as amended); and
WHEREAS, amendments to the Classification Plan are necessary to account for changes within the organization, transfer of duties, new job responsibilities, and adjustments to salary ranges; WHEREAS, the annual budget process necessitates changes in position authorizations that result from modifications made to the Classification Plan.

NOW, THEREFORE, the City Council of the City of Milpitas hereby finds, determines, and resolves as follows:

Furthermore, the recitals set forth above are found to be true and correct and are incorporated herein by reference.

2. The Council hereby approves the new salary ranges for the following classifications:

Title Annual Salary Range:

Director of Economic Development and Strategic
Initiatives
$179,647.74 - $251,996.85
Housing Official $151,794.66 - $212,517.78

3. Resolution No. 1626, as amended, is hereby further amended effective July 14, 2024, as follows:

The City Council hereby adopts the salary schedule attached hereto as Exhibit A (“All Job Classifications/Salary Table Effective July 14, 2024”), which includes updated salary ranges for the following classifications:
a. New salary ranges for classifications summarized in the preceding section of this resolution. b. All classifications represented by Milpitas Employees Association (MEA), Professional and Technical Unit (ProTech), and Mid-Management and Confidential Unit (MidCon) in accordance with the following Memorandums of Understanding (MOUs):
• Milpitas Employees Association MOU dated July 1, 2023 – June 30, 2025 • Professional and Technical Unit MOU dated July 1, 2023 – June 30, 2025 • Mid-Management and Confidential Unit MOU dated July 1, 2019 – June 30, 2023, extended by side letter through June 30, 2025
c. All classifications included in the Unrepresented Miscellaneous group and the Unrepresented Police group, in accordance with the following:
• Unrepresented Management Employees Salary increase of three percent (3%) to align with Mid-Management and Confidential Unit (MidCon) per this Council resolution • Unrepresented Police Employees Salary increase of six and half percent (6.5%) retroactive to January 14, 2024 to align with MPOA per Council action on March 3, 2020.

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PASSED AND ADOPTED this ______ day of _________, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

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CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Adopt a Resolution Certifying Election Results and Adding the Properties Located at 675 Trade Zone Blvd and 1951 Tarob Court into Community Facilities District No. 2008-1 (Annexation No. 26) (Staff Contact: Christian Di Renzo, Public Works Director, 408-586-2602 and Michael Silveira, City Engineer, 408-586-3355)
Category: Public Hearings-Community Development
Meeting Date: 6/4/2024
Recommendation: Following receipt of election results from the City Clerk, adopt a resolution certifying election results and adding the properties located at 675 Trade Zone Blvd and 1951 Tarob Court into Community Facilities District No. 2008-1 (Annexation No. 26).

BACKGROUND:

On February 27, 2023, the City Council approved a Site Development Permit (SD22-0006), Conditional Use Permit (UP22-0002), Vesting Tentative Map (MT22-0002), Density Bonus Permit (DB22-0001), Tree Removal Permit (TR22-0006) and Environmental Assessment (EA22-0003), to allow the construction of 78 townhome condominiums and twelve (12) accessory dwelling units consisting of thirteen (13) multi-family residential buildings on 4.1 acres located within the Transit Area Specific Plan / Milpitas Metro Specific Plan Area at 675 Trade Zone Boulevard and 1951 Tarob Court (“Project”) to be constructed by Toll West Coast, LLC (“Developer”).

ANALYSIS:

The Project is comprised of:
• Parcel One: Parcel 2 as shown on the parcel map filed September 20, 1993 in book 650 of maps, pages 25 and 26 in the office of the Recorder of the County of Santa Clara, State of California; and • Parcel Two: Parcel 3 as shown on that certain map entitled, “Parcel Map”, which map was filed for record in the office of the recorder of the County of Santa Clara, State of California on November 28, 1978 in book 431 of maps, page(s) 2 and 3)
The Project is subject to annexation into Community Facilities District No. 2008-1 (CFD 2008-1). The City has on file a Certificate of Registrar of Voters from the County of Santa Clara certifying there are zero (0) registered voters within the boundaries of the proposed CFD 2008-1 – Annexation No. 26 for this development. On May 30, 2024, the property owners voted on agree the proposed Annexation No. 26. The proposed resolution attached hereto, depending on the results of the election to be determined at the hearing, documents the anticipated results of the election on annexation into CFD 2008-1 which is subject to the provisions of the Mello-Roos Community Facilities Act of 1982, commencing with Section 53311 of the Government Code.

While the Act has several requirements for annexation and imposition of the special tax, the Developer (as the sole landowner within the annexation territory) has agreed to waive many of the formalities. A copy of the waiver executed by the Developer is on file with the City Clerk.

POLICY ALTERNATIVE(S):

Alternative 1: Deny Annexation of the Project to CFD 2008-1.

Pros: None
Cons: Denying the Annexation of the Project into the CFD No. 2008-1 would prevent the City from funding necessary public services through levying special taxes on these parcels.

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Reason for Not Recommending: Staff recommends adopting a resolution certifying the election results and adding the Project to CFD 2008-1 to adequately fund the perpetual maintenance of improvements and services within Annexation No. 26.

FISCAL IMPACT:

Adding the Project to the CFD No. 2008-1 would allow the City to levy special taxes on this parcel to fund public services to support the development.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA):

This project is covered under the scope of activities approved under the Transit Area Specific Plan Environmental Impact Report, SCH2006032091, which was certified by City Council on June 3, 2008. On February 7, 2023, the City Council found that the project is exempt from further environmental review pursuant to CEQA Guidelines Section 15183.3(b) (Residential Infill) in that the project is located in an urban area that has either been previously developed or that adjoins existing qualified urban uses on at least 75 percent of the site’s perimeter; satisfies the performance standards provided in CEQA Guidelines Appendix M; and is consistent with the general use designation, density, building intensity, and applicable policies specified for the project area in either a sustainable communities strategy or an alternative planning strategy.

Furthermore, there is no reasonable possibility the project will have a significant effect on the existing environment due to unusual circumstances, no substantial changes with respect to residential infill in the immediate area have occurred since community-level environmental review was certified (June 3, 2008), no new information has become available regarding any residential infill project, and could not have been known at the time that community-level environmental review was certified and adopted. As a separate and independent basis, the Project is also exempt from further environmental review pursuant to CEQA Guidelines Section 15182 (Projects Pursuant to a Specific Plan).

RECOMMENDATION:

Following receipt of the election results from the City Clerk, adopt a resolution certifying election results and adding 675 Trade Zone Boulevard and 1951 Tarob Court to Community Facilities District No. 2008-1 (Annexation No. 26).

ATTACHMENT(S):
(a) Resolution

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RESOLUTION NO. ____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MILPITAS CERTIFYING THE RESULTS OF AN ELECTION AND ADDING TERRITORY TO COMMUNITY FACILITIES DISTRICT NO. 2008-1 (PUBLIC SERVICES)
(Annexation No. 26)
WHEREAS, the City Council of the City of Milpitas (the “City Council”) has previously formed Community Facilities District No. 2008-1 (Public Services) (“CFD No. 2008-1”) pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”), as amended, for the purpose of financing certain Public Services; and WHEREAS, acting pursuant to the Act, the City Council also authorized by the adoption of Resolution No. 8601 (the “Resolution Authorizing Future Annexation”) the annexation in the future of territory to CFD No. 2008-1, such territory designated as Future Annexation Area, Community Facilities District No. 2008-1 (the “Future Annexation Area”); and
WHEREAS, at this time the unanimous consent to the annexation of certain territory located within the Future Annexation Area to CFD No. 2008-1 has been received from the property owner of such territory, and such territory has been designated as Annexation No. 26 (the "Territory"); and WHEREAS, less than twelve (12) registered voters have resided within the Territory for each of the ninety (90) days preceding the election date established for the Territory, therefore, pursuant to the Act the qualified elector of the Territory shall be the "landowner," as such term is defined in Government Code Section 53317(f), of such Territory and such landowner who is the owner of record as of the applicable election date, or the authorized representative thereof, shall have one vote for each acre or portion of an acre of the parcel of land that landowner owns within such Territory; and
WHEREAS, the time limit specified by the Act for conducting an election to submit the levy of the special taxes on the Territory to the qualified elector thereof and the requirements for impartial analysis and ballot arguments have been waived with the unanimous consent of the qualified elector of the Territory; and WHEREAS, the City Clerk of the City of Milpitas has caused a ballot to be distributed to the qualified elector of the Territory, has received and canvassed such ballot and made a report to the City Council regarding the results of such canvass, a copy of which is attached as Exhibit A hereto and incorporated herein by this reference; and WHEREAS, at this time the measure voted upon and such measure did receive the favorable vote of the qualified elector of the Territory, and the City Council desires to declare the results of the election; and WHEREAS, a map showing the Territory and designated as Annexation Map No. 26 (the "Annexation Map"), a copy of which is attached as Exhibit B hereto and incorporated herein by this reference, has been submitted to this legislative body.

NOW, THEREFORE, the City Council of the City of Milpitas, California, acting as the legislative body of Community Facilities District No. 2008-1, hereby finds, determines and resolves as follows:

1. Recitals. The above recitals are true and correct.

2. Findings. This legislative body does hereby further determine as follows:

A. The unanimous consent as described in the recitals hereto to the annexation of the Territory to CFD No. 2008-1 has been given by the owner of the Territory and such consent shall be kept on file in the Office of the City Clerk of the City of Milpitas.

B. Less than twelve (12) registered voters have resided within the Territory for each of the ninety (90) days preceding the election date established for the each of the parcels located within the

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2 Resolution No. ____
Territory, therefore, pursuant to the Act the qualified elector for the Territory shall be the "landowner" of the Territory as such term is defined in Government Code Section 53317(f).

C. The qualified elector of the Territory has voted in favor of the levy of special taxes on the Territory upon its annexation to CFD No. 2008-1.

3. Territory. The boundaries and parcels of property within the Territory and on which special taxes will be levied in order to pay for the costs and expenses of authorized Public Services are shown on the Annexation Map as submitted to and hereby approved by this legislative body.

4. Declaration of Annexation. This legislative body does hereby determine and declare that the Territory, and each parcel therein, is now added to and becomes a part of CFD No. 2008-1. The City Council, acting as the legislative body of CFD No. 2008-1, is hereby empowered to levy the authorized special tax within the Territory.

5. Notice. Immediately upon adoption of this Resolution, notice shall be given as follows:

A. A copy of the Annexation Map as approved shall be filed in the Office of the County Recorder no later than fifteen (15) days after the date of adoption of this Resolution.

B. An Amendment to the Notice of Special Tax Lien (Notice of Annexation) shall be recorded in the Office of the County Recorder no later than fifteen (15) days after the date of adoption of this Resolution.

6. Effective Date. This Resolution shall become effective upon its adoption.

PASSED AND ADOPTED this _____ day of __________, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

Suzanne Guzzetta, City Clerk
APPROVED:

Carmen Montano, Mayor
APPROVED AS TO FORM:
__________________________________
Michael Mutalipassi, City Attorney

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Exhibit A

EXHIBIT A

CERTIFICATE OF ELECTION OFFICIAL

AND STATEMENT OF VOTES CAST

STATE OF CALIFORNIA )
) ss.

COUNTY OF SANTA CLARA )
The undersigned, ELECTION OFFICIAL OF THE CITY OF MILPITAS, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, DOES HEREBY CERTIFY that pursuant to the provisions of Section 53326 of the Government Code and Division 12, commencing with Section 17000 of the Elections Code of the State of California, I did canvass the returns of the votes cast at the

CITY OF MILPITAS
COMMUNITY FACILITIES DISTRICT NO. 2008-1
(PUBLIC SERVICES)

SPECIAL ELECTION
ANNEXATION NO. 26
held on the election date established for each parcel located within the territory included in Annexation No. 26.

I FURTHER CERTIFY that this Statement of Votes Cast shows the whole number of votes cast in the area proposed to be annexed to Community Facilities District No. 2008-1 for or against the Measure are full, true and correct.

VOTES CAST ON PROPOSITION 1: YES
NO
WITNESS my hand this day of , 20__.

SUZANNE GUZZETTA, CITY CLERK

ELECTION OFFICIAL

CITY OF MILPITAS

OF THE STATE OF CALIFORNIA

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Exhibit B

EXHIBIT B

ANNEXATION MAP

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CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Conduct a Public Hearing and Adopt a Resolution Confirming the Assessment and Ordering the Levy for the Landscaping and Lighting Maintenance Assessment District No. 95-1 - McCarthy Ranch for Fiscal Year 2024-25 (Staff Contact: Christian Di Renzo, Public Works Director, 408-586-2602; Michael Silveira, City Engineer, 408-586-3303)
Category: Public Hearings-Community Development
Meeting Date: 6/4/2024
Recommendation: (1) Open the public hearing, receive any comments, and move to close the hearing following any testimony; and (2) Adopt a Resolution confirming the assessment and ordering the levy for Landscaping and Lighting Maintenance Assessment District No. 95 -1 - McCarthy Ranch for Fiscal Year 2024-25.

BACKGROUND:

Landscaping and Lighting Maintenance Assessment District No. 95 -1 - McCarthy Ranch (LLMD 95-1 McCarthy Ranch) provides for the maintenance and improvement of public landscaping, irrigation systems, pedestrian lighting, gateway columns and entry signs along portions of North McCarthy Boulevard and the Ranch Drive gateway between State Route 237 and Dixon Landing Road in the areas as shown on the attached location map (Attachment 3).

ANALYSIS:

On May 7, 2024, the City Council adopted Resolution No. 9319 approving the Annual Engineer’s Report and Resolution No. 9320 declaring its intention to levy and collect an assessment for Fiscal Year 2024-25 for the LLMD 95-1 McCarthy Ranch.

An annual public hearing is necessary to adopt a resolution confirming the assessment and ordering the levy for the LLMD 95 -1 - McCarthy Ranch for Fiscal Year 2024-25 (Attachment 1), and the Annual Engineer’s Report (Attachment 2) to provide funds for the district. The total assessment for Fiscal Year (FY) 2024-25 is $0.0381 per lot square foot, with an assessment rate not exceeding the maximum rate per square foot of $0.0550. The FY 2024-25 rate is approximately 4.38% higher than the previous year’s rate of $0.0365.

POLICY ALTERNATIVE(S):

Alternative 1: Not approve the Resolution for LLMD 95-1 McCarthy Ranch.

Pros: None.

Cons: If the City Council does not adopt the Resolution according to the Landscaping and Lighting Act of 1972, the City will be unable to collect assessments for LLMD 95-1 McCarthy Ranch.

Reason not recommended: Staff recommends approving the Resolution confirming the assessment and ordering the levy for FY 2024-25 to allow for the continued maintenance and servicing of LLMD 95 -1 - McCarthy Ranch.

FISCAL IMPACT:

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The levy and collection of assessments provides the City with the needed resources for the maintenance and the servicing of improvements. The FY 2024-25 maintenance cost budget for the LLMD 95 -1 - McCarthy Ranch is estimated to be $462,838.00. The LLMD is also required to maintain an operating reserve.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA):

Levy and collection of an assessment is not considered a project under CEQA as there will be no direct or reasonably foreseeable indirect physical change in the environment.

RECOMMENDATION:

1. Open the public hearing, receive any comments, and move to close the hearing following any testimony.

2. Adopt a Resolution confirming the assessment and ordering the levy for Landscaping and Lighting Maintenance Assessment District No. 95 -1 - McCarthy Ranch for Fiscal Year 2024-25.

ATTACHMENT(S):
a) Resolution Confirming the Assessment and Ordering the Levy b) Engineer’s Report for LLMD 95 -1 - McCarthy Ranch
c) Location Map

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RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MILPITAS CONFIRMING THE

ASSESSMENT AND ORDERING THE LEVY FOR THE LANDSCAPING AND LIGHTING MAINTENANCE ASSESSMENT DISTRICT NO. 95-1 FOR FISCAL YEAR 2024-25
WHEREAS, the City Council previously completed its proceedings in accordance with and pursuant to the Landscaping and Lighting Act of 1972, Part 2, Division 15 of the California Streets and Highways Code (commencing with Section 22500) (the “Act”) to establish the Landscaping and Lighting Maintenance Assessment District (the “Assessment District”); and
WHEREAS, the City Council has retained NBS for the purpose of assisting with the annual levy of the Assessment District, and the preparation and filing of an Annual Report; and WHEREAS, the City Council has, by previous resolution, declared its intention to hold a Public Hearing concerning the levy and collection of assessments within the Assessment District; and WHEREAS, a Public Hearing has been held and concluded and notice thereof was duly given in accordance with Section 22626 of the Act; and
WHEREAS, at the time and place specified in the Resolution of Intention the City Council conducted such hearing and considered all objections to the assessment.

NOW, THEREFORE, the City Council of the City of Milpitas hereby finds, determines, and resolves as follows:

1. Confirmation of Assessment and Diagram: The City Council hereby confirms the assessment and the diagram as is described in full detail in the Annual Report on file with the City Clerk.

2. Levy of Assessment: Pursuant to Section 22631 of the Act, the adoption of this Resolution shall constitute the levy of an assessment for the fiscal year commencing July 1, 2024 and ending June 30, 2025.

3. Ordering of the Levy: The City Council hereby orders NBS to prepare and submit the levy of assessments to Santa Clara County for placement on the Fiscal Year 2024-25 secured property tax roll.

PASSED AND ADOPTED this _____ day of ____________, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED:
_____________________________ _____________________________ Suzanne Guzzetta, City Clerk Carmen Montano, Mayor
APPROVED AS TO FORM:
_____________________________
Michael Mutalipassi, City Attorney

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nbsgov.com
Prepared by:

Corporate Headquarters
32605 Temecula Parkway, Suite 100
Temecula, CA 92592
Toll free: 800.676.7516
Fiscal Year 2024/25 Annual Report For:

Landscaping and Lighting Maintenance
Assessment District No. 95-1
April 2024

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CITY OF MILPITAS
LANDSCAPING AND LIGHTING MAINTENANCE ASSESSMENT DISTRICT NO. 95-1 455 East Calaveras Boulevard
Milpitas, California 95035
Phone (408) 586-3000

CITY COUNCIL
Carmen Montano, Mayor
Evelyn Chua, Vice Mayor
Anthony Phan, Council Member
Hon Lien, Council Member
Garry Barbadillo, Council Member

CITY STAFF
Michael Silveira, PE, City Engineer
Luz Cofresi-Howe, Finance Director/Risk Manager
Christian Di Renzo, Public Works Director
NBS
Tim Seufert, Client Services Director
Amanda Welker, Project Manager
Tom Zetz, Administrator

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TABLE OF CONTENTS

1. Engineer’s Letter.............................................................................................................1

2. Plans and Specifications..................................................................................................3

2.1 Location of Improvements........................................................................................3

2.2 Landscaping Improvements......................................................................................3

2.3 Capital Improvements...............................................................................................4

2.4 Overhead...................................................................................................................4

3. Estimate of Costs............................................................................................................5

3.1 District Budget...........................................................................................................5

4. Special and General Benefit ............................................................................................7

4.1 Identification of Benefit ............................................................................................7

4.2 Special Benefits Identified.........................................................................................7

4.3 General Benefits Identified .......................................................................................8

4.4 Quantification of Benefit...........................................................................................8

4.5 Special Benefit Trips................................................................................................12

5. Method of Assessment ................................................................................................. 14

5.1 Introduction.............................................................................................................14

5.2 Method of Assessment Spread ...............................................................................14

5.3 Maximum Assessment Rates ..................................................................................15

5.4 Appeals....................................................................................................................15

6. Assessment Diagram..................................................................................................... 16

7. Assessment Roll............................................................................................................ 17

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City of Milpitas
Fiscal Year 2024/25 – LLMAD No. 95-1 Annual Report 1

1. ENGINEER’S LETTER
WHEREAS, in 1995, the City Council of the City of Milpitas (the “City”), State of California, under the Landscaping and Lighting Act of 1972 (the “Act”), created the City of Milpitas Landscaping and Lighting Maintenance Assessment District No. 95-1 (the “District”) in order to provide for the continued maintenance, operation, and administration of various improvements within the boundaries of the District; and
WHEREAS, the City Council has directed NBS to prepare and file a report for Fiscal Year 2024/25 in accordance with Chapter 1, Article 4 of the Act presenting plans and specifications describing the general nature, location, and extent of the improvements to be maintained; an estimate of the costs to maintain, operate, and service the improvements for the District for the referenced fiscal year; a diagram for the District showing the area and properties to be assessed; and an assessment of the estimated costs to maintain and service the improvements, stating the net amount to be assessed upon all assessable lots or parcels within the District in proportion to the special benefit received.

NOW THEREFORE, the following assessments have been calculated in accordance with the assessment methodology adopted and approved by the City Council at the time of District formation, and are made to cover the portion of the estimated costs of maintenance, operation, and servicing of the improvements, to be paid by the assessable real property within the District in proportion to the special benefit received:

District Parcels
2024/25
Maximum Assessment
Rate per Lot Sq. Ft.(1)
2024/25
Actual Assessment
Rate per Lot Sq. Ft.
2024/25
Net Amount to be
Assessed(2)(3)
LLMAD 95-1 45 $0.0550 $0.0381 $448,957
(1) The April 1, 2024 Consumer Price Index (CPI) provided by the U.S. Bureau of Labor Statistics was not available at the time of writing of this report. The Fiscal Year 2024/25 CPI increase was estimated using the February 1, 2024 CPI. (2) Amounts placed on the tax roll include the 1% Santa Clara County Collection Fee. (3) This amount is only an estimate and does not reflect the final billed amount with rounding adjustments. Refer to Section 7 for the rounded figure.

I identified all parcels which will have a special benefit conferred upon them from the improvements described in District’s Plans and Specifications section of this Engineer’s Report (the “Benefited Parcels”) have been identified. For particulars as to the identification of said parcels, reference is made to the Assessment Diagram, a copy of which is on file in the office of the City Clerk.

I have assessed the costs and expenses of the improvements upon the Benefited Parcels. In making such assessment:
a. The proportionate special benefit derived by each Benefited Parcel from the improvements was determined in relationship to the entirety of the maintenance costs of the improvements; b. No assessment has been imposed on any Benefited Parcel which exceeds the reasonable cost of the proportional special benefit conferred on such parcel from the improvements; and c. Any general benefits from the improvements have been separated from the special benefits and only special benefits have been assessed.

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City of Milpitas
Fiscal Year 2024/25 – LLMAD No. 95-1 Annual Report 3

2. PLANS AND SPECIFICATIONS
The District provides for the continued administration, maintenance, operation, and servicing of various improvements located within the public right-of-way and dedicated easements within the boundaries of the District.

2.1 Location of Improvements
The District is located on the west side of the City of Milpitas, bounded on the east by State Route 880, on the west by Coyote Creek, on the south by State Route 237, and on the north by Dixon Landing Road. The improvements maintained include public landscaping and irrigation improvements, including jogging paths, pedestrian lighting, gateway improvements, and entry signage, which are primarily situated within the public right-of-way and dedicated public easements within the District.

2.2 Landscaping Improvements
Landscaping, pedestrian lighting, gateway, and signage improvements were installed along the roadways and sidewalks within the District to enhance the overall visual appearance for adjacent parcels.

The improvements within the District consist of the maintenance and installation of any or all public landscaping and irrigation improvements adjacent to curbs of the following described streets, including jogging paths, planter walls, grass berms, pedestrian lighting and appurtenant irrigation systems, ornamental planting including lawns, shrubs, and trees; installation and maintenance of gateway columns and entry signs. Such maintenance includes all necessary repairs, replacements, water, electric current, spraying, care, supervision, debris removal and all other items of work necessary and incidental for property maintenance and operation thereof. The landscaping, irrigation, pedestrian lighting, gateway, and signage improvements are collectively referred to as “landscaping improvements.” All such work will be performed in the following areas:

2.2.1 N. MCCARTHY BOULEVARD

1. A strip of land including an earth berm approximately 50 feet in width from face of each curb line, from the southerly connection with Ranch Drive northerly 2,400 feet, more or less, to the northerly connection with Ranch Drive. A strip of land including a grass berm approximately 35 feet in width, west of the face of westerly curb, along the West Side of N. McCarthy Boulevard, from the southerly connection with Ranch Drive, northerly 2,400 feet, more or less. The initial phase includes a strip of land 6 feet wide on the west side of McCarthy Boulevard.

2. Commencing at a location approximately 2,400 feet north of State Route 237 thence proceeding north to the northern boundary of Lands of N. McCarthy, 7,800 feet more or less, a strip of land approximately 27 to 34 feet in width on each side along the east and west sides of McCarthy Boulevard between the northerly connection with Ranch Drive and Dixon Landing Road.

3. A median island from the southerly intersection with Ranch Drive northerly to the intersection with Dixon Landing Road.

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City of Milpitas
Fiscal Year 2024/25 – LLMAD No. 95-1 Annual Report 4

4. Gateway Improvements, at the southerly intersection of N. McCarthy Boulevard and Ranch Drive and southerly of Bridge No. 1 along N. McCarthy Boulevard, including curved stone planter walls, gateway columns with entry sign appurtenant mounding ornamental plantings including flat work, trees and ground cover, irrigation systems; all as shown on landscape plans.

5. Lighting costs in the District are limited to the supplemental pedestrian lights installed on the east side of McCarthy Boulevard between the two intersections at Ranch Drive and McCarthy Boulevard. The conventional lighting along McCarthy Boulevard is not included. There also exists decorative up-lighting for the Gateway Towers in other areas near the southern Ranch Drive intersection of McCarthy.

2.2.2 MILPITAS ENTRY SIGN

1. City of Milpitas Entry Identification Sign along N. McCarthy Blvd., including walls, columns, lighting, and other appurtenances.

2.2.3 RANCH DRIVE

1. Commencing at a Northerly location where the right-of-way of Ranch Drive is contiguous with the right-of-way of Interstate 880, thence southerly, a strip of land approximately 10 feet in width measured from the east face of curb of Ranch Drive, from the northerly connection with Interstate 880 and Ranch Drive, southerly 630 feet, more or less, thence 405 feet south to the southerly end of Gateway location, varying in width from 10 feet to 132 feet, more or less.

2. Gateway Improvements, at the southerly connection of Ranch Drive and Interstate 880, including curved stone planter walls, gateway columns with entry sign appurtenant mounding ornamental plantings including flat work, trees and ground cover, irrigation systems; all as shown on landscape plans (Part A), except the Shopping Center’s Monument Sign. As mentioned above, there also exists decorative up-lighting for the Gateway Towers in other areas near the southern Ranch Drive intersection of McCarthy.

2.3 Capital Improvements
In Fiscal Year 2021/22, the City initiated the design and construction of landscape and irrigation renovation on N. McCarthy Blvd. between State Route 237 and Dixon Landing Road and a portion of Ranch Drive. The landscape and irrigation renovation design has been completed and the project is currently in the construction stage.

2.4 Overhead
In addition to the costs of maintaining the improvements mentioned above, the City will incur costs for staff time and expenses related to the management and maintenance of the improvements within the District. Staff time includes oversight and coordination of both City and contractor provided services, annual tax roll preparation, and addressing property owner questions and concerns. These activities are directly related to the maintenance of the improvements, and without them the improvements could not be efficiently completed or properly maintained on an ongoing basis.

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City of Milpitas
Fiscal Year 2024/25 – LLMAD No. 95-1 Annual Report 5

3. ESTIMATE OF COSTS
The estimated costs of maintenance and servicing of the improvements as described in the Plans and Specifications are summarized below.

3.1 District Budget
The Fiscal Year 2024/25 estimated cost budget for the maintenance and servicing of the improvements is as follows:

Description Fiscal Year 2024/25 Budget
Maintenance Staff and Contract Services(1) $280,485
Capital Equipment 0
Supplies 38,053
Utilities (Water, Electricity) 69,300
Reserve Fund 0
Capital Improvement Program 75,000
Maintenance Costs $462,838
NBS $5,000
City Staff District Administration 400
County Auditor-Controller Fee(2) 4,046
District Specific Costs $9,446
Total District Costs $472,284
General Benefit Contribution(3) (23,327)
Operating Reserve Contribution 0
Net Amount to be Assessed $448,957
Total District Square Footage(4) 11,794,540
Rate per Square Foot(5)(6) $0.0381
Maximum Rate Per Square Foot – 2024/25
(7) $0.0550
(1) Fiscal Year 2024/25 Landscape Maintenance Contract Services includes Terracare and Irvine Company. (2) County Auditor-Controller Fee is currently 1% of the total levy submittal amount. (3) General Benefit Contribution is not applied to District Specific Costs, as these are special benefits to the District. (4) Total District Square Footage includes a 50% reduction for Parcel 5-7 (Sewer Main Pump Station) and Parcel 5-3C (Storm Pump Station).
(5) The Rate per Square Foot equals the Net Amount to be Assessed / Total District Square Footage. (6) The assessed rate cannot exceed the maximum rate.
(7) The April 1, 2024 CPI was not available at the time of writing of this report. The Fiscal Year 2024/25 CPI increase was estimated by using the February 1, 2024 CPI.

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City of Milpitas
Fiscal Year 2024/25 – LLMAD No. 95-1 Annual Report 6

3.1.1 OPERATING RESERVE
It is the intent of the City to maintain an operating reserve which shall not exceed the estimated costs of maintenance and servicing of the improvements prior to December 10 of the fiscal year, or when the City expects to receive its apportionment of special assessments from the County, whichever is later. The operating reserve balance information for the District is as follows:

Estimated Fiscal Year Ending 6/30/2024 Operating Reserve Cash Balance $260,586 Operating Reserve Collection for Fiscal Year 2024/25 0
Estimated Fiscal Year Ending 6/30/2025 Operating Reserve Cash Balance $260,586

3.1.2 CAPITAL IMPROVEMENT BUDGET
The City completed the replacement of the irrigation controllers and repairs of the irrigation system on N.

McCarthy Blvd. (between State Route 237 and Dixon Landing Road) and a portion of Ranch Drive. The City also installed planting in the median on Ranch Drive at the intersection of N. McCarthy Blvd. In 2024, The City is planning to make improvements to the gateway entry sign, tower, and pedestrian pathway lighting.

Planting renovations will continue in 2025/2026. As of March 31, 2024, the balance available for the Capital Improvement Project is $433,000. The City will utilize these funds, along with an annual collection of $75,000 via the District from Fiscal Year 2024/25 to Fiscal Year 2028/29, to finance the work.

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City of Milpitas
Fiscal Year 2024/25 – LLMAD No. 95-1 Annual Report 7

4. SPECIAL AND GENERAL BENEFIT
The improvements defined in Section 2 are expected to confer certain special benefits to parcels within the District. The special benefits are described in this section. Figures in this section are derived from a Special v. General Benefit Analysis performed in Fiscal Year 2020/21.

4.1 Identification of Benefit
Section 4 of Article XIIID of the California Constitution provides that once a local agency which proposes to impose assessments on property has identified those parcels that will have special benefits conferred upon them and upon which an assessment will be imposed, the local agency must next “separate the general benefits from the special benefits conferred,” and only the special benefits can be included in the amount of the assessments imposed.

4.2 Special Benefits Identified
The improvements described in Section 2 are expected to confer certain special benefits to parcels within the District. The special benefits conferred to property within the District can be grouped into three primary benefit categories: aesthetic benefit, safety benefit, and economic benefit. The three District benefit categories are further expanded upon below.
• Improved Aesthetics: The aesthetic benefit relates to the increase in the overall aesthetics as a result of the ongoing maintenance, servicing, and operation of the improvements within the District. The landscaping improvements enhance the overall image and desirability of the properties within the District. Street landscaping improvements improve the livability, commercial activity, appearance, and desirability for properties within the District. Regular maintenance ensures that the improvements do not reach a state of deterioration or disrepair, so as to be materially detrimental to properties adjacent to or in close proximity to the improvements. The overall appeal of the District is enhanced when improvements are in place and kept in a healthy and satisfactory condition. Conversely, appeal decreases when improvements are not wellmaintained, unsafe, or destroyed by the elements or vandalism. Streetscapes have a significant effect on how people view and interact with their community.1 With streetscapes that are safe and inviting, people are more likely to walk, which can help reduce automobile traffic, improve public health, stimulate local economic activity, and attract residents and visitors to the community.2 • Increased Safety: Well-maintained areas mitigate crime, especially vandalism, and enhance pedestrian safety. A recent study found that after landscape improvements were installed, there was a 46% decrease in crash rates across urban arterial and highway sites and a second study reviewed found a 5% to 20% reduction in mid-block crashes after trees and planters in urban arterial roads were put in place. In addition, there is less graffiti, vandalism, and littering in outdoor spaces with natural landscapes than in comparable plant-less spaces. 3 The Victoria Transport 1 Victoria Transport Policy Institute. (2011). Community Livability. Helping to Create Attractive, Safe, Cohesive Communities.

Retrieved from http://www.vtpi.org/tdm/tdm97.htm.
2 Ibid.
3 Wolf, Kathleen L. (2010). Safe Streets – A Literature Review. In: Green Cities: Good Health (www.greenhealth.washington.edu).

College of the Environment, University of Washington.

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City of Milpitas
Fiscal Year 2024/25 – LLMAD No. 95-1 Annual Report 8
Policy Institute has found that streetscapes reduce traffic speeds and when combined with improved pedestrian crossing conditions can significantly reduce collisions. 4 • Economic Activity: Well-maintained street landscape improvements not only make adjacent properties appear more stable and prosperous but can spur investment in the property. The National Complete Streets Coalition notes that street design that is inclusive of all modes of transportation, where appropriate, not only improves conditions for existing businesses, but also is a proven method for revitalizing an area and attracting new development. 5Landscaped sidewalks create an inviting place for customers to shop and do business. 6 Well-maintained and safe District areas will encourage an increase in the overall pedestrian activity. The area will become more pedestrian friendly, thus improving the retail environment by encouraging individuals to shop, dine, and stay within the District boundaries. The District will provide a cleaner more inviting environment to businesses and consumers which will attract, retain and expand the retail and business climate throughout. The effort will reduce vacancy rates and increase lease rates and utilization of property within the District.

4.3 General Benefits Identified
Section 4 of Article XIIID of the California Constitution provides that once a local agency which proposes to impose assessments on property has identified those parcels that will have special benefits conferred upon them and upon which an assessment will be imposed, the local agency must next “separate the general benefits from the special benefits conferred,” and only the special benefits can be included in the amount of the assessments imposed.

General benefit is an overall and similar benefit to the public at large resulting from the maintenance of the District’s improvements provided by the assessments levied. The improvements to be maintained by the District are located within the District boundaries only. There will be no District maintenance activities provided for improvements located outside of the District boundaries.

The ongoing maintenance of the District improvements will provide aesthetic, safety and economic activity benefits to the property within the District. However, it is recognized that the ongoing maintenance activities will also provide a level of benefit to some property within proximity to the District, as well as individuals passing through. Therefore, the general benefit created as a result of the District maintenance activities has been considered.

4.4 Quantification of Benefit
As a result of the maintenance and operation of the improvements, there will be a level of general benefit to people that do not work or intend to conduct business within the District. In order for property within the District to be assessed only for that portion of special benefits received from the District’s maintenance 4 Victoria Transport Policy Institute. (2011). Community Livability. Helping to Create Attractive, Safe, Cohesive Communities.

Retrieved from http://www.vtpi.org/tdm/tdm97.htm.
5 Pugliese, Philip. (2008). Complete Streets provide all the elements of multi-modal transportation. Retrieved from http://www.americantrails.org/resources/trans/completestreets08.html 6 U.S Department of Transportation. Federal Highway Administration. (2001). Designing Sidewalks and Trails for Access, Part II of II: Best Practices Design Guide. Retrieved from http://www.fhwa. dot. gov/ environment/bicycle_pedestrian/publications/sidewalk2/

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City of Milpitas
Fiscal Year 2024/25 – LLMAD No. 95-1 Annual Report 9
activities, general benefits provided by the ongoing maintenance of the improvements need to be quantified. The amount of general benefit that is provided from the District’s maintenance activities cannot be funded via property owners’ assessments.

Based upon the City’s General Plan, the streets within the City are classified into one of the following categories: freeway, expressway, arterial, collector or local streets. The landscaping improvements are primarily located along N McCarthy Boulevard and Ranch Drive and situated within the public rights-ofway. The portion of the maintained landscaping that is located along N McCarthy Boulevard (classified as an arterial street) provides some general benefit to pass-through traffic.

Arterial streets are intended to provide a higher degree of mobility and generally serve longer vehicle trips.

The landscape improvements within the District boundaries not only serve the parcels in the immediate vicinity, but persons who live outside of the District and are passing by. The City’s most recent traffic study7 completed in 2016 does not identify the percentage of traffic, which is pass-through traffic, but it does provide an estimated number of daily trips for N McCarthy Boulevard at the entrance of the District.

However, the daily trip count estimate is lower than the trip count utilized in the 2015 findings report. This would not be expected with the increase in development to this area. Therefore, In the absence of a more recent reading of traffic along N. McCarthy Boulevard, the 2015 average number of daily trips of 35,050 per the General Plan has been utilized for the base trip count.

In order to account for the estimated increase in daily average trips as a result of the increased development, the City commissioned a traffic study for each new development. Per the traffic studies, it is estimated there will be an increase of 9,156 average daily trips. Adding this increase to the 35,050 previously identified above, the estimated number of average vehicles per day is 44,206 as shown below.

Street Name
Average Number of
Vehicles per Day
N McCarthy Boulevard – between SR 237 and Ranch Drive 44,206 Before the determination and allocation of the percentage of special and general benefit for the District can be made, the estimated pass-through traffic must be computed. The pass-through trips are vehicles driving along the maintained streets for a portion of their trips, but not working, shopping or conducting business in the District or benefiting from the landscaping improvements in place.

Research consistently shows that developments with multiple land uses that make walking safe and convenient and are near other development, allow residents and workers to drive significantly less if they choose. While this District is not a mixed-use development, there are multiple land uses adjacent to one another. Therefore, treating this development area as though the uses were separated and accessible only by car would result in inflated trip counts in comparison to conventional, single-use developments.

In lieu of having a comprehensive traffic study that identifies the pass-through traffic, the estimated number of special benefit trips for each parcel has been determined using the average daily trips according 7 City of Milpitas. (2016 Traffic Study). Retrieved from City’s Assistant Traffic Engineer

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City of Milpitas
Fiscal Year 2024/25 – LLMAD No. 95-1 Annual Report 10
to the ITE Trip Generation Report, 9th Edition8 and the 2010 NCHRP Report 684 Enhancing Trip Capture Estimation for Mixed-use Developments9.

Utilizing the ITE Trip Generation Report, each parcel within the District was assigned an average daily number of special benefit trips using the parcel’s land use, building size or number of units. Further, to ensure the number of trips generated by the parcels has not been overstated, the percentage of total trips that are made internally within the development has been considered. Using the 2010 NCHRP Report 684 Enhancing Trip Capture Estimation for Mixed-Use Developments, the total special benefit trips have been reduced by approximately 31% (19,258 trips) to account for internal trips between the various businesses within the District. The total number of special benefit trips is therefore 42,864 as shown below.

Property Type Combined Trip Generations
Retail (ITE Land Uses 815, 820, 869) 24,978.76
Office (ITE Land Uses 710, 714, 750) 15,832.41
Industrial/Warehousing (ITE Land Uses
140, 150, 151) 8,660.43
Fast-Food Restaurant w/ drive thru (ITE
Land Use 934) 3,925.30
Gas Station (ITE Land Use 945) 3,758.16
Restaurant (ITE Land Uses 931, 932) 3,710.03
Hotel (ITE Land Use 310) 1,256.82
Total Trips 62,121.92
Internal Trip Reduction1(19,257.79)
Total Adjusted Special Benefit Trips 42,864.12
(1) The internal trip rate percentage was calculated by using the NCHRP 684 Internal Rate Capture Estimation Tool.10
The total of all special benefit trips was removed from the average number of vehicles per day traveling within the District to estimate the number of pass-through trips daily.

Street Name
Average Number
of Vehicles
per Day
Less:

Estimated Special
Benefit Trips
Estimated Number
of Pass
Through Trips
Estimated %
General
Benefit
McCarthy Blvd. 44,206 42,864 1,342 3.04%
Based on the above calculations, the general benefit portion of the improved aesthetics, increased safety, and economic activity benefits resulting from the landscaping improvements is estimated to be 3.04%.

Pass-thru Vehicle General Benefit 3.04%
8 Trip Generation, 9th Edition: An Informational Report of the Institute of Transportation Engineers. (2012) Washington, DC: Institute of Transportation Engineers.
9 Bochner, Brian S., Hooper, Kevin, Sperry, Benjamin and Dunphy, Robert. National Cooperative Highway Research Program, Transportation Research Board of National Academies (2011). NCHRP Report 684 Enhancing Trip Capture Estimation for MixedUse Developments. Retrieved from onlinepubs.trb.org/onlinepubs/nchrp/nchrp_rpt_684.pdf 10 Ibid.

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City of Milpitas
Fiscal Year 2024/25 – LLMAD No. 95-1 Annual Report 11
The commonly accepted distance people will walk for public transportation, goods and services is onequarter mile.11 However, based on the location of the District, and given that it is bounded by State Route 880 and 237, and Coyote Creek, there is not an efficient or practical means of walking into the District.

Although unlikely, a person may decide to use the paths within the District, and as such the general benefit portion of the improved aesthetics, increased safety, and economic activity benefits resulting from the landscaping improvements is estimated to be 1.00%.

Pass-thru Walking General Benefit 1.00%
An estimated 1% of all US trips are made by bicycle12. Although the District is bounded by State Route 880 and 237, and Coyote Creek, there is a bike lane on N McCarthy Boulevard and a bike path along Coyote Creek13. According to the National Household Travel Surveys, 49% of bike trips are for recreation, exercise, and sports14. As result of the District maintenance activities, there will be a level of general benefit to bicycle traffic that is not associated with property in the District. As such the general benefit portion of the improved aesthetics, increased safety, and economic activity benefits resulting from the landscaping improvements is estimated to be .50%, rounded up to 1.00%.

Pass-thru Biking General Benefit 1.00%
Collective District-Wide General Benefit
Since the District is comprised of improved aesthetics, safety, and economic activity benefits resulting from the collective landscaping improvements, the activity of both pedestrians and vehicles must be addressed in a collective form rather than independently. The sum of the calculated general benefits is the total general benefit related to vehicle, walking, and biking pass-thru traffic. This general benefit result is provided in the table below:

Pass-thru Vehicle General Benefit 3.04%
Pass-thru Walking General Benefit 1.00%
Pass-thru Biking General Benefit 1.00%
Total General Benefit 5.04%
The general benefit, which is the percentage of the total budget that must be funded through sources other than assessments, is 5.04%. The special benefit then, which is the percentage of the budget that may be funded by assessments, is 95.00%. This general benefit percentage is in line with the level of general benefit determined by the assessment engineer at formation of the District (less than 10%). 11 Walkscore. (2014). Walk Score Methodology. Retrieved from http://www.walkscore.com/methodology.shtml 12 U.S Department of Transportation. Federal Highway Administration. (2011). Summary of Travel Trends: 2009 National Household Travel Survey. (Report No. FHWA-PL-11-022). Retrieved from http://nhts.ornl.gov 13 City of Milpitas. (2002). General Plan. Retrieved from http://www.ci.milpitas.ca.gov 14 Pucher, J., Buehler R., Meron, F., and Bauman, A. American Journals of Public Health, Supplement 1, Vol 101, No S1 (2011).

Walking and Cycling in the United States, 2001-2009: Evidence from the National Household Travel Surveys. Retrieved from http://www.ncbi.nlm.nih.gov/pubmed/21551387

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City of Milpitas
Fiscal Year 2024/25 – LLMAD No. 95-1 Annual Report 12

4.5 Special Benefit Trips
The detailed breakdown of the estimated special benefit trips for each parcel in the District is shown in the following table.

Assmt ID
Assessor’s
Parcel
Number Land Use Description Acreage
Gross
Leasable
Area
Average
Trip Rate1
Estimated # of
Daily Special
Benefit Trips2
1-1A-1 022-54-016 710 - General office 1.05 8,500 11.03 93.76 1-1A-2 022-54-017(3) 310 – Hotel 3.29 83,310 8.17 680.64 1-1A-3 022-54-018(3) 310 – Hotel 2.31 70,524 8.17 576.18 1-1A-4 022-54-019 934 - Fast Food 0.19 0.00 496.12 0.00 1-1B 022-54-008 934 - Fast Food 0.78 2,912 496.12 1,444.70 1-2 022-54-002 820 - Shopping Center 0.58 5,600 42.70 239.12 1-3 022-54-003 932 - High Vol. Restaurant 1.02 5,465 127.15 694.87 1-4A 022-54-009 869 - Home Superstore 8.47 86,250 20.00 1,725.00 1-4B 022-54-012 820 - Shopping Center 3.02 15,000 42.70 640.50 1-4C 022-54-013 820 - Shopping Center 0.23 10,000 42.70 427.00 1-4D 022-54-015 931 - Quality Restaurant 1.78 8,285 89.95 745.24 1-4E 022-54-014 932 - High Vol. Restaurant 0.64 3,710 127.15 471.73 1-4F 022-54-011 820 - Shopping Center 1.31 9,100 42.70 388.57 1-4G 022-54-010 931 - Quality Restaurant 1.03 7,476 89.95 672.47 2-1 022-53-001 931 - Quality Restaurant 0.75 6,500 89.95 584.68 2-2 022-53-002 820 - Shopping Center 1.23 15,020 42.70 641.35 2-3 022-53-003 820 - Shopping Center 0.76 12,000 42.70 512.40 2-4 022-53-004 934 - Fast Food 0.6 2,000 496.12 992.24
2-5 022-53-005 934 - Fast Food 0.74 3,000 496.12 1,488.36 2-6 022-53-006 820 – Shopping Center 1.19 51,250 45.04 2,308.30 2-7 022-53-007 820 - Shopping Center 21.92 187,134 42.70 7,990.62 3 022-29-016 815 - Discount Superstore 14.56 125,000 50.75 6,343.75 4-1A-1 022-56-005 714 - Corp Headquarters 2.04 115,753 7.98 923.71 4-1A-2 022-56-006 714 - Corp Headquarters 2.06 174,483 7.98 1,392.37 4-1A-3 022-56-007 714 - Corp Headquarters 2.07 174,483 7.98 1,392.37 4-1A-4 022-56-008 Undeveloped 34.52 - - -
4-1A-5 022-56-009 Parking Lot 24.32 - - -
4-1B 022-29-037 Undeveloped 6 - - -
5-1A-1 022-29-034 750 - Office Park 36.49 572,660 11.42 6,539.78 5-2A-1 022-29-035 750 - Office Park 31.31 480,772 11.42 5,490.42 5-3A-1 022-29-040 150 – Warehousing/710
General Office

15.55 313,978 8.87 2,784.67
5-3A-2 022-29-041 931 – Quality Restaurant 0.14 6,015 89.95 541.05 5-3A-3
022-29-042 150 – Warehousing/710
General Office 6.94 136,632 8.87 1,211.79
5-3A-4
022-29-043 150 – Warehousing/710
General Office 7.36 122,208 8.87 1,083.86
5-3A-5
022-29-044 140 - Manufacturing and 710
General Office 7.73 131,331 8.87 1,164.77
5-3B-1A 022-30-054 140 - Manufacturing and 710
General Office 5.63 99,576 8.87 883.14
5-3B-2 022-30-038 Undeveloped 10 - - -
5-3B-3 022-30-039 Undeveloped 5 - - -
5-3C 022-30-0354 Pump Station 0.19 - - 1.00

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City of Milpitas
Fiscal Year 2024/25 – LLMAD No. 95-1 Annual Report 13
Assmt ID
Assessor’s
Parcel
Number Land Use Description Acreage
Gross
Leasable
Area
Average
Trip Rate1
Estimated # of
Daily Special
Benefit Trips2
5-5A-1 022-30-055 815 - Discount Superstore 5.6 74,131 50.75 3,762.15 5-5A-2 022-30-056 915 – Gasoline/Service Station 0.59 3,182 1,181.07 3,758.16 5-5A-3 022-30-057 151 – Mini-Warehouse 3.15 114,707 13.34 1,530.19 5-6 022-30-041 Open Space 0 - - -
5-7 022-30-0494Sewer Pump Station 9.12 8,500 11.03 1.00 Total Estimated Daily Special Benefit Trips 62,121.92
Internal Trip Reduction5(19,257.79)
Total Special Benefit Trips 42,864.12
(1) Average Trip Rate per Day is from the Institute of Traffic Engineer’s, Trip Generation Report. 15 (2) Average Number of Special Benefit Trips per Day is the Average Trip Rate times each 1,000 square feet of gross leasable area. (3) Average Number of Special Benefit Trips per Day is the Average Trip Rate times number of hotel rooms for this parcel. (4) Pump Station trips are an estimate.
(5) The internal trip rate percentage was calculated by using the NCHRP 684 Internal Rate Capture Estimation Tool. 16 15 Trip Generation, 9th Edition: An Informational Report of the Institute of Transportation Engineers. (2012) Washington, DC: Institute of Transportation Engineers.
16 Bochner, Brian S., Hooper, Kevin, Sperry, Benjamin and Dunphy, Robert. National Cooperative Highway Research Program, Transportation Research Board of National Academies (2011). NCHRP Report 684 Enhancing Trip Capture Estimation for MixedUse Developments. Retrieved from onlinepubs.trb.org/onlinepubs/nchrp/nchrp_rpt_684.pdf

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Milpitas City CouncilJune 4, 2024

Milpitas City Council
June 4, 2024