Milpitas City Council
June 4, 2024

June 4, 2024 Milpitas City Council Agenda Page 1

JOINT MEETING OF THE MILPITAS

CITY COUNCIL AND HOUSING AUTHORITY
AGENDA
TUESDAY, JUNE 4, 2024
CITY COUNCIL CHAMBER, 455 E. CALAVERAS BLVD, MILPITAS, CA 6:00 PM (CLOSED SESSION)
7:00 PM (PUBLIC BUSINESS)
For assistance in the following languages, you may call:

Đối với Việt Nam, gọi 408-586-2400
Para sa Tagalog, tumawag sa 408-586-3051
Para español, llame 408-586-3072
* To access written translation during the meeting, scan the QR Code.

The City Council meeting is held in the City Council Chamber at City Hall, 455 E. Calaveras Blvd., Milpitas and via teleconference/Zoom webinar.

You may watch the Council meeting without providing public comment by accessing it via links here.

Meeting shall be livestreamed - Go to:

Facebook: https://www.facebook.com/CityofMilpitas/
YouTube: https://www.milpitas.gov/youtube
Web Streaming: https://www.milpitas.gov/webstreaming

PUBLIC COMMENT INSTRUCTIONS
Oral public comments may only be provided live during the City Council meeting in person, unless the City Council approves remote public comment. All comments provided shall be limited to three minutes or less as determined by the Mayor. All members of the public will be limited to one comment per agenda item, and one comment for non-agenda items. Members of the public may submit written comments by email to [email protected].

The meeting will be streamed via Zoom for viewing purposes only unless the City Council approves remote public comment. To watch via Zoom, please register at:
https://ci-milpitas-ca-gov.zoom.us/webinar/register/WN_JD6sOa6DS2qmR05AWxbRxQ NOTE: If a member of the public wishes to share any presentation materials for Council consideration, they must be submitted to the Clerk’s Office by email to [email protected] by 12:00 p.m. on the day of the meeting. No presentations will be accepted in person in the Council Chambers.

MILPITAS CITY COUNCIL CODE OF CONDUCT
• Be respectful and courteous (words, tone, and body language). • Model civility.
• Avoid surprises.
• Praise publicly and criticize privately.
• Focus on the issue, not the person.
• Refrain from using electronic devices while on the Council dais. • Disclose conflicts of interest and affiliations related to agenda items. • Separate governing from campaigning.
• The Council speaks with one voice after making policy on issues. • Respect the line between policy and administration.
• Council will hold one another accountable to comply with this Code of Conduct.

June 4, 2024 Milpitas City Council Agenda Page 2
CALL MEETING TO ORDER by Mayor and ROLL CALL by City Clerk (6:00 PM)

ADJOURN TO CLOSED SESSION
(a) PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Pursuant to California Government Code Section 54957
Position: City Manager
CLOSED SESSION ANNOUNCEMENT:

Report on action taken in Closed Session, if required per Government Code Section 54957.1, including the vote or abstention of each member present.

PLEDGE OF ALLEGIANCE
INVOCATION (Councilmember Lien)
PRESENTATIONS (7:05 PM)
PUBLIC FORUM (7:10 PM)
Members of the public are invited to speak on any item that does not appear on today’s agenda. Comments will be limited to three minutes or less at the Mayor’s discretion. When called to speak, you are encouraged to state your name for the record.

As an item not listed on the agenda, no action can be taken, however the City Council may instruct the City Manager to place the item on a future meeting agenda.

ANNOUNCEMENT OF CONFLICT OF INTEREST AND CAMPAIGN CONTRIBUTIONS

READING OF THE CITY COUNCIL CODE OF CONDUCT

APPROVAL OF AGENDA
CONSENT CALENDAR (7:15 PM)
Consent calendar items are considered to be routine and will be considered for adoption by one motion. There will be no separate discussion of these items unless a City Councilmember, member of the audience or staff requests the Council to remove an item from (or be added to) the consent calendar. Any person desiring to speak on any item on the consent calendar should ask to have that item removed from the consent calendar.

C1. Receive City Council Calendar of Meetings for June 2024 (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Recommendation: Receive City Council Calendar of Meetings for June 2024.

C2. Approve City Council Meeting Minutes of May 14 and 21, 2024 (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Recommendation: Approve City Council Meeting minutes of May 14 and 21, 2024.

C3. Receive the Preview List of Anticipated Items for the Next Regular City Council Meeting (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Recommendation: Receive the list of anticipated agenda items for the next regular City Council meeting.

C4. Receive and Review the List of Agenda Items Requested by City Councilmembers (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)

June 4, 2024 Milpitas City Council Agenda Page 3
Recommendation: Review the list of items that have been requested by City Councilmembers and provide direction to staff as necessary. No substantive discussion about any specific item shall occur and the City Council shall hold all debate about the item until it is scheduled as a full agenda item.

C5. Adopt a Resolution Calling for the General Municipal Election on November 5, 2024 (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Recommendation: Adopt a resolution calling a General Municipal Election for the City of Milpitas on Tuesday, November 5, 2024, requesting consolidation of the election in accordance with California Elections Code Section 10418, and requesting services from the Santa Clara County Registrar of Voters.

C6. Authorize and Approve the Out-Of-State Travel to Las Vegas, NV, for Councilmember Anthony Phan, from June 19 – 21, 2024 and Authorize and Approve Travel to San Francisco, CA, for City Manager Ned Thomas, from June 6 – 7, 2024 (Staff Contact: Matt Cano, Assistant City Manager, 408-586-3012)
Recommendation: (1) Authorize and approve the out-of-state travel to Las Vegas, NV for Councilmember Anthony Phan to attend the APALF’s Inaugural AAPI LEAD Summit, from June 19 – 21, 2024, for a not-to-exceed amount of $1,400.00; and (2) Authorize and approve travel to San Francisco, CA for City Manager Ned Thomas to attend the CLEI’s California Land Use Law Conference, from June 6 – 7, 2024, for a not-to-exceed amount of $1,300.00.

C7. FY 2023-24 Financial Status Report for the Quarter Ended March 31, 2024 (Staff Contact: Luz Cofresí-Howe, Finance Director, 408-586-3111)
Recommendation: Review the FY 2023-24 Quarterly Financial Status Report for the quarter ended March 31, 2024.

C8. Approve an Agreement with Xerox Corporation for Full-Service Lease of Copier/Multifunction Digital Devices (Staff Contact: Luz Cofresí-Howe, Finance Director, 408-586-3111) Recommendation: Authorize the City Manager to execute a cooperative agreement with Xerox Corporation for a full-service lease of copier/multifunction digital devices through a cooperative procurement contract by Region 4 Educational Services Center for not-to-exceed $368,000 for 60 months [five (5) years] with change order authority up to 10%, subject to the annual appropriation of funds.

C9. 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)
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 1-2-3.03, and authorize the City Manager to execute any documents necessary to effectuate the purchase at the negotiated amount.

C10. 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)
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.

June 4, 2024 Milpitas City Council Agenda Page 4
C11. Adopt a Resolution to Approve Project Plans & Specifications, Award the Construction Contract to Preston Pipelines Infrastructure, LLC, Authorize Design Services Agreement Amendment No. 1 with MNS Engineers, Inc. for Fire Station 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)
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.

C12. 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 (Staff Contact: Christian Di Renzo, Public Works Director, 408- 586-2602; and Michael Silveira, City Engineer, 408-586-3303) 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.

PUBLIC HEARINGS (7:20 PM)
Members of the public may be allotted up to three (3) minutes or less at the Mayor’s discretion, to comment on any public hearing item. Applicants/Appellants and their representatives may be allotted up to a total of ten (10) minutes for opening statements and up to a total of five (5) minutes maximum for closing statements. Items requested/recommended for continuance are subject to Council’s consent at the meeting.

13. 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) 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; (e) Amending Resolution No. 1626, the Classification Plan, to adjust the Salary Schedules for various classifications to align with the current memorandums of understandings (MOUs).

14. 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)

June 4, 2024 Milpitas City Council Agenda Page 5
Recommendation: Following receipt of 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).

15. 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) 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.

16. Conduct a Public Hearing and Adopt a Resolution Confirming the Assessment and Ordering the Levy for the Landscaping and Lighting Maintenance Assessment District No. 98 -1 - Sinclair Horizon for Fiscal Year 2024-25 (Staff Contact: Christian Di Renzo, Public Works Director, 408- 586-2602; Michael Silveira, City Engineer, 408-586-3303) 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. 98 -1 - Sinclair Horizon for Fiscal Year 2024-25.

17. Conduct a Public Hearing and Adopt a Resolution Approving General Plan Amendment GP24- 0002 and an Ordinance Approving Zoning Text and Zoning Map Amendment ZA24-0002 to Create the New Business Park Research and Development Zone and Metro Area Zones (Staff Contact: Jay Lee, Planning Director, 408-586-3077; and Holly Pearson, Senior Special Projects Associate, 408-609-0072)
Recommendation: Conduct a public hearing and determine that the EIR Addendum adequately analyzes the potential environmental impacts associated with the proposed General Plan and Zoning Amendments and is in compliance pursuant to CEQA Guidelines §15162 and §15164; adopt a resolution approving General Plan Amendment No. GP24-0002; and consider Ordinance No. 38.855 approving Zoning Text and Zoning Map Amendment No. ZA24-0002 to create the new Business Park Research and Development Zone and Metro Area Zones.

ANNOUNCEMENTS AND FUTURE AGENDA ITEMS (8:30 PM)
Members of the City Council or City Manager may make brief announcements at this time. Members of the City Council may also suggest future agenda items. For future agenda items, the City Council shall not debate the topic or engage in discussion but shall simply state a “yes” or “no” as whether to move the item forward. If a majority of the City Council agrees to move the item forward, the City Manager shall place the item on a future agenda.

ADJOURNMENT (8:35 PM)

KNOW YOUR RIGHTS UNDER THE OPEN GOVERNMENT ORDINANCE
Government’s duty is to serve the public, reaching its decisions in full view of the public. Commissions and other City agencies exist to conduct the people’s business. This ordinance assures that deliberations are conducted before the people and City operations are open to the people’s review. For more information on your rights under the Open Government Ordinance or to report a violation, contact the City Attorney’s office at Milpitas City Hall, 455 E. Calaveras Blvd., Milpitas, CA 95035 e-mail:[email protected] / Phone: 408-586-3040

June 4, 2024 Milpitas City Council Agenda Page 6
The Open Government Ordinance is codified in the Milpitas Municipal Code as Title I Chapter 310 and is available online at the City’s website www.milpitas.gov by selecting the Milpitas Municipal Code link.

Materials related to an item on this agenda submitted to the City Council after initial distribution of the agenda packet are available for public inspection at the City Clerk’s office at Milpitas City Hall, 3rd floor 455 E. Calaveras Blvd., Milpitas and on City website. City Council agendas and related materials can be viewed online: www.milpitas.gov/government/council/agenda_minutes.asp (select meeting date)

APPLY TO SERVE ON A CITY COMMISSION
Commission application forms are available online at www.milpitas.gov or at Milpitas City Hall.

Contact the City Clerk’s Office at 408-586-3001 for more information.

If you need assistance, per the Americans with Disabilities Act, for any City of Milpitas public meeting, please call the City Clerk at 408-586-3001 or send an e-mail to [email protected] prior to the meeting. You may request a larger font agenda.

Milpitas City Council Calendar
June 2024
Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 2 3
7:00 PM-Parks, Recreation & Cultural
Resources Commission (HL)
7:00 PM-Special Arts Commission
(EC) [Senior Center, Room 140/141]
4 6:00 PM-Closed Session
7:00 PM-City Council
5 1:00 PM-Santa Clara VTA Monthly
Briefing - Northeast Group (CM)
5:30 PM-Veterans Commission (CM)
7:00 PM-Community Advisory
Commission (EC)
6 12:00 PM-SCC Library JPA Board of
Directors (CM)
5:30 PM-Milpitas Chamber of
Commerce Board (GB)
5:30 PM-Santa Clara VTA Board of
Directors (CM)
7 5:00 PM-Milpitas Pride Flag-Raising
Ceremony (Cesar Chavez Plaza
8 9 10
4:30 PM-Economic Development and
Trade Commission (CM)
11 5:30 PM-Special City Council
Meeting- Community Heroes
Recognition
12 4:00 PM-Transportation
Subcommittee (CM/EC)
7:00 PM-Silicon Valley Clean Energy
Board of Directors (EC) (Cupertino)
13 4:00 PM-Treatment Plant Advisory
Committee (CM) (San Jose)
4:00 PM-Santa Clara VTA Policy
Advisory Committee (EC)
5:30 PM-CASCC Legislative Action
Committee (CM)
6:00 PM-Youth Advisory Commission
(HL)
7:00 PM-Cities Assoc of SCC (CM)
14 15
16 17
7:00 PM-Science, Technology, and
Innovation Commission (GB)
18 6:00 PM-Closed Session
7:00 PM-City Council
19 6:00 PM-Energy and Environmental
Sustainability Commission (EC)
20 3:00 PM-CASCC Appt: Recycling and
Waste Reduction Commission (CM)
(Cupertino)
5:30 PM-Measure F Oversight
Committee
21 22
23 24 25
1:30 PM-Senior Advisory Commission
(CM)
26 11:30 AM- Employee Service Awards
7:00 PM-Planning Commission
27 5:30 PM- State of the City
28 9:00 AM-VTA Board Workshop
Meeting (CM)
29 30
May 2024

S M T W T F S
1 2 3 4
5 6 7 8 9 10 11
12 13 14 15 16 17 18
19 20 21 22 23 24 25
26 27 28 29 30 31
July 2024

S M T W T F S
1 2 3 4 5 6
7 8 9 10 11 12 13
14 15 16 17 18 19 20
21 22 23 24 25 26 27
28 29 30 31

May 14, 2024 Milpitas City Council Minutes Page 1

SPECIAL MEETING OF THE MILPITAS

CITY COUNCIL

MINUTES
TUESDAY, MAY 14, 2024
The City Council of the City of Milpitas convened on the City Council meeting day in a Special Meeting of the Milpitas City Council on May 14, 2024, in the Barbara Lee Senior Center, 40 N Milpitas Blvd, Room 140/141, Milpitas, CA, and via teleconference/Zoom webinar.

CALL MEETING TO ORDER by Mayor and ROLL CALL by City Clerk Mayor Montano called the Regular City Council meeting to order at 5:33 PM. Roll Call was taken by City Clerk Guzzetta.

PRESENT: Mayor Montano, Vice Mayor Chua, Councilmember Barbadillo (5:37 PM), Councilmember Lien, Councilmember Phan
ABSENT: None.

PLEDGE OF ALLEGIANCE
Mayor Montano led the pledge of allegiance.

PRESENTATIONS
There were no presentations.

PUBLIC FORUM
There were the following public speakers:

1. Tom Valore

ANNOUNCEMENT OF CONFLICT OF INTEREST AND CAMPAIGN CONTRIBUTIONS Assistant City Attorney Creech asked the Mayor and City Councilmembers if they had any personal conflicts of interest. By roll call, there were no conflicts of interest.

READING OF THE CITY COUNCIL CODE OF CONDUCT
Mayor Montano read the City Council Code of Conduct.

APPROVAL OF AGENDA
After discussion, motion: to approve the agenda.

Motion/Second: Vice Mayor Chua/Councilmember Barbadillo Motion carried by the following:

AYES: Mayor Montano, Vice Mayor Chua, Councilmember Barbadillo, Councilmember Lien, Councilmember Phan
NOES: None
ABSENT: None

May 14, 2024 Milpitas City Council Minutes Page 2

AGENDA ITEMS

1. Receive Presentation on the FY 2024-25 Proposed City of Milpitas Operating Budget and Provide Direction (Staff Contact: Luz Cofresí-Howe, Finance Director, 408-586-3111) City Manager Thomas introduced the item and acknowledged Finance staff for their efforts in the creation of the budget. Finance Director Cofresí-Howe provided an overview of how a budget is formulated.

Mayor Montano questioned about interest collected on reserves.

Assistant City Manager Cano continued the report.

Recreation and Community Services Director Lorentzen presented on the Special Events calendar.

Mayor Montano questioned the popularity and cost of the events. Recreation and Community Services Director Lorentzen highlighted that the listed events were indeed the most popular and that even events with charges still offer some portions free to the public.

Assistant City Manager Cano presented on the Community Investment Fund program. He noted that staff is asking for feedback on the proposed programs and that a report to rank and prioritize them would return to the City Council in August.

Councilmember Barbadillo inquired about the portion of the proposed budget funded by the Community Investment Fund and Measure F. City Manager Thomas and Assistant City Manager Cano clarified that the Community Investment Funds are not included in the operating budget, while Measure F constitutes approximately seven million dollars. Councilmember Barbadillo requested a comparison of budget allocations with other cities, particularly focusing on whether their top three allocations align with Milpitas in non-departmental, police, and public works. He also raised concerns about revenue sources, particularly regarding one-time and ongoing development fees, and questioned their integration into the ten-year budget forecast. He expressed skepticism about the sustainability of development at the current pace.

Vice Mayor Chua followed up, suggesting the City conduct a financial stress test to mimic the conditions that existed during the pandemic. Finance Director Cofresí-Howe responded that the forecast is considered a basic form of stress test. The Vice Mayor asked to conduct an extreme stress test. City Manager Thomas proposed contingency planning if the extension of Measure F does not pass.

Mayor Montano questioned incoming property taxes from the development of apartments and condos.

Assistant City Manager Cano noted that generally housing costs the city more money than property taxes bring in due to the services needed for support, unless it is high density housing. Economic Development Director Andrade responded that the top ten property taxpayers in Milpitas are mainly industrial. Mayor Montano asked after the Special Projects Associate position in the City Manager's Office organizational chart. Assistant City Manager Cano detailed the responsibilities of the position to make up for reduced capacity and work on council priority projects.

Community Investment Fund
Vice Mayor Chua asked for a financial stress test and to allocate $5,000.00 for the Milpitas Concert Band so members don't have to pay membership fees.

Mayor Montano asked to add to the list for consideration of adding $50,000 - $100,000.00 for Strategic Property Acquisition Revenue Fund, to allocate funding for the design and development of an

May 14, 2024 Milpitas City Council Minutes Page 3
amphitheater or community space on the north side of City Hall, and to continue the street cleaning pilot program.

Councilmember Lien suggested including the following for consideration of allocation from the Community Investment Fund: CIP Grant Matching and acquiring a backup ambulance.

Councilmember Barbadillo inquired after county ambulance services. Fire Chief Schoonover responded that Santa Clara County's EMS provider, AMR, faces staffing issues leading to frequent delays in Milpitas. To address the risk of its single fire department ambulance failing, Milpitas seeks a reserve ambulance. While the current ambulance handles 2,000 calls and transports 150 patients annually, recent contract changes allow city ambulances to transport patients due to county shortages. The proposed reserve ambulance would offer crucial backup, ensuring reliable EMS for Milpitas.

City Manager's Office
Assistant City Manager Cano provided an overview of the changes proposed to the City Manager's Office budget and organizational chart.

Vice Mayor Chua asked after the recommended changes to the Economic Development Director and Housing Manager positions. Assistant City Manager Cano noted that the Economic Development position was being brought in line with the compensation of other department directors and that the Housing Manager position would be right-sized and report directly to the City Manager's Office.

Councilmember Barbadillo questioned the fiscal impact of the position change.

Councilmember Phan thanked staff for their work. He followed up asking about what other changes were possible thanks to defending positions. He voiced concerns for staff morale and voiced support for the proposed budget.

Human Resources
Vice Mayor Chua asked after current vacancies. Human Resources Director Parmley noted that there are around 30 positions vacant. The Vice Mayor recommended outsourcing temporary recruitment efforts to address the high number of vacancies within the city Recreation
Recreation and Community Services Director Lorentzen spoke on requests for service enhancements in the budget.

Vice Mayor Chua suggested hiring a consultant to conduct a facility study and provide recommendations for maximizing the usage of city facilities, such as the senior center, sports center, and community center. She noted that the recommendation should be added for consideration of allocation from the Community Investment Fund.

Finance
Vice Mayor Chua voiced support for adding a full time buyer. She recommended to evaluate and document procurement processes to ensure proper authorizations, audit trails, and compliance.

Police
Vice Mayor Chua asked if the department need additional Automated License Plate Readers. Chief of Police Hernandez noted that there is currently a request for an additional twenty cameras through a grant. He expressed his intention to continue funding the program through the grant process.

City Manager Thomas offered closing remarks.

May 14, 2024 Milpitas City Council Minutes Page 4

ANNOUNCEMENTS AND FUTURE AGENDA ITEMS
Vice Mayor Chua thanked staff for their hard work and congratulated City Clerk Guzzetta for election to the City Clerk's Association of California Board of Directors.

City Manager Thomas announced that Public Information Officer Angelo was attending the California Conference for Public Information Officials to receive awards for videos made promoting City services.

ADJOURNMENT
Mayor Montano adjourned the meeting at 8:16 PM.

Draft meeting minutes submitted by City Clerk, Suzanne Guzzetta

May 21, 2024 Milpitas City Council Minutes Page 1

REGULAR MEETING OF THE MILPITAS

CITY COUNCIL

MINUTES
TUESDAY, MAY 21, 2024
CITY COUNCIL CHAMBER, 455 E. CALAVERAS BLVD, MILPITAS, CA The City Council of the City of Milpitas convened on the City Council meeting day in a Regular Meeting of the Milpitas City Council on May 21, 2024, in the City Council Chamber, 455 E. Calaveras Blvd, Milpitas, CA, and via teleconference/Zoom webinar.

CALL MEETING TO ORDER by Mayor and ROLL CALL by City Clerk Mayor Montano called the Regular City Council meeting to order at 6:04 PM. Roll Call was taken by City Clerk Guzzetta.

PRESENT: Mayor Montano, Vice Mayor Chua, Councilmember Barbadillo, Councilmember Lien, Councilmember Phan
ABSENT: None.

ADJOURN TO CLOSED SESSION
City Attorney Mutalipassi introduced the item to be discussed.

There were no public comments.

The City Council adjourned to Closed Session at 6:06 pm. (a) PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Pursuant to California Government Code Section 54957
Position: City Manager
The City Council reconvened at 7:00 PM.

CLOSED SESSION ANNOUNCEMENT:

City Attorney Mutalipassi noted there was nothing to report.

PLEDGE OF ALLEGIANCE
Mayor Montano led the pledge of allegiance

INVOCATION
Vice Mayor Chua invited Pastor Rey Lingad to present the invocation.

PRESENTATIONS
Mayor Montano, joined by the City Council, presented proclamations and certificates in recognition of Asian American, Native Hawaiian, and Pacific Islander Heritage Month and Public Works Week. A video highlighting the diversity of employees and projects in the Public Works Department was shown in recognition of Public Works Week.

May 21, 2024 Milpitas City Council Minutes Page 2

PUBLIC FORUM
There were the following public speakers:

1. Voltaire Montemayor

ANNOUNCEMENT OF CONFLICT OF INTEREST AND CAMPAIGN CONTRIBUTIONS City Attorney Mutalipassi asked the Mayor and City Councilmembers if they had any personal conflicts of interest. By roll call, there were no conflicts of interest. City Attorney Mutalipassi asked the Mayor and City Councilmembers if they had any reportable campaign contributions. By roll call, there were no reportable campaign contributions.

READING OF THE CITY COUNCIL CODE OF CONDUCT
Vice Mayor Chua read the Code of Conduct.

APPROVAL OF AGENDA
After discussion, motion: to approve the agenda.

Motion/Second: Vice Mayor Chua/Councilmember Lien
Motion carried by the following:

AYES: Mayor Montano, Vice Mayor Chua, Councilmember Barbadillo, Councilmember Lien, Councilmember Phan
NOES: None
ABSENT:

CONSENT CALENDAR
Councilmember Phan asked to pull Item C5.

There were no public speakers.

After discussion, motion: to approve the Consent Calendar, pulling Item C5.

Motion/Second: Vice Mayor Chua/Councilmember Lien
Motion carried by the following:

AYES: Mayor Montano, Vice Mayor Chua, Councilmember Barbadillo, Councilmember Lien, Councilmember Phan
NOES: None

1. Receive City Council Calendar of Meetings for May and June 2024 (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Received City Council Calendar of Meetings for May and June 2024.

2. Approve City Council City Council Meeting Minutes of May 7, 2024 (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Approved City Council Meeting minutes of May 7, 2024.

3. Receive the Preview List of Anticipated Items for the Next Regular City Council Meeting (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)

May 21, 2024 Milpitas City Council Minutes Page 3
Received the list of anticipated agenda items for the next regular City Council meeting.

4. Receive and Review the List of Agenda Items Requested by City Councilmembers (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Reviewed the list of items that have been requested by City Councilmembers and provided direction to staff as necessary.

6. Confirm Chamber of Commerce Appointment to the Economic Development and Trade Commission (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3004) Received the Chamber of Commerce recommendation for the appointment of Larry Ciardella to the Economic Development and Trade Commission and confirmed the appointment.

7. Receive Summary of 2024 Earmark Requests (Staff Contact: Matt Cano, Assistant City Manager, 408-586-3012)
Accepted the report outlining the City of Milpitas’ 2024 State and Federal Earmark Requests.

8. Adopt a Resolution Accepting Public Improvements and Approve a Reduction of Faithful Performance Bond for Public Improvements for the RCD Housing Project Located at 355 Sango Court (Staff Contact: Christian Di Renzo, Public Works Director, 408-586-2602; Michael Silveira, City Engineer, 408-586-3303; and Roberto Alonzo, Public Works Division Manager – Engineering, 408-586-3316)
Adopted Resolution No. 9326 granting acceptance of the completed public improvements for the RCD Housing Project as shown on Public Improvement Plans No. 2-1386; and approved a reduction in the faithful performance bond to $396,275.75, which is 25% of the security’s original value for the public improvements construction cost and shall be in effect for the duration of the warranty period; and granted authorization to the City Engineer to release the remaining portion of the performance bond after the one-year warranty period without further City Council action provided all required warranty work is completed to the satisfaction of the City Engineer.

9. Receive and Approve the Calendar Year 2023 Controlled Equipment Annual Report (Staff Contact: Jared Hernandez, Chief of Police, 408-586-2406) Received and approved the Calendar Year 2023 Controlled Equipment Annual Report.

10. Adopt a Resolution Accepting ARPA Park Rehabilitation Phase 1, Project No. 3500, Authorizing the Public Works Director to File a Notice of Completion, and Authorize the City to issue a Notice of Final Acceptance after the One-Year Warranty (Staff Contact: Christian Di Renzo, Public Works Director, 408-586-2602)
Adopted Resolution No. 9327 granting acceptance of ARPA Park Rehabilitation Phase 1, Project No. 3500, authorizing the Public Works Director to file a Notice of Completion, and authorizing the Public Works Director to issue a Notice of Final Acceptance after the one-year warranty.

11. Receive Final Update on Storm Drain System Emergency Repairs and Improvements at Evans Road and Piedmont Creek, Terminate the Emergency Declaration, and Adopt a Resolution Granting Acceptance of the Emergency Declaration - Storm Drain System Repairs and Improvements (Staff Contact: Christian Di Renzo, Public Works Director, 408-586-2602) (1) Received an update on the emergency repairs and improvements at Evans Road and Piedmont Creek; (2) Approved the termination of the emergency declaration; and (3) Adopted Resolution No. 9328 granting acceptance of Storm Drain System Repairs and Improvements at Evans Road and

May 21, 2024 Milpitas City Council Minutes Page 4
Piedmont Creek, Project No. 24-044 and 24-045, and authorizing the Public Works Director to file a Notice of Completion and issue a Notice of Final Acceptance after the one-year warranty.

12. Approve Agreements and Related Amendments with the County of Santa Clara for the Collection of AB939 Implementation Fees and Administration of the Countywide Household Hazardous Waste (HHW) Collection Program (Staff Contact: Christian Di Renzo, Public Works Director, 408- 586-2602; and Elaine Marshall, Deputy Public Works Director, 408-586-2603) Approved and authorized the City Manager to execute two agreements and related amendments with the County of Santa Clara for (1) Collection of AB939 Implementation Fees and (2) Administration of the Countywide Household Hazardous Waste (HHW) Collection Program for the term July 1, 2024 – June 30, 2027.

13. Approve a Professional Service Agreement with Backflow Prevention Specialists, Inc. for the Backflow Hazard Assessment Survey (Staff Contact: Christian Di Renzo, Public Works Director, 408-586-2602; and Michael Silveira, City Engineer, 408-586-3303) Approved and authorized the City Manager to execute a Professional Service Agreement with Backflow Prevention Specialists, Inc. in the amount of $121,394.00 for the Backflow Hazard Assessment Survey.

14. Consider Fee Waiver Requests from the Samuel Ayer High School Alumni Association, Rotary Club of Milpitas, and LEAD Filipino, and a Donation to the Sunnyhills Neighborhood Association (Staff Contact: Renee Lorentzen, Recreation and Community Services Director, 408-586-3409) (1) Approved a fee waiver of $1,500.00 for the Samuel Ayer High School 24th Annual Reunion at Murphy Park on September 21, 2024; (2) Approved a fee waiver of $522.50 for the Rotary Club of Milpitas Fundraiser “A Rose for You” on May 19, 2024; (3) Approved a fee waiver of $93.00 for the LEAD Filipino Yoga event at Delano Manongs Park Filed on June 9, 2024; and (4) Approved a donation of $500.00 for the Sunnyhills Neighborhood Association Milpitas Juneteenth 2024 event at Sunnyhills Albert Augustine, Jr. Memorial Park on June 15, 2024.

15. Approve the Community Heroes Program City Council Policy (Staff Contact: Renee Lorentzen, Recreation and Community Services Director, 408-586-3409) Approved the Community Heroes City Council Policy.

ITEMS PULLED FROM CONSENT CALENDAR

5. Authorize the Reallocation of Money Appropriated in the FY23/24 Budget from the Legacy Special Council Provider to the Current Special Council Provider and Approve and Authorize the City Attorney and City Manager to Execute an Amendment to the Contract with Meyers Nave for Contracted Outside Counsel (Staff Contact: Michael Mutalipassi, City Attorney, 408-586-3040) Councilmember Phan asked for additional information on the request. City Attorney Mutalipassi noted that this item recommends reallocating funds from one legal firm to another for special projects within the city's budget. The funds in question were initially designated for legal services provided by a legacy firm, BBK. However, all projects with BBK have been completed, prompting the need to transfer the remaining budgeted funds to another legal firm, Meyers-Nave, which has been providing legal services to the city on an as-needed basis.

Councilmember Phan asked for clarification on the services provided by the law firm. City Attorney Mutalipassi explained that the special projects covered by this budget allocation include various legal matters such as HR-related issues, Public Records Act projects, matters with the Public Employee Relations Board (PERB), and arbitrations involving disputes with unions. He emphasized that the funds

May 21, 2024 Milpitas City Council Minutes Page 5
being reallocated are already part of the city attorney's budget, not new appropriations, and that the reallocation and amendment to the contract are necessary to cover ongoing legal work.

Councilmember Phan suggested the request should go through the budget process and stated he could not support the item.

Vice Mayor Chua clarified that the funds are not proposed but from an existing budget.

Councilmember Barbadillo asked for clarification on the budgeting process for special counsel services, highlighting confusion about funds allocated in previous fiscal years. City Attorney Mutalipassi noted that the budget for the new special counsel was already accounted for in the city attorney's budget. The Councilmember questioned the need for the reallocation if funds were already budgeted, prompting clarification that the amendment is to switch contracts, not allocate new funds. Further discussion ensued regarding the necessity of the reallocation and its impact on the budget. City Attorney Mutalipassi emphasized that without approval, the special counsel work cannot proceed, indicating the urgency of the decision.

There were the following public speakers:

1. Voltaire Montemayor
After discussion, motion: to (1) Authorize the reallocation of money appropriated in the FY-23/24 budget from the legacy special council provider to the current special council provider and approve; (2) Approve an amendment to the contract with Meyers Nave for contracted outside counsel in the amount of $90,000; and (3) Authorize the City Attorney and City Manager to execute the amended agreement..

Motion/Second: Vice Mayor Chua/Mayor Montano
Failed by the following:

AYES: Mayor Montano, Vice Mayor Chua
NOES: Councilmember Barbadillo, Councilmember Lien, Councilmember Phan The motion failed.

PUBLIC HEARINGS

16. Approve the Conceptual Designs for South Milpitas Boulevard Road Extension, Project No. 2016, and Montague Pedestrian Overcrossing at Penitencia Creek, Project No. 2018; and Adopt a Resolution Adopting the Initial Study Mitigated Negative Declaration for South Milpitas Boulevard Road Extension, Project No. 2016 (Staff Contact: Christian Di Renzo, Public Works Director, 408-586-2602; and Michael Silveira, City Engineer, 408-586-3303) City Manager Thomas introduced the item. Acting Public Works Division Manager - Engineering Eam presented the report.

Mayor Montano opened the public hearing.

There were the following speakers:

1. Voltaire Montemayor
Mayor Montano closed the public hearing.

Councilmember Barbadillo asked questions about the project funding and the consequences if the anticipated grant isn't received. Acting Public Works Division Manager - Engineering Eam, City

May 21, 2024 Milpitas City Council Minutes Page 6
Engineer Silveira, Assistant City Manager Cano and City Manager Thomas responded to his questions.

The Councilmember agreed with the project, emphasizing its importance to the regional plan and the need to pursue federal infrastructure grants to reduce local costs.

Mayor Montano commented on the time required to complete similar projects.

After discussion, motion: to approve the conceptual designs for the South Milpitas Boulevard Road Extension, Project No. 2016, and the Montague Pedestrian Overcrossing at Penitencia Creek, Project No. 2018; adopt Resolution No. 9329 to adopt the Initial Study/Mitigated Negative Declaration for the South Milpitas Boulevard Road Extension, Project No. 2016; authorize the Public Works Director to file a Notice of Determination for South Milpitas Boulevard Road Extension, Project No. 2016, in accordance with CEQA Guidelines Section 15075; find that the Montague Pedestrian Overcrossing at Penitencia Project meets all the requirements for a Statutory Exemption under Public Resources Code section 21080.25 and is therefore, is statutorily exempt from environmental review under CEQA; and authorize the Public Works Director to file a Notice of Exemption for Montague Pedestrian Overcrossing, Project No. 2018 in accordance with CEQA guidelines section 15062..

Motion/Second: Councilmember Lien/Councilmember Barbadillo Motion carried by the following:

AYES: Mayor Montano, Vice Mayor Chua, Councilmember Barbadillo, Councilmember Lien, Councilmember Phan
NOES: None

17. Adopt a Resolution Approving the Fiscal Year 2024-25 User and Regulatory Fee Schedule (Staff Contact: Luz Cofresí-Howe, Finance Director, 408-586-3111) City Manager Thomas introduced the item. Assistant Finance Director Tsang offered introductory remarks, and ClearSource Consultant Terry Madsen presented the report.

Mayor Montano opened the public hearing.

There were the following public speakers:

1. Voltaire Montemayor
Mayor Montano closed the public hearing.

Vice Mayor Chua questioned the percentage increase for fees and asked how the City compares to other cities in terms of fees. Assistant Finance Director Tsang noted that the City anticipates approximately $700,000.00 per year in new revenue from the fee increases. ClearSource Consultant Terry Madsen noted that when the city completed a cost of service study, it was confirmed that the City fees were in alignment with the region. He noted that this update is an interim year update and only an inflationary adjustment.

Councilmember Barbadillo raised concerns about the fiscal impact of adjusting service fees, particularly how it affects different departments and the community. He questioned if these adjustments, which include minor increases for building permits, recreation, police, and fire services, would impact residents unduly, particularly with recent budget discussions. He followed up, questioning the timing of this information, suggesting it should have been part of the budget discussion, especially when addressing employee compensation. Assistant City Manager Matt Cano, joined by Recreation and Community Services Director Lorentzen, explained that cost recovery models are standard to ensure public funds aren't subsidizing private benefits, and the city aims to minimize public impact through scholarships and other programs. Any fee increases are necessary to avoid cutting other city services.

May 21, 2024 Milpitas City Council Minutes Page 7
Vice Mayor Chua questioned why increases are being proposed to the fee schedule. ClearSource Consultant Terry Madsen clarified that most fees remain unchanged and that new categories are being added to capture non-resident fees. He noted that the majority of the fees proposed for increase are development related.

Councilmember Lien made a motion: to adopt a resolution approving the Fiscal Year 2024-25 User and Regulatory Fee Schedule. Vice Mayor Chua seconded the motion. Vice Mayor Chua asked Councilmember Barbadillo if there were specific concerns he wanted addressed.

Councilmember Barbadillo suggested the item needed more discussion before the City Council could take action.

ClearSource Consultant Terry Madsen proposed adjusting the fees by 3.6% to bring them in line with the local CPI.

Councilmember Barbadillo questioned the impact if the User and Regulatory Fee Schedule wasn't approved at this meeting. Assistant Finance Director Tsang noted that some fees require an extended period before they can be enacted so they couldn’t be captured at the start of the new budget period.

Vice Mayor Chua asked when the item could next be heard. City Clerk Guzzetta clarified the noticing period. It was concluded the next possible meeting would be the regular City Council meeting of June 18, 2024.

Upon a call for the question, the motion failed.

Motion/Second: Councilmember Lien/Vice Mayor Chua
Failed by the following:

AYES: Councilmember Lien
NOES: Mayor Montano, Vice Mayor Chua, Councilmember Barbadillo, Councilmember Phan The City Council directed staff to return with this item on June 18, 2024.

COMMUNITY SERVICES AND SUSTAINABLE INFRASTRUCTURE

18. Presentation from Bay Area Air Quality Management District Staff on the Results of the South Bay Odor Attribution Study (Staff Contact: Christian Di Renzo, 408-586-2602, Public Works Director; and Elaine Marshall, Deputy Public Works Director, 408-586-2603) Deputy Public Works Director Marshall introduced the item. Bay Area Air Quality Management District Deputy Executive Officer of Public Affairs Viet Tran and California Air Resources Board Air Resources Engineer Joe Zhou presented the report. Newby Landfill General Manager Enrique Perez responded to questions.

There were the following public speakers:

1. Raymond Wong

2. Keng Ng

3. Chia Ling Kong

4. Vikram Sulakhe

5. Member of the Public

6. Voltaire Montemayor

May 21, 2024 Milpitas City Council Minutes Page 8
Council discussion ensued.

Councilmember Phan left the meeting at 10:00 PM.

ANNOUNCEMENTS AND FUTURE AGENDA ITEMS
Vice Mayor Chua made the following announcements and requests:

1. She spoke about recent news regarding Chaparral Ranch, which provides horseback riding for the City of Milpitas, and requested to send a letter signed by the Mayor and City Council to the County Administrator and Supervisor Lee, asking the county to investigate the treatment of horses by Chaparral Corporation at Ed Levine Park and the adjacent Chaparral Ranch. Mayor Montano noted that a letter was currently in the works from the City Manager and City Attorney to the County. There was consensus to add the item to the prioritization list (Absent: Phan)

2. Add an item for staff to bring back an amendment to the municipal code regarding the boarding and treatment of horses within the city's jurisdiction. There was consensus to add the item to the prioritization list (Absent: Phan)

3. Vice Mayor Chua Invited the community to the Technology for Seniors Program.

Mayor Montano spoke on flags displayed on private property.

City Manager Thomas announced a Community Open House at the Barbara Lee Senior Center to discuss a zoning change on Thursday, May 30, 2024.

Councilmember Lien thanked staff and the community for their support of the Milpitas Rotary Club fundraiser for scholarships for students in the community and Vietnam.

ADJOURNMENT
Mayor Montano adjourned the meeting at 10:19 PM.

Draft meeting minutes submitted by City Clerk, Suzanne Guzzetta

TENTATIVE CITY COUNCIL AGENDA ITEM LIST
as of 5/30/2024
June 18, 2024 – Regular Meeting

CLOSED SESSION
INVOCATION (Councilmember Lien)

PRESENTATION
• Parks and Recreation Month (Proclamation)

CONSENT CALENDAR

1. Receive City Council calendar for June, July and August 2024 (City Clerk)

2. Approve City Council meeting minutes of June 4 and 11, 2024 (City Clerk)

3. Preview list of items for August 13, 2024 (City Clerk)

4. Councilmember Request List (City Clerk)

5. Commission Appointments (City Clerk)

6. Delegation of Authority for Emergency Actions (City Manager)

7. Community Investment Fund Grant to MUSD for Paraprofessional Early Childhood Education Courses (Economic Development)

8. Neogov 5 Year Contract (Human Resources)

9. Ascent Contract Extension (Planning)

10. Comprehensive Zoning Update Phase 1 Ordinance 2nd Reading (Planning)

11. 1980 Tarob Court Revised Operations and Maintenance Agreement (Public Works / Engineering)

12. CIP 3465 - FS1 Modular Building Replacement Purchase Agreement (Public Works / Engineering)

13. Library Walk (Recreation)

PUBLIC HEARINGS

14. Approve FY 2024-25 User and Regulatory Fee Schedule (Finance)

15. Weed Abatement (Fire Prevention)

16. CDBG Public Hearing #2 (Housing)

MILPITAS CITY COUNCIL

AGENDA ITEM REQUESTS

OPEN ITEMS
Request
No. Topic Submitted by:

Date
Requested
STATUS and/or DATE scheduled on City
Council meeting agenda:
1 Add an item for staff to bring back an amendment
to the municipal code regarding the boarding and
treatment of horses within the city's jurisdiction Chua 5/21/2024 This item will be considered as part of the
next City Council prioritization discussion
2 Send a letter signed by the Mayor and City Council
to the County Administrator and Supervisor Lee,
asking the county to investigate the treatment of
horses by Chaparral Corporation at Ed Levine Park
and the adjacent Chaparral Ranch Chua 5/21/2024
This letter is bring drafted and will be sent to
the County in early June.
3 Investigate the feasibility of hosting night food truck events to revitalize Main Street Montano 5/7/2024
This item will be considered as part of the
next City Council prioritization discussion
4 Conduct a traffic study on Escuela Parkway to
address circulation concerns Montano 5/7/2024
This item will be considered as part of the
next City Council prioritization discussion
5 Consider using banners to promote local
businesses in Milpitas Chua 5/7/2024
This item will be considered as part of the
next City Council prioritization discussion
6 Explore enhancing the smoking ordinance to
include prohibitions in parking lots Chua 5/7/2024
This item will be considered as part of the
next City Council prioritization discussion
7 Look into establishing a tobacco ordinance for the
city of Milpitas Chua 5/7/2024
This item will be considered as part of the
next City Council prioritization discussion
8 Explore the possibility of augmenting the Planning
Commission stipend Barbadillo 4/16/2024
This item will be considered as part of the
next City Council prioritization discussion
9 Revisit the solicitation ordinance for potential
improvements and reintroduction Barbadillo 4/16/2024
This item will be considered as part of the
next City Council prioritization discussion
10 Explore changing or enhancing the focus of the
community advisory commission to add housing Chua 4/2/2024 This item will be considered as part of the
next City Council prioritization discussion
11 Honor military residents by selecting several at one given month during the year for recognition with
banners displayed on Main Street Chua 3/19/2024
This item will be considered as part of the
next City Council prioritization discussion
12 Explore options for revisions to ADU ordinance Chua 3/5/2024 This item will be considered as part of the
next City Council prioritization discussion
13 Explore an Arts Month Event where commissioners
can exhibit their Art Chua 3/5/2024
This item will be considered as part of the
next City Council prioritization discussion

ACTIVE ITEMS
Request
No. Topic Submitted by:

Date
Requested
STATUS and/or DATE scheduled on City
Council meeting agenda:
14 Request that the Arts Commission explore
alternatives for future of statue in front of City Hall Phan 1/30/2024 An update was included in the February 20th
Council prioritization reprt.
15 Update the Commissioner Handbook to include an
option for outgoing commissioners to make
presentations to other commissions Chua 1/23/2024
An update was included in the February 20th
Council prioritization reprt.
16 Workshop for retailers focusing on best practices
and safety with plans for quarterly sessions Chua 1/23/2024 An update was included in the February 20th
Council prioritization reprt.

NOTE: Deferred and Completed Items are not listed

MILPITAS CITY COUNCIL

AGENDA ITEM REQUESTS
17 Explore possibility of naming the County library on
Main Street Phan 1/23/2024
An update was included in the February 20th
Council prioritization reprt.
18 Consideration of the 20% Low Income Below
Market Rate Housing Montano 12/5/2023
This item was approved to move forward as
part of the February 20th Council
prioritization
19 Bring back Bingo and the Tour at the Senior
Center Chua 11/7/2023
An update was included in the February 20th
Council prioritization reprt.
20 Referral for utility infrastructure cost on Main Street from Carlo to Corning Streets Montano 10/17/2023
An update was included in the February 20th
Council prioritization reprt.
21 Consider a possible ordinance or policy regarding
solicitations at home Barbadillo 10/3/2023
An update was included in the February 20th
Council prioritization reprt.
22 Main Street International Festival Lien 10/3/2023
An update was included in the February 20th
Council prioritization reprt.
23 Have the Police Chief direct staff to complete an
analysis in partnership with the County to
determine if it would be beneficial to have a
location where residents can pickup Narcan
Chua 9/5/2023
An update was included in the February 20th
Council prioritization reprt.
24 Explore taking steps towards becoming a Charter
City Phan 9/5/2023
An update was included in the February 20th
Council prioritization reprt.
25 Human Resources Director to conduct a job fair
specific to the job openings at City Hall Chua 5/2/2023 An update was included in the February 20th
Council prioritization reprt.
26 Pickleball Pilot Project Chua 2/28/2023
An update was included in the February 20th
Council prioritization reprt.
27 Main Street Infrastructure Projects Montano 2/28/2023 An update was included in the February 20th
Council prioritization reprt.
28 Main Street Flooding at Library Chua 2/28/2023
An update was included in the February 20th
Council prioritization reprt.
29 Satellite Consulate Office Montano 2/28/2023
An update was included in the February 20th
Council prioritization reprt.
30 Have the City look into the possibility of a Citywide Senior Discount Barbadillo 2/7/2023
An update was included in the February 20th
Council prioritization reprt.
31 City Manager to look into defining either a
standalone teen center or updating information to
indicate the Senior Center also functions as a Teen
Center
Chua 9/20/2022
An update was included in the February 20th
Council prioritization reprt.
32 Discuss converting vacant lot that was a basketball
court into a community garden at Vasona and
Adobe Montano 8/16/2022
An update was included in the February 20th
Council prioritization reprt.
33 City Manager look into implementing a workshop
for small businesses on the bidding process for
projects in the city Chua 8/9/2022
An update was included in the February 20th
Council prioritization reprt.
34 Quarterly or Monthly crime statistics on Homekey
Project Chua 6/7/2022
An update was included in the February 20th
Council prioritization reprt.
35 Memorial Plaque in honor of youth skateboarder
that passed away Montano 6/7/2022
An update was included in the February 20th
Council prioritization reprt.
36 Evaluate reopening the childcare center with a nonprofit organization running the center Montano 2/1/2022An update was included in the February 20th Council prioritization reprt.
37 Staff to look into mural Art on Great Mall Parkway
on the VTA owned Light rail pillars Montano 11/16/2021
An update was included in the February 20th
Council prioritization reprt.
38 Have a picture of Albert Vogel Sr. put up in the
Senior Center Montano 10/19/2021
An update was included in the February 20th
Council prioritization reprt.
39 Include a bust of Maria Lemire on the Mural in front of the Senior Center Montano 8/17/2021
An update was included in the February 20th
Council prioritization reprt.
40 Consider Community Museum and Park on Main
St. Phan 8/20/2019
Discussions with the property owner of this
site are ongoing.

ACTIVE ITEMS
Request
No. Topic Submitted by:

Date
Requested
STATUS and/or DATE scheduled on City
Council meeting agenda:

NOTE: Deferred and Completed Items are not listed

CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Adopt a Resolution Calling for the General Municipal Election on November 5, 2024 (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001) Category: Consent Calendar-Leadership and Support Services Meeting Date: 6/18/2024
Recommendation: Adopt a resolution calling a General Municipal Election for the City of Milpitas on Tuesday, November 5, 2024, requesting consolidation of the election in accordance with California Elections Code Section 10418, and requesting services from the Santa Clara County Registrar of Voters.

Background:

Milpitas Municipal Code Title I, Chapter 200 Section 1.00 outlines the provisions for the municipal election to be conducted on the same day as the statewide General Election. The City will hold a general municipal election on November 5, 2024, for the purpose of electing two (2) Councilmembers and one (1) Mayor. Those councilmember and mayoral seats are currently held by Vice Mayor Chua, Councilmember Phan, and Mayor Montano respectively. The at-large Mayoral seat is elected for a two (2) year term ending in 2026 and the two (2) City Council seats are for four (4)-year terms ending in 2028.

Pursuant to Section 10002 of the Elections Code of the State of California, the governing body of a City is empowered to request, via resolution, the County Board of Supervisors to permit the County elections official to render special services to the City related to the conduct of elections. Upon approval, this resolution will be submitted to the Santa Clara County Board of Supervisors for consolidation approval. The County requires this resolution be submitted by July 3, 2024.

Analysis:

A resolution has been drafted calling for the municipal election on Tuesday, November 5, 2024, for the purposes of electing the Mayor and two (2) members of the City Council. The resolution also requests consolidation of the Municipal Election with the statewide General Election and requests provision of election services from the Santa Clara County Registrar of Voters.

The nomination period for the November 5, 2024 election commences at 9:00 a.m. on Monday, July 15, 2024, and concludes at 5:00 p.m. on Friday, August 9, 2024. The City Clerk’s Office will be available for appointments during this period from 8 a.m. to 5 p.m. In the event that an eligible incumbent fails to file nomination papers by the August 9th deadline, the nomination period will be extended exclusively for nonincumbent candidates until Wednesday, August 14, 2024.

Each Candidate has the option to include a Candidate’s Statement in the sample ballot. In June 2006, the Milpitas City Council adopted Resolution No. 7597 defining guidelines for Candidates’ Statements of Qualifications printed in the sample ballot for municipal elections. This resolution sets forth the total number of words permitted in a Candidate’s Statement (200) and that the candidate is responsible for the cost of printing and mailing the statement as well as the translation into languages other than English. The estimated cost of the Candidate Statement is $3,400. The federal Voting Rights Act Section 203 requirements apply to Santa Clara County and mandate that election materials be made available in four languages: Chinese, Spanish, Tagalog, and Vietnamese.

The City Council may also submit ballot measure(s) for the November 2024 election. In the event of such submission, the Council will take action through separate resolution(s) and/or ordinance(s), subsequently submitting them to the County Board of Supervisors and Elections Department within the prescribed deadlines for inclusion on the ballot.

Fiscal Impact:

The estimated cost of the 2024 municipal election is $192,945 and is included in the FY 2024-25 Proposed Operating Budget. The amount is only an estimate provided by the Register of Voters Office as of February 27, 2024, and may change upon the adoption of the revised Santa Clara County Fee Schedule or subject to change upon final billing. The County of Santa Clara Registrar of Voters shall invoice the City for all related costs after the election is concluded. Election costs are determined by several factors including administrative cost, number of registered voters, and printing of sample ballots. Per Resolution 7597, Candidates are responsible for the cost for Candidate’s Statement in the ballot pamphlet if they choose to submit one. Any subsequent ballot measure(s) placed on the November 5, 2024 ballot would be an additional election expense.

California Environmental Quality Act:

The calling of a municipal election is not considered a project, pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.

Recommendation:

Adopt a resolution calling a General Municipal Election for the City of Milpitas on Tuesday, November 5, 2024, requesting consolidation of the election in accordance with California Elections Code Section 10418, and requesting services from the Santa Clara County Registrar of Voters.

Attachment:
(a) Resolution

RESOLUTION NO. ____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MILPITAS

CALLING A GENERAL MUNICIPAL ELECTION FOR TUESDAY, NOVEMBER 5, 2024, AND REQUESTING SERVICES OF THE SANTA CLARA COUNTY

REGISTRAR OF VOTERS AND CONSOLIDATION OF THE ELECTION
WHEREAS, the City Council has adopted Section 1.00 of Chapter 200, Title I of the Milpitas Municipal Code pursuant to Elections Code of the State of California Section 1301, determining that all General Municipal Elections shall be held on the Statewide General Election Day; and WHEREAS, pursuant to Section 1001 of the Elections Code of the State of California, there is a scheduled Statewide General Election to be held on Tuesday, November 5, 2024; and WHEREAS, a General Municipal Election is necessary to fill the offices of Mayor and two (2) members of the City Council, whose terms are expiring; and WHEREAS, pursuant to Part 3, Consolidation of Elections, and commencing with Section 10400 of the Elections Code of the State of California, such municipal election may be either completely or partially consolidated and held on the same day as a statewide election, upon order of this City.

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

1. Pursuant to Section 10403 of the Elections Code of the State of California, the City Council of Milpitas calls a Municipal Election to be held on Tuesday, November 5, 2024; and requests the Board of Supervisors of the County of Santa Clara to completely consolidate the election with the General Statewide election. The consolidated election will be held, regulated, and conducted in accordance with the provisions of law.

2. The offices to be voted upon at such election are as follows:
(1) Mayor of the City of Milpitas, full term, (2) two years; (2) Member of the City Council of the City of Milpitas, full term, (4) four years;

3. Pursuant to section 10002 of the Elections Code of the State of California, the City of Milpitas requests the services of the Board of Supervisors of the County of Santa Clara and the Registrar of Voters of the County of Santa Clara to render such services to the City as requested by the City Clerk, and shall reimburse the county for the costs incurred by the County of Santa Clara Registrar of Voters in conducting the General Statewide election for the City. The City requests the County of Santa Clara Board of Supervisors to permit the County of Santa Clara Registrar of Voters to prepare the City’s election materials. The election services to be performed shall include the preparation, printing and mailing of official ballots and county voter information guides; the establishment of precincts, election ballots, return mail envelopes, ballot drop boxes, vote centers, election officers, and producing such publications as are required by law in connection therewith; the furnishing of ballots, envelopes, and other necessary supplies and materials for voting places; the canvassing of the returns of the election; the furnishing of the results of such canvassing to the City Clerk; and, the performance of other election services as may be requested by the City Clerk.

2 Resolution No. ____

7. That the City Council of the City of Milpitas requests the Board of Supervisors of the County of Santa Clara to hold and conduct the municipal election in the manner prescribed in section 10418 of the Elections Code of the State of California, and to further provide that the Registrar of Voters canvass the returns of the municipal election. The County of Santa Clara is hereby authorized to certify the returns of the municipal election.

4. Pursuant to section 13307 of the Elections Code of the State of California, each candidate for elective office to be voted for in the City of Milpitas on November 5, 2024, may prepare a candidate’s statement on an appropriate form provided by the City Clerk, as the City’s Election Official, or their designee. The statement may include the name, age and occupation of the candidate and a brief description of no more than 200 words of the candidate’s education and qualifications expressed by the candidate himself or herself. The statement shall not include the party affiliation of the candidate, nor membership or activity in partisan political organizations. Any candidate’s statement submitted shall be limited to a recitation of the candidate’s own personal background and qualifications and shall not in any way make reference to other candidates for that office or to another candidate’s qualifications, character, or activities.

4. Each candidate shall be required to pay for the cost of printing, translating, and distributing said candidate’s statement and each candidate who files such a statement shall be required to pay in advance the estimated cost of printing, handling, and mailing said candidate statement.

5. Pursuant to the Federal Voting Rights Act, candidates’ statements will be translated into all languages required by the County of Santa Clara. The County is required to translate candidate’s statements into the following languages: Spanish, Chinese, Vietnamese and Tagalog. The County will print and mail separate sample ballots and candidates’ statements in Spanish, Chinese, Vietnamese and Tagalog to only those voters who are on the county voter file as having requested a sample ballot in a particular language. The County will make the sample ballots and candidates statements in the required languages available at all polling places, on the County’s website, and in the Election Official’s office.

6. That pursuant to section 10522 of the Elections Code of the State of California, a current map showing the City boundaries has been submitted to the Registrar of Voters.

9. Pursuant to section 15651 of the Elections Code of the State of California, the method of determining the winner or winners in the event of a tie vote (two or more persons receive an equal and the highest number of votes for an office) as certified by the County of Santa Clara Registrar of Voters, the City Council of the City of Milpitas, in accordance with Section 15651(a), any tie vote shall be resolved “by lot.”

10. The City Clerk shall publish a “Notice of Election” pursuant to the Elections Code of the State of California section 12101. The City Clerk is authorized, instructed and directed to prepare any documents and take any additional actions that may be necessary in order to properly and lawfully conduct the election.

11. The Vote Centers in the City of Milpitas for the municipal election on November 5, 2024 shall be open at 7:00 a.m. on the day of said election and shall remain open continuously from said time until 8:00 p.m. of the same day, when said polls shall be closed, except as provided in Elections Code of the State of California section 14401.

12. In all particulars not recited in this resolution, the election shall be held and conducted as provided by law for holding municipal elections.

3 Resolution No. ____

13. The City Clerk is hereby directed to forward certified copies of this Resolution to the Clerk of the Board of Supervisors of Santa Clara County and the Registrar of Voters of Santa Clara County promptly upon its adoption.

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

AYES: (0)
NOES: (0)
ABSENT: (0)
ABSTAIN: (0)
ATTEST: APPROVED:
_____________________________ ____________________________ Suzanne Guzzetta, City Clerk Carmen Montano, Mayor
APPROVED AS TO FORM:
_____________________________
Michael Mutalipassi, City Attorney

CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Authorize and Approve the Out-Of-State Travel to Las Vegas, NV, for Councilmember Anthony Phan to attend the Asian Pacific American Leadership Foundation’s (APALF) Inaugural AAPI LEAD (Leadership Elected and AppointeD) Summit from June 19 – 21, 2024. Authorize and Approve Travel to San Francisco, CA, for City Manager Ned Thomas to Attend the Continuing Legal Education International (CLEI) California Land Use Law Conference from June 6 – 7, 2024. (Staff Contact: Matt Cano, Assistant City Manager, 408-586-3012) Category: Consent Calendar-Leadership and Support Services Meeting Date: 6/4/2024
Recommendations:
1) Authorize and Approve the Out-Of-State Travel to Las Vegas, NV for Councilmember Anthony Phan to attend the APALF’s Inaugural AAPI LEAD Summit, from June 19 – 21, 2024, for a not-to-exceed amount of $1,400.00. 2) Authorize and Approve Travel to San Francisco, CA for City Manager Ned Thomas to attend the CLEI’s California Land Use Law Conference, from June 6 – 7, 2024, for a not-to-exceed amount of $1,300.00.

BACKGROUND:

The Asian Pacific American Leadership Foundation (APALF) is hosting its Inaugural AAPI LEAD (Leadership Elected and AppointeD) Summit from June 19 – 21, 2024, at the Bellagio Las Vegas, NV. AAPI LEAD is a project of APALF that aims to strengthen AAPI public officials through training, mentorship, best practice sharing, and unparalleled networking. APALF worked in close collaboration with the National Association of Latino Elected and Appointed Officials (NALEO) in designing this long-overdue national organization for all our communities across the nation. The summit’s preliminary agenda is included in the agenda packet.

The Continuing Legal Education International (CLEI) has been a provider of continuing professional education programs throughout the United States and Canada since 1983. Its seminars focus on emerging legal issues of vital importance not just to attorneys but also to other professionals. Its highly acclaimed conferences are proctored by high-quality faculty, all of whom are recognized experts in their fields of specialty and expertise.

The conference’s agenda is included in the agenda packet.

ANALYSIS:

The City of Milpitas Travel and Expense Policy requires City Council approval for all travel requests from the elected officials and City Manager. Council approval of the out-of-state travel request will allow Councilmember Anthony Phan to participate and engage with other AAPI elected and appointed officials nationwide and bring back the information to share with the Council. Continued conference participation and attendance also ensure that the Milpitas community is fully represented at the regional, state, and national levels. Council approval of City Manager Ned Thomas’ travel request will provide continued professional education that enhances his knowledge affording him with the most current information in making decisions related to land use and housing.

POLICY ALTERNATIVE(S):

Not applicable
FISCAL IMPACT:

The estimated expenses for the conference in Las Vegas, NV, Inaugural AAPI LEAD (Leadership Elected and AppointeD) Summit, are $1,400.00 (registration, hotel, air/land transportation, meal reimbursements). To date,

Councilmember Anthony Phan has a remaining balance of $9,123.34 in his Individual Elected Official allocation of $10,000 for Conferences/Meetings/Memberships to cover the travel expenses related to the Las Vegas conference.

The estimated expenses for the conference in San Francisco, CA, CLEI California Land Use Law Conference, are $1,300.00 (registration, land transportation, and per diem). To date, the City Manager’s Office has an allocation of 410,459.68 for Conferences/Trainings.

California Environmental Quality Act (CEQA):

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.

RECOMMENDATIONS:
1) Authorize and Approve the Out-Of-State Travel to Las Vegas, NV for Councilmember Anthony Phan to attend the APALF’s Inaugural AAPI LEAD Summit, from June 19 – 21, 2024, for a not-to-exceed amount of $1,400.00.
2) Authorize and Approve Travel to San Francisco, CA for City Manager Ned Thomas to attend the CLEI’s California Land Use Law Conference, from June 6 – 7, 2024, for a total not-to-exceed amount of $1,300 budgeted under Conferences/Trainings allocation for the City Manager’s Office.

Attachment(s):

Attachment (a): AAPI LEAD Summit Preliminary Agenda
Attachment (b): CLEI California Land Use Law Conference Agenda Attachment (c): Council Travel Budget Tracking

ATTACHMENT 1

Thursday, June 6
8:00 Registration and Networking Breakfast
8:30 Welcome and Introduction
Overview of Day One
Alan Murphy, Esq., Program Co-Chair
Perkins Coie, San Francisco
Veronica Ramirez., Esq., Program Co-Chair
City Attorney
Redwood City
8:45 Housing Legislation
Recent Changes, Where We Are Now, and What Is
Coming
Louis Mirante, Vice President of Public Policy
Bay Area Council, San Francisco
Alan Murphy, Esq., Program Co-Chair
Perkins Coie, San Francisco
9:45 Housing Case Law Update
What’s New Since We Last Met
Arielle Harris, Esq.

Cox, Castle & Nicholson, San Francisco
10:15 Networking Break
10:30 Builder’s Remedy
How It Works and the Latest Legal Developments
Nira Doherty, Esq.

Burke, Williams & Sorensen, San Rafael
Christopher Elmendorf, Esq., Martin Luther King Jr.

Professor of Law
University of California-Davis School of Law, Davis
Barbara Kautz, Esq.

Goldfarb & Lipman, Oakland
Chelsea Maclean, Esq.

Holland & Knight, San Francisco
12:00 Lunch Break (on your own)
1:15 Featured Presentation
The State’s Housing Law Development Priorities:

Enforcement and Other Initiatives
Melinda Coy, Proactive Accountability Chief, Land
Use and Local Government Relations
California Department of Housing and Community
Development, Sacramento
2:15 The Math Behind the State of Development
in California and Beyond
Muhammad Alameldin, Policy Associate
Terner Center for Housing Innovation, University of
California, Berkeley
2:45 Networking Break
3:00 The Forecast for Development
How Do We Move Forward in Today’s Economic
Climate?
Aaron Aknin, AICP, Principal
Good City Company, Redwood City
Muhammad Alameldin, Policy Associate
Terner Center for Housing Innovation, University of
California, Berkeley
Matthew Gray, Esq.

Perkins Coie, San Francisco
Ashleigh Kanat, Director of Economic and
Workforce Development
City of Oakland
Jeff Schwob, Community Development and
Transportation Director
Redwood City
4:30 Equity and Inclusion
Senate Bill 1000 and Environmental Justice
Mindy Jian, Esq.

Shute, Mihaly & Weinberger, San Francisco
Joseph “Seph” Petta, Esq.

Shute, Mihaly & Weinberger, San Francisco
5:30 Adjourn to Private Networking Reception Sponsored by:

ATTACHMENT 2

Friday, June 7
8:00 Sign-In and Networking Breakfast
8:30 Welcome Back
Overview of Day Two
Alan Murphy, Esq., Program Co-Chair
Perkins Coie, San Francisco
Veronica Ramirez., Esq., Program Co-Chair
City Attorney
Redwood City
8:45 Renewable Energy Projects
The Complexities and Challenges Associated with
Permitting for Renewable Projects
Scott Kuhlke, MBA, Director
EDF Renewables, San Francisco
Shruti Ramaker, Director of Environmental and
Permitting
Nightpeak Energy, Oakland
Barbara Schussman, Esq., Moderator
Perkins Coie, San Francisco
9:45 Networking Break
10:00 CEQA Update
Case Law, Policy, and Practice
Jennifer Hernandez
Holland & Knight, San Francisco
Anna Shimko, Esq.

Burke, Williams & Sorensen, San Francisco
11:00 How Changes in Federal Wetlands
Permitting Under Sackett v. EPA Will Have
a Practical Effect on Projects in California
Discussion of the Law on Waters of the US and the
Sackett Decision and How It All Plays Out on the
Ground
Kelly Hardwicke, Ph.D., Principal Plant Ecologist,
Permitting Specialist
H.T. Harvey & Associates, Los Gatos
Sean Herman, Esq.

Hanson Bridgett, San Francisco
Allison Schutte, Esq.

Hanson Bridgett, San Rafael
12:00 Lunch Break (on your own)
1:15 Fees and Other Exactions
Potential Changes Under Sheetz v. County of El
Dorado and Other Recent Developments
Megan Burke, Esq.

Jarvis Fay, Oakland
Matthew Visick, Esq.

Reuben, Junius & Rose, San Francisco
2:15 Wildfire, Land Use, and CEQA
Analyzing and Mitigating Wildfire Impacts in the Climate Change Era
Hina Gupta, Esq.

Downey Brand, San Francisco
Emily Capello, MPA, Senior Manager
Panorama Environmental, San Francisco
3:15 Evaluations and Adjourn

Travel and Training FY 23-24 Budget Tracking for Council Training/Travel Event Total Remaining Balance
$ 8,287.23 $ 1,712.77
1 Sacramento Annual Conf/Expo: Sept 20 - 22 $ 1,371.08
2 Washington DC Latino Forward National Advocacy Day: Oct 3 - 6 $ 1,573.25 3 Washington US Conference of Mayors: Jan 16 - 19 $ 3,522.26 4 Monterey Mayors and Council Members Academy: Jan 24 - 26 $ 825.64 5 SVBJ Economic and Mayors Forecast: Feb 1 $ 120.00
6 Joint Venture 2024 State of the Valley Forum: Mar 1 $ 350.00 7 2024 Project Cornerstone Asset Champions Breakfast: Mar 15 $ 75.00 8 Water Education for Latino Leaders: Mar 15 - 16 $ 200.00 9 SVBJ LatinX Business Leadership Awards $ 125.00
10 SVBJ The Future of Santa Clara - Prepping for the Big Games $ 125.00 Training/Travel Event Total Remaining Balance
$ 1,367.40 $ 8,632.60
1 Sacramento Annual Conf/Expo: Sept 20 - 22 $ 1,367.40
2 Joint Venture 2024 State of the Valley Forum: Mar 1 $ 350.00 Training/Travel Event Total Remaining Balance
$ 876.66 $ 9,123.34
1 LoCC Peninsula Division Breakfast with Division Officers $ 75.00 2 CivicWell Policymakers Conference: Mar - 14 - 17 (cancelation fees) $ 801.66 Training/Travel Event Total Remaining Balance
$ 6,975.90 $ 3,024.10
1 Sacramento Annual Conf/Expo: Sept 20 - 22 $ 1,380.59
2 San Francisco CALNET Summit: Nov. 16 - 17 $ 493.68
3 San Francisco National API Summit: Nov. 18 - 19 $ 479.60 4 Monterey Mayors and Council Members Academy: Jan 24 - 26 $ 927.64 5 National League of Cities congressional City Conference: Mar 9 - 14 $ 3,099.39 6 SVBJ Economic and Mayors Forecast: Feb 1 $ 120.00
7 Joint Venture 2024 State of the Valley Forum: Mar 1 $ 350.00 8 SVBJ The Future of Santa Clara - Prepping for the Big Games $ 125.00 Training/Travel Event Total Remaining Balance
$ - $ 10,000.00
1 FY23-24 Amount
Expended/Estimated
Mayor Montano
Councilmember Phan
Councilmember Lien
Vice Mayor Chua
Councilmember Barbadillo
FY23-24 Amount
Expended/Estimated
FY23-24 Amount
Expended/Estimated
FY23-24 Amount
Expended/Estimated
FY23-24 Amount
Expended/Estimated
ATTACHMENT 3

CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: FY 2023-24 Financial Status Report for the Quarter Ended March 31, 2024 (Staff Contact: Luz Cofresí-Howe, Finance Director, 408-586-3111) Category: Consent Calendar-Leadership and Support Services Meeting Date: 6/4/2024
Recommendation: Review the FY 2023-24 Quarterly Financial Status Report for the quarter ended March 31, 2024.

BACKGROUND:

On June 6, 2023, the City Council approved the Fiscal Year (FY) 2023-24 Adopted Operating Budget in the amount of $231.9 million and the General Fund Budget in the amount of $129.5 million. After adoption of the budget, staff monitors revenues and expenditures for all funds with an emphasis on the General Fund and Enterprise (Water and Sewer) Funds.

ANALYSIS:

This staff report provides a quarterly update on budget versus actual revenues and expenditures of the General, Water and Sewer Funds, the City’s major operating funds. The summary information below, as well as the attachments, comprise the FY 2023-24 Quarterly Financial Status Report for the quarter ended March 31, 2024. Major revenue sources and expenditures for these funds are discussed below. The attachments provide a detailed summary of budget vs. actual revenues and expenditures for the third quarter of FY 2023- 24, as well as prior year actuals for comparison purposes.

General Fund
On June 6, 2023, the City Council approved the FY 2023-24 Adopted Operating General Fund Budget in the amount of $129.5 million. As of March 31, 2024, the City received $74.2 million in revenues, or 58.0% of the FY 2023-24 amended revenue budget, and incurred $98.0 million in expenditures, or 74.1% of the FY 2023-24 amended expenditure budget. Revenues and expenditures are seasonal, with cash flow fluctuations due to timing of revenue receipts and respective City services rendered. As such, the actual percentage of revenues may not match that of expenditures (e.g., 58.0% revenues vs. 74.1% expenditures through March 31, 2024).

Revenues
For the nine months ended March 31, 2024, the General Fund has received $74.2 million, or 58.0% of the FY 2023-24 amended revenue budget of $127.8 million. Overall, General Fund revenues are 2.3% less than last year at the same time, mainly due to lower intergovernmental (grants, federal contributions), sales tax, licenses, permits and fine collections. The FY 2023-24 Adopted Budget assumed higher, recovering revenues, which is discussed further below by major categories.

• Property Taxes and Redevelopment Property Tax Trust Fund: Most property tax revenue is received in December and April. The revenue forecast estimates $46.0 million in total property tax revenue for the City of Milpitas based on the County of Santa Clara (County) projections. Given the County’s May 3, 2024 update, the County’s property tax projections (net of administrative expense) are $2.9 million higher than the amended budget of $46.0 million. However, such variance primarily relates to the ERAF allocation which is involved in ongoing litigation. The County continues to advise its ERAF recipients to exclude 30% from its respective budget and appropriations actions as a reserve against a potential adverse finding in the ERAF case. The City has done so, with a 30% contingency in the budget for this revenue. City staff continues to monitor this matter.
• Sales & Use Tax: Sales tax is usually collected two months in arrears. As of March 31, 2024, the City has received seven months of sales tax receipts. Revenues are 13.6% lower than last year at the same time due to business closures, declines in electrical equipment sales, and a slowdown of autotransportation related sales. Building materials purchases also have decreased from the prior year. • Sales & Use Tax – Measure F: The district tax became operative April 1, 2021 and sunsets on March 31, 2029. As of March 31, 2024, the City has received seven months of sales tax receipts for Measure F. Revenues are 3.7% lower than last year at the same time. • Franchise Fees: Franchise fees are typically received a month in arrears. Sanitation franchise fees attributed to March have not yet been received. Revenue is trending 9.5% higher when compared to last year, due to higher receipt of garbage debris box fees. • Transient Occupancy Tax: Revenues are 4.4% lower than last year at the same time. Transient Occupancy Tax (TOT) taxes typically are received a month in arrears. TOT revenues may not recover to pre-pandemic revenue levels as personal and business travel and lodging patterns remain altered.

Staff will continue to monitor this decrease in revenue. • License, Permits & Fines: Revenues are 8.7% lower than last year at the same time due to fewer building permits issued. Developer and builder project-delivery timelines vary on a case-by-case basis and are seldom within City control. However, based on recent information received from developers and builders, the City expects an increase in building permit requests in FQ4 of FY 2023-24 and FQ1 of FY 2024-25.

• Charges for Services: Revenues are 5.5% lower than last year at the same time, primarily due to the decrease in After-the-Bell (ATB) program sites, leading to fewer students being served. ATB program sites were reduced this fiscal year due to the Milpitas Unified School District state-imposed requirement to host the Expanded Learning Opportunities Program (ELO-P) at all elementary school sites vs. ATB.

Thus, fewer students are being served by ATB than originally projected for FY 2023-24. • Use of Money and Property: Revenues are two times higher than last year at the same time, as the City’s investment portfolio is earning significantly higher income than last year. This uptick in income is primarily due to the rise in market interest rates because of tighter Federal policy designed to combat inflation.

Expenditures
For the nine months ended March 31, 2024, the General Fund utilized $98.0 million, or 74.1%, of the FY 2023- 24 amended operating budget of $132.3 million. The amended operating budget represents $129.5 million of the adopted appropriation and $2.0 million of carryover encumbrances. As of March 31, 2024, General Fund expenditures are consistent with the prior year as a percentage expended of the budget. Staff will continue to monitor expenditures relative to Council authorized appropriations.

Grants and Donations
In accordance with City Council approved Budget Guidelines, the City Manager has the authority to accept grants and donations up to $100,000. Staff is reporting on acceptance of these grants and donations for this quarter.
• Milpitas Arts and Culture In-Kind Grant - $1,064
Unanticipated Expenditure Reserve
In accordance with the City Council approved Budget Guidelines, as part of the quarterly financial status reports, staff is reporting on the Unanticipated Expenditure Reserve for this quarter. There were no new appropriations and/or contracts authorized for the quarter ended March 31, 2024.

Water Maintenance & Operation (M&O) Fund Financial Status Revenues: For the nine months ended March 31, 2024, $24.4 million of charges for services, or 72.3%, of the $33.7 million amended budget has been received. Total revenue received amounts to $25.1 million, or 73.6%, of the $34.2 million amended budget.

Expenditures: For the nine months ended March 31, 2024, $31.3 million, or 92.3%, of the $33.9 million amended budget has been spent and/or encumbered. The Santa Clara Valley Water District and San Francisco Water Department wholesale water purchase contract encumbrances were posted for the full year in FQ1 FY 2023-24.

Sewer Maintenance & Operation (M&O) Fund Financial Status Revenues: For the nine months ended March 31, 2024, $18.2 million of charges for services, or 77.2%, of the $23.5 million amended budget has been received. Total revenue received amounts to $18.5 million, or 77.8%, of the $23.8 million amended budget.

Expenditures: For the nine months ended March 31, 2024, $15.7 million, or 91.2%, of the $17.2 million amended budget has been spent and/or encumbered. The City of San José wastewater treatment contract encumbrance was posted for the full year in FQ1 FY 2023-24.

POLICY ALTERNATIVE(S):

Alternative 1: Do not review the report.

Pros: There are no pros to not reviewing the report.

Cons: Not reviewing the report may be interpreted as the data is incorrect.

Reason not recommended: Staff is reporting actual unaudited financial data to inform the Council and the public on the City’s financial status.

FISCAL IMPACT:

This is an informational report intended to provide a financial update of the City’s General, Water and Sewer funds for the quarter ended March 31, 2024. No budget amendment is recommended.

California Environmental Quality Act (CEQA):

This item is not a Project under CEQA exempt under CEQA Guideline 15378(b)(4) as it is a government fiscal activity that does not involve a commitment to any specific project which may result in a potentially significant physical impact on the environment.

RECOMMENDATION:

1. Review the FY 2023-24 Quarterly Financial Status Report for the Quarter Ended March 31, 2024 Attachment(s):
a) FY 2023-24 Revenue Report for Fiscal Year-To-Date March 31, 2024 b) FY 2023-24 General Fund Expenditures by Department for Fiscal Year-To-Date March 31, 2024 c) FY 2023-24 Water and Sewer Funds Financial Status for Fiscal Year-To-Date March 31, 2024

FY24 FY24 FY24 FY24 FY24 FY24 FY24 FY23 Percentage
Adopted Budget
Budget
Amendments
Grant
Carryover Amended Budget
Receipts
03/31/2024
Outstanding
Favorable/
(Unfavorable) % Receipt
FY23 Receipts
03/31/2023 FY24 vs FY23
Property Tax 46,023,851 46,023,853 25,821,942 $ (20,201,911) 56.1% 25,216,439 2.4% Sales and Use Tax 28,877,560 28,877,560 16,761,780 $ (12,115,780) 58.0% 19,390,226 -13.6% Sales and Use Tax - Measure F 6,991,000 300,000 7,291,000 4,107,324 $ (3,183,676) 56.3% 4,265,695 -3.7% Transient Occupancy Tax 11,811,235 11,811,235 7,293,660 $ (4,517,575) 61.8% 7,630,617 -4.4% Licenses, Permits & Fines 8,662,020 500,000 9,162,020 5,713,637 $ (3,448,383) 62.4% 6,254,752 -8.7% Operating Transfer In 8,148,456 8,131,426 3,849,100 $ (4,282,326) 47.3% 3,217,190 19.6% Charges for Services 8,111,025 -193,535 7,917,490 4,587,986 $ (3,329,504) 57.9% 4,852,930 -5.5% Franchise Fees 5,811,868 5,811,867 2,594,210 $ (3,217,657) 44.6% 2,368,629 9.5% Other Taxes 1,088,586 1,088,587 825,276 $ (263,311) 75.8% 764,427 8.0% Intergovernmental 820,572 98,498 116,510 919,070 571,412 $ (347,658) 62.2% 1,049,891 -45.6% Use of Money and Property 414,000 414,000 827,680 $ 413,680 199.9% 354,208 133.7% Other Revenues 389,525 389,525 1,230,867 $ 841,342 316.0% 551,936 123.0% Total General Fund Revenue $ 127,149,698 $ 704,963 $ 116,510 $ 127,837,633 $ 74,184,874 $ (53,652,759) 58.0% $ 75,916,940 -2.3%

CITY OF MILPITAS
General Fund Revenues
For Fiscal Year-To-Date March 31, 2024
General Fund Revenues

Departments
Adopted
Budget Amendments Grants C/O Encumb. C/O
Amended
Budget Expenditure Encumbrance
Total YTD
Expenditure
% of
Amended
Budget
FY23 Expenditure
Including
Encumbrance
% of Amended
FY23 Budget
City Council 624,450 -132,454 0 49,698 541,694 286,063 48,509 334,572 61.8% 274,082 50.7% City Manager 2,380,301 -139,240 0 72,533 2,313,594 1,416,571 191,721 1,608,292 69.5% 1,681,278 73.0% City Clerk 649,839 -71,424 0 0 578,415 388,231 0 388,231 67.1% 337,434 70.5% Economic Development 1,049,225 -36,475 0 0 1,012,750 555,084 67,612 622,696 61.5% 576,596 59.6% Building Safety & Housing 6,385,627 0 0 72,446 6,458,073 4,569,008 456,387 5,025,395 77.8% 4,532,527 73.5% City Attorney 1,189,895 0 0 34,610 1,224,505 776,585 73,337 849,922 69.4% 734,736 74.7% Engineering 3,989,913 -433,314 0 20,080 3,576,679 2,463,169 106,493 2,569,662 71.8% 2,511,150 67.3% Finance 4,926,443 -202,101 0 191,249 4,915,591 3,299,534 309,383 3,608,917 73.4% 3,547,574 78.8% Fire 29,293,563 556,599 0 210,856 30,061,018 21,411,024 287,959 21,698,983 72.2% 21,218,299 73.1% Human Resources 2,017,207 0 0 15,566 2,032,773 1,384,606 65,472 1,450,078 71.3% 1,437,654 71.8% Information Technology 4,911,128 -669,673 0 139,830 4,381,285 2,544,356 588,429 3,132,785 71.5% 2,261,197 61.3% Non-Departmental 7,771,743 2,939,808 0 586,370 11,297,921 7,470,757 535,299 8,006,056 70.9% 7,789,674 75.3% Planning 2,024,149 0 16,050 118,271 2,158,470 1,517,219 81,461 1,598,680 74.1% 1,730,521 78.3% Police 41,213,199 -318,793 18,416 185,888 41,098,710 29,440,953 547,021 29,987,974 73.0% 27,682,878 73.9% Public Works 11,086,237 -337,895 0 259,163 11,007,505 7,479,502 1,347,081 8,826,583 80.2% 7,756,787 76.3% Recreation & Community Services 6,775,931 -455,006 0 74,568 6,395,493 4,603,255 441,261 5,044,516 78.9% 4,481,509 66.3% Transfers In/Out/Revenue 3,243,817 0 0 0 3,243,817 3,243,817 0 3,243,817 100.0% 2,241,866 93.7% Grand Total 129,532,667 700,032 34,466 2,031,128 132,298,293 92,849,734 5,147,425 97,997,159 74.1% 90,795,760 73.4% City of Milpitas
General Fund Expenditure By Department Financial Status For Fiscal Year-To-Date March 31, 2024

Revenue Categories Adopted Budget Amendments Grants C/O Amended Budget Receipt Outstanding % Receipt Receipt
3/31/2023
% Receipt
3/31/2023
Charges for Services 33,748,979 0 0 33,748,979 24,417,347 9,331,632 72.3% 23,903,733 72.1% Intergovernmental 0 0 0 0 0 0 0.0% 0 0.0%
Licenses, Permits & Fines 0 0 0 0 0 0 0.0% (74,324) 0.0% Other Revenues 0 0 0 0 289,876 (289,876) 0.0% 21,981 0.0% Use of Money and Property 428,455 0 0 428,455 437,654 (9,199) 102.1% 252,017 68.2% Grand Total 34,177,434 0 0 34,177,434 25,144,877 9,032,557 73.6% 24,103,407 71.9% Expenditures by Department Adopted Budget Amendments Grants C/O Encumb. C/O Amended
Budget Expenditure Encumbrance Total YTD Exp.
% of Amended
Budget
Total YTD Exp.
3/31/2023
% of Amended
Budget
3/31/2023
City Attorney 9,000 0 0 0 9,000 0 0 0 0.0% 9,000 100.0% City Manager 9,167 0 0 0 9,167 0 0 0 0.0% 0 0.0%
Finance 1,097,356 0 0 11,647 1,109,003 779,954 34,268 814,222 73.4% 766,772 67.7% Non-Departmental 24,839,144 0 0 4,753 24,843,897 16,350,294 8,270,772 24,621,066 99.1% 22,793,237 97.0% Public Works 4,993,205 0 0 64,204 5,057,409 3,548,175 151,001 3,699,176 73.1% 3,457,892 76.8% Transfers In/Out/Revenue 2,869,298 0 0 0 2,869,298 2,151,974 0 2,151,974 75.0% 2,015,545 75.0% Grand Total 33,817,170 0 0 80,604 33,897,774 22,830,397 8,456,041 31,286,438 92.3% 29,042,446 91.3% Revenue Categories Adopted Budget Amendments Grants C/O Amended Budget Receipt Outstanding % Receipt Receipt
3/31/2023
% Receipt
3/31/2023
Charges for Services 23,539,248 0 0 23,539,248 18,174,468 5,364,780 77.2% 18,923,049 77.3% Intergovernmental 0 0 0 0 0 0 0.0% 0 0.0%
Licenses, Permits & Fines 0 0 0 0 559 (559) 0.0% (42,048) 0.0% Other Revenues 0 0 0 0 111,293 (111,293) 0.0% 39,282 100.0% Use of Money and Property 286,967 0 0 286,967 261,380 25,587 91.1% 153,363 74.5% Grand Total 23,826,215 0 0 23,826,215 18,547,700 5,278,515 77.8% 19,073,646 77.1% Expenditures by Department Adopted Budget Amendments Grants C/O Encumb. C/O Amended
Budget Expenditure Encumbrance Total YTD Exp.
% of Amended
Budget
Total YTD Exp.
3/31/2023
% of Amended
Budget
3/31/2023
City Manager 9,167 0 0 0 9,167 0 0 0 0.0% 0 0.0%
Engineering 0 0 0 0 0 0 0 0 0.0% 0 0.0%
Finance 670,509 0 0 11,647 682,156 473,106 32,766 505,872 74.2% 542,744 74.2% Non-Departmental 11,223,018 0 0 23,458 11,246,476 7,947,811 3,805,562 11,753,373 104.5% 9,513,951 90.8% Public Works 3,643,288 0 0 109,807 3,753,095 2,165,757 130,111 2,295,868 61.2% 3,398,665 67.5% Transfers In/Out/Revenue 1,503,623 0 0 0 1,503,623 1,127,717 0 1,127,717 75.0% 1,083,147 75.0% Grand Total 17,049,605 0 0 144,912 17,194,517 11,714,391 3,968,439 15,682,830 91.2% 14,538,507 82.2% City of Milpitas
Water and Sewer Financial Status
For Fiscal Year-To-Date March 31, 2024 (unaudited)
Water Fund
Sewer Fund

CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Approve an Agreement with Xerox Corporation For Full-Service Lease Of Copier/Multifunction Digital Devices (Staff Contact: Luz Cofresí-Howe, Finance Director; 408-586-3111)
Category: Consent Calendar-Leadership and Support Services Meeting Date: 6/4/2024
Recommendation: Authorize the City Manager to execute a cooperative agreement with Xerox Corporation for a full-service lease of copier/multifunction digital devices through a cooperative procurement contract by Region 4 Educational Services Center for an amount not-to-exceed $368,000 for 60 months [five (5) years] with change order authority up to 10%, subject to the annual appropriation of funds BACKGROUND:

The City requires copier/multifunction digital devices for Citywide day-to-day operations. The City executed the current Contract No. R150302 with Xerox Corporation on July 1, 2019, for a 60-month full-service lease of 22 copier/multifunction digital devices in various configurations. The current agreement expires on June 30, 2024.

The City of Milpitas Municipal Code Section I-2-3.05(d) (“Public Agency Purchases”) authorizes the Purchasing Agent to make purchases based on an agreement or cooperative purchasing program entered into by a public agency, as defined by Government Code Section 6500, regardless of whether the City is a named party to the agreement or an actual participant in such a program, provided the underlying purchase was made using competitive negotiation or bidding procedures at least as restrictive as the City’s.

OMNIA Partners is a shared services and supply chain optimization company, which began operations on January 1, 2019, dedicated to public procurement. Each contract in the OMNIA Partners cooperative contract portfolio has been competitively solicited by a lead public agency. OMNIA Partners does not conduct solicitations but rather partner with various public agencies in soliciting cooperative contracts. All contracts solicited, issued, and awarded by lead public agencies are in full force and effect in accordance with the respective contract terms and conditions.

On June 1, 2020, Region 4 Education Service Center (“Region 4 ESC”) issued on behalf of itself, other government agencies, non-profits, and all members of OMNIA, a Request for Proposal (“RFP”) #19-11. As a result of that solicitation, Region 4 ESC awarded to Xerox Corporation Contract No. R191104 entitled “Copiers and Printers” which includes copier/multifunction digital devices and full-service maintenance. The contract term is from June 1, 2020, for three years to May 31, 2023, with two, one-year extensions through May 31, 2025.

ANALYSIS:

The City executed Contract No. R150302 with Xerox Corporation on July 1, 2019, for the 60-month full-service lease of 22 copier/multi-function devices of various configurations. These 22 copier/printer machines are now at end of life and experiencing regular breakdowns and poor copy quality.

Region 4 ECS meets the definition of a public agency as defined by Government Code section 6500. OMNIA Partners makes Contract No. R191104 available through its cooperative purchasing organization to all its public

agency members. Pursuant to Contract No. R191104, the City of Milpitas 60-month (5-year) contract amount is estimated to be $368,000 varying on use, and will extend beyond the termination of Contract No. R191104; However, per Contract No. R191104 Item #6.2 (Survivor Clause):
“All applicable software license agreements, warranties or service agreements that were entered into between Vendor and Customer under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Order Filler shall survive expiration or termination of the Contract”.

The Purchasing Agent has reviewed all documentation related to RFP #19-11 and Contract No. R191104 awarded to Xerox Corporation by Region 4 ESC and determined the contract is current through May 31, 2025.

The solicitation method for this purchase used competitive bidding procedures at least as restrictive as those of the City of Milpitas. The copier/multi-function devices pricing for the City of Milpitas contract is the same as offered in Contract No. R191104.

POLICY ALTERNATIVE(S):

Alternative: Do not replace the old equipment.

Pros: This is a full-service copier/multifunctional devices agreement with Citywide maintenance and supplies.

Cons: The current equipment reached the end of its useful life, and many units are experiencing regular breakdowns and poor copy quality. It costs the city more to keep the current copier/printer machines functioning.

Reason to not recommend: None.

FISCAL IMPACT:

The annual cost of $73,600 will be allocated across City functions through respective fiscal year budget appropriations.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA):

This item is not a project under the California Environmental Quality Act (CEQA) Guideline 15378(b).

RECOMMENDATION:

Authorize the City Manager to execute a cooperative agreement with Xerox Corporation for a full-service lease of copier/multifunction digital devices through a cooperative procurement contract by Region 4 Educational Services Center for an amount not-to-exceed $368,000 for 60 months [five (5) years] with change order authority up to 10%, subject to the annual appropriation of funds ATTACHMENT(S):

Attachment (a) Xerox Contract Draft
Attachment (b) Xerox Proposal
Attachment (c) OMNIA Contract

CITY OF MILPITAS

COOPERATIVELY PURCHASED AGREEMENT FOR COPIERS AND PRINTERS CONTRACT NO. 24-146
This Cooperatively Purchased Agreement for copiers and printers (“Agreement”) is entered into as of the_________________ by and between the City of Milpitas, a municipal corporation organized under the laws of the State of California with its principal place of business at 455 E. Calaveras Boulevard, Milpitas, California 95035 (“City”) and Xerox Corporation with its principal place of business at 2441 Mission College Blvd. Santa Clara, CA 95054 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement

RECITALS
WHEREAS, on June 1, 2020, the OMNIA awarded a contract to Contractor entitled Region 4 Education Services Center (ESC) Contract# R191104 (“Original Contract”) for Copiers and Printers pursuant to a competitive solicitation process performed in accordance with the competitive procurement rules applicable to OMNIA ; and WHEREAS, pursuant to the City’s purchasing ordinance, the City is authorized to utilize cooperative purchasing to utilize contracts based on an agreement or entered into by any public agency or cooperative purchasing program utilizing public agency procurements as the basis for contracts offered, regardless of whether the City is a named party to the agreement or an actual participant in such a program; and
WHEREAS, the Original Contract is listed in the purchasing schedule offered by OMNIA, a Government cooperative purchasing program; and
WHEREAS, the City desires to rely on the Original Contract entered into between OMNIA and Contractor and procure Copiers and Printers on the same terms and conditions set forth therein pursuant to this Agreement.

NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows:

1. Recitals. The foregoing recitals are true and correct and are a part of this Agreement.

2. Term. The term of this Agreement shall be from July 1, 2024 to June 30, 2029, unless earlier terminated as provided herein. The City reserves the right to review the Contractor’s performance at the end of each year and cancel all or part of the Agreement.

3. Incorporation By Reference. The Scope of Services is attached hereto as Exhibit “A” and incorporated herein by this reference. The Original Contract, including all documents incorporated by reference therein, is attached hereto as Exhibit “B” and incorporated herein by this reference – all references in the Original Contract to “OMNIA” shall be understood to mean the City of Milpitas. The Contractor’s Proposal is attached hereto as Exhibit “C” and is incorporated herein by reference. The incorporation of the Original Contract and the Contractor’s Proposal as part of this Agreement is subject to the order of precendence set forth below.

4. Precedence of Agreement Documents. If there is a conflict between Agreement documents, the document highest in precedence shall control. The precedence shall be:

One: This Agreement

Two: The Original Contract
Three: The Contractor’s Proposal
Amendments, supplemental agreements, and approved revisions to the Agreement or any part thereof become a part of item One above.

5. Obligations of the City.

A. The City shall be obligated to pay Contractor based upon the unit and/or lump sum prices set forth in the Original Contract and/or the Contractor’s Proposal for services authorized by the City.

B. Payments to the Contractor shall be made within 30 days after receipt of an original invoice from the Contractor and acceptance of the services by City.

C. In no event shall the total amount paid for this Agreement exceed Three Hundred and Sixty-Eight Thousand and Zero Cents ($368,000.00) unless otherwise agreed to by the parties in writing.

6. Obligations of the Contractor.

A. Contractor shall perform the Scope of Services as required by this Agreement.

B. Contractor shall obey all Federal, State, local, and special district laws, ordinances, and regulations. Contractor 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 Scope of Services 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, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor 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 Relations against Contractor or any subcontractor that affect Contractor’s performance of the Scope of Services, including any delay, shall be Contractor’s sole responsibility and Contractor shall indemnify City from liability arising out of the same. It shall be mandatory upon the Contractor and all subcontractors to comply with all applicable 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 California 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. Notwithstanding the foregoing, Contractor asserts and has been advised by the counsel of its choosing that the scope of this contract are not considered “public works” and “maintenance” projects as stated under California Labor Code Sections 1720 et seq and 1770 et seq.

C. The Contractor shall keep a tally of the cost for the services ordered by City. The Contractor shall not accept work orders from the City if the cost for the work will exceed the amount indicated above unless otherwise agreed to by the parties in writing.

7. Audit. City shall have the option of inspecting and/or auditing all financial records and other written materials used by Contractor in preparing its statements to City required to substantiate the services and accurate billings per the scope of work under the Agreement as a condition precedent to any payment to Contractor. These records exclude any non-financial information deemed by Xerox to be confidential or proprietary.

8. Hold Harmless and Indemnification. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s services or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

9. Amendments. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon mutual written approval by the City and Contractor.

10. Anti-Discrimination. In the performance of the terms of this Agreement, Contractor shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons.

11. Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. Termination under this provision shall not apply to orders received and equipment installed prior to the effective date of termination. Contractor may not terminate this Agreement except for cause. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished documents and data and other information of any kind prepared by Contractor in connection with the performance of services under this Agreement. Contractor shall be required to provide such documents and other information within fifteen (15) days of the request. The Contractor understands and accepts that at all times; the Agreement is subject to appropriation of funds by the Milpitas City Council. The Agreement may terminate without penalty, liability or expense of any kind to the City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, the Agreement will terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. The City has no obligation to make appropriations for the Agreement in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the Mayor and City Council. Contractor’s assumption of risk of possible non-appropriation is a part of the consideration for the Agreement. This section controls against any and all other provisions of the Agreement. In order to terminate the Agreement due to funding non-appropriation, Contractor requires that the City sends Contractor written notice, within 90-days after the beginning of the fiscal year for which its legislative body does not appropriate funds; send Contractor written notice stating that its legislative body, though no action on the City’s part, fails to appropriate funds for the next fiscal year. In addition, the City agrees at the City’s expense to

return the Equipment in good condition to a location designated by Contractor and that, when returned, the Equipment will be free of all liens and encumbrances, normal wear and tear excepted. The City will then be released from its obligations to make any further payments to Contractor. Contractor’s individual lease offer is based on a firm 60-month equipment installation commitment that cannot be terminated without penalty except for fiscal-year funds non-appropriation or an uncured Xerox default.

12. Complete Contract. This Agreement shall constitute the complete Agreement between the parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding, or representation be binding upon the parties hereto.

13. Time of Performance. Time is of the essence in this Agreement.

14. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other party, and any such assignment without said consent shall be void.

15. Authority to Execute Contract. Both City and Contractor do covenant that each individual executing this Agreement on behalf of each party is a person duly authorized and empowered to execute contracts for such party.

16. Insurance. Contractor shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under Exhibit “D” (Insurance Requirements), attached hereto and incorporated herein by this reference. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required therein.

17. Jurisdiction and Venue. Jurisdiction is in the State of California and venue lies in Santa Clara County.

18. Wage Theft Prevention. Contractor, and any subcontractor it employs to complete work under this Agreement, 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

SIGNING THIS AGREEMENT, CONTRACTOR 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 EXECUTING THIS

AGREEMENT THAT CONTRACTOR OR ITS SUBCONTRACTORS HAS VIOLATED ANY APPLICABLE WAGE AND HOUR LAWS. CONTRACTOR 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, CONTRACTOR 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 CONTRACTOR OR ITS SUBCONTRACTOR(S)

ARE IN COMPLIANCE WITH SAID PLAN AS OF THE DATE OF EXECUTING THIS AGREEMENT. If at any time during the term of this Agreement, a court or investigatory government agency issues a final judgment, decision or order finding that Contractor or a subcontractor it employs to perform work under this Agreement has violated any applicable wage and hour law, or Contractor learns of such a judgment, decision, or order that was not previously disclosed in its bid/proposal, Contractor 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. Contractor 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 Contractor or its subcontractor is subject to a payment or other alternative plan, the Contractor or its subcontractor shall continue to submit documentary evidence every thirty (30) calendar days during the term of the Agreement demonstrating continued compliance with the plan until the judgment, decision or order has been fully satisfied. For purposes of this Section, 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 Section constitutes a material breach of this Agreement. Such breach may serve as a basis for immediate termination of this Agreement and/or any other remedies available under this Agreement 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 Section are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to the above address satisfies the notice requirements in this Section.

19. Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Contractor:

Xerox Corporation
2441 Mission College Blvd.

Santa Clara, California
95054
Attn: Dee Kim
With copy to:

Xerox Corporation,
201 Merritt 7, Norwalk,
CT 06851- 1056
Attn. General Counsel
City:

City of Milpitas
455 E. Calaveras Boulevard
Milpitas, California 95035
Attn: Saradia Lehtinen

Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
[SIGNATURES ON NEXT PAGE]

SIGNATURE PAGE FOR AGREEMENT FOR COPIERS AND PRINTERS

BETWEEN THE CITY OF MILPITAS

AND XEROX CORPORATION
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first written above.

CITY OF MILPITAS
Approved By:

Ned Thomas, City Manager
Date
Approved As To Form:

Michael Mutalipassi, City Attorney
Xerox Corporation
Signature
Name
Title
Date
Approved:

Luz Cofresi-Howe,
Finance Director/Risk Manager

EXHIBIT “A”

SCOPE OF SERVICES
Same as Contract Number: R191104 with Region 4 ESC- TX.

EXHIBIT “B”

ORIGINAL CONTRACT
Attached Behind This Page

EXHIBIT “C”
CONTRACTOR’S PROPOSAL
Attached Behind This Page

EXHIBIT “D”

INSURANCE REQUIREMENTS
Please refer to the insurance requirements listed below. Those that have an “X” indicated in the space before the requirement apply to Contractor’s or Consultant’s Agreement.

Contractor or Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor or Consultant, its agents, representatives, employees or subcontractors.

Contractor or Consultant shall provide its insurance broker(s)/agent(s) with a copy of these requirements and request that they provide Certificates of Insurance complete with copies of all required endorsements.

Contractor or Consultant shall furnish City with copies of original endorsements affecting coverage required by this Exhibit D. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements and certificates are to be received and approved by City before work commences. City has the right to require Contractor’s or Consultant’s insurer to provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.

Commercial General Liability (CGL):
___ Coverage at least as broad as Insurance Services Office (“ISO”) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $2,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
_X__ Coverage at least as broad as ISO Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $1,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. ___ Coverage at least as broad as ISO Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $5,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

Automobile Liability:
_X__ Coverage at least as broad as ISO Form Number CA 0001 covering, Code 1 (any auto), of if Contractor or Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000.00 combined single limit for bodily injury and property damage. ___ Coverage at least as broad as ISO Form Number CA 0001 covering, Code 1 (any auto), with limits no less than $5,000,000.00 combined single limit for bodily injury and property damage.

___ Garage keepers’ extra liability endorsement to extend coverage to all vehicles in the care, custody and control of the Contractor or Consultant, regardless of where the vehicles are kept or driven.

Professional Liability (Errors and Omissions):
_X__ Insurance appropriates to the Contractor or Consultant’s profession, with limit no less than $1,000,000.00 per occurrence or claim, $2,000,000.00 aggregate. ___ (If Design/Build), with limits no less than $1,000,000.00 per occurrence or claim, and $2,000,000.00 policy aggregate.
___ Insurance appropriates to the Contractor or Consultant’s profession, with limit no less than ______ per occurrence or claim, ______ aggregate
Workers’ Compensation Insurance:
_X__ Insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000.00 per accident for bodily injury or disease. (Not required if Contractor or Consultant provides written verification it has no employees) The Employer’s Liability policy shall be endorsed to waive any right of subrogation as respects the City, its elected and appointed officials, officers, attorneys, agents, and employees.

Builder’s Risk (Course of Construction):
___ Insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions. If the project does not involve new or major reconstruction, at the option of the City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City’s site.

Contractor’s or Consultant’s Pollution Legal Liability:
___ Contractor’s or Consultant’s pollution legal liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000.00 per occurrence or claim and $2,000,000.00 policy aggregate.

If the Contractor or Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor or Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Cyber Liability Insurance

_X__ Cyber Liability Insurance with limits not less than $1,000,000 per claim.

Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor or Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security.

The policy shall provide coverage for breach response costs as well as regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations.

Surety Bonds:

Contractor shall provide the following Surety Bonds:
____ Bid Bond
____ Performance Bond
____ Payment Bond
The Payment Bond and Performance Bond shall be in a sum equal to the contract price. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.

Other Insurance Provisions:

The insurance policies are to contain, or be endorsed to contain the following provisions:
_X__ Additional Insured Status and Primary/Non-Contributory Language:

Contractor’s general liability and automobile liability policies shall be primary and shall not seek contribution from the City’s coverage and be endorsed to add the City and its elected and appointed officials, officers, attorneys, agents employees and volunteers as additional insureds under such policies using Insurance Services Office form CG 20 10 (or equivalent) on the general liability policy. For construction projects, an endorsement providing completed operations coverage for the additional insured on the general liability policy, ISO form CG 20 37 (or equivalent), is also required.

The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (if agreed to in a written contract or agreement) before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. ___ Loss Payee Status – Builder’s Risk/Course of Construction Insurance (applicable to Construction Contracts only)
Contractor or Consultant may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name the City as a loss payee as their interest may appear.

_X__ Notice of Cancellation, Suspension or Otherwise Voiding Policies:

Each insurance policy required above shall contain or be endorsed to contain that coverage shall not be canceled or except with thirty (30) days’ prior written notice by certified mail, return receipt requested to the City.
_X__ Waiver of Subrogation:

Contractor or Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor or Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Contractor or Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Contractor or Consultant, its employees, agents and subcontractors. __ Completed Operations
For Construction Agreements, Contractor shall maintain insurance as required by this Agreement to the fullest amount allowed by law and shall maintain insurance for a minimum of five (5) years following the completion of this project. In the event Contractor fails to obtain or maintain completed operations coverage as required by this Agreement, the City at its sole discretion may purchase the coverage required and the cost will be paid by Contractor.

THE FOLLOWING PROVISIONS APPLY TO ALL AGREEMENTS
Deductibles and Self-Insured Retentions (“SIR”):

Any deductibles or self-insured retentions must be declared to the City. The City may require the Contractor or Consultant to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

All SIRs must be disclosed to Risk Management for approval and shall not reduce the limits of liability.

Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or the City.

City reserves the right to obtain a full-certified copy of any insurance policy and endorsements applicable to this contract. Failure to exercise this right shall not constitute a waiver of right to exercise later.

The City hereby agrees to Contractor’s deductibles and self-insured retentions:

1. General Liability - $2,000,000 Deductible

2. Auto Liability - $5,000,000 Deductible

3. Workers’ Compensation - $1,000,000 Deductible

4. Cyber / Professional Liability - $10,000,000 Retention

Acceptability of Insurers:

Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to City.

Claims Made Policies: (note - should be applicable only to professional liability, see below)

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after completion of contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claimsmade policy form with a Retroactive Date prior to the contract effective date, the Contractor or Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

4. A copy of the claims reporting requirements must be submitted to the City for review.

5. If the services involve lead-based paint or asbestos identification/remediation, the Contractor’s Pollution Liability Policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability Policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.

Subcontractors:

Contractor or Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors.

Subcontractor agrees to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under this Agreement and any other contract documents.

Subcontractor further agrees to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, with any sub-subcontractor to the extent they apply to the scope of the sub-subcontractor’s work. A copy of the City indemnity and insurance provisions will be furnished to the subcontractor upon request.

Verification of Coverage:

Contractor or Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor or Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstances.

Failure to Comply: [Reserved]
Applicability of Coverage:

Each insurance policy required above shall contain or be endorsed to contain that the Contractor’s or Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

Lease Agreement
1 3 1 6 8 7 1 0 1 0 0 1 0 1 3 0
WS BI1425 05/20/2024 14:41:54 Confidential - Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 1 of 13 Customer: CITY OF MILPITAS
BillTo: CITY OF MILPITAS
455 E CALAVERAS BLVD
MILPITAS, CA 95035-5411
Install: CITY OF MILPITAS
455 E CALAVERAS BLVD
MILPITAS, CA 95035-5411
State or Local Government Negotiated Contract : 072816000 Authorized Signature
Customer acknowledges receipt of the terms of this agreement which consists of 13 pages including this face page.

Signer: Saradia Lehtinen Phone: (408)586-3161
Signature: Date:

Thank You for your business!
This Agreement is proudly presented by Xerox and
Dee Kim
(408)781-1553
For information on your Xerox Account, go to
www.xerox.com/AccountManagement
Solution
Product Description
Item
Agreement Information Trade Information Requested
Install Date

1. C8170H2 (XEROX C8170H2)
- Office Finisher
- 2/3 Hole Punch
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox C8070 S/N 6TB451247
Trade-In as of Payment 59
6/14/2024

2. C8170H2 (XEROX C8170H2)
- Office Finisher
- 2/3 Hole Punch
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox C8070 S/N 6TB450965
Trade-In as of Payment 59
6/14/2024

3. C8155H2 (XEROX C8155H2)
- 1 Line Fax
- Office Finisher
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox B8055 S/N Y4X869113
Trade-In as of Payment 59
6/14/2024

4. C8145H2 (XEROX C8145H2)
- 1 Line Fax
- Office Finisher
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox B8045 S/N Y4X865266
Trade-In as of Payment 59
6/14/2024

5. C8155H2 (XEROX C8155H2)
- 1 Line Fax
- Office Finisher
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox C8055 S/N 8TB623979
Trade-In as of Payment 59
6/14/2024

6. C8170H2 (XEROX C8170H2)
- Office Finisher
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox C8070 S/N 6TB451018
Trade-In as of Payment 59
6/14/2024
Total Monthly - $3,856.66
Total Annual - $46,279.92
Total Contract - $231,399.60
Average Monthly Usage - $1,747.15
Average Annual Usage - $20,965.85
Contract Usage - $104,829.25
Subtotal Contract - $336,228.85
Total Tax - $31,521.46
Total Contract w/Tax - $367,750.31

Lease Agreement
1 3 1 6 8 7 1 0 1 0 0 2 0 1 3 0
WS BI1425 05/20/2024 14:41:55 Confidential - Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 2 of 13 Solution (Cont’d)
Product Description
Item
Agreement Information Trade Information Requested
Install Date

7. B8145H2 (XEROX B8145H2)
- Office Finisher
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox B8045 S/N Y4X865205
Trade-In as of Payment 59
6/14/2024

8. C8155H2 (XEROX C8155H2)
- Office Finisher
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox C8055 S/N 8TB629583
Trade-In as of Payment 59
6/14/2024
Monthly Pricing
Item Lease
Minimum Payment
Print Charges
Meter Volume Band Per Print Rate
Maintenance Plan Features

1. C8170H2 $151.07 1: Black and
White
Impressions
All Prints $0.0056
2: Color
Impressions
All Prints $0.0506
- Consumable Supplies Included for all prints
- Pricing Fixed for Term

2. C8170H2 $151.07 1: Black and
White
Impressions
All Prints $0.0056
2: Color
Impressions
All Prints $0.0506
- Consumable Supplies Included for all prints
- Pricing Fixed for Term

3. C8155H2 $137.53 1: Black and
White
Impressions
All Prints $0.0066
2: Color
Impressions
All Prints $0.0506
- Consumable Supplies Included for all prints
- Pricing Fixed for Term

4. C8145H2 $137.42 1: Black and
White
Impressions
All Prints $0.0066
2: Color
Impressions
All Prints $0.0506
- Consumable Supplies Included for all prints
- Pricing Fixed for Term

Lease Agreement
1 3 1 6 8 7 1 0 1 0 0 3 0 1 3 0
WS BI1425 05/20/2024 14:41:55 Confidential - Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 3 of 13 Monthly Pricing (Cont’d)
Item Lease
Minimum Payment
Print Charges
Meter Volume Band Per Print Rate
Maintenance Plan Features

5. C8155H2 $137.38 1: Black and
White
Impressions
All Prints $0.0066
2: Color
Impressions
All Prints $0.0506
- Consumable Supplies Included for all prints
- Pricing Fixed for Term

6. C8170H2 $147.57 1: Black and
White
Impressions
All Prints $0.0056
2: Color
Impressions
All Prints $0.0506
- Consumable Supplies Included for all prints
- Pricing Fixed for Term

7. B8145H2 $127.06 1: Black and
White
Impressions
All Prints $0.0062 - Consumable Supplies Included for all prints - Pricing Fixed for Term

8. C8155H2 $128.99 1: Black and
White
Impressions
All Prints $0.0066
2: Color
Impressions
All Prints $0.0506
- Consumable Supplies Included for all prints
- Pricing Fixed for Term
Total $1,118.09 Minimum Payments (Excluding Applicable Taxes)

Lease Agreement
1 3 1 6 8 7 1 0 1 0 0 4 0 1 3 0
WS BI1425 05/20/2024 14:41:55 Confidential - Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 4 of 13 BillTo: CITY OF MILPITAS
455 E CALAVERAS BLVD
MILPITAS, CA 95035-5411
Install: CITY OF MILPITAS
BLVD
1325 E CALAVERAS
MILPITAS, CA 95035-5707
State or Local Government Negotiated Contract : 072816000 Solution
Product Description
Item
Agreement Information Trade Information Requested
Install Date

1. C8155H2 (XEROX C8155H2)
- Office Finisher
- 2/3 Hole Punch
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox B8055 S/N Y4X868999
Trade-In as of Payment 59
6/14/2024
Monthly Pricing
Item Lease
Minimum Payment
Print Charges
Meter Volume Band Per Print Rate
Maintenance Plan Features

1. C8155H2 $132.72 1: Black and
White
Impressions
All Prints $0.0066
2: Color
Impressions
All Prints $0.0506
- Consumable Supplies Included for all prints
- Pricing Fixed for Term
Total $132.72 Minimum Payments (Excluding Applicable Taxes)

Lease Agreement
1 3 1 6 8 7 1 0 1 0 0 5 0 1 3 0
WS BI1425 05/20/2024 14:41:55 Confidential - Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 5 of 13 BillTo: CITY OF MILPITAS
455 E CALAVERAS BLVD
MILPITAS, CA 95035-5411
Install: CITY OF MILPITAS
1275 N MILPITAS BLVD
MILPITAS, CA 95035-3153
State or Local Government Negotiated Contract : 072816000 Solution
Product Description
Item
Agreement Information Trade Information Requested
Install Date

1. B7135H2 (XEROX B7135 TTRAY OS)
- No Post Script
- 2/3 Hole Punch
- Office Finisher Lx
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox B7035 S/N 5DA847294
Trade-In as of Payment 59
6/14/2024

2. B9100 (PRIMELINK B9100)
- Msi Bypass
- Msi Chute Kit
- Pr Standard Finisher
- XM Fax
Lease Term: 60 months
Purchase Option: FMV
- Xerox D95CP S/N BG2482302
Trade-In as of Payment 59
6/14/2024

3. B7135H2 (XEROX B7135 TTRAY OS)
- Embedded 1-line Fax
- No Post Script
- 2/3 Hole Punch
- Office Finisher Lx
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox B7035 S/N 5DA848289
Trade-In as of Payment 59
6/14/2024

4. C8145H2 (XEROX C8145H2)
- Office Finisher
- Customer Ed
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox B7035 S/N 5DA844845
Trade-In as of Payment 59
6/14/2024

5. B7135H2 (XEROX B7135 TTRAY OS)
- Embedded 1-line Fax
- No Post Script
- Office Finisher Lx
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox B7035 S/N 5DA847302
Trade-In as of Payment 59
6/14/2024

6. C8145H2 (XEROX C8145H2)
- Office Finisher
- Booklet Maker
- 2/3 Hole Punch
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox C8045 S/N 8TB618606
Trade-In as of Payment 59
6/14/2024

7. B7135H2 (XEROX B7135 TTRAY OS)
- No Post Script
- Office Finisher Lx
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox B7025 S/N 5DA848348
Trade-In as of Payment 59
6/14/2024

Lease Agreement
1 3 1 6 8 7 1 0 1 0 0 6 0 1 3 0
WS BI1425 05/20/2024 14:41:55 Confidential - Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 6 of 13 Solution (Cont’d)
Product Description
Item
Agreement Information Trade Information Requested
Install Date

8. B7135S2 (XEROX B7135 STAND OS)
- Integratd Off Finshr
- No Post Script
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
None 6/14/2024
Monthly Pricing
Item Lease
Minimum Payment
Print Charges
Meter Volume Band Per Print Rate
Maintenance Plan Features

1. B7135H2 $102.71 1: Black and
White
Impressions
All Prints $0.0066 - Consumable Supplies Included for all prints - Pricing Fixed for Term

2. B9100 $952.61 1: Black and
White
Impressions
All Prints $0.0049 - Consumable Supplies Included for all prints - Pricing Fixed for Term

3. B7135H2 $112.14 1: Black and
White
Impressions
All Prints $0.0066 - Consumable Supplies Included for all prints - Pricing Fixed for Term

4. C8145H2 $139.69 1: Black and
White
Impressions
All Prints $0.0066
2: Color
Impressions
All Prints $0.0506
- Consumable Supplies Included for all prints
- Pricing Fixed for Term

5. B7135H2 $108.58 1: Black and
White
Impressions
All Prints $0.0066 - Consumable Supplies Included for all prints - Pricing Fixed for Term

6. C8145H2 $144.01 1: Black and
White
Impressions
All Prints $0.0066
2: Color
Impressions
All Prints $0.0506
- Consumable Supplies Included for all prints
- Pricing Fixed for Term

7. B7135H2 $98.85 1: Black and
White
Impressions
All Prints $0.0066 - Consumable Supplies Included for all prints - Pricing Fixed for Term

Lease Agreement
1 3 1 6 8 7 1 0 1 0 0 7 0 1 3 0
WS BI1425 05/20/2024 14:41:55 Confidential - Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 7 of 13 Monthly Pricing (Cont’d)
Item Lease
Minimum Payment
Print Charges
Meter Volume Band Per Print Rate
Maintenance Plan Features

8. B7135S2 $93.22 1: Black and
White
Impressions
All Prints $0.0066 - Consumable Supplies Included for all prints - Pricing Fixed for Term
Total $1,751.81 Minimum Payments (Excluding Applicable Taxes)

Lease Agreement
1 3 1 6 8 7 1 0 1 0 0 8 0 1 3 0
WS BI1425 05/20/2024 14:41:55 Confidential - Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 8 of 13 BillTo: CITY OF MILPITAS
455 E CALAVERAS BLVD
MILPITAS, CA 95035-5411
Install: CITY OF MILPITAS
40 N MILPITAS BLVD
MILPITAS, CA 95035-4403
State or Local Government Negotiated Contract : 072816000 Solution
Product Description
Item
Agreement Information Trade Information Requested
Install Date

1. B8145H2 (XEROX B8145H2)
- Office Finisher
- 2/3 Hole Punch
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox B8045 S/N Y4X865165
Trade-In as of Payment 59
6/14/2024
Monthly Pricing
Item Lease
Minimum Payment
Print Charges
Meter Volume Band Per Print Rate
Maintenance Plan Features

1. B8145H2 $129.62 1: Black and
White
Impressions
All Prints $0.0062 - Consumable Supplies Included for all prints - Pricing Fixed for Term
Total $129.62 Minimum Payments (Excluding Applicable Taxes)

Lease Agreement
1 3 1 6 8 7 1 0 1 0 0 9 0 1 3 0
WS BI1425 05/20/2024 14:41:55 Confidential - Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 9 of 13 BillTo: CITY OF MILPITAS
455 E CALAVERAS BLVD
MILPITAS, CA 95035-5411
Install: CITY OF MILPITAS
1265 N MILPITAS BLVD
MILPITAS, CA 95035-3153
State or Local Government Negotiated Contract : 072816000 Solution
Product Description
Item
Agreement Information Trade Information Requested
Install Date

1. C8145H2 (XEROX C8145H2)
- Office Finisher
- 2/3 Hole Punch
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox C8035 S/N 3TX409518
Trade-In as of Payment 59
6/14/2024

2. B8145H2 (XEROX B8145H2)
- Office Finisher
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox B8045 S/N Y4X864991
Trade-In as of Payment 59
6/14/2024

3. B7135H2 (XEROX B7135 TTRAY OS)
- No Post Script
- Office Finisher Lx
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox B7035 S/N 5DA847346
Trade-In as of Payment 59
6/14/2024
Monthly Pricing
Item Lease
Minimum Payment
Print Charges
Meter Volume Band Per Print Rate
Maintenance Plan Features

1. C8145H2 $132.24 1: Black and
White
Impressions
All Prints $0.0066
2: Color
Impressions
All Prints $0.0506
- Consumable Supplies Included for all prints
- Pricing Fixed for Term

2. B8145H2 $127.11 1: Black and
White
Impressions
All Prints $0.0062 - Consumable Supplies Included for all prints - Pricing Fixed for Term

3. B7135H2 $99.14 1: Black and
White
Impressions
All Prints $0.0066 - Consumable Supplies Included for all prints - Pricing Fixed for Term
Total $358.49 Minimum Payments (Excluding Applicable Taxes)

Lease Agreement
1 3 1 6 8 7 1 0 1 0 1 0 0 1 3 0
WS BI1425 05/20/2024 14:41:55 Confidential - Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 10 of 13 BillTo: CITY OF MILPITAS
455 E CALAVERAS BLVD
MILPITAS, CA 95035-5411
Install: CITY OF MILPITAS
457 E CALAVERAS BLVD
MILPITAS, CA 95035-5411
State or Local Government Negotiated Contract : 072816000 Solution
Product Description
Item
Agreement Information Trade Information Requested
Install Date

1. C8155H2 (XEROX C8155H2)
- Office Finisher Lease Term: 60 months
Purchase Option: FMV
- Xerox C8055 S/N 8TB624088
Trade-In as of Payment 59
6/14/2024
Monthly Pricing
Item Lease
Minimum Payment
Print Charges
Meter Volume Band Per Print Rate
Maintenance Plan Features

1. C8155H2 $124.07 1: Black and
White
Impressions
All Prints $0.0066
2: Color
Impressions
All Prints $0.0506
- Consumable Supplies Included for all prints
- Pricing Fixed for Term
Total $124.07 Minimum Payments (Excluding Applicable Taxes)

Lease Agreement
1 3 1 6 8 7 1 0 1 0 1 1 0 1 3 0
WS BI1425 05/20/2024 14:41:55 Confidential - Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 11 of 13 BillTo: CITY OF MILPITAS
455 E CALAVERAS BLVD
MILPITAS, CA 95035-5411
Install: CITY OF MILPITAS
777 S MAIN ST
MILPITAS, CA 95035-5322
State or Local Government Negotiated Contract : 072816000 Solution
Product Description
Item
Agreement Information Trade Information Requested
Install Date

1. C8145H2 (XEROX C8145H2)
- 1 Line Fax
- Office Finisher
- Analyst Services
Lease Term: 60 months
Purchase Option: FMV
- Xerox C8035 S/N 3TX411021
Trade-In as of Payment 59
6/14/2024
Monthly Pricing
Item Lease
Minimum Payment
Print Charges
Meter Volume Band Per Print Rate
Maintenance Plan Features

1. C8145H2 $137.03 1: Black and
White
Impressions
All Prints $0.0066
2: Color
Impressions
All Prints $0.0506
- Consumable Supplies Included for all prints
- Pricing Fixed for Term
Total $137.03 Minimum Payments (Excluding Applicable Taxes)

Lease Agreement
1 3 1 6 8 7 1 0 1 0 1 2 0 1 3 1
WS BI1425 05/20/2024 14:41:55 Confidential - Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 12 of 13 Terms and Conditions
INTRODUCTION:

1. NEGOTIATED CONTRACT. The Products are subject solely to the terms in the Negotiated Contract identified on the face of this Agreement, and, for any option you have selected that is not addressed in the Negotiated Contract, the then-current standard Xerox terms for such option.

GOVERNMENT TERMS:

2. REPRESENTATIONS & WARRANTIES. This provision is applicable to governmental entities only. You represent and warrant, as of the date of this Agreement, that: (1) you are a State or a fully constituted political subdivision or agency of the State in which you are located and are authorized to enter into, and carry out, your obligations under this Agreement and any other documents required to be delivered in connection with this Agreement (collectively, the "Documents"); (2) the Documents have been duly authorized, executed and delivered by you in accordance with all applicable laws, rules, ordinances and regulations (including all applicable laws governing open meetings, public bidding and appropriations required in connection with this Agreement and the acquisition of the Products) and are valid, legal, binding agreements, enforceable in accordance with their terms; (3) the person(s) signing the Documents have the authority to do so, are acting with the full authorization of your governing body and hold the offices indicated below their signatures, each of which are genuine; (4) the Products are essential to the immediate performance of a governmental or proprietary function by you within the scope of your authority and will be used during the Term only by you and only to perform such function; and (5) your payment obligations under this Agreement constitute a current expense and not a debt under applicable state law and no provision of this Agreement constitutes a pledge of your tax or general revenues, and any provision that is so construed by a court of competent jurisdiction is void from the inception of this Agreement.

3. FUNDING. This provision is applicable to governmental entities only. You represent and warrant that all payments due and to become due during your current fiscal year are within the fiscal budget of such year and are included within an unrestricted and unencumbered appropriation currently available for the purchase/maintenance of the Products, and it is your intent to use the Products for the entire term and to make all payments required under this Agreement. If (1) through no action initiated by you, your legislative body does not appropriate funds for the continuation of this Agreement for any fiscal year after the first fiscal year and has no funds to do so from other sources, and (2) you have made a reasonable but unsuccessful effort to find a creditworthy assignee acceptable to Xerox in its sole discretion within your general organization who can continue this Agreement, this Agreement may be terminated. To effect this termination, you must, at least 30 days prior to the beginning of the fiscal year for which your legislative body does not appropriate funds, notify Xerox in writing that your legislative body failed to appropriate funds and that you have made the required effort to find an assignee. Your notice must be accompanied by payment of all sums then owed through the current year under this Agreement. You will return the Equipment, at your expense, to a location designated by Xerox and, when returned, the Equipment will be in good condition and free of all liens and encumbrances. You will then be released from any further payment obligations beyond those payments due for the current fiscal year (with Xerox retaining all sums paid to date).

SOLUTION/SERVICES:

4. OVERSIZE PRINTS. Each print made on the following Equipment; B7135H2, B7135S2, B8145H2, C8145H2, C8155H2 and C8170H2, that is larger than 145 square inches (e.g., 11 x 17 = 187 square inches), but less than or equal to 491 mm in length, will register as two (2) prints on the applicable (B&W/color) meter, and, for that Equipment with extra-long print capability, for any impressions greater than 491 mm will register up to four (4) prints on the applicable (B&W/color) meter.

PRICING PLAN/OFFERING SELECTED:

5. FIXED PRICING. If "Pricing Fixed for Term" is identified in Maintenance Plan Features, the maintenance component of the Minimum Payment and Print Charges will not increase during the initial Term of this Agreement.

6. NON-XEROX PRODUCTS. XM Fax were selected by you and are not sold by Xerox in the normal course of its business ("Non-Xerox Products"). If you signed a purchase contract for Non-Xerox Products, you assign to Xerox your rights but none of your obligations under such purchase contract. Xerox is leasing Non-Xerox Products to you "AS IS, WHERE IS" and XEROX MAKES NO EXPRESS OR IMPLIED WARRANTIES

OF ANY KIND REGARDING NON-XEROX PRODUCTS, INCLUDING ANY IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. To the extent permitted to do so, Xerox assigns to you any warranty rights it has to Non-Xerox Products (which rights shall revert to Xerox if you default under this Agreement). Non-Xerox Products are not covered by Maintenance Services, and you will maintain throughout the initial Term a service agreement for Non-Xerox Products with a service provider acceptable to Xerox. You will pay all personal property taxes related to Non-Xerox Products. You assign to Xerox any rights you have to Non-Xerox Products and title will pass or revert to you (subject to any software licenses relating to Non-Xerox Products) upon expiration of the initial Term.

GENERAL TERMS & CONDITIONS:

7. REMOTE SERVICES. Certain models of Equipment are supported and serviced using product information that is automatically collected by Xerox or transmitted to or from Xerox by the Equipment connected to your network ("Remote Product Info") via electronic transmission to a secure off-site location ("Remote Transmission"). Remote Transmission also enables Xerox to transmit Releases of Software to you and to remotely diagnose and modify Equipment to repair and correct malfunctions. Examples of Remote Product Info include product registration, meter read, supply level, Equipment configuration and settings, software version, and problem/fault code information. Remote Product Info may be used by Xerox for billing, report generation, supplies replenishment, support services, recommending additional products and services, and product improvement/development purposes. Remote Product Info will be transmitted to and from you in a secure manner mutually agreeable to the parties.

Remote Transmission will not allow Xerox to read, view or download the content of any of your documents or other information residing on or passing through the Equipment or your information management systems. You grant the right to Xerox, without charge, to conduct Remote Transmission for the purposes described above. Upon Xerox's request, you will (a) provide contact information for Equipment such as name and address of your contact and IP and physical addresses/locations of Equipment and (b) ensure that any Maintenance Release or Update released by Xerox to provide security patches, releases and/or certificates for the Remote Transmission and/or Software is promptly enabled by Customer upon notification by Xerox or by the Equipment or when otherwise made available on xerox.com. You will enable Remote Transmission via a method mutually agreeable to both parties, and you will provide reasonable assistance to allow Xerox to provide Remote Transmission. Unless Xerox deems Equipment incapable of Remote Transmission, you will ensure that Remote Transmission is maintained at all times Maintenance Services are being performed. If you are unable to maintain Remote Transmission, or if Xerox disables Remote Transmission from any Equipment at your request, or if you disable Remote Transmission from any Equipment, Xerox reserves the right to charge you a per device fee for such affected Equipment due to the increased service visits that will be required in order to (x) obtain such information, (y) provide such transmissions, and (z) provide such Maintenance Services and Consumable Supplies that otherwise would have been provided remotely and/or proactively.

Financial Information

8. REFINANCE. The "Amount Refinanced" is included in the amount financed under this Agreement. If the Amount Refinanced is under an agreement with a third party, you acknowledge you have the right to terminate the agreement and you will provide Xerox with a statement from the third party identifying the equipment at issue, the amount to be paid off and the payee's name and mailing address. If the Amount Refinanced is under an agreement with Xerox, the refinancing will render your prior agreement null and void. If you breach any of your obligations under this Agreement, the full Amount Refinanced will be immediately due and payable.

Item Finance Activity Amount
Refinanced Int. Rate Total Int.Payable

1. C8170H2 - Refinance of Xerox Agreement $114.00 10% $31.20

Lease Agreement
1 3 1 6 8 7 1 0 1 0 1 3 0 1 3 1
WS BI1425 05/20/2024 14:41:55 Confidential - Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 13 of 13 Terms and Conditions
Item Finance Activity Amount
Refinanced Int. Rate Total Int.Payable

2. C8170H2 - Refinance of Xerox Agreement $114.00 10% $31.20

3. C8155H2 - Refinance of Xerox Agreement $110.00 10% $29.80

4. C8145H2 - Refinance of Xerox Agreement $110.00 10% $29.80

5. C8155H2 - Refinance of Xerox Agreement $103.00 10% $27.80

6. C8170H2 - Refinance of Xerox Agreement $114.00 10% $31.20

7. B8145H2 - Refinance of Xerox Agreement $110.00 10% $29.80

8. C8155H2 - Refinance of Xerox Agreement $103.00 10% $27.80 Install Location: BLVD, 1325 E CALAVERAS, MILPITAS, CA 95035-5707

1. C8155H2 - Refinance of Xerox Agreement $113.00 10% $31.00 Install Location: 1275 N MILPITAS BLVD, MILPITAS, CA 95035-3153

1. B7135H2 - Refinance of Xerox Agreement $80.00 10% $21.40

2. B9100 - Refinance of Xerox Agreement $337.00 10% $92.60

3. B7135H2 - Refinance of Xerox Agreement $80.00 10% $21.40

4. C8145H2 - Refinance of Xerox Agreement $77.00 10% $20.80

5. B7135H2 - Refinance of Xerox Agreement $77.00 10% $20.80

6. C8145H2 - Refinance of Xerox Agreement $123.00 10% $33.60

7. B7135H2 - Refinance of Xerox Agreement $64.00 10% $17.00 Install Location: 40 N MILPITAS BLVD, MILPITAS, CA 95035-4403

1. B8145H2 - Refinance of Xerox Agreement $112.00 10% $30.20 Install Location: 1265 N MILPITAS BLVD, MILPITAS, CA 95035-3153

1. C8145H2 - Refinance of Xerox Agreement $96.00 10% $25.80

2. B8145H2 - Refinance of Xerox Agreement $112.00 10% $30.20

3. B7135H2 - Refinance of Xerox Agreement $77.00 10% $20.80 Install Location: 457 E CALAVERAS BLVD, MILPITAS, CA 95035-5411

1. C8155H2 - Refinance of Xerox Agreement $103.00 10% $27.80 Install Location: 777 S MAIN ST, MILPITAS, CA 95035-5322

1. C8145H2 - Refinance of Xerox Agreement $92.00 10% $25.00

Region 4 Education Service Center (ESC)
Contract # R191104
for
Copiers and Printers
with
Xerox Corporation
Effective: June 1, 2020

The following documents comprise the executed contract between the Region 4 Education Service Center and Xerox Corporation effective June 1, 2020:

I. Appendix A; Vendor Contract
II. Offer & Executed Contract Signature Form
III. Supplier’s Response to the RFP, incorporated by reference

2 Table of Contents
Executive Summary
Tab 1 – Contract and Offer and Contract Signature Form (Appendix A) Tab 2 – Products/Pricing
Tab 3 – Performance Capability

3.0. Supplier Response (Appendix D, Exhibit A)

3.1 Company

3.2 Distribution, Logistics

3.3 Marketing and Sales
Tab 4 – Qualification and Experience
Tab 5 – Value Add
Tab 6 – Additional Required Documents (Appendix C)
Appendix C: DOC #1 Acknowledgment and Acceptance of Region 4 ESC’s Open Records Policy
Appendix C: DOC #2 Antitrust Certification Statements (Tex. Government Code § 2155.005)
Appendix C: DOC #3 Implementation of House Bill 1295 Certificate of Interested Parties (Form 1295)
Appendix C: DOC #4 Texas Government Code 2270 Verification Form Appendix C: DOC #5 Special Conditions
Appendix C: DOC #6 Questionnaire
Appendix D: Requirements for National Cooperative Contract to be Administered by Omnia Partners, Public Sector
Appendix D: Exhibit A - Response for National Cooperative Contract 3.0 Supplier Response
Appendix D: Exhibit F - Federal Funds Certifications
Appendix D: Exhibit G - New Jersey Business Compliance
Appendix D: Exhibit G - DOC #1 Ownership Disclosure Form Appendix D: Exhibit G - DOC #2 Non-Collusion Affidavit
Exhibits B through E Intentionally Redacted

3 Appendix D: Exhibit G - DOC #3 Affirmative Action Affidavit Appendix D: Exhibit G - DOC #4 Political Contribution Disclosure Form Appendix D: Exhibit G - DOC #5 Stockholder Disclosure Certification Appendix D: Exhibit G - DOC #6 Certification of Non-Involvement in Prohibited Activities in Iran
Appendix D: Exhibit G - DOC #7 New Jersey Business Registration Certificate Appendix D: Exhibit H - Advertising Compliance Requirement Attachments
Attachment A. Addenda Acknowledgments
Attachment C. Xerox U.S. Sales Offices

APPENDIX A

CONTRACT
This Contract (“Contract”) is made as of __________, 2020 by and between (“Contractor”) and Region 4 Education Service Center
(“Region 4 ESC”) for the purchase of Educational Software Solutions and Services (“the products and services”).

RECITALS
WHEREAS, Region 4 ESC issued Request for Proposals (“RFP”) Number 19-11 for Copiers and Printers, to which Contractor provided a response (“Proposal”); and WHEREAS, Region 4 ESC selected Contractor’s Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal; WHEREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092.

WHEREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract.

WHEREAS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control.

WHEREAS, the Contract will provide that any state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”) may purchase products and services at prices indicated in the Contract upon the Public Agency’s registration with OMNIA Partners. 1) Term of agreement. The Contract is for a period of three (3) years. Region 4 ESC shall have the right to renew the Contract for two (2) additional one-year periods or portions thereof.

Region 4 ESC shall review the Contract prior to the renewal date and notify the Contractor of Region 4 ESC’s intent renew the Contract. Contractor may elect not to renew by providing three hundred sixty-five days’ notice to Region 4 ESC.
2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein.
3) Form of Contract. The form of Contract shall be the RFP, the Offeror’s proposal and Best and Final Offer(s).
4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail:
i. This Contract
February 25 Xerox Corporation

ii. Offeror’s Best and Final Offer
iii. Offeror’s proposal
iv. RFP and any addenda
5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC. 6) Entire Agreement (Parol evidence). The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. 7) Assignment of Contract. No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e. bankruptcy, change of ownership, merger, etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC.
10) Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under the Contract without notification and prior written approval from Region 4 ESC.

Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor’s pricing. 11) TERMINATION OF CONTRACT
a) Cancellation for Non-Performance or Contractor Deficiency. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12-month period.

Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to failure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following:
i. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications;
iv. Failing to complete required work or furnish required materials within a reasonable amount of time;
v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or
vi. Performing work or providing services under the Contract prior to receiving an authorized purchase order.

Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC. b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the Contractor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC. If such event does occur, Contractor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents.
c) Delivery/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period, for all expenses incurred.
d) Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order.
12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop work and/or cancel the Contract if Contractor’s license(s) expire, lapse, are suspended or terminated.

13) Survival Clause. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract.
14) Delivery. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. 15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC.

The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16) Payments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice. 17) Price Adjustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC. It is the Contractor’s responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor’s proposal.

Price reductions may be offered at any time during Contract. Special, time-limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time-limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term.
18) Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC reserves the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 4 ESC shall have the authority to conduct random audits of Contractor’s pricing at Region 4 ESC's sole cost and expense.

Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Contractor’s pricing at Contractor’s sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a thirdparty auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC.
18) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the

specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model.
19) New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause.
20) Options. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability.
21) Warranty Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing.
22) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition. 23) Site Preparation. Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to:
moving furniture, installing wiring for networks or power, and similar pre-installation requirements.
24) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at Region 4 ESC’s discretion. Contractor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge.
25) Safety measures. Contractor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage.
26) Smoking. Persons working under the Contract shall adhere to local smoking policies.

Smoking will only be permitted in posted areas or off premises.

27) Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance. 28) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC’s current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract.
29) Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract.

Any litigation involving either Region 4 ESC, its administrators and employees and agents will be in Harris County, Texas.
30) Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC.
31) Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified. 32) Legal Obligations. It is Contractor’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all laws while fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein.

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 8 Appendix B

TERMS & CONDITIONS ACCEPTANCE FORM
Signature on the Offer and Contract Signature form certifies complete acceptance of the terms and conditions in this solicitation and draft Contract except as noted below with proposed substitute language (additional pages may be attached, if necessary). The provisions of the RFP cannot be modified without the express written approval of Region 4 ESC. If a proposal is returned with modifications to the draft Contract provisions that are not expressly approved in writing by Region 4 ESC, the Contract provisions contained in the RFP shall prevail.

Check one of the following responses:

Offeror takes no exceptions to the terms and conditions of the RFP and draft Contract. (Note: If none are listed below, it is understood that no exceptions/deviations are taken.) Offeror takes the following exceptions to the RFP and draft Contract. All exceptions must be clearly explained, reference the corresponding term to which Offeror is taking exception and clearly state any proposed modified language, proposed additional terms to the RFP and draft Contract must be included:
(Note: Unacceptable exceptions may remove Offeror’s proposal from consideration for award. Region 4 ESC shall be the sole judge on the acceptance of exceptions and modifications and the decision shall be final.

If an offer is made with modifications to the contract provisions that are not expressly approved in writing, the contract provisions contained in the RFP shall prevail.) Section/Page Term,
Condition, or
Specification
Exception/Proposed Modification Accepted
(For Region 4
ESC’s use)
Section 1/Page 1
Term of Agreement
Term Individual lease orders placed against the contract will commence upon installation and continue for thirty-six (36), forty-eight (48), or sixty (60) months from the date of installation depending upon the term selected by the enduser.” Section 7/Page 2
Assignment of
Contract
Term Please note that Xerox reserves the right to assign all leases to a parent, subsidiary, or affiliate of Xerox. Such assignment shall be transparent to the Region 4 ESC.

Section 8/Page 2
Novation
Term Please note that should Xerox sell or transfer any of its assets used to support this Contract, that the Buyer will be obligated to perform all obligations under this Agreement. This offering transferring of the assets is not subject to REGION 4 ESC's agreement or rejection, nor can any in-place equipment be terminated without completing its required installation commitment.
x
Accepted
Accepted
Accepted

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 9 Section 11/Page 2
and 3
Termination of
Contract
a. Cancellation of
Non-Performance or
Contract Deficiency
Term Cancellation under this provision shall not apply to any orders received by Xerox prior to the expiration date of the Contract.

Xerox requests written notice of its default and a minimum of thirty (30) days to cure its performance before the Region 4 ESC exercises its rights under this provision.

Section 11.c/Page 3
Delivery/Service
Failures
Section 14/Page 4
Delivery
Term Xerox equipment deliveries can normally be expected within two to three weeks following the receipt of the Region 4 ESC's equipment or purchase order, except during times of product constraint. Xerox will inform the Region 4 ESC if a constraint condition exists and will provide a revised delivery date. If the revised target delivery date is unacceptable, the Region 4 ESC can cancel the order without penalty to either party.

Section 11.d/Page 3
Force Majeure
Term This provision does not relieve either party of its obligation to make payments due under the Contract.

Section 11.e/Page 3
Standard
Term Cancellation under this provision shall not apply to any orders received by Xerox prior to the expiration date of the Contract.

Section 15/Page 4
Inspection and
Acceptance
Term Xerox can support the Region 4 ESC 's inspection and acceptance requirement by initially installing the equipment under a Trial arrangement. Otherwise the equipment will be deemed accepted on the equipment's installation date, which is the date Xerox determines the equipment to be operating satisfactorily, as demonstrated by the successful completion of diagnostic routines, and is available for the Region 4 ESC 's use. The Installation Date for equipment and software
designated as "Customer Installable" will be the equipment delivery date. Any equipment that does not perform to its published specification will be repaired or replaced by Xerox at its expense, provided the equipment is covered by a Xerox warranty or maintenance plan. Any equipment that needs to be replaced will be replaced with an identical model, or at Xerox's option a unit with similar capabilities and comparable usage.

Section 18/Page 4
Audit Rights
Term Xerox agrees, upon 10-business days written request to make available to Region 4 ESC the financial and other records that are required to substantiate the Services and accurate billings under the Agreement. These records exclude any information deemed by Xerox to be confidential or proprietary.

Section 22/Page 5
Warranty Conditions
(Outright Purchase)
Term Xerox provides warranty by way of a monthly billed maintenance agreement. Maintenance agreements
commence upon installation of the equipment. Xerox will repair or replace defective parts or equipment at Xerox's expense as long as the equipment is being maintained by Xerox under a maintenance agreement. If the maintenance agreement is cancelled or it is not renewed Xerox's obligation to repair or replace equipment ceases.

Accepted
Accepted
Accepted
Accepted
Accepted
Accepted

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 10 Section 22/Page 5
Warranty Conditions
(Lease)
Term Xerox provides warranty by way of a monthly billed maintenance agreement, which is a mandatory part of the monthly lease payment. Maintenance agreements commence
upon installation of the equipment Xerox will repair or replace defective parts or equipment at Xerox's expense for the duration of the lease agreement.

Section 29/Page 6
Funding Out Clause
Term This provision shall not apply to private not for profit users of the Contract. Additionally, these pre-conditions apply to any fund-outs:
a. REGION 4 ESC Member provides written notice 30
days prior to the beginning of the fiscal year for which its legislative body does not appropriate funds; send
Xerox written notice stating that its legislative body, though no action on REGION 4 ESC Member's part,
failed to appropriate funds for the next fiscal year.
b. In addition, the REGION 4 ESC Member agrees at
REGION 4 ESC's expense to return the Equipment in
good condition to a location designated by Xerox and
that, when returned, the Equipment will be free of all
liens and encumbrances, normal wear and tear
excepted. The REGION 4 ESC Member will then be
released from its obligations to make any further
payments to Xerox (with Xerox retaining all sums
paid to date).

Accepted
Accepted

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 11 Section 30/Page 6
Indemnity
Term Xerox, to the extent permissible by law, submits the following with respect to Indemnity:
a. Xerox shall indemnify and hold the REGION 4 ESC,
its officers, agents and employees harmless from and
against all third party claims, damages, losses, or
causes of actions for personal injury (including death) or damage to tangible property to the extent such
injury or damage was found by a court or
administrative agency of competent jurisdiction to
have been proximately caused by Xerox's
performance pursuant to this Contract. The foregoing
indemnity is contingent upon REGION 4 ESC giving
Xerox written notice, by registered mail, promptly
after it becomes aware of any claim to be indemnified
hereunder and permits Xerox to control the defense
of any such claim or action and Xerox's own
expense. Notice shall be sent to "Corporate Risk,
Xerox Corporation, 201 Merritt 7, Norwalk, CT 06851-
1056"." REGION 4 ESC agrees that Xerox may
employ attorneys of its own choice to appear and
defend the claim or action and that REGION 4 ESC
shall do nothing to compromise the defense of such
claim or action or any settlement thereof and shall
provide Xerox with all reasonable assistance which
Xerox may require.
b. Except for indemnified matters and to the extent
permitted by applicable law, all other liability of Xerox to the REGION 4 ESC for damages of any kind or
type, including but not limited to direct, indirect,
consequential, incidental, or special damages, arising
from Xerox's performance or failure to perform under
this Contract, or by virtue of Xerox's tortious conduct (including negligence whether passive or active) shall
be limited to the amounts paid by the REGION 4 ESC
under this Agreement. Provided, however, that the
foregoing limitation of liability shall not apply to claims by the REGION 4 ESC for damage to real or tangible
property caused by Xerox's negligence.

Additional Terms to be included:

Appendix B-Exhibit 1- General Terms and Conditions Applicable to all Transactions Appendix B-Exhibit 2- Software Terms
Appendix B-Exhibit 3- Lease Terms
Appendix B-Exhibit 4- Cash Purchase Terms
Appendix B-Exhibit 5- Maintenance Terms
Appendix B-Exhibit 6- Rental Terms
Appendix B-Exhibit 7- Production Ink Jet Baltoro, Trivor, Rialto) Terms Accepted

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 12 Appendix B- Exhibit 1
General Terms and Conditions to all Transactions
General Terms

1. 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.

2. Trade-In Equipment. If you are providing equipment to Xerox as part of this Agreement ("Trade-In Equipment"), You warrant that you have the right to transfer title to the Trade-In Equipment and that it has been installed and performing its intended function. Title and risk of loss to the Trade-In Equipment shall pass to Xerox when Xerox removes it from your premises. You warrant that the Trade-in equipment is in good working order, has not been modified from its original configuration (other than by Xerox), and has a UL label attached. You agree to maintain the Trade-In Equipment at its present site and in substantially its present condition until removed by Xerox. You agree to pay all accrued charges for the trade-In Equipment (up to and including payment of the final principal payment number) and to pay all maintenance, administrative, supply, and finance charges for this equipment through the date title passes to Xerox.

3. Equipment Delivery, Removal and Relocation. Equipment prices include standard delivery and removal charges, Non-standard delivery and Equipment relocation for Xerox owned equipment must be arranged (or approved in advance) by Xerox and will be at your expense. Examples of non-typical charges would include the cost associated with any equipment delivery or removal where additional time or resources are required to disassemble equipment due to lack of adequate access, or the movement of Equipment up stairways or through windows requiring stair creepers, or cranes.

4. Equipment Installation Date. The Equipment installation will be (a) the delivery date for TCPN installable Equipment; or (b) the installation date for Xerox installable Equipment, which is the date Xerox, determines the equipment to be operating satisfactorily as demonstrated by the successful completion of diagnostic routines and is available for your use.

5. 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 service technicians assigned to provide Basic Services have the expertise, skills, training, and professional education to perform the Basic Services in a professional manner.

A) Maintenance Services. Maintenance Services will be provided during Xerox's standard working hours, Monday through Friday, 8:00 AM to 5:00 PM, excluding Xerox recognized holidays.

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.

B) Repairs & Parts. Replacement parts may be new, reprocessed or recovered and all replaced parts become Xerox's property.

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 13 C) Extended Service Hours. If you elect "Extended Shift Coverage" Xerox will provide Maintenance Services for the indicated number of eight hour-shifts, with the first number indicating the number of eight-hour shifts and the second number indicating the days of the week (starting on Monday), e.g., 2 x 6 means 8:00 A.M. to 12:00 A.M., Monday through Saturday. Extended Shift Coverage will be billed separately.

D) Installation Site. You agree to give Xerox reasonable access to the Equipment and to provide Xerox adequate storage space for a reasonable quantity of replacement parts and supplies.

E) Cartridge Products. If Xerox is providing Maintenance Services for Equipment utilizing cartridges designated by Xerox as customer replaceable units, including copy/print cartridges and xerographic modules or fuser modules ("Cartridges"), you agree to use only unmodified Cartridges purchased directly from Xerox or its authorized resellers in the U.S. Cartridges packed with Equipment and replacement Cartridges may be new, remanufactured, or reprocessed. Remanufactured and reprocessed Cartridges meet Xerox's new Cartridge performance standards and contain new or reprocessed components. To enhance print quality, Cartridge(s) for many models of Equipment have been designed to cease functioning at a predetermined point. In addition, 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.

F) Consumable Supplies included in Base/Print Charges. If Consumable Supplies is identified in the Maintenance Plan Features. Maintenance Services will include black toner (excluding highlight color toner, clear toner and custom color toner), black developer, copy Cartridges, and, if applicable, fuser ("Consumable Supplies"). For full-color Equipment, Consumable Supplies shall also include, as applicable, color toner and developer. For Products identified as "Phaser", Consumable Supplies may also include, 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. You agree that the Consumable Supplies are Xerox's property until used by you, that you will use them only with the Equipment, that you will return all Cartridges to Xerox for remanufacturing once they have been run to their cease-function point (at Xerox's expense when using Xerox-supplied shipping labels), and that at the end of the term of this Agreement you will either (1) return any unused Consumable Supplies to Xerox (at Xerox's expense when using Xerox-supplied shipping labels), or (2) destroy them in a manner permitted by applicable law. Should your use of Consumable Supplies exceed Xerox's published yields for these items by more than 10%, you agree that Xerox shall have the right to charge you for any such excess usage. When requested by Xerox, you agree to provide meter readings and inventory of Consumable Supplies in your possession.

G) Equipment Replacement. 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.

7. Meter Readings. You agree to provide meter readings in the manner and frequency identified by Xerox. If you do not provide Xerox with meter readings as required, Xerox may reasonably estimate them and bill you accordingly. If meter readings have been estimated, Xerox after receiving the actual meter readings for the equipment shall make an appropriate adjustment on the subsequent invoice.

8. Remote Services. Certain models of Equipment are supported and serviced using data that is automatically collected by Xerox from the Equipment via electronic transmission from the Equipment to a secure off-site location. Examples of automatically transmitted data include product registration, meter read, supply level, Equipment configuration and settings, software version, and problem/fault code data. All such data shall be transmitted in a secure manner specified by Xerox. The automatic data transmission capability will not allow Xerox to read, view or download the content of any Customer documents residing on or passing through the Equipment or Customer's information management systems.

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 14 9. Warranty Disclaimer. Xerox disclaims, and you waive, the implied warranty of non-infringement.

10. Intellectual Property Indemnity. Xerox will defend, and pay any settlement agreed to by Xerox or any final judgment for, any claim that a Xerox-brand Product, including any Base Software or Diagnostic Software provided with or within the Xerox-brand Equipment, infringes a third party's U.S. intellectual property rights. You will promptly notify Xerox of any alleged infringement and permit Xerox to direct the defense. Xerox is not responsible for any non-Xerox litigation expenses or settlements unless it preapproves them in writing. To avoid infringement, Xerox may modify or substitute an equivalent Xeroxbrand Product, refund the price paid for the Xerox-brand Product (less the reasonable rental value for the period it was available to you), or obtain any necessary licenses. Xerox is not liable for any infringement based upon a Xerox-brand Product being modified to your specifications or being used or sold with products not provided by Xerox. For non-Xerox brand Products ordered under the Agreement, when you do not have a direct Intellectual Property Indemnity for the non-Xerox brand Product and Xerox does have an Intellectual Property Indemnity for such non-Xerox brand Products and is contractually permitted to do so, Xerox will pass its Intellectual Property Indemnity for such Product through to you.

11. Force Majeure. Xerox will not be liable to you during any period in which its performance is delayed or prevented, in whole or in part, by a circumstance beyond its reasonable control. Xerox will notify you if such a circumstance occurs.

12. Notices. Notices must be in writing and will be deemed given 5 days after mailing, or 2 days after sending by nationally recognized overnight courier. Notices will be sent to you at the "Bill to" address identified in this Agreement, and to Xerox at the inquiry address set forth on your most recent invoice, or to such other address as either party may designate by written notice.

Appendix B-Exhibit 2

SOFTWARE TERMS

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: (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

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 15 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 you do not permit Xerox periodic access to such Software, this code may impair the Equipment’s and/or Software’s functionality.
d. Xerox does not warrant that the Software will be free from errors or that its operation will be uninterrupted.

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 five (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 six (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 six (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.

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.

4. THIRD PARTY SOFTWARE
Third Party Software is subject to license and support terms provided by the applicable Third-Party Software vendor.

5. FREEFLOW TERMS AND CONDITIONS
The following terms apply to Xerox FreeFlow Print Server™/DocuSP® software included in Base Software (“FreeFlow Base Software”) and/or Application Software identified as Xerox FreeFlow software (including, but not limited to, FreeFlow Makeready® and FreeFlow Process Manager™) (collectively, “FreeFlow Application Software”), and are additive to and supplement those found elsewhere in the Agreement.

FreeFlow Base Software and FreeFlow Application Software are collectively referred to as “FreeFlow Software.”

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 16 1. FreeFlow Software may include and/or incorporate font programs (“Font Programs”) and other software provided by Adobe Systems Incorporated (“Adobe Software”). You may embed copies of the Font Programs into your electronic documents for the purpose of printing and viewing the document. You are responsible for ensuring that you have the right and are authorized by any necessary third parties to embed any Font Programs in electronic documents created with the FreeFlow Application Software.

If the Font Programs are identified as “licensed for editable embedding” at www.adobe.com/type/browser/legal/embeddingeula, you may also embed copies of those Font Programs for the additional purpose of editing your electronic documents. No other embedding rights are implied or permitted under this license.

2. You will not, without the prior written consent of Xerox and its licensors: (a) alter the digital configuration of the FreeFlow Software, or solicit others to cause the same, so as to change the visual appearance of any of the FreeFlow Software output; (b) use the FreeFlow Software in any way that is not authorized by the Agreement; (c) use the embedded code within the FreeFlow Software outside of the Equipment on which it was installed or in a stand-alone, time-share or service bureau model; (d) disclose the results of any performance or benchmark tests of the FreeFlow Software; (e) use the FreeFlow Software for any purpose other than to carry out the purposes of the Agreement; or (f) disclose or otherwise permit any other person or entity access to the object code of the FreeFlow Software.

3. FreeFlow Process Manager contains Oracle Database Express Edition database software and documentation licensed from Oracle America, Inc (“Oracle”). Oracle grants you a nonexclusive, nontransferable limited license to use Database Express Edition for purposes of developing, prototyping and running your applications for your own internal data processing operations. Database Express Edition may be installed on a multiple CPU server but may only be executed on one processor in any server. Upon not less than 45 days prior written notice, Xerox and/or its licensors may, at their expense, directly or through an independent auditor, audit your use of FreeFlow Process Manager and all relevant records not more than once annually. Any such audit will be conducted at a mutually agreed location and will not unreasonably interfere with your business activities.

4. The Copyright Management feature of FreeFlow Makeready (“FFCM”) contains the optional Copyright Clearance Center, Inc. (“CCC”) copyright licensing services feature of FFCM (“CCC Service”). If this option is ordered, you will comply with any applicable terms and conditions contained on the CCC website, www.copyright.com, and any other rights holder terms governing use of materials, which are accessible in FFCM. If CCC terminates Xerox’s right to offer access to the CCC Service through FFCM, Xerox may, upon written notice and without any liability to you, terminate your right to access the CCC Service through FFCM. THE CCC SERVICE IS PROVIDED "AS IS," WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED. XEROX DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING

WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. You will defend and indemnify Xerox from any and all losses, claims, damages, fines, penalties, interest, costs and expenses, including reasonable attorney fees, arising from or relating to your use of the CCC Service.

5. If you install FreeFlow Application Software on a computer that you supply, the following terms apply:
(a) Xerox will only be obligated to support FreeFlow Application Software if it is installed on hardware and software meeting Xerox’s published specifications (collectively “Workstation”); (b) IF YOU USE

FREEFLOW APPLICATION SOFTWARE WITH ANY HARDWARE OR SOFTWARE OTHER THAN A

WORKSTATION, ALL REPRESENTATIONS AND WARRANTIES ACCOMPANYING SUCH

FREEFLOW APPLICATION SOFTWARE WILL BE VOID AND ANY SUPPORT/MAINTENANCE YOU

CONTRACT FOR IN CONNECTION WITH SUCH FREEFLOW APPLICATION SOFTWARE WILL BE VOIDABLE AND/OR SUBJECT TO ADDITIONAL CHARGES; and (c) you are solely responsible for:
(i) the acquisition and support, including any and all associated costs, charges and other fees, of any Workstation you supply; (ii) compliance with all terms governing such Workstation acquisition and support, including terms applicable to any non-Xerox software associated with such Workstation; and (iii) ensuring that such Workstation meets Xerox’s published specifications.

6. The following terms apply to FreeFlow Software licensed to U.S. government customers:
a. Java technology contained in FreeFlow Software is subject to: (i) FAR 52.227-14(g)(2) and FAR

52.227-19; and (ii) if licensed to the U.S. Department of Defense (“DOD”), DFARS 252.227-7015(b)

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 17 and DFARS 227.7202-3(a).
b. Adobe Software is a “commercial item,” as that term is defined at FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212, and is licensed to civilian agencies consistent with the policy set forth in FAR 12.212, or to the DOD consistent with the policies set forth in DFARS 227.7202-1. c. Oracle Database Express Edition is “commercial computer software” and is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227-7015 and FAR 52.227-19 as applicable.

7. FreeFlow Software may include Microsoft Embedded Standard operating system software to which the following terms apply:
a. You agree to and will comply with the Microsoft terms and conditions contained on the Xerox website, http://www.support.xerox.com/support/open-source-disclosures/fileredirect/enus.html?&contentId=136023 b. Any updates, upgrades or reinstallations of Microsoft Embedded Standard operating system software are subject to the terms and conditions of this license and may be used only with the Xerox-brand Equipment with which it was delivered. Any other use of the software is strictly prohibited and may subject you to legal action.
c. If the Equipment includes Remote Desktop Services that enable it to connect to and access applications running on a server, such as Remote Desktop Protocol, Remote Assistance and Independent Computer Architecture, such Desktop Functions will not run locally on the system, except for network/Internet browsing functions.
d. The FreeFlow Base Software contains the Windows Update feature that allows you to access Windows Updates directly through the Microsoft Corp. Windows Update server. If you elect to activate this feature, any Windows Updates installed by you using the Windows Update feature may not function on the Equipment or may cause malfunctions or cause harm to the Equipment. Before you download a Windows Update using this feature, you should contact Xerox so that Xerox can ensure that each Windows Update is suitable for use on the Equipment and provide any necessary technical support for the installation and use of such Windows Update. e. No High Risk Use.

WARNING: The Windows Embedded 7 Standard operating system is not fault-tolerant. The Windows Embedded 7 Standard operating system is not designed or intended for any use in any computing device where failure or fault of any kind of the Windows Embedded 7 Standard operating system could reasonably be seen to lead to death or serious bodily injury of any person, or to severe physical or environmental damage ("High Risk Use"). Xerox is not licensed to use, distribute, or sublicense the use of the Windows Embedded 7 Standard operating system in High Risk Use. High Risk Use is STRICTLY PROHIBITED.

Appendix B-Exhibit 3

LEASE TERMS

1. 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.

2.Lease Commencement & Term. The Term for each unit of Equipment will commence upon: delivery of customer-installable Equipment; or the installation of Xerox-installable Equipment and will expire on the last day of the final full calendar month of the contracted term of the Lease Agreement. Unless

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 18 either party provides notice of termination at least 30 days before the expiration of the initial Term, it will renew on a month-to-month basis on the same terms and conditions. During this renewal period, either party may terminate the Equipment upon at least 30 days’ notice. Upon termination, you will make the Products available for removal by Xerox. At the time of removal, the Equipment will be in the same condition as when delivered (reasonable wear and tear excepted).

3.Invoicing. The Minimum Lease Payment, which may include a guaranteed number of copies (copy allowance), plus any additional Print Charges covers the cost of (1) the use of the equipment; (2) the equipment's maintenance; and (3) consumable supplies, if applicable. The Minimum Lease Payment will commence following Equipment installation and will be billed monthly. Charges for excess prints will be reconciled and billed monthly or quarterly, as applicable, in arrears.

4. Refinance. The "Amount Refinanced" is included in the amount financed under this Agreement. If the Amount Refinanced is under an agreement with a third party, you acknowledge you have the right to terminate the agreement and you will provide Xerox with a statement from the third party identifying the equipment at issue, the amount to be paid off and the payee's name and mailing address. If the Amount Refinanced is under an agreement with Xerox, the refinancing will render your prior agreement null and void. If you breach any of your obligations under this Agreement, the full Amount Refinanced will be immediately due and payable.

5.Price Increases. Xerox may annually increase the maintenance component of the Minimum Payment and Print Charges, each such increase not to exceed 10%. For Application Software, Xerox may annually increase the software license or support fees, each such increase not to exceed 10%. These adjustments will occur at the commencement of each fiscal contract cycle.

6.Payment & Credit. Your payment is due within 30 days after the invoice date, with all charges being billed in arrears. Restrictive covenants on payment instruments will not reduce your obligations. You authorize Xerox, or its agent, to obtain credit reports from commercial credit reporting agencies.

7.Taxes. Unless you provide proof of your tax-exempt status, you will be responsible for all applicable taxes, fees or charges of any kind (including interest and penalties) assessed by any governmental entity on this Agreement or the amounts payable under this Agreement ("Taxes"), which will be included in Xerox's invoice unless you timely provide proof of your tax-exempt status.

8.Late Charges. If any payment is not received by Xerox within 10 days of the due date (40 days after the invoice date), Xerox may charge a late interest charge as allowed under New York law equal to the higher of 5% of the amount due or $25.00, not to exceed the maximum amount permitted by law, as a reasonable collection cost.

9. Default and Remedies. If you default or breach an individual Lease Agreement, Xerox may, in addition to its other remedies (including cessation of Maintenance Services), remove the Equipment at your expense and require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts then due, plus interest from the due date until paid as allowed under law; at the rate of 1.5% per month; (b) the Minimum Lease Payments (less the Maintenance Services and Consumable Supplies components, as reflected on Xerox's records) remaining in the Term, discounted at 4% per annum; and (c) the applicable FMV or Purchase Option; and (d) all applicable Taxes. If you make the Equipment available for removal by Xerox within 30 days after notice of default, in the same condition as when delivered (reasonable wear and tear excepted), you will receive a credit for the fair market value of
the Equipment as determined by Xerox, less any costs incurred by Xerox. You agree to pay all reasonable costs, including attorneys' fees, incurred by Xerox to enforce this Agreement.

10. Assignment. Except for assignment by Xerox to a parent, subsidiary or affiliate of Xerox, or to securitize this Agreement as part of a financing transaction ("Permitted Assignment"), neither party will assign any of its rights or obligations under this Agreement without the prior written consent of the other party. In the event of a Permitted Assignment: (a) Xerox may, without your prior written consent,

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 19 release to the proposed assignee information it has about you related to this Agreement; (b) the assignee will have all of the rights but none of the obligations of Xerox hereunder; (c) the assignee will continue to look to Xerox for performance of Xerox's obligations, including the provision of Maintenance Services; (d) you waive and release the assignee from any claim relating to or arising from the performance of Xerox's obligations hereunder; (e) you shall not assert any defense, counterclaim or setoff you may have against an assignee; and (f) you will remit payments in accordance with instructions of the assignee.

11. Risk of Loss. You agree that: (i) the equipment will remain personal property; (ii) you will not attach the equipment as a fixture to any real estate; (iii) you will not pledge, sub-lease, or part with possession of the equipment or file, or permit to be filed, any lien against the equipment; and, (iv) you will not make any permanent alterations to the equipment. The risk of loss due to your fault or negligence, as well as theft, fire, or disappearance, shall pass to you upon delivery. Risk of loss passes to you upon delivery and remains with you until Xerox removes the Equipment.

12. FMV End of Term Purchase Option. Provide you are not in default, you may purchase the Equipment, "AS IS, WHERE IS" and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE, at the end of the initial Term for the fair market value of the Equipment at the expiration of the initial Term, plus all applicable Taxes.

13. FPO End of Term Purchase Option. Provide you are not in default, you may purchase the Equipment, "AS IS, WHERE IS" and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE, at the end of the initial Term for the "Purchase Option" indicated on the face of this Agreement (i.e., either a set dollar amount or the fair market value of the Equipment at the expiration of the initial Term), plus all applicable Taxes.

14. Waivers. The parties agree that this Agreement is: (i) a "finance lease" under Article 2A of the Uniform Commercial Code and, except to the extent expressly provided herein, and to the extent permitted by New York law, you waive all rights and remedies conferred upon a lessee by Article 2A; and (ii) a lease for all federal, state or local income tax purposes and you shall not claim any credit or deduction for depreciation in respect of the Equipment, or take any other action inconsistent with your role as lessee of the Equipment.

15. 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.

16. 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.

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 20 Appendix B-Exhibit 4
Cash Purchase Terms

1. Invoicing. The invoice under a Cash Purchase Agreement consists of the Net Price amount for the Equipment purchased and all applicable Taxes.

2. Taxes. Unless you provide proof of your tax-exempt status, you will be responsible for all applicable taxes, fees or charges of any kind (including interest and penalties) assessed by any governmental entity on this Agreement or the amounts payable under this Agreement ("Taxes"), which will be included in Xerox's invoice unless you timely provide proof of your tax-exempt status.

3. Payment. Your payment is due within 30 days after the invoice date, with all charges being billed in arrears. Restrictive covenants on payment instruments will not reduce your obligations. You authorize Xerox, or its agent, to obtain credit reports from commercial credit reporting agencies.

4. Default & Remedies. If you default an individual Cash Purchase Agreement, Xerox, in addition to its other remedies, including the cessation of Basic Services, may require immediate payment of all amounts then due (including all applicable Taxes), plus interest on all amounts due until paid as allowed under law: at the rate of one and one-half percent (1.5%) per month, not to exceed the maximum amount permitted by law.

5. Equipment Installation Date. The Equipment installation will be (a) the delivery date for customer installable Equipment; or (b) the installation date for Xerox installable Equipment, which is the date Xerox determines the equipment to be operating satisfactorily as demonstrated by the successful completion of diagnostic routines and is available for your use.

6. Title, Warranty, and Risk. Title, warranty, and risk of loss to the Equipment passes to you upon delivery of customer-installable Equipment; or installation of Xerox-installable Equipment. Until you have paid for the Equipment in full: (i) it will remain personal property; (ii) you will not attach it as a fixture to any real estate; (iii) you will not pledge, sub-lease or part with possession of it, or file or permit to be filed any lien against it; and (iv) you will not make any permanent alterations to it. Warranty coverage for any product utilizing Cartridges is conditioned upon you using only unmodified cartridges purchased directly from Xerox or its authorized resellers.

Appendix B- Exhibit 5

MAINTENANCE TERMS

1. Maintenance Commencement & Term. The Term for Maintenance Services will begin following the equipment installation and expire on the final day of the twelfth (12) full calendar months after installation or at the end of the customer's then current fiscal year as applicable.

A) Xerox may annually increase the Minimum Payment and Print Charges, each such increase not to exceed 10%. For Application Software, Xerox may annually increase the software license or support fees, each such increase not to exceed 10%. These adjustments will occur at the commencement of each fiscal / annual contract cycle.

2. Invoicing. The Monthly Minimum Maintenance Charge will be billed monthly and Charges for excess prints will be reconciled at the account level and billed quarterly in arrears.

3. Payment. Your payment is due within 30 days after the invoice date, with all charges being billed in arrears. Restrictive covenants on payment instruments will not reduce your obligations. You authorize Xerox, or its agent, to obtain credit reports from commercial credit reporting agencies.

4. Taxes. Unless you provide proof of your tax-exempt status, you will be responsible for all applicable taxes, fees or charges of any kind (including interest and penalties) assessed by any governmental

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 21 entity on this Agreement or the amounts payable under this Agreement ("Taxes"), which will be included in Xerox's invoice unless you timely provide proof of your tax-exempt status.

5. Default & Remedies. If you default or breach an individual Maintenance Agreement, Xerox, in addition to its other remedies, you will be in default under this Agreement if (1) Xerox does not receive any payment within 15 days after the date it is due, or (2) you breach any other obligation in this or any other agreement with Xerox. If you default, Xerox may, in addition to its other remedies (including the cessation of Maintenance Services), require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of (a) all amounts then due, plus interest from the due date until paid as allowed under law; at the rate of 1.5% per month; and (b) the remaining Minimum Payments, not to exceed 6 such payments if this Agreement is for a one year Term, and twelve (12) such payments for a multi-year Term; and, (c) all applicable Taxes. You will pay all reasonable costs, including attorneys' fees, incurred by Xerox to enforce this Agreement. Termination Charges will not be assessed if you upgrade the Equipment to an alternative Xerox product or cancel an accessory.

Appendix B- Exhibit 6

RENTAL TERMS
Rental Terms

1. Title and Risk of Loss. Title to the Products remains with Xerox. Risk of loss or damage to the Products passes to you upon delivery. You will insure the Products against loss or damage and the policy will name Xerox as Loss Payee.

2. Rental Order Taking Term. The initial term for any Rental Order will be the number of full calendar months stated in the individual Rental Order. The Minimum Lease Payment for any partial month following the equipment installation date will be billed on a pro rata basis, based on a 31-day month.

3. Rental Order Commencement & Term. The Term for each unit of Equipment will commence upon the delivery of customer-installable Equipment; or the installation of Xerox-installable Equipment and will expire on the last day of the final full calendar month of the contracted term indicated in the Rental Order. Unless either party provides notice of termination at least 30-days before the expiration of the initial Term, it will renew on a month-to-month basis at the same prices, and the same terms and conditions. During the renewal period, either party may terminate the Equipment upon at least 30-days’ notice. Upon termination, you will make the Equipment available for removal by Xerox. At the time of removal, the Equipment will be in the same condition as when delivered, reasonable wear and tear accepted.

4. Equipment Return. Unless you have renewed or purchased the Equipment, you will make the Equipment and Base Software available for removal at the expiration of the Individual Rental Order term in the same condition as when delivered, reasonable wear and tear accepted.

APPENDIX B - EXHIBIT 7
Production Inkjet Specific Terms and Conditions:

The following terms and conditions are applicable to all (or as noted, some of) Xerox’s BaltoroHF, Rialto and Trivor Equipment acquired by Customer (collectively, the “Production Inkjet Equipment” or “Equipment”):

COMMENCEMENT & TERM. For the Production Inkjet Equipment, this provision supersedes and replaces any “Term” noted on the PO or in the Lease Terms. This PO is valid when accepted by Xerox. The Term for each unit of Equipment will commence upon the installation of Xerox-installable Equipment as confirmed by your authorized representative signing the part of the Customer Implementation Sign-Off document

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 22 wherein it is agreed that the delivery and installation of the Equipment, the training activities and the solution implementation in accordance with the CED and the SOW Acceptance Criteria have been completed (“Commencement Date”) and will continue for the number of full calendar months shown in the PO for “Term” (“initial Term”). Any partial month in the Term will be billed on a pro rata basis, based on a 30-day month. Unless either party provides notice of termination at least thirty days before the expiration of the initial Term, it will renew automatically on a month-to-month basis on the same terms and conditions. During this renewal period, either party may terminate the Equipment upon at least 30 days’ notice. Upon termination, you will make the Products available for removal by Xerox. At the time of removal, the Equipment will be in the same condition as when delivered (reasonable wear and tear excepted).

RESPONSIBILITY FOR MEETING CERTAIN CED REQUIREMENTS. You are solely responsible for fulfilling all of your obligations set forth in the CED for the Equipment, including, but not limited to, meeting all environmental, product space and power, and network connectivity requirements. In addition, the CED and User Guide (“Guide”) set forth certain operator maintenance activities that you are responsible for performing at the intervals indicated therein. You may have Xerox perform, or assist in the performance of, any of these operator maintenance activities, subject to the availability of Xerox certified technicians, upon your agreement to pay Xerox’s then-prevailing service call rates.

BALTORO AND RIALTO INK AND PRINT HEAD MAINTENANCE SERVICES. For the BaltoroHF and Rialto Equipment (referred to in this Section as “Equipment”), repairs that are needed due to misuse, neglect or abuse (which are excluded from Xerox’s provision of Maintenance Services as described in Appendix B-Exhibit 1 General Terms and Conditions #5, specifically include, but are not limited to, your failure to ensure that inks and consumables are correctly loaded into the Equipment and to properly perform operator maintenance in a timely manner. The correct method of loading ink is described in the Guide.

Customer is liable for any and all damage, including all repairs, arising out of incorrect loading of ink or from the failure to properly perform operator maintenance in a timely manner.

Routine refurbishment and replacement of print heads is covered under this Agreement at no additional charge to you. Xerox’s refurbishment and replacement obligations can be voided if you:
(a) fail to perform routine maintenance as specified by Xerox; (b) use inks, consumables (including paper) or spare parts, which do not meet Xerox specifications; (c) allow or cause the changing or handling of a print head by anyone other than a Xerox certified service representative;
(d) allow the repair of the Equipment or a print head by anyone other than a Xerox certified service representative;
(e) fail to maintain the environmental specifications required by Xerox including but not limited to specifications for humidity and/or temperature during operation of the Equipment; (f) fail to follow Xerox’s operating procedures while operating the Equipment; or (g) allow the Equipment to be operated by employees that have not received Xerox training.

Xerox will not be required to repair or replace a print head if the cause of the subject failure is covered by any of the specific causes listed above or any other exclusion set forth in the Agreement or the applicable CED or Guide, and you will be required to pay for the repairs to the, or to purchase a replacement, print head. You agree to perform all maintenance tasks when directed to do so by the status messages on the Equipment’s interface window and/or as outlined in the Equipment’s CED or Guide.

In the event of the failure of a print head, you and Xerox will jointly review the maintenance history, and any other relevant data. If you have complied with the foregoing requirements, as demonstrated by the Equipment and/or in the Equipment’s CED and Guide and any other relevant data, Xerox will replace the failed print head in accordance with this Agreement at no charge to you.

In the event you have failed to perform the maintenance tasks as directed to do so by the Equipment’s interface window and/ or as outlined in the Equipment’s CED and Guide, or any other relevant data demonstrates that you have failed to adhere to the requirements set out in the CED or Guide, you will return the damaged print head to Xerox in accordance with the process that is communicated to you and managed

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 23 by your Xerox certified service representative. The determination of your liability or non-liability must be made in each instance prior to your returning the damaged print head to Xerox.

In a case where your liability for repair or replacement has been agreed to, following return of a print head, Xerox will in good faith determine if the print head can be repaired or must be replaced. Xerox will communicate its determination to you promptly and provide at such time its good faith estimate of the cost of the remedial action to be undertaken. In a case where your liability for repair or replacement has been agreed to, you will pay the amount invoiced by Xerox for the materials, associated work and shipping costs to repair or replace the subject print head. The amount to be invoiced shall be in line with Xerox’s good faith estimate and, in instances where a print head must be replaced, Xerox will charge you an amount not to exceed $12,500. While there is an agreement in place between you and Xerox that requires Xerox to provide Maintenance Services for the Equipment, if Xerox uses any of the spare parts located and stored at your site to keep the Equipment in good working order, Xerox will replace the spare parts used at no additional cost to you. Additionally, Xerox will not charge you for spare parts supplied from a Xerox storage or distribution facility used to keep the Equipment in good working order.

TRIVOR INK AND JETTER BLOCK MAINTENANCE SERVICES. For the Trivor Equipment (referred to in this Section as “Equipment”), repairs that are needed due to misuse, neglect or abuse (which are excluded from Xerox’s provision of Maintenance Services as described in Appendix B-Exhibit 1 General Terms and Conditions #5, specifically include, but are not limited to, your failure to ensure that inks and consumables are correctly loaded into the Equipment and to properly perform operator maintenance in a timely manner.

The correct method of loading ink is described in the Guide. You are liable for any and all damage, including all repairs, arising out of incorrect loading of ink or from the failure to properly perform operator maintenance in a timely manner. Routine refurbishment and replacement of Jetter Blocks is covered under this Agreement at no additional charge to you. Xerox's refurbishment and replacement obligations can be voided if you: (i) fail to perform routine maintenance as specified by Xerox; (ii) use inks, consumables (including paper) or spare parts, which do not meet Xerox specifications; (iii) allow or cause the changing or handling of a Jetter Block by anyone other than a Xerox certified service representative; (iv) allow the repair of the Equipment or a Jetter Block by anyone other than a Xerox certified service representative; (v) fail to maintain the environmental specifications required by Xerox including but not limited to specifications for humidity and/or temperature during operation of the equipment; (vi) fail to follow Xerox's operating procedures while operating the Equipment; or, (vii) allow the Equipment to be operated by employees that have not received Xerox training. Xerox will not be required to repair or replace Jetter Blocks if the cause of the subject failure is covered by any of the specific causes listed above or any other exclusion set forth in the Agreement or the applicable CED and you will be required to pay for the repairs to the, or to purchase replacement, Jetter Blocks. You agree to maintain a maintenance log to demonstrate adherence to Xerox requirements. In the event of the failure of a Jetter Block, you and Xerox will jointly review the maintenance log, and any other relevant data. If you have complied with the foregoing requirements, as demonstrated by the maintenance log and any other relevant data, Xerox will replace the Jetter Block in accordance with this Agreement at no charge to you. In the event you have failed to keep the maintenance log, or the maintenance log or any other relevant data demonstrates that you have failed adhere to Xerox requirements, you will return the damaged Jetter Block to Xerox in accordance with the process that is communicated to you and managed by your Xerox certified service representative. The determination of your liability or non-liability must be made in each instance prior to your returning the damaged Jetter Block to Xerox. In a case where your liability for repair or replacement has been agreed to, following return of a Jetter Block, Xerox will in good faith determine if the Jetter Block can be repaired or must be replaced.

Xerox will communicate its determination to you promptly and provide at such time its good faith estimate of the cost of the remedial action to be undertaken. In a case where your liability for repair or replacement has been agreed to, you will pay the amount invoiced by Xerox for the materials, associated work and shipping costs to repair or replace the subject Jetter Block. The amount to be invoiced shall be in line with Xerox's good faith estimate and, in instances where a Jetter Block must be replaced, Xerox will charge you an amount not to exceed the production cost of a Jetter Block without profit or mark-up, which shall not exceed $25,000. While there is an agreement in place between you and Xerox that requires Xerox to provide Maintenance Services for the Equipment, if Xerox uses any of the spare parts located and stored at your site to keep the Equipment in good working order, Xerox will replace the spare parts used at no additional cost to you. Additionally, Xerox will not charge you for spare parts supplied from a Xerox storage or distribution facility used to keep the Equipment in good working order.

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 24 SUPPLIES AND SUPPLIES PRICING. The charges set out in the PO or Lease or Sale Agreement do not include charges for Xerox’s provision of supplies (as such term is used in the Supplies Exhibit attached to this Addendum) to be used with the Equipment. Supplies to be used with Equipment will be ordered separately by you using the “Customer Number” identified in the Supplies Exhibit and are subject to the pricing, terms and conditions set forth in the Supplies Exhibit.

GUARANTEE DISCLAIMER XEROX'S “TOTAL SATISFACTION GUARANTEE”, “SATISFACTION GUARANTEE” OR ANY OTHER SIMILARLY STYLED GUARANTEE FROM XEROX, WHETHER MADE IN ORAL OR WRITTEN FORM, ARE NOT APPLICABLE TO THE PRODUCTION INKJET EQUIPMENT.

PER FOOT PRICING. For the Trivor Equipment and Rialto Equipment, pricing is based on per linear foot pricing and the applicable “Per Print Rate” on the order is charged for each linear foot of print output.

TERMINATION BEFORE EQUIPMENT SHIPMENT. Notwithstanding anything to the contrary set forth in the Agreement, for the Trivor or Rialto Equipment (referred to in this Section as “Equipment”), Customer may elect to terminate an Order Agreement or Purchase Order before the commencement of shipment of the Equipment from its place of manufacture to Customer. If Customer makes such election, neither Customer nor Xerox will have liability of any type or kind to the other under this Agreement or the Order Agreement or Purchase Order. Customer may also elect to terminate the Order Agreement or Purchase Order after the commencement of shipment of the Equipment from its place of manufacture to Customer, in which case Customer will promptly pay to Xerox, as liquidated damages for loss of bargain and not as a penalty, $100,000 for each model of Trivor Equipment and/or $50,000 for each model of Rialto Equipment included in such Order Agreement or Purchase Order, and, upon receipt of such payment in full, neither Customer nor Xerox will have liability of any type or kind to the other under this Agreement or the Order Agreement or Purchase Order.

PAYMENT SCHEDULE. For any Production Inkjet Equipment included in any Cash Purchase Order Agreement or Purchase Order, Customer will make the payments to Xerox therefor pursuant to the following payment schedule: (i) first payment at the time of your execution of the Order Agreement or Purchase Order in the amount of twenty-five percent (25%) of the purchase price of each Production Inkjet Equipment, and (ii) second payment prior to shipment of the Production Inkjet Equipment from the place where it is manufactured in the amount of fifty percent (50%) of the purchase price of each Production Inkjet Equipment (collectively, the “Pre-Payments”). Xerox will not ship the Production Inkjet Equipment to you until Xerox receives the Pre-Payments required in the preceding sentence. The remaining twenty-five percent (25%) of the purchase price for each Production Inkjet Equipment will be invoiced to you after the Agreement commences as provided above. The foregoing payments are exclusive of applicable Taxes that are payable by you and such Taxes may be included in the invoice for one or more of the abovereferenced payments or in one or more separate invoices.

MATHWORKS SOFTWARE LICENSE. For the Trivor and BaltoroHF Equipment (referred in this Section to “Equipment”), the Equipment incorporates software from MathWorks, Inc. (“MathWorks”) and the following terms apply to said software:
a. LICENSE GRANT. Subject to the restrictions below, MathWorks hereby grants to Customer a license to install and use the MATLAB Compiler Runtime Libraries (“MCR”), solely and expressly for the purpose of running software created with the MATLAB Compiler (the “Application Software”), and for no other purpose. This license is personal, nonexclusive, and nontransferable. b. LICENSE RESTRICTIONS. Customer shall not modify or adapt the MCR for any reason.

Customer shall not disassemble, decompile, or reverse engineer the MCR. Customer shall not alter or remove any proprietary or other legal notices on or in copies of the MCR. Unless used to run Application Software, Customer shall not rent, lease, or loan the MCR, time share the MCR, provide service bureau use, or use the MCR for supporting any other party’s use of the MCR. Customer shall not sublicense, sell, or otherwise transfer the MCR to any third party. Customer shall not republish any documentation that may be provided in connection with the MCR. All rights not granted, including without limitation rights to reproduce, sublicense, rent, sell, distribute, create derivative works, serve other software by means of, decompile, reverse engineer, and disassemble the MCR, are expressly reserved by MathWorks.

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 25 c. NO TECHNICAL SUPPORT. Technical support is not provided by MathWorks for users of the MCR under this license. MathWorks may, at its sole discretion, offer bug fixes or updates to the MCR.
d. TERM AND TERMINATION. This license shall automatically terminate upon your failure to comply with this license.
e. EXPORT CONTROL. The MCR may be subject to U.S. and non-U.S. export control laws and other applicable governmental export and import laws and regulations.

In exercising your rights under this license, Customer agree not to violate any such laws and regulations. Customer also represent and warrant that (i) Customer are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) Customer are not listed on any U.S. Government list of prohibited or restricted parties.
f. U.S. GOVERNMENT LICENSEES: Customer agree that the MCR qualifies as commercial computer software or documentation as defined in the FAR and/or DFARS; that the terms and conditions of this MCR (MATLAB Compiler Runtime) LIBRARIES LICENSE shall govern your use, reproduction, performance, display, and disclosure of the MCR, superseding any inconsistent government provisions.
g. ASSIGNMENT. Customer may not assign or otherwise transfer this license and its rights and obligations hereunder, in whole or in part.
h. LIMITATION OF LIABILITY. To the extent permitted by law, any liability of MathWorks (whether in relation to breach of contract, negligence or otherwise) shall be limited to ten dollars ($10.00 USD); and MathWorks shall have no liability for any indirect or consequential loss (whether foreseeable or otherwise and including loss of profits, loss of business, loss of opportunity, and loss of use, or unauthorized use or access, of any computer hardware or software). Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitation may not apply to Customer. MathWorks’ liability for death or personal injury resulting from negligence or for any other matter in relation to which liability by law cannot be excluded or limited shall not be excluded or limited.
i. DISCLAIMER OF WARRANTIES. The MCR is delivered “as is” and MathWorks makes, and Customer receive, no additional express or implied warranties. MathWorks hereby expressly disclaims any and all other conditions, warranties, or other terms of any kind or nature concerning the MCR (including, without limitation, any with regard to noninfringement, merchantability, quality, accuracy, or fitness for a particular purpose or for your purpose). MathWorks also expressly disclaims any warranties that may be implied from usage of trade, course of dealing, or course of performance.
j. GOVERNING LAW; JURISDICTION. This license shall be governed by the laws of the Commonwealth of Massachusetts, United States of America, without regard to its conflicts of law provisions. Neither the U.N. Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act, or any version thereof (“UCITA”), shall apply to this license. To the extent that UCITA is applicable, the parties agree to opt out of the applicability of UCITA.
k. ENTIRE AGREEMENT. This license contains the entire understanding of the parties with respect to the MCR provided hereunder and may not be modified or amended except by written instrument, executed by MathWorks and Customer. This license shall not supersede any product license Customer have with MathWorks for the MATLAB Compiler.

MICROSOFT/ADOBE SOFTWARE LICENSING. For the Rialto equipment (referred to in this Section as “Equipment”), software from Microsoft Corporation ("Microsoft") and/or Adobe Systems Incorporated ("Adobe") may be incorporated into the Base Software and, if either or both of them are, these additional terms apply:

FOR MICROSOFT:

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 26 Base Software may include or incorporate software provided by Microsoft Corporation ("Microsoft Software"). In addition to all other terms and conditions of this Agreement, the following applies to Authorized User’s installation and use of Microsoft Software. You may not:
(a) use the Microsoft Software for commercial software hosting services; (b) publish any benchmark results for the Microsoft Software; or (c) work around any technical limitations in the Microsoft Software.

FOR ADOBE:
a. Base Software may include and/or incorporate software provided by Adobe Systems Incorporated ("Adobe Software"). You will not, without the prior written consent of Supplier and its licensors: (i) use the Adobe Software in any way that is not authorized by the Agreement; (ii) use the Adobe Software outside of the Equipment on which it was installed or in a stand-alone, timeshare or service bureau model; or (iii) disclose or otherwise permit any other person or entity access to the object code of the Adobe Software. Adobe disclaims, to the extent permitted under applicable laws, any warranty obligations or other liabilities on the part of Adobe or its suppliers respecting the Adobe Software.
b. Adobe Software is a "commercial item", as that term is defined at FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202-1, as applicable.

Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Adobe Software is licensed to U.S. government end users, including contractors for the U.S. government, (i) only as commercial items and (ii) with only those rights as are granted to all other end users.

EXHIBITS. The following exhibits will be attached to and made part of the Agreement for the Equipment at the time of order for the cash purchase or lease transaction:
• Customer Acceptance Criteria
• Customer Expectations Document
• Statement of Work
• Supplies
THIRD PARTY HARDWARE. Customer may wish to procure certain pre- and post-finishing hardware for the Rialto or Baltoro Equipment (“Third Party Hardware), and, in order for the Trivor equipment to fully function and for the solution to successfully install, Third Party Hardware needs to be procured and properly maintained in conjunction with the equipment. If Customer chooses to (a) purchase such Third-Party Hardware products through Xerox from one of Xerox’s third-party partners, and (b) have Xerox maintain such Third-Party Hardware, the following terms and conditions will apply to the Third-Party Hardware:

THIRD PARTY HARDWARE MAINTENANCE.
a. The provision of maintenance services to keep the Third-Party Hardware in good working order (“Third Party Hardware Maintenance”) is contingent upon Customer facilitating timely and efficient resolution of Third-Party Hardware issues by: (i) utilizing customer-implemented remedies provided by Xerox and (ii) providing information to and implementing recommendations provided by Xerox telephone support personnel. If a Third-Party Hardware issue is not resolved after completion of (i) and (ii) above, Xerox will provide on-site support as provided herein. Unless otherwise provided herein, Third Party Hardware Maintenance will be provided during Xerox’s standard working hours from 8:00 a.m. to 5:00 p.m. local time, Monday through Friday (excluding Xerox-recognized holidays) in areas open for repair service for the Third-Party Hardware in the U.S. You agree to give Xerox reasonable access to the ThirdParty Hardware. Third Party Hardware Maintenance shall cover repairs and adjustments to keep the Third Party Hardware in good working order that are required as a result of normal wear and tear or defects in materials or workmanship (and shall exclude repairs or adjustments Xerox determines to relate to or be affected by the use of options, accessories, or other

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 27 connected products not serviced by Xerox, as well as any non-Xerox alterations, relocation, service, supplies, or consumables).
b. Xerox shall perform scheduled Third-Party Hardware Maintenance at such times agreed to by both parties at each Third-Party Hardware location. Scheduled maintenance shall be performed as specified in the Third-Party Hardware Maintenance documentation. c. Xerox shall replace parts that are unserviceable as determined solely by Xerox on an exchange basis with new or parts equivalent to new in performance when used in the Third-Party Hardware. Additionally, parts may at times be replaced with an equivalent item (i.e. form, fit and function the same, but not necessarily the same brand as the replaced part). Exchanged parts removed from the Third-Party Hardware will become the property of Xerox. d. Customer shall perform Key Operator maintenance functions as described in the Third-Party Hardware operator’s manuals.
e. Xerox shall use only qualified Customer Service Engineers fully trained on maintenance requirements and operation of the Third-Party Hardware. f. Customer shall notify Xerox of a Third-Party Hardware failure and shall provide adequate working space, heat, light, ventilation and electrical current and outlets. g. Customer shall place unscheduled maintenance requests for Third Party Hardware by calling the Xerox’s service telephone number provided by Xerox. h. Xerox shall not be obligated to provide the following services under these Third-Party Hardware Maintenance terms and conditions:
i.) Additional or optional retrofits.
ii.) Services as a result of Third-Party Hardware relocation. iii.) Exterior painting of the Third-Party Hardware.
iv.) Repair for damages resulting from Customer’s neglect or abuse. v.) Performance of normal key operator functions as described in the Third-Party Hardware operator’s manuals.
vi.) Third Party Hardware reconditioning
vii.) Repair of software (other than replacement of firmware). i. Customer agrees to make available key operators or a systems administrator for the ThirdParty Hardware. Training, if any, will be provided in accordance with the applicable Price List in effect on the date Xerox accepts the order.

SERIAL NUMBER AND FACILITIES STANDARDS. Customer represents that the Third-Party Hardware has a manufacturer’s serial number and will at all times be located in facilities which meet all applicable health, environmental and safety standards.

COMMENCEMENT & TERM, RENEWAL AND TERMINATION OF THIRD-PARTY HARDWARE MAINTENANCE.
a. The Third-Party Hardware Maintenance terms and conditions shall become effective upon acceptance of the Order Document by Xerox and shall remain in effect for effect for the number of months set forth in the order (the “Initial Term”).
b. Upon expiration of the Initial Term, unless either party provides at least thirty (30) days’ notice before the end of the Initial Term, the Third Party Hardware Maintenance shall automatically renew for successive periods of twelve (12) calendar months on each expiration date, unless written notice of termination is provided by either party to the other at least thirty (30) days before the end of Initial Term of its intention not to renew. Pricing for this renewal term shall be based on the prices listed on the Xerox Price List for Third Party Hardware Maintenance then in effect.

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 28 c. Either party may terminate the Third-Party Hardware Maintenance at any time, with or without cause, by providing the other party with one hundred twenty days (120) prior written notice of termination.
d. Should Customer terminate Xerox’s provision of Third-Party Hardware Maintenance prior to the expiration of the Initial Term, Customer shall purchase from Xerox, at the applicable Xerox and/or Third-Party Hardware manufacturer’s published prices, all parts and technical documentation for the Third-Party Hardware in Xerox’s inventory on the effective date of termination if requested to do so by Xerox.
e. If “Pricing Fixed for Term” is identified in the Order Document, the amount you pay Xerox for the Third-Party Hardware Maintenance shall not increase during the Initial Term. Otherwise, Xerox may annually change any of the prices for the Third-Party Hardware Maintenance upon thirty (30) days prior written notice to Customer. Any price increase will not exceed ten (10%) percent of the then current price.
f. In addition to the address(es) to which notices are to be sent to Xerox as provided in the Agreement, notices required to be sent to Xerox related to Third Party Hardware Maintenance shall be mailed to:

XEROX CORPORATION
1301 Ridgeview Drive
Lewisville, TX 75057
Fax – 800-407-8430
OUTSIDE SCOPE OF THIRD-PARTY HARDWARE MAINTENANCE. Third Party Hardware service activities performed outside the scope of these terms and conditions, including, but not limited, to weekend service, key operator functions, product enhancements and engineering changes, will be billed on a time and materials basis at the Xerox rate in effect at the time of the same is performed by Xerox.

WARRANTY DISCLAIMERS. Aside from Xerox’s obligations to provide Third Party Hardware Maintenance in accordance with the provisions set forth herein, Xerox makes no other representations or warranties relative to such service, express or implied. XEROX EXPRESSLY

DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATIVE TO SERVICES PROVIDED HEREUNDER.

Notwithstanding anything to the contrary in the Agreement, Xerox shall not be liable for the loss of any data as a result of performing maintenance activities hereunder, and Customer shall be responsible for all necessary or desired data backup.

PAYMENT SCHEDULE. For each Third Party Hardware included in any Cash Purchase order, you will make the payments to Xerox therefor pursuant to the following payment schedule: (i) first payment at the time of your execution of the Order Agreement or Purchase Order in the amount of twenty-five percent (25%) of the purchase price of each Third Party Hardware, and (ii) second payment prior to shipment of the Third Party Hardware from the place where it is manufactured in the amount of fifty percent (50%) of the purchase price of each Third Party Hardware (collectively, the “Third Party Hardware Pre-Payments”). Xerox will not ship the Third-Party Hardware to you until Xerox receives the Third-Party Hardware Pre-Payments required in the preceding sentence.

The remaining twenty-five percent (25%) of the purchase price for each Third-Party Hardware will be invoiced to you after the Cash Purchase order commences as provided above. The foregoing payments are exclusive of applicable Taxes that are payable by you and such Taxes may be included in the invoice for one or more of the above-referenced payments or in one or more separate invoices.

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 29 Tab 2 – Products/Pricing
a) Products/Pricing
i. Offerors shall provide pricing based on a discount from a manufacturer’s price list or catalog, or fixed price, or a combination of both with indefinite quantities. Prices listed will be used to establish the extent of a manufacturer’s product lines, services, warranties, etc. that are available from Offeror and the pricing per item. Multiple percentage discounts are acceptable if, where different percentage discounts apply, they different percentages are specified. Additional pricing and/or discounts may be included. Products and services proposed are to be priced separately with all ineligible items identified. Offerors may elect to limit their proposals to any category or categories.

Xerox presents our Price Exhibit in Attachment B, which includes a complete portfolio of our offerings. Percent discount is presented as a percent off list price by market code. Additional discounts may be available based on the size and scope of the individual offerings. ii. Include an electronic copy of the catalog from which discount, or fixed price, is calculated. Electronic price lists must contain the following: (if applicable) • Manufacturer part #
• Offeror’s Part # (if different from manufacturer part #) • Description
• Manufacturers Suggested List Price and Net Price
• Net price to Region 4 ESC (including freight)
Media submitted for price list must include the Offerors’ company name, name of the solicitation, and date on a Flash Drive (i.e. Pin or Jump Drives).

Xerox complies per the Price Exhibit in Attachment B.
iii. Is pricing available for all products and services? The Xerox offer consists of highly discounted percent discounts from list pricing, as stated in the equipment Price Exhibit in Attachment B. Bulk-buy and promotional discounted pricing for all products and related services may be available at the transaction level, based on individual Customer requirements, the size/scope of the opportunity, competitive demands, etc. Xerox price offerings will include a range of monthly cost options including but not limited to 36- through 60-month services offerings including the ability to offer fixed commitment pricing as well as multi levels of flexibility options using the base equipment pricing as a platform for these offers. Xerox is offering our entire product line and is committed to refreshing technology offers at the same price or lower as new models are introduced over the course of the contract period and renewal options.

As part of our proposal, we have provided a discounted price list for the most common components of our product offerings such as equipment, software, services and solutions in a not-to-exceed model. All products and services provided by Xerox will be bundled into one monthly price for the OMNIA Partners member.

Following are the price lists for all products, services and solutions that Xerox is offering under the terms and conditions of this master agreement. We will amend this list as additional products and services become available. Please see Attachment B – Price Exhibit.

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 30 iv. Describe any shipping charges.

Equipment prices include standard delivery charges for all proposed equipment. Non-standard delivery or removal will be at the Customer’s expense. Examples of non-standard delivery charges include use of stair creepers, up-ending, or dissembling equipment to move through tight doorways or through narrow halls.
v. Provide pricing for warranties on all products and services.

Warranty pricing is available and can be customized based on the product offered and Customer requirements. The description and terms around warranties are addressed within Xerox Full Service/Cost Per copy maintenance agreements.
vi. Describe any return and restocking fees.

Xerox does not charge restocking or return fees.
vii. Describe any additional discounts or rebates available. Additional discounts or rebates may be offered for large quantity orders, single ship to location, growth, annual spend, guaranteed quantity, etc.

Xerox may provide additional discounts on bulk buy opportunities. Therefore, the pricing provided is the minimum discount and OMNIA Partners members will benefit from the opportunity of lower prices when they procure large individual transactions.
viii. Describe how customers verify they are receiving Contract pricing.

All orders and purchase orders under the Region 4 ESC contract will be processed through the Xerox centralized contracting system irrelevant of the distribution channel placing the order. All orders placed per the terms and conditions of this contract will be placed via the underlying pricing system, ensuring consistency and compliance to the awarded pricing and terms. ix. Describe payment methods offered.

All invoice payments under this Agreement shall be made via check, Automated Clearing House debit, Electronic Funds Transfer, or direct debit from Customer’s bank account. If the Customer wishes to use a credit/payment card for payment, the credit/payment card must be enrolled in Xerox’s auto-pay system, and Xerox will automatically charge the credit/payment one day after the date of each invoice. Restrictive covenants on payment instruments will not reduce Customer’s obligations. x. Propose the frequency of updates to the Offeror’s pricing structure. Describe any proposed indices to guide price adjustments. If offering a catalog contract with discounts by category, while changes in individual pricing may change, the category discounts should not change over the term of the Contract.

All payments are due within 31-days of the invoice date. Xerox will bill the end users, as per the contract terms, in arrears. Xerox will not invoice the Customer until Xerox has received a signed order or purchase order from the Customer, and the equipment has been delivered, installed, and is available for the Customer’s use. All invoice payments under this Agreement shall be made via check, Automated Clearing House debit, Electronic Funds Transfer, or direct debit from Customer’s bank account. If Customer wishes to use a credit/payment card for payment, the credit/payment card must be enrolled in Xerox’s auto-pay system, and Xerox will automatically charge the credit/payment one day after the date of each invoice.

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 31 xi. Describe how future product introductions will be priced and align with Contract pricing proposed.

Xerox will add new and/or replacement products at percent discounts consistent with current products in the pricing portfolio.
xii. Provide any additional information relevant to this section.

Xerox does not have any additional information to present.

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 32 Tab 3 – Performance Capability
a. OMNIA Partners documents
b) Performance Capability
i. Include a detailed response to Appendix D, Exhibit A, OMNIA Partners Response for National Cooperative Contract. Responses should highlight experience, demonstrate a strong national presence, describe how Offeror will educate its national sales force about the Contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to OMNIA Partners.

3.0. Supplier Response (Appendix D,
Exhibit A)

3.0 SUPPLIER RESPONSE
Supplier must supply the following information in order for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners, Public Sector.

3.1 Company
A. Brief history and description of Supplier.

History
The roots of Xerox Corporation go back over 100 years to our humble beginnings as the Haloid Company, established in 1906.

In that time, we pioneered and brought to market many of the technologies and solutions used by office workers every day.

From the first xerographic image made in 1938 to breakthroughs in home and business computing during the 1970’s and our influence and leadership in shaping the current Managed Print Services (MPS) offering; to delivering our “game changing” ConnectKey® Technology, which enables modern workers to leverage Xerox® Multifunction Devices (MFDs) to simplify the way work gets done in the office and on the go.

Xerox Today
With annual revenues of $9.8 billion we are a leading global provider of digital print technology and related solutions; we operate in a core market estimated at approximately $67 billion. Our primary “We are made to think. We take what is and turn it into what will be. We never stop innovating, reimagining, building and doing. And we never stop questioning. We make packaging that talks to you, printers that listen and software that intuitively personalizes and humanizes. Because Made to Think means, we’re not just thinking about the future, we’re making it”.

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 33 offerings span three main areas: Intelligent Workplace Services (formerly Managed Document Services (MDS)), Workplace Solutions and Production Solutions (formerly Graphic Communications). Our Intelligent Workplace Services offerings help customers, ranging from small businesses to global enterprises, optimize their printing and related document workflow and business processes. Xerox led the establishment of this expanding market and continues as the industry leader. Our Workplace Solutions and Production Solutions offerings support the work processes of our customers by providing them with solutions built upon our broad portfolio of industry-leading printing and workflow offerings. We also have digital solutions and software assets to compete in an approximately $31 billion adjacent Software and Services market. Our main offerings for this market are focused on: industry-specific Digital Solutions, Personalization & Communication Software and Content Management Software. Headquartered in Norwalk, Connecticut, with 32,400 employees, Xerox serves customers in approximately 160 countries providing advanced document technology, services, software and genuine Xerox supplies for a range of customers including small and mid-size businesses ("SMB"), large enterprises, governments and graphic communications providers, and for our partners who serve them.

To learn more, visit us on Xerox.com, Xerox Innovation History and Xerox Today.

Xerox Research and Innovation
We believe that a critical role of our research is to identify new competency areas with attractive addressable markets for the future. Our expertise in technology and printing also uniquely positions us to discover those areas and leverage our innovation to move into adjacencies beyond our current core technology. Accordingly, we have prioritized investments in four key areas: Digital Packaging and Print, AI Workflow Assistants for Knowledge Workers, 3D Printing / Digital Manufacturing, and Sensors and Services for the Internet of Things.

We also see opportunity in our core coming from our ability to deliver physical devices that connect with the digital world as well as purely digital offerings that improve our customers’ outcomes. As a result, we direct our research and development (R&D) investments to areas such as workflow automation, color printing and customized communication, as well as to improving the quality and reducing the environmental impact of digital printing. We invest in bringing new capabilities to the market such as our ConnectKey™ software to enable our devices to integrate into digital workflows, as well as in technologies to improve the security of our devices and offerings such as our recent market leading FedRAMP authorization for MPS services.

We will continue to invest in innovations to improve the reliability, IQ and cost of our printing devices, as well as in new services and software that improve our customers’ ability to manage their documentoriented workflows.

Xerox Values
Keeping connected to our core values helps us to execute our priorities and strategies and fulfil our mission of delivering excellence to our customers, our shareholders and each other. They are a part of our heritage and are a part of our future.

Since our inception, we have operated under the guidance of six core values:
• We succeed through satisfied customers.
• We deliver quality and excellence in all we do.
• We require premium return on assets.
• We use technology to develop market leadership.
• We value and empower employees.
• We behave responsibly as a corporate citizen.

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 34 B. Total number and location of sales persons employed by Supplier.

Xerox has a nationwide sales presence to support the needs of OMNIA Partner members. Xerox employs 2,733 sales resources located across the United States and covering virtually every metropolitan area. There are three primary sales organizations that cover public agencies nationally:

Xerox Direct Enterprise
• Under the leadership of regional Vice Presidents, Xerox has Sales Professionals across the United States focuses on Large State Government agencies.

Xerox Business Solutions (XBS)
• A wholly owned unit of Xerox Corporation, XBS is comprised of a nationwide network of companies (all wholly owned by Xerox) that provide Xerox Sales and Services throughout the US.

Authorized Xerox Sales Agencies
• Independent Sales Agents that exclusively represent Xerox.

A complete list of all U.S. Sales offices is provided in Attachment C.

C. Number and location of support centers (if applicable) and location of corporate office.

Support Centers
Customers enjoy unlimited access to the Xerox Welcome Center for technical issues, supplies or billing inquiries. The Welcome Center provides online support and phone access to our multi-lingual support team. You can contact the Xerox Welcome Center at 1-800-821-2797 (US only). For more assistance, please visit www.support.xerox.com.

Our Customer Business Center is another point of contact for customers to call for technical service/repair, make a payment, self-service options (receive copy of an invoice, account balance, address change form, contract date, status of supply order), billing, obtaining quotes, etc. Our Customer Care and Support team can be reached at 1-888-771-5225.

Corporate Office
Our registered corporate office address for company headquarters is: Xerox Corporation, 201 Merritt 7, Norwalk, Connecticut 06851.

D. Annual sales for the three previous fiscal years.
• 2016 Annual Gross Sales: $10,771 billion
• 2017 Annual Gross Sales: $10,265 billion
• 2018 Annual Gross Sales: $9,830 billion
E. Submit FEIN and Dunn & Bradstreet report.

FEIN
Xerox FEIN: 16-0468020.

Dunn & Bradstreet Report
Please see Attachment D for Xerox’s Dun and Bradstreet report. D&B Supplier Qualifier Report-Xerox.

F. Describe any green or environmental initiatives or policies.

Innovation for Sustainable Products and Services
From being the first to introduce power-down features to be the first OEM to introduce a global PrintReleaf program, we push the boundaries of what is possible. The industry has taken note. Xerox

Xerox Proposal to Region 4 ESC - Copiers and Printers, RFP #19-11 35 recently earned spots on Forbes’ JUST 100, Barron’s 100 Most Sustainable Companies, and CDP’s Climate Change Leaders List.

Since the 1990s, Xerox has focused on “Design for Sustainability” because we recognize that our products have environmental, social, and economic effects throughout their life cycle. Design for Sustainability consists of criteria for each phase of the corporation’s product design and delivery process.

Design teams are required to respond to each criterion before passing on to the next phase of the process. We developed the criteria based on global standards, market trends, and quantitative analysis.

Our requirements for minimizing toxic materials govern our product design and materials selection. We have reengineered or eliminated processes to dramatically reduce the use of toxic materials and heavy metals and have made substantial progress in eliminating the use of mercury. Mercury-containing lamps that scan images and backlight user displays are being phased-out as alternatives become available.

Design for Sustainability has become a way of business for Xerox and extends far beyond adhering to processes. Here are a few ways we are engineering solutions that are making a more sustainable world:

Driving a Paperless Environment with Intelligent Workplace Services A Fortune 100 company tapped Xerox to manage its worldwide print infrastructure to support its “paperless” initiative. With our Intelligent Workplace Services, a new offering that transcends Managed Print Services, we are pairing digital alternatives, print authentication, and analytics along with gamification techniques to help them change their company’s print behaviors to reduce their reliance on paper as well as helping them reduce their impact on the environment.

Reforesting World’s Most Treasured Ecosystems
For clients leveraging Intelligent Workplace Services, we provide them with an opportunity to opt in to our PrintReleaf partnership, which is akin to a carbon-offset program. We leverage paper usage reporting that equates the number of trees needed to reforest that usage on an equivalent basis in geographic areas of need. Xerox helps customers select the managed forestry projects where their trees will be planted in addition to tracking and reporting on their direct reforestation impact.

Since launching this program in 2018, Xerox and our clients have reforested more than one hundred thousand trees across the world, from the Amazon to Madagascar, offsetting more than one billion pages.

With one tree absorbing more than one ton of carbon dioxide in its lifetime, this program thus far will offset nearly two hundred million pounds of carbon dioxide.

Pioneering IoT Sensors to Advance the World’s Infrastructure Sensors designed for the Internet of Things (IoT) have potential to transform the world, enabling real-time visibility and optimization of physical systems. PARC, Xerox’s research and development company, is pioneering ways IoT sensors can help us build a better working world. These sensors can allow companies to monitor assets and determine maintenance needs, reducing the need for costly physical site inspections. We are currently piloting this technology with such companies as Con Edison in Queens, New York, and with VicTrack, owner of the Victorian Government’s rail transport land in Australia. With infrastructure deteriorating across significant regions of the world, PARC is looking at ways to scale this technology and use it on other critical assets.
100% of New 2018 Products Earned ENERGY STAR Status
In 2018, 100 percent of all our new eligible product introductions achieved ENERGY STAR. This continued success in cutting the power consumption of our laser-based printing products was achieved by adjustments in the fuser design, changes to the properties of the toner, and more efficient electronic controls and performance of the xerographic system.

The ENERGY STAR program introduces progressively more stringent requirements over time. Xerox and other industry members worked together in conjunction with the EPA to develop the latest set of criteria.

The most recent revision of the ENERGY STAR Imaging Equipment 3.0 criteria becomes effective October 11, 2019. While the standard is challenging to meet, our goal remains to have 100 percent of our newly eligible products achieve this label. In addition, many existing products were redesigned to be more