Escondido City Council
April 19, 2023

CITY of ESCONDIDO
Council Meeting Agenda
WEDNESDAY, APRIL 19, 2023
4:00 PM - Closed Session (Cancelled)
5:00 PM - Regular Session
Escondido City Council Chambers, 201 North Broadway, Escondido, CA 92025

WELCOME TO YOUR CITY COUNCIL MEETING
We welcome your interest and involvement in the legislative process of Escondido. This agenda includes information about topics coming before the City Council and the action recommended by City staff.

MAYOR
Dane White

DEPUTY MAYOR
Joe Garcia (District 2)

COUNCILMEMBERS
Consuelo Martinez (District 1)
Christian Garcia (District 3)
Michael Morasco (Disctrict 4)

CITY MANAGER
Sean McGlynn

CITY ATTORNEY
Michael McGuinness

CITY CLERK
Zack Beck

HOW TO WATCH
The City of Escondido provides three ways to watch a City Council meeting:

In Person On TV Online
201 N. Broadway Cox Cable Channel 19 and U-verse Channel 99 www.escondido.org 1 Wednesday, April 19, 2023

HOW TO PARTICIPATE
The City of Escondido provides two ways to communicate with the City Council during a meeting:

In Person In Writing
Fill out Speaker Slip and Submit to City Clerk https://escondido-ca.municodemeetings.com

ASSISTANCE PROVIDED
If you need special assistance to participate in this meeting, please contact our ADA Coordinator at 760-839-4869.

Notification 48 hours prior to the meeting will enable to city to make reasonable arrangements to ensure accessibility. Listening devices are available for the hearing impaired – please see the City Clerk. 2 Wednesday, April 19, 2023

REGULAR SESSION
5:00 PM Regular Session

MOMENT OF REFLECTION
City Council agendas allow an opportunity for a moment of silence and reflection at the beginning of the evening meeting. The City does not participate in the selection of speakers for this portion of the agenda, and does not endorse or sanction any remar ks made by individuals during this time. If you wish to be recognized during this portion of the agenda, please notify the City Clerk in advance.

FLAG SALUTE
The City Council conducts the Pledge of Allegiance at the beginning of every City Council meeting.

CALL TO ORDER
Roll Call: C. Garcia, J. Garcia, Martinez, Morasco, White

PROCLAMATIONS
National Volunteer Week, April 16-22, 2023

PRESENTATIONS
Volunteer Escondido
Council Awards

ORAL COMMUNICATIONS
In addition to speaking during particular agenda items, the public may address the Council on any item which is not on the agenda provided the item is within the subject matter jurisdiction of the City Council. State law prohibits the Council from discussing or taking action on such items, but the matter may be referred to the City Manager/staff or scheduled on a subsequent agenda. Speakers are limited to only one opportunity to address the Council under Oral Communications.

CONSENT CALENDAR
Items on the Consent Calendar are not discussed individually and are approved in a single motion. However, Council members always have the option to have an item considered separately, either on their own request or at the request of staff or a member of the public.
3 Wednesday, April 19, 2023

1. AFFIDAVITS OF PUBLICATION, MAILING, AND POSTING (COUNCIL/RRB) -

2. APPROVAL OF WARRANT REGISTER (COUNCIL) -
Request the City Council approve the City Council and Housing Successor Agency warrant numbers:
 372385 – 372533 dated April 5, 2023.

Staff Recommendation: Approval (Finance Department: Christina Holmes)

3. APPROVAL OF MINUTES: None

4. WAIVER OF READING OF ORDINANCES AND RESOLUTIONS –

5. AWARD CONSULTING AGREEMENT TO HOCH CONSULTING FOR PROJECT MANAGEMENT AND

ENGINEERING SERVICES FOR CAPITAL IMPROVEMENT PROGRAM PROJECTS Request the City Council adopt Resolution No. 2023-46, authorizing the Mayor, on behalf of the City, to execute a consulting services agreement with Hoch Consulting for project management and engineering services in the amount of $300,000 to be billed hourly over the course of one year.

Staff Recommendation: Approval (Development Services Department: Andrew Firestine, Director of Development Services and Julie Procopio, City Engineer) Presenter: Jonathan Schauble, Principal Engineer
a) Resolution No. 2023-46

6. ESCONDIDO CITY EMPLOYEES ASSOCIATION (ECEA): DECERTIFICATION AND RECOGNITION Request the City Council adopt Resolution No. 2023-48, to address the change in recognized employee organizations from the Escondido City Employees Association (“ECEA”) – Administrative/Clerical/Engineering (“ACE”) Bargaining Unit, to Teamsters Local 911 (“Teamsters”) Administrative, Clerical, Engineering Bargaining Unit or the Escondido Police Officers’ Association (“EPOA”) Non-Sworn Bargaining Unit for designated classifications.

Staff Recommendation: Approval (Human Resources Department: Jessica Perpetua, Director of Human Resources)
Presenter: Jessica Perpetua
a) Resolution No. 2023-48
4 Wednesday, April 19, 2023

7. ENTERPRISE RESOURCE PLANNING SYSTEM PURCHASE
Request the City Council adopt Resolution No. 2023-49, authorizing the Chief Information Officer to execute, on behalf of the City of Escondido (City), a main subscription agreement with Workday, Inc. for an Enterprise Resource Planning SaaS solution.

Staff Recommendation: Approval (Information Systems Department: Rob Van De Hey, Chief of Information Systems)
Presenter: Rob Van De Hey
a) Resolution No. 2023-49

8. DECLARATION OF VACANCY – PLANNING COMMISSION
Request the City Council declare a vacancy on the Planning Commission, per Sec. 2-26 of the Escondido Municipal Code.

Staff Recommendation: None (City Clerk’s Office: Zack Beck, City Clerk) Presenter: Zack Beck

PUBLIC HEARINGS

9. WEST COAST ARBORISTS PROJECT – MASTER PLAN AMENDMENT, PRECISE DEVELOPMENT PLAN AND

CONDITIONAL USE PERMIT FOR CONTRACTOR SERVICES OFFICE AND OUTDOOR EQUIPMENT STORAGE - PL22-0512
Request the City Council conduct a public hearing on the development proposal and take action on the recommendations of City staff and the Planning Commission, which recommends that the City Council:
1) Introduce Ordinance No. 2023-08 for Master Plan Amendment and Precise Development Plan, and for the adoption of a Notice of Exemption pursuant to the California Environmental Quality Act Guidelines; 2) Adopt Resolution No. 2023-44 approving a Conditional Use Permit.

Staff Recommendation: Approval (Development Services Department: Andrew Firestine, Director of Development Services)
Presenter: Jay Paul, Senior Planner
a) Ordinance No. 2023- 08 (First Reading and Introduction) b) Resolution No. 2023-44
5 Wednesday, April 19, 2023

10. CONTINUED - REVIEW AND AFFIRM COMMUNITY DEVELOPMENT BLOCK GRANT (“CDBG”), HOME INVESTMENT PARTNERSHIP PROGRAM (“HOME”) AND EMERGENCY SOLUTIONS GRANTS (“ESG”) PRIORITIES IN THE 2020-2024 CONSOLIDATED PLAN AND MAKE A SUBSTANTIAL AMENDMENT TO THE 2020 AND 2021 ANNUAL ACTION PLANS
Request the City Council provide direct ion on the funding priorities for CDBG and HOME activities for FY 2023-24 and adopt Resolution No. 2023-37, approving the substantial amendment to the 2020 and 2021 Annual Action Plans.

Staff Recommendation: Approval (Development Services Department: Andrew Firestine, Director of Development Services)
Presenter: Holly Nelson, LCSW, Housing and Neighborhood Services Manager a) Resolution No. 2023-37

11. SUBSTANTIAL AMENDMENT TO THE 2020-2024 CONSOLIDATED PLAN AND 2022 ANNUAL ACTION PLAN TO PURCHASE TWO MONARCH FIRE ENGINES FROM SUTPHEN FIRE EQUIPMENT, INC. (“SUTPHEN”)
Request the City Council make a Substantial Amendment to the 2020-2024 Consolidated Plan to add a new public safety goal to the Community Development Block Grant (“CDBG”) Program; request the City Council adopt Resolution No. 2023-50, authorizing payment of $526,316.81 of unallocated CDBG funds from the 2020, 2021, and 2022 Annual Action Plans for a 25% deposit to Sutphen for two Monarch Fire Engines; and request the City Council adopt Resolution No. 2023-07, authorizing the Fleet Services Division to purchase two Monarch Fire Engines from Sutphen in the amount of $2,073,688.23, through a cooperative purchase contract with Sourcewell. The new contract is 113021-SUT. The cooperative purchase price through Sourcewell includes all taxes, delivery, operator and mechanic training, apparatus inspections in Dublin, Ohio, and all associated fees Staff Recommendation: Approval (Development Services; Andrew Firestine, Director of Development Services and Public Works: Joseph Goulart, Director of Public Works) Presenters: Holly Nelson, John Tenger, and Joseph Goulart a) Resolution No. 2023-50
b) Resolution No. 2023-07
6 Wednesday, April 19, 2023

12. APPROVAL OF THE ESCONDIDO POLICE DEPARTMENT MILITARY EQUIPMENT REPORT AND RENEWAL OF ORDINANCE 2022-07
Request the City Council renew Ordinance No. 2022-07 and approve the Escondido Police Department Annual Military Equipment Report in accordance with state law requirements as set forth in Assembly Bill No. 481 (“AB 481”).

Staff Recommendation: Approval (Police Department: Edward Varso, Chief of Police) Presenters: Edward Varso, Chief of Police; Kevin Toth, Police Captain; Lisa Rodelo, Deputy Director of Police Support Services
a) Ordinance No. 2022-07

CURRENT BUSINESS

13. REQUEST FOR AUTHORIZATION TO PROCESS A GENERAL PLAN AMENDMENT OF A COMMERCIAL PROPERTY ADDRESSED AT 240 S. HICKORY STREET (PL23-0128) Request the City Council authorize City staff to accept and process an application for an amendment to the General Plan land-use designation from Office (O) to Urban V (U5) with a density of up to 30 dwelling units per acre (du/ac).

Staff Recommendation: Approval (Development Services Department: Andrew Firestine, Director of Development Services)
Presenter: Jay Paul, Senior Planner

14. BOARD AND COMMISSION MAKE-UP INTERVIEWS
Request the City Council conduct make-up interviews of applicants to fill vacancies on the City's Boards and Commissions.

Staff Recommendation: None (City Clerk’s Office: Zack Beck) Presenter: Zack Beck

FUTURE AGENDA

15. FUTURE AGENDA
The purpose of this item is to identify issues presently known to staff or which members of the City Council wish to place on an upcoming City Council agenda. Council comment on these future agenda items is limited by California Government Code Section 54954.2 to clarifying questions, brief announcements, or requests for factual information in connection with an item when it is discussed.

Staff Recommendation: None (City Clerk's Office: Zack Beck) 7 Wednesday, April 19, 2023

COUNCILMEMBERS SUBCOMMITTEE REPORTS AND OTHER REPORTS
CITY MANAGER’S WEEKLY ACTIVITY REPORT
The most current information from the City Manager regarding Economic Development, Capital Improvement Projects, Public Safety, and Community Development. This report is also available on the City’s website, www.escondido.org.

ORAL COMMUNICATIONS
In addition to speaking during particular agenda items, the public may address the Council on any item which is not on the agenda provided the item is within the subject matter jurisdiction of the City Council. State law prohibits the Council from discussing or taking action on such items, but the matter may be referred to the City Manager/staff or scheduled on a subsequent agenda. Speakers are limited to only one opportunity to address the Council under Oral Communications.

ADJOURNMENT

SUCCESSOR AGENCY
Members of the Escondido City Council also sit as the Successor Agency to the Community Development Commission, Escondido Joint Powers Financing Authority, and the Mobilehome Rent Review Board.

UPCOMING MEETING SCHEDULE
Wednesday, May 10, 2023 4:00 & 5:00 PM Regular Meeting, Council Chambers Wednesday, May 17, 2023 4:00 & 5:00 PM Regular Meeting, Council Chambers 8 Consent Item No. 1 April 19, 2023

A F F I D A V I T S

OF

I T E M

P O S T I N G –

9 Item1.

STAFF REPORT

April 19, 2023
File Number 0400-40

SUBJECT

APPROVAL OF WARRANT REGISTER (COUNCIL)

DEPARTMENT
Finance

RECOMMENDATION
Request approval for City Council and Housing Successor Agency warrant numbers 372385 – 372533 dated April 5, 2023.

Staff Recommendation: Approval (Finance Department: Christina Holmes)

FISCAL ANALYSIS
The total amount of the warrants for the period of March 30 – April 5, 2023, is $820,611.94.

BACKGROUND

The Escondido Municipal Code Section 10-49 states that warrants or checks may be issued and paid prior to audit by the City Council, provided the warrants or checks are certified and approved by the Director of Finance as conforming to the current budget. These warrants or checks must then be ratified and approved by the City Council at the next regular Council meeting.

10 Item2.

Consent Item No. 3 April 19, 2023

A P P R O V A L

O F

M I N U T E S

11 Item3.
12 Item4.

STAFF REPORT

April 19, 2023
File Number 0600-10; A-3451

SUBJECT

AWARD CONSULTING AGREEMENT TO HOCH CONSULTING FOR PROJECT MANAGEMENT A ND

ENGINEERING SERVICES FOR CAPITAL IMPROVEMENT PROGRAM PROJECTS

DEPARTMENT
Development Services, Engineering Division

RECOMMENDATION
Request that the City Council adopt Resolution No. 2023-46, authorizing the Mayor, on behalf of the City, to execute a consulting services agreement with Hoch Consulting for project management and engineering services in the amount of $300,000 to be billed hourly over the course of one year.

Staff Recommendation: Approval (Andrew Firestine, Development Services Director and Julie Procopio, City Engineer)
Presenter: Development Services, Jonathan Schauble

FISCAL ANALYSIS
The cost associated with this consulting agreement will be fully paid from the Capital Improvement Program project accounts and will have no impact on the General Fund. The consulting serv ices agreement with Hoch Consulting for project management and engineering services will be in the amount of $300,000, which will be billed hourly over the course of one year , to multiple capital improvement projects.

PREVIOUS ACTION
On September 29, 2021, the City Council adopted Resolution No. 2021 -146 accepting American Rescue Plan Act recovery funds and authorizing the funding of a number of programs and projects.

On June 8, 2022, the City Council adopted Resolution 2022-78 which adopted the Capital I mprovement Program and Budget Document which included approximately $106 million to fund infrastructure projects over the next five years.

13 Item5.

BACKGROUND
Over the past five years, over $22-million in Active Transportation, Highway Safety Improvement, Smart Growth Incentive, and State and Federal grant funding has been secured to enable completion o f eight additional major capital improvement projects. At the same time, Engineering Services is experiencing a 23% vacancy rate largely fueled by private sector and utility district competition. The combination of additional capital projects and recruitment and retention difficulties has resulted in a volume of capital projects that exceeds the capacity of staff to deliver them. The result is that some project schedules have been delayed making meeting grant-funding requirements more challenging and project delivery less efficient. This contract proposes to expand the capacity to deliver capital projects through hir ing of an engineering consultant project manager.

A request for qualifications for project management and construction management services was posted and n ine statements of qualifications were received on February 10, 2023 . S taff from Development Services evaluated the consultants based on a pre -determined scoring rubric which included qualifications, experience, availability, and hourly rate . The range of hourly rates were from $155/hour to $255/hour for project manager level services. Candidates from the two highest -rated firms were interviewed, and ultimately, Hoch Consulting was selected. Hoch provided a highly-experienced project manager and engineer with full-time availability at a billing rate of $155/ hour.

Staff recommends approval of Resolution No. 2023 -46 authorizing a consulting agreement that would allow the Engineering Division to add one full time experienced project manager and professional engineer that would be assigned to manage multiple Capital Projects through the planning, design, and construction phases. Staff further recommends that the City Manager be authorized to execute extension of the Agreement for up to three one-year optional extension periods.

RESOLUTIONS
a. Resolution No. 2023-46
b. Resolution No. 2023-46 Exhibit “A”

14 Item5.

RESOLUTION NO. 2023-46

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

ESCONDIDO, CALIFORNIA, AUTHORIZING THE MAYOR TO

EXECUTE, ON BEHALF OF THE CITY, A CONSULTING

AGREEMENT WITH HOCH CONSULTING FOR PROJECT

MANAGEMENT AND ENGINEERING SERVICES

WHEREAS, the City Council has allocated fund ing in the adopted Capital Improvement Program (“CIP”) budget for various infrastructure projects; and WHEREAS, additional project management and engineering services are necessary to execute the City’s CIP projects in a timely manner; and
WHEREAS, it is in the City’s best interest to execute a consulting agreement with Hoch Consulting for project management and engineering services.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Escondido, California, as follows:

1. That the above recitations are true.

2. That the Mayor is authorized to execute, on behalf of the City, a Consulting Agreement with Hoch Consulting, which is attached and incorporated to this Resolution as Exhibit “A”, and subject to final approval as to form by the City Attorney.

3. That the City Manager is authorized to approve amendments to this contract for up to three one-year options to extend the initial term.

15 Item5.

Consulting Agreement (v1) - 1 - CAO: 11/10/2022

CITY OF ESCONDIDO

CONSULTING AGREEMENT
This Consulting A greement (“Agreement”) is made and entered into as of this _____ day of _______________, 2023 (“Effective Date”),
Bet
ween: CITY OF ESCONDIDO
a California municipal corporation
201 N. Broadway
Escondido, CA 92025
Attn: Jonathan Schauble
760-839-4072
("CITY")
And: H
och Consulting, APC
a California corporation
804 Pier View Way, Suite 100
Oceanside, CA 92054
Attn: Adam Hoch
858-431-9767
("CONSULTANT").
(T
he CITY and CONSULTANT each may be referred to herein as a “Party” and collectively as the “Parties.”)
WHEREAS, the CITY has determined that it is in the CITY’s best interest to retain the professional services of a consultant to provide project management and engineering services for Capital Improvement Program projects;
WHEREAS, CONSULTANT is considered competent to perform the necessary professional services for the CITY; and
WHEREAS, the CITY and CON SULTANT desire to enter into this Agreement for the per - formance of the Services described herein.

NOW, THEREFORE, in consideration of the mutual covenants, promises, terms, and conditions set forth herein, and the mutual benefits derived therefrom, the Parties hereby agree as follows:

1. Description of Services. CONSULTANT shall furnish all of the Services described in the Scope of Work, which is attached to this Agreement as Attachment “A” and incorporated herein by this reference (“Services”).

Resolution No. 2023-46
Exhibit "A"

16 Item5.

Consulting Agreement (v1) - 2 - CAO: 11/10/2022

2. Compensation. In exchange for CONSULTANT’s completion of the Services, the CITY shall pay, and CONSULTANT shall accept in full, an amount not to exceed the sum of $300,000.

CONSULTANT shall be compensated only for performance of the Services described in this Agreement. No compensation shall be provided for any other work or services without the CITY’s prior written consent.

3. Performance . CON SULTANT shall faithfully perform the Services in a proficient manner, to the satisfaction of the CITY, and in accord with the terms of this Agreement . CONSULTANT shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all reports and other information furnished by CONSULTANT pursuant to this Agreement , except that CONSULTANT shall not be responsible for the accuracy of information supplied by the CITY.

4. Personnel . The performance of the Services by certain professionals is significant to the CITY. As such, CONSULTANT shall only assign the persons listed on Attachment “B”, attached to this Agreement and incorporated herein by this reference (“Personnel List”), to perform the Services.

CONSULTANT shall not add or remove persons from the Personnel List without the City’s prior written consent. If CONSULTANT has not designated a person to perform a component of the Services, CONSULTANT shall not assign such component of the Services to a person without obtaining the City’s prior written consent. CONSULTANT shall not subcontract any component of the Services without obtaining the City’s prior written consent. a. Eac
h individual listed on Attachment “B” must file (i) a Statement of Economic Interests Form 700 (“Form 700”) pursuant to the California Political Reform Act of 1974 within 30 days of commencing work pursuant to this Agreement and (ii) a “leaving office” Form 700 within 30 days of concluding work pursuant to this Agreement. If the term of this Agreement extends beyond one year, each individual listed on Attachment “B” must file a Form 700 on an annual basis for each subsequent term year on or before the first of April. The CITY may require each individual listed on Attachment “B” to assist the CITY in completing a Form 805 to identify consultants that make or participate in making governmental decisions and identify the consultants’ disclosure requirements. The Clerk’s Office will coordinate Form 700 and 805 completion on the CITY’s behalf.

5. Termination . The Parties may mutually terminate this Agreement through a writing signed by both Parties. The CITY may terminate this Agreement for any reason upon providing CONSULTANT with 10 days’ advance written notice. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of any notice of termination. If the CITY terminates this Agreement due to no fault or failure of performance by CONSULTANT, then CONSULTANT shall be compensated based on the work satisfactorily performed at the tim e of such termination. In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the Services.

6. City Property. All original documents, drawings, electronic media, and other materials prepared by CONSULTANT pursuant to this Agreement immediately become the exclusive property of the CITY, and shall not be used by CON SULTANT for any other purpose without the CITY’s p rior written consent.

7. Insurance Requirements.
a. CONSULTANT shall pro cure and maintain, at its own cost, during the entire term of this Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the Services, and the results of such work, by CONSULTANT, its agents, representatives, employees, or subcontractors. Insurance coverage shall be at least as broad as the following:

Resolution No. 2023-46
Exhibit "A"

17 Item5.

Consulting Agreement (v1) - 3 - CAO: 11/10/2022
(1) Commercial General Liability. Insurance Services Office (“ISO”) Form CG 00 01 covering Commercial General Liability on an “occurrence” basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury, with limits no less than $2,000,000 per occurrence and $4,000,000 general aggregate. (2) Automobile Liability. ISO Form CA 00 01 covering any auto (Code 1), or if CONSULTANT has no owned autos, hired (Code 8) and non -owned autos (Code 9), with limits no less than $1,000,000 per accident for bodily injury and property damage, unless waived by the CITY and approved in writing by the CITY’s Risk and Safety Division. (3) Workers’ Compensation. Worker’s Compensation as requi red by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease.
(4) Professional Liability (Errors and Omissions) . Professional Liability (Errors and Omissions) appropriate to CONSULTANT’s profession, with limits no less than $2,000,000 per occurrence or claim and $2,000,000 aggregate.
(5) If CONSULTANT maintains broader coverage and/or higher limits than the minimums otherwise required by this Agreement, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by CONSULTANT. b. Each insurance policy required by this Agreement must be acceptable to the City Attorney and shall meet the following requirements:
(1) Acceptability of Insurers. Insurance coverage must be provided by an insurer authorized to conduct business in the state of California with a current A.M. Best’s rating of no less than A-: FSC VII, or as approved by the CITY.
(2) Additional Insured Status . Both the Commercial General Liability and the Automobile Liability policies must name the CITY (including its officials, officers, agents, employees, and volunteers) specifically as an additional insured under the policy on a separate endorsement page. The Commercial General Liability additional insured endorsement shall be at least as broad as ISO Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38, and CG 20 37 if a later edition is used. The Automobile Liability endorsement shall be at least as broad as ISO Form CA 20 01.
(3) Primary Coverage. CONSULTANT’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the CITY, its officials, officers, agents, employees, and volunteers. Any insurance or self -insurance maintained by the CITY, its officials, officers, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it. (4) Notice of Cancellation. Each insurance policy shall provide that coverage shall not be canceled, except with prior written notice to the CITY. (5) Subcontractors. If applicable, CONSULTANT shall require and verify that all subcontractors maintain insurance meeting all the requirements stated within this Agreement, and CONSULTANT shall ensure that the CITY (including its officials, officers, agents, employees, and volunteers) is an additional insured on any insurance required from a subcontractor.
(6) Waiver of Subrogation. CONSULTANT hereby grants to the CITY a waiver of any right to subrogation that any insurer of CONSULTANT may acquire against the CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this subsection shall apply regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer. Any Workers’ Compensation policy required Resolution No. 2023-46
Exhibit "A"

18 Item5.

Consulting Agreement (v1) - 4 - CAO: 11/10/2022
by this Agreement shall be endorsed with a waiver of subrogation in favor of the CITY for all work performed by the CONSULTANT, its agents, representatives, employees, and subcontractors.
(7) Self-Insurance. CONSULTANT may, with the CITY’s prior written consent, fulfill some or all of the insurance requirements contained in this Agreement under a plan of self - insurance. CONSULTANT shall only be permitted to utilize such self -insurance if, in the opinion of the CITY, CONSULTANT’s (i) net worth and (ii) reserves for payment of claims of liability against CONSULTANT are sufficient to adequately compensate for the lack of other insurance coverage required by this Agreement. CONSULTANT’s utilization of self- insurance shall not in any way limit the liabilities assumed by CONSULTANT pursuant to this Agreement.
(8) Self-Insured Retentions. Self-insured retentions must be declared to and approved by the CITY.
c. Verification of Coverage. At the time CONSULTANT executes this Agreement, CONSULTANT shall provide the CITY with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting the insurance coverage required by this Agreement), which shall meet all requirements under this Agreement. The CITY reserves the right to require complete, certified copies of all required insurance pol icies, including endorsements required by this Agreement, at any time. d. Special Risks or Circumstances. The CITY reserves the right , at any point during the term of this Agreement, to modify the insurance requirements in this Agreement, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. e. No Limitation of Obligations. The insurance requirements in this Agreement, including the types and limits of insurance coverage CONSULTANT must maintain, and any approval of such insurance by the CITY, are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including but not limited to any provisions in this Agreement concerning indemnification. f. Failure to comply with any of the insurance requirements in this Agreement, including, but not limited to, a lapse in any required insurance coverage during the term of this Agreement, shall be a material breach of this Agreement. In the event that CONSULTANT fails to comply with any such insurance requirements in this Agreement, in addition to any other remedies the CITY may have, the CITY may, at its sole option, (i) immediately terminate this Agreement; or (ii) order CONSULTANT to stop work under this Agreement and/or withhold any payment that becomes due to CONSULTANT until CONSULTANT demonstrates compliance with the insurance requirements in this Agreement.

8. Indemnification, Duty to Defend, and Hold Harmless.
a. CONSULTANT (including CONSULTANT’s agents, employees, and subcontractors, if any) shall indemnify, defend, and hold harmless the CITY, its officials, officers, agents, employees, and volunteers from and against any and all claims, demands, actions, causes of action, proceedings (including but not limited to legal and administrative proceedings of any kind), suits, fines, penalties, judgments, orders, levies, costs, expenses, liabilities, losses, damages, or injuries, in law or equity, including without limitation the payment of all consequential damages and attorney’s fees and other related litigation costs and expenses (collectively, “Claims”), of every nature caused by, arising out of, or in connection with CONSULTANT’s performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except where caused by the active negligence, sole negligence, or willful misconduct of the CITY, and only to the extent such Claims arise out of, pertain to, or relate to the negligence, recklessness, Resolution No. 2023-46
Exhibit "A"

19 Item5.

Consulting Agreement (v1) - 5 - CAO: 11/10/2022
or willful misconduct of CONSULTANT. Further, in no event shall the cost to defend charged to the CONSULTANT exceed the CONSULTANT’s proportionate percentage of fault. b. CONSULTANT (including CONSULTANT’s agents, employees, and subcontractors, if any) shall indemnify, defend, and hold harmless the CITY, its officials, officers, agents, employees, and volunteers from and against any and all Claims caused by, arising under, or resulting from any violation, or claim of violation, of the San Diego Municipal Storm Water Permit (Order No. R9 - 2013-0001, as amended) of the California Regional Water Quality Control Board, Region 9, San Diego, that the CITY might suffer, incur, or become subject to by reason of, or occurring as a result of, or allegedly caused by, any work performed pursuant to this Agreement. c. All terms and provisions within this Section 8 shall survive the termination of this Agreement.

9. Anti-Assignment Clause. Because the CITY has relied on the particular skills of CONSULTANT in entering into this Agreement, CONSULTANT shall not assign, delegate, subcontract, or otherwise transfer any duty or right under this Agreement, including as to any portion of the Services, without the CITY’s prior written consent. Any purported assignment , delegation, subcontract, or other transfer made without the CITY’s consent shall be void and ineffective. Unless CONSULTANT assigns this entire Agreement, including all rights and duties herein, to a third party with the CITY’s prior written consent, CONSULTANT shall be the sole payee under this Agreement. Any and all payments made pursuant to the terms of this Agreement are otherwise not assignable.

10. Attorney's Fees and Costs. In any action to enforce the terms and conditions of this Agreement, the prevailing Party shall be entitled to reasonable attorney’s fees and costs.

11. Independent Contractor . CONSULTANT is an independent contractor , and no agency or employment relationship is created by the execution of this Agreement.

12. Amendment. This Agreement shall not be amended except in a writing signed by the CITY and CONSULTANT.

13. Merger Clause. This Agreement, together with its attachments or other documents described or incorporated herein, if any, constitutes the entire agreement and unde rstanding of the CITY and CONSULTANT concerning the subject of this A greement and supersedes and replaces all prior negotiations, understandings, or proposed agreements, written or oral, except as otherwise provided herein. In the event of any conflict between the provisions of this Agreement and any of its attachments or related documents, if any, the provisions of this Agreement shall prevail.

14. Anti-Waiver Clause. None of the provisions of this Agreement shall be waived by the CITY because of previous failure to insist upon strict performance, nor shall any provision be waived because any other provision has been waived by the CITY, in whole or in part.

15. Severability. This Agreement shall be performed and shall be enforceable to the full extent allowed by applicable law, and the illegality, invalidity, waiver, or unenforceability of any provision of this Agreement shall not affect the legality, validity, applicability, or enforceability of the remaining provisions of this Agreement.

16. Governing Law. This Agreement and all rights and obligations arising out of it shall be construed in accordance with the laws of the State of California. Venue for any action arising from this Agreement shall be conducted only in the state or federal courts of San Diego County, California.

17. Counterparts. This Agreement may be executed on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by electronic means, including an attachment to Resolution No. 2023-46
Exhibit "A"

20 Item5.

Consulting Agreement (v1) - 6 - CAO: 11/10/2022
an email, shall be effective as delivery of an executed original. The Agreement on file with the City is the copy of the Agreement that shall take precedence if any differences exist between or among copies or counterparts of the Agreement.

18. Provisions Cumulative. The foregoing provisions are cumulative to, in addition to , and not in limitation of any other rights or remedies available to the CITY.

19. Notice. Any statements, communications , or notices to be provided pursuant to this Agreement shall be sent to the attention of the persons indicated herein, and the CITY and CONSULTANT shall promptly provide the other Party with notice of any changes to such contact information.

20. Business License. CONSULTANT shall obtain a City of Escondido Business License prior to execution of this Agreement and shall maintain such Business License throughout the term of this Agreement.

21. Compliance with Laws , Permits, and Licenses. CONSULTANT shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances , regulations, rules, and other legal requirements in effect during the term of this Agreement. CONSULTANT shall obtain any and all per mits, licenses, and other authorizations necessary to perform the S ervices.

Neither the CITY, nor any elected or appointed boards, officers, officials, employees, or agents of the CITY, shall be liable, at law or in equity, as a result of any failure of CON SULTANT to comply with this section.

22. Prevailing Wages . If applicable, pursuant to California Labor Code section 1770 et seq. , CONSULTANT agrees that a prevailing rate and scale of wages, in accordance with applicable laws, shall be paid in performing this Agreement. CONSULTANT shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations, rules, and other legal requirements pertaining to the payment of prevailing wages. The prevailing rate and scale to be paid shall be the same as the applicable “ General Prevailing Wage Determination” approved by the Department of Industrial Relations as of the Effective Date of this Agreement, which are available online at http://www.dir.ca.gov/oprl/dprewagedetermination.htm and incorporated into this Agreement by this reference . Neither the CITY, nor any elected or appointed boards, officers, officials, employees, or agents of the CITY, shall be liable, at law or in equity, as a result of any failure of CONSULTANT to comply with this section.

23. Department of Industrial Relations Compliance. This public project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. CONSULTANT shall post all job site notices required by regulation. CONSULTANT, as well as any subcontractors, shall be registered pursuant to California Labor Code section 1725.5 to be qualified to bid on, be listed in a bid proposal (subject to the requirements of Public Contract Code section 4104), or engage in the performance of any public works contract subject to the requirements of Division 2, Part 7, Chapter 1 of the California Labor Code. Neither the CITY, nor any elected or appointed boards, officers, officials, employees, or agents of the CITY, shall be liable, at law or in equity, as a result of any failure of CONSULTANT to comply with this section.

24. Immigration Reform and Control Act of 1986. CONSULTANT shall keep itself informed of and shall comply with the Immigration Reform and Control Act of 1986 (“IRCA”). CONSULTANT represents and warrants that all of its employees and the employees of any subcontractor retained by CONSULTANT who perform any of the Services under this Agreement, are and will be authorized to perform the Services in full compliance with the IRCA. CONSULTANT affirms that as a licensed contractor and employer in the State of California, all new employees must produce proof of eligibility to work in the United States within the first three days of employment and that only employees legally eligible to work in the United States will perform the Services. CON SULTANT Resolution No. 2023-46
Exhibit "A"

21 Item5.

Consulting Agreement (v1) - 7 - CAO: 11/10/2022
agrees to comply with the IRCA before commencing any Services, and continuously throughout the performance of the Services and the term of this Agreement.

Effective Date . Unless a different date is provided in this Agreement, the effective date of this Agreement shall be the latest date of execution set forth by the names of the signatories below.

IN WITNESS WHEREOF, this Agreement is executed by the Parties or their duly authorized representatives as of the Effective Date:

CITY OF ESCONDIDO

Date: __________________ ___________________________________ Dane White, Mayor

Hoch Consulting, APC

Date: __________________ ___________________________________ Signature

___________________________________
Name & Title (please print)

A
PPROVED AS TO FORM:

OFFICE OF THE CITY ATTORNEY
MICHAEL R. MCGUINNESS, CITY ATTORNEY

B
Y: __________________________

THE CITY OF ESCONDIDO DOES NOT DISCRIMINATE AGAINST QUALIFIED PERSONS WITH DISABILITIES.

Resolution No. 2023-46
Exhibit "A"

22 Item5.

Consulting Agreement (v1) - 8 - CAO: 11/10/2022
ATTACHMENT “A”
Scope of Work

A. General

Hoch Consulting, APC, a California Corporation (“Consultant”) will provide the City of Escondido, a California municipal corporation (“City”) with professional project management and engineering services for Capital Improvement Program projects.

B. Location

Consultant shall provide project management and engineering services on a full-time basis which shall include assignment to multiple project locations within City limits. Services shall be performed at Escondido City Hall, located at 201 N. Broadway, Escondido, in an office furnished by the City two days to three days per week, or as needed. When appropriate, services may be provided remotely using equipment furnished by the Consultant.

C. Services

Task 1: Consultant Selection and Management
Task includes preparation of requests for consultant proposals, oversight of consultant selection and management of consultant contracts in accordance with City’s purchasing ordinance.

Services shall include but are not limited to negotiation of consultant contract scope and fee, managing compliance with contract deliverables, schedule and budget.

Task 2: Project Management Services
Task includes overall management responsibilities for complex and varied capital improvement projects, including, but not limited to, leading project team meetings, preparing meeting notes, following up on action items, communicating with stakeholders and City management team, coordinating with City Clerk, Attorney’s Office, and other departments, reporting and management of project schedule and budget.

Task 3: Plan Review, Design and Design Management Services Task includes review of consultant-prepared plans and specifications, coordination with outside agencies, preparation of technical specifications and bid documents, preparation o f plans and exhibits for maintenance projects, management of the bid process, coordinating advertisement, preparing addenda, preparing staff reports, and attending or presenting at City Council meetings.

Task 4: Construction Management and Coordination
Task includes management of construction projects and coordination with City field inspectors, outside agencies, including reviewing submittals, providing responses to requests for information, evaluation of change orders, pay requests, and time impact analyses.

D. Schedule

Consultant will perform work on a full-time basis as an extension of City staff and under the direction of Jonathan Schauble, Principal Civil Engineer. Timing for completion of assignments will be discussed at the time assignments are made. Inquires relating to this Agreement may be directed to Jonathan Schauble, Principal Civil Engineer, at 760-839-4072 or [email protected].

Resolution No. 2023-46
Exhibit "A"

23 Item5.

Consulting Agreement (v1) - 9 - CAO: 11/10/2022
E. Contract Price and Payment Terms

The Consultant will be paid on a time and materials basis in a total amount not exceed $300,000.

Payment for the services described herein shall be made using hours worked and the hourly rate of $155 per hour which shall remain in effect throughout the term of this Agreement. Services will be billed as services are performed. Consultant shall submit monthly invoices to the City, and the City shall pay Consultant for invoiced services within 30 days of receipt of an invoice.

F. Term

The term of this Agreement shall be for one year from the Effective Date of the Agreement (“Initial Term”). The City shall have three one-year options to extend the Initial Term. Any extension of the Initial Term shall be via an Amendment pursuant to Section 12 (Amendment) of the Agreement.

Resolution No. 2023-46
Exhibit "A"

24 Item5.

Consulting Agreement (v1) - 10 - CAO: 11/10/2022

ATTACHMENT “B”
Personnel List

Pursuant to Section 4 of the Agreement, CONSULTANT shall only assign performance of Services to persons listed below.

Professional Engineer
Nick Josten (858) 431-9767 [email protected]

CONSULTANT shall not add or remove persons from this Personnel List without the City’s prior written consent. If CONSULTANT has not designated a person to perform a component of the Services, CONSULTANT shall not assign such component of the Services to a person without obtaining the City’s prior written consent. CONSULTANT shall not subcontract any component of the Services without obtaining the City’s prior written consent.

Acknowledged by:

Date: __________________ ___________________________________ Hoch Consulting, Adam Hoch, President

Resolution No. 2023-46
Exhibit "A"

25 Item5.

STAFF REPORT

April 19, 2023
File Number 0740-30

SUBJECT
ESCONDIDO CITY EMPLOYEES ASSOCIATION (ECEA): DECERTIFICATION AND RECOGNITION

DEPARTMENT
Human Resources

RECOMMENDATION
Request the City Council adopt Resolution No. 2023-48, to address the change in recognized employee organizations from the Escondido City Employees Association (“ECEA”) – Administrative/Clerical/Engineering (“ACE”) Bargaining Unit , to Teamsters Local 911 (“Teamsters”) Administrative, Clerical, Engineering Bargaining Unit or the Escondido Police Officers’ Association (“EPOA”) Non-Sworn Bargaining Unit for designated classifications.

Staff Recommendation: Approval (Human Resources: Jessica Perpetua, Director of Human Resources) Presenter: Jessica Perpetua, Director of Human Resources

FISCAL ANALYSIS
None.

PREVIOUS ACTION
The City and the Escondido City Employees’ Association Administrative/Clerical/Engineering Bargaining Unit have a Memorandum of Understanding covering July 1, 2021 through June 30, 2023.

BACKGROUND
The City of Escondido Employer Employee Relations Resolution (“EERR”) provides the procedures for the decertification of a recognized employee organization; for the recognition of an employee organization; for the modification of establish ed bargaining units ; and provides the policy and standards for the employee relations officer to determine appropriate bargaining units. In January 2023, labor representatives from Teamsters and the EPOA submitted petitions from 51 and 8 members respectively who seek decertification from ECEA and recognition of Teamsters and/or EPOA Non -Sworn Bargaining Unit. Also, in January 2023, ECEA representative submitted a decertification and recognition certification which included the same decertification and recognition petition signature sheets previously provided by Teamsters and EPOA.
26 Item6.

City and representatives from ECEA, Teamsters and EPOA met and conferred on several occasions to discuss the best manner to implement the decertification and recognition petitions. A neutral third party reviewed the decertification and recognition petitions and found 67.44% of ECEA ACE members seek decertification. A majority of ECEA ACE members seek to have Teamsters Administrative, Clerical, Engineering Bargaining Unit become their exclusive representative for the purposes of collective bargaining and eight members of ECEA ACE seek to have EPOA Non-Sworn Bargaining Unit become their exclusive representative for the purpose of collective bargaining.

The City found the decertification and recognition petitions complied with the EERR and found that the classifications provided in Resolution 2023-48, Exhibit “A”, are appropriate and should be represented by Teamsters in an A dministrative, Clerical, Engineering Bargaining Unit and the classifications provided in Resolution 2023-48, Exhibit “B”, are appropriate and should be represented by EPOA in the Non-Sworn Bargaining Unit.

On April 19, 2023, ECEA will no longer represent ACE members . Teamsters Administrative, Clerical, Engineering Bargaining Unit and EPOA Non-Sworn Bargaining Unit have agreed to become the recognized employee organizations for the respective positions and will replace ECEA as a party to the MOU for their respective new members.

RESOLUTIONS
a. Resolution No. 2023-48

27 Item6.

RESOLUTION NO. 2023-48

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ESCONDIDO, CALIFORNIA, AUTHORIZING THE CITY’S

NEGOTIATING TEAM TO EXECUTE, ON BEHALF OF THE

CITY, A SUBSTITUTED MEMORANDUM OF

UNDERSTANDING TO REPLACE THE ESCONDIDO CITY
EMPLOYEES’ ASSOCIATION – ADMINISTRATIVE/

CLERICAL/ ENGINEERING BARGAINING UNIT WITH
TEAMSTERS LOCAL 911 – ADMINISTRATIVE, CLERICAL,

ENGINEERING BARGAINING UNIT OR THE ESCONDIDO
POLICE OFFICERS’ ASS OCIATION NON -SWORN

BARGAINING UNIT AS THE RECOGNIZED EMPLOYEE

BARGAINING UNITS FOR DESIGNATED EMPLOYEES

WHEREAS, negotiating teams from the City of Escondido (“City”) and the Escondido City Employees’ Association (“ECEA”) – Administrative/Clerical/Engineering (“ACE”) Bargaining Unit, agreed to a Memorandum of Understanding (“MOU”) for the period of July 1, 2021 through June 30, 2023, adopted by the City Council on August 11, 2021; and
WHEREAS, the City of Escondido Employer-Employee Relations Resolution (“EERR”), amended on June 11, 2008, establishes procedures for the decertification of a recognized employee organization ; for the recognition of an employee organization ; for the modification of established bargaining units ; and provides the policy and standards for the employee relations officer to determine appropriate bargaining units; and
WHEREAS, on January 18, 2023, Neil Sholander, Lawyer/Business Representative for California Teamsters Local 911 (“Teamsters”), submitted petitions from, and on behalf of, fifty-one members of the ECEA ACE bargaining unit who seek decertification from ECEA and recognition of Teamsters as their sole and exclusive representative for the purpose of collective bargaining; and WHEREAS, on January 24, 2023, Patrick Hall, Escondido Police Officers Association (“EPOA”) Past President and Representative, submitted a Decertification and Recognition Petition on behalf of eight ECEA ACE members and two ECEA members of the ECEA Supervisory Barg aining Unit who seek 28 Item6.
decertification from ECEA and recognition of EPOA Non-Sworn Bargaining Unit as their sole and exclusive representative for the purpose of collective bargaining; and WHEREAS, on January 26, 2023, Ralph Ginese, ECEA President, submitted a Decertification and Recognition Petition, which included copies of the same Decertification and Recognition Petition signature sheets previously submitted by Teamsters and EPOA; and
WHEREAS, the City and representatives of ECEA, Teamsters, and EPOA met and conferred on several occasions to discuss the best manner to implement the decertification and recognition petitions; and
WHEREAS, a neutral third party, Fire Captain Joe Portman, reviewed the decertification and recognition petitions and found 67.44% of ECEA ACE members seek decertification; and WHEREAS, a majority of ECEA ACE members seek to have Teamsters become their exclusive representative for the purposes of collective bargaining; and WHEREAS, eight members of ECEA ACE seek to have EPOA Non -Sworn Bargaining Unit become their exclusive representative for the purposes of collective bargaining; and WHEREAS, the employee relations officer determined that the two members of ECEA Supervisory Bargaining Unit who seek to change representation did not follow established EERR procedures, and as a result, will remain in the ECEA Supervisory Bargaining Unit; and WHEREAS, the City found the decertification and recog nition petitions complied with the EERR and found that the classifications provided in Resolution 2023-48 Exhibit “A”, which will become Exhibit D to the MOU, are appropriate and should be represented by Teamsters Local 911 in an A dministrative, Clerical, Engineering bargaining unit and the positions provided in Resolution 2023-48, Exhibit “B”, which will become Exhibit E to the MOU, are appropriate and should be represented by EPOA as part of the Non- sworn Bargaining Unit; and
WHEREAS, although the ECEA ACE MOU will expire on June 30, 2023 and on April 19, 2023, ECEA will no longer represent ACE members, Teamster s and EPOA have agreed to become the recognized 29 Item6.
employee organizations for the respective classifications approved by the City, and will replace ECEA as a party to the MOU for their respective new members as provided in the attached exhibits; and WHEREAS, the City Council desires at this time and deems it to be in the best public interest to approve a substituted MOU to remove ECEA ACE and add Teamsters Administrative, Clerical, Engineering Bargaining Unit or the EPOA Non-Sworn Bargaining Unit.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Escondido , California, as follows:

1. That the above recitations are true.

2. The MOU is amended to add Article XLVI, Decertification & Recognition, as follows:

Teamsters Local 911 Administrative, Clerical, Engineering Bargaining Unit will be the exclusive representative of employees serving in the classifications listed in Exhibit D. EPOA Non-Sworn Bargaining Unit will be the exclusive representative of employees serving in the classifications listed in Exhibit E.

3. The MOU is amended to add Resolution 2023-48, Exhibit “A”, ECEA ACE Classifications to Move to Teamsters Local 911 Administrative, Clerical, Engineering Bargaining Unit, as Exhibit D.

4. The MOU is amended to add Resolution 2023-48, Exhibit “B”, ECEA ACE Classifications to Move to EPOA Non-Sworn Bargaining Unit, as Exhibit E.

5. All references in the MOU to the Escondido City Employees’ Association or Escondido City Employees’ Association Administrative Clerical, Engineering (including corresponding abbreviations) are repealed and replaced as follows:

Teamsters Local 911 Administrative , Clerical, Engineering Bargaining Unit or Escondido Police Officers’ Association Non-Sworn Bargaining Unit.

30 Item6.

Exhibit D
ECEA ACE CLASSIFICATIONS TO MOVE TO TEAMSTERS LOCAL 911 ACE BARGAINING UNIT Union
Code
Job
Code
Job
Description
ACE 30100 Account Clerk I
ACE 30110 Account Clerk II
ACE 21000 Administrative Aide
ACE 21100 Administrative Assistant
ACE 30151 Associate Chemist
ACE 50300 Asst Planner I
ACE 50301 Asst Planner II
ACE 50590 Bldg Inspector I
ACE 50600 Bldg Inspector II
ACE 82061 Buyer
ACE 50510 Code Compliance Asst I
ACE 50520 Code Compliance Asst II
ACE 50540 Code Compliance Officer I
ACE 50550 Code Compliance Officer II
ACE 30331 Customer Service Rep I - PD
ACE 30330 Customer Service Rep I
ACE 30341 Customer Service Rep II - PD
ACE 30340 Customer Service Rep II
ACE 50841 Development Technician I
ACE 50862 Development Technician II
ACE 50660 Engineer I
ACE 50670 Engineer II
ACE 50710 Engineering Technician I
ACE 50730 Engineering Technician II
ACE 50815 Environmental Comp Insp I
ACE 50825 Environmental Comp Insp II
ACE 40080 Facilities Project Coordinator
ACE 50715 Field Engineering Inspector I
ACE 50720 Field Engineering Inspector II
ACE 50750 Fire Prevention Specialist I
ACE 50760 Fire Prevention Specialist II
ACE 50780 Graphics Technician I
ACE 50781 Graphics Technician II
Resolution No. 2023-48
Exhibit "A"

31 Item6.

ACE

30885

Lab Quality Assurance Officer
ACE

30850

Laboratory Assistant
ACE

30870

Laboratory Technician I
ACE

30880

Laboratory Technician II
ACE

50733

Program Assistant
ACE

50734

Program Coordinator
ACE

30750

Purchasing/Inventory Control
ACE

81416

Recreation Coord - Aquatics
ACE

81415

Recreation Coord - Tiny Tots
ACE

81411

Recreation Coordinator
ACE

20095

Sr Account Clerk
ACE

30350

Sr Customer Service Rep
ACE

50863

Sr Development Technician
ACE

50821

Sr Environmental Com Inspector
ACE

50930

Sr Graphics Technician

Resolution No. 2023-48
Exhibit "A"

32 Item6.

Exhibit E

ECEA ACE CLASSIFICATIONS TO MOVE TO EPOA NON-SWORN BARGAINING UNIT ACE 31210 Police Records Technician
ACE 40630 Property & Evidence Tech I
ACE 40631 Property & Evidence Tech II
ACE 40632 Sr Property & Evidence Tech
Resolution No. 2023-48
Exhibit "B"

33 Item6.

STAFF REPORT

April 19, 2023
File Number 0600-10; A-3453

SUBJECT

ENTERPRISE RESOURCE PLANNING SYSTEM PURCHASE

DEPARTMENT
Information Systems

RECOMMENDATION
Request that the City Council adopt Resolution No. 2023-49, authorizing the Chief Information Officer to execute, on behalf of the City of Escondido, a Main Subscription Agreement with Workday, Inc. for an Enterprise Resource Planning Software-as-a-Service (“SaaS”) solution.

Staff Recommendation: Approval (Information Systems: Rob Van De Hey, Chief Information Officer) Presenter: Christina Holmes, Director of Finance; Jessica Perpetua, Director of Human Resources; Rob Van De Hey, Chief Information Officer

FISCAL ANALYSIS
The ongoing funding for this subscription is within the annual operating budget approved by City Council.

PREVIOUS ACTION
On December 07, 2022, the City Council approved Budget Adjustment Requests: FY2021/22 General Fund carryovers and year end resources, funding recommendations for deferred technology infrastructure to fund the implementation services that will come to Council for approval on May 10, 2023

BACKGROUND
In 1996, the City Council approved the purchase of an Enterprise Resource Planning (ERP) system called PeopleSoft. ERP solutions integrate all of the core systems that support the entire City into a single system – accounting, human resources, benefits, payroll, procurement, capital assets, billing, budget, etc.

PeopleSoft has been supporting the City since it was implemented in 1997. However, Oracle acquired PeopleSoft Corp in 2005 and has since stopped developing upgrades for PeopleSoft, and the underlying technologies are now unable to support the City’s modern operating systems. The Information Systems, Finance, and Human Resources departments have been able to extend the life of PeopleSoft using internal staff resources and developing manual processes and workarounds for basic daily functions. The outdated software has limited the City’s ability to improve and adapt to both business and technology needs that have changed since the City selected PeopleSoft in 1996, more than 26 years ago. 34 Item7.

Given that the City’s current ERP software is end of life, the City entered into a process in search of a replacement solution.

To meet the City’s Continuity of Operation Plan (“COOP”) staff started with a baseline requirement to only evaluate SaaS solutions. The search started in October of 2021 by receiving preliminary demos of the leading ERP SaaS solutions which support the public sector, and continued by building out a Request for Proposals (“RFP”) that incorporated the comprehensive needs of the City (citizens, businesses, visitors, and staff).

The RFP solicitation was released in September 2022. Staff received a total of eight responses to evaluate.

This led to an extensive five months of demonstrations of different vendor solutions. At the end of a very competitive process, the project team and senior leadership found Workday, In c. best meets the City’s goals of brining broad -based functionality and modern tools that will enable greater efficiency and transparency for many years to come.

RESOLUTIONS
a. Resolutions No. 2023-49
b. Resolution No. 2023-49 Exhibit “A”

35 Item7.

RESOLUTION NO. 2023-49

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

ESCONDIDO, CALIFORNIA, AUTHORIZING THE MAYOR TO

EXECUTE, ON BEHALF OF THE CITY, A MAIN
SUBSCRIPTION AGREEMENT WITH WORKDAY, INC. FOR

AN ENTERPRISE RESOURCE PLANNING SOFTWARE-AS-A-

SERVICE SOLUTION

WHEREAS, the City of Escondido (“City”) desires to engage the services of an Information Technology firm to purchase a Main Subscription Agreement to include software, training and additional services; and
WHEREAS, the Chief Information Officer has determined that the City’s current software is at end of life and will need to be replaced due to the inability to meet the Service Level Agreements outlined in the Continuity of Operations Plan; and
WHEREAS, the Chief Information Officer has recommended the execution of the Agreement with Workday, Inc. for the subscription, training and additional services; and WHEREAS, the City Council desires at this time and deems it to be in the best public interest to approve a Main Subscription Agreement with Workday.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Escondido, California, as follows:

1. That the above recitations are true.

2. That Mayor is authorized to execute, on behalf of the City, a Main Subscription Agreement with Workday, Inc. in the amount of $9,440,264, which is attached and incorporated to this Resolution as Exhibit “A” and subject to final approval as to form by the City Attorney. 36 Item7.
00391895.0 - Confidential

SIGNATURE DOCUMENT
Main Subscription Agreement - City of Escondido
©2022 Workday v22.12 Page 0 of 13
Documents Agreement Number
Main Subscription Agreement (v22.12) Agreement #: 00391895.0 Subscription Order Form Order Form #: 00373688.0
Training Order Form Order Form #: 00398163.0
Workday Success Plan Order Form #: 00398147.0
B
y executing this document (“Signature Document”), the undersigned agree they are duly authorized signatories and all documents listed in the above table are entered into between the parties, effective as of the later of the dates beneath the parties’ signatures below (“Effective Date”). References to Signature Document and Effective Date in the Main Subscription Agreement shall mean those terms as defined in the preceding sentence.

City of Escondido
201 N. Broadway
Escondido, California 92025
United States
Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
Signature Signature
Name Name
Dane White
Title Title
Mayor
Date Signed Date Signed
Approved as to Legal Form by:

Resolution No. 2023-49
Exhibit "A"

37 Item7.
00391895.0 - Confidential

MAIN SUBSCRIPTION AGREEMENT

Main Subscription Agreement - City of Escondido
©2022 Workday v22.12 Page 1 of 13

This Main Subscription Agreement, effective as of the Effective Date set out in the Signature Document, is by and between Workday, Inc. ("Workday") a Delaware corporation with offices at 6110 Stoneridge Mall Road, Pleasanton, CA 94588 and City of Escondido (“Customer”), with offices at 201 N . Broadway, Escondido, California 92025, United States. Whereas Workday provides a subscription Service to which Customer intends to subscribe, this Agreement establishes the business relationship and allocation of responsibilities regarding the Service and the parties therefore agree as follows:

1. Customer’s Use of the Service.

1.1 Provision of the Service. Workday shall: (i) make the Service and Improvements available in accordance with the Documentation and the SLA to Customer during the Term pursuant to this Agreement; (ii) not use Customer Data except to provide the Service, or to prevent or address service or technical problems, in accordance with this Agreement and the Documentation, or in accordance with Customer’s instructions; and (iii) not disclose Customer Data to anyone other than Authorized Parties. The Service is provided in U.S. English. Workday has translated portions of the Service into other languages. Customer and its Authorized Parties may only use the translated portions of the Service for the number of languages listed in the applicable Order Form. Workday will provide service credits to Customer according to the Workday SLA Service Credit Exhibit attached hereto.

1.2 Customer Obligations. Customer may enable access of the Service for use only by Authorized Parties solely for the internal business purposes of Customer and its Affiliates in accordance with the Documentation and not for the benefit of any third parties. Customer is responsible for all Authorized Party use of the Service and compliance with this Agreement.

Customer shall: (a) have sole responsibility for the accuracy, quality, and legality of all Customer Data; and (b) prevent unauthorized access to, or use of, the Service, and notify Workday promptly of any such unauthorized access or use.

Customer shall not: (i) use the Service in violation of applicable Laws; (ii) in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) send or store Malicious Code in connection with the Service; (iv) interfere with or disrupt performance of the Service or the data contained therein; or (v) attempt to gain access to the Service or its related systems or networks in a manner not set forth in the Documentation. Customer shall designate a maximum number of named contacts as listed in the applicable Order Form to request and receive support services from Workday. Named Support Contacts must be trained on the Workday product(s) for which they initiate support requests. Customer has the sole discretion to determine which of its Employees and Customer Affiliates are designated as Authorized Parties and shall be responsible for the acts and omissions of all Authorized Parties with respect to their use of the Service.

1.3 Federal Government End Use Provisions (if applicabl e). Workday provides pre- existing, commercial Service, including related software and technology, for federal government end use solely in accordance with the terms and conditions of this Agreement, and Workday provides only the technical data and rights as provided herein. If a government agency has a need for rights not conveyed under these terms, it must negotiate with Workday to determine whether there are acceptable terms for transferring additional rights. A mutually acceptable addendum specifically conveying such rights must be executed by the parties in order to convey such rights beyond those set forth herein. For avoidance of doubt, Workday does not currently provide the Service for use in furtherance of a federal prime or subcontract. Additionally, the parties agree that the purpose of this Agreement is to provide a sophisticated integrated system solution, principally for the provision of a product, not a service and as such, neither the Service Contract Act nor its related statutes or regulati ons apply to Workday’s performance hereunder.

2. Fees.

2.1 Invoices and Payment. Fees for the Service will be invoiced to Customer in the United States in accordance with the relevant Order Form and payment will be remitted from the United States. Except as otherwise set forth in an Order Form, all fees due hereunder (except fees subject to good faith dispute) shall be due and payable within thirty (30) days of invoice date. Except as otherwise stated in an Order Form, all fees are quoted and payable in United States dollars and are based on Service rights acquired and not actual usage. Customer shall provide Workday with complete and accurate billing and contact information including a valid email address for receipt of invoices. Upon Workday’s request, Customer will make payments via wire or ACH/EFT. All remittance advice and invoice inquiries can be directed to [email protected].

2.2 Non-cancelable & non-refundable. Except as specifically set forth to the contrary under Section 6.2 “Warranty Remedies”, Section 7.1 “Indemnification by Workday”, Section 9.2 “Termination”, Section 10 “Availability of Funds”. and under the SLA, all payment obligations under any and all Order Forms are non-cancelable and all payments made are non- Resolution No. 2023-49
Exhibit "A"

38 Item7.
00391895.0 - Confidential

MAIN SUBSCRIPTION AGREEMENT

Main Subscription Agreement - City of Escondido
©2022 Workday v22.12 Page 2 of 13

refundable. The rights for the number of Employees set forth on any respective Order Form cannot be decreased during the Term.

2.3 Overdue Payments. Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at Workday's discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

2.4 Non-Payment and Suspension of Service. If Customer's account is more than thirty (30) days past due (except with respect to charges subject to a reasonable and good faith dispute), in addition to any other rights or remedies it may have under this Agreement or by law, Workday reserves the right to suspend the Service upon thirty (30) days’ written notice, without liability to Customer, until such amounts are paid in full. Such notice shall clearly and prominently state that the Service is at risk of suspension and shall not solely take the form of an invoice with an overdue notice.

2.5 Taxes. Workday’s subscription fees do not include in its price any Transaction Taxes, which are taxes that arise as a result of the services provided to Customer. These Transaction Taxes may include, but are not limited to, any local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value- added, goods and services taxes, excise, use or similar taxes. Customer is responsible for paying all Transaction Taxes associated with this Agreement, excluding U.S. income taxes on Workday. If Workday has a legal obligation to pay or collect Transaction Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Workday with a valid tax exemption certificate authorized by the appropriate taxing authority and honored by the appropriate taxing authority. Withholding taxes do not apply to services and therefor e payments due to Workday for its subscription services are not subject to withholding taxes and said payments will not be reduced for withholding taxes.

2.6 Employee Count Verification. Workday may periodically confirm the number of Employee records on its hosted servers and will work with Customer to resolve any discrepancy from the subscription levels on applicable Order Form(s).

Customer will pay Workday the fees set forth on the applicable Order Form(s) if the number of Employees exceeds the number of permitted Employees. Upon request from Workday, Customer will make an annual report to Workday of its number of Employees as set forth on the applicable Order Form(s).

3. Proprietary Rights.

3.1 Ownership and Reservation of Rights to Workday Intellectual Property. Workday and its licensors own all right, title and interest in and to the Service, Documentation, and other Workday Intellectual Property Rights. Subject to the limited rights expressly granted hereunder, Workday reserves all rights, title and interest in and to the Service, and Documentation, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

3.2 Grant of Rights. Workday hereby grants Customer a non-exclusive, non-transferable, right to use the Service and Documentation, solely for the internal business purposes of Customer and Affiliates and solely during the Term, subject to the terms and conditions of this Agreement within scope of use defined in the relevant Order Form.

3.3 Restrictions. Customer shall not (i) modify, copy or create any derivative works based on the Service or Documentation; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a serv ice bureau, or otherwise make the Service or Documentation available to any third party, other than to Authorized Parties as permitted herein; (iii) reverse engineer or decompile any portion of the Service or Documentation, including but not limited to, any software utilized by Workday in the provision of the Service and Documentation, except to the extent required by Law; (iv) access the Service or Documentation in order to build any commercially available product or service; or (v) copy any features, functions, integrations, interfaces or graphics of the Service or Documentation.

3.4 Ownership of Customer Data. As between Workday and Customer, Customer owns its Customer Data.

3.5 Customer Input. Workday shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any Customer Input. Workday shall have no obligation to make Customer Input an Improvement. Customer shall have no obligation to provide Customer Input.

Resolution No. 2023-49
Exhibit "A"

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Main Subscription Agreement - City of Escondido
©2022 Workday v22.12 Page 3 of 13

3.6 Aggregated Data Use. Workday owns the aggregated and statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, configurations, and reports processed in the Service and the performance results for the Service (the “Aggregated Data”).

Nothing herein shall be construed as prohibiting Workday from utilizing the Aggregated Data for purposes of operating Workday’s business, provided that Workday’s use of Aggregated Data will not reveal the identity, whether directly or indirectly, of a ny individual or specific data entered by any individual into the Service. In no event does the Aggregated Data include any personally identifiable information.

4. Confidentiality.

4.1 Confidentiality. A party shall not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement except with the other party's prior written permission.

4.2 Protection. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind except as specified in section 4.3, but in no event using less than a reasonable standard of care.

4.3 Compelled Disclosure. A disclosure by one party of Confidential Information of the other party to the extent required by Law shall not be considered a breach of this Agreement, provided the party so compelled promptly provides the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. For purposes of this section, a request to Customer for documents or information pursuant to the California Public Recor ds Act will be considered a compelled disclosure. All parties acknowledge that Customer may not make any assertion of exemption on behalf of Workday in response to a Public Records Act request. In addition, Customer may disclose Order Forms and this Agreement in accordance with requirements for publication of items that will be on the Customer’s City Council agenda. Such disclosure may take the form of a website-accessible posting of those documents.

4.4 Special Access by Law Enforcement and for Oversight. Customer is a public sector entity subject to oversight by other public sector entities and potentially by the federal government. The parties agree that to the extent that law enforcement officials or entities with appropriate oversight authority request access to the Service for the purpose of viewing or retrieving Customer Data or confirming how Customer processes Customer Data, Customer may grant such access either by permitting representatives of such entities to observe Customer’s use of the Service or by granting such representatives temporary status as an Authorized Party.

4.5 Remedies. If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate.

4.6 Exclusions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the other party; (ii) was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (iii) was independently developed by a party without breach of any obligation owed to the other party; or (iv) is received from a third party without breach of any obligation owed to the other party. Customer Data shall not be subject to the exclusions set forth in this Section.

4.7 Business Associate Exhibit. If Customer concludes that the Service will include access to Customer Data that is protected by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and Customer is a Covered Entity as defined under HIPAA, the parties agree to attach Workday’s Business Associate Exhibit to this Agreement, which shall apply to Workday’s receipt, maintenance or transmission of Protected Health Information from, or on behalf of Customer, as described in such Exhibit.

5. Customer Data.

5.1 Protection and Security. During the Term of this Agreement, Workday shall maintain a formal security program materially in accordance with industry standards that is designed to: (i) ensure the security and integrity of Customer Data; (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. Such security program will conform to the Workday Universal Security Exhibit attached hereto (“Security Exhibit”) and is further described in Workday’s most recently completed Service Organization Control 1 (SOC1) and Service Resolution No. 2023-49
Exhibit "A"

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MAIN SUBSCRIPTION AGREEMENT

Main Subscription Agreement - City of Escondido
©2022 Workday v22.12 Page 4 of 13

Organization Control 2 (SOC2) audit reports or industry -standard successor reports. The most recently completed, as of the Effective Date, SOC1 and SOC2 audit reports are referred to as the "Current Audit Reports". In no event during the Term shall Workday materially diminish the protections provided by the controls set forth in Workday's Security Exhibit and the Current Audit Reports. The Universal Data Processing Exhibit attached hereto (the “Data Processing Exhibit” or “DPE”) will apply to the processing of Personal Data. Customer understands that its use of the Service and compliance with any terms hereunder does not constitute compliance with any Law. Customer understands that it has an independent duty to comply with any and all Laws applicable to it.

5.2 Unauthorized Disclosure. I f either party believes that there has been a disclosure of Customer Data to anyone other than an Authorized Party or Workday, such party must promptly notify the other party, unless legally prohibited from doing so, within forty-eight (48) hours or any shorter period as may be required by Law; provided, however, that Customer is not required to notify Workday in any case where Customer reasonably determines that the Security Breach presents no threat to the Service. Additionally, each party will reasonably assist the other party in remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted, or the provision of credit reporting services to such individuals. Each party shall bear the costs of such remediation or mitigation to the extent the breach or security incident was caused by it. Additional Workday remediation obligations in certain situations are in Section 8.4.

6. Warranties and Disclaimers.

6.1 Warranties. Each party warrants that it has the authority to enter into this Agreement and, in connection with its performance of this Agreement, shall comply with all Laws applicable to it related to data privacy, international communications and the transmission of technical or personal data. Workday warrants that during the Term (i) the Service shall perform materially in accordance with the Documentation; and (ii) the functionality of the Service will not be materially decreased during the Term.

6.2 Warranty Remedies. In the event of Workday’s breach of the warranties set forth in Section 6.1 (i) and (ii), (a), Workday shall: correct the non-conforming Service at no additional charge to Customer, or, (b) in the event Workday is unable to correct such deficiencies after good-faith efforts, Workday shall refund Customer amounts paid that are attributable to the defective Service from the date Customer first reported the applicable deficiencies to Workday through the date that such deficiencies are remedied. Notice of breaches of the warranties in Section 6.1(i) or (ii) shall be made through Workday’s then-current error reporting system. Notices of breaches of any other warranty shall be made in writing to Workday in accordance with the notice provisions of this Agreement. To receive the refund remedy, Customer must promptly report deficiencies in writing to Workday, but no later than thirty (30) days following the first date the deficiency is identified by Customer. The remedies set forth in this subsection 6.2 shall be Customer’s sole remedy and Workday’s sole liability for breach of the warranties in Section 6.1 unless the breach of warranty constitutes a material breach of the Agreement and Customer elects to terminate the Agreement in accordance with Section 9.2 (Termination).

6.3 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6 AND TO THE MAXIMUM EXTENT

PERMITTED BY APPLICABLE LAW, WORKDAY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS,

IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE AND/OR RELATED DOCUMENTATION. WORKDAY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE

SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SERVICE.

7. Indemnification

7.1 Intellectual Property Indemnification by Workday. Workday shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable attorneys' fees) in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Customer by a third party alleging that the use of the Service as contemplated hereunder infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; provided, however, that Customer: (a) promptly gives written notice of the Claim to Workday; (b) gives Workday sole control of the defense and settlement of the Claim (provided that Workday may not settle any Claim unless it unconditionally releases Customer of all liability); and (c) provides to Workday, at Workday's cost, all reasonable assistance. Workday shall not be required to indemnify Customer in the event of: (w) modification of the Service by Customer, its Employees, or Authorized Parties in conflict with Customer’s obligations or as a result of any prohibited activity as set forth herein; (x) use of the Service in a manner inconsistent with the Documentation; (y) use of the Service in combination with any other product or service not provided by Workday,; or (z) use of the Service in a manner not otherwise contemplated by this Agreement.

Resolution No. 2023-49
Exhibit "A"

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MAIN SUBSCRIPTION AGREEMENT

Main Subscription Agreement - City of Escondido
©2022 Workday v22.12 Page 5 of 13

If Customer is enjoined from using the Service or Workday reasonably believes it will be enjoined, Workday shall have the right, at its sole option, to obtain for Customer the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to Workday, then use of the impacted portions of the Service may be terminated at Workday’s option if and only if Workday is terminating use of the impacted portions of the Service to all other Workday customers affected by the Claim and Workday's sole liability (other than its obligation to defend and indemnify as set forth in this section 7.1) shall be to refund any prepaid fees for the Service that were to be provided after the effective date of termination, as well as any fees paid by Customer attributable to the enjoined portions of the Service for the period of time Customer was enjoined from use of the Service. In addition, Workday will not object to Customer’s participation in the defense against any proposed injunction which would impact Customer’s ability to utilize the Service.

8. Limitation of Liability.

8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO WORKDAY’S

INDEMNIFICATION OBLIGATIONS, RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, AND/OR CUSTOMER’S PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S (OR WORKDAY’S THIRD PARTY LICENSORS’) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT,

WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER IN CONSIDERATION FOR WORKDAY’S SERVICE DELIVERY DURING THE IMMEDIATELY PRECEDING TWENTY-FOUR (24) MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE (OR, FOR A CLAIM

ARISING BEFORE THE SECOND ANNIVERSARY OF THE EFFECTIVE DATE, THE AMOUNT PAID FOR THE FIRST TWENTY-FOUR MONTH PERIOD).

8.2 Exclusion of Damages. EXCEPT WITH RESPECT TO EACH PARTY’S SPECIFIC REMEDY OBLIGATIONS FOUND IN SECTION 7 AND THE LOSS OF CUSTOMER DATA DUE TO THE FAILURE OF WORKDAY TO ADHERE TO

ITS DATA BACKUP AND RESTORATION PROTOCOLS AS DESCRIBED IN THE SLA AND SECURITY EXHIBIT, IN NO

EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL,

INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS,

LOSS OF USE, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR

SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED

WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY

INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING

SOUGHT OR SUCH PARTY'S LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CUSTOMER WILL NOT ASSERT THAT ITS PAYMENT OBLIGATIONS AS SET FORTH IN AN ORDER FORM ARE EXCLUDED AS WORKDAY LOST PROFITS.

8.3 CLASSIFICATION OF CERTAIN DAMAGES. SUBJECT TO SECTION 8.1, AND NOTWITHSTANDING SECTION

8.2, IF EITHER PARTY BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT, THE FOLLOWING WILL BE CONSIDERED DIRECT DAMAGES: (1) AMOUNTS PAID TO AFFECTED THIRD PARTIES AS DAMAGES OR SETTLEMENTS ARISING FROM THE BREACH; (2) AMOUNTS PAID FOR FINES AND PENALTIES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ARISING FROM THE BREACH; AND (3) REASONABLE LEGAL FEES, TO DEFEND AGAINST THIRD-PARTY CLAIMS ARISING FROM THE BREACH.

8.4 Workday Remediation of Certain Unauthorized Disclosures. In the event that any unauthorized access to or acquisition of Personal Data is caused by Workday’s breach of its security and/or privacy obligations under this Agreement, Workday shall pay the reasonably necessary, documented costs incurred by Customer in connection with the following items: (a) costs of any reasonably required forensic investigation to determine the cause of the breach, (b) providing notification of the security breach to applicable government and relevant industry self -regulatory agencies, to the media (if required by Law) and to individuals whose Personal Data may have been accessed or acquired, (c) providing credit monitoring service to individuals whose Personal Data may have been accessed or acquired for a period of one year (or to the extent required by Law) after the date on which such individuals were notified of the unauthorized access or acquisition for such individuals who elected such credit monitoring service, and (d) operating a call center to respond to questions from individuals whose Personal Data may have been accessed or acquired for a period of one year (or to the extent required by Law) after the date on which such individuals were notified of the unauthorized access or acquisition.

NOTWITHSTANDING THE FOREGOING, OR ANYTHING IN THIS AGREEMENT TO THE CONTRARY, WORKDAY

SHALL HAVE NO RESPONSIBILITY TO PAY COSTS OF REMEDIATION THAT ARE DUE TO RECKLESS Resolution No. 2023-49
Exhibit "A"

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Main Subscription Agreement - City of Escondido
©2022 Workday v22.12 Page 6 of 13

MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD BY CUSTOMER O R ITS EMPLOYEES, AGENTS OR AUTHORIZED PARTIES.

9. Term and Termination.

9.1 Term of Agreement. The Term commences on the Effective Date and continues until the stated term in all Order Forms has expired or has otherwise been terminated, unless otherwise extended pursuant to the written agreement of the parties. Subscriptions to the Service commence on the date, and are for a period, as set forth in the applicable Order Form.

9.2 Termination. Subject to Customer’s transition rights defined herein, either party may terminate this Agreement:
(i) upon thirty (30) days’ prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such notice period; or (ii) upon thirty (30) days’ prior written n otice that Customer is unable to continue funding the subscription as per (and subject to the requirements in) Section 10.9; or (iii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In the event the Agreement is terminated, all Order Forms are simultaneously terminated. Upon any termination by Customer pursuant to this section, Workday shall refund Customer any prepaid fees for the affected Service that were to be provided after the effective date of termination.

9.3 Dispute Resolution. The parties agree that they would prefer to resolve disputes rather than invoke their termination rights under this Agreement. Accordingly, where a dispute or breach appears to be one that might be resolvable by the parties without resorting to termination, the parties will seek to resolve the dispute or breach in good faith and wil l, where appropriate, seek non- binding mediation of their dispute if the management of the parties is unable to resolve the dispute. Notwithstanding the foregoing, each party retains its right to seek injunctive relief at any time and to exercise i ts termination rights under this Agreement.

9.4 Effect of Termination. Upon any termination of this Agreement, and following any transition period, Customer shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the applicable Service (except as permitted under the section entitled “Retrieval of Customer Data”) and Workday Confidential Information. Termination for any reason shall not relieve Customer of the obligation to pay any fees accrued or due and payable to Workday prior to the effective date of termination and termination for any reason other than Workday’s uncured material breach in accordance with Section 9.2, pursuant to Section 7.1, or pursuant to the SLA Service Credit Exhibit shall not relieve Customer of the obligation to pay all future amounts due under all executed Order Forms. Termination due to Workday’s uncured material breach, pursuant to Section 7.1, non-appropriation of funds pursuant to Section 10.9, or pursuant to the SLA Service Credit Exhibit shall relieve Customer of the obligation to pay any fees (other than fees for the Transition Period described in Section

9.6) for the terminated Order Form for services that were to be rendered after the effective date of termination. Following termination, the parties shall make reasonable and good faith attempts to resolve any outstanding fee disputes.

9.5 Retrieval of Customer Data. Upon request by Customer made within thirty (30) days after any expiration or termination of this Agreement, and following any transition period, Workday will make Customer Data and configuration data available to Customer through the Service on a limited basis solely for purposes of Customer retrieving Customer Data and configuration data for a period of up to sixty (60) days after such request is received by Workday. After such sixty (60) day period, Workday will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data. Additionally, during the Term of the Agreement, Customers can extract data using Workday’s standard web services. If Customer requires Workday’s assistance, Customer may acquire Workday professional services at Workday’s then- current billing rates pursuant to a separately executed Statement of Work and Professional Services Agreement. Customer will determine the scope of the professional services engaged to extract data from the Workday system and as such may increase or decrease Workday’s professional services involvement in order to control costs.

9.6 Transition Period before Final Termination . Upon any termination of the Agreement, Workday shall, upon Customer’s request, continue to provide the Service to Customer (except where Workday is enjoined by a court of competent jurisdiction) pursuant to the terms of this Agreement for a transitional period of up to one (1) year (the “Transition Period”).

Access to the Service during the Transition Period will be subject to the fees set out in the applicable Order Form, prorated on a monthly basis and payable in advance, based on the annual fees charged to Customer for the Service during the twelve-month period immediately preceding the termination date plus an additional fee of CPI (defined on Order Form No. 1) plus five percent (5%) , unless the Order Form has pricing for the time period during which the Transition Period occurs, in which case the pricing on the Order Form for that time period shall apply. During the Transition Period, Workday will provide cooperation and assistance as Customer may reasonably request to support an orderly transition to another provider Resolution No. 2023-49
Exhibit "A"

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MAIN SUBSCRIPTION AGREEMENT

Main Subscription Agreement - City of Escondido
©2022 Workday v22.12 Page 7 of 13

of similar software, services, or to Customer’s internal operations. Such cooperation and assistance will include but not be limited to consulting regarding the Workday Service and will be subject to a fee based on Workday’s then- current rates for consulting services and such services will be set out in a statement of work to a professional services agreement between the parties. All regular Service will continue during the Transition Period at no additional cost, except as stated in this section. Notwithstanding the foregoing, in the event of termination of this Agreement by Workday for breach by Customer, Workday may withhold the provision of transition Services and condition further performance upon (i) payment of undisputed fees then owed; (ii) prepayment of fees for further services; and (iii) receipt by Workday of an officer’s certificate from Customer certifying ongoing compliance with the terms of this Agreement during the Transition Period.

9.7 Surviving Provisions. The following provisions of this Agreement shall not survive and will have no further force or effect following any termination or expiration of this Agreement and any Transition Period: (i) subsection (i) of Section 1.1 “Provision of the Service”; (ii) Section 3.2 “Grant of Rights”; and (iii) any Order Form(s). All other provisions of this Agreement shall survive any termination or expiration of this Agreement.

10. General Provisions.

10.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

There are no third-party beneficiaries to this Agreement.

10.2 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: ( i) personal delivery; (ii) the third business day after first class mailing; or (iii) the second business day after sending by facsimile with telephonic confirmation of receipt. Notices to Workday shall be addressed to the attention of its Vice President, Legal.

Notices to Customer shall be addressed to the representatives as outlined below. Each party may modify its recipient of notices by providing notice pursuant to this Agreement.

Customer Designated Representative
Name: Robert Van De Hey
Title: C hief Information Officer
Phone: 760-839-6213
Email: [email protected]
Mailing Address: 201 N. Broadway, Escondido CA 92025

10.3 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. None of the provisions of this Agreement shall be considered waived by either party unless such waiver is specifically specified in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

10.4 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fi re, civil unrest, acts of terror, strikes or other labor problems (other than those involving Workday or Customer employees, respectively), and, where Workday is in compliance with its security and backup obligations under this Agreement, computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. Each party will reasonably endeavor to resume its performance under this Agreement as soon as possible following a force majeure situation and Workday will expend the same level of effort to resume performance to Customer that it expends for its other similarly-situated customers.

10.5 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld).

Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms) without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantiall y all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement (an “M&A assignment”) and all past due fees are paid in full, except that Customer shall have no right to assign this Agreement to a direct Competitor of Workday. In the event of an M&A assignment, the non- assigning party shall be entitled to request that the assignee entity provide adequate assurances that it has the requisite personnel, assets, expertise, and experience to provide the Service and comply with this Agreement. Failure to provide such assurances may be treated as a material breach of this Resolution No. 2023-49
Exhibit "A"

44 Item7.
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MAIN SUBSCRIPTION AGREEMENT

Main Subscription Agreement - City of Escondido
©2022 Workday v22.12 Page 8 of 13

Agreement, the failure of which to cure shall give rise to a termination right in accordance with Section 9.2 (Termination) .

Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

10.6 Governing Law; Waiver of Jury Trial. This Agreement shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules. The parties agree the venue of any dispute will be the State and Federal courts in the County of San Diego, California.

10.7 Export. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the generality of the foregoing, Customer shall not make the Service available to any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction.

10.8 Miscellaneous. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof. Current copies of Workday’s SLA, Security Exhibit, and Data Processing Exhibit are attached, but in each case, the parties recognize that these Exhibits reflect standard Workday policies and may change over time, subject to the requirement in Section 6.1(ii) that changes wi ll not materially degrade the Service or security of the Service and the requirement that the Customer will not be subject to any additional obligations as a result of the changes. Material degradation of the Service includes, but is not limited to, any decrease in the commitment as to uptime percentage in the SLA or an increase in maintenance windows of more than twenty (20) percent. In the event of a conflict or where an Order Form provides more specific detail than this Agreement, the provisions of an Order Form shall take precedence over provisions of the body of this Agreement and over any other Exhibit or Attachment, provided, however, that the Agreement shall take precedence with respect to all sections unless the Order Form clearly states that it shall take priority and the Order Form was signed by Customer’s signatory. Each of the attached Order Forms is a separately executed agreement subject to this Agreement that may be separately amended without amending this Main Subscription Agreement. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. Workday may use Customer's name and logo in lists of customers, on marketing materials and on its website. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument.

10.9 Availability of Funds. For each of Customer’s fiscal years during the Term of this Agreement Customer agrees:
(a) to seek in good faith appropriations sufficient to cover customer’s obligations under this Agreement; and (b) not to use non-appropriations as a means of terminating this Agreement in order to acquire functionally equivalent products or services from a third party. Customer reasonably believes, barring unforeseen circumstances or events, that sufficient funds will lawfully be appropriated by its governing body to satisfy its obligations under this Agreement. If Customer does not appropriate sufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement, Customer may terminate this Agreement by giving Workday not less than thirty (30) days’ prior written notice of such non- appropriation for the fiscal year. No legal liability on the party of Customer shall arise for payment beyond June 30 of each calendar year unless funds are made available for such a payment and provided that Customer has exercised its termination rights in accordance with this clause. Workday is under no obligation to provide the Service if Customer lacks funds to pay for it. Upon termination Customer will remit all amounts due and all costs reasonably incurred through the date of termination and, to the extent of lawfully available funds, through the end of the then-current fiscal period, providing Service will continue through the end of the then-current fiscal period and for the full duration of any subsequent Transition Period for which funds are available. Upon Workday’s reasonable request, Customer will provide Workday with information as to funding status for its next subscription payment(s).

Resolution No. 2023-49
Exhibit "A"

45 Item7.
00391895.0 - Confidential

MAIN SUBSCRIPTION AGREEMENT

Main Subscription Agreement - City of Escondido
©2022 Workday v22.12 Page 9 of 13

10.10 Audit Financial Billing. During the Term of this Agreement but not more frequently than once per year, Workday shall make available to Customer or its chosen independent third-party auditor (or federal or state department auditor having monitoring or reviewing authority over Customer), for examination those financial books, records, and files of Workday that are necessary for Customer to verify Workday’s charges for the Service provided under any Order Form(s) issued hereunder. Workday shall be subject to examination and/or audit to the extent set forth in law and shall comply with all program and fiscal reporting requirements set forth by law as described more fully in the Data Processing Exhibit.

Workday shall maintain complete and accurate records as is reasonably necessary to substantiate such charges for at least five (5) years after such charges are invoiced. Customer shall provide Workday with reasonable notice prior to conducting such financial audit and the parties shall mutually agree upon the timing of such financial audit which shall be conducted in a manner that is least disruptive to Workday’s business operations. Such right shall not extend to or require on-site audits of Workday’s operations or third-party hosting facilities, disclosure of any confidential information of any other Workday customer, or Workday’s payroll records or other financial records not related to Service fees invoiced to Customer.

10.11 California Labor Code Requirements. Workday is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the services are 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, Workday agrees to fully comply with such Prevailing Wage Laws, if applicable. Workday shall defend, indemnify and hold Customer, its elected 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. It shall be mandatory upon Workday and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages, employment of apprentices, hours of labor and debarment of contractors and subcontractors for work performed in California.

10.12 Verification of Employment Eligibility. By executing this Agreement, Workday verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

10.13 Equal Opportunity Employment. Workday represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of, as applicable under the law of the jurisdiction where employment occurs, race, religion, color, national origin, ancestry, sex, age, or other interests protected by the State or Federal Constitutions. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

10.14 Limitation of Agreement. This Agreement is limited to and includes only the services and work described herein.

10.15 Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than Customer and Workday.

10.16 Severability. The unenforceability, invalidity, or illegality of provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid, or illegal.

10.17 Customer’s Right to Employ Other Consultants. Customer reserves its right to employ other entities in connection with this Agreement and other projects.

10. 18 Prohibited Interests. Workday represents that it has not employed nor retained any company or person, other than a bona fide employee working solely for Workday, to solicit or secure this Agreement. Further, Workday represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Workday, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this representation, Customer shall have the right to rescind this Agreement without liability. Upon Customer’s request, Workday will include the following statement on Order Forms that are not executed contemporaneously with this Agreement, “Workday represents that it has not employed nor retained any company or person, other than a bona fide employee working solely for Workday, to solicit or secure this Order Form.

Further, Workday represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide Resolution No. 2023-49
Exhibit "A"

46 Item7.
00391895.0 - Confidential

MAIN SUBSCRIPTION AGREEMENT

Main Subscription Agreement - City of Escondido
©2022 Workday v22.12 Page 10 of 13

employee working solely for Workday, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Order Form.”

10.19 Insurance. Workday will maintain during the entire Term of this Agreement, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A- VII authorized to do business in the jurisdictions where the Workday Services are to be performed. (a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation for the benefit of the Customer.
(b) Business Automobile Liability covering all vehicles that Workday owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident. (c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with limits no less than $2,000,000 per occurrence and $4,000,000 general aggregate. This policy shall name Customer as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a primary noncontributory endorsement for the benefit of the Customer. (d) Professional Liability (“Errors & Omissions”) policy(ies) to include Cyber coverage unless Cyber coverage is in the Crime policy with a limit of no less than $10,000,000 per occurrence and in the aggregate. (e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate. (f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here).

Upon Customer's request, Workday agrees to deliver to Customer a certificate(s) of insurance evidencing the coverage specified in this Section. Workday will be solely responsible for any deductible or self -insurance retentions. Such insurance coverage will be primary and any other valid insurance existing will be in excess of such primary insurance policies. The required insurance coverage and limits of liability set forth above shall not be construed as a limitation or waiver of any potential liability of satisfaction of any indemnification/hold harmless obligation of Workday.

10.20 Workday SLA Service Credits. If, in any rolling six -month period, Workday fails to meet the monthly Service Availability or Service Response commitments described in the SLA (a “Failure”), Customer may request the following remedies no later than six months after the applicable Failure occurs: (1) a meeting to discuss possible corrective actions for the first Failure; (2) a 10% Service Credit for a second Failure; (3) a 20% Service Credit for a third Failure; and (4) a 30% Service Credit for a fourth Failure. In this Agreement, “Service Credit” means a credit equal to the stated percentage of the applicable monthly Subscription Fee for the affected Service. If there is a Failure in more than three months in any rolling six-month period, then within sixty (6 0) days of the most recent Failure, Customer may terminate the Agreement and Workday shall refund Customer any prepaid fees for the affected Service that was to be provided after the effective date of termination. Changes in Workday’s SLA minimum commitment as set forth in the SLA will not change the levels required to trigger service credits for Customer, which will remain as set forth in this Exhibit. However, Customer will receive the benefit of Workday’s efforts to provide improved SLA commitments.

11. Definitions.
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control by either party, or in the case of Customer, affiliate also means any special district or local government entity to which Customer provides payroll or human resources services. For purposes of the preceding sentence, "control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Resolution No. 2023-49
Exhibit "A"

47 Item7.
00391895.0 - Confidential

MAIN SUBSCRIPTION AGREEMENT

Main Subscription Agreement - City of Escondido
©2022 Workday v22.12 Page 11 of 13

“Agreement” means this Main Subscription Agreement, including the Workday Production Support and Service Level Availability Policy (as may be updated from time to time), any exhibits or attachments hereto, and any fully executed Order Form.

"Authorized Parties" means Customer’s Employees, employees of special districts or local government entities to which Customer provides payroll or human resources services, and third party providers authorized to access Customer’s Tenants and/or receive Customer Data by Customer (i) in writing, (ii) through the Service’s security designation, or (iii) by system integration or other data exchange process.

“Competitor” means any entity that may be reasonably construed as offering competitive functionality or services to those offered by Workday. If the parties cannot agree on whether an entity is a Competitor, then the opinion of three (3) financial analysts with adequate knowledge of the human resources and/or financials software and services industry (chosen by mutual agreement of the parties) commissioned at Workday’s sole expense, shall determine such.

"Confidential Information" means (a) any software utilized by Workday in the provision of the Service and its respective source code; (b) Customer Data; (c) each party’s business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know -how that is designated by the disclosing party as "confidential" or "proprietary" or the receiving party knows or should reasonably know is confidential or proprietary; and (d) the terms, conditions and pricing of this Agreement (but not its existence or parties).

"Customer Data" means the electronic data or information submitted by Customer or Authorized Parties to the Service.

“Customer Input” means suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Employees and Authorized Parties relating to the operation or functionality of the Service.

“Data Processing Exhibit” means the Universal Data Processing Exhibit , which may be updated by Workday from time to time subject to the restrictions in Section 10.8. The most current version may be found at https://www.workday.com/en - us/legal/contract-terms-and-conditions/index/exhibits.html.

“Documentation" means Workday’s electronic and hardcopy user guide for the Service, which may be updated by Workday from time to time.

"Employee" or “Worker” means employees, consultants, contingent workers, independent contractors, and retirees of Customer and its Affiliates whose active business record(s) are or may be managed by the Service and for which a subscription to the Service has been purchased pursuant to an Order Form. The number of permitted Employees will be as set forth in the applicable Order Form. Information related to former employees, consultants, contingent workers, independent contractors and retirees in the form of static, historical records may be maintained in the system but shall be excluded from the calculation of Employees unless self-service access to the record through the Service is provided to the individual.

“Improvements” means all improvements, updates, enhancements, error corrections, bug fixes, release notes, upgrades and changes to the Service and Documentation, as developed by Workday and made generally available for Production use without a separate charge to Customers.

“Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.

“Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to a respective party.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs.

"Order Form" means the separate ordering documents under which Customer subscribes to the Workday Service pursuant to this Agreement that have been fully executed by the parties.

Resolution No. 2023-49
Exhibit "A"

48 Item7.
00391895.0 - Confidential

MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement - City of Escondido
©2022 Workday v22.12 Page 12 of 13
“Production” means the Customer’s or an Employee’s use of or Workday’s written verification of the availability of the Service (i) to administer Employees; (ii) to generate data for Customer’s books/records; or (iii) in any decision support capacity.
“Security Exhibit” means the Workday Uni versal Security Exhibit, which may be updated by Workday from time to time subject to the restrictions in Section 10.8. The most current version may be found at https://www.workday.com/en- us/legal/contract-terms-and-conditions/index/exhibits.html. "Service" means Workday’s software-as-a-service applications and Improvements as described in the Documentation and subscribed to under and Order Form which includes their associated maintenance. For clarity, “Services” and “the Service” does not refer to other activities that Workday may perform under this Agreement such as training services or professional services.
“SLA” means the Workday Production Support and Service Level Availability Policy, attached hereto, which may be
updated by Workday from time to time subject to the restrictions in Section 10.8. The most current version may be found at
https://www.workday.com/en-us/legal/contract-terms-and-conditions/index/exhibits.html. "T
enant" means a uniqu e instance of th e Service, w ith a separat e set of customer dat a held by Workday i n a logically separated database (i.e., a database segregated through password-controlled access).

Resolution No. 2023-49
Exhibit "A"

49 Item7.
00391895.0 - Confidential

UNIVERSAL SECURITY EXHIBIT

©2019 Workday 19.5 Page 1 of 2
This Workday Universal Security Exhibit applies to the Covered Service and Covered Data. Capitalized terms used herein have the meanings given in the Agreement, including attached exhibits, that refers to this Workday Universal Security Exhibit.

Workday maintains a comprehensive, written information security program that contains administrative, technical, and physical safeguards that, taking into account the state of the art, the costs of implementation and the nature, scope, contex t and purposes of processing of Covered Data as well as the associated risks, are appropriate to (a) the type of information that Workday will store as Covered Data; and (b) the need for security and confidentiality of such information. Workday’s security program is designed to:
 Protect the confidentiality, integrity, and availability of Covered Data in Workday’s possession or control or to which Workday has access;
 Protect against any anticipated threats or hazards to the confidentiality, integrity, and availability of Covered Data;  Protect against unauthorized or unlawful access, use, disclosure, alteration, or destruction of Covered Data;  Protect against accidental loss or destruction of, or damage to, Covered Data; and  Safeguard information as set forth in any local, state or federal regulations by which Workday may be regulated.

Without limiting the generality of the foregoing, Workday’s security program includes:

1. Security Awareness and Training . Mandatory employee security awareness and training programs, which include:
a) Training on how to implement and comply with its information security program; and b) Promoting a culture of security awareness.

2. Access Controls . Policies, procedures, and logical controls:
a) To limit access to its information systems and the facility or facilities in which they are housed to properly authorized persons;
b) To prevent those workforce members and others who should not have access from obtaining access; and c) To remove access in a timely basis in the event of a change in job responsibilities or job status.

3. Physical and Environmental Security . Controls that provide reasonable assurance that access to physical servers at the data centers housing Covered Data is limited to properly authorized individuals and that environmental controls are established to detect, prevent and control destruction due to environmental extremes.

4. Security Incident Procedures . A security incident response plan that includes procedures to be followed in the event of any security breach of any application or system directly associated with the accessing, processing, storage or transmission of Covered Data.

5. Contingency Planning . Policies and procedures for responding to an emergency or other occurrence (for example, fire, vandalism, system failure, pandemic flu, and natural disaster) that could damage Covered Data or production systems that contain Covered Data.

6. Audit Controls . Technical or procedural mechanisms put in place to promote efficient and effective operations, as well as compliance with policies.

7. Data Integrity . Policies and procedures to ensure the confidentiality, integrity, and availability of Covered Data and to protect it from disclosure, improper alteration, or destruction.

8. Storage and Transmission Security . Security measures to guard against unauthorized access to Covered Data that is being transmitted over a public electronic communications network or stored electronically.

Resolution No. 2023-49
Exhibit "A"

50 Item7.
00391895.0 - Confidential

UNIVERSAL SECURITY EXHIBIT

©2019 Workday 19.5 Page 2 of 2

9. Secure Disposal . Policies and procedures regarding the secure disposal of tangible property containing Covered Data, taking into account available technology so that such data cannot be practicably read or reconstructed.

10. Assigned Security Responsibility . Assigning responsibility for the development, implementation, and maintenance of its information security program, including:
a) Designating a security official with overall responsibility; and b) Defining security roles and responsibilities for individuals with security responsibilities.

11. Testing . Regularly testing the key controls, systems and procedures of its information security program to validate that they are properly implemented and effective in addressing the threats and risks identified.

12. Monitoring . Network and systems monitoring, including error logs on servers, disks and security events for any potential problems. Such monitoring includes:
a) Reviewing changes affecting systems handling authentication, authorization, and auditing; b) Reviewing privileged access to Workday production systems processing Covered Data; and c) Engaging third parties to perform network vulnerability assessments and penetration testing on a regular basis.

13. Change and Configuration Management . Maintaining policies and procedures for managing changes Workday makes to production systems, applications, and databases processing Covered Data. Such policies and procedures include:
a) A process for documenting, testing and approving the patching and maintenance of the Covered Service; b) A security patching process that requires patching systems in a timely manner based on a risk analysis; and c) A process for Workday to utilize a third party to conduct web application level security assessments. These assessments generally include testing, where applicable, for:
i) Cross-site request forgery
ii) Services scanning
iii) Improper input handling (e.g. cross-site scripting, SQL injection, XML injection, cross-site flashing) iv) XML and SOAP attacks
v) Weak session management
vi) Data validation flaws and data model constraint inconsistencies vii) Insufficient authentication
viii) Insufficient authorization

14. Program Adjustments . Workday monitors, evaluates, and adjusts, as appropriate, the security program in light of:
a) Any relevant changes in technology and any internal or external threats to Workday or the Covered Data; b) Security and data privacy regulations applicable to Workday; and c) Workday’s own changing business arrangements, such as mergers and acquisitions, alliances and joint ventures, outsourcing arrangements, and changes to information systems.

Resolution No. 2023-49
Exhibit "A"

51 Item7.
00391895.0 – Confidential

UNIVERSAL DATA PROCESSING EXHIBIT

Workday Universal Data Processing Exhibit – City of Escondido ©2022 Workday (UDPE Global v22.5) Page 1 of 11
This Universal Data Processing Exhibit is an exhibit to the Agreement between Workday and Customer and sets forth the obligations of the parties regarding the Processing of Personal Data pursuant to such Agreement.

1. Definitions
Unless otherwise defined below, all capitalized terms have the meaning given within the applicable Agreement and/or exhibits thereto.
“Agreement” means the MSA, the Professional Services Agreement, and Order Forms, including any exhibits or attachments applicable to the Covered Service.
“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations.
“Covered Data” means (i) Customer Data, (ii) Professional Services Data, and (iii) any other electronic data or information submitted by or on behalf of Customer to a Covered Service. “Covered Service” means (i) any Service provided under an Order Form that specifically refers to this DPE, and/or, (ii) any Professional Services.
“Customer Audit Program” means Workday’s optional, fee-based customer audit program as described in the Customer Audit Program Order Form for Covered Services. “Data Controller” or “Controller” means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
“DPE” means this Universal Data Processing Exhibit including any appendices, annexures or documents incorporated by reference.
“Data Processor” or “Processor” means the entity which Processes Personal Data on behalf of the Data Controller, including as applicable any “service provider” as that term is defined by the CCPA. “Data Protection Laws” means all data protection laws applicable to the Processing of Personal Data under this DPE, including local, state, national and/or foreign laws, treaties, and/or regulations, including without limitation the GDPR, and implementations of the GDPR into national law, and CCPA, in each case as may be amended or superseded from time to time.
“Data Subject” means the person to whom the Personal Data relates. “Europe” or “European” means the European Economic Area (“EEA”), the United Kingdom (“UK”), and Switzerland. “GDPR” means either or both the (i) General Data Protection Regulation (EU) 2016/679 (" EU GDPR"), and (ii) the EU GDPR as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (" UK GDPR") as the context may require.
“Personal Data” means any Covered Data that relates to an identified or identifiable natural person. “Personal Data Breach” means (i) a ‘personal data breach’ as defined in the GDPR affecting Personal Data, and (ii) any Security Breach affecting Personal Data.
“Processing” or “Process” means any operation or set of operations performed on Personal Data or sets of Personal Data, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining, restricting, erasing or destroying.
“Professional Services” means the professional or consulting services provided to Customer under a Professional Services Agreement.
“Professional Services Agreement” means any agreement between the parties for the provision of consulting or professional services, including but not limited to the following agreements or terms: the Professional Services Resolution No. 2023-49
Exhibit "A"

52 Item7.
00391895.0 – Confidential

UNIVERSAL DATA PROCESSING EXHIBIT

Workday Universal Data Processing Exhibit – City of Escondido ©2022 Workday (UDPE Global v22.5) Page 2 of 11
Agreement, the Delivery Assurance terms, the Professional Services Addendum, and/or the Consulting and Training Addendum and Amendment.
“Professional Services Data ” means electronic data or information that is provided to Workday under a Professional Services Agreement for the purpose of being input into a Service, or Covered Data accessed within or extracted from the Customer’s tenant or instance to perform the Professional Services. “Restricted Country” means: (i) where the EU GDPR applies, a country outside of the EEA which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, a country outside the UK which is not based on adequacy regulations pursuant to Section 17A of the UK Data Protection Act 2018 as amended or replaced (“UK DPA”); and (iii) where the Swiss Federal Act on Data Protection of June 19, 1992 as amended or replaced (“Swiss FADP”) applies, a country outside Switzerland which has not been recognized to provide an adequate level of protection by the Federal Data Protection and Information Commissioner. "Restricted Transfer" means: (i) where the EU GDPR applies, a transfer of Personal Data from the EEA to a Restricted Country; (ii) where the UK GDPR applies, a transfer of Personal Data from the UK to a Restricted Country; and (iii) where the Swiss FADP applies, a transfer of Personal Data from Switzerland to a Restricted Country. “SCCs” means (i) where the EU GDPR applies, the standard contractual clauses annexed to the European Commission’s Implementing Decision 2021/914 of 4 Ju ne 2021 for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (" EU SCCs"); and (ii) where the UK GDPR applies, the “International Data Transfer Addendum to the EU Commission Standard Contractual Clauses” issued by the Information Commissioner under s.119A(1) of the UK DPA ("UK Addendum"). “Subprocessor” means a Workday Affiliate or third-party entity engaged by Workday or a Workday Affiliate as a Data Processor under this DPE.
“Subprocessor List” means the subprocessor list identifying the Subprocessors that are authorized to Process Personal Data, accessible through Workday’s website (currently located at https://www.workday.com/en- us/legal/subprocessors.html).
“Workday BCRs” or “BCRs” means Workday’s Processor Binding Corporate Rules. The Workday BCRs are accessible through Workday’s website (currently located at https://www.workday.com/en-us/why-workday/security-trust.html ).

2. Processing Personal Data

2.1 Scope and Role of the Parties. This DPE applies to the Processing of Personal Data by Workday to provide the Covered Service. For the purposes of this DPE, Customer is the Data Controller and Workday is the Data Processor, except when Customer acts as a Data Processor of Personal Data, in which case Workday is a subprocessor.

2.2 Instructions for Processing. Workday shall Process Personal Data in accordance with Customer’s documented instructions. Customer instructs Workday to Process Personal Data to provide the Covered Service in accordance with the Agreement (including this DPE) and as further specified via Customer’s use of the Covered Service. Customer may provide additional instructions to Workday to Process Personal Data, however Workday shall be obligated to perform such additional instructions only if they are consistent with the terms and scope of the Agreement and this DPE. To the extent the CCPA applies to Personal Data, Workday will not (i) Sell Personal Data, nor (ii) retain, use or disclose Personal Data for any purpose other than to provide the Covered Services in accordance with the Agreement. The Term “Sell” shall have the meaning set forth in the CCPA.

2.3 Compliance with Laws. Workday shall comply with all Data Protection Laws applicable to Workday in its role as a Data Processor Processing Personal Data. Customer shall comply with all Data Protection Laws applicable to Customer as a Data Controller and shall obtain all necessary consents, and provide all necessary notifications, to Data Subjects to enable Workday to carry out lawfully the Processing contemplated by this DPE. Customer shall ensure that any instruction it issues to Workday complies with applicable Data Protection Laws. Workday shall inform Customer without undue delay if, in its reasonable opinion, an instruction issued by Customer violates applicable European Data Protection Laws.

Resolution No. 2023-49
Exhibit "A"

53 Item7.
00391895.0 – Confidential

UNIVERSAL DATA PROCESSING EXHIBIT

Workday Universal Data Processing Exhibit – City of Escondido ©2022 Workday (UDPE Global v22.5) Page 3 of 11

3. Subprocessors

3.1 Use of Subprocessors. Customer hereby agrees and provides a general authorization that Workday and Workday Affiliates may engage Subprocessors. Workday or the relevant Workday Affiliate engaging a Subprocessor shall ensure that such Subprocessor has entered into a written agreement that is no less protective than this DPE. Workday shall be liable for the acts and omissions of any Subprocessors to the same extent as if the acts or omissions were performed by Workday.

3.2 Notification of New Subprocessors. Workday shall make available to Customer a Subprocessor List and provide Customer with a mechanism to obtain notice of any updates to the Subprocessor List. At least thirty (30) days prior to authorizing any new Subprocessor to Process Personal Data, Workday shall provide notice to Customer by updating the Subprocessor List.

3.3 Subprocessor Objection Right. This Section 3.3 shall apply only where and to the extent that Customer is established within Europe or where otherwise required by Data Protection Laws applicable to Customer. In such event, if Customer objects on reasonable grounds relating to data protection to Workday’s use of a new Subprocessor then Customer shall promptly, and within fourteen (14) days following Workday’s notification pursuant to Section 3.2 above, provide written notice of such objection to Workday. Should Workday choose to retain the objected-to Subprocessor, Workday will notify Customer at least fourteen (14) days before authorizing the Subprocessor to Process Personal Data and Customer may terminate the relevant portion(s) of the Covered Service within thirty (30) days. Upon any termination by Customer pursuant to this Section, Workday shall refund Customer any prepaid fees for the terminated portion(s) of the Covered Service that were to be provided after the effective date of termination.

4. Data Subject Rights

4.1 Assistance with Data Subject Requests. Workday will, in a manner consistent with the functionality of the Covered Service and Workday’s role as a Data Processor, provide reasonable support to Customer to enable Customer to respond to Data Subject requests to exercise their rights under applicable Data Protection Laws (“Data Subject Requests”).

4.2 Handling of Data Subject Requests. For the avoidance of doubt, Customer is responsible for responding to Data Subject Requests. If Workday receives a Data Subject Request or other complaint from a Data Subject regarding the Processing of Personal Data, Workday will promptly forward such request or complaint to Customer, provided the Data Subject has given sufficient information for Workday to identify Customer.

5. Workday Personnel
Workday shall require screening of its personnel who may have access to Personal Data and shall require such personnel (i) to Process Personal Data in accordance with Customer’s instructions as set forth in this DPE, (ii) to receive appropriate training on their responsibilities regarding the handling and safeguarding of Personal Data; and (iii) to be subject to confidentiality obligations which survive their termination of employment.

6. Personal Data Breach
If Workday becomes aware of a Personal Data Breach, it shall without undue delay notify Customer in accordance with the Security Breach provisions of the MSA. Workday shall take appropriate measures to address and mitigate the adverse effects of the Personal Data Breach. To the extent Customer requires additional information from Workday to meet its Personal Data Breach notification obligations under applicable Data Protection Laws, Workday shall provide reasonable assistance to provide such information to Customer taking into account the nature of Processing and the information available to Workday.

7. Security of Processing
Workday shall implement and maintain appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data as described in the Universal Security Exhibit.

Resolution No. 2023-49
Exhibit "A"

54 Item7.
00391895.0 – Confidential

UNIVERSAL DATA PROCESSING EXHIBIT

Workday Universal Data Processing Exhibit – City of Escondido ©2022 Workday (UDPE Global v22.5) Page 4 of 11

8. Audit
Customer agrees that, to the extent applicable, Workday’s then -current SOC 1 and SOC 2 audit reports (or comparable industry-standard successor reports) and/or Workday’s ISO certifications will be used to satisfy any audit or inspection requests by or on behalf of Customer, and Workday shall make such reports available to Customer. If Customer requires additional information, including information necessary to demonstrate compliance with this DPE, or an audit related to the Covered Service, such i nformation and/or audit shall be made available in accordance with Workday’s Customer Audit Program.

9. Return and Deletion of Personal Data
Upon termination of the Covered Service, Workday shall return and delete Personal Data in accordance with the relevant provisions of the Agreement.

10. Transfers of European Personal Data

10.1 Transfer Safeguards .

The transfer safeguards listed below shall apply to all Restricted Transfers.

10.2 BCRs. For the Covered Services identified in Addendum B, the Workday BCRs apply to the Processing of Personal Data of a Customer or Customer Affiliate established in the EEA. In this event, all provisions of the Workday BCRs are incorporated by this reference and shall be binding and enforceable for Customer according to Section 1.4 of the Workday BCRs as if they were set forth in this DPE in their entirety. If any conflict or inconsistency arises between thi s DPE and the Workday BCRs, the Workday BCRs shall prevail.

10.3 Processor- to-Processor SCCs. Where Workday is located within Europe, Workday has implemented and complies with the SCCs for any Restricted Transfers of Personal Data from Workday (as “data exporter”) to Subprocessors (as “data importers”).

10.4 Controller- to-Processor SCCs. Where Workday is located in a Restricted Country, the SCCs will apply to any Restricted Transfers from Customer (as “data exporter”) to Workday (as “data importer”) as follows:

10.4.1 EU Personal Data. In relation to Personal Data protected by the EU GDPR, the EU SCCs will apply completed as follows:
(i) Module 2 applies unless the Customer is a Processor in which case Module 3 applies; (ii) in Clause 7, the optional docking clause will not apply; (iii) in Clause 9, Option 2 will apply, and the time period for prior notice of subprocessor changes will be in accordance with the notification process set out in Section 3.2 of this DPE; (iv) in Clause 11, the optional redress language will not apply; (v) in Clause 17, Option 1 will apply, and the EU SCCs will be governed by the law specified in the MSA, provided that law is an EEA Member State law recognizing third party beneficiary rights, otherwise, the laws of Ireland apply; (vi) in Clause 18(b), disputes shall be resolved before the courts specified in the MSA, provided these courts are located in an EAA Member State, otherwise those courts shall be the courts of Ireland; (vii) Annex I of the EU SCCs shall be deemed completed with the information set out in Annex I to this DPE; and (viii) Annex II of the EU SCCs shall be deemed completed with the information set out in Annex II to this DPE.

10.4.2 UK Personal Data. In relation to Personal Data protected by the UK GDPR ( “UK Personal Data”) , the UK Addendum will apply as follows:
(i) the EU SCCs, completed as set out in Section 10.4.1 above, shall also apply to transfers of UK Personal Data; Resolution No. 2023-49
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(ii) the UK Addendum shall be deemed executed (and incorporated by this reference) between the transferring Customer and Workday, and the EU SCCs shall be deemed amended as specified by Part 2 (Mandatory Clauses) of the UK Addendum in respect of the transfer of UK Personal Data; (iii) Tables 1 to 3 of the UK Addendum shall be deemed completed with relevant information from within this DPE and the EU SCCs, completed as set out in Section 10.4.1 above;
(iv) the start date of the UK Addendum (as set out in Table 1) shall be the effective date of this DPE; and (v) Table 4 of the UK Addendum shall be deemed completed “neither party”.

10.4.3 Swiss Personal Data. In relation to Personal Data protected by the Swiss FADP, the EU SCCs will apply amended and adapted as follows:
(i) the Swiss Federal Data Protection and Information Commissioner is the exclusive supervisory authority; (ii) the term "member state" must not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18; and (iii) references to the GDPR in the EU SCCs shall also include the reference to the equivalent provisions of the Swiss FADP.

10.4.4 Clarifications. The SCCs will be subject to the following clarifications:
(i) Workday will allow Customer to conduct audits as described in the SCCs in accordance with Section 8 of this DPE. (ii) Customer consents to Workday appointing Subprocessors in accordance with Section 3 of this DPE, and Customer may exercise its right to object to Subprocessors under the SCCs in the manner set out in Section 3. (iii) Workday shall return and delete Customer’s data in accordance with Section 9 of this DPE. (iv) Customer agrees that any assistance that Workday provides to Customer under the SCCs shall be provided through the Customer Audit Program.
(v) Nothing in this Section 10.4 of this DPE varies or modifies the SCCs nor affects any supervisory authority’s or Data Subject’s rights under the SCCs. If any provision of this DPE contradicts, directly or indirectly, the SCCs, the SCCs shall prevail.

11. Additional European Terms

11.1 Description of Processing. The agreed subject-matter, the nature, purpose and duration of data processing, the types of Personal Data and categories of Data Subjects are set forth in Addendum A to this DPE.

11.2 Data Protection Impact Assessments (“DPIA(s)”) and Prior Consultations. Customer agrees that, to the extent applicable, Workday’s then -current SOC 1 and SOC 2 audit reports (or comparable industry-standard successor reports) and/or Workday’s ISO certifications will be used to carry out Customer’s DPIAs and prior consultations, and Workday shall make such reports available to Customer. To the extent Customer requires additional assistance to meet its obligations under GDPR Article 35 and 36 to carry out a DPIA and prior consultation with the competent supervisory authority related to Customer’s use of the Covered Service, Workday will, taking into account the nature of Processing and the information available to Workday, provide such assistance to Customer through the Customer Audit Program.

12. General Provisions

12.1 Customer Affiliates. Customer is responsible for coordinating all communication with Workday on behalf of its Affiliates with regard to this DPE. Customer represents that it is authorized to enter into this DPE and any SCCs entered into under this DPE, issue instructions, and make and receive any communications or notifications in relation to this DPE on behalf of its Affiliates.

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12.2 Termination. The term of this DPE will end simultaneously and automatically at the later of (i) the termination of the Agreement or, (ii) when all Personal Data is deleted from Workday’s systems.

12.3 Conflict. This DPE is subject to the non-conflicting terms of the Agreement. With regard to the subject matter of this DPE, if inconsistencies between the provisions of this DPE and the Agreement arise, the provisions of this DPE shall prevail with regard to the parties’ data protection obligations.

12.4 Customer Affiliate Enforcement. Customer’s Affiliates may enforce the terms of this DPE directly against Workday, subject to the following provisions:
i. Customer will bring any legal action, suit, claim or proceeding which that Affiliate would otherwise have if it were a party to the Agr eement (each an “ Affiliate Claim ”) directly against Workday on behalf of such Affiliate, except where the Data Protection Laws to which the relevant Affiliate is subject require that the Affiliate itself bring or be party to such Affiliate Claim; and ii. for the purpose of any Affiliate Claim brought directly against Workday by Customer on behalf of such Affiliate in accordance with this Section, any losses suffered by the relevant Affiliate may be deemed to be losses suffered by Customer.

12.5 Remedies. Customer’s remedies (including those of its Affiliates) with respect to any breach by Workday, its Affiliates and Subprocessors of the applicable terms of this DPE, and the overall aggregate liability of Workday and its Affiliates arising out of, or in connection with the Agreement (including this DPE) will be subject to any aggregate limitation of liability that has been agreed between the parties under the Agreement.

12.6 Miscellaneous. The section headings contained in this DPE are for reference purposes only and shall not in any way affect the meaning or interpretation of this DPE.

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ADDENDUM A
Description of Processing

ANNEX I
A. LIST OF PARTIES
Data exporter
Data exporter: Customer

Contact details: The individuals designated as named contacts by Customer in Customer’s account

Relevant activities: Use of Workday’s enterprise cloud applications.

Signature and Date: By entering into the Agreement, data exporter is deemed to have signed these SCCs incorporated herein as of the effective date of the Agreement.

Data exporter role: The data exporter’s role is set forth in the DPE.

Data importer
Data importer: Workday

Contact details: Workday Privacy Team,
[email protected]

Relevant activities: Provide and support enterprise cloud applications, including human resource and financial management.

Signature and Date: By entering into the Agreement, data importer is deemed to have signed these SCCs incorporated herein as of the effective date of the Agreement.

Data importer role: Processor

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B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred

1. Customer’s job applicants, candidates, current and former employees and other workers, as well as related persons.

2. Employees or c ontact persons of Customer’s prospects, customers, business partners and suppliers.

Categories of personal data transferred
Customer determines the categories of personal data processed within Covered Services subscribed to. Typically, the transferred personal data will include the categories of data identified below:

1. Applicants, employees and other workers: Name; contact information (including home and work address; home and work telephone numbers; mobile telephone numbers; web address; instant messenger; home and work email address); marital status; citizenship information; visa information; national and governmental identification information; drivers’ license information; passport information; banking details; military service information; date of birth and birth place; gender; employee identification information; education, language(s) and special competencies; certification information; probation period and employment duration information; job or position title; business title; job type or code; business site; company, supervisory, cost center and region affiliation; work schedule and status (full-time or part-time, regular or temporary); compensation and related information (including pay type and information regarding raises and salary adjustments); payroll information; allowance, bonus, commission and stock plan information; leave of absence information; employment history; work experience information; information on internal project appointments; accomplishment information; training and development information; award information; membership information.

2. Related persons: Name and contact information of dependents or beneficiaries (including home address; home and work telephone numbers; mobile telephone numbers); date of birth; gender; emergency contacts; beneficiary information; dependent information.

3. Prospects, customers, business partners and suppliers: Name and contact information (including work address; work telephone numbers; mobile telephone numbers; web address; instant messenger; work email address); business title; company.

4. Learners: Name and contact information (including work address; work telephone numbers; mobile telephone numbers; instant messenger; work email address); business title; company; enrollment information, including completion of courses, exam results and feedback provided.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

Unless otherwise agreed, the transferred Personal Data may comprise special categories of personal data, such as ethnicity, religious beliefs, trade union membership information and health data (employee sick leave, disability information). Taking into consideration the nature of the data and the risk of varying likelihood and severity for the rights and freedoms of natural persons, Workday has implemented the technical and organizational measures as described in Annex II, including specialized training of staff and system access logs, to ensure an appropriate level of protection for such sensitive data.

Frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis) Transfers will be made on a continuous basis.

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Nature of the processing
Workday acts as a processor for the Personal Data Customer submits electronically into Workday’s enterprise cloud applications or provides to Workday in connection with a Professional Services engagement.

1. Processing Personal Data to set up, operate, maintain and support the enterprise cloud applications

2. Storage of Personal Data in secure data centers

3. Provision of Professional Services

Purpose(s) of the data transfer and further processing
Provide and support enterprise cloud applications, including human resource and financial management.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
Personal data will be retained for the duration of the Agreement in accordance with DPE Section 12.2t.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing The subject matter and duration of the processing is outlined above within this Annex. The nature of the specific sub- processing services are further particularized within the Subprocessor List (currently located at:
https://www.workday.com/en-us/legal/subprocessors.html).

C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13 The competent supervisory authority determined in accordance with Clause 13 of the EU SCCs unless required otherwise by DPE Sections 10.4.2 (UK Personal Data) and 10.4.3 (Swiss Personal Data).

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ANNEX II
Technical and Organizational Measures
The technical and organizational measures set forth in the Security Exhibit have been implemented by the data importer to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

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ADDENDUM B
BCR Covered Services

Covered Service Applicable SKU Names
HCM/FIN/ANALYTICS Human Capital Management, Cloud Connect for Benefits, Workday Payroll, Cloud Connect for Third Party Payroll, Time Tr acking, Recruiting, Learning (excluding Media Cloud), Learning for Extended Enterprise, Core Financials, Expenses, Procurement, Inventory, Grants Management, Projects, Projects Billing, Workday Prism Analytics and Student
Workday Adaptive Planning Workday Adaptive Planning SKUs, such as Planning & Analytics, Workforce Planning, Financial Planning, Sales Planning, Operational Planning, however defined in the applicable order form.

Workday Extend Workday Cloud Platform

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©2023 Workday v23.3 Page 1 of 22
Order Form to MSA with City of Escondido
ORDER FORM 00373688.0
Customer Name City of Escondido
Workday Entity
Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
MSA Effective Date See MSA executed herewith
Order Effective Date The later of the dates of the parties’ signatures on the Signature Document Order Term April 21, 2023 through April 20, 2038
Currency USD
Total Subscription Fee 8,613,604
Tenant Base Name escondido

Payment Schedule Table
Payment # Payment Due Date

Payment Amount
1 Due in accordance with the MSA, invoiced upon Order Effective Date
140,490
2 Due on First anniversary of the Order Term start date 201,486 3 Due on Second anniversary of the Order Term start date 426,025 4 Due on Third anniversary of the Order Term start date 434,549 5 Due on Fourth anniversary of the Order Term start date 609,026 6 Due on Fifth anniversary of the Order Term start date 621,204 7 Due on Sixth anniversary of the Order Term start date 633,630 8 Due on Seventh anniversary of the Order Term start date 646,302 9 Due on Eighth anniversary of the Order Term start date 659,227 10 Due on Ninth anniversary of the Order Term start date 672,412 11 Due on Tenth anniversary of the Order Term start date 685,860 12 Due on Eleventh anniversary of the Order Term start date 699,579 13 Due on Twelfth anniversary of the Order Term start date 713,566 14 Due on Thirteenth anniversary of the Order Term start date 727,843 15 Due on Fourteenth anniversary of the Order Term start date 742,405 Total Payment Amount 8,613,604
For the avoidance of doubt, the Payment Schedule Table will be used for invoicing purposes.

Subscription Fees Table
Subscription
Period
Date Range Subscription Fee
1 April 21, 2023 through April 20, 2024 140,490
2 April 21, 2024 through April 20, 2025 201,486
3 April 21, 2025 through April 20, 2026 426,025
4 April 21, 2026 through April 20, 2027 434,549
5 April 21, 2027 through April 20, 2028 609,026
6 April 21, 2028 through April 20, 2029 621,204
7 April 21, 2029 through April 20, 2030 633,630
8 April 21, 2030 through April 20, 2031 646,302
9 April 21, 2031 through April 20, 2032 659,227
10 April 21, 2032 through April 20, 2033 672,412
11 April 21, 2033 through April 20, 2034 685,860
12 April 21, 2034 through April 20, 2035 699,579
13 April 21, 2035 through April 20, 2036 713,566
14 April 21, 2036 through April 20, 2037 727,843
15 April 21, 2037 through April 20, 2038 742,405
Total Subscription Fee 8,613,604
The Subscription Fees Table provides the Subscription Fees for each applicable Subscription Period. The Subscription Fee for Subscription Period 2 onwards includes a capped Innovation Index of 2.0% (as defined in the Resolution No. 2023-49
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Additional Definitions Section below). During the initial Term, any increases due to CPI (also defined below) are waived. Customer understands that the Subscription Fees above reflects Customer’s planned phased deployment, and any adjustment to the deployment timeline will not result in changes to the Payment Schedule or Subscription Fees.

Subscription Rights Table
SKU Service Pricing
Metric
Annual Subscription Rights
PLNF Financial Planning FSE* Full Enterprise
PPLA People Analytics FSE* Full Enterprise
TLO Talent Optimization FSE* Full Enterprise
CHCM Core Human Capital Management FSE* Full Enterprise CCB Cloud Connect for Benefits FSE* Full Enterprise
USP** Payroll for United States FSE* United States-based Employees only LRN Learning FSE* Full Enterprise
MCNF Media Cloud - No Fee FSE* Full Enterprise
REC Recruiting FSE* Full Enterprise
GM Grants Management FSE* Full Enterprise
PRJT Projects FSE* Full Enterprise
PRO Procurement FSE* Full Enterprise
MSG Messaging Messages Up to 100,000 outbound and inbound messages
CCLRN Cloud Connect for Learning FSE* Full Enterprise
HLP Help FSE* Full Enterprise
JRNY Journeys FSE* Full Enterprise
SRCESS Strategic Sourcing Essentials Flat Fee Up to 10 Users CE Candidate Engagement FSE* Full Enterprise
EMPVCE Peakon Employee Voice FSE* Full Enterprise
EXP Expenses FSE* Full Enterprise
FIN Core Financials FSE* Full Enterprise
TT Time Tracking FSE* Full Enterprise
PRA Prism Analytics Enterprise FSE* Full Enterprise with up to 20 million Published Data Rows at any time for
each Tenant
*For Pricing Metric details see the Full-Service Equivalent (“FSE”) Count Table below. **Customer agrees that the number of FSE Workers for all Workday Payroll applications and CCTPP will always be equal to the total number of FSE Workers for HCM minus Contingent Workers.

Full-Service Equivalent (“FSE”) Count Table
FSE Population Category Baseline FSE Count
Full Enterprise 792
United States-based Employees 792

Named Support Contacts Table
Number of Named Support Contacts* 6
*Named Support Contacts are the contacts that may request and receive support services from Workday and must be trained on the Workday product(s) for which they initiate support requests.

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Customer Contact Information
Billing, In Care of Customer Support Subscriptions Contact Contact Name Rob Van De Hey Rob Van De Hey Rob Van De Hey Street Address
City/Town,
State/Region/County,
Zip/Post Code,
Country
201 N Broadway
Escondido
California
92025
United States
201 N Broadway
Escondido
California
92025
United States
201 N Broadway
Escondido
California
92025
United States
Phone/Fax # 760-839-6213 760-839-6213 760-839-6213
Email (required) [email protected] [email protected] [email protected]

For customers based in the U.S., certain portions of the Service included in this Order Form can be used with optional downloadable software components (“Downloadable Components”). Any applicable tax for Downloadable Components will be separately presented on the invoice based on a valuation attributed to the Downloadable Components. As of the effective date of this Order Form, there is no value attributed to any of the Downloadable Components.

This Order Form is subject to and governed by the MSA. In the event o f a conflict, the provisions of this Order Form take precedence over the MSA and its exhibits and attachments. The parties further agree to the terms in the following Additional Terms and Conditions Addendum(s): Planning, Peakon, Learning, Media Cloud, Innovation Services, Strategic Sourcing, located at https://www.workday.com/en-us/legal/contract-terms-and- conditions/index.html. Any Service SKU described in this Order Form is a Covered Service under the Workday Universal DPE and Workday Universal Security Exhibit. All remittance advice and invoice inquiries shall be directed to [email protected].

THE VALIDITY OF THIS ORDER FORM IS CONDITIONED ON WORKDAY RECEIVING A FULLY SIGNED COPY OF THIS ORDER FORM NO LATER THAN NOON PACIFIC TIME ON APRIL 21 , 2023 (“Dead line”).

Notwithstanding the foregoing, Workday reserves the right to accept an Order Form signed after the Deadline in Workday’s sole discretion and will provide confirmation of its acceptance by adding its initials on the Order form after the Deadline if it deems fit.

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ADDITIONAL ORDER FORM TERMS ADDENDUM

1. General.

Unless otherwise defined herein, capitalized terms used in this Order Form have the same meaning as set forth in the MSA. The Total Subscription Fee is based on the maximum indicated in the Subscription Rights Table and any use in excess of such maximum(s) indicated will be subject to the Growth and Expansion section herein. Subscription Rights limits may not be decreased during the Order Term.

2. FSE Metric Calculation and Worker Category Definitions.

The total FSE Count is calculated by categorizing each Worker to one of the Worker Categories below, multiplying the applicable number of Workers by the Applicable Percentage, and then adding the FSE Count for each Worker Category.

FSE Calculation Table:

Worker Category Total Workers Applicable
Percentage
FSE Count
Full Time Employees 744 100.0% 744
Part-Time Employees 189 25.0% 48
Associates 0 12.5% 0
Former Workers with Access 0 2.5% 0
Total FSE Count: 933 792
The Service may be used by Customer only for the Worker Categories listed above and as defined below.

“Full-Time Employee” is an employee of Customer regularly scheduled for more than twenty hours per week regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive employee benefits in accordance with Customer’s internal standard practices. A Full -Time Employee will be considered non-temporary if they are hired to work for a period of more than 3 months in a given year.

“Part-Time Employee” is an employee of Customer regularly scheduled for twenty hours per week or less regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive employee benefits in accordance with Customer’s internal standard practices. A Part -Time Employee will be considered non-temporary if they are hired to work for a period of more than 3 months in a given year.

"Associate” is an individual not counted as a Full -Time or Part -Time Employee but in one of the following categories: temporary employees, independent contractors and affiliated non -employees including, but not limited to, volunteers and vendors whose Active Records are in the Service.

“Former Worker with Access” is a former worker that continues to have access to the Service through the Employee Self-Service features. Former Workers with Access are only included in the Subscription Rights for the Human Capital Management Service.

Former Workers with Static Records shall be excluded from the FSE calculation but may continue to be maintained in the Service. “ Static Records” are records in the Service for workers with whom Customer has no further relationship and to whom Customer does not provide self -service access. Static Records include former worker records used solely for historical reference. All other worker records are “ Active Records”.

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3. Additional Metric Definition(s).

MSG Messages

SRCESS User

PRA Published D ata Rows

Additional Metric Definition Table
MSG
Messages
SRCESS
User
PRA
Published D ata Rows

Metric Definition
MSG Messages Text messages sent or received by recipient.

SRCESS Users User An individual authorized by Customer associated with a single, unique email address for purposes of accessing the Service.

PRA Published Data Rows The total number of data rows capable of being reported upon in Customer’s PRA data catalog. Workday will consider any published row that exceeds 1,000 characters as multiple data rows in 1,000-character increments. Published Data Rows are measured separately for each Tenant.

PRACU

Published Data Rows The total number of additional data rows capable of being reported on in Customer’s PRA data catalog. These data rows are in addition to Customer’s existing Published Data Row entitlements under Customer’s PRA subscription and any
other PRACU subscription(s). Workday will consider any
published row that exceeds 1,000 characters as multiple data rows in 1,000-character increments. Published Data Rows are measured separately for each Tenant.

4. Growth and Expansion.

A. Annual Reporting Obligation.

Customer will report to [email protected] no earlier than 90 days and no later than 60 days (“ Annual Reporting Period”) based on the number of Active FSE Worker Records and Additional Metrics provided below, as applicable, as of 90 days (“ Count Date ”) prior to each anniversary of the Order Term start date. Customer agrees to pay fees for any excess Subscription Rights at the Expansion Rates described below to cover the period from the annivers ary of the Order Term start date immediately following the Annual Reporting Period through the subsequent anniversary date (each a “ Reporting Cycle”). Customer understands that an order form will be required to document any annual fees due pursuant to this section in its entirety. Such order form must be executed no later than 30 days prior to each anniversary of the Order Term start date until the Renewal (as defined below), at which time the Annual Reporting Obligation will be incorporated into the Renew al Term.

a. FSE Metric Reporting.

Reporting for Active FSE Worker Records is based on the additional FSE Workers which are defined as any Active FSE Worker records exceeding the Baseline FSE Count.

FSE Expansion Table
SKU Annual FSE Expansion Rate
All Service SKU(s) with the FSE Pricing Metric in the
Subscription Rights Table unless stated otherwise
within this table
748.13
USP 68.97
CCB 27.59

b. Additional Metric Reporting.

Reporting for the following SKU(s) is based on the total cumulative number set forth in the Subscription Rights Table. For avoidance of doubt, if the first year is a partial year, reporting is based on Customer’s full annual entitlement outlined in the Subscription Rights Table.

Additional Metric Expansion Table:

SKU Additional Metric Increase Annual Expansion Rate for Additional Metric Increase
MSG Each increment of 50,000 Additional Text
Messages
4,000
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c. Additional Metric Reporting for Published Data Rows/User/Seat.

Reporting for the following SKU(s) is based on the highest daily number of Published Data Rows, Users or Seats, as applicable, for the 12 -month period preceding the Count Date. For avoidance of doubt, Customer understands the reporting for Year 1 is based on the 9-months preceding the Annual Reporting Period.

Additional Metric Expansion Table for Published Data Rows/User/Seat:

SKU Additional Metric Increase Annual Expansion Rate for Additional Metric Increase
SRCUSR Strategic Sourcing User (Additional) 5,000
PRACU Each increment of 10M Additional Published Data
Rows
20,000

B. Growth Event Reporting Obligation.

In addition to the Annual Reporting Obligation, if Customer exceeds any Subscription Rights by 5% or more (“Growth Event”) as a result of any one -time addition of Workers (e.g., M&A), Customer must report the excess Subscription Rights to [email protected] within 30 days of the Growth Event. Customer agrees to pay fees from the start date of the Growth Event through the subsequent anniversary date which will be documented under a separate order form.

5. Renewal.

Customer may renew its subscription for the Service by notifying Workday prior to the end of the Order Term and Workday will generate a new Order Form for a single three -year renewal term (“ Renewal Term ”) at the below pricing:

Renewal Table
Renewal Term Years Annual Renewal Subscription Fees
1st year of Renewal Term Base Subscription Fee x (1+ (5% Innovation Index + Renewal Term CPI)) 2nd year of Renewal Term Previous Year Subscription Fee x (1+ (5% Innovation Index + Renewal Term CPI))
3rd year of Renewal Term Previous Year Subscription Fee x (1+ (5% Innovation Index + Renewal Term CPI))

The “ Base Subscription Fee ” means the Subscription Fee for the final Subscription Period listed in the Subscription Fees Table. If the final Period is a partial year, Base Subscription Fee is the annualized value of the final Annual Period Subscription Fee. The Expansion Rates for the Renewal Term shall be increased by the same percentage as the Annual Renewal Subscription Fees per year in the Renewal T able. Fees for the Renewal Term are due by the first day of each corresponding year of the Renewal Term. Individual payments shall match the Annual Renewal Subscription Fee as defined in the Renewal Table above. If Customer wishes to procure any additional SKUs or Subscription Rights for a Renewal Term that are not included in the Base Subscription Fee, fees for those items will be in addition to the fees anticipated under this section.

6. Additional Definitions (as applicable).
“CPI” means the consumer pric e index established by the United States Department of Labor for All Urban Consumers, US City Average, All Items (change in annual average). “Renewal Term CPI ” means CPI established for the calendar year prior to the most recent February 1 preceding the Renewal Term, if a positive number.
“Innovation Index ” means the fixed annual rate of increase in Subscription Fees based on improved Service functionality and performance that is a result of Workday’s efforts and investment in product development and infrastructure.

7. Additional Scope of Use Terms.

Prism Analytics. Customer may import and utilize third party data (including any data services that Workday may make available to Customer) with PRA but only to the extent Customer has independently obtained all necessary rights and licenses to do so and Customer’s use o f such data is in compliance with such data provider’s terms of use and applicable Laws. PRA is not provided in a PCI compliant environment so it may not be Resolution No. 2023-49
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used for PCI data. Customer may monitor its own usage in PRA and manage Published Data Rows by unpublishing, filtering and republishing, or deleting data, in order to keep its usage of PRA below the Published Data Rows limits set forth above, or Customer may purchase additional Published Data Rows entitlements (set forth in the “ Growth and Expansion ” section above ). Workday reserves the right to monitor the number of Published Data Rows by Tenant used by Customer. Customer understands that if at any time Customer exceeds the Data Limit then Customer may experience reduced performance of the Tenant. “ Data Limit” for each Tenant is the sum of the Published Data Row entitlement as set forth in the “ Subscription Rights Table ” above for a particular Tenant and any additional current Published Data Row entitlements purchased by Customer.

8. Option to Acquire Additional Service SKUs
At any time within twenty-four (24) months of this Order Effective Date (the “ Option Expiration Date ”), Customer may acquire a subscription for the specific SKU(s) as set forth below. Any standard applicable terms for the SKU(s) acquired will apply. If Customer elects to exercise its option under this section, Customer must provide Workday with written notice by the Option Expiration Date. Workday will provide a separate Order Form, with an order term start date on or before the Option Expiration Date, which will be coterminous with this Order Form and will be used to formally document the subscription.

SKU Service Pricing
Metric
Subscription
Rights Annual Subscription Fee
XTND Extend Data Usage Up to 15GB per
year 30,674
SC Scheduling FSE Full Enterprise 15,688
*Customer understands that the Baseline FSE Worker Count stated for the Subscription Rights are subject to increase in accordance with the Growth and Expansion section herein.**Customer agrees that the number of FSE Workers for Payroll for all Workday Payr oll applications and Cloud Connect for Third Party Payroll will always be equal to the total number of FSE Workers for HCM minus Contingent Workers.

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WORKDAY SERVICE SKU DESCRIPTIONS ADDENDUM

Customer may only use the Service SKUs subscribed to as indicated in the body of this Order Form.

Service Description
Financial Planning Financial Planning provides the ability for Customer to create financial planning models for the purpose of supporting the financial planning process. Workers may interact with the financial planning model for the purposes of data entry, forecasting, reporting, and analysis.

People Analytics People Analytics is a pre-configured analytic application that uses augmented analytics to provide insights into a variety of workforce trends based on data in Workday. People Analytics has a standard data model and works on a defined set of Workday data sources. This SKU requires customers to maintain an active subscription to Innovation Services and opt-in to the corresponding Innovation Service.

Talent Optimization Talent Optimization includes talent and performance functionality (goals, development plans, employee performance reviews, talent and performance calibration, feedback, check-ins, succession, mentors and connections, competency management, talent pools, and talent matrix reports). Talent Optimization also includes features (if and when available) that enable organizations to optimize their workforce and workers to optimize their careers. It supports talent mobility by connecting an organization's workforce with internal opportunities matched to their skills, experience, and interests. It also guides workers and enables them to explore potential opportunities. This SKU requires customers to maintain an active subscription to Innovation Services and opt-in to the corresponding Innovation Service.

Core Human Capital Management Workday Core HCM supports an organization in organizing, staffing, paying, and developing its global workforce. Workday Core HCM includes global human resources management (workforce lifecycle management, organization management, worker profile, compensation, business asset tracking, absence, and employee benefits administration). Workday Core HCM includes connectors that facilitate integration to select Workday partners that provide capabilities including: recruiting, learning, time and attendance, and user account provisioning (LDAP/Active Directory).

Cloud Connect for Benefits Cloud Connect for Benefits extends Workday HCM by providing integration to a growing catalog of benefits providers, including: health insurance, health and flexible spending accounts, retirement savings plans, life insurance, AD&D insurance, and COBRA administrators.

Payroll for United States Workday Payroll for US supports the creation and management of Payroll for U.S. employees. Configure earnings, deductions, accumulations, and balances. Identify tax authorities each company wishes to withhold for.

Manage worker tax data, payment elections, involuntary withholding orders, and payroll input. Calculate, review/audit, and complete payrolls and settlement runs. Configure and calculate payroll commitments.

Workday Payroll includes connectors that facilitate integration to select Workday partners that provide capabilities, including: time and attendance, tax filing, check printing, and direct deposit.

Learning Workday Learning supports an organization in training and developing its workforce. This includes the ability to manage, organize and deliver learning content using Media Cloud, and to leverage Workday HCM data to create targeted learning campaigns. A variety of learning content is supported - including but not limited to video, packaged third-party content, and user-generated content. Workday Learning also offers the ability to manage certifications and instructor-led course enrollments, and to gather feedback and analytics relating to the learning experience.

Media Cloud - No Fee Workday Media Cloud is a media content management system that Resolution No. 2023-49
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consists of Workday's storage, encoding, caching, playback, streaming, and related service components as provided by Workday for customers of the Workday Service. A variety of learning content is supported by Med ia Cloud, including but not limited to video, packaged third-party content, and user-generated content.

Recruiting Workday Recruiting supports an organization in its talent acquisition process. It is designed to help hiring managers and recruiters identify, hire and onboard the right talent for their business. Workday Recruiting supports the hiring process, including pipeline management, requisition management, job posting distribution, interview management, offer management, as well as supports local data compliance and pre- employment activities. Workday Recruiting also offers hiring teams tools to proactively source, nurture and track internal and external prospective candidates throughout the recruiting process.

Grants Management Workday Grants Management enables organizations to administer and report on awards from the federal government, foundations, or other funding institutions. Workday Grants Management includes functionality to track and manage sponsors, awards, grants, and grant hierarchies. It also includes capabilities to calculate facilities and administration costs, and to bill and report to sponsors.

Projects Projects enables organizations to create and manage projects, initiatives, and other types of work. This includes the ability to build project plans and utilize project breakdown structures that include phases, tasks, and milestones as well as plan, staff, and track projects, capital projects, initiatives, and work efforts.

Procurement Workday Procurement includes procure to pay functionality to address spend for goods, contingent workers, and deliverable services. Manage suppliers, supplier contracts, requisitions, purchase and change orders, receipts, and goods and services sourcing. Maintain purchase items, catalogs, and a supplier portal. Track and analyze time, activity, and spend. Create receipt accruals for approved, but not yet invoiced receipts.

Workday Procurement includes connectors that facilitate integration to partners that provide capabilities, including: corporate card transactions, and support for 'punchout' to suppliers.

Messaging Messaging enables Customers to connect with their end users via text messaging communications, and provides a platform to manage messaging preferences, including opt-in/opt-out preferences. This SKU requires Customers to maintain an active subscription to Innovation Services and opt-in to the corresponding Innovation Service.

Cloud Connect for Learning Cloud Connect for Learning extends Workday Learning by providing integrations to third party content providers. This includes the ability to search third party learning course information, access learning courses, and, if and when available, track and retain records. This SKU requires an active subscription to Workday Learning. It also requires customers to maintain an active subscription to Innovation Services and opt in to the corresponding Innovation Service.

Help Help includes a knowledge base with features to create, maintain and manage organizational content, and a case management system with features to create, route and resolve human resources cases. This SKU requires customer to maintain an active subscription to Innovation Services and opt-in to the corresponding Innovation Service.

Journeys Journeys enables customers to surface content from inside and outside of Workday for employee milestone events (journey paths) and every day work activities (cards). This SKU requires customers to maintain an active subscription to Innovation Services and opt-in to the corresponding Innovation Service.

Strategic Sourcing Essentials Workday Strategic Sourcing supports organizations in sourcing goods and services from suppliers. Workday Sourcing Essentials Package includes Resolution No. 2023-49
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Sourcing Pipeline Platform, Sourcing SSO Integration, Sourcing API Connection Support, Sourcing RFx Engine, Sourcing eAuctions Platform, and Sourcing Dynamic Negotiations & Analytics (DNA). Supports unlimited stakeholders and suppliers. It also includes Workday Strategic Sourcing Customer Success Package.

Candidate Engagement Candidate Engagement enables recruiters to connect with and engage prospects and candidates through personalized experiences with campaigns and landing pages. This SKU requires customers to maintain an active subscription to Innovation Services and opt-in to the corresponding Innovation Services.

Peakon Employee Voice Workday Peakon Employee Voice provides organizations with the data required to surface granular insights around employee engagement, sentiment and inclusion, capturing real-time feedback across the organization. Workday Peakon Employee Voice delivers timely and relevant questions to your workforce and delivers data insights across the entire employee lifecycle, coupled with contextual guidance, targeted learning and development opportunities, action plans and reports, and prescriptive action tracking features. Workday Peakon Employee Voice provides standard question sets aligned to topics such as employee engagement, diversity & inclusion, health & wellbeing, manager and employee sentiment, as well as the ability to create custom questions.

Global and industry benchmarks, aggregated from the results of standard questions sets, provide companies the ability to compare to similar organizations.

Expenses Workday Expenses supports employee expense processing. Workday Expenses includes self-service and administrative functions to support employee expense reporting and reimbursement, including expense reports, global expense rules, approvals, reimbursement, credit card integration and spend analytics. Workday Expenses also includes connectors that facilitate integration to partners that provide capabilities, including corporate card transactions and support for 'punchout' to suppliers.

Core Financials Core Financials provides traditional financial management and accounting functionality, including financial management, accounting and reporting, financial consolidation, supplier accounts, customer accounts, business assets, cash management, budgets, contracts, billing and revenue recognition. Core Financials includes connectors that facilitate integration to select Workday partners that provide capabilities, including customer relationship management, electronic payments and customer payments via credit card.

Time Tracking Workday Time Tracking supports an organization in collecting, processing, and distributing time data for its global workforce. Workday Time Tracking module includes the following capabilities: basic time scheduling, time entry (hourly, time in/time out), approvals, configurable time calculation rules, and reporting.

Prism Analytics Enterprise Workday Prism Analytics is an analytics application that provides Workday customers the ability to blend and analyze Workday data and non- Workday data from multiple sources. Workday Prism Analytics includes a data repository for storage and management of data, data preparation tools for transformation and blending of data from various sources, and tools to explore and analyze the data.

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Exhibit "A"

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WORKDAY PEAKON EMPLOYEE VOICE TERMS AND CONDITIONS ADDENDUM

These Workday Peakon Employee Voice Terms and Conditions (“ Peakon Terms ”) supplement and amend the MSA only for the Peakon Employee Voice SKU(s) listed on an Order Form (“ Peakon”) and do not amend the terms of the MSA for other SKUs purchased by Customer under an Order Form. U nless otherwise defined, capitalized terms used in these Peakon Terms have the same meaning as set forth in the MSA.

1) Documentation. Workday makes the Documentation for Peakon available in the user documentation that relates to the online platform accessi ble via peakon.com, currently located at https://support.peakon.com/hc/en-us.

2) Peakon Instances. Peakon uses Peakon Instances rather than Customer’s Tenant. A “Peakon Instance” is a unique instance o f the Service with a separate set of Peakon Data held in a logically separated database (i.e. a database segregated through password -controlled access). Workday is not required to escrow any source code used in Peakon.

3) Peakon Data. Peakon uses Peakon Dat a rather than Customer Data (or such equivalent term in the MSA). “Peakon Data” is the electronic data or information submitted to Customer’s Peakon Instance by Customer or Authorized Parties. Customer shall have sole responsibility for the accuracy, qual ity, and legality of Peakon Data. For the avoidance of doubt, any confidentiality, security breach, limitation of liability, indemnification, data retrieval and data deletion terms in the MSA applicable to Customer Data apply to Peakon Data.

4) Peakon Results. Workday shall not use Peakon Data except to (i) provide and improve Peakon, (ii) generate Results, (iii) prevent or address technical problems, and (iv) verify service Improvements, each in accordance with these Peakon Terms, the Documentation, and applicable law. “ Results” means any and all analytics, trends, analyses, processes, aggregations, reports, and results generated from Peakon Data. Subject to these Peakon Terms, Workday grants Customer a non -exclusive, non-transferable license to access an d use Peakon, including Results. Subject to these Peakon Terms, Customer grants Workday a worldwide, royalty - free, fully-paid up license with the right of sublicense to any Subprocessor (as defined in the UDPE) to use, reproduce, display, translate, adapt (including to modify and make derivative works), distribute, import and format Peakon Data for the purposes in this paragraph. As between the parties, Customer owns all Peakon Data and elements of Results that have not been de -identified, and Workday owns de-identified Results, which are Results that have undergone processing by Workday such that they can no longer be used to identify, directly or indirectly, Customer or any natural person using means reasonably likely to be used by Workday, Customer or any other person.

5) Universal Security Exhibit & Universal Data Processing Exhibit. Except as set forth herein, the Universal Security Exhibit (“ USE”) and Universal Data Processing Exhibit (“ UDPE”) currently located at https://www.workday.com/en-us/legal/contract-terms-and-conditions/ shall govern Peakon. For purposes of the UDPE, “Subprocessor List” means the list, currently located at https://www.workday.com/en- us/legal/subprocessors.html, identifying the Subprocessors that are authorized to Process Personal Data for Peakon.

6) Audit Report. The audit report applicable to Peakon is the current Service Organization Controls 2 Type II audit report for Peakon or a successor third -party audit report (“ Peakon SOC2 ”). For Peako n, Workday maintains a security program that conforms to the USE and is further described in the Peakon SOC2, and Workday will not materially diminish the protections provided by the controls set forth in the USE and the Peakon SOC2. Peakon is not covered under any other Workday audit reports or ISO certifications.

7) Support. The Workday SLA applies to Peakon in all respects except (i) Peakon’s Recovery Time Objective is 72 hours, (ii) Peakon’s Recovery Point Objective is 12 hours, and (iii) Workday will ma ke end of life announcements through a Workday Customer portal before the end of life of any Peakon API.

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Exhibit "A"

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8) SMS. Customer has sole discretion to opt into the Peakon short message service (“ Peakon Messaging”). If Customer opts into Peakon Messaging, Custom er agrees (a) that it is solely responsible for obtaining and verifying end user consent, as applicable, for such services in accordance with these Peakon Terms and applicable Law, (b) to comply with and ensure its Affiliates and all of their Authorized Pa rties comply with Workday’s Acceptable Use Policy, currently located at https://community.workday.com/aup (“AUP”), and in the event of an AUP violation Workday may suspend access to Peakon Messaging, (c) to indemnify and hold harmless Workday, its service providers and subcontractors, and its and their Affiliates, from any losses arising out of or relating to any third -party claim concerning use of Peakon Messaging or Customer or end user violations of th e AUP, (d) that any third -party subprocessor used to deliver Peakon messaging (“ SMS Provider”) is, by necessity, a separate data controller of individual data subjects’ telephone numbers as required for purposes of providing and optimizing functionality an d security, investigating improper use, and complying with applicable Law, audit, regulatory and compliance frameworks, and (e) once Peakon Data is delivered from each applicable SMS Provider to telecommunications providers the data is no longer Peakon Data or a part of Peakon.

9) Protected Health Information. Customer shall not upload Peakon Data that contains Protected Health Information as defined in the Health Insurance Portability and Accountability Act or other health information regulated under Data Protection Laws.

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Exhibit "A"

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WORKDAY LEARNING ADDITIONAL TERMS AND CONDITIONS ADDENDUM

1. Permitted Scope of Use
Customer may use Workday Learning only for the internal business purposes of Customer and its Affiliates for training and developing its internal workforce limited to its Employees or Workers having an Active Record in the HCM Service and that are included in the number of FSE Workers in a current Order Form. Learning includes unlimited storage for Media Cloud Content (defined in the Media Cloud Ter ms Addendum) for Customer’s learning programs and unlimited bandwidth. All use of Media Cloud, both with Learning and with any other Service applications, is subject to the terms and conditions set forth in the Media Cloud Terms Addendum.

2. Course Content
Workday Learning provides Customer with the opportunity to build and promote to its workforce customized learning programs, lessons, and campaigns created through use of the Workday Learning Service (“Courses”). Courses may include links to or otherwise inc orporate Media Cloud Content. Customer is solely responsible for all content of Courses it creates in Workday Learning, including any related Media Cloud Content (“Course Content”). Customer must obtain and maintain all necessary rights, consents, permissi ons and licenses to transfer, convert, input or upload Course Content into Workday Learning and to publish, broadcast, and otherwise make any such Course Content available to its users. Customer is responsible for obtaining all applicable licenses and auth orizations for streaming or displaying Course Content to its users in any and all locations from which Customer’s users access the Workday Service. To the extent Customer is not the sole owner of any Course Content, Customer is solely responsible for compl ying with the content owner’s applicable terms of use and all Laws applicable to use of such Course Content, both from where Course Content is accessed and where Course Content is displayed. Customer agrees to indemnify and hold harmless Workday, its servi ce providers and subcontractors, and its and their Affiliates, from any losses arising out of or relating to any third -party claim concerning Course Content or Customers’ violation of the applicable Acceptable Use Policies (defined in the Media Cloud Terms Addendum). Customer grants Workday, its service providers and subcontractors, and its and their Affiliates, all right and licenses to access, publish and use Course Content for the purposes of providing the Learning Service and/or to comply with the Laws or requests of a governmental or regulatory body.

Resolution No. 2023-49
Exhibit "A"

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WORKDAY MEDIA CLOUD ADDITIONAL TERMS AND CONDITIONS ADDENDUM

These Workday Media Cloud Additional Terms and Conditions (the “ Media Cloud Terms ”), which are subject to and governed by the MSA exce pt as otherwise set forth herein, apply exclusively to Media Cloud and Media Cloud Content. Capitalized terms, unless otherwise defined, have the same meaning as in the primary Service subscription agreement between Workday and Customer (the “MSA”).

1. Provision of Media Cloud. “Media Cloud " consists of Workday’s storage, encoding, caching, playback, streaming, and related service components for Media Cloud Content as provided by Workday for customers of the Service. Media Cloud components are hosted or delivered by third party service providers as described on Workday’s Subprocessor List at https://www.workday.com/en-us/legal/subprocessors.html (collectively, “ Media Cloud Subprocessors”). Workday may change its Media Cloud Subprocessors or move portions of Media Cloud into a Workday hosted co-location data center. Workday shall provide prior notice of a change to any Media Cloud Subprocessor through its standard customer communication methods (i.e. Workday’s Subprocessor List, Community posts, etc.). Workday is not required to escrow third -party source code that is used in providing Media Cloud.

2. Media Cloud Content. Media Cloud Content is Confidential Information subject to the MSA . “Media Cloud Content” means:
(1) all video, audio, live stream and packaged e -learning content (such as SCORM, AICC, xAPI, CMI -5 or other formats) (referred to herein as “Packaged Media Content”) either (A) uploaded by or for Customer to Media Cloud through any Service application including Workday Drive, (B) recorded or created by or for Customer within a Service application using any Media Cloud features, or (C) auto -generated by Media Cloud in connection with items (1)(A) or (1)(B);
(2) any images, thu mbnails, closed -captions, text transcripts, presentation slides, tracking data, annotations, questions, responses, and other metadata related to any Media Cloud Content listed in Section 2, item (1); and (3) all content retrieved by Media Cloud from a thi rd-party API that is either publicly available or for which Customer has obtained and provided valid credentials to the Service to import such content into Media Cloud.

3. Player for Packaged Media Content. Workday Media Cloud offers an optional “ Player for Packaged Media Content ”. The Player for Packaged Media Content is not part of the Service and is not covered under Workday’s existing audit reports, security exhibits, data processing terms, or the Workday Customer Audit Program. Workday shall provide support for the Player for Packaged Media Content consistent with Workday’s standard support policy. Customer is licensed to use the Player for Packaged Media Content solely in support of Customer’s use of the Learning Service.

4. Customer Rights and Obli gations. Customer shall use Media Cloud only in connection with authorized use of the Service for the benefit of Customer, its Affiliates, and its Authorized Parties covered under a current subscription agreement. Customer shall use Media Cloud only in ac cordance with these Media Cloud Terms.

Customer shall: (1) maintain all licenses, consents, rights, permits, and authorizations necessary for transferring, uploading, publishing, broadcasting, streaming and displaying Media Cloud Content in all locations f rom which Customer’s or its Affiliate’s users access the Service and for the public use of external sites as referenced above; (2) to the extent Customer is not the sole owner of any Media Cloud Content, comply with the content owner’s applicable terms of use; (3) comply with, and ensure its Affiliates, Authorized Parties, and all of their users comply with, the Media Cloud AUPs; (4) comply with, and ensure its Affiliates, Authorized Parties, and all of their users comply with, all Laws applicable to use of Media Cloud Content, both from where Media Cloud Content is accessed and where Media Cloud Content is displayed; and (5) be responsible for the transfer of personal data or other sensitive data to Media Cloud. Customer acknowledges that Media Cloud is not intended for storage or transmission of sensitive personal data or credit card data. Customer shall not upload or transmit Protected Health Information as defined in 45 C.F.R. §160.103 (“ PHI”) in or to Media Cloud, and Customer shall indemnify and hold Workday, its service providers and subcontractors, and its and their Affiliates, harmless from any losses arising out of or relating to any third -party claim concerning Media Cloud Content or violation of the Media Cloud AUPs by Customer, its Affiliates, Aut horized Parties, or its users. Customer acknowledges that content provided Resolution No. 2023-49
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by Workday and third parties, as well as content catalog listing information, is not part of the Service, and Customer shall use such content in accordance with the content provider’s terms of use and privacy policies.

5. Media Cloud AUPs. “Media Cloud AUPs ” means Workday’s Learning and Media Cloud AUP, which also incorporates by reference Acceptable Use Policies of each applicable Media Cloud Subprocessor. The current version of the Media Cloud AUPs can be found at https://community.workday.com/aup-learning and is subject to change at the discretion of Workday and each applicable Media Cloud Subprocessor at any time. Workday may suspend Customer’s access to Media Cloud at any time if Workday or a Media Cloud Subprocessor reasonably believes Customer has violated, or intends to violate, the Media Cloud AUPs or these Media Cloud Terms. To the extent practicable, Workday will only suspend Customer’s right to access or use the instances, data (including Media Cloud Content), or portions of Media Cloud that caused the suspension. Any such suspension will not be deemed a breach of the MSA by Workday. Customer shall cooperate with Workday and its Media Cloud Subprocessors in the investigation of any actual or alleged violation of the Media Cloud AUPs.

6. Ownership a nd Reservation of Rights. As between Workday and Customer, Customer retains all ownership in the Media Cloud Content uploaded to Media Cloud by any Authorized Party of Customer.

Notwithstanding the foregoing, Workday or its suppliers retain all ownership in Media Cloud Content that it makes available for Customer use. Workday is granted the rights specified in these Media Cloud Terms and all other rights remain vested in Customer. Workday and its suppliers retain all ownership in all components of Media Cloud. Customer is granted the rights specified in these Media Cloud Terms and all other rights remain vested in Workday.

7. Security. Workday shall comply with the Workday Universal Security Exhibit at https://www.workday.com/en- us/legal/contract-terms-and-conditions/index/exhibits.html to protect Media Cloud Content against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access. Media Cloud leverages a third -party Content Delivery Network to deliver Media Cloud Content to Customer end users. Package d Media Content and other Media Cloud Content will not be considered Customer Data (or equivalent term in the MSA).

8. Data Processing Terms . All Personal Data (as defined in the Workday Universal DPE) will be processed in accordance with the Workday Uni versal Data Processing Exhibit at https://www.workday.com/en- us/legal/contract-terms-and-conditions/index/exhibits.html (the “Workday Universal DPE”).

9. Support. Customer acknowledges that (1) Workday may provide support for Media Cloud from Canada and other Workday support locations, including access to Customer’s Media Cloud Content in connection with such support and (2) to the extent Customer elects to use any third party tool or website to diagnose and troubleshoot any issues with Customer’s Media Cloud Content or use of Media Cloud, even if recommended by Workday, Customer will be solely responsible and shall indemnify Workday its service providers and subcontractors, and their Affiliates, against all losses arising out of or relating to Customer’s use of any such third party tool or website.

10. Media Cloud Term and Termination. Notwithstanding anything to the contrary in the MSA or the Order Form to which this Addendum is attached, unless earlier terminated as provided herein, these Media Cloud Terms shall commence on the Order Effective Date and continue through the end of the term of the MSA. Unless Customer has a subscription to use the Learn ing Service, then Customer may terminate these Media Cloud Terms by providing formal written notice in accordance with the notice requirements in the MSA. As of the effective date of termination of these Media Cloud Terms: (1) Customer shall immediately ce ase accessing and otherwise utilizing Media Cloud; (2) Customer will no longer provide any Media Cloud Content; and (3) Workday will delete all of Customer’s Media Cloud Content in a timely manner. Except for Customer’s right to use Media Cloud, the provis ions herein will survive any termination or expiration of these Media Cloud Terms. Customer acknowledges that Media Cloud Terms must be in place for Customer to use certain features of other Service applications, such as Learning.

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Exhibit "A"

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WORKDAY ADAPTIVE PLANNING ADDITIONAL TERMS AND CONDITIONS ADDENDUM

These Additional Terms and Conditions (“ Planning Terms ”) supplement and amend the MSA only for the Workday Adaptive Planning SKU(s) listed on this Order Form (“ PLNSKU”) and do not amend the terms of the MSA for other SKUs purchased by Customer under an Order Form. Unless otherwise defined, capitalized terms used in these Planning Terms have the same meaning as set forth in the MSA.

1. Documentation. The Documentation for PLNSKU ( https://adaptiveplanning.doc.workday.com) applies in lieu of any other Workday Documentation.

2. Support. Support for PLNSKU is provided as set forth in the SLA for Planning (currently located at https://www.workday.com/en-us/legal/contract-terms-and-conditions/index.html). Unless otherwise stated in the Workday Service SKU Descriptions Addendum included in this Order Form, 24x7 Support (f ormerly “Premier Support”) will apply. The Workday SLA does not apply to PLNSKU.

3. Planning Instances and Administrators.
(a) PLNSKU uses Planning Instances for Customer Data rather than Customer’s Tenant. A “Planning Instance” is a unique instance of the Ser vice with a separate set of Customer Data held in a logically separated database (i.e. a database segregated through password -controlled access) that Customer may link to other Planning Instances. Following Customer retrieval of data, Workday shall, unless legally prohibited, delete all Customer Data by deleting Customer’s Planning Instance consistent with the Tenant deletion terms in the MSA.

(b) PLNSKU uses Administrators. “Administrators” mean those Authorized Party users who are designated by Customer to have administrative rights to Customer’s account for the Service, whereby such users will be responsible for administering and controlling access to and use of the Service by other Authorized Parties.

4. Universal Security Exhibit & Universal Data Processing Exhibit. Except as set forth herein, the Universal Security Exhibit and Universal Data Processing Exhibit (currently located at https://www.workday.com/en- us/legal/contract-terms-and-conditions/index.html) shall govern PLNSKU. PLNSKU is a Covered Service under the Universal Security Exhibit and Universal Data Processing Exhibit.

5. Subprocessor List. “Subprocessor List” means the list (currently located at https://www.workday.com/en- us/legal/subprocessors.html) identifying the Subprocessors that are authorized to Process Personal Data for PLNSKU.

6. Audit Report. The audit report applicable to PLNSKU is the current Service Organization Controls 2 Type II audit report for Workday Adaptive Planning or successor third -party audit report ( “Planning SOC2” ). For PLNSKU, Workday maintains a security program that conforms to the Security Exhibit and is further described in the Planning SOC2. All background checks will be conducted pursuant to the Planning SOC2.

PLNSKU has separate ISO 27001, ISO 27018, and ISO 27701 certifications that apply in lieu of Workday ISO certifications.

7. Protected Information.
(a) Customer acknowledges that PLNSKU is designed with security and a ccess management for processing non-Protected Information, and Customer agrees that neither Customer (nor its Affiliates or Authorized Parties) shall include Protected Information in its Customer Data.

(b) “Protected Information” means, to the extent any of t he following relates to an identified or identifiable natural person, (i) Protected Health Information as defined in the U.S. Health Insurance Portability and Accountability Act or other health information regulated under Data Protection Laws applicable to Resolution No. 2023-49
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Customer; (ii) Cardholder Data, as described in the Payment Card Industry data security standards; or (iii) special categories of personal data regulated under Article 9 of the General Data Protection Regulation.

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Exhibit "A"

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WORKDAY INNOVATION SERVICES TERMS AND CONDITIONS ADDENDUM

These Workday Innovation Services Terms and Conditions (these “ IS Terms”) are subject to and governed by the MSA and, except as otherwise set forth herein, apply to all Innovation Services (each, an “ Innovation Service ” and, collectively, “Innovation Services”) offered by Workday. Unless otherwise defined herein, capitalized terms used in these IS Terms have the same meaning as set forth in the MSA. The parties agree that these IS Terms apply exclusively to the use of Innovation Services and IS Data (each as defined below) and do not amend the terms of the MSA. Notwithstanding anything to the contrary in the MSA and solely with respect to the Innovation Services provided hereunder, in the event of a conflict, the provisions of the se IS Terms shall take precedence over provisions of the body of the MSA and over any other exhibit or attachment.

1. For Purposes of these IS Terms:

“Customer Results” means any and all analytics, trends, analyses, processes, aggregations, reports and res ults generated from IS Data; provided that Workday Results shall never be classified as Customer Results;

“Workday Results” means any and all analytics, trends, analyses, processes, aggregations, reports and results generated from IS Data that has undergo ne processing by Workday such that it can no longer be used to identify, directly or indirectly Customer or any natural person using means reasonably likely to be used by Workday, Customer or any other person; and

“Results” means, collectively, Customer Results and Workday Results.

2. Innovation Services. Subject to these IS Terms and the applicable service description posted on Workday’s Community site (each, a “ Service Description ”), Customer may access and use Innovation Services t o enhance and optimize Customer’s experience with the Service (or such equivalent term in the MSA).

Customer determines which Innovation Service(s) to participate in by actively enabling such Innovation Service(s) inside its Tenant (“IS Enablement”). Unless otherwise indicated in a Service Description or agreed in an Order Form, all Innovation Services are part of the Service, will be delivered with no additional fees to the Customer, and will be provided in English only. For clarity, these IS Terms apply t o all Innovation Services, including but not limited to (a) those purchased under an order form and (b) those delivered with no additional fees and enabled in Customer’s Tenant.

3. Innovation Services Data. In these IS Terms, the data that Customer provides to Innovation Services is referred to as “ IS Data ”. An explanation of what IS Data must be contributed in order to utilize a specific Innovation Service is included in the applicable Service Description. IS Data is not considered Customer Data (or such e quivalent term in the MSA) but will be protected as Confidential Information under the MSA and protected as described in these IS Terms, the Workday Universal Security Exhibit, and the Workday Universal DPE. IS Data will be used by Workday only in accordan ce with the applicable Service Description, these IS Terms, and the MSA. Customer has no obligation to contribute IS Data but Customer’s right to participate in any specific Innovation Service(s) and receive Results (as defined above) is conditioned on Cus tomer contributing IS Data. Customer can stop contributing IS Data at any time through the IS Enablement process (by disabling a specific Innovation Service).

4. Workday Obligations. Workday shall not use IS Data except to (i) provide and improve Innovation Services, (ii) generate Results, (iii) prevent or address service or technical problems, and (iv) verify Service Improvements, each in accordance with these IS Terms and the Documentation (as defined in the MSA), or in accordance with Customer’s instructions.

5. Customer Obligations. Customer is responsible for obtaining and verifying it has all authorizations, consents, and rights necessary to utilize Innovation Services and contribute IS Data in accordance with these IS Terms, each Service Description and a pplicable Law. Customer shall not contribute IS Data that contains Protected Health Information as defined in 45 C.F.R. §160.103 (“ PHI”) if such contribution is prohibited under the applicable Service Description.

Resolution No. 2023-49
Exhibit "A"

85 Item7.
00373688.0 – Confidential

©2023 Workday v23.3 Page 19 of 22
Order Form to MSA with City of Escondido

6. Proprietary Rights and Licenses.

6.1. Subject to these IS Terms, Workday grants Customer a non -exclusive, non -transferable license to access and use the Innovation Services, including, if applicable, any third -party content Workday makes available to Customer through any Innovation Service (“ IS Content”) and Results, solely for the internal business purposes of Customer and its Affiliates, to the extent included in Customer’s current subscription to Service applications.

6.2. Subject to these IS Terms, Customer grants Workday a worldwide, royalty -free, fully-paid up license with the right of sublicense to any Subprocessor (as defined in the Workday Universal DPE) to use, reproduce, display, translate, adapt (including to modify and make derivative works), distribute, import, and format IS Data for the pu rposes set forth in the Workday Obligations Section above. As between the parties, Customer owns all IS Data and Customer Results and Workday and its licensors own the Innovation Services, IS Content, and all Workday Results.

7. Security. For each Innovation Service, Workday has implemented and will maintain appropriate technical and organizational measures designed to protect IS Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access to, as set forth in the Workday Universal Security Exhibit at https://www.workday.com/en-us/legal/contract-terms-and-conditions/index.html (the “ Workday Universal Security Exhibit”) which is incorporated into these IS Terms by this reference. Unless otherwise set forth in a Service Description, Innovation Services are not in scope for Workday’s third -party audit reports (i.e., SOC1, SOC2, ISO Certification).

8. Data Processing Terms. All Personal Data (as defined in the Workday Universal DPE) will be processed in accordance with the Workday Universal Data Processing Exhibit at https://www.workday.com/en- us/legal/contract-terms-and-conditions/index.html (the “Workday Universal DPE ”) which is incorporated into these IS Terms by this reference.

9. Deletion of IS Data. At its discretion, Customer may elect to stop contributing IS Data at any t ime by disabling specific Innovation Service(s) through the IS Enablement process or through Data Selection (as set forth in any applicable Service Description). In the event Customer disables Innovation Service(s) through the IS Enablement process, Workda y will delete any such IS Data within thirty (30) days subject to any return or retrieval rights set forth in a Service Description.

10. Term, Termination, Suspension. Notwithstanding anything to the contrary in the MSA or the Order Form to which this Addendu m is attached, unless earlier terminated as provided herein, these IS Terms shall commence on the Order Effective Date and continue through the end of the term of the MSA , during which Customer will have an active subscription to Innovation Services . Unl ess otherwise set forth in a Service Description and excluding Innovation Services that are required for a SKU which Customer has purchased, Workday may terminate any Innovation Service for convenience by providing at least thirty (30) days’ prior notice which may be provided by a general announcement via Community. Customer may terminate its use of any Innovation Service for convenience at any time by disabling such Innovation Service through IS Enablement or Customer may terminate these IS Terms by provid ing Workday with formal written notice pursuant to the MSA with a copy by email to [email protected], and such notice will be effective thirty (30) days after Workday’s receipt of the notice. Customer understands and agrees that in the event Customer has purchased a SKU which requires Innovation Services capabilities, termination of these IS Terms will not result in a refund of fees paid or nonpayment of fees payable for the applicable SKU. Upon any termination of an Innovation Service, as of the effective date of such termination, Customer may no longer have access to such Innovation Service, and related IS Data and Results. Workday may suspend Customer’s access to any Innovation Service at any time in the event Workday reasonably determines such action is necessary to preserve the integrity and/or security of such Innovation Service.

11. Miscellaneous. No uncured breach of these IS Terms by either party will give rise to a termination right under the MSA. Workday is not required to escrow third party source co de that is used in the Innovation Services.

Resolution No. 2023-49
Exhibit "A"

86 Item7.
00373688.0 – Confidential

©2023 Workday v23.3 Page 20 of 22
Order Form to MSA with City of Escondido
Workday may modify Service Descriptions from time to time provided that Workday does not materially diminish the applicable security and privacy commitments as set forth in these IS Terms. Workday will provide notice of any change to a Service Description through Community and any change will not go into effect until thirty (30) days after such notice.

Resolution No. 2023-49
Exhibit "A"

87 Item7.
00373688.0 – Confidential

©2023 Workday v23.3 Page 21 of 22
Order Form to MSA with City of Escondido
Workday Strategic Sourcing Additional Terms and Conditions Addendum

This Workday Strategic Sourcing Additional Terms and Conditions Addendum (this “ Sourcing Addendum ”) supplements and amends the MSA only for the Strategic Sourcing SKU(s) listed on this Order Form (“ Sourcing”) and does not amend the terms of the MSA for other SKUs purchased by Cu stomer under an Order Form. Unless otherwise defined, capitalized terms used in this Sourcing Addendum have the same meaning as set forth in the MSA.

1. Sourcing Data. The electronic data or information submitted to Customer’s Sourcing Instance (as identifi ed by Sourcing SKU) by Customer or Authorized Parties is “ Sourcing Data”. The terms applicable to Customer Data in the MSA will apply to Sourcing Data except to the extent otherwise indicated in this Sourcing Addendum.

2. Sourcing Instances. Sourcing uses Sourcing Instances for Sourcing Data rather than Customer’s Tenant. A “Sourcing Instance” is a unique separate set of Sourcing Data held in a logically separated database (i.e. a database segregated through password -controlled access). Following Customer re trieval of data after termination, Workday shall, unless legally prohibited, delete Sourcing Data consistent with the then -current Sourcing deletion policy.

3. Universal Security Exhibit & Universal Data Processing Exhibit. The Universal Security Exhibit an d Universal Data Processing Exhibit at https://www.workday.com/en-us/legal/contract-terms-and- conditions/index/exhibits.html (“USE” and “UDPE”, respectively) shall apply to Sourcing. “Subprocessor List” means the list accessible through Workday’s customer website identifying the Subprocessors that are authorized to Process Personal Data for Sourcing.

4. Audit Report. The audit report applicable to Sourcin g is the current Service Organization Controls 2 Type II audit report for Workday Strategic Sourcing or successor third -party audit report ( “Sourcing SOC2” ), provided that Workday will not materially diminish the controls set forth in the Sourcing SOC2. F or Sourcing, Workday maintains a security program that conforms to the USE and is further described in the Sourcing SOC2 and all background checks will be conducted pursuant to the Sourcing SOC2.

5. Support. Support for Sourcing is provided as set forth in the Production Support and Service Level Availability Policy for Strategic Sourcing at https://www.workday.com/en-us/legal/contract-terms-and- conditions/index.html. The Workday SLA does not apply to Sourcing. Any data provided for the purposes of support or feedback is not Sourcing Data.

6. Account Information. For clarity, information that an end user provides to register for an account such as name, email and password which is not stored in Customer’s Sourcing Instance is not Sourcing Data.

7. Protected Information. Customer acknowledges that Sourcing is designed with security and access management for processing non -Protected Information, and Customer agrees that neither Customer (nor its Affiliates or Authorized Parties) shall include Protected Information in its Sourcing Data. “ Protected Information” means, to the extent any of the following relates to an identified or identifiable natural person (i) Protected H ealth Information as defined in the U.S. Health Insurance Portability and Accountability Act or other health information regulated under Data Protection Laws applicable to Customer; (ii) Cardholder Data, as that term is defined in the Payment Card Industry data security standards; or (iii) special categories of personal data as described in Article 9 of the General Data Protection Regulation.

Resolution No. 2023-49
Exhibit "A"

88 Item7.
00373688.0 – Confidential

©2023 Workday v23.3 Page 22 of 22
Order Form to MSA with City of Escondido

8. Additional Definitions. “Stakeholder” means an end user of Sourcing with specific limited access rights that has been invited to use Customer’s Sourcing Instance by an Authorized Party. “ Supplier” means a third-party user of Sourcing in connection with Customer’s use of Sourcing hereunder. “ Supplier End Users ” means users who are authorized by a Supplier to use S ourcing. Workday will not be liable to Customer for any act or omission of any Supplier or Supplier End Users, or with regard to a Supplier and Supplier End User’s use of the Customer’s Sourcing Instance or Sourcing Data, including use, misuse or disclosur e of Sourcing Data .

Resolution No. 2023-49
Exhibit "A"

89 Item7.

Agreement #398163 - Confidential

Order Form (Training) - City of Escondido

©2023 Workday

ORDER FORM #398163

Customer Name City of Escondido
Workday Entity Name Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
MSA Effective Date See MSA executed herewith
Order Effective Date The later of the dates beneath the parties’ signatures on the Signature Document
Currency USD
Total Training Fees 66,660

Payment # Payment Due Date Payment Amount
1 Due in accordance with the MSA, invoiced upon Order
Effective Date
66,660
x Total Payment Amount 66,660

SKU Training Offering Price Per Unit Quantity Total Training Fees
TC Training Credits
(prepaid) 660 101 66,660
Total (TC) Training
Fees 66,660

Customer Contact Information Billing, In Care of
Contact Name Rob Van De Hey
Street Address
City/Town, State/Province/Region Zip/Postal Code
Country
201 N Broadway
Escondido, California 92025
Phone/Fax # Phone: 760-839-6213
Fax:

Email (Required) [email protected]

Resolution No. 2023-49
Exhibit "A"

90 Item7.

Agreement #398163 - Confidential

Order Form (Training) - City of Escondido

©2023 Workday

This Order Form is subject to and governed by the MSA and Addendum A attached hereto. This Order Form will control over the terms of the MSA to the extent they conflict with or are not covered by the MSA. All remittance advice and invoice inquiries can be directed to [email protected].

The remainder of this page is intentionally left blank.

Resolution No. 2023-49
Exhibit "A"

91 Item7.

Agreement #398163 - Confidential

Order Form (Training) - City of Escondido

©2023 Workday

ADDENDUM A
ADDITIONAL ORDER FORM TERMS – TRAINING

Unless otherwise defined herein, capitalized terms used in this Order Form have the same meaning as set forth in the referenced MSA. In the event of a conflict between the terms of this Order Form and the terms of the MSA, the terms of this Order Form shall prevail with respect to the terms hereof.

1. Training Terms. The Training Credits purchased under this Order Form may be utilized for any courses identified in Workday’s training catalog (the “Training Catalog”) as eligible to be purchased with training credits (“TC -eligible Courses”) that start on or after the Order Effective Date and end on or before eighteen (18) months from the Order Effective Date. The manner of delivery of TC -Eligible Courses is set forth in the Training Catalog. The number of Training Credits required for an attendee to attend a specific TC-eligible Course are set forth in Workday’s current training catalog. Each attendee must be registered to attend each course. If Customer elects to register for any training course(s) without an adequate prepaid Training Credit balance, the Workday list prices set forth in the Training Catalog will apply. Any Customer request for a cancellation of a course enrollment must be submitted as a Training Case via the Customer Center by the Customer Training Coordinator at least seven (7) calendar days prior to the scheduled course start date. Cancellation requests received less than seven ( 7) calendar days prior to the scheduled course start date will not be honored and the applicable Training Credits will be deducted from Customer’s balance.

2. Training Credit Bulk Purchase Option. Under this Order Form, Workday’s discounted bulk purchase rates will be applied to the cumulative number of Training Credits purchased during a rolling 12 -month period provided Customer prepays for all such purchases. Discounted rates will not be applied retroactively for previously purchased Training Credits. If Customer elects to purchase training courses without using Training Credits, such purchases will not count toward the cumulative number of Training Credits purchased for the purpose of bulk purc hase rates. The following rates apply to the bulk purchases made within the 12-month period following the Order Effective Date:

Prepaid Training Credits Acquired Rate Per Training Credit 0-10 USD $ 800
11-25 USD $ 760
26-50 USD $ 735
51-75 USD $ 710
76-100 USD $ 685
101-249 USD $ 660
250+ USD $ 620

Resolution No. 2023-49
Exhibit "A"

92 Item7.

Agreement #398163 - Confidential

Order Form (Training) - City of Escondido

©2023 Workday

3. Dedicated Training Terms. Customer may request to schedule Workday instructor -led training offerings as a dedicated training course provided only to Customer’s attendees (“ Dedicated Training”). Dedicated Training is subject to Workday’s availability and approval and the additional terms in this Section. The minimum and maximum number of students for any Dedicated Training is thirteen (13) minimum and twenty (20) maximum. Fees for Dedic ated Training will equal the number of attendees multiplied by the applicable per-attendee student price or Training Credit value of the training course as set forth in the Training Catalog. If Customer does not use Training Credits purchased prior to the Dedicated Training start date, Workday will invoice Customer for the training fees following the training. If Customer and Workday expressly agree in writing to deliver the Dedicated Training at Customer’s site, in addition to the applicable fees or Trai ning Credits for the Dedicated Training, Customer will reimburse Workday for the reasonable and actual travel and living expenses incurred by the instructor(s) following the Dedicated Training. Any Customer request to cancel a Dedicated Training received less than fourteen (14) full calendar days from the scheduled start of the course is subject to a cancellation fee of 50% of the price of the course for thirteen (13) attendees as well as reimbursement for any non-refundable travel expenses incurred by the instructor(s).

4. Miscellaneous Training Terms. Workday training is for use by Customer employees and independent contractors only and for purposes consistent with the MSA. In no event will Customer allow third parties to access or use Workday train ing or related materials, including, but not limited to, other existing or potential Workday customers or partners. Workday training courses may not be videotaped, recorded, downloaded or duplicated without Workday’s prior written consent. Customer will pay for all training courses taken under Customer’s account (included courses not timely cancelled). Workday may utilize external systems for learning management, enrollment, course tracking, and to facilitate testing. Customer understands that any such system is not part of the Workday Service, although Workday’s confidentiality obligations shall apply.

Resolution No. 2023-49
Exhibit "A"

93 Item7.
00398147.0-Confidential

©2023 Workday v23.3 Page 1 of 2
Order Form to MSA with City of Escondido
ORDER FORM #00398147.0

Customer Name City of Escondido
Workday Entity Name Workday Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
MSA Effective Date See MSA executed herewith
Order Effective Date The later of the dates of the parties’ signatures on the Signature Document Order Term April 21, 2023 through April 20, 2031
Currency USD
Underlying Order
Forms
373688
Total Subscription Fee 760,000

Payment Schedule Table
Payment # Payment Due Date

Payment Amount
1 Due in accordance with the MSA, invoiced upon Order Effective Date 95,000 2 Due on First anniversary of the Order Term start date 95,000 3 Due on Second anniversary of the Order Term start date 95,000 4 Due on Third anniversary of the Order Term start date 95,000 5 Due on Fourth anniversary of the Order Term start date 95,000 6 Due on Fifth anniversary of the Order Term start date 95,000 7 Due on Sixth anniversary of the Order Term start date 95,000 8 Due on Seventh anniversary of the Order Term start date 95,000 Total Payment Amount 760,000
For the avoidance of doubt, the Payment Schedule Table will be used for invoicing purposes.

Subscription Rights Table
SKU Service Pricing Metric Annual Subscription Rights
WSP Workday Success Plan % of Fee

WSP - Accelerate

1. Workday Success Plans Additional Terms.

Workday Success Plans is described in and subject to the Workday Success Plans Program Terms site (https://www.workday.com/content/dam/web/en-us/documents/legal/workday-success-plans-accelerate-plans- program-terms.pdf) and subject to the terms of the Workday Customer Experience Program Addendum (https://www.workday.com/en-us/legal/contract-terms-and-conditions/index/exhibits.html). In the event of a conflict between the terms of this Order Form and the terms of either of the Workday Success Plans Program Terms or the Workday Customer Experience Program Addendum, the terms of this Order Form shall control. The Pricing Metric in the table above for Workday Success Plans is based on the annual average Subscription Fe es during the Order Term. If Customer purchases add itional SKU(s) during the Order Term, an additional fee equal to

16.54% of the Subscription Fees of the new SKU(s) will be added for the Workday Success Plan to the new Order Form. The total Workday Success Plan fees assessed in this Order Form, in the amount of 760,000, represent fees associated with the SKU(s) purchased in the Underlying Order Form.

Resolution No. 2023-49
Exhibit "A"

94 Item7.
00398147.0-Confidential

©2023 Workday v23.3 Page 2 of 2
Order Form to MSA with City of Escondido
Customer Information Billing Contact, In Care of Customer Support Contact Name Rob Van De Hey Rob Van De Hey
Street Address
City/Town,
State/Region/County, Zip/Post
Code, Country
201 N Broadway
Escondido, California, 92025,
United States
201 N Broadway
Escondido, California, 92025,
United States
Phone/Fax # 760-839-6213 760-839-6213
Email (required) [email protected] [email protected]

THE VALIDITY OF THIS ORDER FORM IS CONDITIONED UPON CUSTOMERS EXECUTION OF ORDER FORM# 373688

At the time of Renewal, Workday Success Plans fees will always be calculated at a rate of 16.54% of all eligible Subscription Fees (or minimum annual fee), the greater of the fees prevails, and is in addition to the Base Subscription Fees in the Underlying Order Form(s).

This Order Form is only valid and binding when executed by both parties and is subject to the additional terms in the above -referenced MSA, the Underlying Order Form(s), or related renewal Order Form in effect, and any Addendums and Exhibits attached hereto. In the event of a conflict, the provisions of this Order Form take precedence over the MSA and its exhibits and attachments. Capitalized terms not defined herein shall have the same meaning as the Underlying Order Forms. A n active HCM/FIN subscription is required for use of the Service applications listed herein. Any Service SKU described in this Order Form is a Covered Service under the Workday Universal DPE and Workday Universal Security Exhibit. All remittance advice and invoice inquir ies shall be directed to [email protected].

Resolution No. 2023-49
Exhibit "A"

95 Item7.

STAFF REPORT

April 19, 2023
File Number 0120-15

SUBJECT
DECLARATION OF VACANCY – PLANNING COMMISSION

DEPARTMENT
City Clerk’s Office

RECOMMENDATION
Request the City Council declare a vacancy on the Planning Commission, per Sec. 2-26 of the Escondido Municipal Code.

Staff Recommendation: None (City Clerk’s Office: Zack Beck, City Clerk) Presenter: Zack Beck, City Clerk

BACKGROUND
Commissioner Dao Doan has served on the Planning Commission since 2020. Commissioner Doan has not attended a Planning Commission meeting over the last nine months.

Per Sec. 2-26 of the Escondido Municipal Code, “Notwithstanding any other provisions of state law or any other laws of the city, the members of such boards and commissions shall serve at the pleasure of the city council.”
Therefore, it is requested that the City Council remove Commissioner Doan and declare a vacancy on the Planning Commission , per Sec. 2-26 of the E scondido Municipal Code. City Staff will then solicit applications to fill the vacancy, which is set to expire on March 31, 2024. 96 Item8.

STAFF REPORT

April 19, 2023
File Number 0830-07

SUBJECT

WEST COAST ARBORISTS PROJECT – MASTER PLAN AMENDMENT, PRECISE DEVELOPMENT PLAN AND

CONDITIONAL USE PERMIT FOR CONTRACTOR SERVICES OFFICE AND OUTDOOR EQUIPMENT STORAGE - PL22-0512

DEPARTMENT

Development Services Department, Planning Division

STAFF RECOMMENDATION

Request the City Council conduct a public hearing on the development proposal and take action on the recommendations of City staff and the Planning Commission, which recommends that the City Council:

1) Introduce Ordinance No. 2023-08 for Master Plan Amendment and Precise Development Plan , and for the adoption of a Notice of Exemption pursuant to the California Environmental Quality Act Guidelines
2) Adopt Resolution No. 2023-44 approving a Conditional Use Permit

Staff Recommendation: Approval ( Development Services Department: Andrew Firestine , Director of Development Services)

Presenter: Jay Paul, Senior Planner

PLANNING COMMISSION RECOMMENDATION
The Planning Commission considered the Project at its March 28, 2023 hearing, and the staff report has been included as Attachment “1”. The Planning Commission discussion primarily focused on the requirement to install landscaping along the Highway 78/I-15 transition frontage. No one from the public except for the project applicant spoke at the hearing. After deliberation, the Planning Commission voted 5-0 (Commissioners Barba and Doan absent) to recommend that the City Council approve the Project as conditioned. The Commissio n also unanimously recommended to eliminate the requirement for the applicant to provide landscape screening along the freeway frontage and the west property boundary.

FISCAL ANALYSIS
The proposed Project is a private development that will require the payment of fees in effect at the time permits are requested, as well as the development of required infrastructure (e.g., street improvements, etc.) to support the project. The City of Escondido (“City”) has not yet analyzed the fiscal impact of commercial development on municipal services, but studies conducted by other cities have generally 97 Item9.

found that sales taxes generated by commercial development cover the cost to provide municipal services required to serve those developments.

PROJECT DESCRIPTION
West Coas t Arborists (“Applicant”) submitted an application to utilize the Project site to establish a satellite office and training facility to serve as their North County operation. West Coast Arborists was established in 1972 and provides professional tree main tenance and management services to municipalities and public agencies throughout California and Arizona. The company has ten locations throughout both states. The proposed site and existing building would be modified to support office uses, a training facility and warehouse, and to serve as a staging area for company trucks, trailers and chippers.

The existing building would be modified with a new contemporary design to support the office operations, and a new 1,325 square foot training building and 1,04 5 square foot warehouse. Full -width street improvements across the Montiel Road frontage would be installed, to include curb, gutter, sidewalk and landscaping. Three accessory structures would be demolished. The Montiel Road Planning land -use matrix doe s not list contractor office/services and fleet storage as a permitted use. Therefore, a modification to the list of permitted and conditional permitted uses is necessary. Contractor Services/Office and fleet and outdoor equipment storage is proposed to be a conditionally allowed use in order to establish appropriate design, screening and operational conditions to address any potential visual and compatibility impacts with adjacent uses. The CUP process also allows for a noticed public hearing to allow f or public input. A complete project description can be found in the March 28 , 202 3 Planning Commission staff report (Attachment “1”).

LOCATION
The 1.3-acre project site is located on the south side of Montiel Road, north of State Route 78, west of Interstate 15, address at 1359 Montiel Road (APN 228-290-54-00).

PREVIOUS ACTION
The property is located within the 15 -acre Montiel Road Planning Area that was originally designated Planned Commercial (PC) in the mid -1980s that allowed commercial and offic e uses. The Planned Development has been amended over the years to revise the list of permitted and conditionally permitted uses to include various limited industrial, self-storage facility, motorcycle sales and service, and a religious facility. Three o f the parcels have been developed with industrial/commercial/office type uses that include North Coast Church, Escondido Cycle Center and Cube Smart Self-Storage.

ANALYSIS

1. General Plan Conformance:

The City’s General Plan land-use designation for the project site is Planned Commercial (PC, Montiel Road #11). The Guiding Principles for this planning area include limited light industrial and commercial uses. Development is implemented through the Mon tiel Road Planning Area 98 Item9.

Development Plan. The Montiel Road Planning Area development plan allows for a variety of commercial, light industrial, warehouse, service, schools, trades, repair and warehouse type uses. The proposed use of the site for construc tion type services with fleet storage would be similar to the variety of uses currently permitted/conditionally permitted. Therefore, the proposed Project, with the requested land-use amendment, would be consistent with the General Plan Guiding Principles for the planning area and the Montiel Road Planning Area planned development.

2. Architectural Design:

The Project consists of the modification of the existing 1,288 square foot single -story structure to support office uses along with the construction of a 1,325 square foot addition to provide employee training space and a 1,045 square foot warehouse. The architecture would be updated to provide a more contemporary style similar to other commercial/industrial buildings along Montiel Road. The building would focus the main office entry towards Montiel Road with an enhanced entry/trellis type feature. A similar type feature would be added to the warehouse roll -up doors, which are recessed into the site to provide the ma in visual focus on the office portion of the building. The building includes a stepped-back architectural design with the taller portion of the building (up to 21 feet in height) located behind the office structure, and includes varied rooflines. The wall planes incorporate vertical score lines and varied colors to help break up the mass and scale of the walls.

3. Landscape Design:

The Montiel Road frontage would be landscaped to accent the building architecture and help soften views along the roadway and f rom residential properties north of the project site. The existing building also will screen views to the lower section of the site for any storage behind the building. In order to provide appropriate screening of the fleet parking and equipment area loc ated within the eastern portion of the site, a six-foot high decorative open style metal fence would be installed along the street frontage and include a layered planting of taller screening shrubs and trees. The fencing also will provide a security barri er and the two access driveways fronting Montiel Road would be gated. The gates would be recessed into the property approximately 40 feet to reduce the visual impact of security type fencing along the roadway.

The eastern section and rear of the property are located at a significantly lower elevation than the adjacent Interstate 15 north west bound transition lanes on the east and Highway 78 on the south.

The existing landscaped berms/topography along the highway (located within Caltrans right-of-way) screen most views into the site and the areas that would be used primarily for truck and equipment parking. The project, as currently designed, would install a row of trees and shrubs on site along the highway frontages to provided additional screening in con formance with the Montiel Road design requirements. An existing six-foot high chain link fence also is located along the freeway frontage and includes a tan mesh screening material. The Planning Commission felt that while landscaping is important along v isible street frontages and Highway 78, the requirement to provide landscaping along the freeway frontage in this instance was not warranted due to the existing lower elevation of 99 Item9.

the site relative to the highway travel lanes and existing freeway landscapi ng. The Commission also felt the landscape requirement would be an unnecessary burden on the developer and that additional landscaping would ineffective. Therefore, the Commission recommended the landscape requirement along the freeway frontage and west property boundary be eliminated. This landscape modification would only apply to this remaining parcel in the Montiel Road Master Plan . The proposed modifications to the Montiel Road Planned Development are detailed in Attachment 3 to this report.

4. Conditional Use Permit
The Montiel Road Planning land-use matrix does not list contractor office/services and fleet storage as a permitted use. In order to establish appropriate conditions for the development and operation of a contractor type operation t hat includes fleet and outdoor equipment storage, the discretionary Conditional Use Permit process is recommended. The CUP process also allows for public input on any development requests. The Conditions of Approval for the project include requirements for screening of the outdoor storage areas, design of the fencing and gates, and limits outdoor storage to the fleet vehicles, support equipment and potted or boxed plant materials for future planting. Any construction materials (such as fertilizer, pots, soils, etc.) must be stored within a completely enclosure building. Due to the proximity of residential development and views from the freeway, no outdoor storage or processing of green waste materials is allowed to include mulching, shredding or chipping of green waste. The Commission recommended that all li ft-type equipment be stored in a down position. The Conditions of Approval have been revised accordingly.

ENVIRONMENTAL REVIEW
The Project qualifies for an exemption under CEQA Guidelines section 15301 (Existing Facilities), section 15303 (New Construction of Small Structures), section 15305 (Minor Alteration in Land-Use Limitations), and section 15332 (Infill Development), which is included as Attachment 2 to this report.

CONCLUSION
The Project is consistent with the General Plan and Montiel Road Planned Development, as proposed to be amended, as well as with the development standards approved under the Planned Development and Project details of request. The project as proposed will not have a significant effect on the environment, as designed and conditioned. The location, size and design of the proposed Project will not be incompatible with, or will adversely affect, or will be materially detrimental to adjacent land uses. The site is suitable for the type and intensity of use or development which is proposed. Both the Planning Commission and staff recommend the City Council the proposed Project.

RESOLUTIONS
A. Resolution No. 2023-44
B. Resolution No. 2023-44 Exhibit “A”
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C. Resolution No. 2023-44 Exhibit “B”
D. Resolution No. 2023-44 Exhibit “C”
E. Resolution No. 2023-44 Exhibit “D”

ORDINANCES
A. Ordinance No. 2023-08
B. Ordinance No. 2023-08 Exhibit “A”
C. Ordinance No. 2023-08 Exhibit “B”
D. Ordinance No. 2023-08 Exhibit “C”
E. Ordinance No. 2023-08 Exhibit “D”

ATTACHMENTS
A. Attachment 1 – March 28, 2023, Planning Commission staff report B. Attachment 2 – CEQA Notice of Exemption
C. Attachment 3 – Modification to the Montiel Road Planned Development documents 101
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Agenda It
em No.: 2
Date: March 28, 2023
PROJECT NUMBER / NAME: PL22-0512 – West Coast Arborists REQUEST: The Project includes a modification to the Montiel Road Master Development Plan to allow construction services and outdoor storage, including fleet and construction equipment storage as a conditionally permitted use. The request also includes a Precise Development Plan for the remodel of the exterior and interior of the existing 1,288 square foot building and proposed 2,370 square foot building additions, site improvements and landscaping. A Conditional Use Permit also is requested to allow the proposed use in conformance with the requested modification to the land-use matrix.

LOCATION: The 1.3-acre project site is located on the
south side of Montiel Road, north of State Route 78,
and west of Interstate 15, address at 1359 Montiel
Road
APN / APNS: 228-290-54-00
GENERAL PLAN / ZONING: Planned Commercial
(PC) / Planned Development -Commercial (PD -C) -
Montiel Road Planning Area
APPLICANT: West Coast Arborists
PRIMARY REPRESENTATIVE: West
Coast Arborists (Pat Mahoney).

DISCRETIONARY ACTIONS REQUESTED: Master Development Plan Modification, Precise Development Plan and Conditional Use Permit
PREVIOUS ACTIONS: The Montiel Road Planned Development was approved in 1986 and the subject parcels subsequently designed Planned Commercial with the adoption of the 1990 General Plan.

PROJECT PLANNER: Jay Paul, Senior Planner
CEQA RECOMMENDATION: Categorical Exemption
STAFF RECOMMENDATION: Approval
REQUESTED ACTION: Approve Planning Commission Resolution No. 2023-06 CITY COUNCIL HEARING REQUIRED: ☒ YES ☐ NO
REPORT APPROVALS: ☐ Andrew Firestine, Director of Development Services ☐ Adam Finestone, City Planner
ATTACHMENT 1

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Project Name: West Coast Arborists
Planning Commission Meeting
Date: March 28, 2023

2 BACKGROUND:

The approximately 1.3-acre project site was developed as a residential property in the early 1960s and is currently developed with a former residential structure, office, garage and shop building(s).

The site also has been used for commercial office/storage type uses. The property is located within the 15- acre Montiel Road Planning Area that was originally designated Planned Commercial (PC) in the mid -1980s that allowed commercial and office uses . The Planned Development has been amended over the years to revise the list of permitted and conditionally permitted uses to include various limited industrial uses, self-storage facilities, motorcycle sales and service, and religious facilit ies. Three of the parcels have been developed with industrial/commercial/office type uses that include North Coast Church, Escondido Cycle Center and Cube Smart Self-Storage.

SUMMARY OF REQUEST:

West Coast Arborists (“Applicant”) submitted an application to utilize the Project site to establish a satellite office and training facility to serve as their North County operation. We st Coast Arborists was established in 1972 and provides professional tree maintenance and management services to municipalities and public agencies throughout California and Arizona. The c ompany has ten locations throughout both states. The proposed site and existing building would be modified to support office uses, a training facility and warehouse, and to serve as a staging area for company trucks, trailers and chippers. The existing building would be modified with a new contemporary design to support the office operations, and a new 1,325 square foot training building and 1,045 square foot warehouse. Full -width street improvements across the Montiel Road frontage would be installed, t o include curb, gutter, sidewalk and landscaping. Three accessory structures would be demolished. The Montiel Road Planning land-use matrix does not list contractor office/services and fleet storage as a permitted use. Therefore, a modification to the list of permitted and conditional permitted uses is necessary. Contractor services/office and fleet and outdoor equipment storage is proposed to be a conditionally allowed use in order to establish appropriate design, screening and operational conditions to address any potential visual and compatibility impacts with adjacent uses . Project plans are included as Exhibit “ B” to draft Planning Commission Resolution No. 2023 -06, which itself is included with this report as Attachment 3.

A. SUPPLEMENTAL DETAILS OF REQUEST:

1. Property Size

1.3 acres
Planned Development Requirements: Provided:

2.Setbacks

Front
Side
Rear (HWY 78)

20’ Montiel Road
15’ to structure, 5’ to parking
25’

30’ to existing building
40’ minimum to closest structure
90’ to building

3. Building Height 35’ Approximately 21’
ATTACHMENT 1

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Project Name: West Coast Arborists
Planning Commission Meeting
Date: March 28, 2023

3 4. Architecture/Colors Contemporary redesign with white and light tan stucco exterior, varied roof lines and wall planes, and brown wood trellis accents.

5. Landscape Front: Ranges from 24’ along building frontage and 8’ to 15’ along remaining Montiel Road frontage (includes parkway landscaping).

Combination of screening shrubs along decorative 6’ tall security fencing, street trees and groundcover.

Side: Min. 5’ adjacent to commercial/industrial office building on the west.

Rear: HWY 78 – New 5’ landscape planter along the Highway 78 frontage to include trees and shrubs to provide screening from adjacent highway views.

6. Fencing Decorative tube metal with green mesh screening along Montiel Road frontage (6 feet in height). 6- foot-high chain-link fencing along Highway 78 frontage with tan mesh screening. Driveway entrances to be gated.

7. Outdoor Storage Limited to fleet vehicles and support equipment, and landscape stock

8. Hours of Operation Typical hours
Monday through Saturday (6:30 AM to 6:30 PM). These hours may vary as calls for service may change over time.

9. Number of
Employees/Trucks
15 to 20 trucks (typical trucks, trailers and chippers) 3-4 office employees
20 – 30 field employees

B. PROJECT ANALYSIS:

1. General Plan Conformance:

The City’s General Plan land-use designation for the project site is Planned Commercial (PC, Montiel Road #11). The Guiding Principles for this planning area include limited light industrial and commercial uses. Development is implemented through the Montiel Road Planning Area Development Plan. The Montiel Road Planning Area development plan allows for a variety of commercial, light industrial, warehouse, service, schools, trades, repair and warehouse type uses. The proposed use of the site for construction type services with fleet storage would be similar to the variety of uses currently permitted/conditionally permitted. Therefore, the proposed Project, with the requested land- use amendment, would be consistent with the General Plan Guiding Principles for the planning area and the Montiel Road Planning Area planned development.

2. Site and Architectural Design:

The Project consists of the modification of the existing 1,288 square foot single-story structure to support office uses along with the construction of a 1,325 square foot addition to provide ATTACHMENT 1

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Project Name: West Coast Arborists
Planning Commission Meeting
Date: March 28, 2023

4 employee training space and a 1,045 square foot warehouse. The architecture would be updated to provide a more contemporary style similar to other commercial/industrial buildings along Montiel Road. The building would focus the main office entry towards Montiel Road with an enhanced entry /trellis type feature. A similar type feature would be added to the warehouse roll-up doors, which are recessed into the site to provide the main visual focus on the office portion of the building. The building includes a stepped- back architectural design with the taller portion of the building (up to 21 feet in height) located behind the office structure, and includes varied rooflines. The wall planes incorporate vertical score lines and varied colors to help break up the mass and scale of the walls.

The eastern section and rear of the property are located at a lower elevation than Montiel Road, as well as the adjacent Interstate 15 northbound transition lanes to the east and Highway 78 on the south. The existing landscaped berms/topography along the highways screen most views into the site and the areas that would be used primarily for truck and equipment parking. The project will install a row of trees and shrubs along the highway frontages to further screen views into the site. An existing six -foot high chain link fence is located along the freeway frontage and includes a tan mesh screening material. The Montiel Road frontage would be landscaped to accent the building architecture and help soften views along the roadway and from residential properties north of the project site. The existing building also will screen views to the lower section of the site for any stor age behind the building. In order to provide appropriate screening of the fleet parking and equipment area located within the eastern portion of the site, a six-foot high decorative metal fence would be installed along the street frontage and include a layered planting of taller screening shrubs and trees. The fencing also will provide a security barrier and the two access driveways fronting Montiel Road would be gated. The gates would be recessed into the property approximately 40 feet to reduce the visual impact of security type fencing along the roadway.

3. Conditional Use Permit

The Montiel Road Planning land -use matrix does not list contractor office/services and fleet storage as a permitted use. In order to establish appropriate conditions for the development and operation of a contractor type operation that includes fleet and outdoor equipment storage, the discretionary Conditional Use Permit process is recommended. The CUP process also allows for public input on any development requests. The Conditions of Approval for the project include requirements for screening of the outdoor storage areas, design of the fencing and gates, and limits outdoor storage to the fleet vehicles, support equipment and potted or boxed plant materials for future planting. Any construction materials (such as fertilizer, pots, soils, etc.) must be stored within a completely enclosure building. Due to the proximity of residential development and views from the freeway, no outdoor storage or processing of green waste materials is allowed to include mulching, shredding or chipping of green waste.

ATTACHMENT 1

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Project Name: West Coast Arborists
Planning Commission Meeting
Date: March 28, 2023
5 C. ENVIRONMENTAL STATUS:

The Project qualifies for an exemption under CEQA Guidelines section 15301 (Existing Facilities), section 15303 (New Construction of Small Structures), section 15305 (Minor Alteration in Land- Use Limitations), and section 15332 (Infill Development) , which is included as Attachment 2 to this report.

D. PUBLIC INPUT:

Staff has not received any written correspondence from the public regarding the project as of the date of publication of this report.

CONCLUSION AND RECOMMENDATION:

The proposed Project is consistent with the Montiel Road Planning Area planned development , as proposed to be amended. The Project as proposed will not have a significant effect on the environment, as designed and conditioned. The location, size, design, and operating characteristics of the proposed project will not be incompatible with, adversely affect, n or be materially detrimental to adjacent land uses. The site is suitable for the type and intensity of use and development which is proposed. Staff recommends that the Planning Commission recommend approval of the Project based upon the factors/findings and conditions as described in this staff report and as detailed in Exhibits “A” through “ E” to Draft Planning Commission Resolution No. 2023-06.

ATTACHMENTS:

1. Locat
ion and Aerial

2. Notice of Exemption

3. Planning Commission Resolution No. 2023- 06, with Exhibits “A” through “E” ATTACHMENT 1

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Montiel Road Planning Area
Project Site
County of San Diego
Project Site
1359 Montiel Road
APN 228-240-53-00
ATTACHMENT 1
ATTACHMENT 1

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CITY OF ESCONDIDO

PLANNING DIVISION
201 NORTH BROADWAY
ESCONDIDO, CA 92025-2798
(760) 839-4671
Notice of Exemption
To: San Diego Assessor/Recorder/County Clerk
Attn: Fish and Wildlife Notices
1600 Pacific Highway, Room 260
San Diego, CA 92101
MS A-33
From: City of Escondido
201 North Broadway
Escondido, CA 92025
Project Title/Case No.: West Coast Arborist / PL22-0512 Pro
ject Location - Specific: The approximately 1.3-acre site is located on southern side of Montiel Road, north of Highway 78, west of Interstate 15, addressed as 1359 Montiel Road (Assessor Parcel No. 228-240-54-00).

Pro
ject Location - City: Escondido Project Location - County: San Diego Des
cription of Project: Modification to the Montiel Road Planning Area Development Plan, to allow construction services and outdoor storage, including fleet and construction equipment storage, as a conditionally permitted use.

The request also includes a Precise Development Plan for the remodel of an existing 1,288 square foot building, demolition of three small accessory structures , and a 2,370 square foot building addition for employee training and warehouse/storage purposes, along with site and street frontage improvements and landscaping. A Conditional Use Permit also is requested to allow the proposed use in conformance with the modification to the land- use matrix.

Name of Public Agency Approving Project: City of Escondido Name of Person or Agency Carrying Out Project:

Name: West Coast Arborists, Inc (Pat Mahoney) Telephone: (714) 991-1900 Address: 2200 E. Via Burton Street, Anaheim, CA 92806
Private entity School district Local public agency State agency Other special district Exempt Status: The project is categorically exempt from further CEQA review pursuant to CEQA Guidelines section 15301 (Existing Facilities), section 15303 (New Construction of Small Structures), section 15305 (Minor Alteration in Land-Use Limitations), and section 15332 (Infill Development).

Reasons why project is exempt:

The 1.3-acre project site is within City limits and is surrounded by urban/ commercial/industrial uses. The Project building additions would not exceed 10,000 square feet and all public facilities are available to serve the site. The project site has previous been used for office, warehouse and outdoor storage uses. The desi gn of the project is consistent with the applicable Planned Commercial ( PC) General Plan land- use designation and all applicable general plan policies as well as with applicable Montiel Road Planning Area regulations. It has been determined the project would not result in any significant impacts to traffic, noise, air quality, or water quality. The project site does not contain any sensitive habitat or environmentally sensitive areas. All required utilities and public services can be provided to the site with existing facilities located within adjacent streets or easements.

Lead Agency Contact Person: Jay Paul, Planning Division Area Code/Telephone/Extension (760) 839-4537 Signature JPaul 3-23-2023
Jay Paul, Senior Planner Date
Signed by Lead Agency Date received for filing at OPR: N/A ATTACHMENT 2
ATTACHMENT 1

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Planning Commission
Hearing Date: March 28, 2023
Effective Date: March 29, 2023

PLANNING COMMISSION RESOLUTION NO. 2023-06

A RESOLUTION OF THE PLANNING COMMISSION

OF THE CITY OF ESCONDIDO, CALIFORNIA ,

RECOMMENDING CITY COUNCIL APPROVAL OF A

MODIFICATION TO THE MONTIEL ROAD PLANNING

AREA MASTER PLAN IN CONJUNCTION WITH A

PRECISE DEVELOPMENT PLAN AND CONDITIONAL

USE PERMIT FOR A CONSTRUCTION SERVICES

COMPANY WITH ANCILLARY OUTDOOR STORAGE

OF FLEET VEHICLES

APPLICANT: West Coast Arborists

CASE NOs: PL22-0512

WHEREAS, West Coast Arborist, Inc., (“Applicant”), filed a land use development application, Planning Case No. PL22-0512 (“Application”), constituting a request for an Amendment to the land use matrix of the Montiel Road Planning Area Development Plan, along with a Precise Development Plan and Conditional Use Permit to allow construction services with fleet parking and construction equipment storage as a conditionally permitted use (“Project”), on approximately a 1.3 parcel located on t he south side of Montiel Road, north of Highway 78 and east of Deodar Road, addressed at 1359 Montiel Road (Assessor’s Parcel Number 228-240-54-00); and
WHEREAS, the subject property is located within Montiel Road Planning Area and is all that real property described in Exhibit "A," which is attached hereto and made a part hereof by this reference as though fully set forth herein (“Property”); and ATTACHMENT 3
ATTACHMENT 1

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WHEREAS, the A pplication was submitted to, and processed by, the Planning Division of the Development Services Department in accordance with the rules and regulations of the Escondido Zoning Code and the applicable procedures and time limits specified by the Permit Streamlining Act (Government Code section 65920 et seq.) and the California Environmental Quality Act (Public Resources Code section 21000 et seq.) (“CEQA”); and
WHEREAS, pursuant to CEQA and the CEQA Guidelines (Title 14 of California Code of Regulations, Section 15000 et. seq.), the City is the Lead Agency for the Project, as the public agency with the principal responsibility for approving the proposed Project ; and
WHEREAS, the Planning Division studied the Application, performed necessary investigations, prepared a written report, and hereby recommends approval of the Project as depicted on the plan set shown in Exhibit " B," which is attached hereto and made a part hereof by this reference as though fully set forth herein; and WHEREAS, City staff provided public notice of the application in accordance with City and State public noticing requirements; and
WHEREAS, on March 28 , 2023, the Planning Commission held a duly noticed public hearing as prescribed by law, at which time the Planning Commission received and considered the reports and recommendation of the Planning Division and gave all persons full opportunity to be heard and to present evidence and testimony regarding the Project. Evidence was submitted to and considered by the Planning Commission, including, without limitation:

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a. Written information including plans, studies, written and graphical information, and other material, submitted by the Applicant;
b. Oral testimony from City staff, interested parties, and the public; c. The staff report, dated March 28, 2023, with its attachments as well as City staff’s recommendation on the Project, which is incorporated herein as though fully set forth herein; and
d. Additional information submitted during the public hearing; and WHEREAS, the public hearing before the Planning Commission was conducted in all respects as required by the Escondido Municipal Code and the rules of this Planning Commission; and
WHEREAS, Ordinance No. 78- 02, enacted pursuant to Section 65974 of the Government Code and pertaining to the dedication of land and fees for school facilities, has been adopted by the City of Escondido.

NOW, THEREFORE, BE IT RESOLVED by the Planning Commission of the City of Escondido that:

1. The above recitations are true and correct.

2. The Planning Commission, in its independent judgment, has determined the Project to be exempt from environmental review pursuant to CEQA Guidelines section 15301 (Existing Facilities) and section 15303 (New Construction of Small Structures ), section 15305 ( Minor Alteration in Land Use Limitations), and section 15332 (In- fill Development Projects).

3. After consideration of all evidence presented, and studies and investigations made by the Planning Commission and on its behalf, the Planning ATTACHMENT 1

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Commission makes the substantive findings and determinations detailed in Exhibit “C,” which is attached hereto and made a part hereof by this reference as though fully set forth herein, relating to the information that has been considered. In accordance with the Findings of Fact and the foregoing, the Planning Commission reached a recommendation on the matter as hereinafter set forth.

4. The amendment to the Montiel Road Planning Area land-use matrix set forth in Exhibit “D,” and the application to use the Property for the Project, subject to each and all of the conditions hereinafter set forth in Exhibit “E,” are hereby recommended for approval by the City Council. The Planning Commission expressly declares that it would not have recommended approval of this Application except upon and subject to each and all of said conditions, each and all of which shall run with the land and be binding upon the Applicant, the owner, and all subsequent owners of the Property, and all persons who use the Property for the use permitted hereby.

5. The development plans for the Project are on file in the Planning Division of the Development Services Department and are available for inspection by anyone interested herein, and the development plans are incorporated herein by this reference as if they were fully set forth herein. The Project is recommended for conditional approval as set forth on the Application and Project drawings, all recommended for approval by the City Council, and which shall not be altered without the express authorization by the Planning Division. Any deviations from the approved development plans shall be reviewed by the City for substantial compliance and may require amendment by the appropriate hearing body.

ATTACHMENT 1

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BE IT FURTHER RESOLVED that, pursuant to Government Code s ection 66020(d)(1):

1. NOTICE IS HEREBY GIVEN that t he Project is subject to dedications, reservations, and exactions, as specified in the Conditions of Approval. The Project is subject to certain fees described in the City of Escondido’s Development Fee Inventory on file in both the Community Development and Public Works Departments. The Applicant shall be required to pay all development fees of the City then in effect at the time and in such amounts as may prevail when building permits are issued. It is the City’s intent that the costs representing future development’s share of public facilities and capital improvements be imposed to ensure that new development pays the capital costs associated with growth. The Applicant is advised to review the Planned Fee Updates portion of the web page, www.escondido.org
, and regularly monitor and/or review fee-
related information to plan for the costs associated with undertaking the Project.

2. NOTICE IS FURTHER GIVEN that the 90 -day period during which to protest the imposition of any fee, dedication, reservation, or other exaction described in this Resolution begins on the effective date of this Resolution, and any such protest must be in a manner that complies with Government Code section 66020.

ATTACHMENT 1

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PASSED, ADOPTED, AND APPROVED by a majority vote of the Planning Commission of the City of Escondido, California, at a regular meeting held on the 11th day of April, 2023, by the following vote, to wit:

AYES: COMMISSIONERS:

NOES: COMMISSIONERS:

ABSTAINED: COMMISSIONERS:

ABSENT: COMMISSIONERS:

______________________________
Katharine Barba, Chair
Escondido Planning Commission
ATTEST:

______________________________
Andrew Firestine, Secretary of the
Escondido Planning Commission

I hereby certify that the foregoing Resolution was passed at the time and by the vote above stated.

_____________________________
Annie Ward, Minutes Clerk
Escondido Planning Commission

ATTACHMENT 1

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EXHIBIT “A”

Legal Description

Resolution No. 2023-06

ATTACHMENT 1

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EXHIBIT “B”

Plans
Resolution No. 2023-06
ATTACHMENT 1

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ATTACHMENT 1

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ATTACHMENT 1

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ATTACHMENT 1

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6’ Security Fence
6’ Security Fence
6’ Security Fence
ATTACHMENT 1

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ATTACHMENT 1

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EXHIBIT “C”

FACTORS TO BE CONSIDERED / FINDINGS OF FACT

Resolution No. 2023-06

PLANNING CASE NUMBER: PL22-0512

Environmental Determinations:

1. Pursuant to the California Environmental Quality Act, (" CEQA"), Public Resources Code section 21000 et. seq.), and its implementing regulations (the State CEQA Guidelines), Article 14 of the California Code of Regulations section 15000 et. seq., the City of Escondido (“City”) is the Lead Agency for the project (“Project”), as the public agency with the principal responsibility for approving the Project.

2. The Project qualifies for an exemption from further environmental review pursuant to CEQA Guidelines section 15301 (Existing Facilities), section 15303 (New Construction of Small Structures), section 15305 (Minor Alteration in Land -Use Limitations), and section 15332 (Infill Development) .

The proposed development is located on an infill commercial/industrial zoned parcel surrounded by urban uses and proposes building additions less than 10,000 square feet. The site has previously been developed and full y disturbed, and used for a variety of residential, commercial and industrial/storage type uses. Therefore, the site has no value for special status species. The property can be adequately served by all required utilities and public services, and the project would not result in any significant effects relating to traffic, noise, air quality, or water quality. The proposed modification to land-use limitations only involves a modification to the list of permitted/conditionally permitted uses. The Project also does not trigger any exceptions to the categorical exemption as listed in CEQA Guidelines section 15300.2.

3. The Planning Commission has independently considered the full administrative record before it, which includes but is not limited to the March 28, 2023, Planning Commission staff report; testimony by staff and the public; and other materials and evidence submitted or provided to it. The administrative record demonstrates that each of the above requirements have been satisfied. No substantial evidence has been submitted that would support a finding that any of the above-described exemption requirements have not been satisfied. The Project will not have a significant effect on the environment, and all of the requirements of CEQA have been met.

3. All of the requirements of the California Environmental Quality Act have been met because it was found that the project will not have a significant effect on the environment as demonstrated in the Class 1, 3, 5, and 32 CEQA Exemption prepared for the Project, dated March 23, 2023.

Planned Development Determinations:

1. The City’s General Plan land-use designation for the project site is Planned Commercial (PC - Montiel Road #11). The Guiding Principles for this planning area include limited light industrial and commercial uses. Development is implemented through the Montiel Road Planning Area development plan. The Montiel Road Planning Area development plan allows for a variety of commercial, light industrial, warehouse, service, schools, trades, repair and warehouse type uses.

The proposed use of the site for construction type services (office, storage and warehouse) with fleet/equipment storage would be similar to the variety of uses currently permitted/conditionally ATTACHMENT 1

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permitted. Therefore, the proposed Project, with the requested land- use amendment, would be consistent with the General Plan Guiding Principles for the planning area and the Montiel Road Planning Area planned development. The overall design of the proposed Project will produce an attractive, efficient development that utilizes quality building materials and ample landscaping with appropriate on-site parking. The proposed project would not diminish the Quality -of-Life Standards of the General Plan as the project would not materially degrade the level of service on adjacent streets and intersections or public facilities, create excessive noise or compa tibility impacts. Adequate on- site parking, circulation and public services can be provided to the site.

2. The approval of the proposed Project would be based on sound principles of land use and the project is well- integrated with the surrounding residential and commercially developed properties . The overall design produces an attractive, efficient and stable environment. The project site is zoned for limited industrial/commercial development and is adjacent to commercial/industrial development to the west and south across State Route 78. Multi-family residential development is located to the north across Montiel Road. Adequate on-site parking, access, on-site circulation and utilities would be provided. The Engineering/Traffic Division determined that all vehicular traffic generated by the Project would be accommodated safely and would not create any adverse impacts to the adjacent roadways or intersections. On-site grading would be minimal and the street along the site frontage would be improved to include appropriate road widening, curb, gutter and sidewalk . The proposed modification to the building and additions would be consistent with the height limits of the planned development and compatible with one- and two story residential and commercial/industrial developments along Montiel Road. The building architecture includes a more contemporary style and utilizes certain exterior elements and materials to be compatible with the mix of architectural styles and materials throughout the area. In addition, the perimeter of the site will be landscaped to further soften and screen views into the site from the adjacent roadways.

3. The Engineering Department and Utilities Department indicated there are adequate public services in the adjacent street and/or easements to support the project and the project would not provide an undue or negative impact on existing public facilities and services. The Project would be service by the Escondido Police and Fire Departments. The project would not adversely impact e mergency services.

4. The site has previously been developed and paved and does not require extensive earth moving.

Limited grading will be necessary to support the required street improvements and new building pad areas. A retaining wall up to five feet in height will be constructed along a portion of the Montiel Avenue street frontage and face inward towards the project site. The site is an infill development located within an urban area and does not contain any desirable natural features. The project is not located within a significant view-shed corridor and would not adversely obstruct any views of identified hillside and ridgelines from Interstate 15 and Highway 78. The project and building design/modifications with limited building height would not result in any visual obstructi on or be disharmonious with the surrounding area and facilities, as described in the sections above.

5. The uses proposed have a beneficial effect not obtainable under existing zoning regulations and the Planned Development process is required to facilitate development of the project in accordance with the General Plan Land-Use designation of Planned Commercial, and the Guiding Principles for the Montiel Road Planning Area Planned Development. The subject site is zoned Planned Development- Commercial (PD -C) and Planned developments may set their own development standards to encourage creative approaches to the use of land through variation in the siting of buildings and design that enhances the appearance and usability of the project. The development proposes a variety of setbacks and appropriate orientation of the buildings and design features (including entries, loading and building access areas, storm water features, landscaping and walls) to correspond to and reduce potential impacts to the variety of adjacent land uses and the built environment. Approval of the proposed Project would be based on sound principles of land use and is well -integrated with its ATTACHMENT 1

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surroundings. All vehicular traffic generated by the Project will be accommodated safely and without degrading the level of service on the adjoining streets or intersections.

Conditional Use Permit Determinations

1. Granting the Conditional Use Permit to allow for contractor services along with fleet and out door equipment storage is based on sound principles of land use because adequate parking, access, on- site circulation, utilities, storm water facilities, and landscaping would be provided (as detailed in the staff report). The proposed Project would not diminish the quality of life standards of the General Plan because the Project would not materially degrade the level of service on adjacent streets or public facilities, nor create excessive noise, and adequate public services are currently provided on- site. The proposed development would be well integrated into its surroundings because the proposed structures would incorporate compatible architectural design, materials, and colors, and the Project would not be visually obstructive or disharmonious with surrounding areas, or harm major views from adjacent properties. The proposed use is in response to services required by the community because the facility provides a N orth C ounty satellite for professional tree maintenance and management services to municipalit ies and public agencies. Appropriate conditions have been incorporated to address any potential impacts related to storage of equipment/materials and operations.

2. The proposed Conditional Use Permit will not cause deterioration of bordering land uses or create special problems for the area in which it is located. The Engineering/Traffic Division determined that all vehicular traffic generated by the Project would be accommodated safely and would not create any adverse impacts to the adjacent roadways or intersections. On-site processing of materials is not permitted and therefore would not create any adverse noise impacts to adjacent uses. On -site grading would be minimal and the street along the site frontage would be improved to include appropriate road widening, curb, gutter and sidewalk. The proposed modification to the building and additions would be consistent with the height limits of the planned development and compatible with one- and two-story residential and commercial/industrial developments along Montiel Road. The building architecture includes a more contemporary style and utilizes certain exterior elements and materials to be compatible with the mix of architectural styles and materials throughout the area. In addition, the perimeter of the site will be landscaped to further soften and screen views into the site from the adjacent roadways. The proposal meets the purpose of the Municipal and Zoning Codes as it would be consistent with the established rules of the proposed zoning district.

3. The proposed Conditional Use Permit has been considered in relationship to its effect on the neighborhood and it has been determined to be compatible with the surrounding commercial, industrial and residential properties and General Plan policies because the use would not create any land use or other adverse impacts that are not adequately mitigated. The Conditional Use Permit is subject to conditions of approval necessary and desirable to preserve the public health, safety, and general welfare. The use also would not create any excessive noise, traffic, or other adverse impacts, as noted in the sections above.

ATTACHMENT 1