Agenda packet — Escondido City Council, May 10, 2023 (part 1 of 2)

CITY of ESCONDIDO
Council Meeting Agenda
WEDNESDAY, MAY 10, 2023
4:00 PM - Closed Session (Parkview Conference Room)
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, May 10, 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, May 10, 2023

CLOSED SESSION
4:00 PM

CALL TO ORDER

1. Roll Call: C. Garcia, J. Garcia, Martinez, Morasco, White

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.

CLOSED SESSION

1. CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section §54957.6) a. Agency Representative: Sean McGlynn, City Manager, or designee Employee Organization: Police Officers' Association Sworn Personnel Bargaining Unit b. Agency Representative: Sean McGlynn, City Manager, or designee Employee Organization: Police Officers' Association Non-Sworn Personnel Bargaining Unit c. Agency Representative: Sean McGlynn, City Manager, or designee Employee Organization: Firefighters’ Association Safety and Non-safety Bargaining Unit d. Agency Representative: Sean McGlynn, City Manager, or designee Employee Organization: ECEA Unit (SUP)
e. Agency Representative: Sean McGlynn, City Manager, or designee Employee Organization: Maintenance and Operations Bargaining Unit (Teamsters Local 911 and ACE)

ADJOURNMENT
3 Wednesday, May 10, 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 remarks 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

PROCLAMATION
Economic Development Week, May 8-12, 2023

PRESENTATION
Certificate of Recognition – Orange Glen High School Skateboarding Team

CLOSED SESSION REPORT

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.
4 Wednesday, May 10, 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:
 372534 – 372719 dated April 12, 2023
 372720 – 372974 dated April 19, 2023
 372975 – 373178 dated April 26, 2023
Staff Recommendation: Approval (Finance Department: Christina Holmes)

3. APPROVAL OF MINUTES: Regular Meetings of April 12, 2023 and April 19, 2023

4. WAIVER OF READING OF ORDINANCES AND RESOLUTIONS –

5. ADOPTION OF MASTER SERVICES AGREEMENT WITH COGNIZANT WORLDWIDE LIMITED AND

AFFILIATES FOR WORKDAY SOFTWARE IMPLEMENTATION
Request the City Council adopt Resolution No. 2023-56, authorizing the Mayor to execute, on behalf of the City of Escondido, a Master Services Agreement with Cognizant Worldwide Limited, including its U.S. affiliates, Cognizant Technology Solutions U.S. Corporation and Collaborative Solutions, LLC, (“Collaborative”) for implementation services of the Workday SaaS subscription.

Staff Recommendation: Approval (Information Systems Department: 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
a) Resolution No. 2023-56
5 Wednesday, May 10, 2023

6. TERMINATING THE GROUND LEASE BETWEEN THE CITY OF ESCONDIDO AND TRANSFORMCO;

ENTERING INTO A GROUND LEASE BETWEEN THE CITY OF ESCONDIDO AND COSTCO WHOLESALE CORPORATION; AND DECLARATION OF EXEMPT SURPLUS PROPERTY Request the City Council adopt Resolution No. 2023-47 authorizing the Mayor and other Authorized Officers to execute two documents: 1) An agreement terminating the existing Ground Lease between the City of Escondido and Transform Operating Stores (“Transformco”) for the former Sears site at 210 East Via Rancho Parkway (herein referred to as the “Sears Site”) at the North County Mall Property in Escondido; 2) A Ground Lease between the City of Escondido and Costco Wholesale Corporation (“Costco”) for the same site. Additionally, request the City Council further declare the subject property as Exempt Surplus Property pursuant to Government Code section 54221(f)(1)(G).

Staff Recommendation: Approval (City Manager’s Office: Christopher W. McKinney, Deputy City Manager/Director of Utilities)
Presenter: Christopher W. McKinney
a) Resolution No. 2023-47

CONSENT RESOLUTIONS AND ORDINANCES (COUNCIL/RRB)
The following Resolutions and Ordinances were heard and acte d upon by the City Council/RRB at a previous City Council/Mobilehome Rent Review meeting. (The title of Ordinances listed on the Consent Calendar are deemed to have been read and further reading waived.)

7. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ESCONDIDO, CALIFORNIA, APPROVING AN

AMENDMENT TO THE MONTIEL ROAD MASTER PLAN ALONG WITH A PRECISE DEVELOPMENT PLAN

FOR A CONTRACTOR SERVICE OFFICE AND OUTDOOR EQUIPMENT STORAGE APPLICANT: West Coast Arborists CASE NO.: PL22-0512
Approved on April 19, 2023 with a vote of 4/0 (C. Garcia Absent) a) Ordinance No. 2023-08 (Second Reading and Adoption)

8. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ESCONDIDO, CALIFORNIA, APPROVING AND

RENEWING THE ESCONDIDO POLICE DEPARTMENT MILITARY EQUIPMENT USE POLICY Approved on April 19, 2023 with a vote of 4/0 (C. Garcia Absent) a) Ordinance No. 2022-07 (Second Reading and Adoption)

6 Wednesday, May 10, 2023

CURRENT BUSINESS

9. FINANCIAL REPORT FOR THE QUARTER ENDED MARCH 31, 2023 AND BUDGET ADJUSTMENT REQUEST Request the City Council receive and file the third quarter financial report for Fiscal Year 2022/23 and adopt Budget Adjustments to amend the Fiscal Year 2022/23 operating and capital improvement budgets.

Staff Recommendation: Approval (Finance Department: Christina Holmes, Director of Finance) Presenter: Christina Holmes

10. REVIEW AND UPDATE OF CITY COUNCIL INTERAGENCY AND SUBCOMMITTEE ASSIGNMENTS Request the City Council ratify members to serve on the Mayor/Council boards and subcommittees per the attached listing.

Staff Recommendation: Approval (City Clerk's Office: Zack Beck, City Clerk) Presenter: Dane White, Mayor

11. PLANNING COMMISSION INTERVIEWS
Request the City Council conduct interviews of applicants to fill an unscheduled vacancy on the Planning Commission.

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

FUTURE AGENDA

12. 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)

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 repo rt is also available on the City’s website, www.escondido.org.
7 Wednesday, May 10, 2023

ADJOURNMENT

UPCOMING MEETING SCHEDULE
Wednesday, May 17, 2023 4:00 & 5:00 PM Regular Meeting, Council Chambers Wednesday, May 24, 2023 4:00 & 5:00 PM Regular Meeting, Council Chambers

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.

8 Consent Item No. 1 May 10, 2023

A F F I D A V I T S

I T E M

P O S T I N G – NONE

9 Item1.

STAFF REPORT

May 10, 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:
372534 – 372719 dated April 12, 2023
372720 – 372974 dated April 19, 2023
372975 – 373178 dated April 26, 2023

Staff Recommendation: Approval (Finance Department: Christina Holmes)

FISCAL ANALYSIS
The total amount of the warrants for the following periods are as follows:

April 6 – April 12, 2023, is $2,599,928.42
April 13 – April 19, 2023, is $3,466,057.17
April 20 – April 26, 2023, is $2,374,107.54

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.

April 12, 2023 Escondido City Council Minutes Page 1 of 4

REGULAR SESSION
5:00 PM Regular Session
April 12, 2023

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
Earth Day, April 22, 2023
National Fair Housing Month

PRESENTATIONS
Escondido Non-Profit Grant Program Presentation by the Escondido Community Foundation

ORAL COMMUNICATIONS
None.

CONSENT CALENDAR
Motion: Morasco; Second: Martinez; Approved: 5-0

1. AFFIDAVITS OF PUBLICATION, MAILING, AND POSTING (COUNCIL/RRB) - 11 Item3.

April 12, 2023 Escondido City Council Minutes Page 2 of 4

2. APPROVAL OF WARRANT REGISTER (COUNCIL) -
Request the City Council approve the City Council and Housing Successor Agency warrant numbers:
 372163 – 372164 dated March 27, 2023
 372165 – 372384 dated March 29, 2023
Staff Recommendation: Approval (Finance Department: Christina Holmes)

3. APPROVAL OF MINUTES: Regular Meeting of March 22, 2023

4. WAIVER OF READING OF ORDINANCES AND RESOLUTIONS –

5. FISCAL YEAR 2022 STATE OF CALIFORNIA PASS THROUGH GRANT AND BUDGET ADJUSTMENT Request the City Council adopt Resolution No. 2023-38 authorizing the Escondido Fire Department to accept Fiscal Year 2022 State of California Pass Through funds in the amount of $250,000; authorize the Fire Chief or his designee to execute the subrecipient documents on behalf of the City; and approve budget adjustments needed to create a project code and spend the funds to refurbish the fire training facility and address infrastructure needs. (File Number 0480-70)
Staff Recommendation: Approval (Fire Department: Rick Vogt, Fire Chief) Presenter: John Tenger, Deputy Fire Chief
a) Resolution No. 2023-38

6. BUREAU OF STATE AND COMMUNITY CORRECTIONS FISCAL YEAR 2022-23 OFFICER

WELLNESS AND MENTAL HEALTH GRANT AND BUDGET ADJUSTMENT
Request the City Council adopt Resolution No. 2023-39, authorizing the Escondido Police Department to accept a Bureau of State and Community Corrections (BSCC) FY 2022-23 Officer Wellness and Mental Health Grant in the amount of $94,781.16; authorize the Chief of Police or his designee to execute grant documents on behalf of the City; and approve budget adjustments needed to spend grant funds. (File Number 0480-70) Staff Recommendation: Approval (Police Department: Edward Varso, Chief of Police) Presenter: Edward Varso
a) Resolution 2023-39

7. PURCHASE POLIGON SHADE STRUCTURES FOR THE ESCONDIDO CREEK TRAIL EXPANSION

PROJECT
Request the City Council adopt Resolution No. 2023-40, authorizing the Mayor to execute, on behalf of the City, a cooperative Purchase Agreement through Sourcewell with the Porter 12 Item3.

April 12, 2023 Escondido City Council Minutes Page 3 of 4

Corporation of Holland, Michigan, in the amount of $204,097.63 for the purchase of eight (8) Poligon shade structures for the Escondido Creek Trail Expansion and Renovation Project. (File Number 0600-10)
Staff Recommendation: Approval (Public Works Department: Joseph Goulart, Director of Public Works)
Presenter: Wayne Thames, Public Works Superintendent
a) Resolution No. 2023-40

CURRENT BUSINESS

8. BOARD AND COMMISSION INTERVIEWS
Request the City Council conduct interviews of applicants to fill vacancies on the City's Boards and Commissions. (File Number 0120-15)
Staff Recommendation: None (City Clerk’s Office: Zack Beck, City Clerk) Presenter: Zack Beck, City Clerk
No council action required.

FUTURE AGENDA

9. 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) Mayor White – Declaration of Planning Commission Vacancy.

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.
13 Item3.

April 12, 2023 Escondido City Council Minutes Page 4 of 4

ORAL COMMUNICATIONS
None.

ADJOURNMENT
Mayor White adjourned the meeting at 6:35 p.m.

______________________________ _______________________________

MAYOR CITY CLERK

14 Item3.

April 19, 2023 Escondido City Council Minutes Page 1 of 7

REGULAR SESSION
5:00 PM Regular Session
April 19, 2023

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

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

PROCLAMATIONS
National Volunteer Week, April 16-22, 2023

PRESENTATIONS
Volunteer Escondido
Council Awards

ORAL COMMUNICATIONS
Anna Mein – Shared the Sierra Club At-Home Climate Action Workbook.

Nova Birch – Expressed concern regarding the police budget.

Clay Scheller – Expressed concern regarding lack of services for individuals experiencing homelessness.

Christianne McCormick – Expressed concern regarding lack of services for individuals experiencing homelessness.

15 Item3.

April 19, 2023 Escondido City Council Minutes Page 2 of 7

Nancy Burian – Requested the City Council work with Dr. Drew Pinsky regarding the homelessness issue.

Tori Barron – Requested the establish more strict rent control guidelines.

CONSENT CALENDAR
Motion: Morasco; Second: Martinez; Approved: 4-0 (C. Garcia – Absent)

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. (File Number 0600-10; A-3451)
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. (File Number 0740-30)
16 Item3.

April 19, 2023 Escondido City Council Minutes Page 3 of 7

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

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. (File Number 0600-10; A-3453)
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. (File Number 0120-15)
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. (File Number 0830-07)
Staff Recommendation: Approval (Development Services Department: Andrew Firestine, Director of Development Services)
Presenter: Jay Paul, Senior Planner
17 Item3.

April 19, 2023 Escondido City Council Minutes Page 4 of 7

a) Ordinance No. 2023- 08 (First Reading and Introduction) b) Resolution No. 2023-44
Motion: J. Garcia; Second: Morasco; Approved: 4-0 (C. Garcia – Absent)

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 direction on the funding priorities for CDBG and HOME activities for FY 2023 -24 and adopt Resolution No. 2022 -37, approving the substantial amendment to the 2020 and 2021 Annual Action Plans. (File Number 0830-20) 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
Item continued to May 24, 2023.

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. (File Number 0830-20) 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 18 Item3.

April 19, 2023 Escondido City Council Minutes Page 5 of 7

a) Resolution No. 2023-50

Motion: Morasco; Second: Garcia; Approved: 4-0 (C. Garcia – Absent)

b) Resolution No. 2023-07

Motion: White; Second: Martinez; Approved: 4-0 (C. Garcia – Absent)

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”). (File Number 0110-10) 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
Clay Scheller – Expressed opposition to this item.

Christianne McCormick – Expressed opposition to this item.

Tori Barron – Expressed opposition to this item.

Alexander Garvin – Expressed concern regarding this item.

Hannah Jarrell – Expressed opposition to this item.

Jeremiah Bursian – Expressed opposition to this item.

Glen Cairos – Expressed support for this item.

Robert Netherton – Expressed support for this item.

Athena Mora – Expressed opposition to this item.

Zachary Deneris – Expressed opposition to this item.

Motion: Morasco; Second: J. Garcia; Approved: 4-0 (C. Garcia – Absent) 19 Item3.

April 19, 2023 Escondido City Council Minutes Page 6 of 7

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). (File Number 0830-20) Staff Recommendation: Approval (Development Services Department: Andrew Firestine, Director of Development Services)
Presenter: Jay Paul, Senior Planner
Alexander Garvin – Requested that rents at this location be set at 30 -50% of adjusted median income.

Motion: J. Garcia; Second: Martinez; Approved: 4-0 (C. Garcia – Absent)

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. (File Number 0120-15)
Staff Recommendation: None (City Clerk’s Office: Zack Beck) Presenter: Zack Beck
No Council action on this item.

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) Mayor White – Review of Interagency and Subcommittee Assignments

COUNCILMEMBERS SUBCOMMITTEE REPORTS AND OTHER REPORTS
20 Item3.

April 19, 2023 Escondido City Council Minutes Page 7 of 7

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
None.

ADJOURNMENT
Mayor White adjourned the meeting at 7:15 p.m.

______________________________ _______________________________

MAYOR CITY CLERK

21 Item3.
22 Item4.

STAFF REPORT

May 10, 2023
File Number 0600-10; A-3455

SUBJECT

ADOPTION OF MASTER SERVICES AGREEMENT WITH COGNIZANT WORLDWIDE LIMITED AND

AFFILIATES FOR WORKDAY SOFTWARE IMPLEMENTATION

DEPARTMENT
Information Systems

RECOMMENDATION
Request that the City Council adopt Resolution No. 2023-56, authorizing the Mayor to execute, on behalf of the City of Escondido, a Master Services Agreement with Cognizant Worldwide Limited, including its U.S. affiliates, Cognizant Technology Solutions U.S. Corporation and Collaborative Solutions, LLC, (“Collaborative”) for implementation services of the Workday SaaS subscription.

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.

The funding for implementation services is included in the Capital Improvement Project 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.

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, 23 Item5.

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.

Given that the City’s current ERP software is end of life, the City entered into a proc ess 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 SaaS solutions and Implementation services. The project team and senior leadership found the combination of Workday, Inc. (SaaS Solution) and Collaborative Solutions, an affiliate of Cognizant Technology Solutions U.S.

Corporation (Implementation Services) 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.

During the April 19, 2023 City C ouncil meeting, Council approved a Main Subscription Agreement with Workday, Inc. This companion item is to approve a Master Services Agreement with Cognizant Worldwide Limited, including its U.S. affiliates Cognizant Technology Solutions U.S. Corporation and Collaborative, to assist City staff in the implementation of the Workday software. The implementation will be a year-long process to architect and configure the City’s Workday environment , train staff, migrate data , and thoroughly test. Following go-live, Collaborative will provide support for a limited period to address any issues discovered.

RESOLUTIONS
a. Resolutions No. 2023-56
b. Resolution No. 2023-56 Exhibit “A”

24 Item5.

RESOLUTION NO. 2023-56

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

ESCONDIDO, CALIFORNIA, AUTHORIZING THE MAYOR TO

EXECUTE, ON BEHALF OF THE CITY, A MASTER SERVICES

AGREEMENT WITH COGNIZANT WORLDWIDE LIMITED,
INCLUDING ITS U.S. AFFILIATES, COGNIZANT
TECHNOLOGY SOLUTIONS U.S. CORPORATION AND

COLLABORATIVE SOLUTIONS, LLC, FOR

IMPLEMENTATION SERVICES OF THE WORKDAY, INC

SOFTWARE
WHEREAS, the City of Escondido ("City) desires to engage the services of an Information Technology firm to implement and support the use of previously purchased Workday, Inc SaaS software; and
WHEREAS, the City’s Chief Information Officer has recommended the execution of a Master Services Agreement with Cognizant Worldwide Limited, including its US affiliates Cognizant Technology Solutions U.S. Corporation and Collaborative Solutions, LLC, (“Collaborative”) for implementation services of the Workday SaaS subscription; and
WHEREAS, the City Council desires at this time and deems it to be in the best public interest to approve the Master Services Agreement.

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 Master Services Agreement with with Cognizant Worldwide Limited, including its U.S. affiliates, Cognizant Technology Solutions U.S. Corporation and Collaborative Solutions, LLC, (“Collaborative”) for implementation services 25 Item5.
of the Workday SaaS subscription in the amount of $3,241,781, which is attached hereto and incorporated to this Resolution as Exhibit "A" and subject to final approval as to form by the City Attorney. 26 Item5.

MASTER SERVICES AGREEMENT
This Master Services Agreement (this “Agreement”), dated as of May 10, 2023, is made by and between City of Escondido, California, a California municipal corporation with its principal office located at 201 N . Broadway, Escondido, California 92025, United States of America (“ Client”), and Cognizant Worldwide Limited, a United Kingdom limited liability company with its principal office located at 280 Bishopsgate, Liverpool Street, London EC2M 4AG, United Kingdom (“CWW” or “Cognizant”). In addition, Cognizant Technology Solutions U.S. Corporation (“CTS US”) shall execute this Agreement together with Cognizant solely for the purpose of acknowledging that CTS US is authorized to perform for Cognizant any Services to be provided to Client in the United States of America pursuant to a relevant Statement of Work (as defined below), which CTS US , Collaborative Solutions, LLC, or another U.S. Affiliate may also execute for such purpose as provided in Section 1.1. For the purposes of this Agreement, Client and Cognizant may each be referred to as “Party” or, collectively, as the “Parties.” The Parties, intending to be legally bound, hereby agree as follows:

1. SERVICES.

1.1 Services. Cognizant and Client will develop and enter into one or more statements of work incorporating a description of the specific services to be provided, each in a form mutually agreed by the Parties (a “Statement of Work” or “SOW”). Each Statement of Work will set forth, among other things, project scope, various project activities and tasks to be performed by the Parties, and roles and responsibilities of the Parties. Cognizant may provide to Client the following types of services as, and to the extent, described in each Statement of Work: (i) the management of certain business and IT operational services, which may be performed either onsite or from remote locations (“ Managed Services”); (ii) certain consulting, development, integration and or other support services provided in addition to the Managed Services (“Professional Services ”); and (iii) any other services described as Cognizant’s obligation in a Statement of Work, (collectively the “Services”). In addition, Cognizant will provide to Client certain results or proceeds of the Services that are defined as deliverables in each Statement of Work (collectively, the “Deliverables”). Each Statement of Work shall specifically identify this Agreement and indicate that it is subject to the terms hereof and be executed by Client and Cognizant. Unless otherwise set forth herein or expressly identified in the SOW as a modification to a specified provision of this Agreement, to the extent there are any conflicts or inconsistencies between this Ag reement and any Statement of Work, the provisions of this Agreement shall govern and control. Cognizant may engage any Affiliate (as hereinafter defined) of Cognizant to provide Services and Deliverables to Client and any Affiliates of Client for Cognizant under this Agreement. For SOWs executed in connection with work to be performed for Client in the United States of America, and solely to the extent that employees of a U.S.-domiciled Cognizant Affiliate who are foreign skilled workers are required for the provision of Services by C ognizant in connection with such SOW, such Cognizant Affiliate may also execute such SOW solely for the purpose of providing Services to Client for Cognizant. Any Affiliate of Cognizant may itself provide Services directly to Client and any Affiliates of Client under this Agreement by executing SOWs in its own name, exclusive of Cognizant, and only for the purposes of any such SOW(s), shall be considered “Cognizant” as that term is used in this Agreement. Any Affiliate of Client may enter into SOW(s) with Cognizant or any Affiliate of Cognizant and, only for the purposes of any such SOW(s), shall be considered “Client” as that term is used in this Agreement. As used herein, the term “ Affiliate” means any entity that controls or is controlled by or is under common control with Cognizant or Client, as applicable, where “control” means possessing, directly or indirectly, the power to direct or cause Resolution No. 2023-56
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the direction of the management, policies and operations of such entity, whether through ownership of voting securities, by contract or otherwise.

1.2 Deliverables and Acceptance. Deliverables, if any, under this Agreement will be as set forth under any SOW. Each SOW will describe, if applicable, the Deliverables that Cognizant is obligated to furnish to Client hereunder, the acceptance criteria for each of the Deliverables (the “Acceptance Criteria”) and the completion criteria, if any, to signify completion of each phase of a project. Client shall review, evaluate and/or test, as the case may be, each of the Deliverables within the applicable time period set forth in a SOW (with respect to each Deliverable, the “Acceptance Period” ) to determine whether or not such Deliverable satisfies the applicable Acceptance Criteria in all material respects. If Client does not furnish a written notice to Cognizant specifying that a Deliverable has failed to satisfy its Acceptance Criteria in all material respects prior to the end of the Acceptance Period therefor and/or i f Client commences using the Deliverables commercially or in a production environment, then Client will be deemed to have accepted such Deliverable. If any Deliverable fails to satisfy its Acceptance Criteria in any material respect, then Client will notify Cognizant in writing specifying the respects in which such Deliverable does not conform to the applicable Acceptance Criteria and what modifications are necessary to make it conform thereto. Thereafter, Cognizant shall use its diligent commercially reasonable efforts to modify such Deliverable to so conform and the Deliverable will be resubmitted for acceptance by Client. If, after repeated attempts, Cognizant is unable to remedy any non-conforming portion of any Deliverable, Client may terminate pursuant to Section 1 2.2 herein.

2. PROJECT SCHEDULE; CHANGES.

2.1 Project Schedule; Changes. Each Statement of Work will set forth the projected work effort and schedule applicable to the Services. All statements and agreements concerning time are based upon information available and circumstances existing at the time made, and each Statement of Work is subject to equitable adjustment upon any material change in such information or circumstances, the occurrence of an excusable delay (as provided for in Section

2.2 hereof) or upon modification of the scope, timing or level of work to be performed by Cognizant. Either Party will be entitled to propose changes. It is mutually acknowledged that any such change may affect the fees or charges (“Charges”) payable to Cognizant and/or the project schedule. Neither Party shall have any obligation respecting any change until an appropriate change order or amendment to the applicable Statement of Work is executed and delivered by both Parties.

2.2 Excusable Delays and Failures . Cognizant will be excused from delays in performing, or from a failure to perform, hereunder to the extent that such delays or failures result from causes beyond Cognizant’s reasonable control. Without limiting the generality of the foregoing, Client acknowledges that Client ’s failure or delay in furnishing necessary information, equipment or access to facilities, delays or failure by Client in completing tasks required of Client or in otherwise performing Client’s obligations hereunder or under any Statement of Work and any assumption contained in a Statement of Work which is untrue or incorrect will be considered an excusable delay or excusable failure to perform hereunder and may impede or delay completion of the Services. Client further acknowledges that such delays or failures may result in additional charges for the Services.

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3. PAYMENT.

3.1 Project Charges and Reimbursable Items . Client shall pay to Cognizant the Charges set fo rth in each Statement of Work, which such Charges shall be subject to adjustment by Cognizant annually unless otherwise expressly agreed in the applicable Statement of Work. Client will also reimburse Cognizant for all reasonable out -of-pocket travel, living and other ancillary expenses paid or incurred by Cognizant in connection with the Services and any other reimbursable items set forth in each Statement of Work . Cognizant will have no obligation to perform any Services when any amount required to be paid by Client remains due and unpaid beyond the date such amount is due. Any suspension of Services by Cognizant as a result of Client’s failure to make payment as required will extend the due dates of Deliverables and other Services to the extent impacted by such suspension or delay.

3.2 Invoices; Payments. Cognizant will invoice Client for all Charges and reimbursable items payable to Cognizant on a monthly basis or otherwise in accordance with the schedule set forth in the relevant Statement of Work as such payments are due. Client will pay the invoiced amount in full within thirty (30) days of the date of each invoice, without deduction, setoff, defense or counterclaim for any reason; provided that the Client may withhold amounts disputed reasonably and in good faith pending resolution of such dispute. Client will pay interest, at a rate equal to the lesser of 1.5% per month (or part thereof) or the maximum legal rate permitted, on the amount shown on any invoice that is paid later than thirty (30) days after the date of the invoice, other than such amounts that are disputed in such good faith during the pendency of the relevant dispute. All amounts hereunder will be invoiced and paid in United States Dollars unless otherwise set forth in an applicable SOW.

3.3 Taxes. All Charges are exclusive of taxes. Client shall pay amounts equal to any federal, state or local sales, use, excise, privilege, value added, goods and services or other taxes, duties, imposts, levies or similar assessment relating to the Services and Deliverables provided by Cognizant hereunder, exclusive of taxes based on Cognizant’s net income or net worth. Client and Cognizant agree to cooperate on any tax matters arising from the provision of the Services and Deliverables under this Agreement. Both Parties agree to provide reasonable assistance to the other in order to mitigate any taxes applicable to the Services and Deliverables provided to Client or to payments made pursuant to this Agreement with respect to the Services and Deliverables.

4. OBLIGATIONS OF THE PARTIES.

4.1 Working Environment. For any Services to be provided by Cognizant at any of Client’s sites, Client shall provide Cognizant ’s personnel with (i) a suitable and adequate work environment, including space for work and equipment for performance of the Services; (ii) access to and use of Client ’s facilities and relevant information, including software, hardware and documentation; (iii) provision and maintenance of personal computer (“PC”) workstations for such personnel’s use; (iv) assistance to such personnel in a timely manner by promptly correcting any hardware or software problems that would affect the performance of Services; and ( v) any other items set forth in each Statement of Work.

4.2 Client’s Personnel Commitment. Client will ensure that all Client personnel who may be necessary or appropriate for the successful implementation of the Services will, on reasonable notice, (i) be available to assist Cognizant ’s personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner; (ii) participate in the Services as outlined in the Statement of Work ; (iii) participate in Resolution No. 2023-56
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progress and other Service related meetings; (iv) contribute to software and system testing; and (v) be available to assist Cognizant with any other activities or tasks required to complete the Services in accordance with the Statement of Work.

4.3 Export Control . Client agrees to notify Cognizant of any requirements for Deliverables or any other technology, technical data or information to which Cognizant will have access as a result of the Services that, in any case, will subject the Deliverables or the other technology, technical data or information to control under applicable export regulations under any classification other than EAR99 (or its non- U.S. equivalent) and, in such event, Client will (i) identify to Cognizant the applicable regulations (e.g. the United States Export Administration Regulations (“EAR”) or the International Traffic in Arms Regulations (“ITAR”)) and classifications (e.g. ECCN) and (ii) follow such guidelines as Cognizant may communicate to Client that reasonably are required to avoid violations. Each P arty acknowledges and agrees that to the extent that any tangible or intangible technical data provided under this Agreement is subject to US export laws and regulations, such Party will not use, distribute, transfer, or transmit technical data provided by the other Party under this Agreement except in compliance with US export laws and regulations. Notwithstanding the foregoing, Client agrees that it will not provide Cognizant with any technology, technical data or information that is subject to control under the ITAR. In the event that Client wishes to provide Cognizant with ITAR-controlled technology, technical data or information, Client will notify Cognizant in writing of such intent, and the Parties agree to cooperate to determine the appropriate agreements and controls, if any, required before Client makes such disclosure.

4.4 FCPA. Neither Party shall take any action in connection with the performance of its obligations under this Agreement that violates the Foreign Corrupt Practices Act, as amended, and the rules and regulations thereunder in any manner that has a material adverse impact on the other Party. To the extent that any of the Services or Deliverables cannot be performed or provided without violation of any law, regulation, or other control, then Cognizant shall not be obligated to provide the same and the applicable Statement of Work shall be amended accordingly.

4.5 Work Authorization/HR Compliance/Relationship Matters . In the event that it is necessary for Cognizant to obtain visas or work permits for Cognizant per sonnel, Client will cooperate with Cognizant by taking all reasonably necessary actions to facilitate Cognizant’s efforts, including, but not limited to, providing, and hereby consents to Cognizant providing to immigration authorities, documentation indicating the nature and location of the work to be performed, the necessity of the work to be performed, and other documentation as may be reasonably required and related to this Agreement (including the existence and terms of this Agreement and the identity of the Parties hereto), and posting such notices as may be legally required (including any legally required notice posting at Client sites from which the parties contemplate services being provided by Cognizant personnel who are foreign skilled workers) .

Notwithstanding anything herein to the contrary, Client hereby authorizes Cognizant to use Client’s name and/or logo to internally (within Cognizant) or externally reference to Client as a Cognizant customer and to describe the services provided to Client.

5. OWNERSHIP.

5.1 Ownership of Developed IP. Unless otherwise agreed in a SOW, Cognizant agrees that, upon Client’s payment in full, the software or other works of authorship developed by Cognizant or its Affiliates specifically for Client as a Deliverable or a part of a Deliverable, as set forth in a Resolution No. 2023-56
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Statement of Work (“Developed IP”) shall be the property of, and ownership shall vest in, Client.

Developed IP does not include Cognizant Confidential Information, Cognizant Proprietary Intellectual Property (as defined below), any Third Party Items, or any derivative of the foregoing, that may be incorporated into a Deliverable. Cognizant agrees to take, at Client’s cost and expense, all actions requested by Client which are reasonably necessary to assure the conveyance to Client of the foregoing rights to the Developed IP.

5.2 Residual Rights. Notwithstanding anything to the contrary herein, Cognizant, Cognizant Affiliates, and their respective employees and agents shall be free to use and employ any Residual Information. “ Residual Information” means the general knowledge, ideas, know -how, experience, and techniques that would be retained in the unaided memory of an ordinary person skilled in the art, not intent on appropriating the proprietary information of the disclosing party.

Nothing in this paragraph, however, shall be deemed to grant a license under Client’s registered intellectual property rights.

5.3 Cognizant Proprietary Intellectual Property . Client acknowledges that Cognizant personnel may utilize proprietary software, methodologies, tools, specifications, drawings, sketches, models, samples, records, documentation, works of authorship, creative works, ideas, know-how, research results, data or other materials which have been or are originated, developed, licensed, purchased, or acquired by Cognizant or its Affiliates or subcontractors (collectively, “ Cognizant Proprietary Intellectual Property”); which constitutes Cognizant Confidential Information. Client agrees that Cognizant Proprietary Intellectual Property and Residual Information, any derivatives of Cognizant Proprietary Intellectual Property or Residual Information, is the sole property of Cognizant (or its licensors) and that Cognizant (or its licensors) will retain sole and exclusive title to and ownership thereof. If any Cognizant Proprietary Intellectual Property owned by Cognizant is embedded in a Deliverable, Cognizant grants to Client a worldwide, royalty free, non -exclusive, transferable, perpetual license to use, execute and perform such Cognizant Proprietary Intellectual Property as a functional element of the applicable Deliverable, subject to any additional terms or limitations set forth in the applicable Statement of Work, and provided that no portion of the Cognizant Proprietary Intellectual Property is separated or unbundled from the applicable Deliverables or used as a stand-alone product or development tool. Except as expressly provided in the foregoing sentence, nothing contained in this Agreement or otherwise shall be construed to grant to Client any right, title, license or other interest in, to or under any Cognizant Proprietary Intellectual Property (whether by estoppel, implication or otherwise). Any license to Cognizant Proprietary Intellectual Property that is not embedded in Deliverables or that is commercially available will be pursuant to a separate license agreement between Client and Cognizant (or its licensor).

5.4 Client Provided IP and Third Party Items . Client grants Cognizant and its Subcontractors a non-exclusive, paid-up license to use, execute, reproduce, distribute, and prepare derivative works of Client software and third party software licensed to Client as reasonably required to perform Services. Cognizant shall obtain Client’s prior written consent before embedding in Deliverables or installing in Client’s environment any proprietary third party tools or applications. If any third party tools, applications, utilities and cloud infrastructure are distributed, resold, or provided to Client in connection with this Agreement (collectively, “Third Party Items”), such Third Party Items shall be provided AS- IS and may be made available to Client under a separate agreement between Client and the licensor of the Third Party Item or made available to Client by Cognizant under a separate agreement or pass -through terms set forth in an SOW, which shall apply to the relevant Third Party Item(s) in lieu of any of the terms of this Agreement. Notwithstanding anything to the contrary herein, Client’s use of each open- source component incorporated Resolution No. 2023-56
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by Cognizant into a Deliverable will be governed by, and is subject to the terms and conditions of the applicable open-source license.

5.5 Installation of Tools. Cognizant may use certain Cognizant owned or licensed Tools (the “Tools”), including those set forth in the applicable SOW in connection with its performance of the Services. The Tools are Cognizant Proprietary Intellectual Property and are not part of any Deliverable. As between Cognizant and Client, Cognizant is the sole owner of the Tools, together with all modifications, enhancements and changes to the Tools and the information generated by any of the foregoing. Client consents to Cognizant’s installation of the Tools onto Client’s systems. Only Cognizant may install, configure, control, or grant access to the Tools. Client agrees that Cognizant may uninstall and remove the Tools at any time, and that the consent set forth in this paragraph is not a software license or subscription agreement. Cognizant will use the Tools as installed on Client’s systems solely to perform the Services for Client.

6. CONFIDENTIAL INFORMATION.

6.1 Confidentiality Obligations. For a period of three (3) years from the date of disclosure of the applicable Confidential Information (as hereinafter defined), Client and Cognizant shall each (i) hold the Confidential Information of the other in trust and confidence and avoid the disclosure or release thereof to any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, and (ii) not use the Confidential Information of the other Party for any purpose whatsoever except as expressly contemplated under this Agreement or any Statement of Work. Except with the express written consent of the other Party, each Party shall disclose the Confidential Information of the other Party only to those of its and its affiliates’ employees , officers, directors, subcontractors, agents or representatives having a legitimate need to know the information for the purposes of this Agreement (“ Representatives”) and shall take all reasonable precautions to ensure that such Representatives comply with the provisions of this Section 6.1.

6.2 Definition. The term “Confidential Information” shall mean any and all information or proprietary materials other than Personal Information (as defined in Exhibit A attached hereto) (in every form and media) not generally known in the relevant trade or industry and which has been or is hereafter disclosed or made available by either Party (the “disclosing party”) to the other (the “receiving party ”) in connection with the efforts cont emplated hereunder, including (i) all trade secrets, (ii) existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto, and (iii) information relating to business plans, sales or marketing methods and customer lists or requirements.

6.3 Exceptions. The obligations of either Party under Section 6.1 will not apply to information (other than Personal Information) that (i) was in the receiving party’s possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the receiving party, (iii) has been received from a third party without restriction on disclosure and without breach of agreement by the receiving party, or (iv) is independently developed by the receiving party without regard to the Confidential Information of the disclosing party. In addition, Client may disclose any of the Confidential Information in the event, but only to the extent, that, based upon reasonable advice of counsel, the Client is required to do so by the disclosure requirements of any law, rule, or regulation, Resolution No. 2023-56
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including but not limited to the California Public Records Act (Cal. Gov’t Code § 6250 et seq.), or any order, decree, subpoena, ruling, or other similar process of any court, tribunal, securities exchange, governmental agency, or governmental or regulatory authority, or if such disclosure is to necessary to enforce this Agreement (“Necessary Disclosure”). In the event of a Necessary Disclosure, the Client shall, to the extent legally permitted, provide Cognizant with prompt written notice so Cognizant may, at Cognizant ’s sole expense, seek a protective order or other appropriate remedy to protect such information. If such protective order or other remedy is not obtained, the Client will not be in breach by furnishing such Confidential Information as required.

In addition, Cognizant may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it; provided that Cognizant (a) gives the Client reasonable written notice to allow the disclosing party to seek a protective order or other appropriate remedy, (b) discloses only such Confidential Information as is required by the governmental entity, and (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.

7. DATA PROTECTION

7.1 Data Protection . If and to the extent that the Services require Cognizant to process Client’s Personal Information, the Parties shall abide by the terms set forth under Exhibit A attached hereto.

8. INDEMNIFICATION.

8.1 Intellectual Property Rights Indemnity . Cognizant and Client (in such case, the “indemnifying party”) each agree to indemnify and hold harmless the other (in such case, the “indemnified party”) from and against any costs and damages awarded against the indemnified party by a court pursuant to a final judgment as a result of, and defend the indemnified party against, claims of infringement of a U.S. patent or registered copyright or misappropriation of any trade secret related to a Deliverable (in the case of indemnification by Cognizant ) or any claim relating to Cognizant’s possession, use or modification of any software, documentation, data or other property provided by Client (in the case of indemnification by Client).

8.2 Intellectual Property Rights Exclusions. Cognizant shall have no obligation under Section 8.1 or other liability for any infringement or misappropriation claim resulting or alleged to result from: (i) modifications made other than by Cognizant, (ii) use of the Deliverables other than for Client’s internal purposes or in combination with any equipment, software or material not approved or provided by Cognizant, (iii) Client’s use or incorporation of materials not provided by Cognizant, (iv) the instructions, designs or specifications provided or approved by Client; (v) any software or other materials furnished by any third party; or (vi) Client’s continuing the allegedly infringing activity after being notified thereof or after being informed and provided with modifications that would have avoided the alleged infringement.

8.3 Infringement Remedies. In the event of an infringement or misappropriation claim as described in Section 8.1 above arises, or if Cognizant reasonably believes that a claim is likely to be made, Cognizant , at its option and in lieu of indemnification, may: (i) modify the applicable Deliverables so that they become non- infringing but functionally equivalent; or (ii) replace the applicable Deliverables with material that is non-infringing but functionally equivalent; or (iii) obtain for Client the right to use such Deliverables upon commercially reasonable terms; or (iv) remove the infringing or violative Deliverables and refund to Client the fees received for such Deliverables Resolution No. 2023-56
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that are the subject of such a claim based on a five (5) year straight line depreciation. This Section 8 sets forth the exclusive remedy and entire liability and obligation of each Party with respect to intellectual property infringement or misappropriation claims, including patent or copyright infringement claims and trade secret misappropriation.

8.4 Personal Injury and Property Damage Indemnity. Cognizant (including its Affiliates, as applicable), and Client each agree to indemnify, defend and hold harmless the other from and against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of third party claims for bodily injury or damage to real or tangible personal property, not including software, data, and documentation, to the extent caused directly and proximately by the gross negligence or willful misconduct of the indemnifying party, its employees or agents.

8.5 Indemnification Procedures. The obligations to indemnify, defend and hold harmless set forth above in this Section 8 will not apply to the extent the indemnified party was responsible for giving rise to the matter upon which the claim for indemnification is based and will not apply unless the indemnified party (i) promptly notifies the indemnifying party of any matters in respect of which the indemnity may apply and of which the indemnified party has knowledge; (ii) gives the indemnifying party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that the indemnifying party shall not settle any such claim or action without the prior written consent of the indemnified party; and (iii) cooperates with the indemnifying party, at the indemnifying party ’s cost and expense in the defense or settlement thereof. The indemnified party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis.

9. WARRANTY.

9.1 Limited Warranty. Cognizant warrants the following:

9.1.1 the applicable Services rendered hereunder will be performed by qualified personnel;

9.1.2 the Professional Services performed will substantially conform to any applicable requirements set forth in the Statement of Work for a period of thirty (30) days (the “Warranty Period”) following performance of such Professional Services; and

9.1.3 during the Warranty Period, the Deliverable(s) will materially conform to the corresponding product specifications set forth in the applicable Statement of Work for such Deliverable.

9.2 Remedies. Cognizant does not warrant that any Deliverable will operate uninterrupted or error-free, provided that Cognizant shall remain obligated pursuant to this Section 9. In the event that any Deliverable or Service fails to conform to the foregoing warranty in any material respect, the sole and exclusive remedy of Client will be for Cognizant, at its expense, to promptly use commercially reasonable efforts to cure or correct such failure. The foregoing warranty is expressly conditioned upon (i) Client providing Cognizant with prompt written notice of any claim thereunder prior to the expiration of the applicable Warranty Period, which notice must identify with particularity the non-conformity; (ii) Client’s full cooperation with Cognizant in all reasonable respects relating thereto, including, in the case of modified software, assisting Cognizant to locate and reproduce the non- conformity; and (iii) with respect to any Deliverable, the absence of any alteration or other modification of such Deliverable by any person or entity other than Cognizant.

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9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9 .1, COGNIZANT

DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY OR CONDITION OF

ANY KIND, WHETHER SUCH REPRESENTATION, WARRANTY, OR CONDITION BE

EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, QUALITY,

OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION, WARRANTY OR CONDITION FROM COURSE OF DEALING OR USAGE OF TRADE.

9.4 Responsibility of Client. In the event that Client asserts any claim for warranty services hereunder and such claim relates to any matter that is determined not to be Cognizant’s responsibility hereunder (including any problem with Client’s third party vendors, Client’s computer hardware or software that was not caused by any Services performed by Cognizant), Client will be responsible to pay Cognizant for all costs incurred for all evaluation, correction or other services performed by Cognizant relating to such claim on a time and materials basis at Cognizant’s then standard billing rates.

10. LIMITATION OF LIABILITY AND REMEDIES; INSURANCE.

10.1 Cognizant 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 Cognizant Services are to be performed. Cognizant agrees to deliver to Client a certificate(s) of insurance evidencing the coverage specified in this S ection. Cognizant 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 coverage requirements specified in this Section 10.1 are the required coverage limits for insurance and are not intended, nor will they be construed, to limit or expand any liability or indemnity obligation Cognizant under the Agreement. Notwithstanding the preceding sentence, if Cognizant maintains insurance limits for any line of insurance in an amount greater than any limitation of liability in this Agre ement (“excess limits”), the presence of any “excess limits” shall not be construed to expand any limitation of liability in this Agreement:

10.1.1 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. This policy shall name Client as additional insured for liabilities assumed in this Agreement and with respect to the provision of services provided under this Agreement. This policy shall include a primary noncontributory endorsement for the benefit of the Client.

10.1.2 Automobile Liability. ISO Form CA 00 01 covering any auto (Code 1), or if Cognizant 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.

10.1.3 Workers’ Compensation. Worker's Compensation as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limits of Resolution No. 2023-56
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no less than $1,000,000 per accident for bodily injury or disease. This policy shall include a waiver of subrogation for the benefit of the Client.

10.1.4 Cyber Liability. Insurance with not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Cognizant in this Agreement.

10.1.5 Professional Liability (“Errors & Omissions”). Insurance with not less than $2,000,000 per occurrence and in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Cognizant in this Agreement.

10.1.6 .

10.2 Exclusion of Damages. . In no event shall either Party be liable to the other Party or any other person or entity for any lost profits, special, exemplary, indirect, incidental, consequential or punitive damages or liabilities, or for any costs (including transition costs) associated with procuring substitute or replacement services, of any kind or nature whatsoever (collectively, “Indirect Damages”), whether in an action based on contract, warranty, strict liability, tort or otherwise, even if such Party has been informed in advance of the possibility of such Indirect Damages or such Indirect Damages could have been reasonably foreseen by such Party.

10.3 Total Liability. In no event shall Cognizant’s liability to Client or any other person or entity arising out of or in connection with this Agreement or the Services exceed the total fees paid by Client to Cognizant for Services in the twelve (12) month period preceding the last act or omission giving rise to any such liability, whether such liability is based on an action in cont ract, warranty, strict liability or tort (including, without limitation, negligence) or otherwise. The limitations specified in this Section 10 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

11. EMPLOYEES.

11.1 No Employee Relationship. Neither Party’s personnel shall be deemed to be employees of the other Party. Each Party and its Affiliates shall be solely responsible for the payment of all compensation to its employees, including provisions for employment taxes, workmen’s compensation and any similar taxes associated with employment of its personnel. A Party ’s employees shall not be entitled to any benefits paid or made available by the other Party to its employees.

11.2 Non-Solicitation Obligations. During the term hereof and for a period of twelve (12) months thereafter, neither Party shall, directly or indirectly, solicit for employment or employ, or accept services provided by, (i) any employee of the other Party (including employees of Cognizant’s Affiliates); or (ii) any former employee of the other Party (including former employees of Cognizant’s Affiliates) who performed any work in connection with or related to the Services.

11.3 Subcontractors and Third-Party Providers. In addition to the right to engage Affiliates to provide Services as specified hereunder, Cognizant may engage non- Affiliate third parties which will be responsible for providing a portion of the Services that Cognizant provides to Client (such as field services and end user support) where such services are not dependent on a product Resolution No. 2023-56
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being provided by such third party (“ Subcontractors”), provided that such Subcontractors have executed appropriate confidentiality agreements with Cognizant. Cognizant may also (i) engage vendors providing equipment or software (and services in support of such equipment or software) to support the provision of Services and/or (ii) subcontract for third party services or products that are not principally dedicated to performance of Services for the Client, which are not material to a function constituting a part of the Services, do not result in a material change in the way Cognizant conducts its business, or are composed of small scale temporary labor (collectively, “Third Party Providers”). For the avoidance of doubt, Third Party Providers shall not be deemed “Subcontractors” as such term is defined under this Section 11.3. Cognizant may engage such Third Party Providers pursuant to such Third Party Providers’ standard terms and conditions.

Client shall agree in writing to be bound by the Third Party Providers’ standard terms and conditions to the extent necessary , if at all, for Client to (iii) be able to use of the relevant Third Party Provider’s product or services in connection with its receipt of the Services and/or (iv) make use of any of the Services supported by such Third Party Provider’s product/services. No engagement of Subcontractors or Third Party Providers hereunder will relieve Cognizant from any of its obligations under this Agreement.

11.4 Nondiscrimination. To the extent applicable to Services under this Agreement, Cognizant shall abide by the requirements of 41 C .F.R. §§ 60- 1.4(a), 60 -300.5(a) and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.

12. TERM AND TERMINATION.

12.1 Term. The Agreement is effective as of the date on the Agreement and shall continue in effect for an initial term ending three years thereafter. The Agreement shall thereafter continue in effect for successive one- year terms, unless not later than sixty (60) days prior to the end of the then-current term, either party shall notify the other that the Agreement shall expire, in which event the Agreement shall expire on the last day of the then-current term (except with respect to any Statement of Work for which the term set forth in such Statement of Work has not yet been completed, which Statement of Work shall continue until expiration or termination).

12.2 Termination or Suspension. This Agreement may be terminated in whole or in part by either Party (the “non-breaching party”) upon written notice to the other Party if any of the following events occur by or with respect to such other Party (the “breaching party”): (i) the breaching party commits a material breach of any of its obligations hereunder and fails to cure such breach within thirty (30) days after receipt of notice of such breach or fails to reach an agreement with the non- breaching party regarding the cure thereof; or (ii) Client has provided thirty (30) days’ prior written notice it is unable to continue funding the SOW as per Section 15.5; or (iii) any insolvency of the breaching party, any filing of a petition in bankruptcy by or against the breaching party, any appointment of a receiver for the breaching party, or any assignment for the benefit of the breaching party’s creditors; or (iv) for convenience upon sixty ( 60) days’ prior written notice. In addition to any right to terminate as provided in this Agreement, the Parties agree that in connection with any dispute for which Client withholds the payment of charges pursuant to this Agreement, if the total amount being disputed (other than amounts in dispute resulting from clear billing errors of Cognizant), plus any amount that is undisputed but past due and any interest that has accrued thereon, exceeds the amount of fees billed by Cognizant in the then -prior three- Resolution No. 2023-56
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month period (the “Disputed Amount ”), Cognizant may, without liability to Client or its Affiliates, with at least 30 days’ prior written notice to Client, suspend the further delivery of Services that are not paid for in advance until all payment disputes are resolved using the dispute resol ution process set forth in this Agreement. If Client pays the Disputed Amount, Cognizant shall promptly recommence performance of the Services and all Cognizant timing obligations and delivery commitments under this Agreement and/or each applicable SOW shall be extended by the number of days between the date of suspension and the date Cognizant recommences performance of the relevant Services.

12.3 Payment upon Termination. Upon termination, Cognizant will be entitled to recover payment for all Services rendered through the date of termination (including for work in progress), and in the event of termination of this Agreement, in whole or in part, by either Party pursuant to this Section 12 , Cognizant will also be entitled to recover those reasonable costs incurred in anticipation of performance of the Services to the extent they cannot reasonably be eliminated.

12.4 Survival. In the event of termination or upon expiration of this Agreement, Sections 3, 5, 6, 8, 9 (subject to the expiration of any warranty period), 10 , 11, 12, and 13 hereof will survive and continue in full force and effect.

12.5 Availability of Funds. For each of Client ’s fiscal years during the Term of this Agreement Client agrees: (a) to seek in good faith appropriations sufficient to cover Client ’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.

Client 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 Client does not appropriate sufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement, Client may terminate this Agreement by giving Cognizant not less than thirty (30) days’ prior written notice of such non-appropriation for the fiscal year. No legal liability on the party of Client shall arise for payment beyond June 30 of each calendar year unless funds are made available for such a payment and provided that Client has exercised its termination rights in accordance with this clause. Cognizant is under no obligation to provide the Service if Client lacks funds to pay for it. Upon termination Client 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 Cognizant’s reasonable request, Client will provide Cognizant with information as to funding status for its upcoming payment(s).

13. MISCELLANEOUS.

13.1 Governing Law. This Agreement will be governed by the laws of the State of California, without reference to the principles of conflicts of law. The Parties acknowledge and agree that this Agreement relates solely to the performance of services (not the sale of goods) and, accordingly, will not be governed by the Uniform Commercial Code of any State having jurisdiction. In addition, the provisions of the Uniform Computerized Information Transaction Act and United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

13.2 Dispute Resolution.

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13.2.1 Informal Negotiations. In the event of any dispute, controversy, or claim of any kind arising out of or relating in any way to this Agreement or the breach thereof (each a “Dispute”), prior to filing a notice of arbitration, the Party claiming a Dispute shall send a written notice to the other Party describing the basis for the Dispute and the requested remedy, and inviting the other Party to have its executive confer with a named executive of the claiming party to attempt to negotiate a resolution.

The claiming Party may file the notice of arbitration in accordance with the Rules (defined below) after the executive conference is completed, if the invitation to confer is declined, or if, within ten (10) business days after the Dispute notice is delivered, there is no response to the invitation, or the Parties are unable to schedule the conference.

13.2.2 Arbitration. Subject only to Section 13.2.4 below, any Dispute that is not settled through the negotiation process required under Section 13.2.1, shall be settled by final and binding arbitration administered by the International Centre for Dispute Resolution under the International Dispute Resolution Procedures – International Arbitration Rules (available at WWW.ICDR.ORG) (the “Rules”). The Parties waive any right to mediate a Dispute and any mediation provisions contained in the Rules shall not apply.

13.2.3 Arbitration Process. In-person hearings or meetings with the arbitrator(s) shall be held in San Diego County, California and the seat of the arbitration shall be San Diego County ,California. The sole arbitrator, or the presiding arbitrator in the case of a three-arbitrator panel, shall either be a retired judge or a lawyer with at least ten (10) years of experience in information technology matters. Each award shall include written findings of fact and conclusions of law and shall be final and binding, except that if the arbitration is conducted by a single arbitrator and US$10,000,000 or more in damages are awarded against a Party (exclusive of interest, attorneys’ fees, and arbitration fees and costs), that Party may appeal the award to a panel of three arbitrators pursuant to the Optional Appellate Arbitration Rules of the American Arbitration Association. The existence of a Dispute or the content or result of any award shall constitute the Confidential Information of both parties and the parties shall require that the arbitrator of any Dispute be bound to maintain the confidentiality of such Confidential Information. All informal and formal negotiations between the Parties regarding a Dispute shall be treated as compromise and settlement negotiations under applicable rules of evidence and no written or oral statements of position or offers of settlement made during the informal or formal Dispute resolution procedures shall be offered into evidence for any purpose, or constitute an admission or waiver of rights by either Party.

13.2.4 Access to Courts. Either Party may at any time apply to a court with appropriate jurisdiction only to (a) seek interim or provisional relief necessary to protect its rights or property pending the resolution of a Dispute in accordance with these procedures, including injunctive relief and specific performance, or (b) enter or enforce any final and binding arbitration award.

13.3 Binding Effect and Assignment. Neither Party may assign or otherwise transfer any of its rights, duties or obligations under this Agreement without the prior written consent of the other Party, except either Party may, upon prior written notice to the other Party (but without any obligation to obtain the consent of such other Party ), assign this Agreement or any of its rights hereunder to any Affiliate of such Party, or to any entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock, assets or business of such Party, if such entity agrees in writing to assume and be bound by all of the obligations of Resolution No. 2023-56
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such Party under this Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assignees.

13.4 No Third Party Beneficiaries . This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.

13.5 Notices. All notices required by this Agreement will be given in writing to the other Party and delivered by registered mail, international air courier, facsimile, or the equivalent. Notices will be effective when received as indicated on the facsimile, registered mail, or other delivery receipt.

All notices will be given by one Party to the other at its address stated on the first page of this Agreement unless a change thereof previously has been given to the Party giving the notice.

13.6 Amendments and Waivers . This Agreement may be modified only by a written amendment executed by duly authorized officers or representatives of both Parties. No waiver by either Party of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the Party giving such waiver. No waiver by either Party with respect to any default, misrepresentation, or breach of warranty or covenant hereunder shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

13.7 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall be severed from this Agreement and the remaining provisions will continue in full force.

13.8 Counterparts. This Agreement and each Statement of Work may be executed in several counterparts and by facsimile signature, each of which will be deemed an original, and all of which taken together will constitute one single agreement between the Parties with the same effect as if all the signatures were upon the same instrument. A telecopy signature shall be as legally effective as an original signature.

13.9 Entire Agreement. This Agreement and all Statements of Work attached hereto constitute the complete and exclusive statement of the agreement between the Parties and supersede all proposals, oral or written, and all other prior or contemporaneous communications between the Parties relating to the subject matter herein.

13.10 Press Releases and Announcements . Either Party may make any public disclosure it believes in good faith is required by applicable law, regulation or stock market rule (in which case the disclosing party shall use reasonable efforts to advise the other Party and provide it with a copy of the proposed disclosure prior to making the disclosure).

13.11 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

13.12 Consents and Approvals. Except where expressly provided as being in the discretion of a Party, where approval, acceptance, consent, or similar action by either Party is required under this Agreement or the applicable Statement of Work , such action shall not be unreasonably withheld or delayed.

IN WITNESS WHEREOF, Cognizant and Client have caused this Agreement to be signed and delivered by their duly authorized officers, all as of the date first herein above written.

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COGNIZANT WORLDWIDE LIMITED

Signature:

Print Name:

Title:

CITY OF ESCONDIDO, CALIFORNIA

Signature:

Print Name: Dane White
Title:Mayor

Signature:__________________________
Print Name: Michael McGuinness
Title: City Attorney

Solely for the purpose of acknowledging that CTS US may perform local services in the United States of America in accordance with Section 1.1:

COGNIZANT TECHNOLOGY SOLUTIONS U.S. CORPORATION

Signature:____________________________
Print Name:____________________________
Title:_________________________________
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EXHIBIT A

DATA PROTECTION AGREEMENT
This Data Protection Agreement (this “DPA”), is entered into by and between Cognizant Worldwide Limited (collectively with its Affiliates, “Cognizant”) and City of Escondido, California (“ Client”) (each a “ Party” and collectively, “ Parties”), pursuant to the terms and conditions of the Master Services Agreement (the “Agreement”) effective May 10, 2023 between the Parties.

General Data Protection Terms

1. Introduct
ion.

1.1. Order of Precedence. This DPA is part of the Agreement, and the terms of this DPA are in addition to, and not in lieu of, the terms in the Agreement. Other than with respect to the limitations of liability set forth in the Agreement, which shall govern and control in all cases, the terms of this DPA shall prevail over any conflicting terms in the Agreement’s other sections.

2. Definit
ions.

2.1. In th
is DPA:
a. “Access” or “Accessing” means to access, view, alter, use, process, transfer, store, host, disclose, erase, destroy, or dispose of Protected Data, and includes any operation or set of operations performed upon Protected Data, whether or not by automated means.
b. “Applicable Laws ” means the privacy, data security, and data protection laws, directives, regulations, orders, and rules in the jurisdiction(s) applicable to the Cognizant and/or the Services provided under the Agreement. c. “Applicable Standards ” means government standards, industry standards, and commercially reasonable practices related to privacy, data security or data protection that are applicable to Cognizant and the Services provided under the Agreement, or such other standards as otherwise agreed to by the Parties and specifically set forth in an applicable Statement of Work or other written agreement. d. “Authorized Person(s)” means the individual(s) to whom Client or Cognizant has granted Access to Protected Data.
e. “Employee Personal Data” means the Personal Information of the personnel of Cognizant, Cognizant ’s Affiliates, or Cognizant subcontractors or other representatives.
f. “European Data Protection Legislation” means: Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC (“General Data Protection Regulation”), including Resolution No. 2023-56
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any applicable delegated acts adopted by the European Commission and any applicable national legislation made under or otherwise adopted by member states of the EEA (defined below), Switzerland, or the UK pursuant to specific rights or powers contained within the General Data Protection Regulation and all ot her applicable legislation in the EEA, Switzerland, and the UK relating to the protection of Personal Information.
g. “include” or “including” means including but not limited to. h. “Personal Data” means: any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person. i. “Personal Information” means: (i) information relating to an identified or identifiable individual in any form or medium; (ii) information related to an identified or identifiable individual that is protected under Applicable Law (including Personal Data); or (iii) information that is not specifically about an identified or identifiable individual but, when combined with other information, may identify an individual. In the event that the definition of Personal Information in this DPA is inconsistent with a definition of Personal Data, Personal Information, or similar concept under an Applicable Law, then the definition of such concept under the Applicable Law shal l prevail solely to the extent of the inconsistency.
j. “Protected Data” means the Personal Information to which Client has granted Cognizant access for the performance of Cognizant’s obligations under the Agreement.
k. “Security Incident” means the unauthorized or unlawful destruction, loss, alteration, or disclosure of Protected Data caused by Cognizant’s breach of this DPA. Security Incidents will not include unsuccessful attempts to Access Protected Information or to interfere with system operations in an information system, such as “scans” or “pings” on a firewall.
l. “Security Standards” has the meaning set forth in Section 5 of this DPA.

2.2. All capitalized terms that are not expressly defined in this DPA will have the meaning given to them in the Agreement. All examples are illustrative and not the sole or exclusive examples of a particular concept.

3. General Obligations.

3.1. Compliance. Cognizant agrees that, during the period in which Cognizant has been given Access to Protected Data, it will comply with its obligations under Applicable Laws.

Cognizant will provide commercially reasonable information, assistance, and cooperation regarding the processing of Personal Information as Client may reasonably require to enable Client to comply with Applicable Laws, including (when required by Applicable Laws) assisting Client (at Client’s expense) with its security, notification, communication, recordkeeping, and reporting obligations under Applicable Laws.

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3.2. Purpose Limitation. Cognizant agrees that it will Access Protected Data : (i) in accordance with the lawful, written instructions of Client (provided such instructions are reasonable and provided that Client shall be responsible for any material costs incurred by Cognizant in order to comply with such documented instructions) ; (ii) for the proper management and administration of Cognizant or to carry out Cognizant’s legal responsibilities under Applicable Laws; and (iii) to fulfill its obligations under the Agreement and the relevant Statement(s) of Work.

3.3. International Transfer s of Personal Information . When applicable, and where required by Applicable Laws, the Parties agree to execute appropriate data transfer agreements to ensure the lawfulness of cross-border transfers of Personal Information.

3.4. Duty of Confidentiality . Cognizant agrees that Authorized Persons to whom Cognizant has granted Access to Protected Information will be subject to a duty of confidentiality (whether such duty is contractual, statutory, or otherwise).

3.5. Individual Rights. Cognizant will reasonably assist the Client to fulfill or resolve an individual’s request for access to his or her Personal Information, including with respect to a request from a data subject to exercise any of his or her rights under Applicable Laws (including the rights of access, correction, blocking, objection, erasure and data portability, as applicable). If Cognizant receives such a request directly from the individual(s), Cognizant will promptly inform Client of the request.

3.6. Prohibited Personal Information. Client will not provide Cognizant with Access to Personal Information that contains any special categories of Personal Data or information related to criminal convictions and offenses that are not expressly disclosed in the relevant SOW(s).

4. Obligati
ons for Special Categories of Personal Information.

4.1. European Data Protection Requirements. If Cognizant or a Cognizant Affiliate: (i) is established within the European Economic Area (“ EEA”), Switzerland, or the UK and processes Personal Data of EEA or UK data subjects on behalf of Client or a Client Affiliate as part of the Services; (ii) processes Personal Data on behalf of a Client Affiliate established in the EEA, Switzerland, or the UK as part of the Services; or (iii) processes the Personal Data of data subjects located in the EEA, Switzerland, or the UK on behalf of the Client or a Client Affiliate as part of the Services, then the Parties will enter into additional EU -specific data privacy terms with respect to the Services that involve processing of such Personal Data.

4.2. HIPAA. If and to the extent Cognizant has Access to Protected Health Information as defined at 45 C.F.R. §160.103 ( “PHI”) subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), then the Parties shall enter into a mutually agreeable Business Associate Agreement subject to the provisions of the Agreement.

5. Security
Standards.

5.1. Minimum Security Standards . Cognizant agrees to implement and maintain commercially reasonable and appropriate administrative, technical, organizational, and physical controls designed to provide a level of security appropriate to the risk and to protect the confidentiality, integrity, and availability of Protected Data ( “Security Resolution No. 2023-56
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Standards”), including: (i) controls designed to secure facilities, infrastructure, data centers, servers, hard copy files, systems, equipment, applications, and devices used to Access Protected Data, including controls to monitor, prevent, detect, and respond to Security Incidents; (ii) policies and practices limiting Access to Protected Data only to Authorized Persons; and (iii) procedures to regularly assess and evaluate the effectiveness of the Security Standards.

5.2. Training. Cognizant will provide privacy and security training for all Authorized Persons who Access Protected Data.

5.3. Client Responsibility for Employee Personal Data. To the extent that Client has Access to Employee Personal Data, Client shall implement and maintain, in compliance with Applicable laws, a data privacy and security program to protect Employee Personal Data to a standard materially the same as those required of Cognizant hereunder. Client shall collect only the minimum necessary amount of Employee Personal Data to comply with Client’s obligations under Applicable Laws.

6. Return and Disposal of Protected Data. Upon the earlier of Client’s written request or termination or expiration of the Agreement, Cognizant will securely destroy or, at Client’s expense, return the Protected Data in accordance with Client’s reasonable written instructions. Cognizant agrees to return or destroy Protected Data within ninety (90) days of receipt of Client’s written request or expiration or termination of the Agreement, as applicable; provided, however, that Cognizant may retain copies of Protected Information that Cognizant is legally required to retain, subject to a continued obligation to hold the same in confidence in accordance with this Agreement.

7. Security Incident Response.

7.1. Security Incident Response Program. Cognizant will maintain an incident response program in compliance with Applicable Laws to respond to Security Incidents.

7.2. Notice, Investigation, and Remediation. In the event of a Security Incident, Cognizant will notify Client without undue delay (and in no event more than seventy-two (72) hours after confirmation of the Security Incident). This notification will include, to the extent know at the time notice is sent: (i) a description of the Security Incident; (ii) the categories and types of Protected Data affected; and (iii) if applicable, the categories and number of data subjects and individual records affected. Additionally, Cognizant will promptly investigate and remedy the Security Incident, take commercially reasonable steps to mitigate the effects of the Secur ity Incident and to prevent further Security Incidents, and take other actions required of it by Applicable Laws.

7.3. No Unauthorized Statements. Except as required by Applicable Laws, neither Party will make public statements concerning a Security Incident that references or identifies either Party, unless both Parties have provided express written consent for any such statement prior to its release.

8. Change in Law. If an Applicable Law becomes effective after the execution of this DPA and is inconsistent with the terms of this DPA or otherwise requires the Parties to amend this DPA or change the Services, the Parties agree to enter into good faith negotiations to ma ke required changes to the Security Standards, the Services, and/or to amend this DPA or the Agreement.

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9. Surviva
l. Cognizant’s obligations under this DPA will survive termination or expiration of the Agreement and/or completion of the Services solely to the extent Cognizant is required to Access Protected Data.

IN WITNESS WHEREOF, Cognizant and Client have caused this DPA to be signed and delivered by their duly authorized officers, all as of the date first herein above written.

COGNIZANT WORLDWIDE LIMITED
Signature:

Print Name:

Title:

CITY OF ESCONDIDO, CALIFORNIA
Signature:

Print Name: Dane White
Title: Mayor
Approved as t
o Form:

Office of the City Attorney
Michael R. McGuinness, City Attorney
Signatu
re:__________________________
Print Name: Elyse E. Dayrit
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Prepared For:

City of Escondido, California
Preparation Date: April 12, 2023
Statement of Work
Workday Deployment Services
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STATEMENT OF WORK
FOR

WORKDAY DEPLOYMENT SERVICES

This Statement of Work (“SOW”) is made effective on the 30th day of May 2023 (the “SOW Effective Date”) by and between City of Escondido , California (“Client”), having its principal place of business at 201 North Broadway, Escondido, C A 92025 and Collaborative Solutions, LLC, a limited liabilit y company (“CSLLC”), an Affiliate of Cognizant Worldwide Limited (“Cognizant”), having its principal place of business at 11190 Sunrise Valley Drive, Suite 110, Reston, VA 20191 for Services scheduled to begin on May 30, 2023 (“Start Date”) and expected to end on July 26, 2024.

This SOW, together with the Agreement, sets out the terms pursuant to which CSLLC will provide certain Services, as further described below. This SOW is being entered into in connection with and subject to the terms and conditions contained in the Master Services Agreement by and between Cognizant and Client dated as of (the “Agreement”). All capitalized terms used herein that are not otherwise defined shall have the same meaning as ascribed to such terms in the Agreement.

1.0 Scope of Work (“Scope”)
The Scope set out below describes the limits of the implementation in terms of organization, functionality, data conversion, integrations, reports, change management, and training which will be a part of the project.

1.1 Strategy Scope – Strategic Implementation Planning:

CSLLC will perform a strategic implementation planning engagement over a period of six (6) working weeks in support of the pre-implementation planning activities of the Client. This project shall be performed by a team including CSLLC strategy & transformation consultants along with input from Client Human Resources (“HR”), Finance, Payroll and Information Systems (“IS”) representatives.

CSLLC will facilitate strategy workshops around the key areas of: leadership alignment, strategic readiness, and experience design. CSLLC will engage with Client to create a foundation of the future state of HR and finance processes, technology, and operating model to align with Client organizational goals and Workday functionality as indicated in the table below.

Strategy Area Strategy Scope
Leadership
Alignment

Strategy map
• Vision
• Guiding principles
• Goals and objectives
• Value proposition
• Success metrics

Project governance
• Roles and responsibilities
• Decision making and escalation authority
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Strategy Area Strategy Scope

Strategic Readiness

• Data conversion strategy
• Foundation data concepts
• Workday technology overview

Final Review Meeting and Executive Readout
• Conduct a two (2) hour executive presentation with Client leadership and Subject Matter Experts (“SMEs”) to present a summary of work completed.

Deliverables:
• Strategy map with defined vision, guiding principles, goals & objectives, value statements, and success metrics
• Project governance model with defined roles & responsibilities including cadence, decision making authority and escalation process
• Strategic readiness facilitation documents and decision/action items documented in a Risks, Assumptions, Issues, and Dependencies (RAID) log

1.2 Organization Scope

1.2.1 Person Population

Population Type Count
Active Employees Up to one thousand (1,000)
Contingent Workers Up to two hundred (200)
Terminated Workers Active in 2024
Retirees Up to two hundred (200)

Region Countries
Americas United States of America

1.2.2 Language: All communication, documentation, materials, data and Deliverables will be in United States English.

1.2.3 Currency: United States Dollars (“USD”).

1.2.4 Security: Single sign-on and activation of Workday Factory delivered security groups.

1.3 Functionality Scope
Reference only – Workday Stock Keeping Units (“SKUs”) contracted for Client Subscription Rights Table
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SKU Service
PLNF Financial Planning
PPLA People Analytics*
TLO Talent Optimization
CHCM Core Human Capital Management
CCB Cloud Connect for Benefits
USP** Payroll for United States
LRN Learning
MCNF Media Cloud - No Fee
REC Recruiting
GM Grants Management
PRJT Projects
PRO Procurement
MSG Messaging
CCLRN Cloud Connect for Learning *
HLP Help
JRNY Journeys
SRCESS Strategic Sourcing Essentials
CE Candidate Engagement *
EMPVCE Peakon Employee Voice *
EXP Expenses
FIN Core Financials
TT Time Tracking
PRA Prism Analytics Enterprise

*These SKUs were sold by Workday but are not in Scope for this SOW.

The following functional areas will be configured within the Workday application. This project is being deployed using CSLLC’s Cynergy methodology.

Functional Area Workday SKU(s) Location Scope
Human Capital Management (“HCM”): Core CHCM United States of America Compensation: Core CHCM United States of America
Benefits CHCM, CCB United States of America
Talent & Performance Management TLO United States of America Recruiting (including Messaging) REC, MSG United States of America Learning Management LRN, MCNF United States of America
Absence Management CHCM United States of America
Time Tracking TT United States of America
Payroll USP United States of America
Core Financial Management, Accounting,
and Finance
FIN United States of America
Financial Accounting FIN United States of America
Banking and Settlement FIN United States of America
Procurement PRO United States of America
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Functional Area Workday SKU(s) Location Scope
Strategic Sourcing SRCESS United States of America
Budgets FIN United States of America
Supplier Accounts FIN United States of America
Business Assets FIN United States of America
Expenses EXP United States of America
Revenue Management (Customer Accounts) FIN United States of America Planning PLNF United States of America
Project and Work Management PRJT United States of America Grants Management GM United States of America
Prism PRA United States of America
People Experience (Help & Journeys) HLP, JRNY United States of America Mobile Solutions Workday standard functionality United States of America Employee Self-Service Workday standard functionality United States of America Manager Self-Service Workday standard functionality United States of America

Configuration of the functional areas above will be limited to the functionality Scope contained in Appendix D of this SOW.

1.4 Prism Use Case(s)

The Prism use cases(s) detailed in Appendix B are included in the Scope of this SOW.

1.5 Data Conversion Scope
Four (4) tenant builds are included in the Scope of this SOW. Data from Client’s copy of current Production systems will be converted into Workday during each of the conversion cycles without data scrambling or masking. Data scrambling or masking is not included in the Scope of this SOW, with the exception of email addresses for all person types which will be masked until the gold/pre-Production build. The tenant builds for this SOW include:
• Foundation tenant becomes the configuration tenant (the configuration tenant consists of up to three (3) Workset data loads)
• End-to-End tenant
• Parallel tenant
• Gold/pre-Production tenant

The data conversion Scope is further detailed in Appendix E. Cynergy data validation reports will be provided as a starting point for data conversion files. Minor modifications will be necessary for Client specific requirements of additional data points; however, any additional changes to the delivered validation reports are considered out-of-Scope.

1.6 Interfaces/Integrations Scope
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The integrations listed in Appendix B are included in the Scope of the project. Below is a summary of the integration counts.

Integrations Owner Cloud Connect Enterprise Interface
Builder/Document
Transformation Service
Workday
Studio
Other
CSLLC Twenty-five (25) Five (5) Twenty (20) Five (5)
Client Zero (0) Twelve (12) Zero (0) Zero (0)

1.7 Report Scope
All Workday delivered standard reports associated with the Scope listed in Section 1.2 are included in the Scope of the project. CSLLC has included up to one hundred twenty (120) hours of assistance for additional custom reporting support as part of CSLLC’s estimate. Any hours identified for custom reporting support are inclusive of design discussions, requirements gathering, development and Knowledge Transfer (“KT”).

Any specific custom reports listed in Appendix B are included in the Scope of the project.

1.8 End User Organizational Change & Training (“OC&T”) Scope As they relate to the applications, areas, and events specified in Sections 1.2 and 1.3 above, CSLLC will complete OC&T management Services. The specific OC&T management Services and tasks to be performed by CSLLC and the Client are detailed in Section 2.0 below. All OC&T activities, communication, materials, and Deliverables will be conducted and/or produced in English.

2.0 Services and Responsibilities
This section identifies the Services to be performed by CSLLC and the Responsibilities of the Client.

Stage CSLLC Services Client Responsibilities
Strategy • Assemble the CSLLC project team for
Strategy
• Conduct Strategy planning sessions for
this stage
• Schedule Strategy meetings and status
reporting
• Participate in weekly project meetings
• Jointly schedule Strategy workshops
• Conduct Strategy workshops
• Create the executive presentation
summary of Strategy findings and
recommendations
• Conduct leadership meetings to align
on project approach, resource
requirements and expectations, future
• Assemble the Client project team
• Identify stakeholders, sponsors, and
super users
• Participate in Strategy planning
sessions for this stage
• Jointly schedule Strategy meetings and
status reporting
• Participate in weekly project meetings
• Jointly schedule Strategy workshops
• Participate in Strategy workshops
• Provide interface requirements and
existing architecture
• Begin Workday training
• Provide plan and policy documents
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Stage CSLLC Services Client Responsibilities
vision and key changes and potential
impacts
• Provide stage sign-off document
• Identify initial risks and
recommendations to reduce risk
• Sign off on stage
Plan • Assemble the CSLLC project team
• Deliver discovery templates
(deployment discovery questionnaire,
integration discovery)
• Create integrations discovery list
• Create the integration tracker
• Conduct functional and technical
project planning sessions
• Create the project charter
• Create the project plan
• Identify initial risks and
recommendations to reduce risk
• Schedule recurring project meetings
and status reporting
• Create baseline tenant management
plan
• Provide the data-gathering workbook
for the foundation tenant
• Provide the sample data conversion
and validation strategy template;
advise on development of the data
conversion strategy and plan
• Provide design document templates
• Jointly schedule architect workshops
(SMEs planning for design)
• The CSLLC project team will coordinate
project preparation and kickoff
• Create the executive presentation for
project kickoff meeting
• Participate and support the project
kickoff meeting
• Conduct Foundation Data Model
(“FDM”) alignment Sessions
• Complete conceptual overview session
• Provide test strategy sample template;
advise on development of the test
strategy
• Work with Client to set up CSLLC’s
secure transfer site for sharing
confidential/private employee data
• Provide Client access to CSLLC’s
Knowledge Depot
• Identify and provide project team and
project SMEs
• Participate in functional and technical
planning sessions
• Provide input into the project charter
• Provide input into the project plan
• Approve and sign off on project charter
and project plan
• Provide interface requirements and
existing sample files
• Notify third-party vendors for
integrations and obtain consensus on
project timelines
• Provide third-party vendors contact
information and confirm third-party
vendors agree to project timeline
• Provide the completed discovery
templates
• Identify initial risks and
recommendations to reduce risk
• Lead development of the data
conversion strategy and plan
• Jointly schedule architect workshops
(SMEs planning for design)
• Complete Workday training including
integration and functional training
• Lead project kickoff meeting
• Participate in FDM Sessions
• Provide plan and policy documents
• Receive access to CSLLC’s Knowledge
Depot
• Lead development of test strategy
• Work with CSLLC to set up CSLLC’s
secure transfer site for sharing
confidential/private employee data
• Provide implementation tenant for
exclusive use in this project
• Provide Client personal data/personally
identifiable information for build of
foundation tenant and submit to
CSLLC’s secure transfer site
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Stage CSLLC Services Client Responsibilities
• Build foundation tenant/Copy
Production tenant to configuration
tenant
• Provide exception reports/issues log
from tenant build
• Deliver Cynergy tenant validation
reports and support validation efforts
of foundation tenant
• Provide stage sign-off document
• Review and resolve issues from
exception reports
• Validate foundation tenant build
• Sign off on stage
Architect &
Configure
• Manage the project plan
• Conduct weekly one (1) hour project
meeting; co-lead steering committee
meetings
• Conduct weekly workstream meetings;
up to one (1) hour
• Conduct iterative Workset design and
playback workshops
• Develop the CSLLC assigned integration
design approach documents; advise
Client on development of design
approach documents for Client
assigned integrations
• Deliver the initial functional design
documentation for sign off
• Assist with questions regarding
mapping of data to Workday data
model
• Build configuration tenant
• Provide exception reports/issues log
from tenant build
• Deliver Cynergy tenant validation
reports and support validation efforts
of configuration tenant
• Provide baseline End-to-End Test
scenarios to Client for review and use
determination
• Conduct smoke test for configuration
tenant
• Begin functional KT process during
configuration tenant smoke testing
• Jointly conduct Workday Customer
Confirmation Sessions (“CCS”)
• Develop CSLLC assigned integrations
• Conduct smoke testing of integrations
developed by CSLLC
• Provide input to the project plan
• Participate in weekly project meetings
and workstream meetings; co-lead
steering committee meetings
• Provide project SMEs for iterative
Workset design and playback
workshops
• Participate in iterative Workset design
and playback workshops
• Assist in clarifying configuration
requirements
• Conduct integrations architect
workshop for Client assigned
integrations
• Develop Client assigned integration
design approach documents
• Review and sign off on functional
design documents
• Agree to the integration design
approach for each integration (after
design approach review session)
• Finalize data conversion strategy and
plan
• Update data-gathering workbooks for
configuration tenant
• Update data-gathering workbooks for
End-to-End tenant
• Develop extract scripts and provide
validated extract data from legacy
system(s) into a single set of data into
the CSLLC prescribed data conversion
templates for load to the Workday
platform for the configuration tenant
• Provide Client personal data/personally
identifiable information for
configuration tenant and submit to
CSLLC’s secure transfer site
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Stage CSLLC Services Client Responsibilities
• Create integration operations
instruction guides for CSLLC assigned
integrations
• Update functional design documents
• Provide smoke test scenarios from
architect workshops and advise on
Client defined test scenarios
• Provide input on test management
processes and tools including defect
management, status tracking/reporting
and daily test status meetings
• Review Client defined test scenarios for
End-to-End
• Design, develop and smoke test CSLLC
assigned reports
• Transition ownership of final CSLLC
maintained design workbooks to Client
at the end of this stage
• Assist with questions regarding
mapping of data to Workday data
model
• Build of End-to-End tenant
• Provide exception reports/issues log
from End-to-End tenant build
• Deliver Cynergy tenant validation
reports and support validation efforts
of End-to-End tenant
• Provide stage sign-off document
• Validate configuration tenant build
• Review and resolve issues from
exception reports
• Review existing reports and confirm
which Workday report will meet these
needs and identify any necessary
custom reports as part of the Architect
& Configure stage
• Finalize test strategy
• Develop catch-up data transaction
entry approach
• Define and document test plan and test
scenarios (End-to-End and Regression)
• Jointly conduct CCS
• Develop Client assigned integrations
• Conduct Workset configuration
validation testing
• Conduct Unit Testing of configuration
• Conduct smoke testing of integrations
developed by Client
• Create integration operations guides
for all Client assigned integrations
• Review integration smoke test results
and final integration design in order to
provide sign-off of integrations ready
for End-to-End Testing
• Participate in functional KT during
configuration tenant Unit Testing
• Define and implement test
management processes and tools
including defect management, status
tracking/reporting and daily test status
meetings
• Develop comprehensive cross-
functional scenarios from smoke
and/or End-to-End Test scenarios
provided by CSLLC
• Review and finalize test scenarios, test
scenario assignments and detailed daily
test plan
• Train and prepare testers for testing
• Develop material to be presented at
the Test kickoff meeting
• Design, develop and Unit Test Client
assigned reports
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Stage CSLLC Services Client Responsibilities
• Sign off on functional design
documents
• Develop extract scripts and provide
validated extract data from legacy
system(s) into a single set of data into
the CSLLC prescribed data conversion
templates for load to the Workday
platform for the End-to-End tenant
• Provide Client personal data/personally
identifiable information for End-to-End
tenant and submit to CSLLC’s secure
transfer site
• Validate End-to-End tenant build
• Review and resolve issues from
exception reports
• Sign off on stage
Test • Manage the project plan
• Conduct weekly one (1) hour project
meeting; co-lead steering committee
meetings
• Conduct weekly workstream meetings
up to one (1) hour
• Participate in Test kickoff session
• Conduct up to one (1) hour navigation
review per workstream, at start of test
cycle
• Create integrations schedule
recurrence tracker
• Support integration defect resolution
for CSLLC assigned integrations
• Provide functioning CSLLC assigned
interfaces per the test plan
• Coordinate the first Workday product
release during the project along with KT
for the Client to manage subsequent
updates
• Partner with Client on finalizing Parallel
Test strategy and success criteria to
meet Workday Delivery Assurance
standards
• Participate in one (1) thirty (30) minute
daily End-to-End or Parallel Test status
meeting, limited to one (1) CSLLC
functional workstream consultant and
one (1) CSLLC integration consultant, if
applicable for workstreams where
there is an open issue
• Provide input to the project plan
• Participate in weekly project meetings
and workstream meetings; co-lead
steering committee meetings
• Lead Test kickoff session
• Lead daily End-to-End and Parallel Test
meetings
• Execute all test scenarios (End-to-End,
User Acceptance and Regression) and
provide test management (e.g., testing
coordination, compiling scenarios,
reporting metrics, etc.)
• Resolve Client assigned test incidents
• Support integration defect resolution
for Client assigned integrations
• Provide functioning Client assigned
interfaces per the test plan
• Client SMEs to participate in KT
meetings
• Develop subset or supplemental
scenarios for additional testing during
Test stage
• Plan and execute performance testing if
required by Workday
• Update system configuration as
required
• Update design documentation (as
required by internal Audit team)
• Participate in the first Workday product
release during the project; coordinate
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Stage CSLLC Services Client Responsibilities
• Conduct up to five (5) one (1) hour KT
meetings, per workstream
• Resolve CSLLC assigned test defects;
advise Client in resolution of Client
assigned test defects
• Support Client led End-to-End issue
resolution up to five (5) hours per week
per workstream
• Assist with questions regarding
mapping of data to Workday data
model
• Build of parallel tenant
• Provide exception reports/issues log
from parallel tenant build
• Deliver Cynergy tenant validation
reports and support validation efforts
of parallel tenant
• Support execution of two (2) payroll
parallel cycles per Client defined
Parallel Test management strategy and
success criteria
• Setup parallel CSLLC’s ImPaCT tool in
preparation of Parallel Testing using
Client provided legacy payroll data files
in CSLLC’s designated format
• Provide parallel variance reports
utilizing CSLLC’s ImPaCT tool and assist
with questions related to variance
analysis
• Provide sample deployment cutover
plan, advise Client in developing
detailed cutover plan
• Provide KT workbook for sign off
• Provide stage sign-off document
activities related to subsequent
updates
• Complete test of extraction and load
process for catch-up data transaction
entry
• Develop extract scripts and provide
validated extract data from legacy
system(s) into one (1) set of data into
the CSLLC prescribed data conversion
templates for load to the Workday
platform for the parallel tenant
• Provide Client personal data/personally
identifiable information for parallel
tenant and submit to CSLLC’s secure
transfer site
• Validate parallel tenant build
• Review and resolve issues from
exception reports
• Complete catch-up data transaction
entry for parallel
• Execute two (2) payroll parallel cycles
per Client defined Parallel Test
management strategy and success
criteria
• Provide legacy payroll data files in
CSLLC’s designated format in
preparation for Parallel Testing and use
of CSLLC’s ImPaCT tool
• Develop and provide any executive
summaries for parallel reporting to the
project leadership team
• Manage and sign off on all test results
(End-to-End, Parallel, and Regression)
• Develop deployment cutover plan
• Complete and sign off on the KT
workbook
• Sign off on stage
Deploy • Manage the project plan
• Conduct weekly one (1) hour project
meeting; co-lead steering committee
meetings
• Conduct weekly workstream meetings
up to one (1) hour
• Provide the Workday Go-Live Checklist
and Move-to-Production Authorization
• Provide input to the project plan
• Participate in weekly project meetings;
conduct steering committee meetings
• Manage and execute to the Deploy
cutover plan
• Provide validated extract data from
legacy system(s) into a single set of
data into the CSLLC prescribed data
conversion templates for load to the
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Stage CSLLC Services Client Responsibilities
• Schedule and conduct final Workday
Delivery Assurance reviews
• Update integration schedule and
recurrences tracker
• Assist with questions regarding
mapping of data to Workday data
model
• Build of gold/pre-Production tenant
• Provide exception reports/issues log
from gold/pre-Production tenant build
• Deliver Cynergy tenant validation
reports and support validation efforts
of gold/pre-Production tenant
• Verify migration of CSLLC assigned
integrations
• Schedule integrations according to the
integrations schedule recurrence
tracker
• Schedule the transition to Production
support meeting with Client (held after
Move-to-Production)
• Jointly complete the Workday Go-Live
announcement
• Provide stage sign-off document
Workday platform for the gold/pre-
Production tenant
• Provide Client personal data/personally
identifiable information for gold/pre-
Production tenant and submit to
CSLLC’s secure transfer site
• Validate gold/pre-Production tenant
build
• Review and resolve issues from
exception reports
• Provide required sign off for sandbox
configuration migration to Production
• Verify migration of Client assigned
integrations
• Jointly complete the Workday Go-Live
announcement
• Approve and sign off on the Workday
Go-Live Checklist and Move-to-
Production Authorization
• Create and distribute the Workday Go-
Live announcement
• Sign off on stage
Post-Production
support
• Provide standby support after the
Move-to-Production as defined by the
number of weeks in the timeline
outlined in Section 3.3
• Conduct KT sessions for CSLLC
developed integrations
• Conduct payroll support
• Conduct support for first financial
period close
• Provide stage sign-off document
• Complete catch-up data transaction
entry
• Staff and manage help desk
• Make any updates to Production
• Sign off on stage

OC&T Services

CSLLC Services Client Responsibilities
Strategy • Conduct persona workshop to review
standard persona cards for the
following four (4) areas (as reflected
in project Scope):
o Employee
o Manager
o HR partner
• Provide organizational change
counterpart to regularly interface
with CSLLC’s OC&T team
• Participate in persona workshop
• Update standard persona cards
following persona workshop
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CSLLC Services Client Responsibilities
o Cost center manager
• Attend key Strategy sessions to
collect initial change impacts
• Develop preliminary change impact
analysis to reflect information from
key Strategy sessions
• Provide input on the preliminary
change impact analysis
• Provide stage signoff
Organizational Change
Management
• Provide all change management tools
and templates
• Attend and participate in the project
kickoff meeting
• Develop preliminary OC&T project
plan
• Conduct OC&T kickoff and architect
workshop
• Facilitate weekly workstream
meetings for on-going support and
guidance on usage of tools and
templates, for the duration of the
project.
• Advise on stakeholder identification
• Advise on organizational change
strategy
• Co-develop change impact analysis
through Architect & Configure stage
• Advise on change impact executive
summary
• Develop initial communication plan
• Support development of
communications up to eighty (80)
hours of effort
• Configure tenant and mobile
branding (tenant and mobile logo,
banner, and application color
palette)
• Develop and analyze up to three (3)
organizational and individual
readiness assessments
• Develop and implement sustainment
plan
• Provide input and approval of all
facets of the change management
strategy and timeline
• Participate in OC&T kickoff and
architect workshop
• Identify stakeholders, sponsors
and change champions
• Provide OC&T resources to attend
and engage in functional
alignment workshops
• Co-develop change impact
analysis through Architect &
Configure stage; maintain change
impact analysis starting in the Test
stage
• Conduct stakeholder and
organizational readiness
assessments
• Develop and maintain change
champion network
• Lead and execute user experience
testing sessions
• Provide input on initial
communication plan; maintain
communication plan starting in
the Test stage
• Develop and deliver end user
communications beyond CSLLC’s
effort
• Provide any necessary translations
• Provide input on tenant and
mobile branding strategy
• Provide input on organizational
and stakeholder and readiness
assessments
End User Training • Develop training needs assessment
and training curriculum plan
• Provide access to all job aids for
functional areas in Scope
• Provide input on training tenant
strategy
• Review and approve the training
needs assessment and training
curriculum plan
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CSLLC Services Client Responsibilities
• Develop content and deliver training
for up to four (4) instructor-led
training courses including
PowerPoint presentations and
practice activities
• Customize user guides for Client
specific tenant configuration, up to
fifty (50) hours
• Prepare training tenant for end-user
training, up to eighty (80) hours
• Configure in-system guidance, up to
twenty-five (25) hours
• Develop and deliver end user
training, beyond CSLLC’s effort as
detailed in the training curriculum
plan
• Customize job aids beyond CSLLC’s
effort
• Prepare training tenant beyond
CSLLC’s effort
• Provide input on in-system
guidance strategy, including
specific policy information

3.0 Project Approach

3.1 Methodology
The implementation will be completed by following CSLLC’s Cynergy methodology which consists of the following stages: Plan, Architect & Configure, Test, and Deploy. The specific tasks and durations to complete these tasks will be detailed in the project plan, project charter and project schedule which are to be developed jointly by the CSLLC Engagement Manager (“CSLLC EM”) and the Client Project Manager.

3.2 Governance
Project Management
In the Plan stage of the project, the CSLLC EM will work with the Client Project Manager to develop a detailed project plan to be used to maintain project tasks and timelines. A project charter will be created to guide the team in maintaining Scope and project objectives. The project charter will also define the path of issue escalation.

Finalization of the Scope, as determined during the Plan and Architect & Configure stages, may require the project team to revise the estimates and resource requirements for the remaining stages of the project.

Change Control Process
Any additional or modified Scope of Services shall be documented in a separate written and fully executed Project Change Order form (“Change Order”) using the template set forth in Appendix C. Such form shall include the written approval of an authorized representative of Client before CSLLC will begin any additional work or incur any charges or fees outside the Scope of this SOW.

Client and CSLLC agree to the following Change Control Process:
• Step 1: CSLLC will prepare a description of the necessary change including Scope, process, cost, impact to timeline, and impact to resources along with a list of alternative solutions.
• Step 2: The Client Project Manager will review and approve or reject within his or her authority or escalate to the executive sponsor for review and approval or rejection.

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• Step 3: Client will review and approve or deny the request for the additional or modified Services within three (3) business days so as not to cause any unnecessary delay in the project timeline.
• Step 4: Any approved additions or modifications to the Scope of Services will be documented pursuant to a Change Order and become an addendum to this SOW.

Status Reporting
During the Plan stage of the project, the CSLLC EM will coordinate with the Client Project Manager to establish a set of regularly scheduled meetings to present project status and risks.

These will include, but are not limited to, a monthly steering committee meeting, a weekly project core team status meeting, weekly workstream meetings, a weekly project management meeting, and additional meetings, as needed. The CSLLC EM will report out at the steering committee and team status meetings on the status, activities, issues and other relevant project information.

The monthly steering committee meeting will include a review of the project timeline and status, accomplishments to date, upcoming project activities and Milestones, review of issues and risks requiring action from the steering committee members, potential changes to Scope and a review of the financials of the project. The steering committee will include a readout by the CSLLC EM on the state of the project; participation may be in person or remote.

A weekly Status Meeting will be held with the core team and the Client Project Manager to assess recent accomplishments, issues, risk factors and to ensure that the work planned for the next two (2) weeks is properly resourced. Risk factors and roadblocks will be assessed and either resolved or escalated. In addition to these meetings, meetings with functional teams will be scheduled to review and resolve any open issues.

All meeting agendas, status reports, steering committee presentations, issues log, project plan and the project charter will be stored on the project collaboration site as referenced in Section

4.0 Assumptions & Dependencies.

Knowledge Transfer
Over the course of the project, CSLLC will conduct functional and technical KT through iterative Workset design and playback sessions, CCS, weekly workstream meetings and during the Test stage. Additional KT will occur during the Post-Production stage as needed. To formalize KT, CSLLC will complete and require sign off by the Client of the KT workbook. CSLLC and Client will utilize the KT workbook to track progress and topics during each stage. Client will have access to the Knowledge Depot to review available video content for the functionality which is in Scope during the Term of this SOW. Video content only will reside within the provided SharePoint folder(s) and Client acknowledges that such video content will not be downloaded locally. If Client requires additional KT, this may result in a Change Order. Process documentation (e.g., operational guides and process flow diagrams) is not in Scope for KT, with the exception of the integrations operations guide for CSLLC owned integrations.

3.3 Projected Schedule
The time required to complete the project is based on the contents of this SOW. Unless otherwise mutually agreed upon, Services under this SOW are expected to commence ten (10) business days from the date of execution by the Client and CSLLC. The estimated duration and Resolution No. 2023-56
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estimated start dates of each project stage are listed below, pending execution of this SOW and availability of Client resources and training. The Client payroll schedule may require an adjustment on the estimated start date for the Deploy and Post-Production stages. If the Client payroll schedule requires an adjustment, the number of weeks defined in the timeline below will determine the new stage start and end dates for the Deploy and Post-Production stages.

Client resources will attend Workday fundamentals training for the functional areas in Scope prior to the start of the Architect & Configure stage, and Client resources which are assigned to design/build integrations (as indicated in the integrations Scope) will complete the required Workday training (report writing, calculated fields, and integration-related classes) prior to the start of the Architect & Configure stage. If training is not attended, this could result in a significant impact to the time and cost of the project.

The project will be completed in one (1) phase – as presented below. The timeline for the project is as follows:

Note:
• This project runs for sixty-one (61) weeks as the Strategy and Plan stages overlap by two (2) weeks.
• The timeline listed above includes holiday breaks from November 20, 2023 through November 24, 2023, and December 25, 2023 through January 12, 2024, during which it is expected that Services provided by CSLLC may be reduced. • Integrations will be developed based on a timeline dependent on the batches defined in the integrations planning sessions and third-party vendor availability. • Functional architect hours are assumed to be heavier in the Architect & Configure stage and will reduce to high level oversight following CCS.

3.4 Resources
The following resources and hours are planned for the Project.

CSLLC Estimated Level of Effort
CSLLC’s level of effort estimated by phase and stage is as follows:

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For a definition of Client roles and responsibilities assigned to the project, see Appendix A.

4.0 Assumptions & Dependencies
The Services, labor estimates, and Pricing presented in this SOW are dependent on the following assumptions being true. Pricing, terms and conditions herein are effective only upon execution of this SOW by both Parties. CSLLC reserves the right to alter any pricing, terms and conditions prior to the execution of this SOW.

Client will:
a. Timely complete each item listed as a Client Responsibility in Section 2.0. b. Have the necessary project and executive management support to review and make timely decisions as well as coordinate the activities of this project with other Client projects which may be occurring simultaneously. This includes gathering any necessary approvals from governing bodies, such as a works council, needed to proceed with the project.

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c. Have the necessary resources available in each stage, according to how they are identified in the staffing and project plans. Resources will be empowered and capable of making decisions on behalf of the Client. Resources will include, but are not to be limited to, functional and technical leads, and applicable business process and SMEs. If resource and/or priority conflicts occur, they will be discussed and resolved with the project steering committee. d. If CSLLC is able to travel in accordance with its internal policies and procedures, Client will provide the necessary hardware for the deployment, a desk, access to office space, and an internet connection.
e. Provide all required technology needs, connectivity, and network access to all relevant Client applications necessary for the deployment. The CSLLC consultants will have access to software including security rights and passwords where required in order to complete the deployment. CSLLC resources will provide their own laptops. If Client owned laptops or virtual machines are required to be used, this may result in a Change Order.
f. Be responsible for workstation compliance to Workday’s minimum requirements. Client has determined their technical needs will be met, and internal systems and policies, as well as third- party vendors, are compatible with Workday. Any technical issues which may arise during implementation are to be resolved by Client.
g. Lead the coordination with any Client’s third-party vendor involvement required to complete the Services. Client understands that some of their third-party vendors may charge fees for the completion of Services and such fees are the sole responsibility of Client. h. Unless otherwise agreed by CSLLC’s internal security organization, the Client shall use CSLLC’s secure transfer site for the secure exchange of sensitive employee data with the CSLLC support personnel.

Client will agree to limit use for data conversion or production support purposes only for the duration of the activities required. CSLLC will inactivate the secure transfer site within thirty (30) days after the support activities are completed. Client will not use CSLLC’s site for the transmission of any integration files for third-party vendors. CSLLC is not responsible for back up, archiving, or maintenance of files stored on the secure transfer site. In the event CSLLC utilizes its internal “Daytona” tool for data conversion (“Daytona”), Daytona and all of its components must be installed on the CSLLC secure cloud server and utilized solely within CSLLC’s secure transfer site.

Further, Daytona IP addresses must be added to the tenant whitelist. Daytona uses its own implementer account that must be excluded from multi-factor authentication. i. Use CSLLC provided central repository solution for non-sensitive project document sharing and CSLLC’s secure transfer site for the secure exchange of sensitive Client employee data with the CSLLC project team.
j. Be responsible for any job catalog and/or compensation restructuring efforts, with initial draft of restructure completed by the start of the Architect & Configure stage and completed by the start of the Test stage.
k. Seek to minimize the amount of plan and/or Client changes during the course of the project, with any changes finalized by the end of the Architect & Configure stage. If CSLLC needs assistance with the minimization of project impacts, this may result in a Change Order. l. Perform all of the Client responsibilities in the stages identified, and per the project plan including but not limited to sign off at the completion of each stage, provision of data files, provision of test scenarios, execution of test scenarios and integration testing. m. Be solely responsible for testing and any Move-to-Production activities, which shall include configuration, business processes, data, reports and integrations. Client will provide written acceptance of test results to CSLLC prior to any Move-to-Production.

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n. In the event CSLLC is required to assist Client with Move-to-Production activities, Client will provide written approval if CSLLC’s assistance is required during Client’s Move-to-Production activities. Upon completion of Move-to-Production activities, Client will verify Production results and shall be solely responsible for Production accuracy. Client shall provide written acceptance to CSLLC after such Move-to-Production activities have been completed.
o. Adhere to the outlined meeting schedules defined in the Section 2.0 Services and Responsibilities table; any variation could result in an impact to cost and timeline. p. Coordinate participation from key stakeholders and project team to attend a single CSLLC led architect workshop and CCS per functional area. If additional workshops or sessions are needed, the Client Project Manager will work with the CSLLC EM to determine impact to project effort and timeline.
q. Use CSLLC templates. If the Client requires CSLLC to utilize Client specific/owned templates, the Client Project Manager will work with the CSLLC EM to determine impact to project effort. r. Use the Client’s “Teamwork” subscription for Client-side task tracking. Any other tools the Client requires CSLLC to utilize, the Client Project Manager will work with the CSLLC EM to determine impact to project effort.
s. Pre-configuration: CSLLC Team will utilize CSLLC’s leading practices based pre-configuration to conduct the design sessions in the Architect & Configure stage. The approach for the design sessions will be reviewed at pre-configuration and then CSLLC will adjust the configuration in areas which are in Scope but do not meet the Client’s business requirements. t. Design workshops will take place during a one (1) week period within each Workset and may require overlap of individual workstreams
u. Provide all CSLLC OC&T consultants with implementer access to all Workday tenant environments including implementation tenants.
v. CSLLC will present the applicable Deliverables to the Client and the Client will have three (3) business days to provide a specific list of reasonable issues to be remedied. CSLLC will address issues and resubmit the deficient Deliverables. After three (3) business days, should the Client not provide a list of issues, the Deliverables will be deemed complete. Use of the Deliverables by the Client will deem the Deliverables as completed.

Prism Assumptions
a. Client will subscribe to Workday’s Prism product prior to project kickoff. Prism subscription must include sufficient data storage and published rows allowance to support the Scope of this SOW. b. Client will identify and confirm the specific data sources to be used and the Client must have independently obtained the rights and/or permissions to use all selected data sources for the intended purpose. CSLLC does not provide any data.
c. CSLLC and Client will jointly develop an approach to handle the orphaned records where there is not a match on Workday instance.
d. All data extract files to be available via secure transfer and consumed into Prism via standard Prism secure transfer integration. REST API and Workday Studio integrations are Out-Of-Scope. e. Data extract files will have a consistent data schema over time. f. Client has a clear, concise, and well documented definition of any metrics needing to be derived within the Prism Analytics Workflow.
g. Client will provide any required mappings to connect imported data to necessary Workday instances (e.g., Company, Business Unit, Portfolio, Custodian, Investment Manager, Equivalent Ratings).

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Absence Assumptions
a. Workday required training is completed by functional resources before the conclusion of Workset A. b. Client has no more than seven (7) unions/collective agreements. c. Pre-configured absence business processes and Workday security will be utilized with limited minor modifications.
d. Regulatory leave types will be implemented using a consolidated approach. e. United States regulatory sick plans will be consolidated at the state level utilizing the most generous entitlement for the states in Scope.
f. Absence entitlements/accruals will be based on the primary position.

Time Tracking Assumptions
a. Request overtime is not included.
b. Workday required training is completed by functional resources before the conclusion of Workset A. c. Client has no more than seven (7) unions/collective agreements. d. Pre-configured time tracking business processes and Workday security will be utilized with limited minor modifications.
e. Police time and Fire time will be entered and calculated outside of Workday and sent directly to payroll.
f. Time tracking calculations will be based on the primary position.

Payroll Assumptions
a. Client is responsible for providing executive summaries for parallel reporting to the project leadership team. CSLLC will be responsible for providing delivered parallel reports from the CSLLC parallel ImPaCT tool.
b. Processing of payroll occurs from a centralized office for all locations included in the payroll Scope. c. Gathering of payroll requirements and testing will be owned by a centralized office for all locations included in the payroll Scope.
d. KT will be delivered to a key resource and the Client is responsible for training their payroll organization.
e. Tax filing will be handled by a third-party vendor or in house with reporting. Workday does not currently support tax filing as part of the core Workday payroll module and only provides basic tax balancing reports.
f. If 1099 tax elections and payroll processing are required, those will be handled by a third-party vendor. Workday does not currently support 1099 tax elections or processing as part of the core Workday payroll module.
h. Payroll commitments, payroll obligations, and position budgets are not included in the Scope of this SOW.
i. Client is responsible for the accuracy of the payroll data provided in the required format. Client is also responsible for reconciling all payroll data to the legacy system. i. Only employees in Workday will be paid out of Workday Payroll. Payments for any 1099-R retirees, spouses and/or dependents will be processed by a third-party payroll provider. j. Client is responsible for payroll compliance review with internal or external counsel. k. Delivered Workday Fair Labor Standards Act (“FLSA”) functionality will be used.

Integration Assumptions
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a. Integration estimates will be reviewed at the completion of the Architect & Configure stage of the project. Adjustments may be required after further analysis and any possible changes to Scope. If a configured integrations template does not satisfy Client’s unique requirements, a custom integration will be a viable solution and can be built at an additional cost. b. Client integration functional owners are available for integration discovery and design sessions throughout the Plan and Architect & Configure stage.
c. Client design meetings for each integration will not exceed ten percent (10%) of the estimated effort of each integration.
d. CSLLC Integration team assistance for Client built integrations will not exceed ten percent (10%) of the overall estimated effort for the integrations assigned to the Client. e. Requirements and specifications for all in Scope integrations will be available by the end of the Plan stage.
f. Client integration workstream meetings will be limited to a maximum of two (2) hours per week for all integration resources.
g. Inbound integrations are scoped using Workday standard fields. If Workday custom objects are needed to store data, the integration effort will need to be revised. h. Workday required performance testing is not in Scope. i. Integrations (both CSLLC and Client owned) may be separated into batches depending on priority, critical and project timeline impacts; timelines could be adjusted due to delays in requirements or Client accessibility. Batches will have varying timelines to accommodate prioritization and architect workshop schedules to reduce rework.
j. Client is responsible for execution of integrations, third-party vendor coordination and results validation for the End-to-End and Parallel Test scenarios. k. Integrations dependent upon FDM may follow separate Milestones and testing cycles.

Authentication Assumptions
a. CSLLC will advise Client of the Workday options for a single sign-on solution and will perform the applicable authentication setup within the Workday tenant. b. Client is responsible for all implementation work outside of the Workday tenant (e.g., Security Assertation Markup Language (SAML) setup, identity server). Client will provide the appropriate resource commitments and skill sets depending on the single sign-on option selected during design.

Testing Assumptions
a. Client will provide a Test Lead unless otherwise stated in in this SOW who is responsible for overseeing test scenario creation and consolidating scenarios to be used for End-to-End, Parallel and Regression Testing, managing testers, and reporting out testing metrics. b. Client and CSLLC will implement a change control process to review and approve proposed enhancements coming out of testing to identify the priority and potential impact to timeline, resources and level of effort prior to changes being made. c. Client will finalize and sign off on End-to-End Testing prior to entering Parallel Testing. Exceptions must be agreed upon by CSLLC if additional End-to-End Testing is required prior to entering Parallel Testing.
d. Client will complete testing within the time specified in the timeline. e. Client will coordinate participation from project testers to be co-located together on a remote basis, or at a mutually agreed upon shared site if CSLLC is able to travel in accordance with its internal Resolution No. 2023-56
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policies and procedures. If additional support locations are needed for testing, the Client Project Manager will work with the CSLLC EM to determine impact to project effort and timeline. f. During cycle one (1) of End-to-End Testing, CSLLC will resolve assigned test incidents working alongside Client resources as part of KT. For End-to-End cycle two (2) and beyond, Client resources will lead the resolution of test incidents with support from CSLLC. g. When a Workday Update occurs, the only additional changes which will be included in the project are those which are automatically required by Workday. Any additional functionality to be implemented as part of a Workday product release will be treated as additional Scope and managed through CSLLC’s Change Control Process.
h. Prior to the start of the Test stage, if CSLLC determines that an Object Master Tenant (“OMT”) is required, the OMT will be the source for the parallel and/or pre-Production tenant(s). The OMT will include only Client approved/validated configurations. CSLLC will maintain sole access to the OMT.

Strategy Assumptions
a. Client Executive Sponsor(s) will be available to participate in plan/visioning sessions to set goals and objectives, vision, and help guide the governance and decision-making framework for the project. b. Project does not include any current state process mapping sessions, or any development of process tools and templates (e.g., checklists, job aids, user knowledge articles). c. Project does not include any human resources program policy reviews or re-writing. d. Non-Workday technology assumptions –
i. Client will extract and consolidate required documentation from non-Workday human resources systems to CSLLC as required for review and analysis. ii. Issues and progress tracking for technology changes to be made with third-party vendors to be managed and owned by Client.

Government Deployment Approach Assumptions
a. Business process configuration is limited to the processes defined in Appendix D. b. The Workday pre-configured content will be leveraged as the basis for design and configuration within the Scope of this project. CSLLC will not be performing a traditional fit-gap analysis on Client business requirements. If the pre-configured tenant is not appropriate for the Client, as determined by the Client, additional professional Services may be required. The Client is ultimately responsible for verifying that the pre-configured content is appropriate. c. Integrations to be designed to current system’s requirements and not reformatted during the project’s timeline, unless Workday delivered templates are available for the integration. If current system’s requirements are no longer supported, the effort will need to be assessed and the timeline may be impacted.

General Assumptions
a. CSLLC will operate in a global delivery model from onshore and CSLLC’s Global Deployment Center (“GDC”) locations.
b. Unless the Parties agree otherwise, support hours for onshore are assumed to be within standard business hours, defined as follows, with response time based on forecasted hours:
i. 9:00 AM Pacific Time (“PT”) through 5:00 PM PT.
ii. Monday through Friday.

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iii. Excluding CSLLC holidays. A list of CSLLC holidays will be made available to the Client upon request.
c. All meetings where CSLLC’s GDC consultants involvement will be required will be scheduled between 9:00 AM PT and 1:00 PM PT.
d. CSLLC’s GDC consultants, when required, will be available during the Client’s business hours for key events defined as follows:
i. Requirement workshops
ii. End-to-End Testing of critical issue triage

5.0 Term and Termination

a. This SOW shall commence on the Start Date identified above and shall continue through July 26, 2024 (the “Term”), unless terminated sooner pursuant to the Agreement.

6.0 Pricing
a. CSLLC will invoice and Client shall compensate CSLLC on a Time and Materials Basis (“T&M Basis”) based on the hourly rates set forth in the table below for Services rendered and expenses incurred on a monthly basis. Invoices will be paid subject to the terms and conditions of the Agreement. Total estimated cost of the engagement is listed in the table below. CSLLC will invoice for all actual hours worked. CSLLC invoices will contain a list of the hours charged for each project resource, with detailed descriptions of the work performed during the time being invoiced.

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*Note: For the CSLLC Investment, CSLLC will apply a five point forty-four percent (5.44%) credit to invoices created in connection with the performance of Services described in this SOW, excluding expenses or mutually agreed upon Change Orders, up to a maximum total CSLLC Investment of one hundred eighty thousand three hundred ninety-five USD (-$180,395.00 USD), or project end, whichever occurs first.

b. Workday Delivery Assurance and Workday specific training services and fees will be covered under a separate agreement between Client and Workday.
c. Invoices will be emailed to the following address(es): Client – [email protected], [email protected], [email protected]. Any other mailed correspondence will be delivered as follows below:

City of Escondido, California
Attn: Information Systems
201 North Broadway
Escondido, CA 92025

d. Any and all fees associated with Client’s e-invoicing, portal, or payment solution will be the responsibility of Client, without dispute. CSLLC will provide all necessary documents or invoices to confirm the fees, if such fees are incurred.
e. The purchase order number required for billing/invoicing will be provided to CSLLC promptly following execution of this SOW by the Parties.

7.0 Expenses
Client will reimburse CSLLC for its reasonable out-of-pocket travel expenses incurred in connection with the provision of the Services in accordance with CSLLC’s Travel and Expense Policy, which shall be made available to the Client upon request. This will include CSLLC’s management personnel for purposes of project oversight. Specific travel recommendations will be planned and discussed between the CSLLC EM and the Client Project Manager. Such agreed to travel recommendations shall not require additional Client pre-approval. All fees or penalties incurred due to cancellations or changes of travel at Client’s request shall be invoiced to Client. The Expense Estimate provided in Section 6.0 is a budgetary estimate only.

8.0 Signatures
IN WITNESS WHEREOF, the Parties have duly executed this SOW by their respective authorized representatives as of the SOW Effective Date.

Collaborative Solutions, LLC City of Escondido, California

Authorized Signature Authorized Signature

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Name Name

Job Title Job Title

Date Date

City of Escondido, California

Authorized Signature

Michael McGuinness

City Attorney

Date
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Appendix A – Detail Roles Description
Client Roles
Client personnel are experts on Client business/technologies and as such will have responsibility for providing project management, non-Workday functional, technical, and culture expertise to the project.

Client project team members and cross-functionality representation are currently identified as follows:
(Note that project teams’ roles could be specific to implementation needs.)

Team Member Description of Role
Steering Committee,
Senior Design Reviewers, Key
Stakeholders, Executive Sponsor
The steering committee provides funding and support to the project.

Responsibilities include:
• Obtaining appropriate funding and approvals
• Ensuring all appropriate resources are available for the project • Resolving issues which are impeding the progress of the project • Providing overall direction to the Client Project Manager • Sign off on key Deliverables/project Milestones
• Assuring project delivery and quality control
• Attending steering committee Meetings
Project Manager

The Client Project Manager is a dedicated resource focused specifically on the Workday implementation. While CSLLC understands there are many other activities linked to the implementation, this resource needs to be dedicated full-time to the project. Responsibilities include the following:
• Establishing and managing the project details, Deliverables, schedules, tasks, assignments, and execution
• Coordinating business teams and support teams
• Driving the implementation of the optimized processes • Managing the resolution of issues
• Anticipating and resolving issues which could impact the project budget, schedule, Scope or quality
Functional Team
(Global Process Owners, Process
Leads, and SMEs/Business
Analysts)
The Functional Team are those familiar with Client business processes and systems.

These individuals provide information to the CSLLC Functional Consultant(s) to configure the Workday solution. Responsibilities include:
• Communicate functional requirements which need to be configured in Workday
• Describe current business processes and work with team to simplify and improve
• Work with CSLLC Consultants to help map and load data into Workday • Actively participate in all testing activities
• Pre-validate extracted data files prior to providing it to CSLLC; then validate data after it has been converted into Workday solution
• Contribute to identifying and executing test scenarios for functional areas • Perform end user training
• Participate in KT
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Team Member Description of Role
Technical Team
(Integration Lead, Integration
Engineers/Developers, and Data
Conversion Specialist)
Technical resources perform the following:
• Support the conversion and loading of data contained in existing systems • Design and develop custom integrations as outlined within the Scope section above
• Develop custom reports
• Manage Client communications
• Participate in KT
• Actively participate in testing activities
Note: Resource experience, data quality and the amount of transformation required could impact the actual resources needed to support the data conversion efforts.

Internal Auditor

The Internal Auditor works with the project team to ensure proper procedures are followed and proper documentation is created for the implementation of Workday.

This person is responsible for providing compliance-related guidance and expertise to the project team.

Test Lead The Client Test Lead develops and manages the overall Client test strategy and plan. Responsibilities include:
• Establish an approach to testing
• Define resource requirements for testing
• Establish the test schedule
• Conduct overall execution of the Client prescribed End-to-End (including integrations), and Parallel Test process for Workday payroll from start to end of the test period
• Facilitate testing coordination and progress meetings • Successfully manage defect resolutions
• Resolve test issues via coordination of Client and CSLLC teams as required to complete testing for successful completion of Workday test • Define the overall test strategy
• Define test approach, roles and responsibilities
• Define test tools and scenarios by tester and success criteria for each test stage
• Define and report test metrics to the project team and project executives Organizational Change Lead The Organizational Change Lead is focused on planning and executing the change management and communications activities. He or she is the primary counterpart to the CSLLC Organizational Change Lead (if there is someone assigned) and is responsible for providing primary insight into the Client’s culture, operations, and competing projects or interests. The Organization Change Lead is the primary liaison between the project team and other internal resources needed to execute and deploy the various change management and communications activities. He or she is ultimately responsible for all change management and communications- related Deliverables.

Training Lead The Training Lead is focused on planning and executing the end user training activities. He or she is the primary counterpart to the CSLLC training lead (if there is someone assigned) and is responsible for providing primary insight into the Client’s training resources and preferences, as well as competing projects or interests Resolution No. 2023-56
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Team Member Description of Role
related to end user training. The Training Lead is the primary liaison between the project team and other internal resources needed to plan, execute, and deploy the various training activities for the deployment. He or she is ultimately responsible for all training-related Deliverables. The Client may choose to assign the Organizational Change Lead and Training Lead roles and responsibilities to a single actual resource.

Training Communications, and
Change Management support
Resources
Depending on the specific strategies and plans the Client establishes as part of its OC&T program, additional resources will be needed at various times throughout the project lifecycle to support and execute the communications, change management, and training plans. These roles often include:
• Training developers responsible for developing and revising the end user training collateral as defined in the training curriculum plan • Communications leads/developers responsible for developing, revising, and deploying the end user communications collateral as defined in the communications plan
• Trainers and super users responsible for gaining advanced familiarity with the new systems and user support tools, and in turn planning and delivering pre-Go-Live and ongoing training to end user audiences
• Change champions responsible for generating awareness and support around future changes within their designated areas of influence

Workday Roles
If Workday is contracted by the Client, Workday, under a separate contract, will provide Delivery Assurance services. Workday core responsibilities include:

Team Member Description of Role
Delivery Assurance Group Comprised of Workday implementation specialists, the Delivery Assurance Group works with the Client towards the implementation of the Workday solution. The Delivery Assurance Group conducts a series of quality assurance reviews at major project Milestones, when the group reviews project documentation, product configuration, and business processes. The Delivery Assurance Group is responsible for the development and enhancement of the Workday implementation methodology and works closely with product strategy and development in helping steer product direction.

Note: Delivery Assurance will be a separate agreement to be contracted directly with Workday.

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Appendix B – Integrations and Custom Reports
Integrations

The following integrations are in Scope. Please refer to the column labeled “Owner” to identify if the integration is Client assigned or CSLLC assigned.

ID# Integration Name Third-Party Vendor Functiona
l Area Integration Data Type Tool Total
Hours Owner
Cloud
Connector
Name
Notes
INT001 Basic SSO/SAML Setup Microsoft Workday
Security
Basic SSO SAML Setup Outbound
Custom
Setup
30 CSLLC
INT002 Active Directory Outbound Microsoft’s Azure
platform
HCM Active Directory Outbound CC CC
40 CSLLC
INT003 Active Directory Inbound Microsoft’s Azure
platform
HCM Active Directory Inbound Custom Studio
60 CSLLC
INT004 E-VERIFY E-VERIFY.gov HCM E-VERIFY Outbound CC CC 20 CSLLC
INT005 Medical Outbound Kaiser Foundation
Health plan, Inc.

Benefits Medical or Dental or Vision or Rx
Outbound CC
CC
40 CSLLC Kaiser Foundation
Health plan, Inc.:

Medical

INT006 Dental Outbound Delta Dental Plans
Association
Benefits Medical or Dental or Vision or Rx
Outbound CC
CC
40 CSLLC ANSI X12 834
INT007 Vision Outbound Anthem Insurance
Companies, Inc.

Benefits Medical or Dental or Vision or Rx
Outbound Custom

EIB/DTS
90 Client
INT008 Supplemental, Life and
AD&D Insurance Outbound
The Hartford Benefits Life or AD & D Outbound CC CC
40 CSLLC The Hartford: life,
disability,
supplemental
plans

INT009 FSA Eligibility Outbound TRI-AD Benefits FSA or HSA or Transit or Parking Outbound CC
CC
40 CSLLC
INT010 FSA Contributions
Outbound
TRI-AD Payroll Deductions Outbound Custom EIB/DTS
90 Client
INT011 COBRA Events Outbound TRI-AD Benefits COBRA Initial Rights Outbound CC CC 50 CSLLC TRI-AD: COBRA
(Initial Rights)

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INT012 COBRA Initial Rights
Outbound
TRI-AD Benefits COBRA Events Outbound CC CC
50 CSLLC TRI-AD: COBRA
(Qualifying
Events)

INT013 ACA Outbound IRS (Employee 1095
doc)
Benefits ACA Outbound CC CC
20 CSLLC Assumes
both can
take the
same file
INT014
Retirement Pension
Outbound
California Public
Employees' Retirement
System (“CalPERS”)
Benefits Demographics or Enrollment
Outbound Custom

EIB/DTS
90 Client
INT015 Retirement Pension
Inbound
CalPERS Benefits Retirement Savings Inbound
Custom
Studio
90 CSLLC
INT016 Retirement Pension
Outbound
CalPERS Payroll Deductions Outbound Custom EIB/DTS
70 CSLLC
INT017 Retirement Pension
Inbound
CalPERS Benefits Retirement Savings Inbound
Custom
Studio
90 CSLLC
INT018 Payroll ACH Outbound Bank of America, N.A. Payroll ACH NACHA Payment Outbound CC
CC
40 CSLLC
INT019 Tax Filing Periodic
Outbound
Bank of America, N.A. Payroll Tax Filing Periodic Outbound CC CC 20 CSLLC
INT020 Tax Filing Quarterly
Outbound
EDD Payroll Tax Filing Quarterly Outbound
Custom
Studio
120
CSLLC
INT021 Timekeeping System
Outbound
UKG Inc. HCM Demographic Outbound Custom EIB/DTS
80 Client
INT022 Timekeeping System
Inbound
UKG Inc. Time_Trac
king
Time Tracking Inbound Custom Studio
100
CSLLC
INT023 Timekeeping System
Outbound
InTime Solutions Inc. HCM Staffing Outbound Custom EIB/DTS 110
Client
INT024 Timekeeping System
Inbound
InTime Solutions Inc. Time_Trac
king
Time Tracking Inbound Custom Studio
100
CSLLC
INT025 Timekeeping System
Outbound
SafeCities HCM Demographic Outbound Custom EIB/DTS
80 Client
INT026 Timekeeping System
Inbound
SafeCities Time_Trac
king
Time Tracking Inbound Custom Studio
100
CSLLC
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INT027 Financials (Accounts
Payable) Check Layout
Workday, Inc. BIRT Financials Custom Check
Layout_Low
BIRT
40 CSLLC
INT028 Financials Positive Pay
without Voids Outbound
Bank of America, N.A. Financials Positive Pay without Voids Outbound Custom

EIB/DTS
50 CSLLC
INT029 Financials ACH Outbound Bank of America, N.A. Financials ACH NACHA Payment Outbound CC
CC
40 CSLLC
INT030 Bank Statement Inbound Bank of America, N.A. Financials Bank Statement Inbound CC CC 50 CSLLC
INT031 1099 Filing Outbound IRS Financials Electronic Filing 1099 Outbound CC
CC
20 CSLLC
INT032 Journal (Charges/Credits)
Inbound
TBD Financials Accounting Journals Inbound
Custom
Studio
100
CSLLC
INT033 Ad Hoc Bank
(Payments/Refunds)
Inbound
TBD Financials Adhoc Bank Transaction Inbound
CC
CC
50 CSLLC
INT034 Travel/Expense Cards
Outbound
TBD Financials Credit Cards Masked Outbound
CC
CC
60 CSLLC
INT035 Travel/Expense Cards
Inbound
TBD Financials Credit Cards Masked Inbound CC CC
50 CSLLC
INT036 Purchase Order Layout Workday, Inc. BIRT Purchase Order Custom Layout_Low
BIRT
40 CSLLC
INT037 Customer Invoice Layout Workday, Inc. BIRT Customer Invoice Custom Layout_Low
BIRT
40 CSLLC
INT038 Customer Statement
Layout
Workday, Inc. BIRT Customer Statement Custom
Layout_Low
BIRT
40 CSLLC
INT039 Supplier Punchout Invoice
Inbound
Amazon.com, Inc. Financials Procurement Supplier Punchout Supplier Invoice Inbound CC
CC
50 CSLLC
INT040 Supplier Punchout Catalog
Outbound
Amazon.com, Inc. Financials Procurement Supplier Punchout Catalog CC
CC
40 CSLLC
INT041 Supplier Punchout
Purchase Order Outbound
Amazon.com, Inc. Financials Procurement Supplier Punchout Purchase Order Outbound CC
CC
40 CSLLC
INT042 Supplier Invoice EDI 810
Inbound
TBD Financials Procurement EDI Inbound CC CC
40 CSLLC
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INT043 Purchase Order EDI 850
Outbound
TBD Financials Procurement EDI Outbound CC CC
80 CSLLC
INT044 Purchase Order
Acknowledgment EDI 855
Inbound
TBD Financials Procurement EDI Inbound CC CC
40 CSLLC
INT045 Price Update EDI 832
Inbound
TBD Financials Procurement EDI Inbound CC CC
40 CSLLC
INT046 Advance Shipping Notice
EDI 856 Inbound
TBD Financials Procurement EDI Inbound CC CC
40 CSLLC
INT047 CityWorks PLL Outbound Azteca Systems, LLC.
(“CityWorks PLL”)
Financials Accounting Journals Inbound
Custom
Studio
100
CSLLC
INT048 Cashiering Teller Financials Accounting Journals Inbound Custom
Studio
100
CSLLC
INT049 Utility Billing SpryPoint Solutions Inc. Financials Accounting Journals Inbound Custom
Studio
100
CSLLC
INT050 ArcGIS System Outbound ArcGIS (Enterprise 10.8) Financials Business Assets Outbound Custom

EIB/DTS
100
Client
INT051 ArcGIS System Inbound ArcGIS (Enterprise 10.8) Financials Business Assets Inbound Custom Studio 120
CSLLC
INT052 GovernmentJobs.com
Inbound
NEOGOV
(GovernmentJobs.com)
Recruiting Job Advertising Outbound Custom EIB/DTS
90 Client
INT053 CityWorks PLL AMS
Inbound
CityWorks PLL Financials Accounting Journals Inbound
Custom
Studio
100
CSLLC
INT054 Amelia Outbound Amelia Enterprises Inc.
(“Amelia”)
Financials Other Outbound Custom EIB/DTS
100
Client
INT055 Third-party payments InvoiceCloud Financials Accounting Journals Inbound Custom
Studio
100
CSLLC
INT056 VectorSolutions Course
Completion Inbound
VectorSolutions Learning Course Completion Inbound
Custom
Studio
100
CSLLC
INT057 401k & 457 Demographic
Outbound
MissionSquare
Retirement
Benefits Demographics or Enrollment
Outbound Custom

EIB/DTS
90 Client
INT058 401k & 457 Elections
Inbound
MissionSquare
Retirement
Benefits Retirement Savings Inbound
Custom
Studio
90 CSLLC
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INT059 401k & 457 Contributions &
Loans Outbound
MissionSquare
Retirement
Payroll Deductions Outbound Custom EIB/DTS
70 CSLLC
INT060
401a Deductions Outbound
PARS
Payroll Deductions Outbound Custom

EIB/DTS
90 Client
INT061
401a Elections Inbound
PARS Benefits Retirement Savings Inbound
Custom
Studio
90 CSLLC
INT062 Dixon Lake Point of Sale
Inbound
Jet Pay Financials Accounting Journals Inbound
Custom
Studio
100
CSLLC
INT063 Wohlford Lake Payment
Kiosk Point of Sale Inbound
TBD Financials Accounting Journals Inbound
Custom
Studio
100
CSLLC
INT064 Library Point of Sale
Inbound
Smart Kiosk Financials Accounting Journals Inbound
Custom
Studio
100
CSLLC
INT065 Origami Outbound Origami (TBD) Financials Other Outbound Custom EIB/DTS 100
Client
INT066 Escondido Federal Credit
Union
Escondido Federal
Credit Union
Payroll Deductions Outbound Custom EIB/DTS
70 CSLLC
INT067 Positive Pay Payroll Bank of America, N.A. Payroll Positive Pay without Voids Outbound Custom

EIB/DTS
50 CSLLC

Integration Tool Key:
• BIRT = Business Intelligence Reporting Tools
• CC = Cloud Connect
• EIB/DTS = Enterprise Interface Builder/Document Transformation Service • Setup = Web Services or Integration system user setup • Studio = Workday Studio
• Support = Hours allocated for assistance at the direction of the Client • COBRA = Consolidated Omnibus Budget Reconciliation Act • ACA = Affordable Care Act
• SSO = Single Sign On
• SAML = Security Assertion Markup Language
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• FSA = Flexible Spending Account
• HSA = Health Savings Account
• ACH = Automated Clearing House
• EDI = Electronic Data Interchange
• NACHA = National Automated Clearinghouse Association

The interfaces/integrations required for this project include:
• Cloud Connect – CC provides Workday customers with the same level of support as they would receive in the core Workday application.

Such Workday integrations are (i) part of the Workday hosted application Service and (ii) provided with ongoing support by Workday in accordance with Workday’s then-current Support and Service Availability Policy. While Workday integrations are designed and developed as part of the subscription license, CSLLC anticipates some amount of time dedicated to configure and test the integrations during the implementation.
• Custom Integrations – Custom integrations are developed by CSLLC or Client using Workday’s tools such as Report Writer, EIB, DTS, or Studio.

Reports

The following report configuration is in Scope. The hours identified for custom reporting support is inclusive of design discussions, requirements gathering and KT and include a custom report for DE 542.

HCM Reporting
Report Name / Configuration Area Description
Organization Footprint HCM – Distribution Trends and
Analysis
Modified version of the Global Footprint standard report to provide headcount by location or hierarchy and job family group Growth Rate by Job Family Group HCM – Distribution Trends and Analysis
Standard report to provide headcount growth by job family group by month configured for custom dashboard
Headcount and Average Years of Service
by Age Range
HCM – Distribution Trends and
Analysis
Standard report to provide headcount and average years of service by age band and configured for custom dashboard Headcount by Management Level HCM – Distribution Trends and Analysis
Standard report to provide headcount by management level and configured for custom dashboard
Headcount Growth Analysis HCM – Distribution Trends and Analysis
Modified version of the Headcount Growth Analysis standard report to provide headcount by month
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Report Name / Configuration Area Description
Workforce Tenure – Monthly Trend HCM – Distribution Trends and Analysis
Modified version of the Workforce Tenure – Yearly Trend standard report to provide headcount by tenure groups and month
Employee Population Trend by Gender HCM – Diversity Modified version of the Employee Population Trend by Gender standard report to provide headcount by gender and month Ethnicity/Management Level Analysis HCM – Diversity Standard report to provide headcount by management level and ethnicity and configured for custom dashboard
Male/Female Distribution HCM – Diversity Standard report to provide headcount by gender and configured for custom dashboard
Male/Female Workforce Job Family HCM – Diversity Modified version of the Male/Female Workforce Majority by Country standard report to provide headcount by gender and job family
Manager Composition by Ethnicity and
Years of Experience
HCM – Diversity Standard report to provide manager headcount, distribution, compa-ratio, and years in position by tenure ethnicity and configured for custom dashboard
People Manager Proportions HCM – Diversity Standard report to provide manager headcount by gender and configured for custom dashboard
Hires by Age Group HCM – Headcount Movement Standard report to provide hires count by age group and configured for custom dashboard
Promotion Rate HCM – Headcount Movement Standard report to provide promotion rate by quarter and configured for custom dashboard
Voluntary Terminations by Management
Level
HCM – Headcount Movement Standard report to provide voluntary termination counts by management level and configured for custom dashboard
Quarterly Turnover Rates HCM – Headcount Movement Standard report to provide voluntary, involuntary, and total turnover rates by quarter and configured for custom dashboard Quarterly Turnover Rates by
Organization
HCM – Headcount Movement Standard report to provide voluntary, involuntary, and total turnover rates by supervisory organization and configured for custom dashboard
Employee Movement HCM – Headcount Movement Standard report to provide hires, transfers, and terminations and configured for custom dashboard
Worker Proportion Trends HCM – Structured Dynamics Modified version of the Worker Proportion Trends standard report to provide headcount of managers and employees by month
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Report Name / Configuration Area Description
Manager Headcount by Management
Level
HCM – Structured Dynamics Modified version of the Manager Headcount by Management Level standard report to provide headcount by management level and month
Span of Control by Job Family Group HCM – Structured Dynamics Standard report to provide management ratios by job family and configured for custom dashboard
Span of Control by Range of Direct
Reports
HCM – Structured Dynamics Standard report to provide manager span of control and configured for custom dashboard
Span of Control by Month HCM – Structured Dynamics Modified version of the Span of Control by Year standard report to provide manager span of control by month
Span of Control – Manager Outliers HCM – Structured Dynamics Standard report to provide direct report counts and configured for custom dashboard
Workforce Analysis Dashboard Custom Dashboard Configuration of a single custom dashboard to accommodate the reports listed above
Age Band Definitions Configuration Configuration of age bands to provide grouping for worker reports
Under and Including Age: Twenty (20)
Age Incremented by: Ten (10)
Over and Including Age: Sixty (60)
Trended Worker Configuration Configuration of Trended Worker settings and data generation

Financial Reporting

Report Name Area Description
Data Audit - Funds Financial Accounting Listing of the funds in the tenant and the hierarchy structure for those funds.

Data Audit - Cost Centers Financial Accounting Listing of the cost centers in the tenant as well as the cost center manager assignments, hierarchy structure and related worktags established for those cost centers.

Data Audit - Programs Financial Accounting Listing of the programs in the tenant and the hierarchy structure for those programs.

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Report Name Area Description
Data Audit - Locations Financial Accounting Listing of all locations showing usage, type, hierarchy structure and address information.

Data Audit - Grants Financial Accounting Listing of all grants in the tenant as well as the grant manager assignments, hierarchy structure and related worktags
established for those grants.

Data Audit - Revenue Categories Financial Accounting Listing of all the revenue categories in the tenant as well the hierarchy structure.

Data Audit - Spend Categories Financial Accounting Listing of all the spend categories in the tenant as well as their usages and hierarchy structure.

Find Projects Projects A custom copy of the Find Projects report that has additional data about the projects.

Find Journal Lines with Worktag Details Financial Accounting A copy of the delivered Find Journal Lines report with the worktags broken out into their own columns for easier viewing and reporting.

View Plan Lines Budget Report showing all budget lines entered with details about the plan, entry type, status and all worktag detail.

Balance Sheet by Fund Financial Accounting Custom balance sheet report displaying ledger account balances by fund.

Income Statement by Fund Financial Accounting Custom income statement displaying revenue and spend amounts by fund for the report period, current Year-To-Date ("YTD”), and prior YTD.

Financial Budget vs Actuals by Fund Budget/Financial Accounting This report is designed to show the overall financial budgets by fund and is intended to be used by the central Budget staff for an overall picture to determine where they need to pay
attention or drill into the details using other reports.

Budget vs Actuals by Cost Center Budget/Financial Accounting This report is designed to show the overall budget of a fund by cost centers and is intended to be used primarily by the central Budget staff to look at the top cost center hierarchy and get an overall picture to determine where they need to pay attention or drill into the details using other reports.

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Report Name Area Description
Budget vs Actuals for Cost Center Budget/Financial Accounting This report is designed to show the detailed budget vs actuals for one (1) cost center or a cost center hierarchy.

If the user is looking for the details for just one (1) cost center, he/she can choose to repeat the columns by either Fund or Program and can then use the other parameters to limit the view further as appropriate.

If the user would like to see the data for a cost center hierarchy, he/she can choose to repeat by Cost Center and can then use the other parameters to limit the view to particular funds, programs or other worktags as appropriate.

Budget vs Actuals for Program Budget/Financial Accounting This report is designed to show the detailed budget vs actuals for one (1) program or a program hierarchy.

If the user is looking at the details for one (1) program, he/she can choose to repeat the columns by either Fund or Cost Center and can then use the other parameters to limit the view further as appropriate.

If the user would like to see the data for a program hierarchy, he/she can choose to repeat by Program and can then use the other parameters to limit the view to particular funds or cost centers as appropriate.

Budget vs Actuals by Project Projects/Budget/Financial Accounting This report is designed to show a life to date overview of the budget and actuals for all projects within a hierarchy and is used primarily by users who are managing multiple projects within a project hierarchy or by the central Budget/Finance team to get an overview of all projects. From here, users can determine where they need to pay attention or drill into the details using other reports.

Budget vs Actuals for Project Projects/Budget/Financial Accounting This report is designed to show the detailed life to date budget vs actuals for one (1) project at a time.

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Report Name Area Description
Budget vs Actuals by Award Grants/Budget/Financial Accounting This report is designed to show a life to date overview of award budgets and is used primarily by the central Budget and Finance staff to look at the top grant hierarchy and get an overall picture of the award budgets. From here, users can determine where they need to pay attention or drill into the details using other reports.

Budget vs Actuals by Grant Grants/Budget/Financial Accounting This report is designed to show the detailed life to date budget vs actuals for one (1) grant.

Find Assets Assets Custom copy of the delivered Find Assets report that adds in relevant fields and reorders columns to be more practical.

Time Off Liability with Worktags Financial Accounting Custom version of the Time Off Liability report that includes worktag detail for cost center, fund, etc.

Payroll Accounting Details Financial Accounting A report that returns payroll General Ledger (“GL”) entries by worker with worktag details.

Project Remaining Budget for Rollover Budget Report for budget team to use when evaluating project budgets at the end of a fiscal year and determining the amount of budget to be rolled to the next fiscal year.

Trial Balance with Worktags Financial Accounting Custom trial balance report used for exporting trial balance data to auditors or other programs.

Cash Balance by Fund Financial Accounting A report detailing the Client’s reportable cash balance by fund.

Payroll Deductions Financial Accounting A report detailing the payroll fility amounts withheld from each payroll.

Depreciation Expense by Function Assets/Financial Accounting Depreciation expense detailed by function for annual reporting purposes.

Statement of Net Position Financial Accounting Government-wide statement for annual financial report.

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Report Name Area Description
Statement of Activities Financial Accounting Government-wide statement for annual financial report.

Schedule of Expenditures of Federal
Awards
Grants/Financial Accounting Designed to report award expenditures for annual financials.

Up to three (3) formatted fund financial
statements for annual report
Financial Accounting Fund financial statements for annual financial report.

Prism

The following is in Scope for Prism.

• Up to four (4) source system tables
• Medium Workday security complexity
• Medium transformation complexity
• One (1) discovery board
• Up to two (2) low complexity reports
• Up to two (2) medium complexity reports
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Appendix C – Sample Change Order Form
Project Change Order
This Change Order form is used for requesting, documenting and approving changes to the Workday deployment or other applicable service offering, including, but not limited to, changes to the project’s Scope, changes for a major configuration element, project timeline/schedule changes, integration specifications changes, addition of resources or any other Deliverable change from the originally planned Workday deployment or applicable service offering.

Summary
Client: XYZ Client
SOW/Project Name: Project ID # / Project Name as it exists in Workday Change Order #: C01 (adjust as appropriate)
Project Manager (Client): Project Manager Name, XYZ Client Project Sponsor (Client): Project Sponsor Name, Title
Engagement Manager
(CSLLC):

Engagement Manager Name, Collaborative Solutions, LLC (“CSLLC”) Acceptance Due Date: The date by which the Client will need this approved in order to avoid negative timeline impact.

Change Type: Type of change. For example: integration change, request for additional functionality, change in SOW estimate based on design sessions, etc. (usually more applicable to Phase One (1) or Phase Two (2) projects.) Select one (1):

Term Extension (zero (0) budget add)
Term Extension (additional hours added)
Change in Scope (additional hours added)
Change in Scope (no addition hours added)
Other (detail in request description)
Impact Assessed by: List those assessing the impact. Normally the CSLLC EM, Functional or Integrations Consultant, and possibly someone on the Client side.

Priority: High, Medium, or Low based on need for the change.

Billing: Select one (1):

Bill under current project
Bill separately under current project
Bill separately under new project
Contract Line Type: Describe the billing basis. For example: Time & Materials, Fixed Fee Installment/Milestone, Prepaid, Subscription. For “Bill under current project,” the billing basis of this Change Order MUST match the applicable SOW’s billing basis.

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Is new PO# required? Select one (1):

New PO# (insert PO#)
PO# to be created after receiving countersigned documents No new PO# needed
Request Description
<<Describe the change and why it is needed. It is important to describe why this was not estimated correctly in the SOW or where the change occurred. For example:

Adding a new integration for Aetna, COBRA, Qualifying Event. Original integration listed on the SOW addressed only Aetna PPO/HMO, did not specify COBRA. Additional forty (40) hours added to cover COBRA QE.>> If this CO is for an extension, please include the number of hours and budget remaining on current project.

Business Purpose / Reason for Change
<<Describe the purpose/reason for change and be sure to explain the impact to NOT d oing the change. For example:

Client offers COBRA coverage for any employees eligible for a COBRA Qualifying Event; this was not included in the original SOW estimate. If Client does not approve this change Client will not be able to provide COBRA coverage.>>
Impact Assessment
Project Activities
Affected:

Describe the additional work that needs to be done. For example: Create one (1) additional integration or three (3) new performance templates need to be configured, etc.

Deliverables
Affected:

Describe Deliverables affected. For example:

One (1) additional interface file to be delivered to Aetna will be produced.

Project Schedule
Impact:

Describe schedule impact, if any. For example:

Architect & Configure stage will be extended by one (1) week to complete all integrations.

Include the original end date and new end date, if extending the Term of the SOW.

Pricing Matrix The following is the Pricing Matrix:

Role Rate Hours Cost
Executive
Strategy Manager
Senior Functional Architect (Consulting Director)
Engagement Director (Portfolio Director)
Engagement Manager
Functional Architect
Senior Principal Consultant
Principal Consultant
Consultant
Analyst
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Total <<total>>

Payment Terms – If the Client is adding hours
• Time & Materials SOW: This Change Order will be billed monthly on a Time and Materials (“T&M”) Basis based on actual usage at the rates set forth in the SOW and as identified in the Pricing Matrix above. • Prepay SOW: This Change Order will be invoiced upon execution by both Parties at the rates set forth in the SOW and as identified in the Pricing Matrix above.
• SDE SOW: This Change Order will be invoiced upon execution by both Parties with a fixed fee amount of $_____
Assumptions
• Describe any new Assumptions different from the SOW. For Example:
• Client will provide the requirements for the new integration. • If not different from the SOW, add “All Assumptions from the SOW dated XX December XXXX apply to this Change Order”, otherwise, if there are new Assumptions different from the SOW, list them here.

Authorization

Client Authorization Signature

Collaborative Solutions, LLC Authorization
Signature

Name

Name
Job Title

Job Title
Date

Date

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Appendix D – Detailed Functionality
Overall assumptions apply to all functions in Scope, unless otherwise stipulated:
• Business Processes: One (1) rule-based business process per process with no more than twenty (20) steps per business process. Unused steps within a process will not apply to alternate business processes.

Includes up to two (2) consolidated templates for applicable processes. Additional business process Scope is limited to what is detailed in this Appendix.
• Notifications: Up to five (5) notifications per business process. Unused notifications within a process will not apply to alternate business processes.
• Security: Workday delivered security groups will be used. Inactivated or unused security groups and Implementers will remain on domain security policy definitions to allow for ease of implementing other functionality in the future. Inactivated or unused security groups and implementers will be removed from the business process security policy definitions to match design requirements identified. • Custom Objects: Up to two (2) custom object per functional area in Scope with no more than five (5) custom field(s) per object. If custom lists are required, up to ten (10) items per list. Unused custom object(s) may not be applied to other areas.
• Tenant Branding: Workday delivered tenant branding with up to one (1) condition rule and one (1) upload of images. Any changes to images uploaded will be completed by the Client through KT. • Dashboards: Workday delivered dashboards for the functional Scope below will be configured with Workday delivered reports unless custom reports are included in Scope in Appendix B. Includes configuration of up to three (3) announcements(s) per dashboard, where applicable. • Translations: Translations conversion is not in Scope. • Scheduled Reports & Alerts: Scheduled reports, task alerts, and business process alerts are not in Scope.

General report-based alerts are defined within the Scope in Appendix B. • Setup Values: Current values, including organizations. No historical loads unless needed to support the data conversion Scope detailed in Appendix E.
• Documents: Documents are assumed to be attachments only. Generated documents and/or documents enabled for Adobe Esign or Docusign are assumed Out-of-Scope. Templates do not include logos or any specialized formatting unless called out as a BIRT layout in the reporting Scope. • Workday Docs: Workday Docs is a document template creation application in Workday to design and create Workday Docs templates to generate documents. Workday Docs and document/letter generation are assumed Out-of-Scope unless identified below. Common use cases for Workday Docs include: HCM, change job letters, probation letters.
• Request Framework: Request Framework is assumed out-of-Scope unless identified below. • Questionnaires: Questionnaires are assumed out-of-Scope unless identified below. Common use cases for questionnaires include: HCM, probation review questionnaire, custom exit interview questionnaire.

Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
HCM: Core

Organization hierarchy structure per
organization type (supervisory,
company, cost center, custom, and
location hierarchy) (not including
organization studio)
Y Up to two (2)
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Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Physical location(s) where workers
perform job functions (not including
workspaces)
Y
Matrix organization tracking N
Job catalog with position-related
attributes such as management
hierarchy (not including skills and
experience)
Y
Staffing model used to manage
headcount
Y One (1)
Worker profile for detailed worker
information tracking (not including
purging)
Y
Worker document(s) Y Up to fifteen (15) (up to five (5) document security segments with
associated segment-based security
groups)
Regulatory reporting: Workday
delivered compliance reports
Y
Employee contract(s) N
Probation period tracking Y Up to four (4) probation period defaulting rule(s)
Notice period tracking Y
Contingent worker tracking Y
Retiree functionality Y
Union(s) Y Up to seven (7)
Collective bargaining agreement(s) Y Up to seven (7)
Additional (multiple) jobs Y
Onboarding Y
• Onboarding setup
template(s)
Up to three (3)
• Additional worker
documents
Up to twenty (20)
• Bulletin worklets Up to three (3)
Form I-9 tracking Y
Basic HCM asset tracking N
Reference letter template(s) N
Safety incident tracking N
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Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Committees tracking (not including
meeting agendas, voting and
external committee membership
tracking)
N
Workday Today Y
Custom security groups Y Up to three (3) (one (1) intersection security group)
Custom questionnaire(s) Y Up to two (2)
Modifiable business processes Y 1. Hire employees

2. Contract contingent worker

3. Onboarding

4. Onboarding setup

5. Change job

6. End contingent worker contract

7. Create position

8. Terminate employee

9. Request compensation change

10. Up to three (3) additional
configurable business processes
Compensation: Core Compensation packages Y One (1)
Compensation grades tied to job
profiles
Y Up to twenty-five (25) compensation
grades and grade profiles combined

Compensation grade steps Y Up to seventy (70) (up to five (5) progression rule(s) total)
Compensation plans (not including
calculated plans, reimbursable
allowance plan functionality,
Deferred compensation or
compensation: processing
functionality unless otherwise called
out in Scope)
Y Up to fifteen (15) compensation plans
total
Severance packages N
Custom total rewards template(s) N
Wage theft prevention template(s)
(New York, California, Washington
D.C., and Minnesota only)
N
Compensation survey management
survey(s)
N
Custom security groups Y One (1) (can be an intersection security group)
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Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Benefits Benefit plans Y Up to forty-eight (48) (up to one (1) benefit rate type each)
Benefit credit(s) and/or surcharge(s) N
Benefit group(s) Y Up to thirteen (13)
Benefit job(s) Y
Dependents and beneficiaries
tracking
Y
Benefit enrollment event(s)
(including passive events)
Y Up to sixteen (16) benefit events (plus
conversion events)
Open enrollment enablement for
upcoming cycle, referencing existing
or in Scope plans
Y
Enrollment event rule(s) Y One (1)
Evidence of Insurability (EOI)
management (not including
automation from third-party
vendor)
Y
Workday delivered COBRA eligibility
processing to third-party
administrator
Y
ACA measurement period tracking Y
1094/1095-C reporting Y
Medicare tracking Y
Dependent verification functionality
through use of custom ID(s)
N
Custom security groups Y One (1) (with one (1) intersection security group)
Modifiable business processes Y 1. Change benefits for life events review process

2. Dependent event

3. Change benefits

4. Passive event

5. Up to one (1) additional
configurable business processes
Talent & Performance
Management

Worker profile and skills (not including
qualification equivalence rules)
Y
Workday skills cloud Y
Talent marketplace N
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Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Competencies:
• Proficiency scales
• Rating scale(s) for
competencies
Y
Y
Y
Up to ten (10)
One (1)
One (1)
Career development tracking Y
Mentoring relationships tracking N
Check-ins N
Talent review template(s) Y Up to two (2)
Nine-Box (9-Box) talent calibration
program(s)
N
Succession planning for positions &
pools
Y
Potential, readiness, retention, and
loss impact tracking
Y
Custom talent card layout(s) Y Up to two (2)
Feedback enablement template(s) N
Organization and personal goals
management
Y Up to one (1) rating scale and one (1)
completion scale
Performance review template(s) Y Up to three (3) (up to one (1) rating scale)
Performance review calibration
(ratings normalization) program(s)
N
Development plan template(s) N
Performance improvement plan
template(s)
Y One (1)
Disciplinary action template(s) Y One (1)
Custom security groups Y One (1) (can be an intersection security group)
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Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Modifiable business processes Y 1. Manage education

2. Start performance review

3. Complete manager evaluation
for performance review

4. Give feedback

5. Manage goals

6. Mange job history

7. Complete self-evaluation for
performance review

8. Import professional profile

9. Set review content for
performance review

10. Mange competencies

11. Manage succession plan

12. Up to two (2) additional
configurable business
processes
Recruiting Job requisitions Y
Evergreen (pipeline) job requisitions Y
Confidential job requisitions N
Internal career site(s) Y One (1)
External career site(s) Y One (1)
Job posting template(s) Y Up to two (2)
Referral program(s) (leveraging in
Scope one-time payment plan(s))
N
Application questionnaires Y Up to four (4) internal and up to two (2) external questionnaires with up to
twenty-five (25) questions total
Background check package(s) Y Up to five (5)
Non-integrated assessment test(s) N Up to five (5)
Candidate self-scheduling
enablement (not including calendar set-
up)
N
Outlook Office 365 or Google
Calendar scheduling integration
N
Masked candidate screening Y Up to two (2) segment(s) and associated segmented security
group(s)
Offer letter template(s) Y One (1) (up to four (4) conditional text blocks per letter)
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Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Employment agreement template(s) N
Recruiting agencies N
Additional custom notifications Y Up to five (5)
Additional (non-application)
questionnaires
Y Up to two (2)
Candidate document templates Y Up to two (2)
Messaging Y
Custom security groups Y Up to three (3) (up to one (1) intersection security group)
Modifiable business processes Y 1. Job application (one (1) dynamic workflow) – maximum of one (1)
label override per stage

2. Job requisition

3. Offer

4. One (1) additional configurable
business processes
Learning Management Extended enterprise enablement N
Standalone lesson enablement Y
Course enablement Y Up to four (4) total equivalency rules, up to two (2) total expiration rules, up
to two (2) content highlight rules
Course/program costing/pricing N
Media interaction(s) Y Up to two (2)
Course offering enablement Y
Programs enablement Y
Campaigns enablement Y Up to two (2) audiences with up to four (4) condition rules each
Workday content cloud
configuration
Y
Learning security segment(s) with
associated segment-based security
group(s)
Y Up to three (3)
Custom security groups Y Up to three (3) (up to one (1) intersection security group)
Resolution No. 2023-56
Exhibit "A"
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97 Item5.

Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Modifiable business processes Y 1. Enroll In content

2. Drop learning enrollment

3. Manage course

4. Up to one (1) additional
configurable business processes
Absence Management

Absence countries

Y One (1)
Accruals Y Up to six (6)
Time offs Y Up to eighteen (18)
Purchase or sale of time off (paid
time off, annual leave, vacation)

Y
Holiday calendars

Y Up to two (2)

Leave types with an entitlement

Y Up to five (5)
Leave of absence validations Y Up to five (5)
Leave types without an entitlement Y Up to ten (10)
Self-administration of leave of
absence
Y
Work schedule calendars with
eligibility rules
Y One (1)
Work schedule calendars without
eligibility rules
Y Up to ten (10)
Leave segment security groups Y Up to three (3)
Modifiable business processes Y Request time off
Correct time off
Request leave of absence
Request return from leave of absence
• Up to four (4) total process steps
• Up to four (4) notifications
Absence calendar
No steps or notifications
Time Tracking

Time tracking countries Y One (1)
Time entry codes Y Up to ten (10)
Time calculations Y Up to ten (10)
Time entry validations Y Up to five (5)
Time tracking templates Y Up to six (6)
Resolution No. 2023-56
Exhibit "A"
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98 Item5.

Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Configurable alerts, including
reports required to build necessary
alerts
Y Up to three (3)
Time tracking aligned period
schedules
Y Up to two (2)
Custom security groups Y Up to two (2) intersection security groups to support employee and
manager self-service
Modifiable business processes Y Enter time
a. Up to four (4) total process steps
b. Up to four (4) notifications
Reported time batch event
a. Up to one (1) total process step
Up to two (2) notifications
Payroll Pay groups Y Up to two (2)
Earning codes Y Up to seventy-five (75) pay
components
Deduction codes Y Up to fifty (50) pay components
Federal Identification Numbers
(FEIN)
Y Up to two (2)
States/provinces Y Up to one (1)
Local tax authorities Y Will configure all necessary locals to comply with state requirements
Pay frequencies Y Up to two (2)
Payroll period schedules Y Up to two (2)
Configure payroll calculation rules Y
Configure Workday on-cycle and on-
demand paycheck template
Y Up to one (1) each
Configure payment elections Y Up to one (1) payment election rule Garnishments Y
Bank depository and source bank
accounts
Y Up to two (2)
Configure pay slips Y Up to one (1)
Establish payroll accounting to
generate and review payroll
accounting data
Y
Establish comparison rules and
audit components
Y
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Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Settlement rules Y
Third-party payroll provider
provides tax, garnishment, check,
and deposit advices
Y
Configure retroactive payroll
processing
Y
Configure FLSA calculations – using
delivered Workday functionality
Y Standard forty (40) hour/week FLSA
processing in Scope

Custom security groups Y One (1) (can be an intersection security group)
Modifiable business processes Y Up to five (5) configurable business processes
Custom payroll calculations (value
compare, instance set, conditional,
etc.) as needed to support CSLLC
best practice configuration
Y
Payroll standard dashboards:
• Year end
• Payroll compliance
• Payroll command center
Y
Worker costing allocations Y Single dimension
Core Financial
Management, Accounting
and Finance
One (1) currency (USD) Y
• Companies (legal entities)

• Cost centers

• Custom organizations
Y

Y
Up to five (5) companies organized in
up to three (3) company hierarchies
Cost centers organized in up to two (2)
independent hierarchy structures with
up to four (4) hierarchy levels each
Up to one (1) custom organization if
needed with a hierarchy structure
Locations Y Up to two hundred (200) business
asset and ship-to locations and up to
three hundred (300) inventory
locations organized in a hierarchy
structure with up to four (4) levels of
hierarchy
Custom security groups Y Up to two (2)
Financial Accounting FDM design and utilizing Workday
worktags for analytics
Y
Account sets (parent-child
relationship)
Y One (1) parent-child account set
configuration
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Exhibit "A"
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Item5.

Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Ledger account summaries Y One (1) ledger account summary structure with up to five (5) levels
Configure standard/delivered
account posting rules
• Including spend and
revenue categories and
account posting rules for
operational transactions
Y

One (1) posting rule set
Categories Y Revenue categories with one (1)
hierarchy structure containing up to
four (4) levels
Spend categories with one (1)
hierarchy structure containing up to
four (4) levels
Custom worktags Y One (1)
Custom reports to support financial
reporting for Generally Accepted
Accounting Principles (GAAP) and
regulatory reporting requirements,
Workday financial statements for
external reporting, and internal
management reports
Y See table in Appendix B for a list of
reports
Allocations Y Up to ten (10)
Fiscal schedule (fiscal year) Y
Fiscal summary schedule(s) Y
Custom validation(s) Y Up to one hundred (100) custom
validations
Banking and Settlement Financial institutions Y Up to two (2) financial institutions Configure check printing
modifications and electronic bank
integrations (type of electronic
payments, wire payments and
positive pay, unique by company)
Y Check printing configured for one (1)
financial institution
Cash position N
Bank reconciliation automation and
integrations
Y All operational bank accounts at one
(1) financial institution
Supplier settlement via check or
electronic payments
Y Electronic payment automation and
integrations configured for one (1)
financial institution
Budgets Structures (financial, award, project) Y Parent-child structure set up for the financial plan
Position budget structure N
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Exhibit "A"
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Item5.

Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Ledgers for encumbrances Y
Budget checking for operational,
grants, and project budgets
Y
Payroll commitment accounting N
Supplier Accounts Suppliers including payment terms,
attributes for payments and 1099
reporting
Y
Active header level purchasing
contracts
Y
Supplier categories and groups Y
Check or electronic payments for
supplier settlement(s)
Y
Tax books, excluding actuals N
Custom security groups N
Business Assets Depreciation profiles Y
Asset books Y
Procurement Punchouts Y One (1) supplier
Purchase order layout Y Workday delivered purchase order layout
Receiving and matching Y
Supplier portal functionality Y
Request for Quotation (“RFQ”)
processes
Y
Expenses Worker expense preferences Y
Expense policy security groups Y Up to five (5) expense policy security groups
Expense items Y Configuration of up to one hundred
(100) expense Items
Expense item groups Y
Business purposes Y
Expense payment election rules Y
Custom security groups N
Customer Accounts Customer attributes for billing and
collection through aging reports and
collection disputes
Y
Invoice layout(s) Y Up to one (1) custom customer Invoice layout
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Exhibit "A"
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Item5.

Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Statement layout(s) Y Up to one (1)
Custom security groups N
Project and Work
Management
Projects of medium complexity
including:
• Project phases
• Project tasks
• Project worker roles/talent
pools
• Project groups
• Basic projects
Y
Y
Y
Y
Y
Y

Delivered Workday capital project
functionality
Y
Delivered Workday billable project
functionality
N
Project hierarchies Y One (1) primary and one (1) optional project hierarchy structure with up to
four (4) levels in each
Project templates (project, project
plan, or a combination thereof)
Y
Custom security groups N
Grants Management Grants: hierarchies, security,
business processes, and Award Cost
Processing (ACP)
Y Up to five hundred (500) active grants
organized into one (1) hierarchy
structure with up to four (4) levels
Awards Y
Sponsors Y
Award proposals Y
Custom security groups N
People Experience Workday assistant Y
Natural workspaces Y
Case management case type(s) Y Up to ten (10) (one (1) eligibility rule each)
Case management service
categories
Y Up to five (5)
Case management service team(s) Y Up to ten (10) (one (1) service level agreement and one (1) routing rule
each)
Knowledge base audience(s) Y One (1) knowledge base category each Journey builder(s) Y Up to three (3)
Journey custom card(s) Y One (1)
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Item5.

Function Functionality Scope In Scope
(Y/N)
Quantity to Configure
Custom security group(s) N
Mobile Solutions Configure mobile-specific tenant
settings
Y
Security to allow mobile access Y
Access for iPhone, iPad, and
Android
Y
Employee Self-Service Employee self-service for all
Workday functionality specified
above
Y
Manager Self-Service Manager self-service for all
Workday functionality specified
above
Y

Adaptive Planning
Function Functionality Scope In Scope
(Y/N)
General: Ability to create annual plan Y
Ability to reforecast monthly
One (1) chart of accounts structure across organization One (1) fiscal calendar across organization
One (1) currency for planning
Planning Models: Revenue Planning:
• Driver-based revenue model to support multiple revenue streams • Up to five (5) supporting schedules to build bottom-up revenue plan which will allow for direct data entry at revenue account and funding source
• Total calculations not to exceed twenty (20)
Y
Cost of Labor:
• Up to five (5) employee types planned down to the individual employee/position
• Salary and hourly assumptions, as well as merit increases • Ability to forecast salary increase based on step and grade • Merit increases to be evaluated against maximum pay scale for the grade • Allocations based on the funds and organization (company and/or department)
• Fringe benefits and tax rates
• Calculate total cost burden by employee/position
• Total calculations not to exceed twenty (20)
Y
Expense Planning:
• Up to one (1) expense model to capture non-personnel related expenses Y
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Item5.

Adaptive Planning
• Up to five (5) supporting schedules to build bottom-up expense plan • Total calculations not to exceed twenty (20)
Capital Planning:
• Capital sheet will allow to plan for long term capital improvement projects by funding source
Y
Fixed Assets:
• Capital sheet will allow managers to plan for new assets and straight -line depreciation will be calculated based on in service date and useful life • Forecasted depreciation expense for existing assets will be imported from Workday
Y
Allocations:
• Up to five (5) single step departmental allocations utilizing Workday Adaptive Planning’s native allocation engine
Y
Reporting: Maximum of five (5) Adaptive Hypertext Markup Language (HTML) reports Y End-to-End process KT sessions will be conducted during the Deploy stage to train the trainer along with Client specific process documentation Provide template for testing scenarios and training material Knowledge
Transfer/Training
Adaptive Insight’s implementation methodology involves KT and testing during and after every model

Y
End-to-End process KT sessions will be conducted during the Deploy stage to train the trainer along with Client specific process documentation Provide template for testing scenarios and training material Out-of-Scope: Balance sheet and cash flow forecasting N Third-party integrations N

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Item5.

Appendix E – Data Conversion
In Scope person population(s) which are active at time of the Go-Live conversion extract will be included in the conversion process. Clients’ workers who were terminated in the current year based on the final extract date will be included in the data conversion to Workday to support rehires and reporting.

Finance-related History Conversion Assumptions:
• Suppliers active in the two (2) years prior to Go-Live • Customers active in the two (2) years prior to Go-Live

Function Scope
HCM
Active Employees • Up to one thousand (1,000) active Full-Service Equivalent (FSE) employees or contingent workers including current associated personal data and current job record • Current data records and job details for all active employees using their current data record
• Compensation – current compensation information only
• Job and compensation history - unlimited "History from Previous System" • Attachment of third-party documents is out-of-Scope
• No transactional history
Terminated Employees • Terminated workers who received payment in 2024 (using worker object) • Terminated workers will be converted to a Workday organization specified for terminated workers rather than the historical organization structure. • Only a terminated worker’s data at time of termination (i.e., last data record) • Up to five hundred (500) retirees within one (1) benefit group • No history loaded
Benefits • Current benefit elections
• Medical history for current year for ACA reporting
• ACA worker hours and wages
• Dependents and beneficiaries
• Benefit annual rates
• Worker wellness and tobacco usage
Absence Management • Time off balance conversion included • Active leaves for the previous twelve (12) months (balance as of Go-Live date, not daily balance conversion)
• Time off event conversions excluded
Time Tracking • Excluded from the Scope for Go-Live
Recruiting • Up to one hundred (100) open job requisitions and corresponding open positions • Prospect conversion excluded
• Open positions not associated with job requisitions excluded • Active candidate data conversion excluded
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Item5.

Function Scope
Performance &
Development
• No transactional history
• No prior performance reviews
• One (1) year of overall rating history for performance review if advanced compensation is in Scope. Note that this includes simplified templates with only the rating value (not entire performance review)
• No goal history
Succession Planning • Excluded from Scope
Payroll • Current YTD wages and payroll tax data, including taxable wages and subject wages for federal, state, and local taxes reconciled to tax returns to be loaded by quarter, up to two (2) total history conversion loads
• Withholding orders are excluded (active orders to be manually entered by Client) • Tax elections
• Worker payment elections
• Single dimension costing allocation
• Ongoing payroll input will be loaded by Client via EIB/integration Learning • Up to forty (40) instructor assignments
• Up to twenty (20) standalone lessons
• Courses: Up to fifty (50) active digital and/or blended courses with up to five (5) lessons each
• Course offerings: Up to twenty (20) with up to five (5) components each (referencing existing or in Scope blended courses)
• Programs: Up to five (5) programs with up to five (5) components each (referencing existing or in Scope lessons or courses)
• Campaigns: Up to five (5) campaigns with up to five (5) components each (referencing existing or in Scope lessons, courses, or programs) and up to two (2) reminders each • Historical records: excluded
• Historical courses: excluded
• External instructors and learners: excluded
Financial Management
Financial
Accounting

• Single summarized journal for each company per period with a maximum of one (1) year plus current YTD - prior year ending balance
• Company base currency only
• Transactional/detailed journals are out-of-Scope and will not be included Banking & Settlements • Beginning balance
• Unreconciled open items
Budgets • One (1) prior year and current year budget data Customer Accounts • Customers with activity within two (2) years prior to Go-Live • Open account receivables items
Customer Contracts • The remaining balance of two hundred fifty (250) active customer contracts and open fixed fee customer contract line types
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Item5.

Function Scope
Supplier Accounts • Up to ten thousand (10,000) suppliers active in the past two (2) years • Supplier invoice history in current calendar year for 1099 reporting • Open supplier invoices are out-of-Scope
Procurement

• Open approved purchase orders at time of Go-Live
• Open supplier contracts at time of Go-Live
• Receipts for open approved purchases orders at time of Go-Live • Open requisition conversion is out-of-Scope
• Open RFQs are out-of-Scope
Business Assets • Up to two thousand (2,000) active capitalized assets, reconciled to balance sheet (non- Work in Progress (WIP) related assets only)
• Up to two thousand (2,000) tracked expensed assets (no cost) Expenses • Worker payment elections for expense payments Projects • Up to five hundred (500) projects active at the time of or one (1) year prior to Go-Live with attributes
Adaptive Planning
(Workday Data
Management)
• Import GL trial balance from Workday (up to one (1) year historical) • Import metadata from Workday (up to ten (10) dimensions) • Import personnel roster from Workday for existing and open positions • Configure user-sync with Workday

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Item5.

STAFF REPORT

May 10, 2023
File Number 0600-10; A-3452-a; A-43452-b; and 0470-65

SUBJECT
TERMINATING THE GROU ND LEASE BETWEEN THE CITY OF ESCONDIDO A ND TRANSFORMCO ;

ENTERING INTO A GROUND LEASE BETWEE N THE CITY OF ESCOND IDO AND COSTCO WHOLE SALE CORPORATION; AND DECLARATION OF EXEMPT SURPLUS PROPERTY

DEPARTMENT
City Manager’s Office

RECOMMENDATION
Request the City Council adopt Resolution No. 2023 -47 authorizing the Mayor and other Authorized Officers to execute two documents:

1. An agreement terminating the existing Ground Lease between the City of Escondido and Transform Operating Stores (“ Transformco”) for the former Sears site at 210 East Via Rancho Parkway (herein referred to as the “Sears Site”) at the North County Mall Property in Escondido; and

2. A Ground Lease between the City of Escondido and Costco Wholesale Corporation (“Costco”) for the same site.

Request that the City Council further declare the subject property as Exempt Surplus Property pursuant to Government Code section 54221(f)(1)(G).

Staff Recommendation: Approval ( City Manager’s Office : Christopher W. McKinney , , Deputy City Manager / Director of Utilities)
Presenter: Christopher W. McKinney, Deputy City Manager / Director of Utilities

PREVIOUS ACTION
On June 27, 2022, the City Council adopted Resolution No. 2022-94 to:

1. Authorize extension of the (then) Westfield / North County Shopping Center Ground Lease for a period of twenty-four years from the current expiration date of June 30, 2053 to June 20, 2077;

2. Authorize a new Ground Lease with a term of twenty years, with seven five-year options, between the City and Costco, and

3. Declare the leasehold interests as Exempt Surplus Land pursuant to Government Code section 54221(f)(1)(G).

FISCAL ANALYSIS
The proposed transfer of the Transformco Ground Lease at the Sears Site was contemplated when the City Council approved the Ground Lease extension and the new Costco Ground Lease at the Sears Site in 109
Item6.

June 2022. The anticipated fiscal benefits and lessee commitments to the City have not changed since that time. If the entitlements to the project are approved, t he specific commitments by Costco include approximately $35,000,000 in capital investments at the Sears Site. Fixed rent payments are required by the lease terms, and if the project entitlements are approved, projected annual sales tax revenue for the City in the first year of stabilized operation by Costco is anticipated to be approximately $1,500,000. The business is projected to produce 314 total jobs.

BACKGROUND

Costco desires to construct and operate a wholesale warehouse store at the Sears Site at 210 East Via Rancho Parkway, as describe d to the City Council at its meeting on June 27, 202 2. The Sears Site is presently leased from the City by Transformco, who assumed the Ground Lease from Sears when the store closed in 2019.

Currently, the City has multiple ground leases related to the North County Mall Property. The map below shows approximate parcel boundaries at the mall p roperty. For reference, these parcels have been numbered 1 through 8. The Ground Leases under consideration here, both the one to be terminated and the proposed new lease, cover Parcel 1. The City owns all parcels with the exception of Parcel 6.

North County Shopping Mall Parcel Map
Parcel numbers correspond to those used in this report. Red parcels denote ground leases with anchor stores. Blue parcels denote ground leases with Westfield. Parcel boundaries are approximate.

110
Item6.

The City’s Ground Lease for Parcel 1 with Transformco, as successor-in-interest to Sears, Roebuck and Co. (“Sears”) was executed in 1986. This lease was amended and renewed by an Assignment and Assumption of Lease dated May 13, 2019, between Transformco and Sears.

The City was advised that Transformco agreed in 2022 to enter into an Assignment and Assumption Agreement with Costco for Transformco’s interests in the Sears Site . The City was not a direct party to those negotiations. As a result, staff recommended, and the City Council adopted, Resolution No. 2022- 94 to, in part, amend the existing ground lease to substitute Costco for references to Sears, Roebuck & Co and/or Transformco and update certain other provisions relative to Costco’s obligations under a lease with the City.

Costco and Transformco thereafter entered into prolonged negotiations as to the terms of an Assignment and Assumption Agreement and the City is now advised that those negotiations have been finalized. The result of those negotiations is a somewhat different transactional model than the agreements envisioned in 2022 whereby now, the Transformco ground lease with the City will be terminated and the City will enter into a new ground lease with Costco. However, while the transaction documents are slightly different, the terms of the Costco lease remain the same as previously approved by the City Council with slight exceptions noted below.

The proposed Costco Ground Lease has the same term of 20 years, with Costco having 7 successive options to extend the term for additional periods of five years each, bringing the total term to a period not to exceed 55 years. Although the Mayor was authorized in June 2022 to execute a First Amended Ground Lease with Costco, the lease approved at that time was never execute d because (1) the negotiations between Transformco and Costco were not finalized; and (2) the Construction, Operation and Reciprocal Easement Agreement (“REA”) among the City and leaseholders at the North County Mall Property had not yet been negotiated. Negotiations to amend the REA are nearing completion and will come before the City Council for consideration.

The new Costco Ground Lease under consideration here is substantially similar to the agreement approved by the City Council in June 2022. The proposed agreement has been changed to clarify that all references to the REA will include the planned Second Am endment to the REA when it is complete.

Language was also added to clarify that Rights of First Refusal granted in the original lease agreement are subject to the California Surplus Land Act (Government Code sections 54220 -54234) and future amendments of that Act.

There are several other important terms in the proposed Costco Lease. The minimum base rent is $100,000 annually beginning in the first year of operation. No rent will be charged by the City for a period of up to 36 months from Costco’s obtaining the necessary development entitlements to account for the predevelopment and construction period. Additionally, Costco (or its sub-tenants) will be responsible for environmental remediation related to the proposed gas station, as required, when the use of the space is changed or on expiration of the lease. Th e City will be entitled to 1.25% of the gross proceeds from the sale of Costco’s interest in the property, as long as that sale is at least half of Costco’s interest. 111 Item6.

Transformco is current on its lease payments to the City and the property is in good condition, so there are no barriers to terminating the Transformco lease to make way for the new Costco lease.

Importantly, the actions proposed and recommended herein have no effect on, and provides no right to, the City’s Planning Commission’s or the City Council’s decisions in their future review of any entitlements package, including permits, authorizations and approvals, environmental review, or other discretionary actions to consider the construction of any improvements at the Sears Site or in the North County Mall Property. Resolution No. 2023-47 includes specific language and findings related to the City’s obligation as a governing body reviewing entitlements, including environmental review, to not pre-approve any such applications and the City reserves the right, is legally obligated to, and will in fact undertake an independent, vigorous and fully lawful examination of any development project for this location.

As the case in June 2022, staff analysis has also found that all parcels of the North County Mall Property, including are the Sears Site on Parcel 1, are Exempt Surplus Land pursuant to Government Code section 54221(f)(1)(G). Proposition A, passed by Es condido voters on June 5, 1979, restricts use of the North County Mall Property for “the planned development of a retail center,” thus proh ibiting its use for housing. Here, the proposed Costco lease is consistent with the underlying land use restriction for this property.

Staff recom mends adoption of Resolution 2023 -47 authorizing the Mayor and such other Authorized Offices, subject to final negotiation and approval as to form by the City Attorney, the following documents:

A. Exhibit “A” – Termination of Lease
B. Exhibit “B” - Ground Lease by and between the City of Escondido, Lessor, and Costco Wholesale Corporation, Lessee
Staff further recommends that the City Council, based on the record before it, declare the Sears Site as Exempt Surplus Property pursuant to Government Code section 54221(f)(1)(G).

RESOLUTIONS
A. Resolution 2023-47
B. Resolution No. 2023-47 Exhibit “A” Termination of Lease C. Resolution No. 2023 -47 Exhibit “B” Ground Lease by and between the City of Escondido, Lessor, and Costco Wholesale Corporation, Lessee
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Item6.

RESOLUTION NO. 2023-47

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

ESCONDIDO, CALIFORNIA, AUTHORIZING THE MAYOR

AND AUTHORIZED OFFICERS TO EXECUTE , ON BEHALF

OF THE CITY , A TERMINATION OF THE GROUND LEASE

BETWEEEN THE CITY AND TRANSFORM OPERATING

STORES LLC AND TO EXECUTE, ON BEHALF OF THE CITY,

A GROUND LEASE BETWEEN THE CITY AND COSTCO

WHOLESALE CORPORATION, AND DECLARING THE

SUBJECT PROPERTY AS EXEMPT SURPLUS PROPERTY

WHEREAS, this Resolution is being adopted for the purpose of authorizing the Mayor , the City Manager, a Deputy City Manager and/or the Real Property Manager and others as permitted by law (“Authorized Officers”) to execute such documents as may be required to terminate a ground lease between the City of Escondido (“City”) and Transform Operating Stores LLC (“Transformco”), a Delaware limited liability company, at the former Sears site at 210 East Via Rancho Parkway; and WHEREAS, this Resolution is being adopted for the purpose of authorizing the Authorized Officers and each of them , on behalf of the City, to execute such documents as may be required to enter into a new lease at the same location with Costco Wholesale Corporation, a Washington corporation (“Costco”); and
WHEREAS, t he City Council has considered the proposal, the staff report, attachments and exhibits to the Staff Report and any public comment; and WHEREAS, there currently exists a ground lease between the City and Transformco as successor- in-interest to Sears, Roebuck and Co. (“Sears”) dated November 26, 1986, by and between City and Sears, and as amended and renewed thereafter and as affected by that certain Assignment and Assumption of Lease dated May 13, 2019 between Transformco and Sears (“Transformco Lease”); and

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Item6.

WHEREAS, Transformco has agreed to enter into a Termination of Lease Agreement (“Termination Agreement”) with the City whereby Transformco agrees to terminate the Transformco Lease and surrender the premises to the City and City agrees to accept and recover possession of the premises thereby terminating all obligations between them; and WHEREAS, City has negotiated the terms of a Ground Lease with Costco (“Costco Lease”) for the use of the former Sears site at 210 East Via Rancho Parkway for a period of twenty (20) years and thereafter, Costco shall have seven (7) successive options to extend the term of that Costco Lease for additional periods of five years each, and cumulatively not more than fifty-five (55) years; and WHEREAS, the City Council hereby finds and determines that the Costco Lease authorized by this Resolution is justified for the purpose of attracting the necessary capital investments required to achieve the public’s best interests and promote a successful regional asset, as it also did via Resolution No. 2022- 94 on June 27, 2022; and
WHEREAS, the City Council hereby further finds and determines that the Costco Lease for the terms specified will provide certainty to the tenant, thus enabling and encouraging additional investment in the North County Mall Property which will pro duce increased sales tax revenues for the City, which funds can be used for the benefit of the residents of the City; and WHEREAS, the City Council hereby further finds and determines that the specific legislative action related to leases of City property taken by this Resolution involves only the approval of a ground lease with a new entity, Costco, for a period of not more than fifty-five (55) years and, as a result, no further notices, hearings or competitive bidding are required under State law or the Escondido Municipal Code; and
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WHEREAS, the lease provided for herein require the lessee to make application for all required permits, approvals, and authorizations (“Project Approvals”) from various government and permitting agencies including without limitation, environmental approvals pursuant to applicable law, and no action taken herein shall be deemed to constitute , and does not in fact constitute , any approval, agreement, obligation, permission, promise, warranty or representation that any such Project Approvals will be forthcoming by the City Council or City’s Planning Commission and, the City Council and City’s Planning Commission shall have the sole, complete, absolute and unqualified right to approve, reject in whole or in part, or modify any Project Approvals applications before the reviewing bodies as required by applicable law, and will in fact provide such independent review, and lessee further agrees that no Project Approvals are deemed to be issued or obtained, and no rights to the leases herein shall be enjoyed, until the period of time for any interested party to contest or appeal any such issuance has passed after the issuance of a final and nonappealable order, decision or judgment confirming the issuance of relevant and required Project Approvals; and
WHEREAS, the City Council hereby further finds and determines that the subject property of the Costco Lease is Exempt Surplus Land pursuant to Government Code section 54221(f)(1)(G) and Proposition A passed by the voters on June 5, 1979, approving and requiring this entire North County Mall Property, of which the Costco l easehold is a part, to be used for “the planned development of a retail center” and thereby constituting a valid legal restriction not imposed by the City making housing prohibited.

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

1. That the above recitations are true.
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2. That the Mayor and all Authorized Officers are hereby authorized to execute, subject to final negotiation and approval as to form by the City Attorney, certain documents and others as may b e required to implement the intent of this City Council action, including the forms of which are attached to this Resolution as Exhibits “A” and “B”, and as identified as follows:

Exhibit “A” – Transformco Termination Agreement
Exhibit “B” – A Ground Lease between the City of Escondido and Costco Wholesale Corporation

3. That no actions, permissions, approvals or rights are issued or granted to Costco for the construction of any improvements un less and un til Costco has been issued or obtained all Project Approvals as described herein and referred to in the attached Exhibits and no approvals are deemed given and no rights to the leases herein shall be enjoyed, until the period of time for any interested party to contest or appeal any s uch issuance has passed after the issuance of a final and nonappealable order, decision or judgment confirming the issuance of relevant and required Project Approvals.

4. That the subject property of the Costco Lease is Exempt Surplus Land pursuant to Government Code section 54221(f)(1)(G).
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