Escondido City Council
October 15, 2025

CITY of ESCONDIDO
Council Meeting Agenda
WEDNESDAY, OCTOBER 15, 2025
4:00 PM - Closed Session (Cancelled)
5:00 PM - Regular Session
Escondido City Council Chambers, 201 North Broadway, Escondido, CA 92025

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

MAYOR
Dane White

DEPUTY MAYOR
Consuelo Martinez (District 1)

COUNCILMEMBERS
Joe Garcia (District 2)
Christian Garcia (District 3)
Judy Fitzgerald (District 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.gov 1 Wednesday, October 15, 2025

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 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, October 15, 2025

CANCELLED

CLOSED SESSION
4:00 PM

CALL TO ORDER

1. Roll Call: Fitzgerald, C. Garcia, J. Garcia, Martinez, 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
I. CONFERENCE WITH LABOR NEGOTIATORS (Government Code § 54957.6) a. Agency Representative: Sean McGlynn, City Manager, or designee Employee Organization: Firefighters’ Association Safety and Non-Safety Bargaining Unit

ADJOURNMENT
3 Wednesday, October 15, 2025

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 d oes 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: Fitzgerald, C. Garcia, J. Garcia, Martinez, White

PROCLAMATIONS
Fire Prevention Awareness Week
Manufacturing Month 2025
National Code Enforcement Month

PRESENTATION
Certificate of Recognition for Pastor Agner Medrano

CLOSED SESSION REPORT

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.
4 Wednesday, October 15, 2025

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.

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

2. APPROVAL OF WARRANT REGISTER
Request the City Council approve the City Council and Housing Successor Agency warrants issued between September 22, 2025 to October 05, 2025.

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

3. APPROVAL OF MINUTES: Regular meeting of October 1, 2025

4. WAIVER OF READING OF ORDINANCES AND RESOLUTIONS

5. AWARD OF CONTRACT FOR CONSTRUCTION OF PICKLEBALL COURTS AT MOUNTAIN VIEW PARK Request the City Council adopt Resolution No. 2025-125 awarding a construction contract to Palm Engineering Construction Company, Inc. and authorizing the Mayor, on behalf of the City, to execute a Public Improvement Agreement in the amount of $983,905.50 for construction of Pickleball Courts at Mountain View Park (“Project”).

Staff Recommendation: Approval (Development Services Department: Christopher McKinney, Deputy City Manager/Interim Director of Development Services, and Jonathan Schauble, City Engineer) Presenters: Jason Christman, Engineering Manager and Matt Souttere, Principal Engineer a) Resolution No. 2025-125

5 Wednesday, October 15, 2025

6. AUTHORIZE A SUBRECIPIENT AGREEMENT WITH ESCONDIDO EDUCATION COMPACT TO PROVIDE A

RENTAL, MORTGAGE, & UTILITY ASSISTANCE PROGRAM TO LOW- AND MODERATE- INCOME RESIDENTS IN ESCONDIDO USING $1,660,000 IN COMMUNITY DEVELOPMENT BLOCK GRANT CARES ACT FUNDS (“CDBG-CV”)
Request the City Council adopt Resolution No. 2025-128 authorizing the Mayor, on behalf of the City, to execute a subrecipient agreement with Escondido Education COMPACT (“COMPACT”), in the amount of $1,660,000 in Community Development Block Grant CARES Act funding, for rental, mortgage, and utility assistance program.

Staff Recommendation: Approval (Development Services Department: Christopher McKinney, Deputy City Manager/Interim Director of Development Services)
Presenter: Danielle Lopez, Housing & Neighborhood Services Manager a) Resolution No. 2025-128

7. YEAR 2026 HOLIDAYS
Request the City Council adopt Resolution No. 2025-114 to designate the dates that the City offices will be closed in the year 2026 for holiday observances.

Staff Recommendation: Approval (Human Resources Department: Jessica Perpetua, Director of Human Resources)
Presenter: Jessica Perpetua, Director of Human Resources a) Resolution No. 2025-114

8. HEALTH INSURANCE WAIVER REBATE
Request the City Council adopt Resolution No. 2025-132, approving an increase of the Health Insurance Waiver Rebate amount.

Staff Recommendation: Approval (Human Resources Department: Jessica Perpetua, Director of Human Resources)
Presenter: Daniel Alvarado, Human Resources Manager
a) Resolution No. 2025-132

6 Wednesday, October 15, 2025

9. AUTHORIZE CONTRACTS TO ACQUIRE AND UTILIZE SOFTWARE AND SERVICING FOR CITYWORKS Request the City Council adopt Resolution No. 2025-115 authorizing the Mayor, on behalf of the City, to execute an agreement with Azteca Systems, LLC, a Trimble Company, for purchase of the Cityworks software, including licensing and software support.

Staff Recommendation: Approval (Information Systems Department: Robert Van De Hey, Chief Information Officer)
Presenter: Robert Van De Hey, Chief Information Officer a) Resolution No. 2025-115

10. CONTINUING THE EMERGENCY REPAIR OF THE ESCONDIDO TRUNK SEWER MAIN Request the City Council adopt Resolution No. 2025-127, declaring that pursuant to the terms of Section 22050 of the California Public Contract Code, the City Council finds there is a need to continue the emergency repair of the Escondido Trunk Sewer Main.

Staff Recommendation: Approval (Utilities Department: Kyle Morgan, Interim Director of Utilities) Presenter: Kyle Morgan, Interim Director of Utilities
a) Resolution No. 2025-127

11. PURCHASE NINETEEN (19) FORD POLICE INTERCEPTOR UTILITY VEHICLES Request the City Council adopt Resolution No. 2025-129 authorizing the Fleet Services Division of the Public Works Department to purchase nineteen (19) Ford Police Interceptor Utility Vehicles in the amount of $1,097,084.39 by utilizing a cooperative purchase agreement through the City of Sacramento, Contract No. B24153311011, and approving the disposal of the surplus vehicles via auction.

Staff Recommendation: Approval (Public Works Department: Joseph Goulart, Director of Public Works) Presenter: Jeramiah Jennings, Fleet Maintenance Manager a) Resolution No. 2025-129

7 Wednesday, October 15, 2025

CONSENT RESOLUTIONS AND ORDINANCES (COUNCIL/RRB)
The following Resolutions and Ordinances were heard and acted 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.)

12. AN INTERIM ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ESCONDIDO, CALIFORNIA, EXTENDING URGENCY ORDINANCE 2024-12R PROHIBITING NEW COMMERCIAL BATTERY ENERGY STORAGE

SYSTEMS WITHIN THE CITY OF ESCONDIDO, ADOPTED AS AN URGENCY MEASURE, AND FINDING THE

ACTION TO BE EXEMPT FROM CEQA
Approved on October 1, 2025 with a vote count of 4/1 (C. Garcia - No). a) Ordinance No. 2025-06R (Second Reading and Adoption)

CURRENT BUSINESS

13. HOME INVESTMENT PARTNERSHIP PROGRAM UPDATE
Request the City Council receive this update on the HOME Investment Partnership Program (“HOME”) and affirm current priorities or provide guidance on program changes.

Staff Recommendation: Provide Direction (Development Services Department: Christopher McKinney, Deputy City Manager/Interim Director of Development Services) Presenters: Danielle Lopez, Housing & Neighborhood Services; Norma Olquin, Management Analyst

14. PL25-0282 – STAFF PRESENTATION ON ASSEMBLY BILL (AB) 130 AND SENATE BILL (SB) 131 Request the City Council receive a presentation on Assembly Bill (AB) 130 and Senate Bill (SB) 131 presentation. No action is required at this time except to provide direction to staff as appropriate.

Staff Recommendation: Receive and File (Development Services Department: Christopher W. McKinney, Deputy City Manager/Interim Director of Development Services) Presenter: Sally Schifman, Principal Planner

15. ADOPTION OF THE UPDATED 2025 COMMUNITY WILDFIRE PREVENTION PLAN (CWPP) Request the City Council adopt Resolution No. 2025-112 adopting the 2025 Community Wildfire Protection Plan.

Staff Recommendation: Approval (Fire Department: John Tenger, Fire Chief) Presenter: Tyler Batson, Deputy Fire Chief
a) Resolution No. 2025-112
8 Wednesday, October 15, 2025

16. FISCAL YEAR 2024/25 FINANCIAL STATUS REPORT AND BUDGET ADJUSTMENT REQUEST Request the City Council receive and file the financial report for Fiscal Year 2024/25 and adopt Budget Adjustments to amend the Fiscal Year 2025/26 operating budget.

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

FUTURE AGENDA

17. 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 REPORT
The most current information from the City Manager regarding Economic Development, Capital Improvement Projects, Public Safety, and Community Development.

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

ADJOURNMENT

UPCOMING MEETING SCHEDULE
Wednesday, October 22, 2025 4:00 & 5:00 PM Closed Session, Regular Meeting, Police & Fire Headquarters Wednesday, November 05, 2025 4:00 & 5:00 PM Closed Session, Regular Meeting, Police & Fire Headquarters

9 Wednesday, October 15, 2025

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.

10 Consent Item No. 1 October 15, 2025

A F F I D A V I T S

OF

I T E M

P O S T I N G – NONE

11 Item1.

STAFF REPORT

October 15, 2025
File Number 0400-40

SUBJECT

APPROVAL OF WARRANT REGISTER

DEPARTMENT
Finance

RECOMMENDATION
Approval for City Council and Housing Successor Agency warrants issued between September 22, 2025 to October 05, 2025
Staff Recommendation: Approval (Finance Department: Christina Holmes) ESSENTIAL SERVICE – Internal requirement per Municipal Code Section 10 COUNCIL PRIORITY –

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

Dates 09/22/2025 to 10/05/2025
Total $5,162,895.38
Number of Warrants 478

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. 12 Item2.

October 1, 2025 Escondido City Council Minutes Page 1 of 6

CLOSED SESSION
4:30 PM

CALL TO ORDER

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

ORAL COMMUNICATIONS
None

CLOSED SESSION

1. CONFERENCE WITH LEGAL COUNSEL – PENDING LITIGATION (Government Code § 54957.6) a. Beatz v. City of Escondido, et. al.

San Diego Superior Court Case No. 37-2023-00004381-CU-PA-CTL

ADJOURNMENT
Mayor White adjourned the meeting at 4:50 p.m.

______________________________ _______________________________

MAYOR CITY CLERK

13 Item3.

October 1, 2025 Escondido City Council Minutes Page 2 of 6

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: Fitzgerald, C. Garcia, J. Garcia, Martinez, White

CLOSED SESSION REPORT

ORAL COMMUNICATIONS
Stephen Wheeler – Requested the City Council file a report of the responses from the San Diego County Congressional Delegation Immigration Letter and that the City Council follow the City of Vista and City of Encinitas models in response to Immigration and Customs Enforcement. Requested the City Council do homework on Cannabis before proceeding on that item.

Ken Machan – Expressed concern regarding a failed septic system at his property and the lack of responsiveness from the developer of the project.

CONSENT CALENDAR
Motion: Fitzgerald; Second: J. Garcia; Approved: 5-0

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 warrants issued between September 08, 2025 to September 21, 2025. 14 Item3.

October 1, 2025 Escondido City Council Minutes Page 3 of 6

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

3. APPROVAL OF MINUTES: Regular meeting of September 17, 2025

4. WAIVER OF READING OF ORDINANCES AND RESOLUTIONS

5. ALLOCATION OF LIBRARY TRUST FUNDS
Request the City Council adopt Resolution No. 2025-124 allocating $251,274.99 in Library Trust Funds for use toward the unfunded items as a part of the Library Infrastructure Project. (File Number 1115-30)
Staff Recommendation: Approval (Community Services Department: Joseph Goulart, Director of Public Works)
Presenter: Robert Rhoades, Assistant Director of Community Services a) Resolution No. 2025-124

6. CONSULTING SERVICES AGREEMENT WITH GLENN A. RICK ENGINEERING AND DEVELOPMENT CO.

Request the City Council adopt Resolution No. 2025-118 authorizing the Mayor to execute a Consulting Services Agreement with Glenn A. Rick Engineering and Development Co. for On- Call Development Services. (File Number 0600-10; A-3567) Staff Recommendation: Approval (Development Services Department: Christopher A.

McKinney, Deputy City Manager/Interim Director of Development Services) Presenter: Megan Crooks, Management Analyst II
a) Resolution No. 2025-118

7. A CONSULTING SERVICES AGREEMENT WITH JONES LANG LASALLE AMERICAS, INC. FOR REAL

PROPERTY CONSULTING SERVICES
Request the City Council adopt Resolution No. 2025-119 authorizing the Mayor to execute, on behalf of the City, a Consulting Services Agreement with Jones Lang LaSalle Americas, Inc. for Real Property Consulting Services. (File Number 0600-10; A-3568) Staff Recommendation: Approval (Economic Development Department: Jennifer Schoeneck, Director of Economic Development)
Presenter: Francisco Vargas, Management Analyst – Real Property a) Resolution No. 2025-119
15 Item3.

October 1, 2025 Escondido City Council Minutes Page 4 of 6

8. FISCAL YEAR 2025-26 STATE OF CALIFORNIA OFFICE OF TRAFFIC SAFETY SELECTIVE TRAFFIC

ENFORCEMENT PROGRAM (STEP) GRANT AND BUDGET ADJUSTMENT
Request the City Council adopt Resolution No. 2025-120 (1) authorizing the Escondido Police Department to accept a Fiscal Year 2025-26 California Office of Traffic Safety (“OTS”) Selective Traffic Enforcement Program (“STEP”) Grant in the amount of $462,000; (2) authorizing the Chief of Police or his designee to execute grant documents on behalf of the City; and (3) approving budget adjustments needed to spend grant funds. (File Number 0480-70) Staff Recommendation: Approval (Police Department: Ken Plunkett, Chief of Police) Presenter: Ken Plunkett, Chief of Police
a) Resolution No. 2025-120

9. FISCAL YEAR 2025-26 STATE OF CALIFORNIA OFFICE OF TRAFFIC SAFETY PEDESTRIAN AND

BICYCLE SAFETY PROGRAM GRANT AND BUDGET ADJUSTMENT
Request the City Council Adopt Resolution No. 2025-121 (1) authorizing the Escondido Police Department to accept a Fiscal Year 2025-26 California Office of Traffic Safety (“OTS”) Pedestrian and Bicycle Safety Program Grant in the amount of $25,000; (2) authorizing the Chief of Police or his designee to execute grant documents on behalf of the City; and (3) approve budget adjustments needed to spend grant funds. (File Number 0480-70) Staff Recommendation: Approval (Police Department: Ken Plunkett, Chief of Police) Presenter: Ken Plunket, Chief of Police
a) Resolution No. 2025-121

10. CONTINUING THE EMERGENCY REPAIR OF THE ESCONDIDO TRUNK SEWER MAIN Request the City Council adopt Resolution No. 2025-123, declaring that pursuant to the terms of Section 22050 of the California Public Contract Code, the City Council finds there is a need to continue the emergency repair of the Escondido Trunk Sewer Main. (File Number 1330-85) Staff Recommendation: Approval (Utilities Department: Kyle Morgan, Interim Director of Utilities)
Presenter: Kyle Morgan, Interim Director of Utilities
a) Resolution No. 2025-123

PUBLIC HEARINGS
16 Item3.

October 1, 2025 Escondido City Council Minutes Page 5 of 6

11. 2022 GENERAL PLAN AMENDMENT (PL22-0010)
Request the City Council adopt Resolution No. 2025-122, approving (1) the updates to the Community Protection chapter; (2) the addition of an Environmental Justice section to the Community Health and Services chapter; and (3) an Addendum to the Final Environmental Impact Report (FEIR). (File Number 0830-20)
Staff Recommendation: Approval (Development Services Department: Christopher McKinney, Deputy City Manager/Interim Director of Development Services) Presenter: Veronica Morones, City Planner
a) Resolution No. 2025-112
Motion: Martinez; Second: White; Approved: 5-0

12. BATTERY ENERGY STORAGE SYSTEMS WITHIN THE CITY OF ESCONDIDO Request the City Council adopt Ordinance No. 2025-06 extending Urgency Ordinance No. 2024-12R (“Urgency Ordinance”) prohibiting new commercial Battery Energy Storage Systems within the City of Escondido. The proposal also includes adoption of the environmental determination prepared for the project. (File Number 0800-40) Staff Recommendation: Approval (Development Services Department: Christopher W.

McKinney, Deputy City Manager/Interim Director of Development Services) Presenter: Veronica Morones, City Planner
a) Ordinance No. 2025-06 (First Reading and Introduction) Motion to extend the Ordinance for 12 months with an exception for the California Energy Commission Project at the Enterprise BESS Peaking Plant by amending Section 5 of the Ordinance accordingly: White; Second: Martinez; Approved: 4-1 (C. Garcia – No)

FUTURE AGENDA

13. 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) 17 Item3.

October 1, 2025 Escondido City Council Minutes Page 6 of 6

COUNCILMEMBERS SUBCOMMITTEE REPORTS AND OTHER REPORTS
CITY MANAGER’S REPORT
The most current information from the City Manager regarding Economic Development, Capital Improvement Projects, Public Safety, and Community Development.

ORAL COMMUNICATIONS

ADJOURNMENT
Mayor White adjourned the meeting at 6:25 p.m.

______________________________ _______________________________

MAYOR CITY CLERK

18 Item3.
19 Item4.

STAFF REPORT

October 15, 2025
File Number 0600-10; A-3569

SUBJECT

AWARD OF CONTRACT FOR CONSTRUCTION OF PICKLEBALL COURTS AT MOUNTAIN VIEW PARK

DEPARTMENT
Development Services, Engineering Division

RECOMMENDATION
Request City Council a dopt Resolution No. 202 5-125 awarding a construction contract to Palm Engineering Construction Company, Inc. and authorizing the Mayor, on behalf of the City, to execute a Public Improvement Agreement in the amount of $983,905.50 for construction of Pickleball Courts at Mountain View Park (“Project”).

Staff Recommendation: Approval (Chris McKinney, Interim Director of Development Services, and Jonathan Schauble, City Engineer)
Presenter: Jason Christman, Engineering Manager and Matt Souttere, Principal Engineer ESSENTIAL SERVICE – Yes, Parks Facilities/Open Spaces
COUNCIL PRIORITY – Increase Retention and Attraction of People and Businesses to Escondido

FISCAL ANALYSIS
Park Development funds have been allocated for this Project . Sufficient funds are available in the CIP account to fully fund this Project.

PREVIOUS ACTION
City Council adopted the Fiscal Year 2026 Capital Improvement Program budget and allocated additional Park Development Funds to complete the Project on June 18, 2025.

BACKGROUND
Mountain View Park (“MVP”) is approximately eleven (11) acres in size and contains lighted little league fields, multi-purpose fields (soccer and baseball) , tennis courts, picnic tables, a tot lot/playground, restrooms, and an open turf area. The pickleball community within the city is a rapidly growing community with residents expressing the desire to have pickleball courts installed within parks around the city. 20 Item5.

As a result of community outreach efforts in support of pickleball courts, the city developed a mixed use pickleball/tennis courts at MVP. Additionally, the city has received ongoing feedback from both tennis and pickleball communities emphasizing the need for separate pickleball courts in order to accommodate both sports.

The Project bid documents were published for construction bids on August 8, 2025. On September 17, 2025, eleven sealed bids were received in response to the request for bids for the Project. The confirmed totals for the total base bid items are listed below:

Palm Engineering Construction Company Inc. $ 983,905.50 HSCC Builders $1,130,431.40
Fordyce Construction $1,153,289.00
Byrom-Davey, Inc. $1,210,612.00
Western Rim Constructors, Inc. $1,215,580.10
Dick Miller, Inc. $1,305,985.40
SWCS Inc dba Southwest $1,310,656.06
Western State Builders, Inc. $1,365,420.20
Wier Construction Corp. $1,449,008.42
Montano Pipeline, Inc. $1,477,636.00
GEM Industrial $1,573,921.00

Staff has evaluated the bids and determined that the construction bid submitted by Palm Engineering Construction Company, Inc., is the lowest responsive and responsible bid. The bid submitted by Palm Engineering Construction Company, Inc. meets the all requirements set forth in the bid documents. Staff recommends awarding a public improvement agreement in the amount of $983,906 to Palm Engineering Construction Company Inc. for construction of this Project.

RESOLUTIONS
a) Resolution No. 2025-125
b) Resolution No. 2025-125 – Exhibit “A” – Public Improvement Agreement

21 Item5.

RESOLUTION NO. 2025-125

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

ESCONDIDO, CALIFORNIA, AUTHORIZING THE MAYOR

TO EXECUTE, ON BEHALF OF THE CITY, A PUBLIC

IMPROVEMENT AGREEMENT FOR CONSTRUCTION OF

THE PICKLEBALL COURTS AT MOUNTAIN VIEW PARK

PROJECT

WHEREAS, the City Council has allocated funding in the Park Development Funds for construction of the Pickleball Courts at Mountain View Park Project (“Project”); and WHEREAS, a notice inviting bids for said improvements was duly published on August 8, 2025; and WHEREAS, pursuant to said notice, eleven sealed bids for the project were opened and evaluated on September 17, 2025; and
WHEREAS, Palm Engineering Construction Company, Inc. was determined to be the lowest responsive and responsible bidder; and
WHEREAS, this City Council desires at this time and deems it to be in the best public interest to authorize a Public Improvement Agreement with Palm Engineering Construction Company, Inc. in the amount of $983,905.50.

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 City Council authorizes the Mayor to execute , on behalf of the City, a Public Improvement Agreement with Palm Engineering Construction Company, Inc. in a substantially similar form 22 Item5.
to that which is attached and incorporated to this Resolution as Exhibit “A,” and subject to final approval as to form by the City Attorney.

23 Item5.

Resolution No. 2025-125
Exhibit “A”

Public Improvement Agreement (Contractor) - 1 - 00500
CAO: 8/26/2021

CITY OF ESCONDIDO

PUBLIC IMPROVEMENT AGREEMENT
This Public Improvement Agreement (“Agreement”) is made and entered into as of the last signature date set forth below (“Effective Date”),

Between: CITY OF ESCONDIDO
a California municipal corporation
201 N. Broadway
Escondido, CA 92025
Attn: Michael Tully
("CITY")

And: Palm Engineering Construction Company, Inc.
a California corporation
7730 Opportunity Rd Suite A & B
San Diego, CA 92111
Attn: Rasoul Shahbazi
619-291-1495
("CONTRACTOR").
(The CITY and CONTRACTOR each may be referred to herein as a “Party” and collectively as the “Parties.”)
WHEREAS, the Parties desire to enter into this Agreement for the performance of work relating to the Mountain View Park Pickleball Courts Project (“Project”), occurring on property located at 1160 South Citrus Ave., Escondido, CA 9202 7 and having assessor’s parcel number 231-220-43-00 (“Property”), as further described herein.

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

1. Project Documents. The Notice Inviting Sealed Bids/Notice to Contractors, Instructions to Bidders, Bid Form, Designation of Subcontractors, Workers' Compensation Cer tificate, Change Orders, Shop Drawing Transmittals, Information Required of CONTRACTOR, Non -collusion Affidavit, Insurance Certificates, Guarantees, General Conditions, Supplementary General Conditions, Special Conditions, Plans, Drawings, Specifications, the Agreement , and all modifications, addenda, and amendments thereto (“Project Documents”) are incorporated herein by this reference as if fully set forth herein. The Project Documents are complementary, and what is called for by any one shall be as binding as if called for by all.
24 Item5.

Resolution No. 2025-125
Exhibit “A”

Public Improvement Agreement (Contractor) - 2 - 00500
CAO: 8/26/2021

2. Description and Performance of Work . CONTRACTOR shall furnish all work described in the Project Documents (“Work”). All Work to be performed and materials to be furnished shall be completed in a good workmanlike manner, free from defects, in strict accordance with the plans, drawings, specifications, and requirements set forth in the Project Documents and all provisions of this Agreement.

3. Compensation. In exchange for CONTRACTOR’s completion of the Work, the CITY shall pay, and CONTRACTOR shall accept in full, an amount not to exceed the sum of $983,906 (“Contract Price”).

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

4. Term and Time of Performance. CONTRACTOR shall commence work within one week from the CITY's notice to proceed. CONTRACTOR shall diligently perform and complete the Work with professional quality and technical accuracy within 30 working days of the City’s Notice to Proceed (“Completion Date”). Extension of terms or time of performance shall be subject to the CITY’s sole discretion.

5. Time Is of the Essence. If the Work is not completed by the Completion Date, it is understood that the CITY will suffer damage. It being impractical and infeasible to determine the amount of actual damage, in accordance with Government Code section 53069.85, the Parties agree that CONTRACTOR shall pay to the CITY as fixed and li quidated damages, and not as a penalty, the sum of $500 per day for each calendar day of delay until the Work is completed and accepted (“Liquidated Damages Amount”) . Th e Liquidated Damages A mount shall be deducted from any payments due to, or that become due to, CONTRACTOR. CONTRACTOR and CONTRACTOR'S surety shall be liable for the Liquidated Damages Amount.

6. Insurance Requirements.

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

(1) Commercial General Liability . Insurance Services Office (“ISO”) Form CG 0001 11188 covering Commercial General Liability on an “occurrence” basis, including products and completed operations, property damage, bodily injury (including emotional distress), sickness, disease, or death of any person other than the CONTRACTOR's employees , and personal and advertising injury, and damages because of injury or destruction of tangible property, including loss of use resulting there from, with limits no less than $3,000,000 combined single limit coverage per occurrence for bodily injury and property damage; or, if a general aggregate limit is applicable, either: (i) the general aggregate limit shall specifically apply to the project identified in the bid specifications or to the location of such project which is the subject of these bid specifications with coverage to be no less than $3,000,000, or (ii) the general aggregate shall be at least $3,000,000 combined single limit coverage per occurrence for bodily injury and property damage.

(2) Automobile Liability. ISO Form CA 00 01 covering any auto (Code 1), or if CONTRACTOR has no owned autos, hired (Code 8) and non -owned autos (Code 9), including damages because of bodily injury, death of a person, or property damage arising out of the 25 Item5.

Resolution No. 2025-125
Exhibit “A”

Public Improvement Agreement (Contractor) - 3 - 00500
CAO: 8/26/2021
ownership, maintenance, or use of a motor vehicle, all mobile equipment, and vehicles moving under CONTRACTOR’s control and engaged in the Work, with limits no less than $3,000,000 combined single limit per accident for bodily injury and property damage.

(3) Workers’ Compensation. Workers' Compensation as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease.

(4) Builder’s Risk/“All Risk” Insurance. The CONTRACTOR, during the progress of the Work and until final acceptance of the Work by CITY, shall maintain Builder's Risk/"All Risk," course-of-construction insurance satisfactory to CITY issued on a completed value basis of all WORK pursuant to this Agreement. Coverage is to provide extended coverage and insurance against vandalism, theft, malicious mischief, perils of fire, sprinkler leakage, civil authority, sonic boom, earthquake, collapse, flood, wind, lightning, smoke, riot, debris removal (including demolition), and reasonable compensation for the Engineer's services and expenses required as a result of such insured loss upon the Work, including completed Work and Work in progress to the full insurable value thereof. Such insurance shall include the CITY and the City Engineer as an additional named insured and any other person with an insurable interest designated.

(5) If CONTRACTOR maintains broader coverage and/or higher limits tha n the minimums otherwise required by this Agreement, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by CONTRACTOR.

b. Each insurance policy required by this Agreement must be acceptable to the City Attorney and shall meet the following requirements:

(1) Compliance with General Condition Requirements. Insurance coverage shall comply with and meet all requirements set forth in Article 5.2 of General Conditions

(2) Acceptability of Insurers. Insurance coverage must be provided by an insurer authorized to conduct business in the state of California with a current A.M. Best’s rating of no less than A-:VII, or as approved by the CITY.

(3) Additional Insured Status . Both the Commercial General Liability and the Automobile Liability policies must name the CITY (including its officials, officers, agents, employees, and volunteers) specifically as an additional insured under the policy on a separate endorsement page. The Commercial General Liability additional insu red endorsement shall be at least as broad as ISO Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38, and CG 20 37 if a later edition is used. The Automobile Liability additional insured endorsement shall be at least as broad as ISO Form CA 20 01.

(4) Primary Coverage. CONTRACTOR’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the CITY, its officials, officers, agents, employees, and volunteer s. Any insurance or self -insurance maintained by the CITY, its officials, officers, agents, employees, or volunteers shall be in excess of CONTRACTOR’s insurance and shall not contribute with it.

(5) Notice of Cancellation . Each insurance policy shall provi de that coverage shall not be canceled, except with prior written notice to the CITY.

26 Item5.

Resolution No. 2025-125
Exhibit “A”

Public Improvement Agreement (Contractor) - 4 - 00500
CAO: 8/26/2021
(6) Subcontractors. If applicable, CONTRACTOR shall require and verify that all subcontractors maintain insurance meeting all the requirements stated within this Agreement, and CONTRACTOR shall ensure that the CITY (including its officials, officers, agents, employees, and volunteers) is an additional insured on any insurance required from a subcontractor.

(7) Waiver of Subrogation. CONTRACTOR hereby grants to the CI TY a waiver of any right to subrogation that any insurer of CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subro gation, but this subsection shall apply regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer. Any Workers’ Compensation policy required by this Agreement shall be endorsed with a waiver of subrogation in favor of the CITY for all work performed by the CONTRACTOR, its agents, representatives, employees and subcontractors.

(8) Self-Insurance. CONTRACTOR may, with the CITY’s prior written consent, fulfill some or all of the insurance requirements contained in t his Agreement under a plan of self - insurance. CONTRACTOR shall only be permitted to utilize such self -insurance if, in the opinion of the CITY, CONTRACTOR’s (i) net worth and (ii) reserves for payment of claims of liability against CONTRACTOR are sufficient to adequately compensate for the lack of other insurance coverage required by this Agreement. CONTRACTOR’s utilization of self- insurance shall not in any way limit the liabilities assumed by CONTRACTOR pursuant to this Agreement.

(9) Self-Insured Retentions. Self-insured retentions must be declared to and approved by the CITY.

c. Verification of Coverage. At the time CONTRACTOR executes this Agreement, CONTRACTOR shall provide the CITY with original Certificates of Insurance including all required amend atory endorsements (or copies of the applicable policy language effecting the insurance coverage required by this Agreement), which shall meet all requirements under this Agreement. The CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by this Agreement, at any time.

d. Special Risks or Circumstances. The CITY reserves the right, at any point during the term of this Agreement, to modify the insurance requirements in this Agreement, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

e. No Limitation of Obligations. The insurance requirements within this Agreement, including the types and limits of insurance coverage CONTRACTOR must maintain, and any approval of such insurance by the CITY, are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONTRACTOR pursuant to this Agreement, including but not limited to any provisions within this Agreement concerning indemnification.

f. Compliance. Failure to comply with any of the insurance requirements in this Agreement , including but not limited to a lapse in any required insurance coverage during the te rm of this Agreement, shall be a material breach of this Agreement. Compliance by CONTRACTOR with the requirement to carry insurance and furnish certificates, policies, Additional Insured Endorsement and Declarations Page evidencing the same shall not relieve the CONTRACTOR from liability assumed under any provision of this Agreement, including, without limitation, the obligation to defend and indemnify the CTY and the City Engineer. In the event that 27 Item5.

Resolution No. 2025-125
Exhibit “A”

Public Improvement Agreement (Contractor) - 5 - 00500
CAO: 8/26/2021
CONTRACTOR fails to comply with any insurance requirem ent set forth in this Agreement, in addition to any other remedies the CITY may have, the CITY may, at its sole option, (i) immediately terminate this Agreement; or (ii) order CONTRACTOR to stop Work under this Agreement and/or withhold any payment that be comes due to CONTRACTOR until CONTRACTOR demonstrates compliance with the insurance requirements in this Agreement.

7. Indemnification, Duty to Defend, and Hold Harmless.

a. CONTRACTOR (including CONTRACTOR’s agents, employees, and subcontractors, if any) shall indemnify, defend, and hold harmless the CITY, its officials, officers, agents, employees, and volunteers from and against any and all claims, demands, actions, causes of action, proceedings (including but not limited to legal and administrative proceedings of any kind), suits, fines, penalties, judgments, orders, levies, costs, expenses, liabilities, losses, damages, or injuries, in law or equity, including without limitation the payment of all conseque ntial damages and attorney’s fees and other related litigation costs and expenses (collectively, “Claims”), of every nature caused by, arising out of, or in connection with CONTRACTOR’s (including CONTRACTOR’s agents, employees, and subcontractors, if any) Work pursuant to this Agreement or its failure to comply with any of its obligations contained herein, except where caused by the active negligence, sole negligence, or willful misconduct of the CITY.

b. CONTRACTOR (including CONTRACTOR’s agents, employees, and subcontractors, if any) shall indemnify, defend, and hold harmless the CITY, its officials, officers, agents, employees, and volunteers from and against any and all Claims caused by, arising under, or resulting from any violation, or claim of violatio n, of the San Diego Municipal Storm Water Permit (Order No.

R9-2013-0001, as amended) of the California Regional Water Quality Control Board, Region 9, San Diego, that the CITY might suffer, incur, or become subject to by reason of, or occurring as a result of, or allegedly caused by, any Work performed pursuant to this Agreement.

c. All terms and provisions within this Section 7 shall survive the termination of this Agreement.

8. Bonds.

a. CONTRACTOR shall furnish and deliver to the CITY, simultaneously with the execution of this Agreement, the following surety bonds:

(1) Faithful Performance Bond. CONTRACTOR shall furnish to the CITY a surety bond in an amount equal to the Contract Price as security for faithful performance of this Agreement.

(2) Labor and Materials Bond. CONTRACTOR shall furnish to the CITY a surety bond in an amount equal to the Contract Price as security for payment to persons performing labor and furnishing materials in connection with the Project.

b. All bonds furnished to the CITY pursuant to this Agreement shall be in the form set forth herein and approved by the City Attorney.

c. All bonds shall be executed by sureties that are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff, Bureau of Government Financial Operations, U.S. Treasury Department. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act.

28 Item5.

Resolution No. 2025-125
Exhibit “A”

Public Improvement Agreement (Contractor) - 6 - 00500
CAO: 8/26/2021
d. If the surety on any bond furnished by the CONTRACTOR is declared bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Work is located, the CONTRACTOR shall, within seven days thereafter, substitute another bond and surety, which must be acceptable to the CITY. No portion of the Work shall be performed without bonds, in a form and issued by a surety acceptable to the City. If one or more of such bonds shall, at any time, not be in full force and effect, CONTRACTOR shall immediately cease performance of the Work until CONTRACTOR is in full compliance with the bonding requirements of this Agreement and California law. All delays and costs incurred or resulting from such occurrence shall be to the exclusive account of CONTRACTOR. Failure of the CONTRACTOR to promptly cure any failure to have the necessary bonds in full force and effect shall be grounds for immediate termination of this Agreement.

e. All bonds shall be obtained from surety companies that are duly licensed or authorized in the State of California. Such surety companies shall also meet any additional requirements and qualifications as may be provided in the Supplementary General Conditions.

9. Substitution of Securities . This Agreement is subject to California Public Contract Code section 22300, which permits the substitution of securities for any monies withheld by the C ITY to ensure performance of this Agreement. At the request and expense of the CONTRACTOR, securities equivalent to the amount withheld shall be deposited with the CITY, or with a state - or federally- chartered bank in this state as the escrow agent, who shall then pay those moneys to CONTRACTOR. Upon satisfactory completion and acceptance of the W ork, such securities shall be returned to the CONTRACTOR.

10. Contractor Default. In the event CONTRACTOR, for a period of 10 calendar days after receipt of written demand from the CITY to do so (“Cure Period”), fails to furnish tools, equipment, or labor in the necessary quantity or quality required by this Agreement, or fails to prosecute the Work and all parts thereof in a diligent and workmanlike manner, or after commencing to do so within the Cure Period, fails to continue to do so, then the CITY in its sole discretion may exclude the CONTRACTOR from the Property, or any portion thereof, and take exclusive possession of the Property or any portion thereof, together with all material and equipment thereon, and may complete the Work or any portion of the Work, either by (i) furnishing the necessary tools, equipment, labor, or materials; or (ii) letting the unfinished portion of the work, or any portion t hereof, to another contractor; or (iii) demanding the surety hire another contractor ; or (iv) any combination of such methods. The CITY’s procuring of the completion of the Work, or the portion of the Work taken over by the CITY, shall be a charge against the CONTRACTOR and may be deducted from any money due or to become due to CONTRACTOR from the CITY, or the CONTRACTOR shall pay the CITY the amount of such charge, or the portion thereof unsatisfied. The sureties provided for under this Agreement shall become liable for payment if CONTRACTOR fails to pay in full any such cost incurred by the CITY. The permissible charges for any such procurement of the completion of the Work include actual costs and fees incurred to third party individuals and entities (including but not limited to consultants, attorneys, inspectors, and designers) and actual costs incurred by the CITY for the increased dedication of time of the CITY’s employees to the Project.

11. Other Legal Requirements Incorporated. Each and every provision of law and clause required by law to be inserted in this Agreement or its attachments shall be deemed to be inserted herein, and this Agreement shall be read and enforced as though such law or clause were included herein, and if through mistake or otherwise any such provision is not inserted, or is not currently inserted, then upon application of either Party, the Agreement shall forthwith be physically amended to make such insertion or correction, without further changes to the remainder of the Agreement. 29 Item5.

Resolution No. 2025-125
Exhibit “A”

Public Improvement Agreement (Contractor) - 7 - 00500
CAO: 8/26/2021

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

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

14. Independent Contractor . CONTRACTOR is an independent contr actor, and no agency or employment relationship is created by the execution of this Agreement.

15. Amendment. This Agreement shall not be amended except in a writing signed by the CITY and CONTRACTOR, and pursuant to action of the Escondido City Council.

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

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

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

19. Counterparts. This Agreement may be executed on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by electronic means, including an attachment to an email, shall be effective as delivery of an executed original. The Agreement on file with the City is the copy of the Agreement that shall take precedence if any differences exist between or among copies or counterparts of the Agreement.

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

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

22. Compliance with Laws, Permits, and Licenses . CONTRACTOR shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations, rules, and other legal requirements in effect during the term of this Agreement. This shall include, but shall not be limited to, all California Labor Code laws regarding payment of prevailing wages and all OSHA regulations. CONTRACTOR shall obtain any and all permits, licenses, and other authorizations necessary to perfor m the work under this Agreement. Neither the CITY, nor any elected or appointed boards, officers, officials, employees, or agents of the CITY, shall be liable, at law or in equity, as a result of any failure of CONTRACTOR to comply with this section. 30 Item5.

Resolution No. 2025-125
Exhibit “A”

Public Improvement Agreement (Contractor) - 8 - 00500
CAO: 8/26/2021

23. Prevailing Wages and Department of Industrial Relations Compliance. Pursuant to California Labor Code section 1770 et seq., CONTRACTOR agrees that a prevailing rate and scale of wages, in accordance with applicable laws, shall be paid in performing this Agreement. CONTRACTOR shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations, rules, and other legal requirements pertaining to the payment of prevailing wages, including but not limited to the keeping of certified payroll records, overtime pay, employment of apprentices, and workers' compensation coverage, as further set forth in the General Conditions.

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

24. Immigration Reform and Control Act of 1986. CONTRACTOR shall keep itself informed of and shall comply with the Immigration Reform and Control Act of 1986 (“IRCA”). CONTRACTOR represents and warrants that all of its employees and the employees of any subcontractor retained by CONTRACTOR who perform any portion of the Work under this Agreement are and will be authorized to perform the Work in full compliance with the IRCA. CONTRACTOR affirms that as a licensed contractor and employer in the State of California, all new employees must produce proof of eligibility to work in the United States within the first three days of employment and that only employees legally el igible to work in the United States will perform the Work . CONTRACTOR agrees to comply with the IRCA before commencing any portion of the Work, and continuously throughout the performance of the Work and the term of this Agreement.

25. Effective Date. Unless a different date is provided in this Agreement, the effective date of this Agreement shall be the latest date of execution set forth by the names of the signatories below. (SIGNATURE PAGE FOLLOWS)
31 Item5.

Resolution No. 2025-125
Exhibit “A”

Public Improvement Agreement (Contractor) - 9 - 00500
CAO: 8/26/2021
IN WITNESS WHEREOF, this Agreement is executed by the Par ties or their duly authorized representatives as of the Effective Date:

CITY OF ESCONDIDO

Date: __________________ ___________________________________ Dane White, Mayor

Palm Engineering Construction Company, Inc.

Date: __________________ ___________________________________ Rasoul Shahbazi, President

____853930_________________________
Contractor's License No.

___________________________________
Tax ID/Social Security No.

APPROVED AS TO FORM:

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

BY: __________________________

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

32 Item5.

STAFF REPORT

October 15, 2025
File Number 0600-10; A-3570

SUBJECT

AUTHORIZE A SUBRECIPIENT AGREEMENT WITH E SCONDIDO EDUCATION COMPACT TO PROVIDE A

RENTAL, MORTGAGE, & UTILITY ASSISTANCE PROGRAM TO LOW - AND MODERATE- INCOME RESIDENTS IN ESCONDIDO USING $1,660,000 IN COMMUNITY DEVELOPMENT BLOCK GRANT CARES ACT FUNDS (“CDBG-CV”)

DEPARTMENT
Community Development- Housing & Neighborhood Services Division

RECOMMENDATION
Request the City Council adopt Resolution No. 2025-128 authorizing the Mayor, on behalf of the City, to execute a subrecipient agreement with Escondido Education COMPACT (“COMPACT”), in the amount of $1,660,000 in Community Development Block Grant CARES Act funding, for rental, mortgage, and utility assistance program.

Staff Recommendation: Approval (Community Development: Christopher McKinney, Interim Director of Development Services)
Presenter: Danielle Lopez, Housing & Neighborhood Services Manager ESSENTIAL SERVICE – No
COUNCIL PRIORITY – Increase Retention and Attraction of People and Businesses to Escondido; Encourage Housing Development

FISCAL ANALYSIS

CDBG-CV will cover the operational and administrative expenses associated with rental, mortgage, and utility assistance services provided by COMPACT. It is important to note that the CDBG -CV funds are available for one-time use and all grant expenses must be expended by July 24, 2026 or the City may be at-risk of having funding recaptured by the Department of Housing and Urban Development (“HUD”).

PREVIOUS ACTION

On March 3, 2021, the City Council approved an allocation of $1,300,000 toward rental and mortgage assistance and $360,000 in utility assistance from CDBG-CV funds.

33 Item6.

BACKGROUND

The Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law on March 27, 2020 and made $5 billion available in supplemental CDBG-CV funding to local jurisdictions to prevent, prepare for and respond to the coronavirus.

HUD distributed three rounds of CDBG-CV funding to the City, totaling $2,394,882. On March 3, 2021, the City Council approved allocating $1,300,000 of that funding toward rental and mortgage assistance and $360,000 in utility assistance. The remainder of the funding was allocated to organizations to assist in the provision of social distancing and other COVID 19 preventative measures.

Following the March 3, 2021 City Council approval, the City did not release a Request for Proposal (“RFP”) for rental, mortgage, and utility assistance because the County’s Emergency Rental Assistance Program (“ERAP”) was available to eligible Escondido households impacted by COVID-19. Additionally, the City had two existing homelessness prevention contracts through Interfaith Community Services using ESG-CV for $1,513,037 and Escondido Education COMPACT using annual ESG funds for $143,490. Due to the influx of these funds and the limited staff to manage projects, the RFP for this program was delayed.

By November 2022, funding for ERAP and the two existing contracts with Interfaith Community Services and Escondido Education COMPACT were exhausted. City staff met with the Ad -Hoc Subcommittee on Homelessness on April 10, 2023. As a result of the April 10, 2023 meeting, the Subcommittee reaffirmed the priority of rental, mortgage, and utility assistance, and City staff were supported in the release of a Request for Proposal on April 13, 2023. The City received five proposals.

City staff presented their findings to the Ad -Hoc Subcommittee on Homelessness on May 9, 2023 and it was determined that FORWARD submitted the proposal most advantageous to the City. After almost a year of negotiations, the City and FORWARD had come to an agreement on the contract language.

However, at that same time, there was a change in ownership of the FORWARD organization and in July of 2024, FORWARD notified the City that the contract did not meet the new minimum dollar amount that the organization was willing to accept.

In March 2025 , Housing staff released a second RFP. The City received two proposals COMPACT and Interfaith. On June 17, 2025, staff attended the Ad-Hoc Subcommittee on Homelessness and discussed the possibility of shifting the funding from rental , mortgage, and utility assistance to the installation of new HVAC units at City facilities, due to the proposals not aligning with the requested and intended use of the funding , and/or not programming the full grant dollar amount, and due to the approaching spending deadline (J uly 2026). The committee was supportive of changing the project if absolutely necessary, but asked that we attempt to work with the organization to adjust their scope to meet the request.
34 Item6.

COMPACT successfully submitted a revised proposal.

PROGRAM DESIGN, ELIGIBILITY, AND OUTCOMES
The City of Escondido’s Housing & Neighborhood Services Division will be the administrator of the CDBG- CV Subrecipient Agreement and will monitor COMPACT’s outcomes and financial expenditures in accordance with local and federal requirements. The program administered by COMPACT is designed to provide up to three months of rental and mortgage assistance to serve low - and moderate -income Escondido residents who are at -risk of experiencing homelessness by helping regain stability in their current housing placement. The program will serve at least 225 residents. In looking at 2025 data from HUD, the fair market rent for a one -bedroom apartment in Escondido was $2,145, two -bedroom apartment was $2,881 and three-bedroom is $3,852.

The program will also support 180 low- and moderate-income residents who have past due utilities.

All participants will be assigned a dedicated Case Manager upon enrollment to guide their housing stability journey. Together, they will develop an Individual Service Strategy (“ISS”)—a living document that identifies barriers and sets measurable goals in areas such as employment, finances, and mental health.

Outreach Plan - COMPACT will have a dedicated Community Outreach Worker take the lead on the outreach efforts based around the following 5 clusters of communities:

1. Program-Based:
 Existing COMPACT Program Participants
 Existing COMPACT Partners (YMCA, San Diego County Probation, Interfaith Community Services, and Salvation Army)

2. Housing Agency-Based:
 Partnership with Housing Agency (National Renaissance Core Apartments, Community Housing Works Apartments, Affirmed Housing, and Jon Steward Company)

3. Faith-Based Community Leaders - COMPACT facilitates monthly meetings with local faith -based community leaders.

4. School-Based:
 EUHSD/EUSD Student Attendance Review Board Hearing
 Identification and Referral by School Social Workers
 Outreach to Escondido High School, Classical Academy, JCCS, and Audeo Charter 35 Item6.

5. Outreach-Based: Community Events:
 Escondido Senior Center
 National Night Outs Against Crime
 Love Esco Day
 Community Meetings ( Alliance for Regional Solutions Meetings, CAFÉ (Community for Alliance for Escondido) Meetings, etc.)

Referral Process:
 COMPACT plans to establish a Hotline which will be listed on all outreach materials and promotional flyers
 Callers will be prompted to leave a message and will be provided with instructions on the required pre-screening information
 All calls will be reviewed in 24-hours
 COMPACT will complete the intake process for each referred family within four business dates of the referral response

COMPACT is committed to processing all referrals on a first -come, first -served basis, ensuring transparency, fairness, and equitable service delivery to the entire community.

In order to qualify for assistance, residents must be meet the following eligibility criteria:

1. Live in the City of Escondido and be at imminent risk of homelessness;

2. Have documentation of past due rent or utilities from a landlord, property manager, or uti lity company. Alternative forms of documentation may be accepted on a case-by-case basis;

3. Must have a lease or sign documentation attesting to be in a lease;

4. Have clear tiebacks to how their past due rent or utilities is connected to COVID -19 or prevent, prepare for and respond to COVID-19;

5. Have an income at or below 80 percent (%) of the Area Median Income (“AMI”) for San Diego County in accordance with HUD’s 2025 Maximum Income Limits;

6. Have no other resources or social supports to help aid their crisis; and

7. Not have received other emergency grant assistance payments for the same time period and purpose from alternative funding sources.

Examples of Tiebacks to COVID-19:

1. Loss of income- job loss, reduced hours, cut in pay

2. Increased medical bills related to the virus and cost of living

3. Health impacts- chronic health conditions or suffering a COVID-19 illness 36 Item6.

CONCLUSION
City staff will work closely with COMPACT, to ensure timelines, goals and funds are being expended in a timely manner. The City anticipates the start date of this program as October 20, 2025.

RESOLUTIONS
a) Resolution No. 2025-128
b) Resolution No. 2025 -128—Exhibit “A” —Subrecipient Agreement with Escondido Education COMPACT

37 Item6.

RESOLUTION NO. 2025-128

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

ESCONDIDO, CALIFORNIA, AUTHORIZING THE MAYOR

TO EXECUTE, ON BEHALF OF THE CITY, A SUBRECIPIENT

AGREEMENT WITH ESCONDIDO EDUCATION COMPACT

TO PROVIDE RENTAL , MORTGAGE, AND UTILITY

ASSISTANCE TO LOW - AND MODERATE- INCOME

RESIDENTS IN THE CITY OF ESCONDIDO IMPACTED BY
COVID-19 USING $1,660,000 IN COMMUNITY

DEVELOPMENT BLOCK GRANT CARES ACT FUNDING
(“CDBG-CV”)

WHEREAS, on March 27, 2020 the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law and made available $5 billion in supplemental CDBG-CV funding to local jurisdictions to prevent, prepare for, and respond to the coronavirus; and WHEREAS, the City of Escondido (“City”) received two rounds of CDBG -CV funds totaling $2,394,882; and
WHEREAS, on March 3, 2021, the City Council approved allocation of $1,300,000 of CDBG -CV funds toward homelessness prevention and $360,000 in utility assistance; and WHEREAS, on March 4, 2025, the City released Request for Proposal (“RFP”) No. 25-10 regarding rental assistance to households who are at-risk of homelessness and low- and moderate-income residents behind on their utility bills; and
WHEREAS, the City received two proposals in response to RFP No. 2 5-10. After careful review, City staff determined that Escondido Education COMPACT submitted the proposal most advantageous to the City; and
38 Item6.

WHEREAS, the City will administer $1,660,000 in CDBG -CV funds by way of a Subrecipient Agreement awarded to Escondido Education COMPACT, under which Escondido Education COMPACT will provide rental and utility assistance to low - and moderate -income residents in the City impacted by COVID-19.

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

1. That the above recitations are true.

2. The Mayor , on behalf of the City , is hereby authorized to execute the Subrecipient Agreement with Escondido Education COMPACT to provide rental and utility assistance to low - and moderate-income residents in the City of Escondido impacted by COVID -19, which is attached and incorporated to this Resolution as Exhibit “A,” and subject to final approval as to form by the City Attorney.

39 Item6.

EXHIBIT 1

SUBRECIPIENT AGREEMENT
between

CITY OF ESCONDIDO
and

ESCONDIDO EDUCATION COMPACT
for

RENTAL, MORTGAGE, AND UTILITY ASSISTANCE SERVICES
T
his SUBRECIPIENT AGREEMENT (“Agreement”) is made and entered into as of the last signature date set forth below (“Effective Date”) by and between the City of Escondido, a California municipal Corporation (“Grantee”) and Escondido Education COMPACT, a California non-profit corporation (referred to herein as “ COMPACT” and “Subrecipient”). (The City and Subrecipient may each individually be referred to herein as a “Party” and collectively as the “Parties.”)
W
HEREAS, the Grantee has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law 93-383;
W
HERAS, the Grantee received one- time funding from the Coronavirus Aid, Relief and Economic Security (“CARES”) ACT to prevent, prepare for and respond to the coronavirus; and W
HEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds.

N
OW, THEREFORE, the Parties mutually agree as follows:

I. SCOPE OF SERVICE
A. Activities. The Subrecipient shall be responsible for administering a Community Development Block Grant CARES (“CDBG-CV”) Year 45 program titled, Rental, Mortgage, and Utility Assistance Services in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. Such program shall include the activities eligible under the CDBG- CV program that are specified in Exhibit A, which is attached hereto and incorporated herein by this reference (“Activities”).

B. National Objectives.

1. A
ll activities funded with CDBG -CV funds must meet one of the CDBG program’s National Objectives: benefit low- and moderate-income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as further described in 24 C.F.R. § 570.208.

2. The S
ubrecipient certifies that the Activities carried out under this Agreement will meet the National Objective of serving low- and-moderate-income households.

C. Levels of A ccomplishment – Goals and Performance Measures . The levels of accomplishment may include such measures as units rehabilitated, persons or Resolution No. 2025-128
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households assisted, or meals served, and should include periods for performance. The Subrecipient agrees to provide certain levels of program services, as set forth in Exhibit A.

D. S taffing . Subrecipient shall be responsible for staff and time to be allocated to each of the Activities, as set forth in Exhibit A.

E. P erformance Monitoring. The Grantee will monitor the performance of the Subrecipient against the goals and performance standards stated within this Agreement. Substandard performance as determined by the Grantee shall constitute noncompliance with this Agreement. If the Subr ecipient does not take action to correct such substandard performance within 30 days after being notified by the Grantee, Grantee may suspend or terminate this Agreement pursuant to the procedures described herein.

II. T IME OF PERFORMANCE

A. The Subrecipient’s performance of the Activities shall commence upon the Effective Date and end on July 24, 2026 or when funding has been exhausted and contract outcomes have been achieved, whichever occurs first.

B. The term of this Agreement shall be extended to cover any additional time period during which the Subrecipient remains in control of CDBG-CV funds or other CDBG-CV assets, including any program income as defined by 24 C.F.R. § 570.500 (“Program Income”).

III. B UDGET

A. S ubrecipient shall adhere to the budget specified in Exhibit B , which is attached hereto and incorporated herein by this reference (“Budget”).

B. A
ny indirect costs charged must be consistent with the conditions of Paragraph IX(C)(2) of this Agreement.

C. The Grantee may require a more detailed Budget breakdown than what is contained in Exhibit B, and the Subrecipient shall provide such supplementary Budget information in a timely fashion in the form and content prescribed by the Grantee. Any changes to the Budget may only be made by written amendment signed by both the Grantee and the Subrecipient

IV. PAYM ENT

A. The total amount to be paid by the Grantee under this Agreement shall not exceed $1,660,000.

B. Drawdowns for the payment of eligible expenses shall be made against line items specified in the Budget and in accordance with Subrecipient’s performance of the Activities. Expenses for general administration shall also be paid against line items specified in the Budget and in accordance with Subrecipient’s performance of the Activities.

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C. Payments to the Subrecipient are contingent upon the U.S. Department of Housing and Urban Development’s (“HUD”) delivery of payment to the Grantee.

D. Payments to the Subrecipient may be contingent upon certification of the Subrecipient’s financial management system in accordance with the standards specified in 2 C.F.R. § 200.302.

V. NO TICES

A. All notices required by this Agreement shall be in writing and delivered to the appropriate Party via mail (postage prepaid), commercial courier, or personal delivery, or sent by e- mail.

B. All communications and details concerning this Agreement shall be directed to the following representatives:

If to the Grantee

City of Escondido
201 N. Broadway
Escondido, CA 92025
Attn: Danielle Lopez
[email protected]
760-839-4518

If to the Subrecipient

Escondido Education COMPACT
220 S. Broadway
Escondido, CA 92025
Attn: Patricia Huerta
[email protected]
760-839-4515

VI. G ENERAL CONDITIONS

A. G eneral Compliance.

1. The Subrecipient shall comply with the requirements of 24 C.F.R. Part 570 (HUD regulations concerning CDBG-CV), including Subpart K of such regulations, except that (1) the Subrecipient does not assume the recipient’s environmental responsibilities described in 24 C.F.R. § 570.604 and (2) the Subrecipient does not assume the recipient’s responsibility for initiating the review process under the provisions of 24 C.F.R. Part 52.

2. The Subrecipient shall comply with all applicable federal, state, and local laws, regulations, and policies governing the funds provided under this Agreement.

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3. The Subrecipient shall utilize funds available under this Agreement to supplement rather than supplant funds otherwise available.

B. I ndependent Contractor . Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the Parties. The Subrecipient is an independent contractor and no agency or employment relationship, either express or implied, is created by the execution of this Agreement. The performance of the Activities is an integral part of the regular business operations of the Subrecipient. The Subrecipient shall have excl usive control over all work performed by its employees and the manner in which it is performed and shall determine the method, details, and means of performing the Activities. In addition to any other indemnification required by the Subrecipient under this Agreement, the Subrecipient indemnifies Grantee for any claims, losses, costs, fees, liabilities, damages, or injuries suffered by the Grantee arising out of the Subrecipient’s breach of this section.

C. Grantee Recognition. Th
e Subrecipient shall insure recognition of the role of the Grantee in the Subrecipient’s performance of the Activities through this Agreement. Any activity, facility, or item utilized pursuant to this Agreement shall be prominently labeled as to its funding source. In addition, the Subrecipient shall include a reference to the support provided in this Agreement in all publications made possible with funds made available under this Agreement.

D. A mendment .

1. The Grantee or the Subrecipient may amend this Agreement at any time provided that such amendment makes specific reference to this Agreement ; is executed in writing and signed by a duly authorized representative of each Party; and is approved by the Grantee’s governing body.

2. The Grantee may, in its discretion, amend this Agreement to comply with federal, state, or local laws, regulations, guidelines, or policies, except that if any such amendment results in a change in the funding or the Activities under this Agreement, such amendment may be made only by written amendment signed by both the Grantee and the Subrecipient as otherwise required by this Agreement.

VII. I

NDEMNIFICATION, BONDING, INSURANCE

A. I ndemnification, Duty to Defend, and Hold Harmless . The Subrecipient (including the Subrecipient’s agents, employees, and subcontractors, if any) shall hold harmless, defend, and indemnify the Grantee, its officials, officers, agents, employees, and volunteers from and against any and all claims, demands, actions, causes of action, proceedings (including but not limited to legal and administrative proceedings of any kind), suits, fines, penalties, judgments, orders, levies, costs, expenses, liabilities, losses, damages, or injuries, in law or equity, including without limitation the payment of all consequential damages and attorney’s fees and other related litigation costs and expenses (collectively, “Claims”), of every nature caused by, arising out of, or in connection with the Subrecipient’s (including the Subrecipient’s agents, employees, and subcontractors, if any) performance of the Activities or its failure to comply with any of its obligations contained in this Agreement, except where caused by the active negligence, Resolution No. 2025-128
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sole negligence, or willful misconduct of the Grantee. This provision shall survive the termination of this Agreement.

B. B onding. The Subrecipient shall comply with the bonding requirements of 2 C.F.R. § 200.325. The Subrecipient as a minimum shall purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the Grantee.

C. I nsurance .

1. The Subrecipient shall comply with the insurance requirements of 2 C.F.R. §§ 200.310 and 200.447.

2. The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud, and undue physical damage.

3. The Subrecipient shall procure and maintain, at its own cost, during the entire term of this Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the Activities, and the results of such work, by the Subrecipient, its agents, representatives, employees, or subcontracts. Insurance coverage shall be at least as broad as the following:

a. 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, $4,000,000 general aggregate.

b. Automobile Liability. ISO Form CA 00 01 covering any auto (Code 1), or if the Subrecipient has no owned autos, hired (Code 8) and non-owned autos (Code 9), with limits no less than $1,000,000 per accident for bodily injury and property damage, unless waived by the Grantee and approved in writing by the Grantee’s Risk and Safety Division.

c. Workers’ Compensation. Workers’ Compensation as required by the state of California, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease.

d. Professional Liability (Errors and Omissions). Professional Liability (Errors and Omissions) appropriate to the Subrecipient’s professions, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

e. If the Subrecipient maintains broader coverage and/or higher limits than the minimums otherwise required by this Agreement, the Grantee requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Subrecipient.

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4. Each insurance policy required by this Agreement must be acceptable to the Grantee’s City Attorney and shall meet the following requirements:
a. Acceptability of Insurers . Insurance coverage must be provided by an insurer authorized to conduct business in the state of California with a current A.M. Best’s rating of no less than A-:VII, or as approved by the Grantee. b. Additional Insured Status . Both the Commercial General Liability and the Automobile Liability policies must name the Grantee (including its officials, officers, agents, employees, and volunteers) specifically as an additional insured under the policy on a separate endorsement page. The Commercial General Liability additional insured endorsement shall be at least as broad as ISO Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38, and CG 20 37 if a later edition is used. The Automobile Liability endorsement shall be at least as broad as ISO Form CA 20 01. c. Primary Coverage . The Subrecipient’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the Grantee, its officials, officers, agents, employees, and volunteers. Any insurance or self - insurance maintained by the Grantee, its officials, officers, agents, employees, or volunteers shall be in excess of the Subrecipient’s insurance and shall not contribute with it.
d. Notice of Cancellation. Each insurance policy shall provide that coverage shall not be canceled, except with prior written notice to the Grantee. e. Subcontractors. If applicable, the Subrecipient shall require and verify that all subcontractors maintain insurance meeting all the requirements stated within this Agreement, and the Subrecipient shall ensure that the Grantee (including its officials, officers, agents, employees, and volunteers) is an additional insured of any insurance required from a subcontractor.
f. Waiver of Subrogation. The Subrecipient hereby grants to the Grantee a waiver of any right to subrogation that any insurer of the Subrecipient may acquire against the Grantee by virtue of the payment of any loss under such insurance. The Subrecipient agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but his subsection shall apply regardless of whether or not the Grantee has received a waiver of subrogation endorsement from the insurer. Any Workers’ Compensation policy required by this Agreement shall be endorsed with a waiver of subrogation in favor of the Grantee for all work performed by the Subrecipient, its agents, representatives, employees, and subcontractors.
g. Self-Insurance. The Subrecipient may, with the Grantee’s prior written consent, fulfill some or all of the insurance requirements contained in this Agreement under a plan of self-insurance. The Subrecipient shall only be permitted to utilize such self-insurance if, in the opinion of the Grantee, the Subrecipient’s (i) net worth and (ii) reserves for payment of claims of liability against the Subrecipient are sufficient to adequately compensate for the lack of other insurance coverage required by this Agreement. The Subrecipient’s utilization of self -insurance shall not in any way limit the liabilities assumed by the Subrecipient pursuant to this Agreement. h. Self-Insured Retentions . Self -insured retentions must be declared to and approved by this Grantee.

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5. Verification of Coverage. At the time the Subrecipient executes this Agreement, the Subrecipient shall provide the Grantee with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting the insurance coverage required by this Agreement), which shall meet all requirements under this Agreement. The Grantee reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by this Agreement, at any time.

6. Special Risks or Circumstances. The Grantee reserves the right, at any point during the term of this Agreement, to modify the insurance requirements in this Agreement, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

7. No Limitation of Obligations. The insurance requirements in this Agreement, including the types and limits of insurance coverage the Subrecipient must maintain, and any approval of such insurance by the Grantee, are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Subrecipient pursuant to this Agreement, including but not limited to any provisions in this Agreement concerning indemnification.

8. Failure to comply with any of the insurance requirements in this Agreement, including but not limited to a lapse in any required insurance coverage during the term of this Agreement, shall be a material breach of this Agreement. In the event that the Subrecipient fails to comply with any such insurance requirements in this Agreement, in addition to any other remedies the Grantee may have, the Grantee may, at its sole option, (i) immediately terminate this Agreement, or (ii) order the Subrecipient to stop work under this Agreement and/or withhold any payment that becomes due to the Subrecipient until the Subrecipient demonstrates compliance with the insurance requirements in this Agreement.

VIII. T

ERMINATION

A. S uspension or Termination. The Grantee may suspend or terminate this Agreement if the Subrecipient materially fails to comply with any terms of this Agreement, which may include (but is not limited to) the following:

1. Fai
lure to comply with any of the federal, state, or local laws, regulations, executive orders, HUD guidelines, policies, or directives referred to herein, or any federal, state, or local laws, regulations, executive orders, HUD guidelines, policies, or directives that may become applicable to this Agreement at any time;

2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement, as determined by Grantee in its sole discretion;

3. Ineffective or improper use of funds provided under this Agreement; or

4. Submission by the Subrecipient to the Grantee a report that is incorrect or incomplete in any material respect.

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B. The Grantee shall have the right to terminate this Agreement immediately or withhold payment of invoice for failure of the Subrecipient to comply with the terms and conditions of this Agreement. If the Grantee decides to terminate this Agreement, after a full evaluation of all circumstances has been completed, the Subrecipient shall, upon written request, have the right to an appeal process. The Grantee shall attach a copy of the appeal process to any termination notice.

C. If the Grantee finds that the Subrecipient has violated any term or condition of this Agreement, the Subrecipient shall be required to:

1. Repay all monies received from the Grantee under this Agreement; and

2. Transfer possession of all materials and equipment purchased with grant money to the Grantee.

D. In the case of early termination, the Grantee may make a final payment to the Subrecipient upon receipt of a Final Report and invoices covering eligible costs incurred prior to such termination. The total of all payments, including the final payment, shall not exceed the amount specified in this Agreement.

E. Ter
mination for Convenience. This Agreement may be terminated for convenience by either Party, in whole or in part, by setting forth the reasons for such termination, the effective date of such termination, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the Grantee determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the Grantee may terminate the Agreement in its entirety. Grantee and Subrecipient agree to provide written notice to the other party within 30 days prior to the effective date of any termination for convenience. In the event that HUD withdraws any portion of the City’s CDBG-CV funds, the City shall not be obligated to reimburse the Subrecipient for any activity expense incurred and may recover reimbursed amounts already paid. The Grantee shall notify the Subrecipient if such event by HUD occurs.

IX. A

DMINISTRATIVE REQUIREMENTS

A. Fi nancial Management .

1. A ccounting Standards . The Subrecipient shall comply with 2 C.F.R. Part 200 and shall adhere to the accounting principles and procedures required therein, including following Generally Accepted Accounting Principles (GAAP) as defined in 2 C.F.R. § 200.49. The Subrecipient shall utilize adequate internal controls and maintain necessary source documentation for all costs incurred.

2. S
ingle Audit. The Subrecipient shall comply with 2 C.F.R. Part 200.501. Any Subrecipient who expends $750,000 or more in Federal federals during a fiscal year must complete a single audit. This requirement does not apply for for -profit Subrecipients as the pass -through agency is responsibility requirements, as necessary, to ensure compliance by any for-profit Subrecipients.

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3. Cost Principles. The Subrecipient shall administer its program in conformance with 2 C.F.R. Part 200, Subpart E. These principles shall be applied for all costs incurred, whether charged on a direct or indirect basis.

B. D ocumentation and Record Keeping.

1. R ecords to Be M aintained. The Subrecipient shall maintain all records required by the regulations specified in 24 C.F.R. § 570.506 that are pertinent to the activities to be funded under this Agreement. Such records shall include but shall not be limited to:

a. r
ecords providing a full description of each activity undertaken;

b. records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG-CV program;

c. records required to determine the eligibility of activities;

d. records required to document the acquisition, improvement, use, or disposition of real property acquired or improved with CDBG-CV assistance;

e. records documenting compliance with the fair housing and equal opportunity components of the CDBG-CV program;

f. financial records as required by 24 C.F.R. § 570.502; and

g. other records necessary to document compliance with Subpart K of 24 C.F.R. Part 570.

2. R
etention. The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of four (4) years. The retention period begins on the date of the submission of the Grantee’s annual performance and evaluation report to HUD in which the activities assisted under the Agreement are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations, or other actions that involve any of the records cited and that have started before the expiration of the four-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the four-year period, whichever occurs later.

3. Clie
nt Data . The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but shall not be limited to, client name, address, income level, or any other basis for determining eligibility, and description of service provided. Such information shall be made available to the Grantee monitors or their designees for review upon request.

4. Dis closure . The Subrecipient understands that client information collected under this Agreement is private and the use or disclosure of such information, when not directly connected with the administration of the Grantee’s or Subrecipient’s responsibilities under this Agreement, may be prohibited by state and federal law unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian.

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5. Close-outs. The Subrecipient’s obligation to the Grantee shall not end until all close- out requirements are completed. Close- out requirements shall include, but are not limited to: making final payments; disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, Program Income balances, and accounts receivable to the Grantee); and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the Subrecipient has control over CDBG -CV funds, including program income.

6. A udits & Inspections . All Subrecipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, and the Comptroller General of the United States, or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the audit requirements within this Agreement shall constitute a violation of this Agreement and may result in the withholding of future payments. The Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning subrecipient audits and 2 C.F.R. Part 200, Subpart F.

7. A
dditional Documentation. The Subrecipient shall provide further documentation as the Grantee may request in relation to the requirements of this Agreement.

C. R eporting and Payment Procedures .

1. P rogram Income. The Subrecipient shall report quarterly all Program Income . The Subrecipient may use such Program Income during the term of the Agreement for the Activities and shall reduce requests for additional funds by the amount of any such Program Income balance on hand. All unexpended Program Income shall be returned to the Grantee at the end of the term of the Agreement, or as otherwise provided herein if the Agreement is terminated early. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not Program Income and shall be remitted promptly to the Grantee. The use of Program Income by the Subrecipient shall comply with the requirements set forth in 24 C.F.R. § 570.504.

2. I ndirect Costs . If indirect costs are charged, the Subrecipient shall develop an indirect cost allocation plan for determining the Subrecipient’s appropriate share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee.

4. P
ayment Procedures . The Grantee shall pay to the Subrecipient funds available under this Agreement based upon information submitted by the Subrecipient and consistent with the approved Budget and Grantee policy concerning payments. With the exception of certain advances, payments shall only be made for eligible expenses actually incurred by the Subrecipient, and not to exceed actual cash requirements.

Payments shall be adjusted by the Grantee in accordance with advance fund and Program Income balances available in Subrecipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this Agreement for costs incurred by the Grantee on behalf of the Subrecipient.

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4. Progress Reports . The Subrecipient shall submit regular progress reports to the Grantee in the form, content, and frequency required by the Grantee.

D. P rocurement .

1. C ompliance. The Subrecipient shall comply with current Grantee policy concerning the purchase of equipment, including but not limited to any such policies articulated in Chapter 10 of the Escondido Municipal Code, and shall maintain inventory records of all non-expendable personal property as defined by such policy as may be procured with funds provided under this Agreement. All program assets (e.g., unexpended Program Income, property, equipment) shall revert to the Grantee upon termination of this Agreement.

2. S
tandards. Unless specified otherwise within this Agreement, the Subrecipient shall procure all materials, property, or services in accordance with the requirements of 2 C.F.R. §§ 200.318-326.

3. Tr avel . The Subrecipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this Agreement.

E. U se and Reversion of Assets .

1. The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 C.F.R. §§ 570.502-504, as applicable.

2. The Subrecipient shall transfer to the Grantee any CDBG-CV funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination.

3. Real property under the Subrecipient’s control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG-CV National Objectives until five (5) years after expiration of this Agreement, or such longer period of time as the Grantee approves in writing. If the Subrecipient fails to use CDBG -CV-assisted real property in a manner that meets a CDBG-CV National Objective for the prescribed period of time, the Subrecipient shall pay the Grantee an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non -CDBG-CV funds for acquisition of, or improvement to, the property. Such payment shall constitute Program Income to the Grantee. The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period, or such longer period of time as the Grantee approves in writing.

4. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be Program Income (prorated to reflect the extent that funds received under this Agreement were used to acquire the equipment).

Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the Grantee for the CDBG -CV program or (b) retained after compensating the Grantee, an amount equal to the current fair market value of the Resolution No. 2025-128
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equipment less the percentage of non -CDBG-CV funds used to acquire the equipment.

X. RE LOCATION, REAL PROPERTY ACQUISITION, AND ONE-FOR-ONE HOUSING

REPLACEMENT

A. The Subrecipient agrees to comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and its implementing regulations at 49 C.F.R. Part 24 and 24 C.F.R. § 570.606(b); (b) the requirements of 24 C.F.R. § 570.606(c) governing the Residential Anti-displacement and Relocation Assistance Plan under section 104(d) of the HCD Act; and (c) the requirements in 24 C.F.R. § 570.606(d) governing optional relocation policies.

B. The Subrecipient shall provide relocation assistance to displaced persons, as defined in 24 C.F.R. § 570.606(b)(2), whom are displaced as a direct result of acquisition, rehabilitation, demolition, or conversion for a CDBG -CV-assisted project. The Subrecipient also agrees to comply with any applicable Grantee ordinances, resolutions, and policies concerning the displacement of persons from their residences.

XI. P ERSONNEL & PARTICIPANT CONDITIONS

A. Civ il Rights .

1. C ompliance. The Subrecipient agrees to comply with local and state civil rights laws and regulations, including but not limited to the Unruh Civil Rights Act, California Civil Code § 51, and the Fair Employment and Housing Act, California Government Code section 12900 et seq. The Subrecipient also agrees to comply with Title VI of the Civil Rights Act of 1964, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974, as amended (“HCDA”); Section 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Age Discrimination Act of 1975; Executive Order 11063, as amended; Executive Order 11246, as amended, and of the rules, regulations, and relevant orders of the United States Secretary of Labor.

2. N
ondiscrimination. The Subrecipient agrees to comply with the non-discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 C.F.R. § 570.607, as revised by Executive Order 13279. The applicable non- discrimination provisions in Section 109 of the HCDA are still applicable.

3. Land C ovenants . This Agreement is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and 24 C.F.R. §§ 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared, or improved with assistance provided under this Agreement, the Subrecipient shall cause or require a covenant running with the land to be inserted within the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease, or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Grantee and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, in undertaking its obligation to carry out Resolution No. 2025-128
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the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate.

4. S ection 504. The Subrecipient agrees to comply with all federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794), which prohibits discrimination against the individuals with disabilities or handicaps in any federally assisted program. The Grantee shall provide the Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement.

5. E
xecutive Order 11246 (Nondiscrimination Provisions) . During the performance of this Agreement, the Subrecipient agrees as follows:

a. The
Subrecipient will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, disability, or an individual’s status in any group or class protected by applicable federal, state, or local laws. The Subrecipient will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, disability, or an individual’s status in any group or class protected by applicable federal, state, or local laws. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Subrecipient agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.

b. The Subrecipient will, in all solicitations or advancements for employees placed by or on behalf of the Subrecipient, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, disability, or an individual’s status in any group or class protected by applicable federal, state, or local laws.

c. The Subrecipient will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee’s essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Subrecipient’s legal duty to furnish information.

Resolution No. 2025-128
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52 Item6.

d. The Subrecipient will send to each labor union, or representative of workers with whom the Subrecipient has a collective bargaining agreement or other contract or other understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker's representative of the Subrecipient’s commitments under Section 202 of Executive Order 11246, as amended, and any other commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

e. The Subrecipient will comply with all provisions of Executive Order No. 11246 of September 24, 1965, as amended, and of the rules, regulations, and relevant orders of the United States Secretary of Labor.

f. The Subrecipient will furnish and cause each of its own Subrecipients or subcontractors to furnish all information and reports required by Executive Order 11246, as amended; the rules, regulations, and relevant orders of the United States Secretary of Labor; and any such information or reports otherwise required hereunder, and will permit access to its books, records, and accounts by the Grantee, HUD or its agent, the United States Secretary of Labor, or other authorized federal officials for purposes of investigation to ascertain compliance with such rules, regulations, and orders, and the provisions stated herein.

g. In the event of the Subrecipient’s noncompliance with the nondiscrimination clauses of this Agreement or with any of such rules, regulations, or orders, this Agreement may be cancelled, terminated, or suspended in whole or in part and the Subrecipient may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, as amended, and such other sanctions may be imposed and remedies invoked as provide in Executive Order 11246 of September 24, 1965, as amended, or by rule, regulation, or order of the United States Secretary of Labor, or as otherwise provided by law.

h. The Subrecipient will include the provisions of Section XI(A)(5)(a) -(h) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the United States Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, as amended, so that such provisions will be binding upon each subcontractor or vendor. The Subrecipient will take such action with respect to any subcontract or purchase order as may be directed by the United States Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in t he event the Subrecipient becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the Subrecipient may request the United States to enter into such litigation to protect the interests of the Unit ed States.

B. A
ffirmative Action .

Resolution No. 2025-128
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53 Item6.

1. Approved Plan. The Subrecipient agrees that it shall be committed to carry out pursuant to the Grantee’s specifications an Affirmative Action Program in keeping with the principles as provided in President’s Executive Order 11246 of September 24, 1965, as amended. The Subrecipient shall submit a plan for an Affirmative Action Program for approval prior to the award of funds, consistent with the Affirmative Action Program Policy articulated in Exhibit C, which is attached hereto and incorporated herein by this reference.

2. W omen - and Minority-Owned Businesses. The Subrecipient will use its best efforts to afford small businesses, minority business enterprises, and women’s business enterprises the maximum practicable opportunity to participate in the performance of this Agreement. As used in this Agreement, the term “small business” shall mean a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. § 632), and the terms “minority business enterprise” and “women’s business enterprise” shall mean a business at least 51% owned and controlled by minority group members or women, as further defined in 15 U.S.C. § 632(n). For the purpose of this definition, “minority group members” are such groups including but not limited to African Americans, Hispanic Americans, Native Americans, Indian tribes, Asian Pacific Americans, Native Hawaiian Organizations, and other minorities. The Subrecipient may rely on written representations by a business regarding its status as a women’s business enterprise or minority business enterprise in lieu of an independent investigation.

3. P
rior Discrimination . The Subrecipient shall comply with 24 C.F.R. §§ 570.506, 570.602, and 24 C.F.R. Part 6, with respect to affirmative action necessary to overcome the effects of prior discrimination, if any, and such affirmative action shall be incorporated into the Subrecipient’s Affirmative Action Program.

C. E mployment Restrictions .

1. P rohibited Activity . The Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities, inherently religious activities, lobbying, political patronage, and nepotism activities.

2. Labor Standards .

a. The Subrecipient shall comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act, as amended; the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. § 327 et seq.); and all other applicable federal, state, and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Subrecipient shall comply with the Copeland Anti-Kick Back Act (18 U.S.C. § 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 C.F.R. Part 5. The Subrecipient shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the Grantee for review upon request.

b. The Subrecipient, except with respect to the rehabilitation or construction of residential property containing fewer than eight (8) units, all contractors engaged under contracts in excess of $2,000 for construction, renovation, or repair work Resolution No. 2025-128
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54 Item6.
financed in whole or in part with assistance provided under this Agreement, shall comply with federal requirements adopted by the Grantee pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 C.F.R. Parts 1, 3, 5, and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph.

c. W
orkers’ Compensation and Safety. The Subrecipient shall comply with all federal and state workers’ compensation and safety laws, including but not limited to the applicable provisions of Divisions 4 and 5 of the California Labor Code and all amendments thereto, and all similar and applicable state or federal acts or laws.

3. “ Section 3” Clause.

a. C ompliance.

(i.) Where the Subrecipient receives CDBG or CDBG -CV funds for work arising in connection with housing rehabilitation, housing construction, or other public improvements, compliance with the provisions of Section 3 of the HUD Act of 1968, 12 U.S.C. § 1701u, as amended (“Section 3”), and as implemented by the regulations set forth in 24 C.F.R. Part 7 5, and all applicable rules and orders issued hereunder prior to the execution of this Agreement, shall be a condition of the federal financial assistance provided under this Agreement and binding upon the Grantee, the Subrecipient, and any of the Subrecipient’s Subrecipients and subcontractors. Failure to fulfill these requirements shall subject the Grantee, the Subrecipient, and any of the Subrecipient’s Subrecipients and subcontractors, and their successors and assigns, to those sanctions specified by the agreement through which federal assistance is provided. The Subrecipient certifies and agrees that no contractual or other disability exists that would prevent compliance with these requirements.

(ii.) The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by Section 3 shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing.

(iii.) The Subrecipient shall comply with the “Section 3” requirements referenced in this Agreement and shall include the following language in all subcontracts executed under this Agreement:

“The work to be performed under this Agreement is a project assisted under a program providing direct federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended Resolution No. 2025-128
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55 Item6.
(12 U.S.C. § 1701). Section 3 requires that, to the greatest extent feasible, opportunities for training and employment be given to low- and very -low-income residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very-low-income persons residing in the metropolitan area in which the project is located.”

(iv.) The Subrecipient shall ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project are given to low- and very-low-income persons residing within the metropolitan area in which the CDBG-CV-funded project is located; where feasible, shall give priority to low- and very-low-income persons within the service area of the project or the neighborhood in which the project is located, and to low- and very-low-income participants in other HUD programs; and shall award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very-low- income persons residing within the metropolitan area in which the CDBG-CV- funded project is located; where feasible, shall give priority to business concerns that provide economic opportunities to low - and very-low-income residents and very-low-income participants in other HUDG programs.

(v.) The Subrecipient certifies and agrees that any vacant employment positions, including training positions, that are filled (1) after the Subrecipient is selected but before this Agreement is executed, and (2) with persons other than those to whom the regulations of 24 C.F.R. Part 75 require employment opportunities to be directed, were not filled to circumvent the Subrecipient’s obligations under 24 C.F.R. Part 75.

(vi.) The Subrecipient certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements.

b. No
tifications . The Subrecipient shall send to each labor organization or representative of workers with whom the Subrecipient has a collective bargaining agreement or other contract or understanding, if any, a notice advising such labor organization or worker’s representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training.

c. S
ubcontracts . The Subrecipient shall include this Section 3 clause in every subcontract and shall take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the grantor agency. The Subrecipient shall not subcontract with any entity where the Subrecipient has notice or knowledge that the entity has been found in violation of regulations under 24 C.F.R. Part 75 and shall not let any subcontract unless the Resolution No. 2025-128
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56 Item6.
entity has first provided the Subrecipient with a preliminary statement of ability to comply with the requirements of these regulations.

D. C onduct .

1. A ssignability . The Subrecipient shall not assign or transfer any interest in this Agreement without the Grantee’s prior written consent; provided, however, that claims for money due or to become due to the Subrecipient from the Grantee under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Grantee.

2. S ubcontracts .

a. A pprovals . The Subrecipient shall not enter into any subcontracts with any agency or individual in the performance of this Agreement without the Grantee’s prior written consent.

b. M onitoring . The Subrecipient shall monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow- up actions taken to correct areas of noncompliance.

c. C ontent . The Subrecipient shall cause all of the provisions of this Agreement in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement.

d. S
election Process. The Subrecipient shall undertake to ensure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the Grantee along with any documentation concerning the selection process.

3. H atch Act. The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C.

4. C onflict of Interest. The Subrecipient shall abide by the provisions of 24 C.F.R. § 570.611, which include (but are not limited to) the following:

a. The S
ubrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees, or agents engaged in the award and administration of contracts supported by federal funds.

b. No employee, officer, or agent of the Subrecipient shall participate in the selection, award, or administration of a contract supported by federal funds if a conflict of interest, real or apparent, would be involved.

Resolution No. 2025-128
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57 Item6.

c. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG -CV-assisted activities, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-CV-assisted activity, or with respect to the proceeds from the CDBG -CV- assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter.

For purposes of this paragraph, a “covered person” includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee, the Subrecipient, or any designated public agency.

5. Lobby
ing. The Subrecipient hereby certifies that:

a. No federal appropriated funds have been paid or will be paid, by or on behalf of the Subrecipient, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement;

b. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Subrecipient will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions; and

c. The Subrecipient will require that the certification language expressed in subparagraph (d) be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Subrecipients shall certify and disclose accordingly:

d. Lobby
ing Certification. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into.

Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. § 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

6. C
opyright . If this Agreement results in the creation or production of any copyrightable work, material, or invention, the Grantee and grantor agency reserves the right to a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise Resolution No. 2025-128
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58 Item6.
use, and to authorize others to use, such work, material, or invention for governmental purposes.

7. Re ligious Activities . The Subrecipient agrees that funds provided under this Agreement shall not be utilized for inherently religious activities prohibited by 24 C.F.R. § 570.200(j), such as worship, religious instruction, or proselytization.

XII. E

NVIRONMENTAL CONDITIONS

A. A ir and Water . The Subrecipient agrees to comply with the following requirements insofar as they apply to the performance of this Agreement:

1. C
lean Air Act, 42 U.S.C. § 7401 et seq., as amended, and all regulations and guidelines issued thereunder;

2. Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., as amended, and all regulations and guidelines issued thereunder, including but not limited to the requirements within 33 U.S.C. § 1318 relating to inspection, monitoring, entry, reports, and information; and

3. Environmental Protection Agency (EPA) regulations pursuant to 40 C.F.R. Part 50, as amended.

B. Fl ood Disaster Protection. In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. § 4001), the Subrecipient shall ensure that for activities located in an area identified by the Federal Emergency Management Act (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation).

C. Lead
-Based Paint . The Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead -Based Paint Regulations at 24 C.F.R. § 570.608, and 24 C.F.R. Part 35, Subpart B. Such regulations pertain to all CDBG-CV-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead-based paint. Such notification shall point out the hazards of lead- based paint and explain the symptoms, treatment, and precautions that should be taken when dealing with lead- based paint poisoning and the advisability and availability of blood lead level screening for children under seven. The notice should also point out that if lead- based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of federal funds applied to a property, paint testing, risk assessment, treatment, and/or abatement may be conducted.

D. H
istoric Preservation. The Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, 16 U.S.C. § 470, as amended, and the procedures set forth in 36 C.F.R. Part 800, insofar as they apply to the performance of this Agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that Resolution No. 2025-128
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59 Item6.
are 50 years old or older, or that are included on a federal, state, or local historic property list.

XIII. M ISCELLANEOUS

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

B. M erger Clause. This Agreement, together with its attachments or other documents described or incorporated herein, if any, constitutes the entire agreement and understanding of the Parties concerning the subject of this Agreement and supersedes and replaces all prior negotiations, understandings, or proposed agreements, written or oral, except as otherwise provided herein. In the event of any conflict between the provisions of this Agreement and any of its attachments or related documents, if any, the provisions of this Agreement shall prevail.

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

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

E. A ttorney’s Fees and Costs. In any action to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs.

F. M ultiple Copies of Agreements/Counterparts. This Agreement may be executed on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by electronic means, including an attachment to an email, shall be effective as delivery of an executed original. An electronic signature shall be acceptable and deemed to have the same legal effect as a handwritten signature.

G. P
rovisions Cumulative. The provisions in this Agreement are cumulative to, in addition to, and not in limitation of any other rights or remedies available to the Grantee.

H. B usiness License. The Subrecipient shall obtain a City of Escondido Business License prior to execution of this Agreement and shall maintain such Business License throughout the term of this Agreement.

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60 Item6.

I. C ompliance with Laws, Permits, and Licenses. The Subrecipient shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations, rules, and other legal requirements in effect during the term of this Agreement, including but not limited to any such laws, statutes, codes, ordinances, regulations, and other legal requirements expressly referenced in this Agreement. The Subrecipient shall obtain any and all permits, licenses, and other authorizations necessary to perform the Activities. Neither the Grantee, nor any elected or appointed boards, officers, officials, employees, or agents of the Grantee, shall be liable, at law or in equity, as a result of any failure of the Subrecipient to comply with this paragraph.

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

I
N WITNESS WHEREOF, th is Agreement is executed by the Parties or their duly authorized representatives as of the Effective Date.

CITY OF ESCONDIDO

Date: __________________ ___________________________________ Dane White, Mayor

ESCONDIDO EDUCATION COMPACT

Date: __________________ ___________________________________ Patricia Huerta, Executive Director

APPROVED AS TO FORM:

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

By: ___________________________

Date: __________________

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

Resolution No. 2025-128
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61 Item6.

Subrecipient Agreement

EXHIBIT A
Scope of Work

A. General

Escondido Education COMPACT, a California non-profit corporation (“Subrecipient”) will provide the City of Escondido, a California municipal corporation (“City”) with rental, mortgage, and utility assistance services.

B. Location

220 S. Broadway, Escondido, CA 92025 *Pending move in date for location to 355 W Grand Avenue, Escondido, CA 92025

C. Services

Participant Enrollment, Eligibility and Services
a. Provide up to 3 months of rental and/or mortgage to low and moderate- income Escondido residents who are at -risk of experiencing homelessness by helping regain stability in their current permanent housing;
b. Participants must have documentation of past due rent, mortgage or utilities from a landlord, property manager, lender or bank, or utility company. Alternative forms of documentation may be accepted on a case-by-case basis with the permission of the City’s Housing and Neighborhood Services Manager . Participants must have a lease or self-attest to be in a lease to be eligible for funding; c. All payments must be continuous and not to exceed a 100-day period; d. All Participants must have a clear tieback to prevent, prepare and respond to COVID-19;
e. Prioritization for application review and funding disbursements will be given to Participants who have a pending eviction notice of 3 days, 21 days or 60 days; f. Participants with a 3- day eviction notice will be processed and reviewed within two business days;
g. P articipants served must be at 80% AMI or below according to the 2025 or current HUD Maximum Income Levels;
h. Serve at least 225 households for rental and mortgage assistance; i. Serve at least 180 households for utility assistance; j. All applications will be screened for an initial and secondary review to confirm the validity of information and documentation;
k. Participants and/or designated service providers will be contacted within 5 business days of receipt of application and will confirm application status and/or request additional information;
l. Rental, mortgage and utility payments will be processed within X days if application is deemed complete;
m. No payments shall be made directly to the Participant; n. Non-responsive applicants will be closed after 14 days of no contact; o. Participants are ineligible to receive funding if they have the financial means or Resolution No. 2025-128
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62 Item6.
social supports to help pay to the rent, mortgage or utility bills or they have received other emergency grant assistance payments for the same time period and purpose from alternative funding sources;
p. CDBG-CV funds may not “pay itself” for utility services it provides to an individual or family if that individual or family is unable to pay the grantee for them. These services, but are not limited to general government expenses such as water, sewer, or other municipal utilities (24 CFR 570.207(a)(2);

O
utreach
a. Create marketing materials (e.g. brochure, website or as requested) for the City of Escondido’s Rental, Mortgage, and Utility Assistance program; b. Attend community meetings virtually with service providers and/or potential participants to educate the community about the program; c. Email or mail paper applications within three business days of the request; and d. Adhere to the written policies and procedures for determining and prioritizing eligible households for assistance as required CDBG-CV funding requirements created by the City.

D. O
utcomes

Subrecipients shall submit monthly reports by the 15 th of each month to the Housing & Neighborhood Services Manager that include the following outcomes:

1. Number of applications submitted;

2. Number of applications approved for rental/mortgage assistance or utility assistance programs;

3. Number of applications denied and the reason;

4. Number of appeals submitted;

5. Report on the amount of funds disbursed and report the average per household; vi. Gather outcomes on housing retention at 6- and 12 -months post -rental assistance;

6. Provide Participant demographic information of race, ethnicity, gender, income and household size;

7. Self-certification forms of COVID-19 nexus and duplication of benefits;

8. Number of applications closed due to non-responsiveness; and

9. Other pertinent data as requested by City staff.

E. S
cheduling and Coordination

Inquires relating to this Agreement, including scheduling and necessary coordination with City staff, may be directed to Danielle Lopez at 760-839-4518 or [email protected].

Subrecipient agrees to attend meetings as requested by the City.

F. P ayment Terms and Schedule

The total contract price of the Agreement shall not exceed $1,660,000.

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63 Item6.

The City has allocated $1,300,000 provide emergency subsistence payments for rent, mortgage, or utilities to a provider on behalf of a household to prevent eviction or stabilize low- and moderate-income neighborhoods affected by economic disruptions since January 2020.

The City has authorized $360,000 for utility assistance only. These funds will support low- and moderate-income households who have fallen behind on their utility bills. The household needs to have documentation in their name of the late bills. Utility payments cannot be made to the City of Escondido’s Water Authority.

Invoices must have clear documentation identifying whether the program is Rental, Mortgage, or Utilities.

The Subrecipient is expected to meet the targeted deadline outlined in the table below. If the Subrecipient is unable to meet an activity, then they must notify the Housing & Neighborhood Services Manager in writing and identify the barriers to hindering completion and proposing a new date of completion.

Activity Deadline
Expend 100% of contract funds July 24, 2026

Invoices must be submitted each month after the services have been performed. All payments will be processed within 30 days of receipt of invoice for those services. The City is authorized to withhold or deny a payment if the appropriate expense documentation and milestone reports are missing or incomplete. The contract price of this Agreement shall comply with the Budget (Exhibit B) and line item amendments can only be made with the prior written approval of City staff.

G. Term

The term of this Agreement shall be effective from the Effective Date through July 24, 2026 or when funding has been exhausted and contract outcomes have been achieved, whichever occurs first .

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64 Item6.

Subrecipient Agreement

EXHIBIT B
Budget

Homeless Prevention & Utility Assistance Program
Contract Amounts

PERSONNEL
Program Director $ 17,160.00
Program Manager $ 46,736.00
Case Manager - Housing Assistance
Specialist $ 36,800.00
Community Outreach & Intake Coord $ 36,800.00 Case Manager - Utility Assistance
Specialist $ 36,800.00
Sub-Total Wages $ 174,296.00

Taxes, Insurance Benefits, Payroll Proc 22% of $174,296.00 $ 38,344.79

TOTAL FOR WAGES & TAXES $ 212,640.79

NON-PERSONNEL EXPENSES
Program Supplies
Supplies, ETO software, HMIS
registration $ 31,738.00
Rental & Mortgage Assistance
Estimated to serve:
70% Families @ 65% AMI
15% Elderly’s @ 30% AMI
15%, Essential Workers @ 70-80% AMI
(All up to 3 months) $ 904,712.21 Utility Assistance Payments Average 180 households $ 360,000.00

SUB-TOTAL $ 1,509,091.00

INDIRECT RATE 10% Rental, Utility, Cable, WiFi, Phone $ 150,909.00

TOTAL $ 1,660,000

Resolution No. 2025-128
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65 Item6.

Subrecipient Agreement
Affirmative Action Program Policy

AFFIRMATIVE ACTION PLAN
SUBRECIPIENT: _________________________________________________________________________________ STREET ADDRESS: ______________________________________________________________________________ CITY, STATE, ZIP: _______________________________________________________________________________ TELEPHONE NUMBER: ___________________________________________________________________________ IRS/ID:

1. The Subrecipient named above is committed to a policy of Affirmative Action to ensure Equal Employment Opportunity in response to Executive Orders 10925, 11114, and 11246, as amended, and relevant requirements adopted by the City, including all provisions of the Subrecipient Agreement co ncurrently entered into between the Subrecipient and the City.

2. The official designated by the Subrecipient to be Equal Employment Officer is:
_______________________________.

3. The Subrecipient will document fully its affirmative actions, which will be at least as extensive as the following:
a. The Subrecipient will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, disability, or an individual’s status in any group or class protected by applicable federal, state, or local laws. The Subrecipient will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexu al orientation, gender identity or expression, national origin, age, disability, or an individual’s status in any group or class protected by applicable federal, state, or local laws. Such action shall include, but not be limited to the following: employm ent, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.
b. The Subrecipient will ensure and maintain a working environment free of harassment, intimidation, and coercion at all sites and in all facilities at which the Subrecipient's employees are assigned to work. The Subrecipient, where possible, will assign two (2) or more women to each construction project. The Subrecipient shall specifically ensure that all foremen, superintendents, and other on- site supervisory personnel are aware of, and carry out, the Subrecipient's obligation to maintain such a working environment, with specific attention to minority or female individuals working at such sites or in such facilities.
c. The Subrecipient will establish and maintain a current list of minority and female recruitment sources and provide written notification to minority and female recruitment sources and to community organizations when the Subrecipient or its unions have employment opportunities available and maintain a record of the organizations' responses.
d. The Subrecipient will maintain a current file on the names, addresses, and telephone numbers of each minority and female off-the-street applicant and minority organization and of what action was Resolution No. 2025-128
Exhibit "A"

66 Item6.
taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the Subrecipient by the union or, if referred, not employed by the Subrecipient, this shall be documented in the file with the reason therefore, along with whatever additional actions the Subrecipient may have taken.
e. The Subrecipient will provide immediate written notification to the Director of Office of Federal Contract Compliance Programs when the union or unions with which the Subrecipient has a collective bargaining agreement has not referred to the Subrecipie nt a minority person or woman sent by the Subrecipient, or when the Subrecipient has other information that the union referral process has impeded the Subrecipient 's efforts to meet its obligations. f. The Subrecipient will develop on- the-job training opportunities and/or participate in training programs for the area that expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to the Subrecipient 's employment needs, especially those programs funded or approved by the Department of Labor. The Subrecipient shall provide notice of these programs to the sources compiled under subsection (b) above. g. The Subrecipient will disseminate the Subrecipient 's Equal Employment Opportunity policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the Subrecipient in meeting its Equal Employment Opportunity obligations; by including the policy in any policy manual and collective bargaining agreement; by publicizing the policy in the company newspaper, annual report, and similar publications; by specific review of the policy with all management pers onnel and with all minority and female employees at least once a year; and by posting the policy on bulletin boards accessible to all employees at each location where construction work is performed.
h. The Subrecipient will review, at least annually, the company's Equal Employment Opportunity Policy and Affirmative Action obligations with all employees having any responsibility for hiring, assignment, layoff, termination, or other employment decision s, including specific review of these items with on -site supervisory personnel including but not limited to superintendents and general foremen, prior to the initiation of construction work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter.
i. The Subrecipient will disseminate the Subrecipient's Equal Employment Opportunity policy externally by including it in any advertising in the news media, specifically including minority and female news media and providing written notification to and discussing the Subrecipient's Equal Employment Opportunity policy with other Subrecipients and Contractors with whom the Subrecipient does, or anticipates doing, business.
j. The Subrecipient will direct its recruitment efforts, both oral and written, to minority, female, and community organizations, to schools with minority and female students, and to minority and female recruitment and training organizations serving the Subrecipient's recruitment area and employment needs. Not later than one (1) month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source, the Subrecipient shall send written notification to organizations such as the above, describing the openings, screening procedures, and tests to be used in the selection process.
k. The Subrecipient will encourage present minority and female employees to recruit other minority persons and women and where reasonable, provide after -school, summer, and vacation employment to minority and female youth, both on the site and in other ar eas of a Subrecipient's workforce.

Resolution No. 2025-128
Exhibit "A"

67 Item6.
l. The Subrecipient will validate all tests and other selection requirements where there is an obligation to do so.
m. The Subrecipient will conduct, at least annually, an inventory and evaluation at least of all minority and female personnel for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training, such opportunities. n. The Subrecipient will ensure that seniority practices, job classifications, work assignments, and other personnel practices do not have a discriminatory effect by continually monitoring all personnel and employment-related activities to ensure that the Equal Employment Opportunity policy, Affirmative Action policy, and the Subrecipient's related obligations are being carried out. o. The Subrecipient will ensure that all facilities and company activities are non-segregated except that separate and single-user toilet and necessary changing facilities shall be provided to assure privacy between the sexes.
p. The Subrecipient will document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations. q. The Subrecipient will conduct a review, at least annually, of all supervisors' adherence to and performance under the Subrecipient's Equal Employment Opportunity policy and Affirmative Action obligations.

4. Subrecipients, subcontractors, and related contractors shall maintain all required records for a period of three years, or until audited, and permit access by the City to all such records.

Signed: ____________________________________ Signed: ___________________________________ Equal Employment Officer Authorized Officer/Title
Print: ______________________________________ Print: _____________________________________ Dated: _____________________________________ Dated: ____________________________________

Resolution No. 2025-128
Exhibit "A"

68 Item6.

STAFF REPORT

October 15, 2025
File Number 0740-30

SUBJECT
YEAR 2026 HOLIDAYS

DEPARTMENT
Human Resources

RECOMMENDATION
Request the City Council adopt Resolution No. 2025-114 to designate the dates that the City offices will be closed in the year 2026 for holiday observances.

Staff Recommendation: Approval (Human Resources Department: Jessica Perpetua, Director of Human Resources)
Presenter: Jessica Perpetua, Director of Human Resources ESSENTIAL SERVICE – No
COUNCIL PRIORITY –

FISCAL ANALYSIS
None

PREVIOUS ACTION
Each year the City Council adopts a resolution, as required by State law, to designate the days that City offices will be closed for holiday observances.

BACKGROUND
Holidays are considered to be an employee benefit and are, therefore, a part of the negotiation process with our various bargaining units. There are ten recognized holidays each year.

RESOLUTIONS
a) Resolution No. 2025-114
b) Resolution No. 2025-114—Exhibit “A”— City Recognized Holidays Year 2026 69 Item7.

RESOLUTION NO. 2025-114

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

ESCONDIDO, CALIFORNIA, DESIGNATING THE DAYS

WHICH CITY OFFICES SHALL BE CLOSED ON
DESIGNATED HOLIDAYS FOR THE CALENDAR YEAR 2026

WHEREAS, Section 6700 of the California Government Code designates days that are holidays in the State of California (“State”); and
WHEREAS, Section 6702 of the California Government Code provides that City of Escondido (“City”) offices shall be closed on designated State holidays unless otherwise provided by the City; and WHEREAS, the City Council desires and deems it to be in the best public interest to designate those holidays on which City offices will be closed.

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

1. That the above recitations are true.

2. That the public offices of the City shall be closed on the following dates set forth in Exhibit “A” attached to this Resolution and incorporated by this reference.

70 Item7.

Resolution No. 2025-114
Exhibit “A”

City Recognized Holidays Year 2026

New Year’s Day Thursday, January 1, 2026

Martin Luther King Day Monday, January 19, 2026

Presidents’ Day Monday, February 16, 2026

Memorial Day Monday, May 25, 2026

Independence Day Saturday, July 4, 2026
(Observed Friday, July 3, 2026)

Labor Day Monday, September 7, 2026

Veterans’ Day Wednesday, November 11, 2026

Thanksgiving Day Thursday, November 26, 2026

Day after Thanksgiving Friday, November 27, 2026

Christmas Day Friday, December 25, 2026

In addition to the above, the following facilities also have these modified hours:

Library
- Friday, July 3: open
- Saturday, July 4: closed
- Friday, September 18: closed for staff training
- Wednesday, November 25: close @ 5 p.m.
- Thursday, December 24: close @ 5 p.m.
- Thursday, December 31: close @ 5 p.m.

East Valley Community Center
- Sunday, April 5: closed
- Friday, July 3: open
- Saturday, July 4: closed
- Saturday, October 31: close @ 5 p.m.
- Wednesday, November 25: close @ 3 p.m.
- Monday, December 21, 2026 - Sunday, 27, 2026: closed for floor and carpet maintenance
- Thursday, December 31, 2026: close @ 5 p.m.

Escondido Sports Center
- Closed during inclement weather.
- Monday, January 19: open
71 Item7.

Resolution No. 2025-114
Exhibit “A”

- Monday, February 16: open
- Sunday, April 5: closed
- Friday, July 3: closed
- Saturday, July 4: closed
- Saturday, October 31: open, 8 a.m. – 6 p.m.
- Wednesday, November 25: closed
- Thursday, December 24: closed
- Thursday, December 31: closed

Park Avenue Community Center
- Sunday, April 5: closed
- Saturday, July 4: closed
- Wednesday, November 25: close @ 3 p.m.
- Thursday, December 24: close @ 3 p.m.
- Thursday, December 31: close @ 3 p.m.

City Pools
- Friday, January 2 – Sunday, January 4: closed for annual maintenance (both pools) - Sunday, April 5: closed (both pools)
- Friday, July 3 – Sunday, July 5: closed (James Stone Pool only) - Monday, December 21, 2026 – Sunday, January 3, 2027: closed for annual maintenance (both pools)

72 Item7.

STAFF REPORT

October 15, 2025
File Number 0700-80

SUBJECT

HEALTH INSURANCE WAIVER REBATE

DEPARTMENT
Human Resources

RECOMMENDATION
Request the City Council adopt Resolution No. 2025-132, approving an increase of the Health Insurance Waiver Rebate amount.

Staff Recommendation: Approval (Human Resources: Jessica Perpetua, Director of Human Resources) Presenter: Daniel Alvarado, Human Resources Manager
ESSENTIAL SERVICE – Yes, internal requirement in support of Police Services; Fire/EMS Services; Keep City Clean for Public Health and Safety; Land Use/Development; Clean Water; Sewer; Public Works/Infrastructure; Maintenance of Parks facilities/Open Spaces COUNCIL PRIORITY – Increase Retention and Attraction of People and Businesses to Escondido

FISCAL ANALYSIS
The increased annual City cost for this item is $154,500. The fiscal impact to the Benefits Budget for the fiscal year ending June 30, 2026 is approximately $77,250 and will be absorbed in the current budget. The financial impacts for the remainder of the benefit year will be included in the FY2026/27 operating budget adoption.

PREVIOUS ACTION
Effective July 1, 1995, as a term in the Council-approved Memorandums of Understanding with the City’s Labor Groups, a rebate of $75 per month to employees that waived employer paid health coverage was implemented.

BACKGROUND
The City currently offers eligible regular employees a rebate of $75 per month upon waiver of the City’s group health insurance or waiver of any level of health insurance coverage. This benefit amount has not changed since 1995. In alignment with the City’s endeavor to offer and maintain a competitive benefits 73 Item8.

package for employees , Staff recommends increasing this amount to become more competitive with market median. If approved, t he health insurance waiver will increase from $75/month to $200/month for employees waiving coverage completely. The waiver will remain $75/month for employees waiving a level of coverage.

RESOLUTIONS
a) Resolution No. 2025-132

74 Item8.

RESOLUTION NO. 2025-132

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

ESCONDIDO, CALIFORNIA, AUTHORIZING AN INCREASE

TO THE HEALTH INSURANCE WAIVER REBATE AMOUNT

FOR ELIGIBLE CITY EMPLOYEES

WHEREAS, the City Council has approved employee benefit plans for eligible City employees; and WHEREAS, the City and its labor groups agreed to a plan effective July 1, 1995 to generate cost savings for health insurance premiums in cases where employees are elig ible for dual health insurance coverage and an employee waives employer paid health coverage resulting in a rebate to the employee in the amount of $75 per month; and
WHEREAS, this amount has not changed since implementation on July 1, 1995; and WHEREAS, the City desires to update its benefit plans to be consistent with market conditions and make the City be more competitive in attracting and retaining qualified employees; and WHEREAS, this City Council desires at this time and deems it to be in the best public interest to approve an increase in the rebate amount from $75 per month to $200 per month for eligible employees waiving health care coverage completely and maintaining $75 per month for employees waiving a level of coverage.

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

1. That the above recitations are true.
75 Item8.

2. That the City Council authorizes the execution of written amendments to existing Memorandums of Understanding with recognized City labor groups, and make generally applicable to other eligible employees, a rebate increase from $75 per month to $200 per month for employees waiving health coverage completely and maintaining $75 per month for employees waiving a level of coverage. 76 Item8.

STAFF REPORT

October 15, 2025
File Number 0600-10; A-3571

SUBJECT

AUTHORIZE CONTRACTS TO ACQUIRE AND UTILIZE SOFTWARE AND SERVICING FOR CITYWORKS

DEPARTMENT
Information Systems

RECOMMENDATION
Request the City Council adopt Resolution No. 2025-115 authorizing the Mayor, on behalf of the City, to execute an agreement with Azteca Systems, LLC , a Trimble Company, for purchase of the Cityworks software, including licensing and software support.

Staff Recommendation: Approval (Information Systems: Robert Van De Hey, Chief Information Officer) Presenter: Robert Van De Hey, Chief Information Officer ESSENTIAL SERVICE – Yes, Police Services; Fire/EMS Servi ces; Keep City Clean for Public Health and Safety; Land Use/Development; Clean Water; Sewer; Public Works/Infrastructure; Maintenance of Parks facilities/Open Spaces
COUNCIL PRIORITY –

FISCAL ANALYSIS
The total estimated cost for Cityworks software licensing and services is $766,307.18, allocated as follows:
- Year 1 (07/01/2025 – 06/30/2026): $243,079.20
- Year 2 (07/01/2026 – 06/30/2027): $255,233.16
- Year 3 (07/01/2027 – 06/30/2028): $267,994.82
Funding for Year 1 (07/01/2025 – 06/30/2026) is included in the current General Fund budget, with portions allocated to the Water and Wastewater funds, as approved by the City Council in June 2025.

PREVIOUS ACTION
Cityworks AMS was acquired in September 2000 under Resolution No. 2000-240. In 2018, City Council approved the purchase of Cityworks PLL and a Public Services Agreement with the Timmons Group , a Trimble Company platinum services partner, for their public portal and implementation of both products.

In February 2019, a $175,000 bud get adjustment was approved as part of the First Amendment to the 77 Item9.

agreement. In September 2019, City Council authorized a PSA with Woolpert, Inc., for expanding and implementing Cityworks AMS at the Hale Avenue Resource Recovery Facility ( “HARRF”). Cityworks AMS implementation at the Water Treatment Plant was completed by city staff in 2024.

BACKGROUND
Cityworks is an enterprise-wide, GIS-centric system designed to efficiently manage the City’s assets and operations, from initial permitting to the maintenance of built and acquired assets. This comprehensive platform consists of two integrated components: Asset Ma nagement System (“AMS”) and Permits, Licensing, and Land (“PLL”), which together streamline workflows, enhance operational efficiency, and improve service delivery.

The AMS module serves as the City’s asset and work management solution, enabling the track ing of service requests, work orders, and inspections. Initially implemented within the Water Distribution division of the Utilities Department, AMS has since expanded to support all Utilities divisions, Public Works, and key areas of Development Services. Powered by Cityworks AMS, the City manages a wide range of operations, including the Escondido Report It! app, graffiti removal programs, street and park maintenance, and water and wastewater treatment plant operations. By providing real -time data and insights, AMS helps leadership make data -driven decisions and empowers staff to optimize processes, improve efficiency, and capture critical data for managing projects and city assets.

The PLL system, integrated with the Timmons Portal, offers a GIS -centric solution that enhances the permitting process for customers while streamlining case workflows for City staff. Through this system, residents, contractors, and businesses can apply for permit s, pay fees, and track project progress online via the Timmons public portal. Staff benefit from user-friendly dashboards and tools that enable them to review applications, communicate directly with applicants and their teams, schedule inspections or appointments, and monitor project milestones efficiently. The implementation of PLL, ProjectDox and the Timmons Portal reflects the City’s commitment to combining innovative technology with optimized business processes, fostering seamless collaboration between the City, its citizens, developers, businesses, and other stakeholders.

By leveraging Cityworks’ capabilities, the City supports leadership in making informed decisions based on reliable data while equipping staff with tools to enhance productivity and deliver high-quality services to the community.

RESOLUTIONS
a) Resolution No. 2025-115
b) Resolution No. 2025 -115— Exhibit “A”—DRAFT-Cityworks Licensing and Management Agreement

78 Item9.

RESOLUTION NO. 2025-115

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

ESCONDIDO, CALIFORNIA, AUTHORIZING THE MAYOR

TO EXECUTE, ON BEHALF OF THE CITY, A MASTER

SERVICE AGREEMENT WITH AZTEC A SYSTEMS, LLC, A

TRIMBLE COMPA NY FOR THE PURCHASE OF THE

CITYWORKS SOFTWARE AND SUPPORT

WHEREAS, the City of Escondido (“City”) currently us es Cityworks software including Cityworks Asset Management System (“AMS”) and Permitting, Licensing, and Land Management ( “PLL”) platform; and
WHEREAS, the Chief Information Officer recommends the signing of a Master Service Agreement with Azteca Systems, LLC, a Trimble Company for the Cityworks AMS and PLL licensing and support; and WHEREAS, this City Council desires at this time and deems it to be in the best interest to approve signing a Master Service Agreement; and
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 City Council accepts the recommendation of the Chief Information Officer for the purchase of the Cityworks software, licensing and support.

3. That the Mayor and City Clerk are authorized to execute, on behalf of the City, a Master Services Agreement with Azteca Systems, LLC, a Trimble Company which is consistent with the draft attached hereto as Exhibit “A” and incorporated by this reference, for the purchase of Cityworks software licensing and support, and as may be approved and modified by the City Attorney. 79 Item9.

ORDER FORM
Order Date: Date of the last signature below
Trimble Entity Name (“Trimble”)
and Address:

Azteca Systems, LLC, a Trimble company
10368 Westmoor Drive
Westminster, CO 80021 US
Customer Entity Name
(“Customer”) and Address:

Escondido, CA
201 N Broadway
Escondido, CA 92025
Billing Contact Name and E-Mail
Address:

Davina Mays
[email protected]
Is Customer Tax Exempt? Yes or No
Initial Term: 07/01/2025 - 06/30/2026
Validity: This Order Form shall expire on 12/01/2025 (the “Validity Date”). If this Order Form is not executed by the Customer by the Validity Date, Trimble reserves the right to not offer the pricing found in the Order Form.

Miscellaneous: Purchase orders issued by Customer are issued for administrative purposes only; terms and conditions contained in any such purchase order shall be null and void.

Disclaimer. Please be advised that the products associated with this Order Form may no longer be subject to enhancements or maintenance. We urge you to consult the communication sent out concerning Cityworks's Key Update and Timelines for Extended Support and Sunsetting. A copy of the communication can be provided upon request. Customer signs this Order Form under the understanding that the products below are subject to the communication sent out by Trimble.

Post-Termination Customer Data Access. For 30 days from the expiration or termination of the Agreement, Trimble will make Customer Data available to Customer upon request for export or download as provided in the Agreement for the applicable Product. Additional fees may apply.

Licensed Software:

Description Number of Authorized
Users
Annual Term Total
Server AMS Premium Enterprise License Agreement Unlimited Year 1: 07/01/2026 - 06/30/2027 $243,079.20 (ELA), Includes Unlimited Quantities of the Identified
Products: Year 2: 07/01/2027 - 06/30/2028 $255,233.16
Office
Respond
Mobile Native Apps (for iOS/Android) Year 3: 07/01/2028 - 06/30/2029 $267,994.82 --Includes the following Add-ons:

Storeroom
Equipment Checkout
Contracts
Cityworks for Excel
Cityworks Analytics for AMS
eURL (Enterprise URL)
Operational Insights
Resolution No. 2025-115
Exhibit "A"

80 Item9.

Workload
Web Hooks
OpX
CCTV Interface for PACP
Pavement Management
Performance Budgeting
Use of Cityworks AMS Application Programming
Interfaces (APIs) with commercially available Cityworks- centric applications that are
licensed and maintained by authorized Cityworks
partners
Use of Cityworks AMS Application Programming
Interfaces (APIs) with third party system integrations
Server PLL Premium Enterprise License Agreement (ELA),
Includes Unlimited Quantities of the Identified Products:

Office
Respond
Mobile Native Apps (for iOS/Android)
--Includes the following Add-ons:
eURL (Enterprise URL)
Public Access for PLL
Cityworks Analytics for PLL
Use of Cityworks PLL Application Programming Interfaces (APIs) with commercially available Cityworks-centric
applications that are
licensed and maintained by authorized Cityworks
partners
Use of Cityworks PLL Application Programming Interfaces (APIs) with third party system integrations
Unlimited
All Licensed Software is for the indicated term and not perpetual. Annual fee herein is based on 100,001 - 150,000 population range. Trimble reserves the right to adjust the annual fee accordingly to align with the Customer’s actual population range.

Addendums:

1. Trimble General Transaction Terms (the “General Terms”)

2. Supplemental Terms for Software and Subscriptions (the “Software Terms”)

3. Supplemental Terms for Support and Maintenance (the “Support Terms”)

4. Supplemental Terms for Services (the “Services Terms”)

5. Supplemental Terms for Hardware (the “Hardware Terms”)

6. Supplemental Terms for U.S. Public Entities

7. Availability Service Level Agreement; Data Security and Restoration

8. Trimble Certificate of Insurance

TERMS AND CONDITIONS

1. T erms and Conditions . All offerings are made available by Trimble subject to the terms and conditions set forth in this Order and the above referenced Addendums.

2. RENEWALS. This Order may be renewed by mutual written agreement of the Parties.

3. Payment Terms. All fees are due Net 30 from the date of the Trimble invoice. ● Annual Software Subscription: Trimble will invoice:
o Year 1 in the amount of $243,079.20 upon execution of this Order Form; o Year 2 in the amount of $255,233.16 on June 1, 2027; and o Year 3 in the amount of $267,994.82 on June 1 2028.

4. An nual Price Increase. Upon the completion of the Yearly periods found above, Trimble has a right to increase the annual fees by the greater of (a) CPI plus two percent (2%) or (b) eight percent (8%) at each renewal. "CPI" shall mean for all Urban Consumers, the U.S. City Average, for all items, 1982-84
=100 (the “CPI-U”), as published by the Bureau of Labor Statistics, U.S. Department of Labor, and shall be for the prior twelve months as of t
he date the calculation is made. Trimble will use commercially reasonable efforts to notify Customer of the new pricing no later than sixty (60) days prior to the expiration of the prior term.

Resolution No. 2025-115
Exhibit "A"

Item9.

5. Electronic Invoices. Customer hereby consents to the receipt of invoices electronically at the indicated e-mail address(es) and accepts such invoices as if received by mail. Customer's e-mail address may be changed by written notice given by Customer to Trimble at: [email protected].

Customer is responsible for maintaining a current e-mail address and shall under no circumstances be excused from payment of applicable charges by its failure to access its designated e-mail address.

6. Due Authority. By signing below, the signatory represents that he/she (i) is an authorized representative of Customer and (ii) has the authority to legally and functionally commit the Customer.

[Signature Page to Follow]
Resolution No. 2025-115
Exhibit "A"

82 Item9.

ACCEPTANCE
Accepted and agreed:

CUSTOMER:

Signature:

TRIMBLE:

Signature:

Print Name: Print Name: Carlos Abaunza

Title: Title: Sr. Director, Legal

Date: Date:

Resolution No. 2025-115
Exhibit "A"

83 Item9.

Addendum #1
Trimble General Transaction Terms
Version 1.2 (Last updated: May 1, 2024)

Trimble's provision of Offerings is governed exclusively by these Trimble General Transaction Terms (the “General Terms”). The Order, the SOW, these General Terms, any applicable Supplemental Terms, and all other terms referenced or incorporated therein, collectively constitute the “Agreement”. Any conflict or inconsistency in the Agreement will be resolved in the following order of precedence: (1) the Order, (2) any applicable Supplemental Terms, (3) these General Terms, (4) the SOW, and (5) the Documentation.

1. Definitions. Capitalized terms have the meaning associated with them in this Section 1 (Definitions) or with the definition provided elsewhere in the Agreement.

1.1. “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or controlled by or is under common ownership or control with a party, where “ownership” means the direct or indirect ownership of more than fifty percent (50%) of an entity’s outstanding voting rights or other equivalent voting interests.

1.2. “Customer”is the entity or person identified in the Order or SOW.

1.3. “Dispute(s)” means any dispute, claim, or controversy arising from or related to the Agreement.

1.4. “Documentation” means Trimble’s then-current usage guidelines, standard technical documentation, acceptable use policies, support policies, service level commitments, or other policies referenced in the Agreement.

1.5. ”Hardware" means hardware products specified in the Order.

1.6. “High Risk Activities ” means any mission critical, hazardous, strict liability, or other activity(ies) where use or failure of the Offerings could lead to death, personal injury, or physical or environmental damage. Examples of High Risk Activities include, but are not limited to: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, autonomous vehicles, air traffic control, emergency services, or weaponry systems. High Risk Activities do not include utilization of Offerings for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function.

1.7. “Intellectual Property Rights” means any and all right, title and interest in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know -how, trade names, rights in trade dress and packaging, moral rights, rights of privacy, publicity, database rights and similar rights of any type, including any applications, continuations or other registrations with respect to any of the foregoing, under the laws or regulations of any foreign or domestic governmental, regulatory or judicial authority, and the right to sue for, settle and release past, present and future infringement of any of the foregoing.

1.8. “Law(s)” means all applicable local, state/provincial, federal and international laws, rules, regulations, directives, ordinances and conventions, including, but not limited to, those related to data privacy and data transfer, international communications and export of technical or personal data.

1.9. “Licensed Software” means the object code form of Trimble’s proprietary installed software product for deployment on premises or on a device, as well as any Documentation, maintenance releases, and features and functionality enhancements, and application programming interfaces (APIs), in each case as as may be made available pursuant to the Order. For clarity, Licensed Software excludes firmware.

1.10. “Offerings” means Trimble’s Hardware, Software, Services, Support, and other Trimble goods or services specified on an Order or SOW.

1.11. “Order” means the quotation, proposal, sales agreement or similar documents provided by Trimble and accepted by Customer.

1.12. “Services” means any services described in the Order or a Statement of Work, including, without limitation, training, enablement, implementation, configuration, hosting, or content provision.

1.13. "Software" means the Licensed Software and/or Software-as-a-Service specified on an Order.

1.14. “Software-as-a-Service” or “ SaaS” means a Trimble proprietary cloud service, as well as any Documentation, features and functionality enhancements, and application programming interfaces, in each case as may be made available pursuant to the Order.

1.15. “Statement of Work” or “SOW” means a statement of work or similar agreement governing the provision of Services.

1.16. “Supplemental Terms” are any additional Trimble terms and conditions referenced in the Order as “Supplemental Terms.

1.17. “Support” means support and/or maintenance for Software, and as may be further described in the applicable Supplemental Terms, Documentation, or otherwise as specified by Trimble in writing.

1.18. “Trimble” means Trimble Inc. or its Affiliate identified on the Order or SOW, or if none is specified, as set forth in Exhibit A (Trimble Entities; Governing Law; Exclusive Venue/Jurisdiction) based on the applicable Customer location.

1.19. “Trimble IP” means the Offerings, Documentation, and any written and electronic materials, proprietary information, documentation, code, technology, systems, infrastructure, equipment, and trade secrets developed, provided or used by Trimble or its subcontractors to produce and provide the Offerings together with all Intellectual Property Rights therein, together with all modifications, improvements, changes thereto or derivative works thereof, including without limitation:
(a) proprietary electronic architecture and other non-literal elements of the Offerings developed by Trimble, (b) functional and technical specifications and other technical, training, reference or service information, documentation and manuals and updates thereto,
(c) APIs, customized applications and computer programs, Resolution No. 2025-115
Exhibit "A"

Item9.

(d) processes, methods, algorithms, ideas, and other “know how,” (e) data and information provided or sourced by Trimble, (f) Offerings which Customer has the right to use via a subscription, and (g) network equipment and architecture.

2. Orders; Validity. An Order is valid for acceptance by Customer within the period indicated in the Order and if no such period is provided, for thirty (30) calendar days from the issue date. The Agreement is formed by Customer’s execution of the Order. Changes to an Order or belated acceptance by Customer are not valid unless Trimble accepts them in writing, and Trimble’s partial or complete delivery against an Order modified by Customer, or acceptance of payment, shall not be deemed to be an acceptance of the modification. Orders that Customer has accepted cannot be canceled for any reason without Trimble’s prior written consent. Notwithstanding anything to the contrary, while Customer may issue a purchase order or similar document for administrative purposes, no provisions of Customer’s purchase orders, invoices, associated purchase documentation, or other business forms will apply to, modify, supersede or otherwise alter the terms of this Agreement or Customer’s payment obligations thereunder, and any such provisions will be of no force or effect.

3. Payment Terms; Invoicing

3.1. Fees are as set forth in the Order or SOW. Fees do not include applicable sales taxes, value added taxes, goods and services taxes, export or import charges, transportation or insurance charges, customs and duty fees, personal property taxes, surcharges and fees, or similar charges, all of which are Customer’s responsibility to pay. Unless Customer provides Trimble with direct payment authority or a valid exemption certificate for the appropriate jurisdiction, Customer will pay Trimble all such taxes, charges, and fees invoiced by Trimble in connection with the Offerings. Customer will pay any foreign exchange transaction fees and any foreign exchange profits or losses incurred on such transactions.

3.2. Trimble will issue invoices in accordance with the billing frequency stated in the Order or SOW. Customer consents to the receipt of invoices electronically at the email address(es) it provided to Trimble for billing purposes, and accepts such invoices as if received by mail. Customer is responsible for maintaining current email address(es) with Trimble. Trimble’s transmission of an invoice to the provided billing email address(es) (regardless of whether actually received by Customer) shall be considered delivery of that invoice by Trimble. Trimble’s failure to issue an invoice in accordance with this Sectio n 3 (Payment Terms; Invoicing) shall not be deemed to be a waiver by Trimble of its right to receive payment pursuant to the Agreement, but Customer shall not be obligated to make such payment until an invoice for such payment is issued by Trimble to Customer.

3.3. Unless otherwise set forth in the Order or SOW, payments are due net 30 days from the date of invoice. Customer will make payment in the currency indicated on the Order or SOW. Trimble is entitled to offset payments against prior debt balances in Customer's account. Subject to any Laws to the contrary or as otherwise expressly stated in the Agreement, payments are not refundable. No credit, carryover, or refund will be given for any unused Offerings (e.g., services hours, data usage) allocated or available for use during an indicated period of time.

3.4. Delinquent payments not subject to a bona fide dispute will bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable Law. If Customer does not object in writing to an invoiced amount by the invoice due date, Customer will be deemed to have acknowledged the correctness of that invoice and to have waived its right to dispute that invoice. A dispute as to a portion of any invoice or amount owed will give Customer the right to withhold or delay payment of the disputed portion only. Customer will be liable for all costs of collection of past due amounts (including attorneys’ fees).

3.5. Trimble may suspend Customer’s access to or Trimble’s provision of Offerings, as applicable, on five (5) business days prior notice if Customer fails to timely pay any invoice not subject to a bona fide payment dispute or fails to use diligent good faith efforts to resolve a bona fide payment dispute (unless cured during the notice period).

3.6. For any breach of Customer’s payment obligations under any Order(s), Trimble may, without limiting Trimble’s other rights and remedies, declare Customer’s unbilled future fees under any and all Orders immediately due and payable.

3.7. Trimble has the continuing right to review Customer's credit and, if reasonably determined necessary by Trimble, change Customer's payment terms, and may at any time demand advance payment, satisfactory security (such as, but not limited to, a confirmed, irrevocable letter of credit acceptable to Trimble), or a guarantee of prompt payment prior to shipment or service activation.

3.8. Offerings purchased or licensed under Trimble’s United States General Services Administration ("GSA") Schedules are subject to all of the pricing and other terms and conditions described in the applicable GSA Schedule.

4. Term and Termination

4.1. Term for Cause. The term and any renewals thereof applicable for an Offering (collectively, the “Term(s)”) shall be as set forth in the Order, SOW, or Supplemental Terms. Different Offerings may have different Terms.

4.2. Termination for Cause. Either party may terminate the Agreement if the other party (a) fails to cure a material breach of the Agreement (including a failure to pay fees), or fails to provide a written plan of cure reasonably acceptable to the non- breaching party, within thirty (30) days after the non-breaching party’s receipt of written notice specifying such breach or failure, (b) becomes designated by an applicable governmental entity as a business with which a party is prohibited from doing business with (e.g., via governmental sanctions program), or (c) seeks protection under insolvency or comparable proceeding, or if such proceedings are instituted against that party and not dismissed within sixty (60) days.

4.3. Availability of Funds/Termination. For each of the Customer’s fiscal years during the Term of this Agreement the Customer agrees: (a) to seek in good faith appropriations sufficient to cover the Customer’s obligations under this Agreement; and (b) not to use non-appr opriations as a means of terminating this Agreement in order to acquire functionally equivalent products or services from a third party. The Customer reasonably believes, barring unforeseen circumstances or events, that sufficient funds will lawfully be appropriated by its governing body to satisfy its obligations under this Agreement. If the Customer does not appropriate sufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement, the Customer may terminate this Agreement by giving Contractor not less than thirty (30) days’ prior written notice of such non-appropriation for the fiscal year. Trimble is under no obligation Resolution No. 2025-115
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to provide the Service if the Customer lacks funds to pay for it. Upon termination the Customer will remit all amounts due and all costs reasonably incurred through the date of termination and, to the extent of lawfully available funds, through the end of the then-current fiscal period, providing Service will continue through the end of the then-current fiscal period and for the full duration of any subsequent transition period for which funds are available. Upon Trimble’s reasonable request, the Customer will provide Trimble with information as to funding status for its upcoming payment(s).

4.4. Survival. These Sections survive expiration or termination of the Agreement: 1 (Definitions), 3 (Payment Terms; Invoicing),

4.3 (Survival), 6 (Warranty Disclaimers), 7 (Limitations of Liability), 8 (Indemnification), 9 (Confidentiality), 11 (Personal Information; Data Protection), 12 (Miscellaneous), any other provisions identified in any applicable Supplemental Terms referencing this provision, and any other term or provision in the Agreement that applies to events occurring following termination or expiration. Except where an exclusive remedy is provided, exercising a remedy under the Agreement, including termination, does not limit other remedies a party may have.

5. Customer Obligations
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5.1. High Risk Activities. Customer will not use the Offerings for High Risk Activities. Customer acknowledges that the Offerings are not intended to meet any legal obligations for High Risk Activities. Trimble and its suppliers specifically disclaim any responsibility for, and will not be liable in any manner arising from, any use of the Offerings in connection with High Risk Activities.

5.2. Compliance with Laws. Customer shall comply with all Laws in connection with its use or receipt of the Offerings.

5.3. Dependencies and Compatibilities.
(a) Offerings may (i) require certain dependencies, including, without limitation, internet connection, electronic communications, hardware, data connections, operating systems, third -party products and services, other Trimble products and services, satellite signals, etc. (collectively, “Dependencies”), and (ii) allow compatibility and/or interoperability with other products or services made available by Trimble, Customer, or a third party (collectively, “Compatibilities”). (b) Dependencies and Compatibilities may require payment of a separate fee and are governed by their respective terms of service, end user license agreement, or other agreement, and not by the Agreement. Unless otherwise expressly agreed upon by the parties in writing, Customer is responsible for all Dependencies and Compatibilities. Trimble may modify the Offerings from time to time, and Trimble does not guarantee that the Offerings will continue to operate or be compatible with any Dependencies or Compatibilities. Trimble makes no warranty or guarantee, and will have no liability or obligations under the Agreement, with respect to any Dependencies, Compatibilities, or other factors outside of Trimble’s control. (c) Customer represents and warrants that it shall, and shall use best efforts to require any provider of any Dependencies and Compatibilities to: (i) establish and maintain industry standard technical, organizational, physical, and administrative safeguards designed to ensure the security and integrity of the Offerings; and (ii) comply with the security controls, configuration requirements, and access limitations imposed by Trimble, as may be modified by Trimble from time to time.

6. WARRANTY DISCLAIMERS.THE LIMITED WARRANTY TERMS, IF ANY, EXPRESSLY SET FORTH IN ANY APPLICABLE SUPPLEMENTAL TERMS ARE IN LIEU OF ALL OBLIGATIONS OR LIABILITIES ON TRIMBLE’S PART ARISING OUT OF, OR IN CONNECTION WITH, THE OFFERINGS, AT ANY TIME EITHER DURING OR AFTER EXPIRATION OF THE APPLICABLE WARRANTY, AND STATE TRIMBLE’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES RELATING TO THEM. EXCEPT FOR ANY LIMITED WARRANTY TERMS EXPRESSLY PROVIDED IN ANY APPLICABLE SUPPLEMENTAL TERMS, THE OFFERINGS ARE PROVIDED "AS -IS'' AND WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY

KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NONINFRINGEMENT. SUPPLEMENTAL TERMS MAY HAVE ADDITIONAL DISCLAIMERS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATION(S) MAY NOT APPLY OR FULLY APPLY TO CUSTOMER.

7. Limitations of Liability.

7.1. Waiver; Liability Cap.
(a) EXCEPT FOR EXCLUDED CLAIMS, (i) NEITHER PARTY (OR ITS SUPPLIERS) SHALL BE LIABLE FOR DAMAGES FOR LOSS OF

PROFIT OR REVENUE, DATA THAT IS LOST OR CORRUPTED, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF

BUSINESS, LOSS OF GOODWILL, OR ANY SPECIAL, INCIDENTAL, RELIANCE, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND; AND (ii) EACH PARTY’S (AND EACH OF ITS SUPPLIER’S) ENTIRE LIABILITY FOR ANY AND ALL

DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO TRIMBLE DURING THE PRIOR 24 MONTHS UNDER THE AGREEMENT FOR THE APPLICABLE OFFERING(S) GIVING RISE TO THE LIABILITY.
(b) “EXCLUDED CLAIMS” MEANS (i) CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE AGREEMENT, (ii) DAMAGES PAYABLE TO A THIRD PARTY (I.E., NOT AN INDEMNIFIED PARTY) EITHER AWARDED BY A COURT OF COMPETENT JURISDICTION OR

INCLUDED IN A SETTLEMENT AGREED TO BY THE INDEMNIFYING PARTY, WHICH DAMAGES ARE SUBJECT TO A PARTY'S INDEMNIFICATION OBLIGATIONS IN SECTION 8 (INDEMNIFICATION), AND (iii) ANY ADDITIONAL “EXCLUDED CLAIMS” EXPRESSLY IDENTIFIED IN ANY APPLICABLE SUPPLEMENTAL TERMS. (c) THE ABOVE LIMITATIONS OF LIABILITY WILL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF

SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF A PARTY HAS BEEN APPRAISED OF THE POSSIBILITY OF SUCH

DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE ARISING IN BREACH OF ANY ONE OR MORE

WARRANTIES, NON-CONFORMITY, IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY, OR OTHERWISE.
(d) SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OF LIABILITY FOR DEATH, PERSONAL INJURY, FRAUDULENT

MISREPRESENTATIONS, CERTAIN INTENTIONAL OR NEGLIGENT ACTS, VIOLATION OF SPECIFIC STATUTES, OR THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH AN EVENT, THE FOREGOING LIMITATION(S) WILL

NOT APPLY TO THE EXTENT PROHIBITED BY LAW
.

7.2. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 7 (Limitations of Liability) are agreed-upon allocations of risk constituting in part the consideration for Trimble’s performance under the Agreement, and will survive and apply even if any limited remedy in the Agreement fails of its essential purpose.

8. Indemnification. Customer will defend, indemnify, and hold harmless Trimble from and against any and all third- party claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with (a) use or modification of any Offerings in breach of the Agreement, or in any manner not authorized by the Agreement or (b) Customer’s violation of Laws or the rights of a third party. Trimble will give Customer prompt written notice of any claim hereunder and will cooperate in relation to the claim at Customer’s expense. Customer will have the exclusive right to control and settle any claim, except that Customer may not settle a claim without Trimble’s prior written consent (not to be unreasonably withheld) if the settlement requires Trimble to admit any liability or take any action or refrain from taking any action (other than ceasing use of infringing materials). Trimble may participate in the defense of any claim at its expense.

9. Confidentiality.

9.1. Definition. “Confidential Information” means information disclosed to the receiving party under the Agreement that is Resolution No. 2025-115
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designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Trimble’s Confidential Information includes, witho ut limitation, the terms and conditions of the Agreement, and any technical or performance information about the Offerings, including the Documentation.

9.2. Obligations. As a receiving party, each party (a) will protect the confidentiality of the disclosing party’s Confidential Information using the same degree of care it uses for its own information of like importance (but not less than reasonable care), (b) will not share the disclosing party’s Confidential Information with third parties except as permitted in the Agreement or with the disclosing party’s prior written or electronic consent, and (c) will only use Confidential Information to fulfill its obligations and exercise its rights in the Agreement. The receiving party may disclose Confidential Information to its employees, agents, Affiliates, contractors, and other representatives (collectively, “Representatives”) having a legitimate need to know (including, for Trimble, its subcontractors), provided (i) the Representatives are subject to confidentiality obligations no less protective than those in this Section 9 (Confidentiality), and (ii) the receiving party is responsible for any breach of this Section 9 (Confidentiality) by the acts or omissions of its Representatives.

9.3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party or its Representatives, (b) it rightfully knew or possessed on a non-confidential basis prior to receipt under the Agreement, (c) it rightfully received from a third party without obligation of confidentiality, or (d) it independently developed without using the disclosing party’s Confidential Information. (e) Supplemental Terms may have additional exclusions.

9.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which remedies at law (e.g., monetary damages) alone are an insufficient remedy. In the event of such actual or threatened breach by a party, the other party may seek injunctive relief, in addition to other available rights and remedies, for breach or threatened breach of this Section 9 (Confidentiality), without proof of actual damages or the requirement of posting a bond or other security.

9.5. Required Disclosures. Nothing in the Agreement prohibits either party from making disclosures if required by Law or government or court order, provided (if permitted by Law) it notifies the other party in advance and reasonably cooperates in any effort by the other party to obtain confidential treatment. Customer’s compliance with and all confidentiality obligations in this agreement are subject to GC 7920, et seq.

9.6. 10. Intellectual Property Rights.

10.1. Trimble IP. As between the parties, except for any limited usage rights set forth in any Supplemental Terms, Trimble and its suppliers have and will retain all Intellectual Property Rights in and to Trimble IP and all copies, modifications, and deriv ative works thereof. No Intellectual Property Rights are granted by Trimble to Customer except as expressly provided under the Agreement.

10.2. Feedback. Customer may from time to time provide suggestions, comments, or other feedback (collective, “ Feedback”) to Trimble with respect to the Offerings. Both parties agree that all Feedback is and will be given entirely voluntarily, and shall not be considered Confidential Information of Customer. Customer shall not provide any Feedback that is subject to license terms that seek to require any of Customer’s products, technology, service, or documentation incorporating or derived from such Feedback, or any of Customer’s intellectual property to be licensed or otherwise shared with any third party. Customer hereby
grants to Trimble and its Affiliates a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty- free, fully paid up license to use and otherwise exploit the Feedback.

11. Personal Information; Data Protection.

11.1. This Section 11 (Personal Information; Data Protection) applies if Customer is a legal person (i.e., a business or legal enti ty).

All Laws relating to the protection of privacy and data protection are referred to as “ Data Protection Legislation”. “Personal Information” is defined as in the Applicable Data Protection Legislation, or if no definition is provided, any personally identifiable information which is either (a) provided by Customer or on its behalf, or (b) automatically collected through the Offering on Customer’s behalf. “Applicable”, in this context, means the Data Protection Legislation applicable to Customer at Customer’s principal place of business or to Trimble at Trimble’s principal place of business, and such Laws that the parties mutually agree apply.

11.2. Each party will comply with all Applicable requirements of the Data Protection Legislation. This Section 11 (Personal Information; Data Protection) is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the applicable Data Protection Legislation.

11.3. The parties acknowledge that: (a) when performing its obligations under the Agreement, Trimble processes Personal Information on Customer's behalf, except for user registration and software licensing and usage data, for which Trimble acts as responsible party, and (b) the Personal Information may be transferred or stored, and/or accessed from outside of the country where Customer’s principal place of business is located in order to provide the Software and Trimble's other obligations under the Agreement.

11.4. Customer will ensure that it has all necessary appropriate consents and notices in place to enable (a) lawful transfer of the Personal Information to Trimble for the duration and purposes of the Agreement and (b) Trimble to lawfully use, process and transfer the Personal Information in accordance with the Agreement, including on Customer's behalf.

11.5. If the processing of Personal Information by Trimble is subject to the General Data Protection Regulation ((EU) 2016/679) or the Data Protection Act 2018 of the United Kingdom, then, in addition, at the written request of Customer, the parties will execute an applicable data processing addendum, available at https://www.trimble.com/privacy/DPA-TI-EuroSubs (or any successor url). Transfers of Personal Information from Trimble entities located in Europe, acting as data exporter, to Trimbl e entities in the USA, acting as data importer, are governed, for the benefit of Customer, by the Standard Contractual Clauses available at the same url or upon written request to Trimble.

11.6. If the processing of Personal Information by Trimble is subject to US data protection laws, rules or regulations, then the US Resolution No. 2025-115
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Data Processing Addendum for Customer Personal Information (available at Resolution No. 2025-115
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https://dl.trimble.com/www/us_dpa_customer.pdf or any successor url) is herein incorporated by reference.

12. Miscellaneous.

12.1. Assignment. Trimble may assign the Agreement upon notice to Customer. Customer may not assign or transfer the Agreement (by operation of law or otherwise) without the prior written consent of Trimble. Any non-permitted assignment is void. The Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

12.2. Amendments. Trimble may amend the Agreement from time to time with written notice to Customer. Such amendments shall take effect upon the next renewal, if any, of the Agreement, unless Trimble indicates an earlier effective date. If Tri mble requires amendments with an earlier effective date and Customer objects in writing, then Trimble may permit such amendments to take effect upon the next renewal; provided, however, if Trimble declines to permit such later effective date, Customer’s exclusive remedy is to terminate the Agreement with notice to Trimble, in which case Trimble will provide Customer a refund of any applicable pre-paid fees for the terminated portion of the current Term. To exercise this termination right, Customer must notify Trimble of its objections within thirty (30) days after Trimble’s notice of the amended Agreement. Once the amended Agreement takes effect, Customer’s continued use of the Offerings constitutes its acceptance of the modifications. Notwithstanding the foregoing, Trimble may modify Documentation upon written notice to Customer to reflect new features or changing practices, provided that the modifications will not materially decrease Trimble’s overall obligations with respect to such Offering(s).

12.3. Waiver and Severability. No waiver of any provision or breach of the Agreement (a) will be effective unless made in writing, or (b) will operate as or be construed to be a continuing waiver of such provision or breach. In the event any portion of the Agreement is held to be invalid or unenforceable, such portion will be construed as nearly as possible to reflect the origina l intent of the parties, or if such construction cannot be made, such provision or portion thereof will be severable from the Agreement, provided that the invalidity, illegality, or unenforceability in whole or in part of any provision does not affect the validity of other provisions.

12.4. Force Majeure. Neither party will be liable for any default, delay, or non- performance of its obligations under the Agreement (except for payment obligations) due to causes beyond its reasonable control, including, without limitation, strikes, blockades, war, terrorism, riot, internet or utility failures, governmental orders or actions, national or regional emergency, pandemics, or natural disasters, provided that such party promptly notifies the other in writing of such occurrence and uses commercially reasonable efforts to resume performance of its affected obligations as soon as feasible. Delays or failures that are excused as provided in this Section 12.4 (Force Majeure) will result in automatic extensions of dates for performance for a period of time equal to the duration of the events excusing such delay or failure.

12.5. Notices. Any notice or other communication given by either party to the other regarding the Agreement will be deemed given and served when personally delivered or delivered by reputable international courier requiring signature for receipt addressed to the party at its notice address. Notice will be deemed effective upon delivery or refused delivery attempt.

Either party may change its notice address by written notice to the other. Customer's notice address will be the address appearing on the Order or SOW. Trimble's notice address will be the applicable address on Exhibit A (Trimble Entities; Governing Law; Exclusive Venue/Jurisdiction), or if the Trimble entity is not listed there, then on the Order. In addition, any valid notice to Trimble shall include a required copy to: Trimble Inc., Attn: General Counsel - Important Legal Notice, 510 De Guigne Drive, Sunnyvale, CA 94085, USA. Trimble may send operational notices to Customer by email or through the Offering, including, without limitation, modifications of the Agreement or Documentation, suspension, collection, and termination notices related to overdue fees.

12.6. Export Control. Customer acknowledges that the Offerings are subject to export restrictions by the United States government and import restrictions by certain foreign governments. Customer will not, and will not allow any third party to, remove or export from the United States or allow the export or re-export of any part of the Offerings or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S.

Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, Laws of any United States or foreign agency or authority. Customer warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Offerings are further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile t echnology, or for terrorist activity, without the prior permission of the United States government. Customer will defend, indemnify, and hold Trimble harmless against any liability (including attorneys’ fees) arising out of Customer’s failure to comply with the terms of this Section.

Customer’s obligations under this Section 12.6 (Export Control) will survive the termination of the Agreement for any reason whatsoever.

12.7. Anti-Corruption Compliance. Each party, and any third party acting on its behalf, will comply with all applicable United States and international anti-corruption and anti-bribery laws and regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and others (collectively, “Anti- Corruption Laws”). Each party, and any third party acting on its behalf, will not directly or indirectly offer, promise, or give any payment or anything of value to a government official, or any other individual or entity, where the intent is to improperly influence any act or decision of the government official, or other individual or entity, to obtain or retain business or some other benefit or commercial advantage for either party. Each party, and any third party acting on its behalf, also will not solicit or accept any sort of payment or anything of value from anyone, where the intent is to improperly influence any acts of a party or any third party acting on its behalf.

12.8. GSA. Offerings purchased or licensed under Trimble’s United States General Services Administration ("GSA") Schedules are subject to all of the pricing and other terms and conditions described in the applicable GSA Schedule.

12.9. Governing Law and Venue. The sole and exclusive governing Law, j for the Agreement and all Disputes Resolution No. 2025-115
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shall be: the State of California with jurisdiction and venue set in San Diego County, CA, in each case to the exclusion of all othersn. The United Nations Convention on Contracts for the International Sale of Goods and any conflicts of laws provisions giving rise to a different result do not apply. No Dispute may be brought by either party more than one (1) Year after such Dispute accrued, except that an action for nonpayment may be brought within two (2) Years after the due date. Each party hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdiction.

12.10. WAIVER OF JURY TRIAL – UNITED STATES CLAIMS. FOR ANY CLAIM BROUGHT IN A STATE, FEDERAL, OR OTHER COURT IN ANY

JURISDICTION WITHIN THE UNITED STATES, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE

FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING,

CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT BE ENFORCED OR ENFORCEABLE TO THE

EXTENT A WAIVER OF THE RIGHT TO A TRIAL BY JURY IS PROHIBITED BY, OR CONTRARY TO, THE PUBLIC POLICY OF THE STATE IN WHICH SUCH LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM IS FILED.

12.11. Region-Specific Terms. Additional terms and conditions for specified regions are as set forth in Exhibit B (Region-Specific Terms).

12.12. Publicity. Customer agrees that (a) Trimble may issue a press release in the form approved by the parties regarding the parties' entry into the Agreement, and (b) Trimble may identify Customer (including through use of its name and logo) as Trimble’s customer, including on Trimble’s website, and may include Customer in its customer list and marketing materials, but will cease this use upon Customer’s written request.

12.13. Headings; Language. The headings in the Agreement have been inserted for convenience only and shall have no substantive effect. The language of all parts of the Agreement shall in all cases be considered as a whole, according to its fair meaning , and not strictly for or against any of the parties. The parties hereby acknowledge and agree that the language of the Agreement shall be considered jointly drafted.

12.14. Subcontractors. Trimble may use subcontractors in the performance of its obligations under the Agreement, and will be responsible for the acts and omissions of its subcontractors in their performance of Trimble’s obligations in the Agreement.

12.15. No Third-Party Beneficiaries. Except as may be expressly stated in any Supplemental Terms, there are no third-party beneficiaries under the Agreement.

12.16. Independent Contractors. Each party is an independent contractor of, and is not an employee, agent, fiduciary, or authorized representative of, the other party.

12.17. Entire Agreement. The Agreement sets forth the entire understanding between the parties in connection with its subject matter, and supersedes all prior or contemporaneous proposals, communications, agreements, negotiations, and representations, whether written or oral, regarding the subject matter thereof. Any additional, contrary, and/or pre-printed terms or conditions appearing on Customer’s acceptance, orders, or associated purchase documentation are hereby rejected and will be of no effect.

12.18. Counterparts. The Agreement, or portions thereof, may be executed in several counterparts and, if applicable, by each party on a separate counterpart, each of which, when so executed and delivered will be an original, but all of which together will constitute but one and the same instrument. A signature, digital signature, or electronic signature delivered through other means (e.g., email) shall have the same force and effect as an original ink signature.

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Exhibit A
Trimble Entities

Customer Location* Trimble Entity and Notice
Address**

United States
Trimble Inc.
10368 Westmoor Drive
Westminster, CO 80021 USA
Australia Trimble Australia Pty. Ltd.

Deutsche Bank Place Level 5
126-130 Philip St.

Sydney, NSW 2000, Australia
Belgium Trimble Belgium BV,
Geldenaaksebaan 329 3001
Leuven, Belgium
Canada Trimble Canada Corporation
600-1741 Lower Water Street
Halifax, Nova Scotia B3J 0J2,
Canada
Finland Trimble Finland Oy,
Hatsinanpuisto 8,
02600 Espoo, Finland
France Trimble France S.A.S. 1 quai
Gabriel Péri
94340 Joinville-le-Pont, France
Germany Trimble Germany GmbH, Am
Prime Parc 11, 65479
Raunheim Germany
United Kingdom Trimble UK Limited 1 Bath
Street, Ipswich,
Suffolk IP2 8SD
Any other country or
geography not specified
above

Trimble Europe B.V.

Industrieweg 187a, 5683 CC
Best,
The Netherlands

* Customer location is Customer’s billing address specified on the Order, or if none, then the address provided by Customer to Trimble when registering its online account.
** Addresses for Trimble entities not listed shall be as set forth on the Order or SOW. See additional required notice address for Trimble in Section 12.5 (Notices).

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Table of Contents
● Australia
● France
● The Netherlands
● Germany

Australia
Exhibit B
Region-Specific Terms

For Customer who purchase Offerings in Australia, the following provisions apply:
(a) For the purposes of this section, “Australian Consumer Law” means the Australian Consumer Law set out at Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended from time to time, and “Non-excludable Condition” means the consumer guarantees, warranties, rights, or remedies under the Australian Consumer Law that cannot be limited, excluded, restricted, or modified, and to which Customer may be entitled. (b) To the extent permitted by Law, Trimble’s liability in relation to breach of any such Non-excludable Condition shall be limited, at its option, as follows: (i) in the case of the goods, to repairing or replacing the goods, supplying equivalent goods, or paying the costs of repairing or replacing the goods or acquiring equivalent goods; and (ii) in the case of the services, to re-supplying the services or paying the cost of re-supplying the services. (c) Nothing in the Agreement excludes, restricts or modifies any Non-excludable Condition. (d) Nothing in the Agreement is intended to derogate from Trimble’s obligations under the Privacy Act 1988 (Cth) as amended from time to time.
(e) Where Order(s) are a “Small Business Contract” within the meaning of the Australian Consumer Law:
• Trimble shall not accelerate Customer’s unbilled future fees under any Order(s); • Customer’s indemnification obligations under the Agreement are reduced to the extent Trimble’s acts or omissions contributed to or caused the claims, costs, damages, losses, liabilities, and expenses suffered by Customer;
• Trimble’s liability in relation to breach of any Non-excludable Condition will be an Excluded Claim; and • No dispute or legal action arising under the Agreement may be brought by either party more than three years after such cause of action accrued.

France

Section 3.4 is hereby amended and restated to read as follows:

Section 3.4 Late payments will bear interest at the rate of 1.5% per month or the minimum rate allowed by Law (currently three (3) times the legal interest rate), whichever is higher, measured from the date on which the sums concerned became due until the date on which full payment is received. Collection fees of a minimum amount of 40 € will be added in accordance with Article L. 441-10.II of the Commercial Code. Customer will be liable for all other costs of collection of past due amounts (including court costs and attorney's fees incurred by Trimble). If the Customer does not dispute an invoice amount in writing by the due date of the invoice, the Customer shall be deemed to have acknowledged the accuracy of such invoice and waived its right to dispute it. A dispute over part of an invoice or amount due shall entitle the Customer to withhold or delay payment of the disputed part only.

The following is hereby added as Section 7.1 (e ):

(e) EACH PARTY HEREBY HAS AN OBLIGATION TO LIMIT THE DAMAGES IT MAY SUFFER IN THE EVENT OF A BREACH OF ITS OBLIGATIONS BY THE OTHER PARTY.

The Netherlands

The provisions of Section 4.2 (Termination) are the sole grounds for the termination of the Agreement, and to the extent permitted by Law, the right of Customer to rescind the Agreement and claim damages on the basis of statutory Law (including but not limited to sec. 6:265 Dutch Civil Code) is excluded.

THE LIMITATION OF LIABILITY IN SECTION 7 FOR A PERIOD OF 12 MONTHS EXPRESSLY INCLUDES ANY OBLIGATION TO PAY

COMPENSATION UNDER A WARRANTY MENTIONED IN THESE TERMS OR RELATED CONTRACTS OR DOCUMENTS AND THE Resolution No. 2025-115
Exhibit "A"

94 Item9.

RESTITUTION OBLIGATIONS (ONDEDAANMAKINGSVERPLICHTINGEN) AND INDEMNIFY FOR DAMAGES. LIABILITY FOR DEATH Resolution No. 2025-115
Exhibit "A"

95 Item9.

OR PERSONAL INJURY SHALL NOT EXCEED EUR 1.250.000.

The applicability of section 6:227b subsection 1 and section 6:227c subsection 1 of the Dutch Civil Code are excluded in any Agreement between Trimble and any person who is not a consumer.

Germany
If German law applies to this Agreement, the following terms are incorporated into the General Terms:

1. With regards to section 3.4, it is recorded that, according to applicable law and provided that no consumer is the counterparty of the Agreement, the enforceable maximum interest rate is nine (9) percent above the base interest rate. The maximum interest rate applies if the statutory requirements for default (Verzug) are fulfilled.

2. With regards to section Ziffer 4.2 it is clarified that the statutorily available rights to terminate extraordinarily or without notice period remain unaffected.

3. The following applies regarding section 6: Section 6 will not apply. With regards to warranty (Gewährleistung) the relevant provisions of Trimble’s Supplemental Terms apply. In addition, unless this is explicitly agreed in writing, it is not intended that Trimble provides a guarantee that exceeds complements the statutory provisions (gesetzliche Gewährleistung).

4. With regard to paragraph 7 :instead of Section 7 (limitation of liability) only the following provisions apply:
• Trimble is liable for damages of the Customer that were caused intentionally or through gross negligence, that is the result of failure to deliver on an explicit, written guarantee, that is based on a culpable breach of essential contractual obligations (so-called cardinal obligations), that is the result of a culpable injury to health, body or life or for which liability is provided for under the Product Liability Act or another mandatory legal regulation, in accordance with the statutory provisions.
• Cardinal obligations are those contractual obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the customer can regularly rely, and whose violation, on the other hand, endangers the achievement of the purpose of the contract. • In the event of a breach of a cardinal obligation, liability - to the extent that the damage is based solely on slight or normal negligence and does not affect life, limb or health - is limited to damage that typically arises in the context of the delivery of such software as purchased by the customer and must be expected foreseeably. • Any further liability – regardless of the legal basis – of both Trimble and Trimble’s vicarious agents and vicarious agents is excluded.
• If damage to the customer results from the loss of data, Trimble is only liable if the damage could not have been avoided if the customer had normally backed up the data in question.

5. Regarding Section 11 Deviating from Section 11.4, it is agreed that the parties also conclude the DPA linked under https://www.trimble.com/privacy or a successor URL when concluding this Agreement. Upon request, the Customer can request that a signed copy be sent. The transfer of personal data from Trimble facilities in Europe, acting as data exporter, to Trimble facilities in the United States, acting as data importer, is governed by Standard Contractual Clauses, which are available at the same URL or upon written request to Trimble.

6. With regard to clause 12.1 In addition to Section 12. 1, it is stipulated that in the event of a change, the customer is granted an immediate and unconditional right of termination.

7. With regard to clause 12.9.
• The following section applies instead of section 12.9. • Governing Law and Venue; Waiver of Jury Trial. The Agreement and any dispute, claim or controversy arising therefrom shall be governed exclusively by the laws of the jurisdiction applicable to Customer's location as set forth in Appendix A (Trimble Entities; Governing Law; Exclusive Jurisdiction/Venue) under "Governing Law", without Consideration or application of conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply. All claims, matters and disputes arising from the agreement are subject to the customer if the customer is a merchant, a legal entity under public law or a special fund under public law or he does not have a general place of jurisdiction in the Federal Republic of Germany the sole and exclusive jurisdiction and venue set out in Appendix A (Trimble Entities; Governing Law; Exclusive Jurisdiction/Venue) under “Exclusive Jurisdiction/Venue”.
• Regarding paragraph 12.15.Clause 12.15 does not apply.

Resolution No. 2025-115
Exhibit "A"

96 Item9.

Addendum #2
Supplemental Terms for Software and Subscriptions
Version 1.2 (Last Updated: May 1, 2024)

1. Definitions. Capitalized terms not defined herein have the meanings given in the General Terms.

1.1. “Active Project” means any Project on which the Software may be used by Customer during any Annual Subscription Term.

1.2. “Annual Subscription Term” means each 12-month period of a Subscription Term.

1.3. “Anonymized Data” means any data collected in connection with the Offerings (including Customer Data) that has been aggregated and/or de- identified in such a manner that neither Customer nor any of its Authorized Users or any other individual can be identified from the data when it is shared outside of Trimble or its Affiliates.

1.4. “Authorized User” means any employee of Customer and, unless prohibited by Trimble in the Order, Documentation, or any Supplemental Terms, individuals who are contractors or consultants of Customer or employees, contractors, or consultants of Customer’s Affiliates authorized by Customer to access and use the Offerings on Customer’s behalf in accordance with the Agreement, including, without limitation, Section 6.6 (Third- Party Access) and Section 9 (Confidentiality).

1.5. “Correction Services” means subscription-based services that provide GNSS position correction data.

1.6. “Concurrent User” means any type of User authorized by Customer to access and use the Offerings on Customer’s behalf simultaneously at a given point in time.

1.7. “Customer Data” means any information, documents, materials, or other data of any type that is input by or on behalf of Customer into the Offerings or that is created or generated by Customer through Customer’s use of the Offerings, including wi thout limitation information or data that is submitted manually by Authorized Users or through a Third-Party Platform. For clarity, Customer Data expressly excludes Usage Data.

1.8. “Customer Group” means Customer’s business units, Affiliates, or Joint Ventures, if any, listed in the Order that may authorize Authorized Users to use the Offerings on behalf of those business units, Affiliates, or Joint Ventures.

1.9. “Gross Annual Revenue” or “GAR” means Customer's (and Customer Group's, if applicable) income and revenue from all sources, before expenses or taxes, calculated on an annual basis according to generally accepted accounting principles and as reported in company financial statements. The various equivalent definitions may be used interchangeably.

1.10. “Joint Venture” means a business arrangement in which Customer and one or more other third parties agree to pool their resources to accomplish a Project or other commercial enterprise.

1.11. “License Keys” means electronic passwords, authorization codes, or other enabling mechanisms provided for use with the Offerings.

1.12. “Named User” means any type of Authorized User designated by Customer by name or other identifier to access and use the Offerings on Customer’s behalf.

1.13. “Prohibited Data” means any (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (b) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS); (c) information subject to regulation or protection under the Children’s Online Privacy Protection Act or Gramm- Leach Bliley Act, or (d) any other information which is regulated under Laws and is not required for use of the Software for its intended purpose.

1.14. “Project” means the initiation, delivery, operations, and maintenance of a construction project.

1.15. “Provision Date” means the date on which Trimble first provides access to the Offerings. For an Offering bundle comprised of multiple Software, the Provision Date will be the date on which the entire Offering bundle becomes fully provisioned.

1.16. “Subscription” means access to any Software, Support, Correction Services, content, data, or other information, in each case made available for the applicable Subscription Term(s).

1.17. “Support Terms” means the then -current Supplemental Terms for Support and Maintenance available at https://www.trimble.com/en/legal/customer-terms or any successor url.

1.18. “Third-Party Materials” means any third-party data, content, or proprietary software. Third-Party Materials is not part of Software.

1.19. “Project Budget” means the total projected cost allocated to carry out, manage, and complete one or more Active Project(s) over the entire Subscription Term. The various defined terms are equivalent and may be used interchangeably, including in other defined terms.

1.20. “Total Project Value” or “Project Value” means Project Budget divided by the number of Annual Subscription Terms in the Subscription Term (and not any renewal). The various defined terms are equivalent and may be used interchangeably, including in other defined terms.

1.21. “Usage Limitations” means Customer’s authorized scope of use for the Offerings as specified in the applicable Order, Supplemental Terms, or Documentation, which may include any user (e.g., Named User, Concurrent User, etc.), seat, copy, instance, data storage, CPU, computer, field of use, location, project, or other restrictions.

1.22. “Usage Data” means Trimble’s technical logs, data, and learnings about Customer’s use of the Offerings, excluding Customer Data.

2. Generally

2.1 Offerings.
(a) Subscriptions (other than Licensed Software). Customer may access and use the Subscriptions during the Subscription Term only for its internal business purposes in accordance with the Documentation, Usage Limitations, and the Agreement. Unless otherwi se specified by Trimble, any Licensed Software provided with a Subscription is subject to the terms applicable to Licensed Software Resolution No. 2025-115
Exhibit "A"

97 Item9.

under the Agreement.
(b) Licensed Software. Trimble hereby grants Customer a non-transferable, non-sublicensable, non-exclusive license, during Term, to install, copy, and use the Licensed Software on systems or devices under Customer’s control only for its internal business purposes in accordance with the Documentation, Usage Limitations, and the Agreement. Licensed Software is licensed, not sold. Any Licensed Software deployed through hosting services delivered by Trimble are subject to the terms and conditions applicable to Licensed Software.

2.2 Authorized Users. Only Authorized Users may access or use the Offerings. User IDs are granted to individual, named persons, and each Authorized User will keep login credentials confidential and not share them with anyone else. Customer is responsible for its Authorized Users’ compliance with the Agreement and actions taken through their accounts. In the event an Authorized User is no longer authorized to use an Offering on Customer’s behalf, Customer will promptly de-activate such Authorized User’s access. Unless expressly permitted in the Order, Supplemental Terms, or Documentation, Customer may not transfer Authorized User status from one individual to another. Customer will promptly notify Trimble if it becomes aware that any of its Authorized User login credentials have been compromised.

2.3. Restrictions. Customer will not (and will not permit, encourage, or assist anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense the Offerings to a third party; (b) use the Offerings on behalf of, or to provide any product or service outside of Customer’s regular course of business, to, third parties; (c) use the Offerings to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to any element of the Offerings, except to the extent expressly permitted by Law (and then only after providing prior written notice to Trimble); (e) modify or create derivative works of the Offerings or copy any element of the Offerings (other than in connection with making copies of Licensed Software authorized under the Agreement); (f) remove or obscure any proprietary notices in the Offerings; (g) publish benchmarks or performance information about the Offerings, except to the extent expressly permitted by Law;
(h) interfere with the Offerings’ operation or its use by others, circumvent its access restrictions or, without the prior written permission of Trimble, conduct any security or vulnerability test of the Offerings; (i) transmit any viruses or other harmful materials to the Offerings; (j) submit to the Offerings any information that is inappropriate, defamatory, obscene, salacious, or unlawful, or use the Offerings to defame, harass, stalk, threaten, or otherwise violate the rights of others; (k) use the Offerings to advertise, offer to sell or buy goods, or otherwise for business promotional purposes; (l) for Licensed Software, unless expressly permitted in the Order, Supplemental Terms, or the Documentation, use or host any Licensed Software in a virtual server environment, or (m) for Corrections Services, re-broadcast the Corrections Services without the prior written consent of Trimble.

2.4 Free Versions; Trials and Betas. “Free Versions” means any Offerings made available to Customer for use without a fee. “Trials and Betas” means any Offerings or any features thereof made available on an evaluation or trial basis or as an alpha, beta, Labs or other early access offering, in any case free or otherwise. Unless otherwise set forth in the Documentation or the Agreement, Customer may only use Free Versions in a non-production environment and for non-commercial purposes, and Trials and Betas may only be used solely for Customer’s internal evaluation to determine whether to purchase a license or subscription to the Offerings. The evaluation term for Trials and Betas shall be 30 days unless otherwise designated by Trimble in writing. Free Versions and Trials and Betas are optional, and Trimble may cease making available such Offerings at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Trimble may never release, and their features and performance information are Trimble’s Confidential Information. In the event Customer has purchased Services related to any Free Version or Trial and Beta, any unused Services upon any termination or expiration of the applicable term for the Free Version or Trial a nd Beta shall be forfeit. Notwithstanding anything else in the Agreement: (a) Trimble has no obligation to retain Customer Data used with Free Versions and Trials and Betas; (b) Trimble provides the Free Versions and Trial and Betas “AS-IS” with no warranty, indemnity, service levels, or support; (c) Trimble’s liability for Free Versions and Trials and Betas will not exceed US$50, and (d) either party may terminate access to a Free Version or Trial and Beta, for any reason or no reason, immediately upon written notice to the other party.

2.5 Educational Versions. For any version of the Offerings designated as “educational,” or a similar term, Customer may use the Offerings solely for educational purposes - e.g., by an instructor or a student at an educational institution and while engaged in educational work. Such educational versions may not be used (a) by any other person; (b) by any educational institution for any non-educational purposes; or (c) for any for-profit purpose, including professional work or training offered for a fee, or by commercial entities.

2.6 Delivery. Offerings and License Keys, if any, will be delivered by electronic means unless otherwise specified on the applicable Order. Delivery is deemed to occur on the date on which the Offering and License Key, if any, are first made available to Customer.

2.7 Software Activation and Metering; Audits.
(a) Offerings may gather and transmit to Trimble license usage, compliance, and activation data. Customer will not disable, modify, or interfere with the operation of any such functionality of the Offerings. Trimble may use the foregoing information to validate the authenticity of Authorized Users, to confirm Customer’s compliance with the Agreement, to register the Offerings, to monitor and validate compliance with Usage Limitations, for license metering, and to protect Trimble against unlicensed or illegal use of the Offerings. (b) Upon Trimble’s written request, Customer shall certify in writing that its use of the Offerings is in full compliance with the Agreement (including any Usage Limitations). In addition to the other license compliance monitoring rights in the Agreement, Trimble, or its authorized representative, may, upon prior reasonable notice of at least ten (10) days, inspect and audit Customer’s records and use of the Offerings to confirm Customer’s compliance with the Agreement. All such inspections and audits will be conducted during regular business hours and in a manner that does not unreasonably interfere with Customer’s business activities. Customer is responsible for such audit costs only in the event the audit Resolution No. 2025-115
Exhibit "A"

98 Item9.

reveals that the use is not in accordance with the Usage Limitations or other licensed scope of use and for unpaid fees.

Customer shall promptly pay all unpaid fees.

3. Data Usage and Ownership.

3.1 Ownership. Except for Trimble’s limited rights set forth in the Agreement, as between the parties, Customer retains all Intellectual Property Rights in Customer Data. Trimble owns all Intellectual Property Rights in Anonymized Data and Usage Data.

3.2. Limited Usage Rights. Customer hereby grants to Trimble and its Affiliates the non-exclusive, worldwide, irrevocable, royalty- free right: (i) to use Customer Data during the Term to provide the Offerings, Support, and Services to Customer; (ii) to create Anonymized Data; (iii) to use and disclose Customer Data as otherwise permitted pursuant to the Agreement or any written cons ent or instructions of Customer; and, (iv) subject to Trimble’s confidentiality obligations in Section 9 (Confidentiality) of the General Terms and all applicable Data Protection Legislation, to use Customer Data in perpetuity to develop, maintain, and improve the products, software, and services of Trimble or its Affiliates, including, without limitation, analytics, model training, and machine learning.

3.3 Access. Customer will not have access to Customer Data after termination or expiration of the Term, unless otherwise indicated in the Order, Supplemental Terms, or the Documentation, or the parties agree otherwise in writing.

3.4 Confidentiality. In the event of any conflict between the terms of Section 9 (Confidentiality) of the General Terms and this Section 3 (Data Usage and Ownership), the terms of this Section 3 (Data Usage and Ownership) will control.

4. Customer Obligations.

4.1 Dependencies and Compatibilities. If Customer enables Dependencies or Compatibilities with an Offering, Trimble may access and exchange Customer Data with the Dependencies or Compatibilities on Customer’s behalf. Trimble will have no liability or obligations under the Agreement with respect to how any Dependencies or Compatibilities uses or processes Customer Data. If Trimble hosts any Dependency or Compatibilities at Customer’s request, Customer represents and warrants to Trimble that Customer has all rights necessary. Trimble may charge additional fees for such hosting services.

4.2 No Prohibited Data. Customer will not use the Offerings with Prohibited Data. Customer acknowledges that the Offerings are not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Trimble is not a Business Associate as defined under HIPAA.

4.3 Customer Data. Customer is responsible for its Customer Data, including its content, accuracy, and compliance with Laws.

Customer represents and warrants that it has made all disclosures and has all rights, consents, and permissions necessary to use its Customer Data with the Offerings and grant Trimble the rights in Section 3 (Data Use and Ownership), all without violating or infringing Laws, third-party rights (including intellectual property, publicity, or privacy rights), or any terms or privacy policies that apply to its Customer Data. If Customer utilizes data fields available in the Offerings to store data not required for the normal use and operation of the Offerings for their intended purpose, Customer agrees that Trimble is not responsible for, and will not be liable in any manner for such data, and Customer assumes all risks associated with, and agrees to hold Trimble harmless from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) related to or arising from, Customer’s use of data fields to store such data.

4.4 Excluded Claims. In addition to the Excluded Claims stated Section 7 (Limitation of Liability) in the General Terms, the following shall also be Excluded Claims for purposes of the Agreement: Section 10 (Indemnification) of these Software Terms and any breaches of Sections 2.3 (Restrictions) or Section 4 (Customer Obligations) of these Software Terms.

4.5 License Compliance. Customer shall promptly notify Trimble if Customer become aware of (i) any breach of confidentiality obligations regarding the Offerings, or (ii) any infringement (whether actual or alleged) of Trimble's intellectual property rights in the Offerings, or (iii) any unauthorized use of the Offerings by any person, and provide reasonable assistance to Trimble in connection with any suit or proceeding relating to such events.

4.6. Usage Limitations. Customer will comply with all Usage Limitations. If Customer exceeds the Usage Limitations during the Term, Trimble may invoice Customer for the use that exceeded the applicable Usage Limitations at Trimble’s then- current list price, and Customer shall pay in accordance with the Agreement. The parties may also agree on a Usage Limitation adjustment, in whi ch case Customer must sign a new Order and pay the applicable fees.

4.7 Fee Criteria. If the Order states Software is made available based on GAR, Project Budget, Total Project Value, population, specific-department usage, Affiliate-limitations, or similar criteria (any such criteria, the “Fee Criteria”), the fees for that Software are calculated based on that Fee Criteria as of the date of Order issuance by Trimble. Unless otherwise provided the Order, if the Fee Criteria increases by more than 10% during the Subscription Term, (i) Customer shall promptly notify Trimble in writing, (ii) Trimble has the right to adjust such fees based on changes in the Fee Criteria and its then-current list price for that Software (including on a prorated basis for the current term), and (iii) Customer shall pay any applicable additional fees upon receipt of the invoice in accordance with the Agreement. At the request of Trimble, Customer will promptly provide documentation satisfactory to Trimble evidencing Customer’s then-applicable Fee Criteria.

5. Suspension of Access. Trimble may suspend Customer’s access to an Offering, without liability, and in whole or in part, if (a) Customer breaches any Usage Limitations, Sections 2.2 (Authorized Users), 2.3 (Restrictions), 4 (Customer Obligations) or 6.2 (Offering Content); (b) Customer’s account is five (5) business days or more overdue; or (c) immediately if Customer or any of its Authorized Users’ acts or omissions threaten the integrity, availability, or security of the Offerings or Trimble’s systems, products, or infrastructure (provided Trimble will use commercially reasonable efforts to provide Customer with advance notice of such suspension where Trimble determines exigent circumstances do not exist). Trimble will lift such suspension once the related issue or failure is cured to Trimble’s reasonable satisfaction. Fees will continue to apply during the suspension period. Cus tomer may be prohibited from entering new Customer Data or processing or accessing existing Customer Data and data reports during Resolution No. 2025-115
Exhibit "A"

99 Item9.

the suspension period. If Customer attempts to access or manipulate Customer Data utilizing third-party software during suspension, Trimble disclaims and Customer holds Trimble harmless from any responsibility or liability relating to lost or al tered Customer Data or related damages.

6. Certain Features. The following provisions apply to the extent applicable to the Offerings.

6.1 Third-Party Materials. The Offerings may provide Customer with access to Third-Party Materials. Third-Party Materials are not part of the Offerings. To the extent specified by Trimble (including in any Supplemental Terms or Documentation), use of the Third- Party Materials may be subject to additional terms or restrictions (“Third-Party Terms”). Customer is solely responsible for its compliance with any Third-Party Terms, and failure to comply with such terms may result in termination of Customer’s right to access any features of the Offerings that utilize such Third-Party Materials. If no Third-Party Terms are specified, Customer may use Third-Party Materials solely in support of Customer’s authorized use of the Offerings in accordance with the Agreement.

6.2 Offering Content. “Offering Content” shall be any Trimble IP or Third-Party Materials made available as data or information through the Offering, whether included as part of the Offering or as a separate subscription. Any Offering Content that is Trimble IP will be deemed part of the Offering. Any Offering Content that is Third-Party Materials shall be subject to any applicable Third- Party Terms. If no Third-Party Terms apply, then unless otherwise authorized by Trimble in writing or the applicable Documentation, such Third-Party Materials, and any derivative thereof, may only be used or accessed by an Authorized Us er. Third-Party Materials will be used solely for Customer’s internal purposes during the Term and must be accessed pursuant to a manual Authorized User request. Customer will not: (i) access, extract, or download any Third-Party Materials, or portions thereof, in batch or en masse by any means; (ii) use any device, software, or routine to bypass any hardware or software that prohibits volume requests for information; (iii) sell, offer to sell, rent, sublicense, or transfer any copies of theThird-Party Materials, or portions thereof, to a third party or allow a third party to use the Third-Party Materials; (iv) use the Third-Party Materials to develop services or products for sale or include any portion of the Third-Party Materials in any product or service; (v) use any portion of the Third-Party Materials to create a competitive service, product, or technology; (vi) recreate the Third-Party Materials or create otherwise a separate database or other repository of Third-Party Materials; (vii) use Third-Party Materials to train, augment, or correct another database or information repository; (viii) unless other specified in the Documentation, permit any individual other than an Authorized User to access or use the Offering Content and any derivative thereof, or (ix) make any portion of the Third -Party Materials available to the public in any manner. Upon notice from Trimble and/or any termination or expiration of the Term, Customer will immediately cease using and delete/destroy all electronic and physical copies of Third-Party Materials.

6.3 Open Source. The Offerings may incorporate third- party open source software (“Open Source”), as listed in the Documentation or otherwise made available by Trimble. To the extent the terms of the Open Source license prohibit the terms of the Agreement from applying to the Open Source, the terms of the Open Source license will apply to the Open Source on a stand-alone basis instead of the Agreement.

6.4 Third-Party Application Stores.
(a) Purchase from Application Store. If Customer obtains the Offering (or portions thereof) through a third-party application store, marketplace, or other site or service (each, an “Application Store”), such Application Store is considered a reseller. All fees are non- refundable once paid. Customer’s download of the Offering may be subject to other terms as specified by the operator of the Application Store from which Customer downloaded the Offering. (b) Apple-Specific Terms. If Customer downloaded the Offering from Apple Inc.’s (“Apple”) Application Store, the following terms are part of the Agreement. The Agreement is between Customer and Trimble, and not with Apple. However, as required by Apple, Apple and its subsidiaries will be third-party beneficiaries of the Agreement and will have the right (and will be deemed to have accepted the right) to enforce the Agreement against Customer as a third-party beneficiary. To the maximum extent permitted by Law, Apple will have no warranty obligation with respect to the Offering, and, as between Apple and Trimble, any other claims, losses, liabilities, damages, costs, or expenses attributable to a failure to conform to a warranty will be Trimble’s responsibility.

Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Offering. As between Trimble and Apple, Trimble is solely responsible for the Offering and for addressing any claims Customer or any third parties have about the Offering or Customer’s possession or use of the Offering, including without limitation (i) product liability claims; (ii) any claim that the Offering fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. In the event of any third-party claim that the Offering or Customer’s possession or use of the Offering infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement, or discharge of such claim.

6.5 Security for SaaS or Hosting Services for Licensed Software. This Section 6.5 (Security for SaaS or Hosting Services for Licensed Software) applies to Offerings that are SaaS or hosting services for Licensed Software. During the Term, Trimble or its third party hosting provider(s) will use commercially reasonable efforts to establish and maintain reasonable administrative, physical, and technical safeguards designed to protect (a) the security, confidentiality, and integrity of Customer Data; (b) against anticipated threats or hazards to the security, confidentiality, and integrity of Customer Data; (c) against unauthorized access to or use of Customer Data; and (d) against unlawful processing, accidental destruction, or loss of Customer Data. In the event Trimble is not in breach of the foregoing obligations and an unauthorized third party nonetheless gains access to the Customer Data, such disclosure of Customer Data in such circumstances shall not be a breach of Section 9 (Confidentiality) of the General Terms. In the event of any conflict between the terms of Section 9 (Confidentiality) of the General Terms and this Section 6.5 (Security for SaaS or Hosting Services for Licensed Software), the terms of this Section 6.5 (Security for SaaS or Hosting Services for Licensed Software) will control.

6.6 Third-Party Access.
(a) Generally. Customer authorizes Trimble to grant access to its instances of the Offerings and share Customer Data with any third- party Authorized Users or as otherwise instructed by Customer. Customer is solely responsible for such third-parties’ compliance Resolution No. 2025-115
Exhibit "A"

100
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with the Agreement and for any and all acts or omissions of any such third parties. Such third parties are considered Representatives, as that term is defined and used in Section 9 (Confidentiality) of the General Transaction Terms. Such third parties are not intended third-party beneficiaries under the Agreement. Trimble shall have no liability for any act or omission of any such third party, including by way of access or use of the Offerings or Customer Data. Such third-party access or use of the Offerings must be solely and exclusively for the benefit of Customer (or its Affiliates, if applicable), and any other purpose is prohibited. For clarity, as between Customer and any such third parties, any data or other information uploaded by such third party to the Of ferings on Customer’s behalf will be deemed Customer Data of Customer. (b) Customer as a Third-Party. In the event that Customer is invited to access an Offering as a third party, any data or other information uploaded by Customer on behalf of such third party shall be deemed “Customer Data” of such third party.

7. Support. If Customer is eligible for Support and pays any applicable fees, Trimble will make such Support available in accordance with the Support Terms or as Trimble may otherwise expressly provide in writing. Unless otherwise set forth in writing by Tri mble, Support is not available for Free Versions or Trials and Betas.

8. Term and Termination.

8.1 Perpetual License. If Customer purchases a perpetual license to Licensed Software, Customer’s license to the Licensed Software will continue in perpetuity subject to the terms and conditions of the Agreement. Support for Licensed Software is purchased separately unless otherwise indicated by Trimble in writing or on an Order.

8.2 Subscriptions.
(a) Subscription Term. If Customer purchases access to a SaaS or a license to Licensed Software for a limited period of time, the duration of the initial term and any renewals are as set forth in the Order (collectively, the “Subscription Term(s)”). Notwithstanding anything to the contrary in the Order, the start date for each Subscription Term for each Offering will begin on the Provision Date for that Offering. For clarity, each Offering may have a different Provision Date. (b) Additional Subscriptions. If Customer previously purchased one or more Subscriptions for a particular Offering (“Existing Subscription(s)”) and subsequently purchases one or more additional Subscriptions (for any Offering) while the Existing Subscription(s) is in effect (the “ Additional Subscription(s)”), the duration of the Subscription Term for the Additional Subscription will be as set forth in the Order. Unless otherwise set forth by Trimble in writing, all Customer’s Subscriptions shall have the same end date and Trimble may invoice all fees for all such Subscriptions on a single invoice.

8.3 Effect of Termination. Upon expiration or termination of the Agreement or the Order, Customer’s right to use the Offerings will cease and Customer will immediately cease any and all use of and access to the Offerings and will delete (or, upon request, r eturn) all copies of any Offerings. At the disclosing party’s request upon expiration or termination of the Agreement, the receiving party will delete all of the disclosing party’s Confidential Information (excluding Customer Data, which is addressed in Section 3 (Date Usage and Ownership)). Customer Data and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to the Agreement’s confidentiality restrictions.

8.4 Survival. In reference to Section 4.3 of the General Terms (Survival), the following Sections of these Software Terms survive any expiration or termination of the Agreement: 1 (Definitions), 2.3 (Restrictions), 3.1 (Data Usage and Ownership), 4 (Customer Obligations), 8.3 (Effect of Termination), 8.4 (Survival), 9.3 (Additional Disclaimers), and 10 (Indemnification). Except where an exclusive remedy is provided, exercising a remedy under the Agreement, including termination, does not limit other remedies a party may have.

9. Warranties and Additional Disclaimers.

9.1 Limited Warranty. Subject to the Agreement and any mandatory Laws to the contrary, Trimble warrants to Customer that during the Warranty Period, the Offerings will perform materially as described in the Documentation. The “ Warranty Period” is (a) 90 days for Licensed Software licensed on a perpetual basis, and (b) for the duration of the applicable Subscription Term, for any Subscriptions. Notwithstanding the foregoing, Trimble makes no warranties with respect to Correction Services, which are prov ided as-is and as-available.

9.2 Warranty Remedy.
(a) If the Offering fails to conform to Section 9.1 (Limited Warranty) during the Warranty Period, Customer may make a reasonably detailed warranty claim within 30 days of discovering the issue. For any such claims reported by Customer within such period that Trimble determines are valid, Trimble will correct such non-conformity by issuing corrected instructions, a restriction, or a bypass, or by replacing the Offerings, at Trimble’s option. Subject to any mandatory Laws to the contrary, these procedures are Customer’s exclusive remedy, and Trimble’s entire liability, for the failure of the Offerings to conform to the warranty in Section 9.1 (Limited Warranty). (b) The foregoing limited warranty only applies if and to the extent that (i) any Offering associated with the warranty is properly and correctly installed, configured, interfaced, maintained, stored, and operated in accordance with the Documentation, and (ii) any Offerings associated with the warranty is not modified or misused. The foregoing limited warranty does not apply to (1) issues caused by unauthorized use or modifications; (2) unsupported or unauthorized versions of any Offerings; (3) operating the Offerings under any specification other than, or in addition to, the Documentation; (4) issues in or resulting from Dependencies, Compatibilities, or third-party systems, products, or services; or (5) Free Versions, Trials and Betas or other similar versions.

9.3 Additional Disclaimers. Trimble makes the following disclaimers in addition to Section 6 (Warranty Disclaimer) in the General Terms.
(a) General. TRIMBLE MAKES NO EXPRESS WARRANTY THAT CUSTOMER’S USE OF THE OFFERINGS WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER MALWARE OR PROGRAM LIMITATIONS; THAT TRIMBLE WILL REVIEW CUSTOMER Resolution No. 2025-115
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DATA FOR ACCURACY; OR THAT TRIMBLE WILL MAINTAIN CUSTOMER DATA OR OTHER DATA WITHOUT LOSS. TRIMBLE IS NOT LIABLE

FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET, SATELLITES, ELECTRONIC COMMUNICATIONS, OR OTHER SYSTEMS OUTSIDE TRIMBLE’S CONTROL. TRIMBLE WILL NOT BE LIABLE IN ANY MANNER FOR THE OUTPUT OBTAINED THROUGH USE OF THE OFFERINGS OR CUSTOMER’S RELIANCE ON SUCH OUTPUT. CUSTOMER IS RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT, AND CONTROL OF CUSTOMER’S USE OF THE OFFERINGS. THIS RESPONSIBILITY INCLUDES THE

DETERMINATION OF APPROPRIATE USES FOR THE OFFERINGS AND THE SELECTION OF THE OFFERINGS TO ACHIEVE INTENDED RESULTS. ANY FORMS, POLICIES, OR OTHER MATERIALS PROVIDED BY TRIMBLE THROUGH THE OFFERINGS OR DOCUMENTATION ARE NOT INTENDED AND SHOULD NOT BE RELIED UPON AS LEGAL ADVICE OR LEGAL OPINION. CUSTOMER SHOULD CONSULT ITS OWN LEGAL COUNSEL REGARDING THE USE OF ANY SUCH MATERIALS. CUSTOMER IS ALSO RESPONSIBLE FOR ESTABLISHING THE

ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY OUTPUT OF THE OFFERINGS. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.
(b) Correction Services Disclaimers. Customer acknowledges that the Correction Services and related network access are subject to transmission limitations caused by a variety of factors such as atmospheric conditions, topographical obstructions, limitations or lack of coverage of the underlying carrier service and other natural or manmade conditions. Additionally, motor and ignition noise, metal shielding, and interference by users of the same or adjacent radio channels may limit or interfere with Correction Services. Trimble is not responsible for the operation or failure of operation of GNSS satellites or the availability of GNSS satellite signals.
(c) Third-Party Materials. Third-Party Materials are provided “AS IS” and Customer assumes all risk and liability regarding any use of (or results obtained through) Third-Party Materials. Trimble and its suppliers make no warranty or guarantee with respect to any Third- Party Materials, including regarding their accuracy or continued availability or compatibility. (d) Dependencies and Compatibilities. Trimble makes no warranty or guarantee with respect to any Dependencies, Compatibilities, or other factors outside of Trimble’s control, including their continued availability or compatibility. (e) Prohibited Data. Trimble and its suppliers specifically disclaim any responsibility for, and will not be liable in any manner arising from, any use of the Offerings in connection with Prohibited Data.

10. Indemnification. Customer will defend, indemnify, and hold harmless Trimble from and against any and all third -party claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or in conne ction with (a) any Customer Data, Dependencies, or Compatibilities, or (b) Customer’s breach of Sections 2.3 (Restrictions), 4 (Customer Obligations), 6.1 (Third-Party Materials), 6.2 (Offering Content), or 6.4 (Third-Party Application Stores) (each, a “Claim”). Trimble will give Customer prompt written notice of any Claim and will cooperate in relation to the Claim at Customer’s expense. Customer will have the exclusive right to control and settle any Claim, except that Customer may not settle a Claim without Trimble’s prior written consent (not to be unreasonably withheld) if the settlement requires Trimble to admit any liability, pay any amounts or take any action or refrain from taking any action (other than ceasing use of infringing materials).

Trimble may participate in the defense of any Claim at its expense.

11. Government End-Users. Elements of the Offerings are commercial computer software. If the user or licensee of the Offerings is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Offerings or any related documentation of any kind, including technical data and manuals, is restricted by the terms of the Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Offerings were developed fully at private expense. All other use is prohibited.

12. Region-Specific Terms - France. Solely for purposes of Customers who’s billing address is in France, the following shall apply:

Prohibited Data included any patient, medical or other protected health information regulated by the French Public Health Code and the GDPR; and Customer’s grant of rights in Section 3.1 (Generally) shall be for so long as the Customer Data is protected by intellectual property law.

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Addendum #3
Supplemental Terms for Support and Maintenance
Version 1.0 (Last Updated: April 3, 2023)

Capitalized terms not defined herein have the meanings given in the General Terms and the Software Terms.

1. Scope. Provided that Customer has paid the applicable fees, Trimble shall provide the Support described in these Support Terms during the Maintenance Term (as defined below). The “ Maintenance Term” shall be: (a) for Support for SaaS or Licensed Software licensed for a limited term, the applicable Subscription Term, and (b) for Support for Licensed Software licensed on a perpetual basis, the term specified in the Order, or if not specified, for a period of one (1) year.

2. Support.

2.1 During the applicable Maintenance Term, Trimble shall use reasonable efforts to correct or provide a workaround for any reproducible programming error in the Software attributable to Trimble with a level of effort commensurate with the severity of the error, as reasonably determined by Trimble. Upon identification of any programming error, Customer shall promptly notify Trimble of such error and shall provide Trimble with enough information to reproduce the error, including a listing of output and any other data that Trimble may reasonably request in order to reproduce the error and operating conditions under which the error occurred or was discovered. Trimble shall not be responsible for correcting any errors not attributable to Trimble.

2.2 For certain Software, Trimble may provide additional or different support services or procedures as set forth in the applicable Documentation, support handbook, or other written documentation provided by Trimble, if any (collectively, the “Additional Support Documentation”). If there is any conflict between these Support Terms and such Additional Support Documentation with respect to the description of support services, requirements or procedures, the provisions of such Additional Support Documentation will prevail. Customer agrees and acknowledges that Trimble may use third parties to provide Support on its behalf. Customer expressly consents to Trimble permitting such third parties to access Customer’s information and data to perform the Support for Customer.

3. Licensed Software Updates and Upgrades. During the applicable Maintenance Term, Customer shall be entitled to receive all upgrades and updates to the Software that are publicly released by Trimble. The contents and timing of all upgrades and updates will be decided by Trimble in its sole discretion. Any such updates and upgrades will be deemed to be “Software” and licensed under the terms and conditions of the Agreement, including any applicable software end user terms or license agreement. Updates and upgrades exclude (a) new versions of the Software (e.g., a change to the left of the decimal in the version number [e.g., 1.x to 2.x] or otherwise designated by Trimble), and (b) any separate modules and other functionality for which Trimble charges a separate fee.

4. Limitations and Exceptions. The following matters are not covered (and Trimble will not have any obligations with respect to such matters) pursuant to these Support Terms:

4.1. Any Software for which applicable fees have not been paid;

4.2. Any problem resulting from the misuse, improper use, alteration, or damage of the Software;

4.2. Any problem resulting from improper or inadequate installation, maintenance, or storage of the Software;

4.3. Any problem caused by modifications of the Software not made or authorized by Trimble;

4.4. Any problem resulting from any hardware or software in either case not developed or supported by by Trimble, including, without limitation:
any computers, tablets, disk drives, operating systems, network hardware or software, database, or any other hardware or third-party software;

4.5. Any problem resulting from the combination of the Software with other programming or equipment to the extent that such combination has not been approved by Trimble; and

4.6. Errors in any version of the Software other than the most recent release, provided that Trimble will continue to provide Support for superseded releases for a reasonable period (not to exceed ninety (90) days).

Support excludes on-site visits, installation and training, file conversion, optional products and services, directories, consulting services, shipping charges, or any recommended hardware.

5. Termination or Expiration. Support will automatically terminate with respect to any Software that is no longer licensed for use as a result of expiration or termination of the Agreement, or replacement of the applicable Software with new releases.

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Additional Support Documentation

Version 1.1

1. Generally.

1.1. Trimble shall use the applicable level of effort to correct or provide a workaround for any reproducible error in the Offering attributable to Trimble commensurate with the severity of the error, as reasonably determined by Trimble in accordance with Section 3 (Severity Priority Levels) below.

1.2. For certain Offerings as set forth in Section 2 below, Trimble may provide a customer support portal (the “Support Portal”), which may allow Customer to submit support requests, report issues, view case histories, search the general knowledge database, and other features, as applicable. In the event of any conflicts between the terms set forth herein and any set forth in the applicable Supportal Portal, the terms herein shall govern.

1.3. For certain Offerings as set forth in Section 2 below, Trimble will provide support to Customer only by communication with the contacts designated by Customer in the Support Portal or otherwise as instructed by Trimble (each, a " Authorized Support Contact "). Customer may update Authorized Support Contact(s) from time to time as instructed by Trimble. Trimble may require the Authorized Support Contact(s) to have the relevant technical knowledge regarding the Offerings necessary to assist Trimble as needed.

1.4. Upon identification of any error that cannot be resolved by Customer as first line of support (e.g., via the Support Portal, its internal staff, etc.), then Customer (through its Authorized Support Contact(s)) shall promptly notify Trimble of such error and shall provide Trimble with enough information, assistance, and cooperation to reproduce the error, including a listing of output and any other data that Trimble may reasonably request in order to reproduce the error and operating conditions under which the error occurred or was discovered. Trimble shall not be responsible for correcting any errors not attributable to Trimble.

2. Support Portals. Support portals with information about reporting and general availability are described below.

Offering

Support Portal*
Authorized
Support Contacts
Only?**
Cityworks https:mycityworks.force.com Yes
* Additional phone numbers and hours of availability for contacting Trimble with support requests may be listed in the Support Portal.
** For any Products that do not require an Authorized Support Contact, any Authorized User of Customer may contact support. *** Authorized Users of e-Builder Enterprise Government Edition may submit support requests by phone (866-254-1531) or email ([email protected] ). Hours of operation are Monday through Friday 8:00 AM to 6:00 PM Eastern Time. Non-urgent and after-hours support requests should be submitted via email. All support requests submitted via email must include the following information: 1) Authorized User name and email address, 2) Phone number, 3) Account Name, and 4) Brief description of the iss ue. e- Builder Community and Salesforce are not currently available for the Government Edition.

3. Severity Priority Levels. As soon as reasonably practicable after Customer submits the relevant case information, Trimble will collect additional information and categorize the issue into one of four classifications as set forth below in good faith. Upon Customer submission of the case information, Trimble will use commercially reasonable efforts to issue a Response (as defined below) by the indicated target response goal set forth below. Once the priority level is determined, Trimble will use the level of effort for resolution described below.

Priority Level* Priority Criteria Target Response
Goal**
Level of Effort for Resolution
P1 most urgent and impactful ½ hour Trimble and Customer will prioritize any reasonably available resources to resolve
the situation or identify a work around.

P2 urgent and impactful, but usually has
an acceptable temporary
workaround
½ hour Trimble and Customer will prioritize any
reasonably available resources during
standard business hours to resolve the
situation or identify a work around.

P3 important, but not urgent and
impactful
4 hrs Trimble and Customer will use generally
available resources during standard
business hours to resolve the situation or
identify a work around.

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P4 a low priority, informational, or an
enhancement request
24 hrs Trimble and Customer are willing to use
generally available resources during
standard business hours to provide
information or assistance.
* See Priority Matrix and definitions below. The main factors in determining priority level are urgency and impact. Trimble will also consider in good faith any additional relevant facts and circumstances in consultation with Customer that may result in a mutually agreed upon change in priority level.
** The use of the term “hour(s)” refers to business hours based on Trimble’s regular business schedule, and excludes nights, weekends and locally- observed holidays (e.g., 24 hrs equals 3 business days at 8 hrs a day). “Response” means acknowledgment of the issue via the creation of a case number. Determination of priority level will occur as soon as practicable thereafter.

Priority matrix
Impact
Widespread Large Localized Individualized
Urgency Critical P1 P1 P2 P2
High P1 P2 P2 P3
Medium P2 P3 P3 P3
Low P4 P4 P4 P4

Definitions
Impact
Impact is a measure of the number of users,
sites, or devices affected.

Widespread. More than three quarters of users or devices are affected.

Large. (1) Multiple sites are affected or (2) between one-half and three-quarters of users or devices are affected.

Localized. (1) A single site is affected or (2) less than one half of users or devices are affected.

Individualized. A single or a small number of users or devices are affected.

Urgency Urgency is a measure of the severity of the issue on the Customer’s operations.

Critical. Use of Offering as a whole or core functionality is stopped with no work around and with severe immediate impact to the Customer’s operations (e.g., outage).

High. Use of Offering as a whole or core functionality is severely degraded or a work around is available, and with immediate impact to the Customer’s operations.

Medium. Use of Offering or any functionality is not working as expected, and can be addressed through education, training, work around, work order, or a future enhancement.

Low. All other requests that are not the above.

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4. Additional Limitations and Conditions.

(a) Unless otherwise expressly provided by Trimble in writing, Trimble does not support: (i) use of the Offering in a manner other than as authorized in the Agreement; (ii) conversions of Customer’s databases to accommodate new hardware or software, (iii) Customer Data debugging or manipulation, (iv) recurring support issues where Customer failed to initiate corrective actions previously recommended by Trimble or to provide information requested by Trimble, (v) implementation, report creation, onsite support, customizations (e.g., scripting or integration), or assistance with server migrations are not included as part of Support, but such services but may be purchased separately, (vi) any Offering where Customer has failed to meet its obligations with respect to the Agreement, including, without limitation, as set forth below.
(b) Customer must (i) require its personnel to obtain adequate training to operate the Offering, (ii) if required by Trimble for the particular Offering, designate Authorized Support Contacts who will submit all support cases to Trimble, (iii) provide internet and/or network access for Trimble when requesting support; and (iv) provide all information and assistance reasonably requested by Trimble related to t he support request.
(c) For Licensed Software not hosted by Trimble, Customer is responsible for (i) securing the server environment, local network, and system security and protocols, including having staff qualified to assume responsibility for management administration and support f or Customer’s hardware, database, and any Third-Party Materials, Dependencies, or Compatibilities, (ii) maintaining regular and frequent data backups, and recovering such data if necessary from backups maintained by Customer, (iii) establishing a secure method of access to Customer’s network as well as maintaining security protocols for Customer’s network; and (iv) incorporating Releases and any associated data migration. (d) If any Customer support request is subject to any of the foregoing, then Trimble reserves the right to impose support fees at its then standard commercial time and materials rates for all such services, including pre- approved travel and per diem expenses to be reimbursed consistent with Customer’s policies. Trimble will notify Customer in advance of incurring any such fees.

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Addendum #4
Supplemental Terms for Services
(Training, e-learning content, implementation, configuration, and other services) Version 1.0 (Last Updated: April 3, 2023)
Capitalized terms not defined herein have the meanings given in the General Terms.

1. Generally. Trimble or its authorized service providers will use commercially reasonable efforts to provide Services to Customer as described in an Order or SOW. Any changes in scope must be made in writing and approved by authorized representatives of Customer and Trimble.

2. Training and E-Learning. For any Services consisting of delivery of training or e-learning (e.g., videos, manuals, etc.), any content made available by Trimble shall not be deemed a Deliverable (as defined below), notwithstanding anything in an Order or SOW to the contrary, and no Intellectual Property Rights therein are assigned or transferred to the Customer. Unless an Order or Documentation states otherwise, prepaid training and e-learning content will expire if not completed within six months from the effective date of the Order or SOW. Trimble reserves the right to reschedule training if it determines in good faith that attendance is not sufficient or the originally scheduled time or location are no longer feasible. If the Order states a date that Services must be completed by, such date is presented for illustrative purposes. The actual completion date for such Services will be provided on the invoice.

3. Customer Materials. Customer shall provide Trimble with reasonable access to Customer’s technical data, computer programs, files, documentation, and/or other materials (collectively, “Customer Materials”) and to Customer’s resources, personnel, equipment, and facilities to the extent necessary for the performance of Services. Client will be responsible for, and assumes the risk of any problems resulting from the content, accuracy, completeness, competence, or consistency of Customer Materials or its personnel. To the extent that Customer does not timely provide the foregoing access required for Trimble to perform the Services, Trimble shall be excused from performance until such items or access are provided. Customer hereby grants Trimble a limited and revocable right to use the Customer Materials for the purpose of performing the Services. Customer owns and will retain ownership (including all intellectual property rights) in the Customer Materials.

4. Customer Premises. Customer shall provide Trimble with safe access to Customer’s premises as reasonably required for Trimble to perform the Services, if onsite performance of Services is needed and agreed to by Customer. Trimble personnel shall comply with the reasonable written rules and regulations of Customer related to use of its premises, provided that such written rules and regulations are provided to Trimble prior to commencement of the Services.

5. Customer Dependencies. Customer is responsible for taking all actions identified or described in the Agreement which are a condition for Trimble to provide Services. Should Customer’s failure to take such actions result in a delay of Trimble against a delivery schedule, or result in additional provable costs incurred by Trimble, Trimble shall not be considered to be delayed in its obligations, and Trimble shall be entitled to payment of such additional costs.

6. Deliverables. “Deliverable(s)” shall mean any Trimble deliverables as expressly set forth on a SOW or Order. Trimble hereby grants Customer a worldwide, royalty -free, non-exclusive license to use the Deliverables for its internal business purposes in connection with the Offerings associated with such Deliverables and only for the period of time that Customer has ownership or authorized use of such Offerings. Unless expressly stated otherwise in the applicable Order or SOW, Trimble owns and will retain ownership (including all intellectual property rights) in and to the Deliverables (excluding any Customer Materials) and any modifications, improvements, and derivative works thereof (including to the extent incorporating any Feedback). If the parties have agreed that Trimble will assign ownership of Deliverables to Customer, the relevant SOW must set forth the terms and conditions regarding such assignment.

7. Limited Warranty. Trimble will perform Services in a professional and workmanlike manner. If notified of a non-conformity within ten (10) days of delivery of the applicable Services, and if Customer provides a sufficiently detailed justification to Trimble to allow Trimble to identify the non-conforming Services, Trimble will, as its sole liability and obligation for failure to provide Services meeting this warranty, either (a) re-perform the non-conforming Services at no additional cost to Customer, or (b) issue a credit for any Services which Trimble identifies as non-conforming.

8. Travel Expenses. Trimble will invoice Customer for reasonable and pre- approved out-of-pocket travel expenses incurred in connection with performing Services. Expenses may be invoiced separately from fees and may include, but are not limited to, airfare and other transportation, lodging, and incidentals. Expenses may also include meals reimbursable per a flat per diem rate, available upon request.

9. Other Offerings. These Services Terms only apply to Services, and not to any other Offerings, even if such other Offerings are referenced in an Order or SOW. For clarity, all such other Offerings shall not be considered a Deliverable hereunder, and the provision thereof shall be governed by one or more separate agreements between Trimble and Customer.

10. Non-Solicitation. During the Term and for a period of 12 months thereafter, Customer, shall not, directly or indirectly, solicit, hire, engage, or attempt to do any of the foregoing, any person who was an employee or independent contractor of Trimble who provided Services to Customer, without Trimble’s express prior written consent.

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Addendum #5
Supplemental Terms for Hardware
Version 1.0 (Last Updated: April 3, 2023)
Capitalized terms not defined herein have the meanings given in the General Terms.

1. Delivery. Delivery times for Hardware are established when an Order is received and accepted by Trimble. Trimble will use commercially reasonable efforts to meet Customer’s requested delivery dates, unless Customer is in default under the Agreement or Trimble’s performance is otherwise excused (e.g., force majeure, etc.). Late delivery is not a basis for Customer’s cancellation of any Order.

Title and risk of loss or damage to the Hardware will pass to Customer upon delivery to Trimble’s shipping carrier..

Trimble will deliver any shipment FCA (Incoterms 2020) from its warehouse. Customer will pay or reimburse Trimble for all costs of carriage, freight, insurance (if applicable), taxes, duty and other related shipping charges. Trimble may fulfill its delivery obligations for Hardware through an Affiliate and/or authorized reseller. Trimble reserves the right to make partial deliveries.

2. Acceptance, Inspection, Notice of Nonconformance. All Hardware will be deemed accepted by Customer upon delivery to Trimble’s shipping carrier, subject to Customer’s right to inspect and reject damaged Hardware or Hardware that do not conform to the Order within 10 days of delivery. It is Customer’s responsibility to give Trimble prompt written notice of identified damage or non-conformance to the Order. If Customer retains the Hardware without giving notice within the designated period, it will be deemed to waive its right of rejection. The foregoing will not, however, prejudice Customer’s warranty remedies as described in the applicable Hardware Terms.

3. Limited Warranty. Unless the Hardware comes with a limited warranty that provides otherwise, Trimble warrants to Customer, and only to Customer, that the Hardware is designed and manufactured to conform in all material respects to Trimble's specifications and all parts are and will be free from defects in material and workmanship for a period of twelve (12) months from date of shipment. During the warranty period, Trimble's obligations in Section 7 (Sole Remedy; Warranty Procedure) are Customer’s only and exclusive remedy for Hardware that Trimble reasonably determines does not meet the limited warranty, and is made subject to these Hardware Terms.

4. Firmware. Trimble hereby grants Customer a personal, non- exclusive, revocable, non-assignable right to access and use firmware solely as necessary to use the Hardware in accordance with the Documentation. During the limited warranty period, Customer will be entitled to receive such Fixes (as defined below) to the firmware that Trimble releases and makes commercially available and for which it does not charge separately, subject to the procedures for delivery to purchasers of Trimble products generally. Minor Updates (as defined below), Major Upgrades (as defined below), new products, or substantially new software releases, as identified by Trimble, are expressly excluded from this fix process and limited warranty. Receipt of software fixes will not serve to extend the limited warranty period. "Fix(es)" means an error correction or other update created to fix a previous software version that does not substantially conform to its Trimble specifications; "Minor Update" occurs when enhancements are made to current features in software; and "Major Upgrade" occurs when significant new features are added to software, or when a new product containing new features replaces the further development of a current product line. Trimble reserves the right to determine, in its sole discretion, what constitutes a Fi x, Minor Update, Major Upgrade, new products, or substantially new software releases.

5. Non-Trimble Manufactured Products. Trimble will extend to Customer the manufacturer's warranty, if any, for all equipment and/or software products manufactured by another manufacturer and furnished by Trimble to Customer under such other manufacturer’s brands. Customer acknowledges and agrees that Trimble shall not be responsible for separately warranting or supporting the equipment or software products of such other manufacturers.

6. Warranty Exclusions. The foregoing Hardware limited warranty will only apply in the event and to the extent that (a) the Hardware is properly and correctly installed, configured, interfaced, maintained, stored, and operated in accordance with the Documentation, and (b) the Hardware is not modified or misused. This limited warranty does not apply to, and Trimble shall not be responsible for defects or performance problems resulting from (i) the combination or use of the Hardware with hardware or software products, information, data, systems, interfaces or devices not made, supplied or specified by Trimble; (ii) the operation of the Hardware under any specification other than, or in addition to, the Documentation; (iii) the unauthorized installation, modification, repair or use of the Hardware; (iv) damage caused by accident, lightning or other electrical discharge, fresh or salt water immersion or spray (outside Hardware specifications), or exposure to environmental Resolution No. 2025-115
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Item9.

conditions for which the Hardware is not intended; (v) normal wear and tear on consumable parts (e.g., batteries) or (vi) cosmetic damage. Trimble does not warrant or guarantee the results obtained through the use of the Hardware. TRIMBLE MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO SERVICES, WHICH IF PROVIDED HEREUNDER ARE PROVIDED "AS- IS."

7. Sole Remedy; Warranty Procedure. If the Hardware fails during the warranty period for reasons covered by this limited warranty and Customer notifies Trimble of such failure during the warranty period, Trimble will at its option repair or replace the nonconforming Hardware with new, equivalent to new, or reconditioned parts or Hardware or, if either of the foregoing is commercially impractical in Trimble’s determination, refund the Hardware purchase price paid by Customer (excluding separate costs of installation, if any) upon Customer’s return of the Hardware in accordance with Trimble's product return procedures then in effect. Any repaired or replaced Hardware will be warranted for a period of thirty (30) days or the remainder of the original warranty period, whichever is longer. Warranty service will be provided at a designated Trimble service center or by an authorized Trimble service provider. Except as otherwise agreed by the parties, Customer shall be responsible for all shipping charges to the designated Trimble service center or authorized Trimble service provider.

8. Determination of Warranty Applicability: Trimble reserves the right to refuse warranty services if the Hardware date of purchase cannot be proven, if a claim is made outside the warranty period or if a claim is excluded from the warranty pursuant to the Terms. Following Trimble’s examination of Customer’s claim, Trimble will notify Customer of warranty status and the repair cost of any out -of-warranty Hardware. At such time Customer must issue a valid purchase order to cover the cost of the non-warranted Hardware repair and return freight, or authorize return shipment of the Hardware at Customer’s expense as-is.

9. Non-responsibility for Lost Data. Trimble shall not be responsible for any modification or damage to, or loss of any programs, data, or other information stored on any media or any part of any Hardware serviced by it or an authorized Trimble service provider, or for the consequence of such damage or loss, e.g., business loss in the event of system, program or data failure. It is Customer’s responsibility, prior to servicing, to backup data and remove all features, parts, alterations, and attachments not covered by warranty prior to releasing the Hardware to Trimble. The Hardware will be returned to Customer configured as originally purchased.

10. Return of Hardware: All Hardware returns are subject to Trimble’s prior written consent and must comply with its product return (RMA) procedures then in effect. Before returning or exchanging Hardware, Customer must contact Trimble directly to obtain an authorization number to include with the return. Customer must return Hardware to Trimble in their original or equivalent packaging, and Customer is responsible for risk of loss, as well as shipping fees back to Trimble. Hardware received but not eligible for return will be sent back to Customer freight collect. For approved returns, Customer will receive credit equal to the lesser of the Hardware invoice price or its current replacement value, less any applicable charges or fees.

Resolution No. 2025-115
Exhibit "A"

110
Item9.

Addendum #6
Supplemental Terms for U.S. Public Entities
Version 1.0 (Last Updated: October 7, 2023)

Capitalized terms not defined herein have the meanings given in the General Terms and the Software Terms.

1. Scope. To the extent Customer is a public or governmental entity, these Supplemental Terms provisions apply to the extent Customer is a public or governmental entity in the United States.

2. Intellectual Property Indemnification by Trimble. Trimble shall defend Customer from and against any claim of infringement of a U.S. patent, U.S. copyright, or U.S. trademark asserted against Customer by a third party based upon Customer’s use of the Offerings in accordance with the terms of this Agreement, and pay any resulting settlement or final judgment. If Customer’s use of any of the Offerings are, or in Trimble’s opinion are likely to be, enjoined due to the type of infringement specified above, or if required by settlement, Trimble may, in its sole discretion: (a) substitute for the Offerings substantially functionally similar programs and documentation; (b) procure for Customer the right to continue using the Offerings; or if (a) and (b) are commercially impracticable, (c) terminate the Agreement and refund to Customer the fee paid by Customer as reduced to reflect a five year straight-line depreciation from the applicable purchase date. The foregoing indemnification obligation of Trimble will not apply:
(1) if the Offerings are modified by any party other than Trimble; (2) if the Offerings are combined with other non- Trimble products, but solely to the extent that the alleged infringement is caused by such combination; (3) to any unauthorized use of the Offerings; (4) to any unsupported release of the Offerings; or (5) to any third-party code, content, and/or data contained in and/or delivered with the Offerings.

3. Tax Exemption. If Customer is a tax-exempt entity and provides evidence of a tax-exempt certificate prior to executing this Agreement, then Section 3.1 of the General Terms regarding Customer’s responsibility to pay taxes shall be inapplicable.

4. No Indemnification by Customer. Section 8 (Indemnification) and the second to last sentence of Section 12.6 (Export Control) of the General Terms shall be inapplicable.

5. Public Records Law. Customer’s confidentiality obligations in Section 9 (Confidentiality) of the General Terms may be subject to applicable public records law.

6. Limited Publicity. Provision (b) in Section 12.11 (Publicity) of the General Terms shall be inapplicable.

7. Termination for Convenience. Customer may terminate this Agreement for convenience on not less than sixty (60) days’ written notice to Trimble. If Customer terminates this Agreement under this paragraph, all fees for the Term shall immediately become due and payable. All previously paid fees (both used and unused) shall be non-refundable and forfeited. Furthermore, all earned, but unpaid, fees for professional services, if any, must be paid in full before the termination becomes effective.

8. Non-Appropriation of Funds. The Customer’s funds for future and ongoing purchases are contingent on the availability of future appropriations of funds. If funds are not appropriated for any payments due under this Agreement, the Customer will promptly notify Trimble in writing and the applicable Order will terminate as of the date of the notice in accordance with Section 7 (Termination for Convenience) above and the Customer will have no further obligation to make any payments with respect to the affected Order, provided however that the Customer shall pay for any goods or services ordered prior to the date of the Customer’s notice.

9. Piggyback. Trimble does business with many government entities whose applicable laws permit them to join an existing contract between another governmental agency and vendor to acquire goods and services thereunder. In such circumstances and if allowable by applicable law and contract, Customer expressly agrees to allow the other governmental agencies to acquire goods and services using this Agreement (“Piggyback”), subject to applicable pricing of the Trimble offerings at the time of the piggyback purchase.

10. Governing Law. Notwithstanding Section 12.9 (Governing Law and Venue) of the General Terms, the Laws of the jurisdiction required by applicable law shall exclusively govern this Agreement.

Resolution No. 2025-115
Exhibit "A"