2025-04-29; City Council; Resolution 2025-090 (3) — Carlsbad City Council, April 29, 2025

Exhibit 2
RESOLUTION NO. 2025-090

A RESOLUT

ION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,

CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH SPRYPOINT SERVICES, INC. FOR THE IMPLEMENTATION

AND SUBSCRIPTION SERVICES FOR THE SPRYPOINT UTILITY BILLING AND BACKFLOW SOLUTIONS IN AN AMOUNT NOT TO EXCEED $ 3,458,279 OVER

A TEN-YEAR PERIOD

WHEREAS,
the City Council of the City of Carlsbad, California, has determined that it is in the best interest of the city to replace its core suite of applications used for human resources, finance, cashiering, and utility billing (“Core Systems Modernization”); and WHEREAS, the existing human capital management , financ e, cashiering , and utility billing systems have reached the end of their typical lifespans and are in need of replacement; and WHEREAS, the Information Technology Department solicited proposals from firms interested in and qualified to design, implement and support off-the-shelf human capital management, financial, cashiering, and utility billing systems; and
WHEREAS, staff selected SpryPoint Services , Inc. as the replacement system vendor for the utility billing system following a formal proposal process; and WHEREAS, SpryPoint Services , Inc . has negotiated a n agreement for implementation and subscription services for the SpryPoint utility billing and backflow system for a not-to-exceed amount of $3,458,279 over a ten-year period; and
WHEREAS, the Carlsbad Municipal Code 3.28.060 – Procurement of Professional Services and Services requires the City Council’s approval for the procurement of professional services or services that cost more than $100,000 per agreement year; and
WHEREAS, a Strategic Digital Transformation Investment Program (SDTIP) project was approved in fiscal year 2022-23 and budget is available for the implementation and first two years of maintenance of the Core Systems Modernization applications; and
WHERAS, the budget for years 3 through 10 will be included in the city’s annual operating budgeting process; and
WHEREAS, the City Manager will have the authority to execute the SpryPoint Services , Inc . agreement for implementation and subscription services in an amount not to exceed $3,458,279.

April 29, 2025
Item #1 Page 54 of 460
Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows:

1. Tha
t the above recitations are true and correct.

2. The proposed action is not a “project” as defined by California Environmental Quality Act Section 21065 and CEQA Guidelines Section 15378(a) and does not require environmental review under CEQA Guidelines Section 15060(c)(2) because the action is limited to the execution of various agreements for the implementation and annual subscription or maintenance services of information technology applications. The action has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

3. That the SpryPoint Services, Inc. a greement (Attachment A) for implementation and subscription services is hereby approved, and the city manager of the City of Carlsbad is hereby authorized to execute all required documents on behalf of the City.

4. That the total for the implementation and subscription services with SpryPoint Services, Inc. shall not exceed $3,458,279 for the ten-year agreement.

5. That the funding for the first two years of the agreement is budgeted in the SDTIP project.

6. That the funding for year s 3 through 10 will be included as part of the Information Technology Department Operating Fund’s annual budget process.

PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on
the 29th day of April, 2025 , by the following vote, to wit:

AYES: Blackburn, Bhat-Patel, Acosta, Burkholder, Shin.

NAYS: None.

ABSTAIN: None.

ABSENT: None.
______________________________________
KE
ITH BLACKBURN, Mayor
______________________________________
SHE
RRY FREISINGER, City Clerk
(SEAL)
April 29, 2025
Item #1 Page 55 of 460
Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06072024 Master Subscription Agreement Page 1 of 12
Master Subscription Agreement
This Master Subscription Agreement is by and between SpryPoint Services, Inc. (“SpryPoint ) a Canadian Corporation with offices at 45 Queen Street, Charlottetown, PE C1A 4A4 and the City of Carlsbad (“Client”) with offices at 1635 Faraday Avenue , Carlsbad, CA, 92008 (each a “Party or collectively “Parties”) and shall come into effect on the date signed by the Parties (“Effective Date”).

Whereas SpryPoint provides a subscription Service to which Client intends to subscribe, this Agreement establishes the business relationship and allocation of responsibilities regarding the Service and the Parties therefore agree as follows.

The exhibits and schedules attached hereto are an integral part of this agreement and are deemed incorporated by reference herein.

SpryPoint agrees to perform the services described below in accordance with the terms and conditions of this Agreement. Should there be a conflict of terms or conditions, this Agreement shall control, and the order of precedence shall be as follows:

1. Master Subscription Agreement

2. Exhibit A – Statement of Work

3. Exhibit B – Pricing Schedule

4. Exhibit C – Service Level Objectives

5. Exhibit D – Insurance Requirements

6. Exhibit E – Data Processing

7. Exhibit F – Client IT Agreement Addendum

8. SpryPoint’s response to Client’s Request For Proposal (RFP) 23-12 DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement.
“Agreement” means this Master Subscription Agreement, including any exhibits or attachments hereto or any other document explicitly incorporated herein. “Confidential Information” refers to the following types of material or content one Party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any information Discloser marks or designates as “Confidential” at the time of disclosure; and (b) any other non -public, sensitive information disclosed by Discloser including, but not limited to code, inventions, know -how, business, technical, and financial information, or other information which should reasonably be understood by the Recipient to be confidential at the time it is disclosed, due to the nature of the information and the circumstances surrounding such disclosure. Confidential Information does not include information that: (i) is lawfully in Recipient’s possession at the time of dis closure; (ii) is independently developed by Recipient without use of or reference to the Discloser’s Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s or any other person’s or entity’s improper or illegal action or inaction; (iv) is obtained by the Recipient from a third Party who had the legal right to disclose such information , or (v) information subject to the California Public Records Act (California Government Code § 6250 et seq.) or the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.).

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ATTACHMENT A
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“Client Data” means information that is comprised of data obtained from, used in, stored or generated by the Client as the result of the use of the Service. “Client Input” means suggestions, enhancement requests, recommendations or other feedback provided by Client, its employees, or any other person or entity acting at the Client’s direction, relating to the operation or functionality of the Service. “Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any appliable laws anywhere in the world, and all moral rights related thereto. “Malicious Code” means viruses, worms, timebombs, trojan horses and other malicious code, files, scripts, agents, or programs.
“Messaging Service” means the messaging capabilities provided with the Service. “Service” means the SpryPoint applications as identified in the Pricing Schedule and further described in the Statement of Work and Documentation.
“SpryPoint Documentation” means the Service’s standard user manuals and any other accompanying documents related to the Service delivered to the Client. “Updates” means all changes to the Service and SpryPoint Documentation as developed by SpryPoint and made available to the Client.

1. Provision of Service.

1.1 SpryPoint Obligations. SpryPoint shall make the Service available to Client in accordance with the terms of this Agreement.

1.2 Client Obligations. Client must use the Service in compliance with this Agreement and in accordance with the SpryPoint Documentation. Client shall: (a) have sole responsibility for the accuracy, quality, and legality of all Client Data and (b) take commercially reasonable efforts to prevent and be responsible for unauthorized access to, or use of, the Service and notify SpryPoint promptly of any such unauthorized access or use. Client shall not: (i) use the Service in violation of applicable laws; or (ii) knowingly or as a result of gross negligence send or store Malicious Code by way of the Service or its related systems or networks. Client shall designate named contacts to request and receive support services from SpryPoint. Named support contacts must be trained on the SpryPoint Service for which they initiate support requests. Client shall be liable for the acts and omissions of all persons or other legal entities that it allows to access (including unauthorized access) the Service.

1.3 Acceptable Use. Client acknowledges and agrees that SpryPoint does not police the content of Client Data nor communications of Client or its users transmitted through the Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

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Service, and that SpryPoint shall not be responsible for the content of any such communications or transmissions. Client shall use the Service exclusively for authorized and legal purposes, consistent with all applicable laws and regulations and this Agreement. Client is solely responsible for (a) assuring that the disclosure and use of Client Data, content, or information provided to SpryPoint does not violate any applicable law or infringe upon the Intellectual Property Rights of any third party and (b) using any reports and other materials prepared by Client through the Service in a manner that will not violate any applicable law or infringe upon the Intellectual Property rights of any third party. Client agrees not to through gross negligence or knowingly post or upload any content or data into the Service which (aa) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (bb) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (cc) otherwise violates any applicable law. SpryPoint may remove any violating content posted or transmitted through the Service, without notice to Client.

SpryPoint may suspend or terminate any user’s access to the Service upon notice in the event that SpryPoint reasonably determines that such user has violated the terms and conditions of this Agreement.

2. Fees.

2.1 Invoices & Payment. All fees are quoted and payable in United States Dollars, unless stated otherwise. Except for Fees that Customer has successfully disputed, all invoiced charges are due net 45 days from the invoice date. Except for termination for breach, all payment obligations are non -cancelable, and all payments made are non -refundable.

SpryPoint, without limiting its other rights and remedies, reserves the right to suspend the Service until such amounts are paid in full. All fees invoiced pursuant to this Agreement do not include any applicable taxes. Client shall be solely responsible in the event any authority imposes a duty, tax, levy, or fee (excluding those based on Provider’s net income) directly upon the Client in relation to this Agreement.

2.2 Usage Metric Verification Process for SpryMobile. Client has access to self-service metric usage on demand and within the Service. Client System Administrators can add or remove Accounts and Users as needed. It is the Client’s sole responsibility to archive users in SpryMobile if they are no longer being used.

SpryPoint may verify metrics through a quarterly audit and will bill any changes annually.

Audit results will be shared with Client. Any use exceeding or decreasing from the usage metrics within scope and defined above will be subject to fee adjustments a s indicated above. Fees accrue in the calendar month the excess use began and accordingly fees decrease from the calendar month of decreased use.

2.3 Integrated Notification Services. The SpryPoint platform includes integrated notification services which can be enabled by Client for the purposes of customer alerts and notifications. SpryPoint's Integrated Notification services include:
• Inbound and outbound SMS text messaging
• Outbound voice messaging
• Inbound and outbound email messaging
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The ongoing usage costs will be invoiced quarterly based on actual usage as identified in Exhibit B Pricing Schedule.

3. Proprietary Rights

3.1 SpryPoint Intellectual Property Rights. SpryPoint retains all right, title, and interest in and to the Service, SpryPoint Documentation and other SpryPoint Intellectual Property Rights including any related methodologies, techniques, processes, and instruction developed by SpryPoint and used in the cours e of delivering the Service under this Agreement. No rights are granted to Client hereunder other than expressly set forth herein. Client shall not (and shall not allow or cause any third party to (a) reverse engineer, modify or copy the Service or SpryPo int Documentation or create any derivative works based on the Service and SpryPoint Documentation; (b) copy any features, functions, interfaces, integrations or graphics of the Service or SpryPoint Documentation; (c) access the Service or SpryPoint Documentation in order to build any commercially available product or service.

3.2 Client Rights. SpryPoint hereby grants to Client a non-exclusive, non-transferable, non- perpetual, limited license to use the Service and SpryPoint Documentation in accordance with the terms and conditions of this Agreement.

3.3 License to Host Client’s Data. Client grants SpryPoint and SpryPoint’s hosting partners located in the continental U.S. a worldwide, limited-term license to host, copy, transmit and display Client Data, as necessary for SpryPoint to provide the Service in accordance with this Agreement. As between SpryPoint and Client, SpryPoint acquires no right, title, or interest from Client under this Agreement in, or to, Client Data.

3.4 License to use Client’s Feedback. Client grants to SpryPoint and its affiliates a worldwide, perpetual, irrevocable, royalty -free license to use and incorporate into the Service any suggestion, enhancement request, recommendation, correction, or other Client Input relating to the Service. SpryPoint shall have no obligation to incorporate Client Input into the Service.

3.5 Statistical Information. SpryPoint owns all aggregated and statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, configurations, and performance results for the Service. SpryPoint may anonymously compile statistical information related to the performance of the Service for purposes of improving the Service, provided that such information does not identify Client data or include Client’s name.

4. Confidentiality

4.1 Confidentiality. A Party shall not disclose or use any Confidential Information of the other Party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement except with the other Party’s prior written permission or as required by applicable law or by proper legal or governmental authority. If Client is required to disclose SpryPoint Confidential Information pursuant to applicable law or by proper legal authority, Client shall give SpryPoint notice of any such legal or Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

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governmental demand and reasonably cooperate with SpryPoint, at SpryPoint’s expense, in any effort to seek a protective order or otherwise contest such required disclosure. SpryPoint acknowledges and understands that Client only has ten (10) calendar days to respond to a Public Records Act request and any protective order or other appropriate remedy must be secured by SpryPoint during this timeframe as Client is obligated to comply with its statutory duties and will proceed accordingly. SpryPoint agrees that this Agreement, amendments, SOW, and any other exhibits or attachments are public records, and Client will not provide prior written notice prior to disclosure.

4.2 Nondisclosure. A Party shall not use Confidential Information for any purpose other than to facilitate this Agreement. A receiving Party: (a) shall not disclose Confidential Information to any employee or contractor unless such person needs access in order to facilitate the Agreement and executes a nondisclosure agreement with Recipient and (b) shall not disclose Confidential Information to any third party without Discloser’s prior written consent.

4.3 Protection. Each Party shall protect Confidential Information with the same degree of care it uses to protect its own Confidential Information, but in no event using less than a commercially reasonable standard of care.

4.4 Injunctive Relief. Recipient agrees that breach of Confidentiality would cause irreparable injury, for which monetary damages would be inadequate . If a Recipient discloses or uses any Confidential Information of the Discloser in breach of confidentiality protections hereunder, the Discloser shall have the right to, in addition to any other remedies available, injunctive relief to enjoin such acts.

4.5 Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license or any other right thereto. Discloser will retain all right, title, and interest in and to all Confidential Information.

5. Data Privacy & Security

5.1 SpryPoint use of Data. Client hereby grants SpryPoint a limited right to access, process, collect, store, generate, display, and use Client Data for the sole purpose of providing the Service. Notwithstanding the foregoing, SpryPoint may disclose Client Data as required by applic able law or by proper legal or governmental authority. SpryPoint shall give Client notice of any such legal or governmental demand and reasonably cooperate with Client in any effort to seek a protective order or otherwise contest su ch required disclosure, at Client’s expense.

5.2 Data Security. Each Party shall be responsible for establishing and maintaining its own commercially reasonable data privacy and information security policies, including physical, technical, administrative, and organizational safeguards in relation to the Service.

5.3 Unauthorized Disclosure. If either Party believes there has been a security breach, such Party must notify the other Party upon the earlier of forty -eight (48) hours after discovery or any time frame required by applicable law unless legally prohibited from Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

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doing so. Each Party will provide commercially reasonable assistance to the other Party in mitigating such breach.

6. Warranties & Disclaimers

6.1 From SpryPoint.

a) Function: SpryPoint represents and warrants that, during the Term, the Service will perform materially in accordance with the SpryPoint Documentation.

b) Intellectual Property Rights: SpryPoint represents and warrants that it owns the Service and has the power and authority to grant the rights in this Agreement without the further consent of any third Party.

c) Malicious Code: SpryPoint represents and warrants that to the best of its knowledge the Service does not contain any Malicious Code.

6.2 From Both Parties. Each Party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a materially adverse impact on its ability to perform as required by this Agreement.

6.3 Warranty Remedies. In the event of a breach of the warranty as set forth in Section 6.1 (excluding 6.1(c)) (a) SpryPoint shall correct the non-conforming Service at no additional charge to Client or (b) in the event SpryPoint is unable to correct such deficiencies, after good-faith efforts, Client’s exclusive remedy shall be a refund of the subscription fees actually paid by Client for the twelve (12) month period immediately preceding notice to SpryPoint of such breach or discovery.

6.4 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES OUTLINED IN SECTION 6.1 AND 6.2 ABOVE, SPRYPOINT MAKES NO WARRANTIES OF ANY

KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND

SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY

WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE

WITH RESPECT TO THE SERVICE AND/OR RELATED SPRYPOINT
DOCUMENTATION. SPRYPOINT DOES NOT WARRANT THAT THE SERVICE WILL PERFORM WITHOUT ERROR OR THAT IT WILL RUN WITHOUT INTERRUPTION.

THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE

WARRANTIES PROVIDED TO CLIENT IN CONNECTION WITH THE PROVISION OF THE SERVICE.

7. Indemnification. SpryPoint shall protect, defend, hold harmless and indemnify Client harmless against any loss, damage or costs in connection with claims, demands, suits or proceedings (“Indemnified Claims)” made or brought against Client alleging that the use of the Service infringes any third Party’s Intellectual Property Rights; provided, however, that Client; (a) promptly gives written notice of the Claim to SpryPoint; (b) gives SpryPoint sole control of the defense and settlement of the Claim; and (c) provides to SpryPoint, at SpryPoint’s cost, all reasonable assistance. SpryPoint’s obligations set forth in this section do not apply to the Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

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extent that such a claim for Indemnification arises out of: (a) Client’s breach of this Agreement; (b) revisions to the Service made without SpryPoint’s written consent; (c) Client’s failure to incorporate Updates; (d) modification of the Service by any person or entity not authorized by SpryPoint to perform such modification (e) unauthorized use of the Service; or (f) use of the Service in a manner inconsistent with the SpryPoint Documentation or the terms of this Agreement. Furthermore, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the negligence or intentional misconduct of Client. If Client is enjoined from using the Service or SpryPoint reasonably believes it will be enjoined, SpryPoint shall have the right at its sole option, to obtain for Client the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing but otherwise does not materially alter the Service. If neither of the foregoing options is reasonably available to SpryPoint , then use of the Service may be terminated at either Party’s option and SpryPoint’s sole liability shall be to refund any prorated prepaid fees for the Service.

8. Limitation of Liability

8.1 Clarifications and Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO SPRYPOINT’S INTELLECTUAL PROPERTY

RIGHTS INDEMNIFICATION OBLIGATIONS, ACTUAL DAMAGE TO CLIENT

PROPERTY, RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL

MISCONDUCT AND/OR FRAUD, IN NO EVENT SHALL SPRYPOINT'S AGGREGATE

LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN

CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY CLI ENT IN CONSIDERATION FOR SPRYPOINT’S SERVICE DELIVERY DURING THE IMMEDIATELY PRECEDING THIRTY-SIX (36) MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE. FOR THE AVOIDANCE OF DOUBT, SPRYPOINT’S LIABILITY LIMITS APPLY TO SPRYPOINT’S

AFFILIATES, PROVIDERS, AGENTS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND OTHER REPRESENTATIVES.

FOR CLARITY AND NOT EXCLUSIVELY, THE FOLLOWING WILL BE CONSIDERED DIRECT DAMAGES: (1) AMOUNTS PAID TO AFFECTED THIRD PARTIES AS

DAMAGES OR SETTLEMENTS IN RESPONSE TO CLAIMS ARISING FROM A BREACH TO THE AGREEMENT TERMS; (2) AMOUNTS PAID FOR FINES AND

PENALTIES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ARISING FROM THE BREACH; AND (3) REASONABLE LEGAL FEES, TO DEFEND AGAINST THIRD - PARTY CLAIMS ARISING FROM THE BREACH.

Exclusion of Damages. IN NO EVENT SHALL SPRYPOINT HAVE ANY LIABILITY

FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL

DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE,

COST OF DATA RECONSTRUCTION, COST OF PROCUREMENT OF SUBSTITUTE

GOODS OR SERVICES , WHETHER IN CONTRACT, TORT OR OTHERWISE,

ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING

BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY , ERROR OR OMISSION.

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9. Term & Termination

9.1 Term of Agreement. This Agreement shall be valid as of the Effective Date and remain in effect until terminated pursuant to the terms contained herein.

9.2 Termination for Default. Either Party may terminate this Agreement upon thirty (30) days prior written notice in the event of a material breach by the other Party if such breach remains uncured at the expiration of such thirty (30) day notice period. In the event of Client’s termination of the Agreement under this section, SpryPoint will refund any prorated prepaid fees.

9.3 Availability of Funds . For each of Client’s fiscal years during the Term(s) of this Agreement Client agrees to seek in good faith appropriations sufficient to cover Client’s obligations under this Agreement. C lient 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 C lient does not appropriate sufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement, Client may terminate this Agreement by giving SpryPoint thirty (30) days’ prior written notice of such non -appropriation for the fiscal year. SpryPoint is under no obligation to provide the Service if Client lacks funds to pay for it. Upon termination Client will remit all amounts due and all costs reasonably incurred through the date of termination.

9.4 Effect of Termination. Upon any termination of this Agreement, Client shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the applicable Service. Termination for any reason shall not relive Client of the obligation to pay any fees accr ued or due and payable to SpryPoint prior to the Effective Date of termination.

9.5 Access to Client Data. Upon written request by Client made prior to any expiration or termination of this Agreement, SpryPoint will make Client Data available to Client through the Service solely for purposes of Client retrieving Client Data for a period of up to sixty (60) days. After 60 days, SpryPoint will have no obligation to maintain or provide any Client data and shall thereafter, unless legally prohibited, delete all Client Data and will have no further obligation to make it available to Client.

10. Messaging.

10.1 Supplemental Messaging Service Terms. If Client elects to use SpryPoint’s Messaging Service, the following supplemental terms (“Messaging Terms”) will apply.

10.2 Responsibility & Risk. Client shall be solely responsible for the content of any communications which Client initiates or authorizes in connection with the Messaging Services. SpryPoint shall have no responsibility or liability with respect to messages or communications initiated or authorized by Client. Client assumes all risks associated with use of the Messaging Service.

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10.3 Messaging Indemnity. To the extent permitted by applicable law and subject to Section

8.2, Client shall hold harmless, defend and indemnify SpryPoint and its officers, directors, employees, contractors and representatives from and against all claims, damages, losses and expenses including without limitation any statutory damages, penalties arising out of or relating to the content of the Messaging Service initiated or authorized by Client. To obtain indemnity under this section 10.3, SpryPoint shall: (i) give written notice of any claim promptly to Client; (ii) give Client sole control of the def ense and settlement of such claim, provided that Client may not, without the prior consent of SpryPoint (not to be unreasonably withheld), settle any claim unless it unconditionally releases SpryPoint of all liability; (iii) provide to Client all available information and assistance; and (iv) not take any action that might compromise or settle such claim.

10.4 Compliance. SpryPoint is limited to delivering the Messaging Service to the Client as part of the Service, accordingly, compliance with applicable laws is strictly Client’s responsibility with respect to the Messaging Service notwithstanding any provision to the contrary.

11. Miscellaneous

11.1 Independent Contractor. SpryPoint and all persons employed by or contracted by SpryPoint to furnish labor and/or materials under this Agreement are independent contractors and do not act as agents or employees of Client. SpryPoint has full rights to manage its employees in their performance of the Service under this Agreement. This Agreement does not create, nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-Party beneficiaries to this Agreement.

11.2 Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of California.

11.3 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon the third business day after first class mailing.

Notices to the Client shall be sent to:

1635 Faraday Ave
Carlsbad, CA 92008
Attention: Information Technology Director

Notices to SpryPoint shall be sent to:

Nick Stone, CFO
45 Queen Street
Suite #401
Charlottetown, PE C1A 4A4

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11.4 Waiver. No failure or delay by either Party in exercising any right under this agreement shall constitute a waiver of that right or any other right. Neither Client’s review, acceptance nor payments for any of the Services provided under this Agreement shall be constructed to operate as a waiver of any SpryPoint’s rights under this agreement or of any cause of action available to SpryPoint arising out of the performance of this Agreement.

11.5 Force Majeure. In no event shall SpryPoint be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terror ism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services not owned, operated or controlled by SpryPoint; it being understood that SpryPoint shall use reasonable efforts which are consistent with accepted software industry practices to resume performance as soon as practicable under the circumstances. In the event SpryPoint is unable to resume services within a reasonable time, Client may terminate this Agreement and SpryPoint will only be entitled to payment for services rendered up until the termination date.

In no event shall Client be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God.

11.6 Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party (which consent shall not be unreasonably withheld as long as the Agreement terms remain the same).

11.7 Severability. To the extent permitted by the law, the Parties waive any provision of law that would render any clause of this Agreement invalid or unenforceable. In the even that a provision herein is held to be invalid or unenforceable, such provision will be interpreted to fulfills its intended purpose to the maximum extent permitted by the law, and the remaining provisions of this Agreement will continue in full force and effect.

11.8 Publicity. Except as required for the Service, SpryPoint shall not use Client’s name, logos, or trademarks in any written press releases, advertisements and/or marketing materials without the prior consent of Client, SpryPoint is authorized to use Client’s name as required to perform the Service.

11.9 Amendment. This Agreement may only be amended in writing by authorized representatives of each Party. For clarity, Client processes changes to an SOW or purchases of additional products or services as an amendment to the Agreement for records management purposes. In the event SpryPoint uses Change Orders or Order Forms to process these types of changes, th e parties agree that in this context, Amendment, Change Orders, or Order Forms as used interchangeably. SpryPoint agrees and understands that Client wil l create an amendment and will include the Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06072024 Master Subscription Agreement Page 11 of 12

applicable Change Order or Order Form (if applicable) as an exhibit to process any applicable payments due to SpryPoint and memorialize changes to the SOW and/or additional purchases.

11.10 Execution in Counterparts: This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument.

11.11 Compliance with Laws: Notwithstanding any clause to the contrary, SpryPoint will at all times keep fully informed, observe and comply with all laws, ordinances, and regulations which in any manner which are applicable to SpryPoint in the performance of the Services by SpryPoint, and will be responsible for the compliance of SpryPoint's services with all applicable laws, ordinances and regulations applicable to SpryPoint.

///

///
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06072024 Master Subscription Agreement Page 12 of 12

12. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of SpryPoint each represent and warrant that they have the legal power, right and actual authority to bind SpryPoint to the terms and conditions of this Agreement.

Executed by SpryPoint this___________ day of _______________________, 2025.

SpryPoint Services, Inc . a Canadian
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California

By: By:

(sign here) City Manager

(print name/title)
Attest:

By: SHERRY FREISINGER, City Clerk

(sign here) By:

Faviola Medina
Director of Constituent & Clerk Services
(print name/title)

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney

BY: _____________________________
Deputy City Attorney
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 April
Chief Executive Officer
22nd
Kyle Strang
Nick Stone CFO
Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
45 Queen Street
Charlottetown,
PE SpryPoint.com C1A 4A4, Canada

Exhibit A - Statement of Work

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work

Table of Contents
Table of Contents

1. Introduction 4

2. Project Guiding Principles 5

2.1. Guiding Principles 5

3. Scope of Work 6

3.1. Overall Project Approach 6

3.2. Pre-Project Initiation 7

3.3. Project Initiation 8

3.3.1 Project Initiation – Project Start Up 8

3.3.2 Project Initiation – Provision SFTP Site for Data Transfer 8

3.3.3 Project Initiation – Deploy Environments 8

3.3.4 Project Initiation – Foundation Training 8

3.3.5 Project Initiation – Data Review 9

3.3.6 Project Initiation – Workshop Questionnaires 9

3.3.7 Project Initiation – Deliverables, Roles & Responsibilities 10

3.4 Analysis 13

3.4.1 Analysis – Overview/System Familiarization 13

3.4.2 Analysis - Workshops 13

3.4.3 Analysis – Planning Documents 15

3.4.4 Analysis – Data Migration 15

3.4.5 Analysis – Reports & Dashboards 15

3.4.6 Analysis – Organizational Change Management 16

3.4.7 Analysis – Deliverables, Roles & Responsibilities 17

3.5 Configuration 21

3.5.1 Configuration – Configuration Workbook & Workshops 21

3.5.1.1 Configuration – Bill Statement 21

3.5.1.2 Configuration – Collection Letters 21

3.5.1.3 Other Configuration Items 22

3.5.2 Configuration – Data Migration 22

3.5.2.1 Data Mapping 22

3.5.2.2 Data Migration, Iterations & Refreshes 24

3.5.2.3 Summary of Data Iterations 25

3.5.2.4 Iteration 1 25

3.5.2.5 Iteration 2 25
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
2 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.5.2.6 Iteration 3 26

3.5.2.7 Iteration 4 26

3.5.2.8 Data Cleansing 27

3.5.2.9 Data Acceptance Testing 27

3.5.3 Configuration – Data Migration – Backflow 28

3.5.4 Configuration – Integrations & Enhancements 28

3.5.4.1 Interfaces 28

3.5.4.2 Enhancements 28

3.5.5 Configuration – Core Team Training 29

3.5.6 Configuration – Reports & Dashboards 29

3.5.7 Configuration – Security & Roles 29

3.5.8 Configuration – Organization Change Management (OCM) 30 Risk Assessment 30
Sponsor Assessment 30
P-P-P-P Exercise 30
Sponsor Interview 30
Group Impact Assessment 31
OCM Scope and Goals Summary 31
OCM Strategy Presentation 31
Customer Bill Statement Communication Plan 32

3.5.9 Configuration – Deliverables, Roles & Responsibilities 33

3.6 Test 38

3.6.1 Test – Test Scripts 38

3.6.2 Test – Training Material 38

3.6.3 Test – Tester Training 39

3.6.4 Test – Enhancement Testing 39

3.6.5 Test – Integration Testing 39

3.6.6 Test – Functional Testing 39

3.6.7 Test - Bill Validation Testing 40

3.6.8 Test – User Acceptance Testing 40

3.6.9 Test – Client Driven Solution Walkthrough 41

3.6.10 Test – Deliverables, Roles, Responsibilities 42

3.7 Deploy 46

3.7.1 Deploy – Prerequisites 46

3.7.2 Deploy – Go Live Cutover Plan 46

3.7.3 Deploy – Go/No Go Decision 47

3.7.4 Deploy – End User Training Material 47

3.7.5 Deploy – End User Training 47

3.7.6 Deploy – Mock Go Live 48

3.7.7 Deploy – Customer & Vendor Notifications 48

3.7.8 Deploy – Go Live 48

3.7.9 Deploy - Deliverable(s), Roles & Responsibilities 49 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
3 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.8 Operate 52

3.8.1 Operate – Post Go Live Support 52

3.8.2 Operate – Transition to Customer Success 52

3.8.3 Operate – System Acceptance & Project Close Out 53

3.8.4 Operate – Deliverables, Roles, & Responsibilities 54

3.9 Project Governance 56

3.9.1 Project Management (PM) 56

3.9.2 Project Communications & Tools 56

3.9.3 Acceptance Period 57

3.9.4 Agreed Severity Definitions 58

3.9.5 Milestone Acceptance Process 59

3.9.6 Scope & Project Change Management 59

3.9.7 Issues and Risk Management 60

3.9.8 Conflict Resolution and Escalation Process 61

3.9.9 Project Working Times 61

3.9.9.1 Project Working Schedule 61

3.9.9.2 Statutory Holidays 61

3.9.10 Executive Steering Committee 63

3.9.11 Project Management Recurring Deliverables 63
4 Integrations & Enhancements 65

4.1 Integrations 65

4.2 Enhancements 72
5 Travel 72
6 Project Assumptions 73

6.1 General Assumptions 73

6.2 System Testing Assumptions 74

6.3 Training Assumptions 74

6.4 Production Readiness and Cutover Assumptions 74
7 Appendices 75

7.1 Definitions 75

7.2 Milestone Schedule 80

7.3 Document Samples 94

7.3.1 Project Status Report - Sample 95

7.3.2 Risk Log 100

7.3.3 Change Order Form 103

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
4 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

1. Introduction
This Statement of Work (SOW) is entered into per the Agreement Date by and between SpryPoint Services Inc. (hereinafter “ SpryPoint”), with principal offices in Charlottetown, PE, and City of Carlsbad, CA (“ the Client”) with offices at 1200 Carlsbad Village Drive Carlsbad, CA 92008, United States of America.

Background Statements:

● SpryPoint will provide a range of software solutions and services to achieve a business solution that meets the identified Customer Information System (CIS) Solution (“Solution”) requirements of the Client. Client is open to new ways to achieve the same outcome but are not looking to go backward in functionality or efficiency.

● The Solution will encompass several SpryPoint products with Metabase included as a reporting and dashboard solution. The products include:
o SpryCIS – Customer Information System
o SpryMobile – Mobile Field Service
o SpryEngage – Customer Engagement Portal
o SpryBackflow – Cross Connection
o SpryIDM – Interval Data Management

● The Client wishes to work together with SpryPoint for the implementation of the Solution and SpryPoint agrees to provide such services and/or software as agreed to in the terms provided herein.

● This Statement of Work provides the general detailed terms and provisions that govern the delivery of all services and/or deliverables to the Client by SpryPoint.

This document is one of several that constitute the Agreement. As such, if any discrepancy exists between the documents, the precedence shall be listed in the Master Subscription Agreement. These documents help define the project’s scope and will guide its execution.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
5 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

2. Project Guiding Principles

2.1. Guiding Principles

The Project will employ the following guiding principles throughout its operation and execution:

1. Standardize and align business operations to Industry best practices where it makes sense.

2. The Project will be based on a ‘Solution -Based’ approach rather than a ‘System - based’ approach focusing on high value processes and driving efficiencies.

3. The Client will empower designated Project team members knowledgeable on current state of operations to make decisions that will bind the Client in future state business process operations. These designated team members will be represented in each workshop.

4. Leverage base application capabilities as much as possible and minimize Client specific customizations.

5. SpryPoint and the Client will operate as a unified team and partners in the execution of the Project.

6. There will be a focus and commitment to organizational change management and staff preparation and readiness throughout the Project.

7. Transparency of Project status and readiness will not be compromised regardless of desired outcome.

8. SpryPoint will lead the project and keep consistent communication and transparency in the progress tracking of the project as outlined in the Project Governance Section of this document.

9. The project is being implemented as part of a larger project that involves the implementation of Workday. SpryPoint will work with AVAAP, the city WorkDay implementor, to coordinate project schedules.

10. The primary tool for collaboration and virtual meetings will be Microsoft Teams.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
6 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3. Scope of Work

3.1. Overall Project Approach
SpryPoint shall use its implementation methodology, to deliver the SpryPoint Services, while reporting and delivering to the Client the requested deliverables and service levels in this SOW. SpryPoint will use its hybrid approach that brings together the best of the traditional Waterfall Methodology and combines it with the best elements of the Agile Methodology. This hybrid approach encompasses Project Management tasks, Pre-Project tasks, and five (5) phases, as follows:

● Analysis
● Configure
● Test
● Deploy
● Operate

The Project scope assumes all SpryPoint Products will go live at the same time. If it is determined during implementation to split up the go live of one or multiple products, the change order process will be engaged to outline any project impacts.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
7 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.2. Pre-Project Initiation
Before Project Initiation there are several pre-project activities the Client can choose to perform to prepare for the implementation. Completion of these activities is not mandatory to start the project but will need to be completed at some point before go- live.
● Documentation to gather:
✔ Operating policies:
✔ Any documentation on Standard Operating Procedures
✔ Published rules/policies
✔ Internal documentation – How Tos/Workflows, etc.
✔ Gather Lists of Information:
✔ Customer Forms (online or printed)
✔ Communications – letters (collections, budgets, payment plans, etc.)
✔ Service Order Types
✔ Credit Memos
✔ Miscellaneous Charges
✔ Billing Rates/details
✔ Penalty and collection rules
✔ GL codes used in CIS
✔ Meter data (counts, types of meters, inventory, GIS information) ✔ Staffing and Roles:
✔ Identify Subject Matter Experts
✔ Grid of staff, roles, and responsibilities
✔ Field Operation users that will need to be engaged with SpryMobile
✔ Bill Statement
✔ Bill design, structure of content, changes from existing bill ✔ Goals of redesign
✔ Who needs to approve a new design?
✔ Does the new design need to be approved by a committee? If so, how long does this process take
✔ Reporting
✔ What reports do you have today?
✔ Do you still use this report and what is it for?
✔ Complete a Reports list
✔ Collect report samples]
✔ Data Migration
✔ Prepare raw database dump of legacy CIS system
✔ Data Cleansing
✔ Start to identify problem records (accounts, customers, premises) ✔ Start to identify duplicate records
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
8 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ✔ Identify problems with data that should be resolved
✔ Identify fields that are multipurpose

3.3. Project Initiation
Project Initiation describes the collaboration between the Client and SpryPoint to begin the project. SpryPoint cannot start project initiation until the contracts have been fully executed.

Approximately sixty (60) days from contract execution, SpryPoint will initiate the project, and start preparation and mobilization of its resources in accordance with the requirements defined in this SOW.

3.3.1 Project Initiation – Project Start Up
SpryPoint will mobilize the SpryPoint project team to ensure they have a strong understanding of the Client and the project scope. An introduction call with the will be scheduled to
• Mobilize project teams
• Complete introductions,
• Finalize the project schedule
• Agree and setup project infrastructure and finalize the approach for file sharing • Discuss next steps

3.3.2 Project Initiation – Provision SFTP Site for
Data Transfer
SpryPoint will provision an SFTP site for client data transfer. Client to identify team members who will require access, these team members are the resource(s) responsible for completing the data transfer.

3.3.3 Project Initiation – Deploy Environments
SpryPoint will deploy environments as defined in the Exhibit A – Pricing Schedule. Upon deployment of the environments SpryPoint will setup access for Core Team, so the Client can connect and validate that the environments are available and ready for use

3.3.4 Project Initiation – Foundation Training
To prepare for the analysis workshops SpryPoint will provide system training on demo data that allows the Client to understand how the out of the box solution handles business processes. This training also helps level set on SpryPoint terminology, and helps Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
9 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved the Client make more informed decisions during the Analysis workshops. This training will not be role based, will not be specific to the client’s business processes and will data that is representative of the Client data, not the Client’s actual data.

Any Client personnel that will be participating in the Analysis Workshops must participate in this training.

3.3.5 Project Initiation – Data Review
Before the workshops the Client will provide SpryPoint with a copy of their data for analysis. This data analysis will provide insight into the Client and help identify focus areas during the discovery workshops.

3.3.6 Project Initiation – Workshop Questionnaires
Before the workshops SpryPoint will prepopulate the questionnaires with our understanding based on all information gathered to date. The questionnaires will then be sent to the Client Core Team who will validate the information and update unanswered questions and/or provide more information and return the completed questionnaires to SpryPoint no less than two (2) weeks before the scheduled workshops, unless otherwise mutually agreed. These questionnaires and designed to help facilitate the workshops and identify areas of concern or where additional discovery may be required.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
10 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.3.7 Project Initiation – Deliverables, Roles &
Responsibilities
For this implementation to be successful, there are various levels of engagement that are required by team members on both the Client and SpryPoint teams. The RACI charts are designed to demonstrate who needs to perform work on each project deliverable.

The following key will be used for each RACI to explain the level of engagement required.

R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision -making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done; C = Consulted – provides input into a task and/or consulted before a decision or action;
I = Informed – Must be informed after a decision or action Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work

No. Deliverable
Name
Deliverable Description
Project Manager
Implementation
Specialist (s)
Executive Sponsor
Project Manager
Core Team
Testers
End Users
Executive Sponsor
SpryPoint Client

1. Mobilize Project
Team
Identify and assign team members and
introduce teams.

A R I

2. Mobilize Client
Project Team
Identify and assign team members and
introduce teams.

A R I I C

3. Pre-Project
Kickoff
Initial Project Managers Meeting to
introduce people & outline next steps,
schedule meetings, and start project
work.

A I R I

4. Prepare project
infrastructure
Send welcome information, setup shared
drives and access.

A R

5. Initial Project
Schedule
Update project plan that will be used as
baseline for project.

A C
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
12 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description
Project Manager
Implementation
Specialist (s)
Executive Sponsor
Project Manager
Core Team
Testers
End Users
Executive Sponsor
SpryPoint Client

6. Project Kickoff Formal meeting to kickoff the Project.

This includes the following activities:
▪ Meeting agenda
▪ Meeting presentation

A C C C C I I C

7. Environment
Setup
Provision environments and provide
access for the core team.

A R C

8. Verify
environments
Confirm list of initial access and confirm
users can log in.

C A C

9. Analysis
Workshop
Schedule
complete
The creation of the workshop schedule
and invites sent.

A C R C
Add Key: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work

3.4 Analysis
The purpose of the Analysis phase is to gather the specific information needed to complete configuration of the SpryPoint Products. This phase is also used to clarify any business requirements and processes and/or identify any gaps that may exist.

3.4.1 Analysis – Overview/System Familiarization
Before any discovery can occur, system training will be completed with the Client Core Team. This training will be using demo data and the Client will be provided copies of our core course content. This training documentation will not be tailored to the Client’s specific business processes. The purpose of this training is to help familiarize the Client with how the SpryPoint Solution works out of the box and to lev el set on terminology.

This will help facilitate more efficient analysis workshops. Any Client employee that will be included in the Analysis Workshops should participate in this training session.

3.4.2 Analysis - Workshops
A SpryPoint team member will lead workshops involving appropriate SpryPoint project resources, and the Client business process experts to create an Analysis Report. These workshops and the resulting documentation will work to define the future business processes and identify any gaps between the desired future business processes/agreed proposal requirements scope in Exhibit H and SpryPoint Functionality.

SpryPoint and the Client will jointly identify and document the business processes.

SpryPoint will provide draft copies of the Analysis Report and other documentation on an agreed upon timeframe for review and approval by Client to ensure accuracy of the information gathered.

Prior to the workshops SpryPoint will:
✔ Develop Workshop schedule/agenda with input from the Client ✔ Prior to interviews, SpryPoint staff will familiarize themselves with the Client’s legacy system using available material provided by the Client, personal interviews, and other such information as needed.

During this activity SpryPoint will:
● Conduct workshops to discuss possible organizational changes that may result from implementing the new system, and how to manage them. ● Conduct individual or group interviews to confirm current business processes, review standard configuration of the SpryPoint Service in relation to these Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
14 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved processes, recommend process changes based on the best practices with the SpryPoint Product(s), and identify enhancements or configuration changes that are needed, or that could be mitigated by the adoption of recommended business practice changes. The following business processes will be reviewed.

• Customer Service
• Premises
• Service Orders
• Meters
• Billing
• Accounting, payments, collections and bankruptcy processes, including debt remaining at any premise and recovered through transfer of title
• Customer Engagement
• Customer Communications
• SpryEngage
o Self Service
▪ Registration
▪ Payments
▪ Payment History
▪ Billing
▪ Analytics
▪ Forms
▪ Password Resets
▪ Requests
▪ Profile Management
▪ Help & FAQ
▪ Administration
o Campaigns & Alerts
o Customer Relationship Management
▪ Mobile Field Service
• Dispatching
• Meter activities
• Service Orders
• Optimized Routing
• Photos
• Inspection process to include recycled water
▪ SpryBackflow
• Tester Registration
o Required certification
o Documents
o Process for updating certificates
• Assembly test submission workflow and test approval process • Assembly record management and customer and location
record management
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
15 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved • Test due notification process
• Other notifications or letters
• Required report

During this sub -section of the Analysis phase, other workshop sessions may be identified and required to ensure all business needs are being met.

3.4.3 Analysis – Planning Documents
During the Analysis Phase there are several documents that are created. To create these documents SpryPoint will meet with the appropriate Client team members. ● Test Plan – A document that outlines the strategy for testing. As part of the test plan testing success parameters will be agreed to with the Client. For example: it will include criteria like X % of residential accounts need to be checked or 100% of industrial accounts with no unexplainable discrepancies. ● Training Plan – a document that outlines the requirements for training. This includes a training matrix that can be used to plan End User training for the various user roles and courses. The Client will be responsible for matching training needs to individual End Users.
● Security Plan - Based on the workshops and interviews, SpryPoint will provide an out of the box security plan. In addition, SpryPoint provides base security roles. The Client will be responsible to match individual users to the security roles and assign roles to their users.

3.4.4 Analysis – Data Migration
Data Conversion is a critical part of every implementation project. During the Analysis Phase, workshop(s) will be held to define the following:
● Location of Client Data and access to Client data
● Confirmation of records that require conversion (as defined below) ● What format the Client Data will be received in
● Data cleansing options
● Parameters for data checking/validation
● How Client Data will be mapped to the new data structure This information will be gathered and documented in the Data Conversion Strategy document.

3.4.5 Analysis – Reports & Dashboards
During the Analysis Phase a Report & Dashboard Analysis will be completed. This analysis starts with SpryPoint reviewing the out of the box reports and dashboards with the Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
16 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Client. Upon completion of this review SpryPoint will create a Report & Dashboard plan that outlines the following:
• Out of the box reports and/or dashboards that meet the future state business processes.
• Out of the box reports and/or dashboards that need minor customi zations to support the future state business processes.
• New reports and/or dashboards that will be required to be built to support the clients future state business processes.

3.4.6 Analysis – Organizational Change
Management
The objective of Organization Change Management (OCM) in the Analysis phase is for the SpryPoint team to better understand the current state of the Client, assess the organizational culture and the capacity to change. During this phase SpryPoint will provide:
• OCM Overview Presentation/Discovery
• OCM Plan

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work

3.4.7 Analysis – Deliverables, Roles & Responsibilities No. Deliverable
Name
Deliverable Description
Project Manager
Implementation
Specialist (s)
Executive
Sponsor
Project Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client

1. System
Familiarization
A product overview session(s) that are
designed to provide the Client with a look
at how the SpryPoint product(s) work
before the Analysis workshops

C A C R

2. Workshop
Questionnaires
Document(s) with questions that will need
to be answered by the core team and are
used as part of the discovery workshop
sessions. Note: The SpryPoint PM may
determine these are not required for the
project
A R

3. Workshop
Questionnaires
Provide answers in the questionnaires. A R

4. Topic Specific
Workshops
Workshop(s) will be completed to discuss
the requirements in each area and identify
R A
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
18 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description
Project Manager
Implementation
Specialist (s)
Executive
Sponsor
Project Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client
any gaps. An agenda will be provided for
each workshop.

5. Attend
workshops
Client will ensure the correct subject
matters experts are available and
participate in workshops.

C A

6. Analysis Report A document that outlines the information gathered during the discovery. This
document will outline any gaps identified
during the workshops

R A C C I

7. Analysis Report
Updates
Updates to the Analysis Report with any
changes/feedback from the Client

R A C R

9. Analysis Report
Review &
Approval
The time required to for the Client to
review the Analysis Report and provide
feedback and/or approve the document

C C A R I

10. Report &
Dashboard
Plan
This plan is used to identify which reports
and dashboards require customization or
are new to support the clients future state
business processes

A R C R
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
19 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description
Project Manager
Implementation
Specialist (s)
Executive
Sponsor
Project Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client

11. Test Plan A document that outlines the testing
strategy for the implementation

A R C C

12. Training Plan A document that outlines the strategy for training the Client throughout the
implementation.

A R C C

13. Data
Conversation
Strategy
A document that defines all the Client
Data that will be converted. This document
defines the details and plan for conversion
throughout the implementation.

R A C C

14. Security Plan
and Baseline
Roles (out of
box)
A document(s) that outlines the security
access limits and the out of the box security
roles and their purpose.

A R C C

15. Security Plan
Role
Assignment
Updates to the document matching users
to security roles.

C C R A

16. Organizational
Change
Management
Plan
A document that outlines a strategy for
Organizational Change Management.

A R C R
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
20 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description
Project Manager
Implementation
Specialist (s)
Executive
Sponsor
Project Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client

17. Client
Communication
Plan
A document that outlines recommended
Client communications throughout the
Project for both internal and external
communications.

A R R R

18. Updates to
Client
communication
s plan
Go forward communication plan for Client
staff & its customers

C C A R C
Key: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work

3.5 Configuration
The configuration stage is the period in the Project where the project teams work to complete the initial “setup” of the SpryPoint product(s) to meet the specific business process requirements of the Client as defined in the Analysis document.

3.5.1 Configuration – Configuration Workbook &
Workshops
To document and track the configuration, SpryPoint uses a Configuration Workbook (Workbook). To populate the Configuration Workbook an agreed upon schedule of Configuration meetings are scheduled. While SpryPoint is accountable for maintaining the Workbook, the Client will be asked to be responsible to provide updates and input into the Workbook. The purpose of the Workbook is as follows:
● Provide a checklist of all required configuration settings ● Document configuration settings
● Show which configuration settings have been completed and where (i.e., Production Environment or Staging Environment)
At this point in the Project this will be referred to as the Initial Configuration. As SpryPoint works with the Client through the testing and data conversation activities, changes to configuration may be required. SpryPoint will be responsible for ensuring the configuration is updated with these changes.

3.5.1.1 Configuration – Bill Statement
SpryPoint uses an iterative approach to complete the bill statement configuration. It starts gathering initial requirements to determine the initial look and feel of the statement.

This will be provided to the Client to provide some initial testing and feedback. Up to two (2) more additional iterations will be completed to meet the Client’s requirements.

3.5.1.2 Configuration – Collection Letters
SpryPoint uses an iterative approach to complete the Collection Letter configuration. It starts gathering initial requirements to determine the initial look and feel of the Collection Letter(s). This will be provided to the Client to provide some initial testing and feedback.

Up to two (2) more additional iterations will be completed to meet the Client’s requirements.

Note a set of Collection Letters includes the letters to support the steps of the Collection Process. For example, if the collection process may have 3 steps that requires documents Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
22 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved to be created (1 - Late Notice; 2 - Delinquent Notice; 3 – Disconnect/Cut-off Notice) all three letters would be included in the scope.

3.5.1.3 Other Configuration Items

Other items required to be configured during this phase are:
● Service Orders - SpryPoint will gather requirements for developing Client’s Service Order processes including service types.
● Miscellaneous Letters – Report deliverables (letters) will be created by SpryPoint with respect to the Client logo, contact information, return address and text. The Client will supply the logo, contact information, return address, and text to SpryPoint for development of the letters. Some examples include, but is not limited to:

o Welcome Letter
o Returned Check Fee Letter
o Payment Arrangement Agreement Letter
o Bankruptcy Letter

During implementation SpryPoint will work with the Client to build and deliver all letter(s) and template(s) up to a maximum of 15.

3.5.2 Configuration – Data Migration
SpryPoint uses an Agile project approach during the data migration process. SpryPoint will be responsible for the assistance of transformation and load of the data from the Client's current systems to SpryPoint Products. It should be noted that while SpryPoint is responsible for the transformation and loading of data, the Client must provide user(s) who understand how the Client currently uses the system and to complete data extraction and support transformation activities.

3.5.2.1 Data Mapping
Before data can be extracted from the legacy system or imported into the various SpryPoint products, a data mapping document must be completed. SpryPoint will provide a document outlining all the data points that need to be mapped. The Client will be required to work with SpryPoint to ensure understanding of how data is used in the legacy system.

Agreed Time
SpryPoint will convert 3 full calendar years plus the number of months to go live of history into SpryCIS. SpryPoint will archive any Client Data older than 3 calendar years.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
23 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved The following table provides specific details of the objects to be converted, where the agreed time is 3 full calendar years, plus the number of months to go live of history.

SpryCIS Objects to Convert
Object Details
Customers Active customers with balances within the specific time limits, including relationships (i.e., landlords/tenants). This also includes customer addresses and corresponding contact information.

Note: In the agreed time if there are inactive customers with balances these will be included in the conversion.

Premises All active premises in the agreed time.

Accounts Active accounts only within the time range and inactive accounts with a balance and inactive accounts that have historical activity and/or have been closed in the agreed time.

Meters All active meters within the agreed time range, regardless of account status.

Service
Points
Active service points within the agreed time range.

Meter
Readings
For all converted meters per the agreed time.

AR
Balance
All active account balances within agreed time.

Service
Orders
All active and completed service orders within the agreed time frame.

Bill History Includes transactional data for any active accounts, inactive accounts with historical transactions within the agreed time.

Deposits If applicable, active deposit values will be converted.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
24 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Equipment All active equipment.

Remotes All active meters within the agreed time range, regardless of account status (if applicable).

Notes &
Comments
Notes & Comments for applicable converted records.

Additional history can be brought into the SpryCIS Archive Data Store. The Archive Data Store allows for inquiry and retrieval of historical, non -editable transactional data within the SpryCIS application.

3.5.2.2 Data Migration, Iterations & Refreshes

SpryPoint will design, develop, and create validation processes (For example: accounts receivable balances, meter reads, consumption, record counts, etc.). The Client is responsible for all data extraction activities from the legacy system. The extraction file format is flat CSV (comma -delimited). SpryPoint will provision an SFTP site for data transfer, where the Client team can upload the data to be converted.

The process starts with extracting and importing core data elements, and then with each conversion iteration, additional data elements will be added. After each conversion iteration, data validation reports will be provided to the Client to review and sign off on.

During the conversion process Client will extract the mapped data from the Client's legacy system and SpryPoint will import the data into the SpryPoint solution(s). In addition to this the Client is expected to complete the Data Acceptance Testing. SpryPoint will run the data conversion programs and provide reports to assist the Client with data quality validation – for example reconciliation reports (extracted = loaded).

The scope of this implementation includes an estimated 4 major data iterations with a maximum of 8 conversions. Each major iteration has a defined purpose and data requirements to meet that goal. In some instances, it may be required to complete multiple conversions to meet the goals and purpose of the major iteration. To ensure project efficiencies, the SpryPoint Project Manager will determine based on the project schedule and project needs if additional conversions are required and timing of those conversions, to ensure the data is correct to support a successful go live.

Note: If it is mutually agreed to by both parties the decision can be made to proceed with the next data iteration if one of the activities is not completed.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
25 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.5.2.3 Summary of Data Iterations
The following Table provides a summary of the data iterations. Specific details on each iteration can be found in the sections that follow.

Data
Iteration
Iteration Goals Max number of
Conversions
1 Convert master records to allow for baseline
testing
2 2 Converts transactional data 3
3 Supports user acceptance testing activities &
bill validation
2 4 Supports go live 1

3.5.2.4 Iteration 1

This is the initial data extraction and as a result is the first test of the data mapping.

When this iteration of data is completed, users will be able:
● Review Client Data in the respective SpryPoint solutions on the following record types:
o Accounts
o Customers
o Premises
o Services
o Service Points
o Meters
o Service Agreements
o Billing Agreements
o Meter Reads
● Complete data acceptance testing.
● Create bills, install meters, create billing & service agreements, and transitions.

3.5.2.5 Iteration 2

The goal of this iteration is to fix issues found during Iteration 1 and any additional record types required to start bill validation testing and other product testing. The following activities are targeted to be completed before Iteration 2 can be completed:
● Completion of Iteration 1 data conversion and data acceptance testing ● Completion of data cleansing activated identified in Iteration 1 ● Completed configuration adjustments identified
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
26 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

Upon the completion of Iteration 2, the Client will be able to see and review:
● Client Data in the SpryPoint solutions to include:
o Updated records from Iteration 1
o Transaction history
o Deposit records
● Complete data acceptance testing
● Complete bill validation testing

3.5.2.6 Iteration 3

The goal of Iteration 3 is to fix issues identified in the previous iteration and convert any remaining records identified in the data conversion mapping document that have not been converted yet.

To complete Iteration 3, the following prerequisites are targeted to be completed:
● Completion of Iteration 2 data conversion and data acceptance testing ● Completion of data cleansing activities identified in Iterations 1 & 2 ● Completion of configuration adjustments identified throughout testing

Upon completion of Iteration 3, the Client will be able to:
● Address any edge cases or record types that have not been previously completed ● Complete User Acceptance Testing
● Complete Mock Go Live between Iteration 3 and 4

3.5.2.7 Iteration 4

The goal of Iteration 4 is to support Go-Live.

In between data iterations, one or multiple data refreshes may be completed. Data refreshes can be requested by any project member but the final decision maker of whether to complete the refresh is the SpryPoint Project Manager. A data refresh is defined as the rerunning of the conversion processes using more recently extracted data.

Another key tenet of a data refresh is that extract routine, conversion script, and/or, mapping changes will be minimal in comparis on to a full iteration. A minor change is defined as script change that takes less than 1 hour to fix, such as fixing a mapping to support an edge case; adding handling for meter switches; changing rate mapping.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
27 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.5.2.8 Data Cleansing

During the data migration process there will be requirements to clean up data, this will be referred to as data cleansing. There will be several methods used to complete this cleansing activity. The main ones are:
● Correct during the extraction – In some instances it is easiest to correct the data using scripting on the export from the legacy system.
● Correct during the import process – In some instances it is easiest to correct the data using scripting on the import into the SpryPoint product(s). ● Manual correction in legacy system - In some instances, the Client will be asked to correct the data in the legacy system.
● Correction in SpryPoint Product(s) – In some instances. The Client and/or SpryPoint Implementation Specialist will be asked to correct the data in the SpryPoint Product(s). This may be completed manually or by scripting.

SpryPoint will work with the Client to decide the best approach on how data cleansing will be conducted and which of the above methods will be used or if an alternative method is required. SpryPoint and the Client will work together to come to a mutually agreed decision that is in the best interest of the Project.

3.5.2.9 Data Acceptance Testing

After each data migration SpryPoint will provide data validation reports that will outline what data has been converted, control totals and areas of concern, areas where data cleansing may need to occur or any other data abnormalities.

The Client will be required to review these reports with SpryPoint. In addition, the Client will be required to complete data acceptance testing. SpryPoint will provide checklists to use as guides for data acceptance testing. The Client is required to review and validate data for all records as outlined in the data conversion plan.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
28 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.5.3 Configuration – Data Migration – Backflow
For SpryBackflow the following data items will be converted.

SpryBackflow Objects to Convert
Object Details
Backflow Assemblies All active backflow assemblies and if applicable, any devices not yet installed
but maintained in Client/Service Designee
inventory
Historical Test Historical test header details

SpryBackflow uses an import approach for Data Migration. The Client/Service Designee will be required to extract the data in the requested formats. SpryPoint will import this data into SpryBackflow. Included in the scope of the project is 2 test data imports and the go live data import.

3.5.4 Configuration – Integrations & Enhancements
During the configuration stage, documents will be created for each interface, and enhancement that are included in the Project. These documents will include more specific details on the business requirements for each interface, or enhancement. The document(s) will be provided to the Client to review, provide feedback, and sign off on.

Once the document is signed off on then it will be scheduled with the development team for completion. Also, during this process each identified interface, and/or enhancement will be identified as required for Go -Live or not. This information will be used to help prioritize the delivery of this work.

3.5.4.1 Interfaces
During the contracting process interfaces were identified and a high -level description of the functionality has been outlined in this document. To see a complete list of Interfaces and their description included in the scope of the project please see section 4.1 Interfaces.

If interfaces, not listed in this document, are identified or requested, they will be deemed out of scope and the change order process will be initiated.

3.5.4.2 Enhancements
During the contracting process in scope product enhancements were identified and a high-level description of the functionality has been outlined in this document. To see a complete list of Enhancements included in scope of this project please see section 4.2 Enhancements.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
29 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved If enhancements, not listed in this document, are identified or requested, they will be deemed out of scope and the change order process will be initiated as outlined in section

3.9.6 Scope and Project Change Management.

3.5.5 Configuration – Core Team Training
To assist with the Client’s Core Team Members understanding of the SpryPoint product(s) SpryPoint will provide Core Team Training. This training is designed to give the Core Team members a full understanding of how to use the SpryPoint Product(s).

SpryPoint will provide the Client copies of the training presentations and student workbooks. During the training, activities and assessments will be completed to help reinforce key concepts. Training material during core team training will be based on the out of the box system functionality and may include functionality that is not applicable to you, however the purpose of the training is to help the core team understand how the system might work for Client specific business processes.

3.5.6 Configuration – Reports & Dashboards
During configuration any reports and dashboards identified as required for Go-Live in the Report Plan will be developed.

As identified in the Report Plan, SpryPoint will work with the Client to build/configure:

● Dashboard – SpryPoint will work with Client to configure a Customer Service Dashboard of key metrics using Metabase.
● Reports - SpryPoint will work with appropriate Client project team members to modify existing reports or write new reports using the out of the box reporting tool and Metabase.
● Metabase Training – As part of the scope of the project SpryPoint will train the Client’s designated report writers on how to build reports and dashboards in Metabase.

3.5.7 Configuration – Security & Roles
Based on the security plan, the Client will be responsible to assign security roles to users of the System. The Client can either use the out of the box security roles or they can create their own. When new functionality is released, SpryPoint is responsible to update the out of the box security roles only. If the Client has created their own custom security roles, they will be responsible to update any security related to new features to the affected roles. The SpryPoint Project Manager will work with the Client to ensure release notes are shared when required or applicable.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
30 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.5.8 Configuration – Organization Change
Management (OCM)
The following Organizational Change Management activities will be completed to support the Client and their users with the change that occurs during the implementation:

Risk Assessment
Measures the characteristics of the change and the attributes of the impacted organization to better understand the unique risks of the change. Changes that are more dramatic and farther reaching in the organization have a higher risk. Likewise, organizations and groups with histories and cultures that resist change face higher risk.

Understanding these characteristics, attributes, and risks helps to scale the change management plans accordingly.

Sponsor Assessment
The Sponsor Assessment measures the people management chain of all the impacted groups in terms of their position relative to the change and their change management competency. The resulting sponsor coalition describes the leaders and managers who need to be on board and actively engaged in leading the change. The primary sponsor is the person who authorizes and champions the change. This person must be actively and visibly engaged in the change throughout the project. They also have a part in building a coalition of sponsors across the organization. Each member of the sponsor coalition has the responsibility to build support and communicate the change with their respective audiences.

P-P-P-P Exercise
This exercise assists the organization in connecting change management to business results by documenting the Project, Purpose, Particulars, and People. If the people impacted by the project do not support and engage in the change, then the particulars of that change are not realiz ed. If these particulars are not achieved, then the purpose will not be achieved, and the business results are not met.

Sponsor Interview
The Sponsor Interview contains a list of questions that stakeholders may have about the project, and which can provide basic information about the project to stakeholders to create awareness and desire, the first two elements of the ADKAR® Model of individ ual change. Prosci® recommends that Primary Sponsors provide answers to these questions, which can then be repurposed throughout the project to reinforce key messaging concepts. These questions can also provide value for other tasks such as identifying stakeholders and defining project risk.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
31 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

Group Impact Assessment
The Group Impact Assessment measure the degree of anticipated changes to each of the groups impacted it terms of the follow 10 aspects of change. • Processes: The actions or steps taken to achieve a defined end or outcome. • Systems: A combination of people and automated applications organized to meet a set of objectives.
• Tools: An item or implement used for a specific purpose; can be a physical object such as a mechanical tool or a technical object such as a web authoring tool or software program.
• Job Roles: A physical geographical place that provides facilities for a stated purpose.
• Critical Behaviors: Vital or essential response of an individual or group to an action, environment, person, or stimulus.
• Mindset/Attitudes/Beliefs: A mental inclination, disposition or frame of mind reflected in behaviors.
• Reporting Structure: The authority relationships in a company or organization; who reports to whom.
• Performance Reviews: The process and indicators of how performance is measured and assessed relative to objectives.
• Compensation: The amount of the monetary and non-monetary pay provided in return for work performed.
• Location: A physical geographical place that provides facilities for a stated purpose.

Not all groups will be impacted the same. Understanding the impacts relative to each impacted groups helps to scale the change management plans accordingly.

OCM Scope and Goals Summary
This document summarizes the scope and goals of the anticipated changes and provides a consolidate source for information that can be communicated as needed to the organization.

OCM Strategy Presentation
This presentation summarizes the analysis findings, documents key takeaways, and recommends next steps for the organization.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
32 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Customer Bill Statement Communication Plan

This plan provides the organization with the tools to create an effective communication plan with their customers to ensure a smooth and successful rollout of the new billing system to their customers, minimizing billing disruptions and providing necessary support throughout the transition. This document will also provide best practices from other implementations on the tools to be used and the information to be imparted to customers Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work

3.5.9 Configuration – Deliverables, Roles & Responsibilities No. Deliverable
Name
Deliverable Description
Project
Manager
Implementatio
n Specialist (s)
Executive
Sponsor
Project
Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client

1. Configuration
Workshops
Workshops that are held on an agreed upon schedule
to determine the initial configuration requirements.

R A C R

2. Configuration
Workbook
Completed
The Configuration Workbook is filled out for the initial round of configuration.

R A

3. Configuration
Workbook
Assignments &
Homework
Provide required inputs & information for completion
of the Configuration Workbook
C A

4. System
Configuration(s)
The process to complete configuration in the System
Environments.

A R

5. Participate in
Configuration
Sessions
Be engaged in configuration sessions to answer
questions and understand how configuration is
performed
C R
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
34 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description
Project
Manager
Implementatio
n Specialist (s)
Executive
Sponsor
Project
Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client

6. Integration
Document(s)
For any in scope interfaces, this document validates
the interface design and functionality. One document
will be created for each identified integration.

A R

7. Integration
Requirements
participation
Participate in integration requirements sessions,
provide document feedback and approve documents
A R

8. Core Team
Training
Full system training provided to the Client's core
team members per the training plan that ensures the
core team understands how the SpryPoint
product(s) works.

9. Participate in
Core Team
Training
Client’s Core Team will participate in the scheduled
training sessions
A R

10. Enhancement
Document(s)
If there are enhancements included in scope, this
document validates the business use case and
captures the enhancement design and functionality. If
there are multiple enhancements one document will
be completed for each.

A R
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
35 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description
Project
Manager
Implementatio
n Specialist (s)
Executive
Sponsor
Project
Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client

11. Enhancements
Requirements
participation
Participate in Enhancement Business requirements
sessions, provide document feedback and approve
documents
A R

12. Data Mapping
Document
A spreadsheet that maps each field being converted
from the legacy system to a field in an appropriate in
scope SpryPoint product.

R A C C

13. Data Extraction
from legacy
system
The activities required to get data out of the Client’s legacy system.

C C A R

14. Data Import into
SpryPoint
Product(s)
The activities required to bring data into the SpryPoint product(s).

R A C C

15. Data Conversion
Results Report
The report(s) that is generated after the data
conversion round is completed.

R A C C

16. Data Conversion
Results Review
A meeting(s) to discuss the data conversion results and answer any questions, issues or concerns.

R A C R

17. Data Acceptance
Checklist
Template
A template that outlines the recommended data
element that should be tested
A R
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
36 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description
Project
Manager
Implementatio
n Specialist (s)
Executive
Sponsor
Project
Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client

18. Data Acceptance
Checklist
Template
Population
Population of specific data elements to be tested during data acceptance testing into the Data Acceptance
Checklist.

A R

19. Data Acceptance
Testing
Testing that is completed by the Client to check and
validate the data that has been converted.

R A

20. Data Acceptance
Testing Support
Answer questions and provide guidance during data
acceptance testing
A R

21. Identify data
issues
Identification and documentation of data issues found
during data acceptance testing

C C A R

22. Data Cleansing
Decisions
Make decisions on the best way to resolved data
issues ** see Data Cleansing Section above.

A R C C

23. Complete Data
Cleansing
Activities -
SpryPoint
Complete data cleansing activities A R C C

24. Completed Data
Cleansing
Complete data cleansing activities C C A R
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
37 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description
Project
Manager
Implementatio
n Specialist (s)
Executive
Sponsor
Project
Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client
Activities –
Client

25. Reports &
Dashboards
Build/Configure reports and Dashboard as determined
by the report plan

R A C R

26. Security
Configuration
The process of assigning users to security roles. C A R

27. System Ready
for Testing
Initial system configuration completed and system
ready for testing.

A R C C

28. OCM Training
Materials
Materials that will be used to teach end users and assist with OCM sessions.

A R C C

29. Communications
Document
Updates
Complete any updates to the internal and external
communication document and/or the strategy
document.

A R R R

Key: R= Responsible – Assigned to complete the task each party to the SOW will have to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work

3.6 Test
The Test phase’s primary focus is on testing and training. This phase is the key to mitigating risk and gaining user confidence in the new business processes. This is accomplished through SpryPoint’s systematic and thorough testing and training.

SpryPoint’s iterative testing methodology adds a layer of thoroughness at each step, building on the success of the previous steps. It is important that the Client spends time testing their business processes in the SpryPoint Solution(s) to ensure all business needs are met.

3.6.1 Test – Test Scripts
A test case is a document that outlines an element or scenario to be completed during a specific test cycle (feature, function, interface, etc.). Each test case must meet the following requirements:
● Uniquely numbered and named
● Identifies the functional/business domain recommended to be tested ● Describes the testing purpose
● Specifies the environment to be used
● Outlines any dependencies
SpryPoint will provide out of the box test scripts based on the standard business processes. The Client will be responsible for modifying test scripts to meet their custom needs. SpryPoint will be available to review, answer questions and provide recommendations for custom test scripts.

SpryPoint will uses Test Rail, a test case management tool, for disturbing and managing the test scripts for the various rounds of testing that occurs during Functional, Integration, and User Acceptance testing.

3.6.2 Test – Training Material
To assist the Client’s Testing Team Members with understanding of the SpryPoint product(s), SpryPoint will provide end-to-end system training. As part of the training, SpryPoint will provide the Client with copies of the training presentations and student workbooks. During the training activities and assessments will be completed to help reinforce key concepts. Training material used during tester training will be localized to use Client Data for hands -on exercises and will only contain details about system functionality that is being used as part of the go forward business processes. Note: The training material will not include details on the client’s specific business processes.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
39 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.6.3 Test – Tester Training
To ensure the project team has captured as many scenarios as possible and addressed all business cases, it is important that other users be identified and perform testing during the User Acceptance Testing phase. SpryPoint is responsible for ensuring users receive the required training, so they have the tools required to complete their assigned testing.

Although SpryPoint is responsible for providing the training, it is highly recommended that a core team member be part of the training session to help facilitate buy -in of the new functionality and business processes.

3.6.4 Test – Enhancement Testing
Enhancement Testing is the stand-alone testing of the system enhancements, performed during development, by the SpryPoint developers and implementation specialists.

SpryPoint is responsible for complete initial testing of enhancements to ensure they meet the requirements as outlined in the requirements document(s). It is recommended that the Client complete their own testing of the enhancement.

3.6.5 Test – Integration Testing
Integrated Testing will focus on these five main areas:

● Core integrated testing which tests major batch processes; ● Financial scenarios which focus on validating financial transactions; ● Integrated testing scenarios inclusive of primary and secondary scenarios; ● Unit (Singular) testing of interfaces and enhancement(s); ● Unit testing reports and bill prints.

SpryPoint is responsible to complete initial testing of integrations to ensure they meet the requirements as outlined in the requirements document(s). It is recommended that the Client complete their own testing of the integrations.

Included in scope is no more than two (2) rounds of functional testing.

3.6.6 Test – Functional Testing
The main purpose of the Functional Testing step is to establish that decisions made during the configuration phase of the project will be in line with Client’s business requirements.

Functional Testing utilizes scenarios based on industry best practices. To facilitate functional testing, SpryPoint and the Client will test scenarios, broken into two categories:
● Primary Scenarios - These scenarios involve functionality relating to the core business processes and are the most common end -user functionality, such as move-ins, move-outs, billing, and collections.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
40 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● Secondary Scenarios - These scenarios involve testing a broader spectrum of functionality designed to test unique, Client-specific functionality and infrequent or less common processes.

Included in scope is no more than two (2) rounds of functional testing.

3.6.7 Test - Bill Validation Testing
The purpose of the billing comparison process is to replicate a full billing cycle for all accounts in both the legacy system and SpryCIS and compare the results on each account. The end goal is to identify any billing anomalies to correct issues with setu p or conversion, and to document acceptable differences.

The billing comparison is an iterative process throughout the implementation to ensure bills are calculated correctly. The scope of the project includes three (3) iterations of billing validation. The first iteration will likely identify configuration or d ata issues that need to be corrected. After those issues are corrected the billing comparison will be run again up to two (2) more times to ensure billing accuracy. Billing comparison will be deemed acceptable when there is a 97% or higher billing match with no unknown reasons for differences. After each round of bill comparisons, a document is created that is shared with the Client to show the results. While SpryPoint is responsible to complete this testing, the Client will be required to help review and resolve issues. Results of each Bill Validation Testing Iteration will need to be signed off by the Client.

To complete Bill Validation Testing the Client must have the ability to provide an extract of the billing data from their legacy system in the form of a comma -separated file or spreadsheet from their legacy system at any given time. This data will need to include, at a minimum:
● Legacy Account Number
● Service Period Dates, start and end date
● Consumption by service
● Billing Cycle
● Bill Amount
● Budget Amount (if applicable)
● Bill amount by Service (if possible)
● Breakdown by flat charge vs. consumption, consumption charges by tiers (if possible)

3.6.8 Test – User Acceptance Testing
User Acceptance Testing cannot be deemed completed or accepted until all objects including but not limited to configuration, data migration, reports, modifications, interfaces, business processes and user security are completed and ready for Go-Live.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
41 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Note: In some cases, there may be a reason why an item may not be available during user acceptance testing. If this occurs this item(s) needs to be documented with a future plan to validate the item(s).

During User Acceptance Testing the Client will be accountable to complete any required testing, however, the SpryPoint team will be available to answer questions and help resolve any questions, issues, or concerns. SpryPoint will test all processes related to the read-only follower database during User Acceptance Testing.

The Client’s identified testers will complete the test cases as defined in the approved test script list and agree to complete testing to meet the parameters defined in the test plan. If tests fail, SpryPoint resources will be available to help and answer questions and/or work with the customer to fix the issues. Once SpryPoint has deemed the issue fixed, the Client will be required to retest.

3.6.9 Test – Client Driven Solution Walkthrough
To validate and ensure Client Go Live Readiness, the Client will be asked to assembly a group of users to demonstrate, to SpryPoint, their use and knowledge of the end-to-end solution and future state business processes. Test – Deliverables, Roles & Responsibilities Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work

3.6.10 Test – Deliverables, Roles, Responsibilities

No. Deliverable
Name
Deliverable Description
Project Manager
Implementation
Specialist (s)
Executive
Sponsor
Project Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client

1. Tester Training Training provided to any non-core team users that will be involved in testing activities.

R A

2. Participate in Tester
Training
Participate in tester training A R

3. Data Refreshes An updated data conversion iteration that is used to support testing.

R A C

4. Provide Test Scripts Provide out of box test scripts based on standard business processes.

A R C C

5. Update Test Scripts Activities required to update out of box test scripts to match Client’s future state and edge cases

C C A R

6. Execute Bill Validation
Testing
Activities required to complete a round of bill
validation testing

R A R R
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
43 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description
Project Manager
Implementation
Specialist (s)
Executive
Sponsor
Project Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client

7. Bill Validation – Issue
Corrections
Correction of issues found during bill validation. This could be in the form of changes to configuration,
training for Client, development, etc.

R A R R

8. Bill Validation Testing
Acceptance
A sign off provided by the Client that represents
acknowledgment that the Client has reviewed the
testing results and approves the results of the
testing round

C C A R

9. Execute Integration
Testing
Activities required to complete a round of
integration testing

A R R R

10. Integration Testing –
Issue Resolution
Correction of issues found during integration testing.

This could be in the form of changes to
configuration, training for Client, development, etc.

A R C C

11. Integration Testing
Signoff
A sign off provided by the Client that represents
acknowledgment that the Client has review the
testing results and approves the results of the
testing round

C C A R

12. Execute Functional
Testing
Activities required to complete a round of functional
testing

A R R R
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
44 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description
Project Manager
Implementation
Specialist (s)
Executive
Sponsor
Project Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client

13. Functional Testing –
Issue Identification
Identification of issues found during functional
testing. This could be in the form of changes to
configuration, training for Client, development, etc.

A R R R

14. Functional Testing –
Issue Resolution -
SpryPoint
Resolve issues identified in testing. A R C C

15. Functional Testing –
Issue Resolution -
Client
Resolve issues identified in testing. A R

16. Functional Testing
Signoff
A sign off provided by the Client that represents
acknowledgment that the Client has reviewed the
testing results and approves the results of the
testing round.

C C A R

17. Execute User
Acceptance Testing
Final testing performed by the Client Key Users and
any identified testers prior to system sign -off.

Security, Modifications and Reports testing will be
performed as part of UAT.

C C A A R
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
45 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description
Project Manager
Implementation
Specialist (s)
Executive
Sponsor
Project Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client

18. User Acceptance
Testing – Issue
Identification
Identification of issues found during user
acceptance testing. This could be in the form of
changes to configuration, training for the Client,
development, etc.

A R R R R

19. User Acceptance
Testing – Issue
Resolution -
SpryPoint
Resolve issues identified in testing. A R C C

20. User Acceptance
Testing – Issue
Resolution - Client
Resolve issues identified in testing. C C A R

21. User Acceptance
Testing Signoff
A sign off provided by the Client that represents
acknowledgment that the Client has completed
user acceptance testing and approves the results of
the testing

C C A R R
WhoKey: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work

3.7 Deploy
The Deploy phase is the point at which the Client and SpryPoint decide whether all critical pieces are in place to turn the system over to production. This phase includes a production readiness evaluation, cutover planning, and remaining end user training.

SpryPoint and the Client will develop a Cutover Plan prior to the proposed Go-Live date.

SpryPoint and the Client will stage all aspects of the system in preparation for production cutover.

The Production Readiness phase focuses on four critical areas:

1. Application Readiness. Is the application tested and ready for production? This includes modifications, interfaces, and reports needed to run in full operations.

2. Data Readiness. Is the data conversion ready for operations? Have all data cleansing issues been resolved or planned for during the cutover period?

3. Process Readiness . Have the business processes been reviewed? Have all business process -reengineering tasks been completed, documented, and made ready for operations?

4. Resource Readiness. Are all the end-users trained? Is the Client’s staff trained to deal with problem-solving during the business cycle?

3.7.1 Deploy – Prerequisites
To cutover to production the following criteria must be met:
● User Acceptance Testing must be completed and signed off on. ● Approved Client Driven System Walkthrough
● All issues marked as required for Go-Live must be completed and signed off on. ● All product enhancements and integrations marked as required for Go -Live must be completed, tested, and signed off on.
● Converted data has been validated, balances, any discrepancies can be explained and signed off on.
● Required training is completed and signed off on.

Note: the above list is the standard agreement, however, in some cases there may be item(s) that may not be accomplished until Go -Live. Any desired expectation(s) to this list needs to be documented with a plan outlined and relevant details and mutually agreed upon by both parties.

3.7.2 Deploy – Go Live Cutover Plan
SpryPoint will develop a Go -Live Cutover Plan which outlines all issues and activities required to cutover and to the achievement of operational stability. The plan is based on Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
47 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved experiences gathered from other SpryPoint production cutovers, an on-going evaluation of best practices in the industry, and specific issues that arose during the configuration and testing of the software for the Client.

3.7.3 Deploy – Go/No Go Decision
This is a critical decision point in the project, where the state of the project is reviewed against the Deploy Prerequisites to determine the readiness for Go-Live. This step should occur approximately 30 days before Go -Live. If the Client has specific needs that will require more than 30 days’ notice, this decision point should occur further out than 30 days prior.

The Go/No Go Decision process occurs in two steps.

Step 1 – SpryPoint Internal Go/No Go Decision
This is an internal meeting with the SpryPoint Project Team, SpryPoint Executive Sponsor and other SpryPoint Stakeholders to discuss the project and evaluate Go -Live readiness. If this meeting results in a "Go" Decision, a Client Go/No Go meeting is scheduled. In the event a "No" results from this meeting a meeting will be scheduled with the Client’s Executive Sponsor and Key Stakeholder to discuss the concerns and an established action plan.

Step 2 – SpryPoint/Client Go/No Go Decision
When the SpryPoint Internal meeting results in a "Go" Decision, the project status, risk, cutover plan is discussed with the Client’s Project Team, Executive Sponsor and any Key Stakeholders. If the Client makes a "Go" decision, plans for the cutover are finalized. If the Client makes a "No-Go" decision, SpryPoint and the Client will work together to determine if the change is in or out of scope, and the appropriate actions will be taken to resolve the issues/concerns.

3.7.4 Deploy – End User Training Material
To assist the Client’s end users with understanding of the SpryPoint product(s); SpryPoint will provide end to end system training. As part of training, SpryPoint will provide the Client copies of the training presentations and student workbooks. During training, activities and assessments will be completed to help reinforce key concepts.

Training material used during end user training will be localized to use Client Data for hands on exercises and will only contain details about system functionality that i s being used as part of the Client’s go forward business processes. Note: The training material will not contain specific business process information for the Client.

3.7.5 Deploy – End User Training
The end-user training will be performed by SpryPoint staff, with the assistance of one or more Client core team members. The SpryPoint instructor will supply the detailed knowledge of the applications being taught, and the Client functional resource will bring Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
48 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved the detailed knowledge of Client processes to the classroom. The SpryPoint instructor will lead the instruction with the Client resource attending to clarify any process or procedure questions specific to their environment.

While SpryPoint will make every effort to complete end user training as close to Go-Live as possible, there may still be a period between training and Go -Live. As a result, the Client agrees to establish a practice lab and a schedule where trained users are scheduled and required to spend time practicing what they have been trained on.

For SpryBackflow; SpryPoint will be responsible to training Client resources. However, the Client will be responsible to provide any training to their customer users.

3.7.6 Deploy – Mock Go Live
The Mock Go-Live acts as a dress rehearsal for the actual Go-Live weekend and Monday morning activities. This practice run is used to ensure everyone understands their roles and responsibilities for the actual Go -Live. In addition, it allows SpryPoint to validate the schedule and timings for the cutover weekend. This includes any manual entries required after the completed conversion and validation of all reporting. Some users will be asked to run testing to ensure they understand what is going to happ en when the business opens on Monday morning.

3.7.7 Deploy – Customer & Vendor Notifications
As the Client prepares for Go -Live the Client may need to notify customers, vendors and other third parties of the system Go-Live. It will be the responsibility of the Client to prepare and complete these notifications. However, SpryPoint can be used as a resource to talk about their experiences in what other Clients have done.

3.7.8 Deploy – Go Live
This phase includes the system shutdown time when the cut -over to production occurs.

Most of this work is performed when the office is closed. During this time, the final data conversion is completed, and all other steps as identified in the cut -over plan are completed, and validation is performed to ensure everything is in place to open the office.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work

3.7.9 Deploy - Deliverable(s), Roles & Responsibilities No. Deliverable
Name
Deliverable Description
Project Manager
Implementation
Specialist (s)
Executive
Sponsor
Project Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client

1. Go Live Plan A document that outlines the plan for Go-Live, including any schedules and checklists for the Go-Live
weekend.

A R I R R R I

2. SpryPoint
Internal Go/No
Decision
An internal SpryPoint meeting where the Client’s
readiness for Go-Live is reviewed.

A R R I

3. SpryPoint/
Client Go/No Go
Decision
A meeting upon the acceptance of prerequisite
activities that gives the approval to move forward with the Go-Live.

A R R C R R R

4. End User Training Training for users is teaching them how to use the SpryPoint products, as identified in the training plan.

A R C R R

5. Customer/Vendor
Notifications
Notice of Go-Live for any customers, vendors, and
other interested parties of the Go-Live planned date.

I I A R I C
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
50 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description
Project Manager
Implementation
Specialist (s)
Executive
Sponsor
Project Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client

6. Schedule Practice
Sessions for
Trained End Users
A schedule that assigns system practice time to
trained users.

A C R

7. Practice Lab A space where trained end users can go to use the SpryPoint Product(s) and practice their system skills.

A R I

8. Practice Session(s) The time an end user(s) spends practicing what they learned in training sessions.

C R A

9. Mock Go Live A complete dress rehearsal of the Go-Live activities to ensure all parties understand their role in Go-Live.

A R R R I

10. Final Data
Conversion
Exports
All activities required to complete the final data
conversion exports from the legacy system.

A R C C

11. Final Data
Conversion
Imports
All activities required to complete the final data
conversion import in the production system.

R A C C

12. Go-Live Activities Complete all cutover activities as defined in the cutover plan.

A R I R R R I
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
51 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description
Project Manager
Implementation
Specialist (s)
Executive
Sponsor
Project Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client

13. Issues Log
Updates
The issues log that gets updated with any issues that
occur during cutover.

A R R R

14. Go Live Sign off A document that confirms that the system is ready for production use and that the Client is ready to begin
using the SpryPoint solution(s) as the system of
record.

R R I A R C
Key: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work

3.8 Operate
The purpose of this phase is to ensure complete and successful transfer to the new customer information system as well as the other applications included in the Project scope and provide the Client with direct access to the implementation team personnel.

The SpryPoint implementation team will work together with your production staff to ensure the systems are well understood and functioning per the agreed business processes.

3.8.1 Operate – Post Go Live Support
This is the initial period after Go-Live where the Client’s focus is on system stabilization.

The post Go-Live/stabilization period will last 90 calendar days with the goal to complete 3 full billing cycles (assuming monthly billing cycle) , including 1 successful billing cycle that does not experience severity 1 or 2 issues. Any severity 3 issues will have a plan for resolution that is agreed to by both parties.

During this period, the Client is using the SpryPoint product(s) to complete their day- to-day responsibilities and run their business. The SpryPoint implementation team is available to the Client to answer questions, provide refresher training, manage, and resolve all application issues (configuration, training, and defects, etc.), resolve all post - production issues as well as any Go -Live deferred functionality, provide support of the business process review activities and how to best achieve the desired improvements.

At the end of the post Go-Live stabilization period a punch list is created. This list contains:

● Any issues and their severity still open at the end to the stabilization period ● Any SOW items that were not delivered prior to Go-Live ● Any additional reports required and agreed to as part of scope of services

3.8.2 Operate – Transition to Customer Success
After the post Go-Live period has been completed and all severity 1 and 2 issues have been resolved and all severity 3 issues have a plan for resolution that is approved by both parties, we will transition the Client to the Customer Success team. The transition involves a SpryPoint internal knowledge transfer between the Service Delivery and Customer Success Teams and an introductory meeting with the Client, SpryPoint Project Manager, and the SpryPoint Customer Success Team. Once the transition to the Customer Success team has occurred, the SpryPoint implementation team will continue to be accountable for the resolution of all items on the punch list and the Customer Success Team will be accountable for any new issues.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
53 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.8.3 Operate – System Acceptance & Project
Close Out
The project close out is the point when the Project parties both agree that all Project deliverables have been completed per the Statement of Work and the Implementation portion of the contract is completed, the system is accepted by the Client and the Project is deemed closed.

This occurs when the following are met:

1. All of the service deliverables identified within this SOW have been completed, delivered and accepted or deemed accepted per specific contractual provisions, including approved Change Orders impacting the SOW;

2. All punch-list items severity 1, 2 and a plan for delivery of severity 3 are delivered to the Client. The Client agrees to test all delivered severity 1 and severity 2 items within 15 business days of receipt and provide written details of any concerns. If no written details or concerns are provided by the Client within the 15-business day period, the items will be c onsidered approved. Client must have received training as defined in the SOW on the SpryPoint Products and know how to use the system.

3. 1. and 2. above have been met, and the project is 6 months past cutover, and no written documentation of issues related to the scope included in this SOW has been provided to SpryPoint; SpryPoint will send an email to the Client stating that due to no documentation approval has been assumed.

Once a project is deemed complete any outstanding implementation fees are due.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work

3.8.4 Operate – Deliverables, Roles, & Responsibilities No. Deliverable
Name
Deliverable Description
Project Manager
Implementation
Specialist (s)
Customer
Success Team
Project Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client

1. Refresher
Training
Any identified and agreed upon refresher
training completed.

A R R R R

2. Transition
Documentation
SpryPoint Internal Documentation used
to provide the Customer Success Team
information about the Client and their
project.

A R R

3. Transition to
Customer
Success
Internal
Meeting
A SpryPoint internal knowledge
transition meeting to review the project
details.

A R R I

4. Transition to
Customer
Success
Meeting
A meeting was held with SpryPoint to
introduce them to the Customer Success
Team and how they work with them.

A R R R R I
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
55 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description
Project Manager
Implementation
Specialist (s)
Customer
Success Team
Project Manager
Core Team
Testers
End Users
Executive
Sponsor
SpryPoint Client

5. Finalize
Punchlist
A document that lists any open items that
need to be resolved as part of the scope
of the product.

A R I R R

6. Signoff on
Punchlist
Acknowledgement, by the Client that
they have reviewed the punch list and
they agree to it.

R A R I

7. Project Close
Out Document
A document that summarizes project
details.

A R R R

8. Project Close
Out Signoff
Acknowledgement, by the Client that all
SOW deliverables have been completed
and the project has been signed off on
and closed.

I A R C
Key: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work

3.9 Project Governance

3.9.1 Project Management (PM)
SpryPoint uses a highly structured and layered project management methodology, which relies on detailed and complete project plans, to determine who is working on each task, and when, throughout the life of the project. Central to SpryPoint’s philosophy is maintaining strong communication throughout the teams, setting expectations early, facilitating and coaching as required and monitoring progress.

SpryPoint will provide a Project Manager throughout the life of the Project who will work directly with the Client's Project Manager and the joint team to ensure that all project responsibilities are met.

SpryPoint and Client Project Managers shall be responsible for the planning and execution of the Project. They shall work collaboratively to manage all project activities from project management activities, including planning and execution, the delivery of change management, and project communications throughout the Project. The Client’s Project Manager is ultimately accountable for the Client’s resources, project tasks and internal project plans and SpryPoint’s Project Manager is accountable for their resources and project tasks. Both project managers will need to work together and retain authority for day-to-day project decisions and ensure project success.

3.9.2 Project Communications & Tools
The SpryPoint Project Manager, working in conjunction with the Client Project Manager, will compile status reports for distribution to both the Client and SpryPoint management. Weekly meetings will be held to review overall status, schedule, and open issues noted in the status report.

As the implementation experts, SpryPoint agrees to communicate clearly which issues/tasks are on the critical path and have immediate impact on the project schedule and which issues/tasks are not. For issues that are not on the critical path the SpryPoint Project Manager will monitor these to ensure that these do not become critical path issues/tasks.

Communication Method Frequency Tool/Method Attendees
Project Team Status
Meetings
Every second
week
Zoom & Google
Docs/PDF
Both PMs, Client
Core Team
Meetings,
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
57 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved SpryPoint
Project Team (as
required)
Project Status Reports Monthly PDF N/A
Updates to the project
plan
Bi-Monthly Kantata N/A
PM Status meeting Weekly Zoom SpryPoint PM,
Client PM
Risk Log Bi-Monthly Google
Sheet/Excel
N/A
Executive Steering
Committee
Monthly Zoom SpryPoint PM,
Client PM,
SpryPoint
Executive
Sponsor, Client
Executive
Sponsor
Issue Log Weekly Google
Sheet/Excel
N/A

With the understanding that both SpryPoint and the Client are working jointly to achieve the best project outcome, the table above outlines the standard agreement for communications. If major project events occur, or at a critical point in the Project that require additional communications, updates, or meetings, both parties can mutually agree to the additional activities at no extra cost to the Client.

3.9.3 Acceptance Period
To facilitate the project schedule and project planning it is important both parties agree to a default response period of 5 business days for any issues involving the Project. While this will be the default time, either party can proactively ask for a longer time, if the time is not sufficient or ask for an extension. The SpryPoint Project Manager will evaluate any timeline extensions against the project schedule and communicate if the extension puts the project schedule at risk.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
58 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.9.4 Agreed Severity Definitions
During the implementation the following definition will be used to define the Severity of issues. In addition, issues will also be categorized as Go-Live Required or Post Go-Live.

Severity
Level
Example
1 – Urgent The Client’s business is not operational due to significant performance issues or outage, creating a substantial impact financially or by the number of customers affected.

Critical business function(s) cannot be performed, and/or a key component is unavailable or is non-functional. There is no immediate workaround.

Urgent issues have top priority until resolved. Examples of Severity 1 Issues includes but are not limited to:
● System is unavailable (outage),
● Unable to perform a key function such as calculation of bills or billing process, ● A key function is malfunctioning, creating a severe financial/customer impact ● Any event that impacts more than 20% of the customer base. ● Severity Level 1 issues are subject to an Issue Post-mortem by SpryPoint 2 – Critical The Client’s business is operational but the ability to perform business functions is severely impacted,
A critical business function or functions are partially operational or operating by use of a workaround only sustainable for a short period of time.

A critical business function or functions is operating at limited capacity or has a defect which creates errors or atypical results to customer records, transactions, financials.

Examples of Severity 2 issues include but are not limited to:
● 10%-20% of the customer base are affected by bills which are calculating or rendering incorrectly
● Response times on transactions or screens are 3 times the normal response times (response times must be tracked at go-live for benchmark) ● Processes take 3 times as long to complete or error out (response times must be tracked at go-live for benchmark)
3 – Restricted Use The service is experiencing an issue that can be worked around but is impacting the Client’s efficient use of the service. The business is operational with reduced efficiency.

Examples of Severity 3 issues includes but are not limited to:
● Single account issue
● Business function has a slight restriction of function of non-critical nature ● A workaround is required to maintain normal operations ● Non-performance impacting defect
4 – Not Urgent The service is fully functional but may contain a cosmetic flaw or misspelling.

There is no operational, financial, or customer impact.

Examples of Severity 4 issues include, but may not be limited to:
● A button is out of alignment on the user interface
● Question regarding configuration or functionality
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
59 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● General inquiries

3.9.5 Milestone Acceptance Process
This project will be invoiced on a milestone basis. The milestones, delivery criteria and payment timelines are noted below and in Exhibit G - Milestones.

On a monthly basis, the SpryPoint Project Manager will submit a list of milestones that have been completed for review and approval to the Client Project Manager. Service deliverables shall be accepted or rejected within 5 consecutive business days from the time of submission for acceptance. Service deliverables will be considered accepted with written approval from the Client. In the event the Client does not provide written approval or feedback within the agreed upon time period SpryPoint may invoice the milestone. The use or partial use of any service deliverable in a Production Environment constitutes acceptance of that service deliverable but only to the extent of such use or partial use.

The Service Deliverable Acceptance Process is described below. ● Submission of Service Deliverables. The SpryPoint Project Manager, or his or her designee, will prepare a list of completed milestones and forward with the respective service deliverable to the Client Project Manager, or the Client designee, for consideration.
● Assessment of Service Deliverables . The Client's Project Manager will determine whether the service deliverable meets the requirements as defined in this SOW and that the service deliverable is complete.
● Acceptance / Rejection . After reviewing, the Client will either; accept the service deliverable in writing or will provide a written reason for rejecting it to the SpryPoint Project Manager. If the Milestone is accepted, the SpryPoint Project Manager will invoice for the Milestone(s). If the Milestone is rejected the SpryPoint Project Manager will review the reason and work with the Client's Project Manager to determine if the rejected reason is within scope and if so, resolve any concerns. Once concerns are addressed the Milestone Acceptance Form will be updated and resubmitted for approval in the next month invoicing cycle.

3.9.6 Scope & Project Change Management
During implementation either party may request additions, deletions, or modifications to the services or software described in this SOW (“the Change”). All Changes will be documented and approved, regardless of whether there is an associated cost for the change.

Requests for changes should be made to either project team’s PM. The SpryPoint Project Manager is responsible for creating a Change Order Form. The Change Order Form will include the following:

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
60 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● A description of the problem that needs to be solved or the scope change to be addressed.
● A description of the solution to the problem or scope Change being requested, including the use/business case and/or reason for the Change and suggested solution.
● An estimated impact of the Change on the project schedule. ● If applicable, any fees/cost and expenses associated with the Change.

The Change process that will be employed is defined below. The Change must be approved by both SpryPoint and the Client before any work related to a Change is completed.
● Identify the requested Change
● Identify and document the solution and scope of work associated with the Change requested
● Estimate required effort, and any associated costs
● Assess impact of the Change on schedule, travel fees, milestones, contract, risks and/or any other identified impacts.
● Submit for review and approval by the Client and SpryPoint Management Team
● If not approved, no changes are completed and the Change request is canceled ● If approved, Project documents are updated and work on the Change is scheduled into the Project
● Monitor and report progress on the Change
● Communicate the Change resolution
During implementation, work to execute any approved project Changes will be completed at a price of $200 USD per hour.

3.9.7 Issues and Risk Management
The following procedure will be used to manage Project issues and risks:

● Identify and document all concerns
● Assess the impact and prioritize the impact to the Project ● Assign responsibility to resolve the issue or risk
● Monitor and report progress on the issue or risk
● Communicate issue resolution

On a monthly basis, the Project Managers will meet to review the status of the risks and outstanding issues. When a risk is identified each risk will be assessed for its probability and impact and weighted.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
61 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.9.8 Conflict Resolution and Escalation Process
While both parties agree it is the desire to resolve issues quickly and within the project team(s), at times this may not be possible, and issue(s) may need to be escalated to resolve. A project issue can include anything from a business process change, to a schedule issue, to a personnel issue, etc. The following table shows a typical escalation path:

Escalation Path SpryPoint Client
Level 4 CEO IT Director
Level 3 Vice President Service
Delivery
IT Enterprise Applications
Manager
Level 2 Project Manager Project Manager
Level 1 Implementation Specialist Core Team Members

3.9.9 Project Working Times

3.9.9.1 Project Working Schedule
During the project implementation s it has been agreed that Project Meetings, Training Sessions and/or any onsite time will be completed Monday through Friday, when working remotely. If work is being completed onsite all meeting times will be scheduled Monday through Thursday, with Friday being a travel day for the SpryPoint project team. In the event scheduled project activities such as meetings, training sessions, etc. need to be completed on days/times outside the above agreed times, this will be mutually agreed upon by both parties and scheduled a minimum of three (3) weeks in advance.

3.9.9.2 Statutory Holidays
It is agreed that both parties will do their best to respect each party’s holiday schedule.

However, depending on where the project is and go-live date, on occasion project team members may be required to work a statutory holiday. If this is to occur, it will be mutually agreed to by both parties.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
62 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved SpryPoint Observed Holidays
Holiday 2025 2026 2027
New Year’s Day January 1 January 1 January 1
Islander Day/Family
Day
February 17 February 16 February 15
Good Friday April 18 April 3 March 26
Victoria Day May 19 May 18 May 24
Canada Day July 1 July 1 July 1
Civic Holiday August 4 August 3 August 2
Labor Day September 1 September 7 September 6
National Day of
Truth &
Reconciliation
September 30 September 30 September 30
Thanksgiving October 13 October 12 October 11
Remembrance Day November 11 November 11 November 11
Christmas Day December 25 December 25 December 25
Boxing Day December 26 December 26 December 26
** Note: this calendar is subject to change based on company policies

Client Observed Holidays
Holiday 2025 2026 2027
New Year’s Day January 1 January 1 January 1
Martin Luther King
Jr.

January 20 January 19 January 18
President’s Day February 17 February 16 February 15
Memorial Day May 26 May 25 May 31

Independence Day
July 4 July 4 (observed
July 3)
July 4 (observed
July 5)
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
63 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Labor Day September 1 September 7 September 6
Indigenous People’s
Day
October 13 October 12 October 11
Veteran’s Day November 11 November 11 November 11
Thanksgiving Day November 27 November 26 November 25
Thanksgiving Friday November 28 November 27 November 26 Christmas Day December 25 December 25 December 24

3.9.10 Executive Steering Committee
The Executive Steering Committee Meeting will include SpryPoint and the Client Project Managers and Project Sponsors. This review will take place monthly via a Zoom meeting or onsite (if mutually agreed to by both parties). The intent of this meeting is to ensure that the Project remains on-time and on-budget, and that Executive Management for both parties have a clear understanding of project status. The primary tool that will be used to do the meeting is the latest month’s Monthly Project Status Report. The intended level of attention to detail during this meeting is to identify areas of concern or material change to the Project. Topics of discussion include:
● Work accomplishments from the previous month and planned work accomplishments for the upcoming month.
● The percent complete for the overall project thus far. Descriptions of any material variances in schedule or work will be provided, if the percent complete is different than what was expected from the prior month. ● The current Risk Management Plan will be included, and risk status will be reviewed, based on priority of risks.
● The Project Plan will be included and reviewed for any areas of concern or material change to the project.

3.9.11 Project Management Recurring Deliverables
During the project implementation the SpryPoint Project Manager is accountable for the delivery of the following recurring deliverables:

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
64 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Communication Method Description
Shared Project Folders Via the used of Google Drive, SpryPoint will provide the Client with a shared project folder for document sharing and collaboration of documents during the project
Project Status Reports A monthly report that summarizes project status, upcoming activities, risks, etc.

Updates to the project
plan
Updates to the baseline Project schedule are performed
and published bi -monthly. The plan is updated to refine tasks, percent complete and milestone completions,
inclusive of resource updates and timeframe updates. Both parties will commit to staffing and resources to meet a rolling 3-month window.

Note: project plans will be maintained and updated in the SpryPoint Project Tool, called Kantata. Access can be
granted to the Client to see the project plan.

Risk Log Report that lists risks, probability, impact, status, and responsible resources.

Executive Steering
Committee
A monthly meeting to ensure both Executive Teams
understand project status, any risks, and an opportunity to discuss any other topics as required.

Issue Log Report that lists project issues, responsible resources, due date, priority, and impact on the critical path.

Note: If the Client prefers to use SharePoint as the site for sharing/storing files, SpryPoint will agree to this. However, the Client is required to provide and support the SharePoint infrastructure and provide access to the SpryPoint team members at no cost to SpryPoint.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
65 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 4 Integrations & Enhancements
This section outlines any of the integrations or enhancements included in the scope of work. It is important to note that during analysis and throughout the implementation there may be additional integrations or enhancements identified. In this event, SpryPoint will provide a ballpark estimate(s) to determine if further investigation or detail(s) is required. If the Client is not interested, SpryPoint will work with the Client to ensure they understand all required workarounds. If the Client wishes to investigate further, a full estimate will be provided. If the change is deemed required, the change order process will be activated.

4.1 Integrations
SpryCIS is designed with REST Application Programming Interfaces (API’s) to enable real- time integration. For inbound integration and synchronization from back -office applications, we provide a purpose-built back- office integration Application Programming Interface (API). For outbound integration, we have an integrated process scheduler as well as an extensible event framework to support both batch and scheduled integrations as well as event-driven integrations.

SpryPoint will create an Integration Requirements Document for each integration to define the detailed requirements.

Note: In the event additional work or development is required to support integrations with third party applications and SpryPoint, it is outside the scope of this project. Some examples are configuration in a third party application, the need for a third party to add information to an API, etc.

Integration
Name
Integration Details
Workday
SpryPoint has an existing integration with Workday that automates the flow of financial data such as general ledger and banking transactions into your Workday system.
● The Accounting Journal Connector facilitates the exchange of accounting journal entries between SpryCIS and Workday. This connector enables all financial transactions to be synced to the correct general ledger accounts in Workday.
● The Ad Hoc Banking Transaction Connector, facilitates the exchange of banking transactions, such as payments and payment reversals, between SpryCIS and Workday. The ad hoc banking Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
66 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved transactions are used to reconcile payments in SpryCIS against bank statements, which ensures accurate and timely reconciliation.

For each of these connectors, SpryCIS generates a CSV file with summarized records on a nightly schedule and uploads the files to an sFTP site. The files can then be automatically picked up by Workday and imported into their system.

Accounts Payable Process: SpryPoint supports generating an accounts payable export file in CSV format. This file contains accounts payable information for each refund voucher, such as account, customer, mailing address, ACH banking details, and refund amount. The file is generated manually from SpryCIS by selecting a date range of which vouchers to include. The typical process with existing Workday customers is to upload this file into Workday manually. Automation of this activity is currently not supported. It would require additional effort to validate whether Workday has a file-based connector or API available that can support automated upload of AP refunds. This is currently out of scope.

Invoice Cloud SpryCIS Integration

SpryCIS integrates with InvoiceCloud to provide payment processing functionality with full two-way integration between SpryCIS and InvoiceCloud.

Capabilities include:

● Batch-based Biller Information File (BIF) integration. SpryCIS transmits a list of invoiced accounts to InvoiceCloud via a scheduled job
● Real-time data lookups. When a customer accesses their account in InvoiceCloud, InvoiceCloud queries SpryCIS for real-time account balance and other information
● Real-time statement retrieval. When a customer accesses their account in InvoiceCloud, InvoiceCloud queries SpryCIS for statement PDF images
● Real-time payment postback. When a customer makes a payment in InvoiceCloud, InvoiceCloud creates the payment in SpryCIS ● Real-time ACH rejection postback. When an ACH payment fails in InvoiceCloud, InvoiceCloud reverses the payment in SpryCIS ● Real-time autopay status updates from InvoiceCloud to SpryCIS ● Real-time paperless billing updates from InvoiceCloud to SpryCIS ● Real-time update of account email and phone numbers from InvoiceCloud to SpryCIS

SpryEngage Integration
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
67 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

SpryEngage integrates with Invoice Cloud to provide a seamless user experience for billing and account management within the customer portal. This integration allows users to access key Invoice Cloud functionalities directly from SpryEngage, ensuring a unified and efficient customer experience.

As part of this integration, SpryEngage will enable the following Invoice Cloud features within the customer portal:

● One-Time Payment Access: Customers can navigate to Invoice Cloud’s one-time payment page directly from SpryEngage. ● Paperless Billing Settings: Customers can manage their paperless billing preferences through SpryEngage, with settings synchronized with Invoice Cloud.

To ensure secure and synchronized interactions between SpryEngage and Invoice Cloud, the integration will support the following authentication and account management features:
● Pass-Through Authentication: Invoice Cloud serves as the authentication mechanism for SpryEngage, meaning all customer logins to SpryEngage are validated through Invoice Cloud. ● Password Modification: Customers can modify their passwords, with changes reflected in Invoice Cloud.
● Session Renewal: The integration ensures that session management between SpryEngage and Invoice Cloud remains seamless, maintaining a consistent user experience.
● Account Linkage Synchronization: SpryEngage and Invoice Cloud will remain synchronized regarding account linkages, ensuring accurate customer account management.
● Customer Sign-Ups: New customer sign-ups will be handled through Invoice Cloud, with the necessary information passed to SpryEngage.

Additionally, the Invoice Cloud integration supports configurations where co-owner functionality is either enabled or disabled, allowing for a flexible and comprehensive integration that accommodates different utility account structures.

EnerGov -
Permitting
The client requires the ability to push customer, premise, account, and service order information into SpryCIS, triggered when permits are approved in EnerGov. There is no integration between the legacy CIS and EnerGov, this is currently a manual data entry process.

SpryPoint was built using an API-first approach. SpryCIS has API endpoints to ingest permit data from EnerGov, such as premises, Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
68 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved customers, accounts, and service orders. If EnerGov has the capability to trigger an API call to the SpryCIS system, EnerGov may use these pre- existing APIS to send data to SpryCIS. However, EnerGov must have all information necessary to create records in SpryCIS, which may not be possible.

If EnerGov does not have the capability to interact with SpryPoint’s existing APIs, the process of importing premises and service points can be automated by a scheduled file upload. Users can also import customers, premises, and service orders from a spreadsheet on demand. This may eliminate the need for a direct integration with EnerGov.

Selectron -
IVR
SpryPoint has completed an integration with Selectron for several other customers. The integration is managed via real time API calls. Customers may use the Relay Utility IVR system to interact with SpryCIS by telephone. The following operations are supported:
● Finding accounts by phone number or account number
● Retrieving account information including account balance, most recent statement, last payment information
● Retrieving billing, payment, and consumption history
● Making a payment. Note that the payment is processed directly between the IVR and payment processor, and SpryCIS is notified of the successful payment via the payment processor real-time interface.
● Communications logs are posted to SpryCIS customers & accounts to reflect the inbound customer call detail
● Outbound collections calls may be initiated from SpryCIS collections processes, which will invoke calls in Selectron
Various
Payment
Import Files
SpryCIS includes a standard feature for file-based payment import, offering support for configuring payment file formats, including both fixed-width and delimited types like comma-separated values (CSV). This feature provides the ability to accommodate various lockbox/payment import processes without needing additional development. Users can upload payment files in SpryCIS either manually through the user interface, or by using an API call.

This process is typically used for the following types of third party remittance providers:
● Lockbox payments
● Drop-box
● Mail-in payments received by the utility
For Carlsbad, this will support the following integrations:

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
69 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● Mailed in payments to a lockbox in Portland. US Bank sends an electronic file.
● BCP (customer’s bank to Carlsbad)
● Drop Box - processed in batches over the counter by cashiers Note: this does not include payments made via IVR or online. Those payments will flow into SpryCIS in real-time via InvoiceCloud and Selectron API integrations.

ESRI GIS SpryCIS and SpryMobile include standard Esri ArcGIS integration capabilities. These capabilities include:
● Administrators may configure SpryCIS and SpryMobile to connect to ArcGIS web services using basic or OAuth 2.0 authentication. ● Administrators may display layers from ArcGIS web services (Feature Services, Map Services and Image Services) directly within the SpryPoint applications. These layers are overlaid on maps and easily toggled on or off. This allows users of SpryMobile and SpryCIS to view their infrastructure components, to pan, zoom, search and select, and ultimately perform operations by location and proximity to drive their workflows. Attribute data that describes various infrastructure components is pulled from the customer’s GIS through these services for display on maps. ● SpryMobile supports the automatic update of SpryMobile asset records when new assets are created or updated in ArcGIS Online, as well as a reverse process to push any assets created or modified in SpryMobile to ArcGIS Online. This is only supported on work orders and asset management, not meter-related orders.
● Where GIS is the system of record for premises-related data such as street address, drainage basin, pressure zone, etc, a customer may wish to export their premises data from a GIS to SpryCIS.

SpryCIS can ingest a premises master data file from GIS to update premises details to match the value in GIS. This integration requires developer involvement to work with the client to build the file format specifications and map data from GIS to SpryCIS. GIS applications may also update CIS master data by invoking standard SpryCIS APIs.
● In cases where your GIS administrators wish to use data within SpryPoint applications in GIS layers, SpryPoint includes a read-only database service which can be used as a data source for GIS services. GIS administrators can also access and export data from SpryCIS using built-in report tools such as Metabase.

InfoSend SpryPoint has an existing relationship with Infosend and has completed this integration for several other customers. SpryPoint will create and manage the bill template and collections letters as part of the project.

SpryPoint will build the template and letters based on the requirements of Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
70 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved both the client and InfoSend, to be mutually agreed upon by all parties.

SpryPoint will create a collated PDF file upon bill generation and processing collections batches. This PDF file can automatically be uploaded to an SFTP, if configured. SpryPoint can be configured to also include a text-based metadata file if InfoSend requires it. InfoSend will be responsible for address validation, sorting, printing, and mailing the statements and collections letters.

All PDF copies of bills are stored and available within the SpryPoint platform and do not need to be stored elsewhere (InfoSend or Paymentus).

Itron AMI SpryCIS Integration
SpryCIS supports standard meter reading integrations with Itron MV-RS, Itron FCS, Itron Temetra. Each integration is based on standard file-based AMR download and upload directly within SpryCIS. These meter reading integrations support compound meters and multi-register electric meters, as well as supporting automations for handling skip and trouble codes to automate meter-reading-related field activities.

SpryIDM Integration
SpryIDM supports native integration with Itron OpenWay Riva and ChoiceConnect Fixed Network, leveraging the Itron Common Reading Format to facilitate the exchange of interval meter data through a file- based approach. This integration enables SpryIDM to automatically ingest interval meter readings from all meters connected to the Itron Network at a predefined frequency (e.g. every 4, 8, 12, 24 hours) depending on the utility’s operational needs.

SpryIDM processes and stores these interval readings for a variety of purposes, including:
● Display interval data in applications such as SpryCIS and SpryEngage.
● Detect specific consumption events, such as potential leaks or unusual consumption spikes.
● Provide consumption forecasting.

Additionally, the client is encouraged to provide historical interval data for all available years or any relevant period, although this data is optional.

When available, it is utilized by SpryIDM to enhance usage forecasting and other calculations, ensuring accurate alignment with the client’s operational needs.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
71 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Okta SpryPoint supports Single Sign On (SSO) and user provisioning with Okta, using the SAML 2.0 and SCIM standards.

Collections
Agency File
As part of the collections process within SpryCIS, a collection step can initiate the accounts that become eligible for agency collection. These parameters include dollar threshold, number of days past due, prior collection steps processed before and account status. At this point a user can confirm the accounts being processed to a collection agency, which will track the event on the account and as an alert for easy visibility by all users.

Based on the processed collections events, SpryCIS can create an export file for the collection agency which is typically exported in a CSV format.

The CSV format can be configured to match the requirements of the collections agency. During discovery, SpryPoint will work with the collections agency to identify if additional fields are needed to support the requirements of the collections agency.

SpryPoint can also configure a payment import file format to allow import of payments from the collection agency to be applied against accounts in SpryCIS.

Laserfiche Laserfiche allows users to store a vast array of content efficiently.

Integrating URL links to content housed in Laserfiche can greatly streamline access and sharing capabilities. By leveraging Laserfiche's built-in web linking functionalities, SpryCIS can provide direct links to specific documents or folders from pages such as individual Accounts and Premises. When clicked, these links provide direct access to the intended content within Laserfiche, enabling seamless retrieval or viewing.

Laserfiche URLs are configurable using SpryCIS "alternate identifier" configurations, which eliminates any requirement for custom development. This process facilitates effortless integration, ensuring that users have immediate access to important documents without needing to navigate through the entire Laserfiche repository.

Teller CanAm
SpryPoint has a standard integration between SpryCIS and Teller that achieves the following objectives for in-person payments:

Unified Payment Processing: Enable Teller to serve as the primary portal for all city-related payments, simplifying the payment process for local government entities.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
72 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Access to A/R Information: Enable Teller to access customer accounts, A/R balances, and deposit information from SpryCIS, in real time via APIs.

Payment Injection: Enable Teller to inject payment records into SpryCIS accurately, in real time via APIs.

Some additional effort may be required to determine the integration approach for online payments. This approach will be a mutual decision between Teller, SpryPoint, Invoice Cloud and the Client as part of discovery. Scope to be discussed includes:
● Payment experience in SpryEngage (hosted payment pages) ● Payment notification flow between Invoice Cloud, SpryCIS, and Teller
● Autopay registration flow

4.2 Enhancements
No Enhancements are included in the scope of this project. 5 Travel
Reimbursable expenses include out-of-pocket expenses for travel, communications, and other expenses incurred in direct support of the project and are not reflected in the milestone schedules or services fees provided. In the event SpryPoint staff are required to travel onsite, the Client agrees to reimburse SpryPoint for its travel expenses per the following:
● Meals are covered as a per diem of $75 per day (no receipts provided) ● All other travel expenses, including but not limited to, reasonable airfare, hotel, parking, car rental, taxi, mileage, gas, and tolls will be reimbursed at the actual amount without markup. Receipts will be provided for these types of expenses. ● SpryPoint agrees no travel shall be booked without the written approval of the Client. In the event approved travel is booked and the Client cancels, the Client agrees to reimburse any incurred expenses.

For Client’s budgetary planning purposes, SpryPoint estimates that the above referenced Travel Events will total approximately $47,0000 USD and will be billed as incurred.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
73 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 6 Project Assumptions
The following project assumptions apply to this project:

6.1 General Assumptions

1. The Client will strive to minimize the impact of competing initiatives within the organization that may have a negative impact on the Project.

2. All prices are quoted in US Dollars and do not include any applicable taxes.

3. Prompt decision-making and problem resolution will be required to achieve an on-time, on-budget project completion.

4. The Client and SpryPoint understand the project scope and project timelines and agree to communicate and adhere to those objectives, thus setting the proper expectation level.

5. All changes to the SOW shall be managed in accordance with the Agreed upon Change process.

6. The Client will make resources available to assist with data extraction, data mapping, and preliminary data validation during the conversion efforts.

7. SpryPoint will provide the specified number of staff, as described in the detailed project schedule and the staffing matrix, with the appropriate skills and experience to lead each workshop, analytical session, or other review activities, whether onsite or conducted remotely.

8. If on -site activity is required, the Client will provide workspace for each SpryPoint consultant. Breakout and conference space will also be provided if required.

9. If training is completed on -site, adequate training space will be provided by the Client to train end users. The training room(s) will include computers for each end-user being trained.

10. The Client will ensure Project Team members are available for meetings with 24-hour notice when possible, workshops, discussions, and conference calls upon request by SpryPoint. Project Team members will respond to information requests by SpryPoint staff.

11. Whenever possible, the Project Team may consider alternative meeting options such as Microsoft Teams and Conference Calls, provided there are no additional costs or licensing fees incurred for SpryPoint.

12. Both parties agree to work a reasonable number of added hours (when required) to help complete project deliverables and project timelines as agreed upon by both Project Managers.

13. SpryPoint will assume responsibility for the successful completion of this SOW.

14. SpryPoint will assume overall responsibility for conducting all project related administration activities including the development and administration of a work plan that clearly indicates all the Client tasks and responsibilities.

15. SpryPoint is responsible for the initial deployment, configuration, and testing of environments of the system to support training, development, testing, etc.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
74 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

16. The Client is willing to implement SpryPoint's “Best Practices” to minimize the need for software customizations within reason.

6.2 System Testing Assumptions

1. SpryPoint and the Client will jointly develop all test plans outlining the testing approach, methods, data, and participants.

2. The Client will review, participate in, and complete testing activities under the direction of SpryPoint as outlined in the sections above in this document.

3. SpryPoint will provide resources for product fixes resulting from errors identified during the system testing process.

4. SpryPoint will deliver the completed SpryPoint Service to the Client for review and acceptance.

5. The Client will be responsible for signing off on testing results.

6.3 Training Assumptions

1. The Client is responsible for prerequisite education and training such as basic PC skills and fundamental business process knowledge.

2. SpryPoint will provide standard training materials. The Client may use these training materials for any subsequent training classes.

3. The Client will provide users with specific times to participate in the required training.

4. The Client has the facilities and will provide the necessary logistics support for all training sessions including training rooms, training workstations, and any other necessary training supplies needed.

5. The Client will ensure end-user attendance during training.

6. The Client will schedule and promote user practice sessions, to ensure use of the system after training is completed.

7. SpryPoint will allow Client to record training sessions.

6.4 Production Readiness and Cutover
Assumptions

1. The Client will be responsible for conducting an acceptance test of the completed System as delivered by SpryPoint, at the completion of the testing activities.

2. SpryPoint, with assistance of the Client, will develop a mutual agreement regarding the Go-Live plan and schedule.

3. SpryPoint, with assistance of the Client, will stage all aspects of the System in preparation for production cutover.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
75 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

4. SpryPoint, with assistance of the Client, will conduct production cutover activities.

7 Appendices

7.1 Definitions
In addition to the definitions contained elsewhere in this SOW, the terms in the table below are defined using the associated descriptions.

Definition/Term
Name
Definition/Term Description
Acceptance
Testing
Acceptance testing is the Client’s validation to ensure top -to- bottom functional stability and adherence to existing business requirements and business processes. Testing will be in several phases, including, but not limited to, functional testing, bill validation testing, integration testing, and performance testing.

Acceptance Acceptance is defined as information, documentation, development, or any other object(s) approved and signed off by the Client Agreement Date The date on which both the Client and SpryPoint have both executed the Master Agreement.

Business Day A regular workday (Monday through Friday – non-holidays or emergency days) as defined by the Client’s business calendar.

Business-critical
Report
A business-critical report is one that is identified as being needed to complete any business processes or reports required to run the business of the Client.

Business
Process Design
Business Process Design outlines how the system functionality will meet the requirements of the Client's future state processes. This design work will address operational and organizational changes required to implement the proposed solution. This typically occurs during the Analysis phase of the Project.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
76 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Business
Process
A defined series of procedures that will identify and document process steps and system transactions. Business Process documentation can be used to facilitate testing and training.

Bi-Monthly The activity will happen every other week.

Bi-Weekly This activity will happen twice a week.

Calendar
Day/Days
A 24-hour period–typically starting at midnight.

Change A request by the Client to add new requirements to the scope of the project. This could be in the form of an enhancement, additional services, new integration, etc. All changes to the SOW must be agreed upon by the parties and evidenced in a written instrument signed by the parties’ authorized representatives.

Change Order
Process
The process used when a Change of scope is identified. This process may or may not have monetary costs and implementation schedule impacts associated with it.

Configuration Process of performing table updates and algorithm changes to the System to have the System perform the Client’s specific user requirements. Configuration does not require programmatic software changes.

Cut Over Includes all activities required to prepare the Systems for the transition of the new SpryPoint CIS Solution to production processing. The activities will include ensuring security setup, establishing user profiles, closing out pending data in the legacy system, manual data conversions when required, system access rollout to end users, and other activities SpryPoint and the Client deem necessary.

Data
Acceptance
Testing (DAT)
Testing performed by the Client Subject Matter Experts after each data conversion iteration. During DAT, the Client not only verifies the data migrated, but also validates that the data may be inquired and reported upon. This can be done through a variety of queries, reports and visual confirmation.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
77 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Data Mapping The process of assigning source system data elements to target data elements in the System Data Model for purpose of conversion.

Data Model Conceptual description of data objects, their attributes, and the relationships between them.

Delivery Defined as information, documentation or an approved object provided to the Client for review, feedback and/or acceptance.

Functional Test Singular test of an object, such as a screen, report, or batch program. These tests will focus on specific functions.

Interface Passing of data between two separate and distinct systems; can be accomplished in real-time (via API) or batch mode.

Integration Test The integration testing will utilize formal test plans and scripts that will define how to test a singular feature and business process based on pre -defined expected results. Integration tests are formal in nature, cover multiple scenarios of a feature and process, and are based on the variations of the Client’s business.

Legacy CIS References the Client’s old Customer Information System, that is being replaced.

Bill Validation
Testing
This testing focuses on bill comparisons and validation between the legacy system and SpryCIS. The purpose of this testing is another method to ensure configurations are set up correctly, data has been imported correctly and there are no impacts on the Client revenue at the time of Go-Live.

Organizational
Change
Management
(OCM)
The activities, events, processes, and procedures that are employed for handling transformation from one system environment to another; this relates mainly to the people and business processes.

Metabase The out-of-the-box tool provided to build and deliver reports and dashboards.

Performance
Testing
This testing will exercise the System to ensure the Client will achieve the stated performance goals.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
78 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Price The total cost for implementation & expenses to deliver the SpryPoint Solutions as noted in this SOW and other Exhibits to the Agreement.

Project The completion conversion of the Client's Legacy CIS over to the SpryPoint System solutions as agreed upon as part of the SOW and Price.

Quality
Assurance
The process of verifying that the proper processes and procedures have been adhered to on the Project from a methodology as well as project management perspective and that the deliverables produced on the project have included the appropriate content and meet expectations.

Script Testing Testing using a predetermined script or set of instructions. Testing can be either manual or automated work.

SpryPoint
Service- a.k.a
System
The SpryPoint Service (System) includes all services as defined in this Statement of Work for products sold as part of this contract.

Templates Templates refer to the standard format of various project documents that SpryPoint will provide as a starting point and will be modified to address the specifics of this Project. Examples include Training Plan, Test Plan, Conversion Plan, etc.

Test Matrix A worksheet that identifies accounting periods, account numbers, financial transactions and other expected results for testing purposes.

Test Plan Document that outlines a strategy or approach for testing. A Test Plan describes key setup issues, dependencies, and other general factors.

Test Scripts A series of actions, functions, scenarios, or commands documented for execution during various phases of testing.

User
Acceptance Test
Final testing led by the Client, where SpryPoint is available for assistance, as required. This testing is typically scenario based and Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
79 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ensures that the System is configured to meet all of agreed upon business processes.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work

7.2 Milestone Schedule
Milestone Phase
Milestone
Name Milestone Description Amount
1 Project Management PM Month 1 PM activities per the SOW $6,000.00 2 Project Management PM Month 2 PM activities per the SOW $6,000.00 3 Project Management PM Month 3 PM activities per the SOW $6,000.00 4 Project Management PM Month 4 PM activities per the SOW $6,000.00 5 Project Management PM Month 5 PM activities per the SOW $6,000.00 6 Project Management PM Month 6 PM activities per the SOW $6,000.00 7 Project Management PM Month 7 PM activities per the SOW $6,000.00 8 Project Management PM Month 8 PM activities per the SOW $6,000.00 9 Project Management PM Month 9 PM activities per the SOW $6,000.00 10 Project Management PM Month 10 PM activities per the SOW $6,000.00 11 Project Management PM Month 11 PM activities per the SOW $6,000.00 12 Project Management PM Month 12 PM activities per the SOW $6,000.00 13 Project Management PM Month 13 PM activities per the SOW $6,000.00 14 Project Management PM Month 14 PM activities per the SOW $6,000.00 15 Project Management PM Month 15 PM activities per the SOW $6,000.00 16 Project Management PM Month 16 PM activities per the SOW $6,000.00 17 Analysis
Project Kickoff,
Environment
Deployment,
Functional
Overview
Complete the following
Deliverables:
- Staging and Prod
environments setup with
one client user setup
- Mobilize Project Team
- Conduct Project Kickoff
- Prepare project
infrastructure
- Detailed Analysis
Workshop schedule
complete
- System Overview Training $3,200.00
18 Analysis
Analysis
Workshops 1
Complete the following
deliverables:
- Customer Care Analysis
Workshops $8,000.00
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
81 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase
Milestone
Name Milestone Description Amount
- Premises Analysis
Workshops
19 Analysis
Analysis
Workshops 2
Complete the following
deliverables:
- Billing Analysis Workshops
- Payments Analysis
Workshops
- Collections Analysis
Workshops $8,000.00
20 Analysis
Analysis
Workshops 3
Complete the following
deliverables:
- Bill Template Analysis
Workshop
- Finance & Admin Analysis
Workshop $8,000.00
21 Analysis
Analysis
Workshops 4
Complete the following
deliverables:
- SpryEngage Workshop
- SpryMobile Analysis
Workshop $8,000.00
22 Analysis
Analysis
Workshops 5
Complete the following
deliverables:
- Integrations & Reporting
- SpryBackflow $8,000.00
23 Analysis
Analysis Report,
Review, and
Sign-Off
Complete the following
deliverables:
- Deliver Analysis Report to
client for review
- Analysis Report Updates
-Analysis Report Review &
Approval $8,000.00
24 Analysis Training Plan
Complete the following
deliverables:
- Deliver Training Plan $10,000.00
25 Analysis
Organizational
Change
Management
Plan Delivered
Complete the following
deliverables:
- OCM Overview
Presentation / Discovery
- OCM Plan $800.00
26 Analysis
Data Conversion
Strategy
Complete the following
deliverables:
- Data Conversion Strategy $7,200.00
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
82 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase
Milestone
Name Milestone Description Amount
27 Configuration Configuration 1
Complete the following
deliverables:
- Initial setup decisions in
configuration Workbook
updates for the following
workbook tabs:

1. Enable Services

2. Aging

3. GL Account Structure

4. GL Accounts

5. Billing Cycles

6. Penalty Type
- Configuration in staging
environment $9,000.00
28 Configuration Configuration 2
Complete the following
deliverables:
- Initial setup decisions in
configuration Workbook
updates for the following
workbook tabs:

1. Receivable Types

2. Revenue Months

3. Billing Periods

4. Default Gl Accounts

5. Services Types
- Configuration in staging
environment $9,000.00
29 Configuration Configuration 3
Complete the following
deliverables:
-Initial setup decisions in
configuration Workbook
updates for the following
workbook tabs:

1. Rate Schedule

2. Meter Size Rate Detail

3. Tax Schedules
- Configuration in staging
environment $9,000.00
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
83 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase
Milestone
Name Milestone Description Amount
30 Configuration Configuration 4
Complete the following
deliverables:

Workbook updates for the
following workbook tabs:

1. Account Statuses

2. Customer Statues

3. Premise Statues

4. Account Types

5. Premise Types

6. Equipment Location
Types

7. Routes

8. Water Meter
Configurations

10. Charge Types

11. Deposit Types

12. Credit Memo Type

13. Global Config

14. Measurement Types
- Configuration in staging
environment $9,000.00
31 Configuration Configuration 5
Complete the following
deliverables:
-Initial setup decisions in
configuration Workbook
updates for the following
workbook tabs:

1. Collections Media

2. Collections Routine

3. New Item Categories

4.City Setup

5. Equipment Categories

6. Equipment Type

7. Tender Type

8. Payment Sources
- Configuration in staging
environment $9,000.00
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
84 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase
Milestone
Name Milestone Description Amount
32 Configuration Configuration 6
Complete the following
deliverables:
-Initial setup decisions in
configuration Workbook
updates for the following
workbook tabs:

1. Auto number
configuration

2. Business Hours

3. Dashboard Configuration

4. Denomination
Configuration

5. Holiday Calendar

6. Billing Validation Rules

7.Budget Billing Types

8. Billing Agreement Add-
ons (if applicable)

9. Summer Sewer
Configuration
- Configuration in staging
environment $9,000.00
33 Configuration Configuration 7
Complete the following
deliverables:
- Initial setup decisions in
configuration Workbook
updates for the following
workbook tabs:

1.Payment File Format

2. Pre-authorized Payment

3. Alternate ID Types

4. Relationship Types

5. Deposit Interest
Schedules

6. Districts

7. Exemption Reasons

8. Move In Request Types

9. Move Out Request Types
- Configuration in staging
environment $9,000.00
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
85 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase
Milestone
Name Milestone Description Amount
34 Configuration Configuration 8
Complete the following
deliverables:
- Initial setup decisions in
configuration Workbook
updates for the following
workbook tabs:

1. Dispute Types

2. Dispute Resolution Types

3. Write Off Types

4. Bankruptcy Types

5. Service Order Actions

6. Service Order Types

7. Communication Message

8. Auto Reply Rules

9. Statement Message

10. Estimation Algorithms

11. Meter Reading Code
Mappings
- Configuration in staging
environment $9,000.00
35 Configuration Configuration 9
Complete the following
deliverables:
- SpryMobile Initial
Configuration completed and
SpryMobile ready for client
testing $16,000.00
36 Configuration Configuration 10
Complete the following
deliverables:
- SpryEngage Initial
Configuration & ready for
client testing $24,000.00
37 Configuration Configuration 10
Complete the following
deliverables:
- SpryIDM Initial
Configuration & ready for
client testing $8,000.00
38 Configuration Configuration 10
Complete the following
deliverables:
- SpryBackflow Initial
Configuration & ready for
client testing $8,000.00
39 Configuration Data Mapping
Complete the following
deliverables: $7,200.00
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
86 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase
Milestone
Name Milestone Description Amount
-Initial completion of data
mapping workbook
40 Configuration Data Iteration 1
Complete the following
deliverables as required for
Data Iteration 1:
- Develop/Update data
import routines
- Create & deliver data
conversion validation reports
- Load iteration data in
staging environment" $7,200.00
41 Configuration
Data Iteration

1.1 Complete the following
deliverables as required for
Data Iteration 1.1:
- Develop/Update data
import routines
- Create & deliver data
conversion validation reports
- Load iteration data in
staging environment" $7,200.00
42 Configuration Data Iteration 2
Complete the following
deliverables as required for
Data Iteration 2:
- Complete any data
mapping updates
- Develop/Update data
import routines
- Create & deliver data
conversion validation reports
- Load iteration data in
staging environment $7,200.00
43 Configuration
Data Iteration

2.1 Complete the following
deliverables as required for
Data Iteration 2.1:
- Complete any data
mapping updates
- Develop/Update data
import routines
- Create & deliver data
conversion validation reports
- Load iteration data in
staging environment $7,200.00
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

2.2 Complete the following
deliverables as required for
Data Iteration 2.2:
- Complete any data
mapping updates
- Develop/Update data
import routines
- Create & deliver data
conversion validation reports
- Load iteration data in
staging environment $7,200.00
45 Configuration Data Iteration 3
Complete the following
deliverables as required for
Data Iteration 3:
- Complete any data
mapping updates
- Develop/Update data
import routines
- Create & deliver data
conversion validation reports
- Load iteration data in
staging environment $7,200.00
46 Configuration
Data Iteration

3.1 Complete the following
deliverables as required for
Data Iteration 3.1:
- Complete any data
mapping updates
- Develop/Update data
import routines
- Create & deliver data
conversion validation reports
- Load iteration data in
staging environment $7,200.00
47 Configuration
Integration -
Workday (GL &
AP)
Complete the following
deliverables:
- Integration in staging
environment and ready for
testing $4,200.00
48 Configuration
Integration -
Tyler Energov
(Parcel
Information File
Import)
Complete the following
deliverables:

Integration in staging
environment and ready for
testing $2,800.00
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
88 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase
Milestone
Name Milestone Description Amount
49 Configuration
Integration -
Selectron
Complete the following
deliverables:

Integration in staging
environment and ready for
testing $4,200.00
50 Configuration
Integration -
Various
Payment Import
Files
Complete the following
deliverables:

Integration in staging
environment and ready for
testing $7,000.00
51 Configuration
Integration -

ESRI GIS
(ArcGIS)
Complete the following
deliverables:

Integration in staging
environment and ready for
testing $4,200.00
52 Configuration
Integration -
Infosend (Bill
Print File
Export)
Complete the following
deliverables:

Integration in staging
environment and ready for
testing $7,000.00
53 Configuration
Integration -
Itron Metering
(AMI)
Complete the following
deliverables:

Integration in staging
environment and ready for
testing $4,200.00
54 Configuration
Integration -
Okta
Complete the following
deliverables:

Integration in staging
environment and ready for
testing $2,800.00
55 Configuration
Integration -
Collection
Agency File
Complete the following
deliverables:
- Enhancement in staging
environment ready for client
review & testing $2,800.00
56 Configuration
Integration -
Teller CanAm
Complete the following
deliverables:
- Enhancement in staging
environment ready for client
review & testing $16,000.00
57 Configuration
Integration -
Laserfiche
Complete the following
deliverables:
- Enhancement in staging $7,000.00
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
89 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase
Milestone
Name Milestone Description Amount
(Document
Management)
environment ready for client
review & testing
58 Configuration Reporting 1
Complete the following
deliverables:
- Custom Report
Development $8,000.00
59 Configuration Reporting 2
Complete the following
deliverables:
- Dashboard & KPI
Development $8,000.00
60 Configuration
OCM
Assessments
Completed
Complete the following
deliverables:
- Risk Assessment
- PCT Assessment
- Sponsor Assessment
- P-P-P-P Exercise
- Sponsor Interview
- Group Impact Assessment
- Yesterday-Tomorrow
Analysis $5,200.00
61 Test
Core Team
Training
Complete the following
deliverables:
- Completed training for
Core team Members $9,600.00
62 Test
Functional Test
Cases
Complete the following
deliverables :
- Deliver to client out of the
box Functional Test Cases $8,000.00
63 Test
Integration Test
Cases
Complete the following
deliverables :
- Deliver to client out of the
box Integration Test Cases $8,000.00
64 Test
User Acceptance
Test Cases
Complete the following
deliverables :
- Deliver to client out of the
box User Acceptance Test
Cases" $8,000.00
65 Test
Bill Validation
Testing Round 1
Complete the following
deliverables :
- Complete Bill Validation
Activities $4,400.00
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
90 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase
Milestone
Name Milestone Description Amount
- Bill Validation report
delivered to client
66 Test
Bill Validation
Testing Round 2
Complete the following
deliverables :
- Complete Bill Validation
Activities
- Bill Validation report
delivered to client $4,400.00
67 Test
Bill Validation
Testing Round 3
Complete the following
deliverables :
- Complete Bill Validation
Activities
- Bill Validation report
delivered to client $4,400.00
68 Test
Bill Validation
Testing Round 4
Complete the following
deliverables :
- Complete Bill Validation
Activities
- Bill Validation report
delivered to client $4,000.00
69 Test Tester Training
Complete the following
deliverables:
- User identified as Testers
are trained and ready to
start UAT testing $7,500.00
70 Test
Functional
Testing R1
Complete the following
deliverables:
- Execute Functional Testing
- Functional Testing Signoff $6,000.00
71 Test
Functional
Testing R2
Complete the following
deliverables:
- Execute Functional Testing
- Functional Testing Signoff $6,000.00
72 Test
Integration
Testing R1
Complete the following
deliverables:
- Execute Integration
Testing
- Integration Testing Signoff $6,000.00
73 Test
Integration
Testing R2
Complete the following
deliverables:
- Execute Integration $6,000.00
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
91 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase
Milestone
Name Milestone Description Amount
Testing
- Integration Testing Signoff
74 Test
User Acceptance
Testing R1
Complete the following
deliverables:
- Execute User Acceptance
Testing
- User Acceptance Testing
Signoff $6,000.00
75 Test
User Acceptance
Testing R2
Complete the following
deliverables:
- Execute User Acceptance
Testing
- User Acceptance Testing
Signoff $6,000.00
76 Test
User Acceptance
Testing R3
Complete the following
deliverables:
- Execute User Acceptance
Testing
- User Acceptance Testing
Signoff $6,000.00
77 Deploy
End User
Training 1
Complete the following
deliverables:
- CSRs and Billing end users
trained $7,500.00
78 Deploy
End User
Training 2
Complete the following
deliverables:
- Field Service end users
trained $7,500.00
79 Deploy
End User
Training 3
Complete the following
deliverables:
- All other end users trained $7,500.00
80 Configuration
OCM Scope,
Goals, and
Strategy
Complete the following
deliverables:
- OCM Scope and Goals
Summary
- OCM Strategy Presentation
- Customer Bill Statement
Communication Plan $2,000.00
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
92 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase
Milestone
Name Milestone Description Amount
81 Deploy Mock Go-Live 1
Complete the following
deliverables:
- Mock Go-Live Plan
provided to client for review
- Mock Go- Live Scheduled $8,000.00
82 Deploy Mock Go-Live 2
Complete the following
deliverables:
- Mock Go-Live Successfully
Executed" $8,000.00
83 Deploy Data Iteration 4
Complete the following
deliverables as required for
Data Iteration 4:

Update mapping as required
Run data import scripts
Create & deliver data
conversion validation reports
Load iteration data in
environment $7,200.00
84 Deploy Go-Live
Complete the following
deliverables:
- Go Live Plan Developed
- Go/No Go Decision
- Go Live Activities
Completed - SpryPoint
- Go Live Signoff
- Issue Log Updated $24,000.00
85 Operate
Post Go-Live
Support Month
1 Complete the following
deliverables:
- Client Executing business
in Production
- Completed month end
- Updated and prioritized
punch list $30,000.00
86 Operate
Post Go-Live
Support Month
2 Complete the following
deliverables:
- Client Executing business
in Production
- Completed month end
- Updated and prioritized
punch list $13,000.00
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Statement of Work
93 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase
Milestone
Name Milestone Description Amount
87 Operate
Post Go-Live
Support Month
3 Complete the following
deliverables:
- Client Executing business
in Production
- Completed month end
- Updated and prioritized
punch list $8,000.00
88 Operate
Project Close
Out
Complete the following
deliverables:
- All contractual items
delivered
- All P1 and P2 items
completed
- Plan for any remaining
punch list items
- All documents signed off $5,000.00
Total $662,200
Travel (billed as incurred) $47,000
Total Implementation Costs $709,200

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

7.3 Document Samples
The following sections show a sample of some of the document templates that will be used through the implementation.

Note: Templates are subject to change. If this occurs the Client will be notified and, if required, adjustments will be made to ensure all required information is captured in the new or revised template.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

7.3.1 Project Status Report - Sample

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

7.3.2 Risk Log

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

7.3.3 Change Order Form

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06122024 Exhibit B Pricing Schedule Page 1 of 4

Exhibit B – Pricing Schedule

1. Client Information
This Pricing Schedule is entered into by SpryPoint Services, Inc. (“SpryPoint”) and Client as of the Effective Date and is subject to the terms and conditions of the Master Subscription Agreement between the Parties.

Name (“Client”) City of Carlsbad, CA
Client Billing Contact Name Doug Kappel
Client Billing Contact Phone Number 442-339-2791
Client Billing Contact Email [email protected]
Client Billing Address 1635 Faraday Ave
Carlsbad, CA 92008

2. Initial Term

3. The initial term of the subscriptions for SpryPoint SaaS reflected herein will commence on the Effective Date and will continue for ten (10) years. Invoicing

Subscription Fees are in United States Dollars. The Subscription Fee for the initial year will be invoiced upon contract execution. Thereafter, Client’s annual Subscription Fee will be invoiced annually 30 days in advance of the anniversary of the Effective Date for the duration of Client’s subscription.

Implementation and Professional Services fees will be invoiced per the applicable SOW, change order, or as otherwise mutually agreed and are not reflected herein. All other fees will be billed subject to the Usage Metric Verification Process or the Integrated Notification Services Fees, described in the Agreement.

4. Payment Terms

Net 45 days from date of invoice.

(Continued on next page)

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06122024 Exhibit B Pricing Schedule Page 2 of 4

5. SpryPoint SaaS Subscriptions
SpryPoint
SaaS
Subscription
Name
SpryPoint SaaS Description SpryPoint
SaaS Usage
Metric
Usage
Metric
Quantity
SpryPoint
SaaS Fee
Per
Usage
Metric
Initial Annual
Subscription Fee
SpryCIS –
Customer
Information
System
SpryCIS supports customer service and
account management; meter reading
(including consumption and usage data);
meter inventory records (including location
data and billing related inventory records);
field service order requests; rate, fee and
tariff storage (for mass calculation); billing
calculation and statements; and financial
processing (including payment,
adjustment, past due collection actions and
notifications); unpaid debt processing; and
financial reconciliations
Active
Accounts1
31,000 $4.40 $136,400
SpryEngage
– Customer
Engagement
Platform
SpryEngage supports customer self-service
and engagement functions:
customer facing (customer registration and
login; mobile access; profile management;
alert sign-up and delivery; guest access;
interactive bill display; electronic billing
payment processing; and electronic forms
submissions)
administrative (administrative dashboard;
reporting and analytics; customer
masquerading)
Active
Accounts1
31,000 $1.10 $34,100
SpryIDM -
Interval Data
Management
SpryIDM supports access to interval data
for meters, service points, and collections
of meters; data ingestion processes;
interval data standardization and
normalization; generation and delivery of
customer alerts
Active
Accounts1
31,000 $0.55 $17,050
SpryMobile –
Mobile Field
Service
SpryMobile supports the creation of short
cycle work with real-time connectivity to
SpryCIS (service orders; scheduling;
dispatch; mapping GIS layers; MyWork;
notifications)
Full Users2 12 $110.00/
User/ Month
$15,840
SpryBackflow
– Cross
Connection
Control
SpryBackflow supports maintenance of a
cross connection program (synchronization
of customers and locations with SpryCIS;
management of backflow assemblies
including physical location; generation and
delivery of test notices; tracking customer
and tester correspondence with customers
and testers; administration level review,
approval or denial of electronically
submitted tests; maintenance of tester
data; tester portal allowing profile,
certification updates and test submissions)
Testable
Assemblies4
8000 $1.38 $11,040

Integrated
Notification
Services Fees
Inbound & Outbound SMS Messaging
(estimate)
Active
Accounts
31,000 $0.02/SMS
Text
Message
$3,700
(assumes 186,000
outbound text messages/
year)
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06122024 Exhibit B Pricing Schedule Page 3 of 4

SpryPoint
SaaS
Subscription
Name
SpryPoint SaaS Description SpryPoint
SaaS Usage
Metric
Usage
Metric
Quantity
SpryPoint
SaaS Fee
Per
Usage
Metric
Initial Annual
Subscription Fee
Outbound Voice Messaging $0.03 per
minute
$1,500
(assumes 50,000 outbound
minutes/year)
Total Subscription Fee $219,630
1 “Active Accounts” means the maximum annual quantity, in blocks of 500, licensed and available to Client in the production environment over a 12-month period.
2 “Full User” means a user who can access SpryMobile’s full functionality to create, edit and share data. 3 “Light User” means a user who has read-only to access to SpryMobile functionality. 4 “Testable Assembly” means an assembly subject to test notices and test entry submissions.

Ten Year Total Cost of Ownership

Year 1 Year 2 Year 3 Year 4 Year 5
SpryCIS $ 136,400 $ 143,220 $ 150,381 $ 157,900 $ 165,795 SpryMobile $ 15,840 $ 16,632 $ 17,464 $ 18,337 $ 19,254 SpryEngage $ 34,100 $ 35,805 $ 37,595 $ 39,475 $ 41,449 SpryBackflow $ 11,040 $ 11,592 $ 12,172 $ 12,780 $ 13,419 SpryIDM $ 17,050 $ 17,903 $ 18,798 $ 19,738 $ 20,724 Integrated
Notification
Services $ 5,200 $ 5,200 $ 5,200 $ 5,200 $ 5,200 Total $ 219,630 $ 230,352 $ 241,609 $ 253,430 $ 265,841 Year 6 Year 7 Year 8 Year 9 Year 10
SpryCIS $ 174,085 $ 182,789 $ 191,928 $ 201,525 $ 211,601 SpryMobile $ 20,216 $ 21,227 $ 22,288 $ 23,403 $ 24,573 SpryEngage $ 43,521 $ 45,697 $ 47,982 $ 50,381 $ 52,900 SpryBackflow $ 14,090 $ 14,795 $ 15,534 $ 16,311 $ 17,127 SpryIDM $ 21,761 $ 22,849 $ 23,991 $ 25,191 $ 26,450 Integrated
Notification
Services $ 5,200 $ 5,200 $ 5,200 $ 5,200 $ 5,200 Total $ 278,873 $ 292,557 $ 306,925 $ 322,011 $ 337,851 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06122024 Exhibit B Pricing Schedule Page 4 of 4

Integrated Notification Services Fees

Invoiced quarterly for actual usage or as otherwise described below exclusive of any applicable communications service or telecommunication provider (e.g., carrier fees or surcharges) Inbound & Outbound SMS
Messaging
$0.02 / Message segment consisting of a maximum of 160
characters. A message containing more than 160 characters, will be billed per 160 character message segment.

Local Outbound Voice
Messaging
$0.03 per minute
Toll-Free Outbound Voice
Messaging
$0.03 per minute
Optional Random Short
Code
$15,000.00 per year
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06262024 Exhibit C Service Level Agreement Page 1 of 18

SpryPoint Services, Inc.

Exhibit C – Service Level Agreement

1. Introduction and Overview
SpryPoint’s applications are delivered as a service in the cloud. Integrating software development and support is the optimal way to serve customers. SpryPoint’s Customer Success Team works with the product engineers that build, implement, test, and maintain our applications.

This Service Agreement defines the general technology as well as the scope of the Ongoing Production Support Services for SpryPoint’s software -as-a-service. At a high level, this includes:
• Application support and maintenance
• Management of updates and enhancements
• Technology infrastructure management
• Backup and recovery
• High availability, disaster recovery, and business continuity • Database management
• Network configuration and monitoring
• Security
• Operations and service delivery management
• Help desk/support
• Reporting/Performance measurement tools
These Services may be supplemented by change requests agreed upon by the parties in writing.

This Agreement describes the responsibilities of all parties, the scope, and approach to the delivery of the services specified herein (“the Services”).

The transition to the Customer Success team will occur when:
• All severity 1 and 2 issues have been resolved
• All severity 3 issues have a defined plan for resolution and is agreed to by both parties
• The Post Go Live Support as defined in the Statement of Work is complete Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06262024 Exhibit C Service Level Agreement Page 2 of 18

• A finalized punch -list of any outstanding items has been created and responsibilities assigned

The transition involves:
• Formal knowledge transfer between SpryPoint’s Service Delivery and Customer Success Teams
• An introductory meeting with the client, SpryPoint’s Project Manager and SpryPoint’s Customer Success Team.

This Agreement is specific to SpryPoint’s software-as-a-service applications operating in a production environment as described in the current Pricing Schedule incorporated as part of this Agreement. Any non-production or test environments are expressly excluded from this or any other Service Agreement.

2. Definitions
These terms shall have the following meanings whenever used in this Agreement. “Assist” means the party which may provide input into a task and/or be consulted before a decision or action is performed.
“Business Hours” means 8:00 a.m. – 4:00 p.m. Eastern Time, Monday – Friday (excluding holidays)
“Demarcation Point” means the outermost point of connectivity to the Service(s) public or private endpoints such as the data centers, infrastructure, and applications provided by SpryPoint.
“Environment” – provides resources and services over the Internet and access through a web browser or client software.
• Production Environment – is where the latest version of the SpryPoint application is deployed and available to the intended users. • Staging Environment – an environment, used for testing, that mirrors the production environment as closely as possible.
“Force Majeure” – as defined in the MSA
“Impact” – means the influence of an event on the organization or organization’s customers.
“Issue” – is a disruption to everyday operations that may or may not have significant consequences.
“Lead”– means the party with final decision-making authority, accountability, and responsibility for task completion; this party needs to make sure the work gets done.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06262024 Exhibit C Service Level Agreement Page 3 of 18

“Outage” – means the total minutes the service is unavailable outside the scheduled maintenance window.
“Response Time” – means the number of Support Hours in which a member of the SpryPoint team will respond to a new issue.
“Resolution Target” – means the number of Business Hours in which an issue should be resolved following the identification of its root cause. “Update Frequency” – means the number of Support Hours in which the SpryPoint team will provide an update to an unresolved issue. “Scheduled Maintenance” means the total minutes of planned maintenance activities per month. Currently, scheduled maintenance is 4 hours for weekly maintenance and 4 hours for monthly maintenance. Maintenance windows are defined further in System Maintenance and are subject to ch ange on 30 days’ notice from SpryPoint.
“Severity” – is used to understand the impact of an issue quickly and set priorities for resolution target and is measured by how severely the issue is affecting functionality.
“Support Hours” – mean 8:00 a.m. – 8:00 p.m. Eastern Time, Monday – Friday (excluding holidays)
“Support Request” – means a request to support the resolution of an issue when further assistance is needed from technical experts.
“Tiers” – represents the complexity of the issue reported. “Total” – means the total minutes the service is available less those exceptions listed under Service Availability.

3. Scope of Service/Responsibilities

3.1. Ongoing Support and Subscription Services

3.1.1. Application Support
The table below describes the application support functions provided in the service and the responsibility assignment of each item.

Item Responsibility
SpryPoint Client
Provide Tier 1 help desk and application support such as, user password management
Assist Lead
Attempt to resolve Tier 1 issues using existing knowledge base Assist Lead Maintain and update SpryPoint’s knowledge base and other documentation
Lead N/A
Service Request Management
Provide technical and functional troubleshooting for Tier 2 issues Lead Assist Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06262024 Exhibit C Service Level Agreement Page 4 of 18

Item Responsibility
SpryPoint Client
Work with Client to determine if an issue is for new system functionality (change) or requires assistance (bug)
Lead Assist
Provide a web-based system for issue tracking Lead N/A Work with Client to assign proper severity of issue based on definitions
Lead Assist
Provide issue tracking and reporting Lead N/A
Work with client to resolve Tier 2 and Tier 3 issues Lead Assist Monitor, measure, and report on the status of Tier 2 and Tier 3 issues
Lead Assist
Resolve Tier 2 and Tier 3 issues Lead Assist
Provide analysis of recurring issues and establish a resolution or work around for such issues.

Lead Assist
Work with Client in reporting and resolving unplanned outages of any component or environment.

Lead Assist
Provide root cause feedback for all Severity Level 1 issues Lead Assist Escalate issues as needed Lead Assist
Promptly report outages and service interruptions Lead Assist Application Support
Provide application support to the functional process owners Lead Assist Address functional issues and questions involving “how to” raised by end-users
Assist Lead
Work with departments to leverage software to streamline business processes
Assist Lead
Assist with system functionality and process flow questions for software and reports
Assist Lead
Provide functional support for first time processing of critical client business processes
Lead Assist
Focused functional process support (i.e., end of year processing) Assist Lead Maintain application releases of the current software in the production environment
Lead N/A
Assist in reporting product issues to software vendor support and obtaining resolution
Assist Lead
Provide availability management and support Lead N/A
Provide maintenance and support for all integrations Lead Assist Provide maintenance and support for all reports Lead Assist Provide maintenance and support for all scheduled jobs Lead Assist Provide functional testing support Assist Lead
Deploy required application software Lead N/A
Provide post-deployment verification testing of required software Lead Assist Security Administration
Provide application security maintenance and administration Lead N/A Conduct user access management and review Assist Lead
Maintain and support firewall subsystem software components where applicable (e.g., patches and software upgrades) on Client hardware and software
N/A Lead
Monitor virus/security alerts and vulnerabilities from manufacturers and determine appropriate action per procedure
Lead Assist

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06262024 Exhibit C Service Level Agreement Page 5 of 18

3.1.2. Operational Support
The table below describes the operational support functions provided in the service and the responsibility assignment of each item.

Item Responsibility
SpryPoint Client
Hosting Services
Provide hosting services Lead N/A
Provide for a replicated system architecture Lead N/A
Provide disaster recovery services including system and data restoration
Lead N/A
Conduct periodic testing of the disaster recovery solution Lead N/A High availability and continuity of the service including load balancing to redirect traffic, multi-zone databases, auto-scaling instances based on application and processing load
Lead N/A
Provide for secure transmission of data being stored and/or archived Lead N/A Provide toll-free support line Lead N/A
Provide hosting services Lead N/A
Database Management
Perform database administration Lead N/A
Perform database monitoring Lead N/A
Perform database tuning Lead N/A
Perform database security Lead N/A
Perform database procedures Lead N/A
Perform scheduled maintenance procedures Lead N/A
Perform database patching and updates/service packs Lead N/A Communicate patch and update impact analysis Lead N/A
Perform database capacity planning Lead N/A
Perform database refresh/clones Lead N/A
Perform database backup and recovery Lead N/A
Perform any data purging or archiving as required Lead N/A Release Management
Assess impacts of new releases to the environment Lead Assist Perform Client-requested periodic refreshes of the non-production environments from the production environment up to twice per calendar month
Lead Assist
Perform application upgrades Lead Assist
Perform maintenance pack installations Lead Assist
Perform emergency release updates as needed. Lead Assist Access Management
Manage administrative user access to the environments Assist Lead Manage user access at the operating level Assist Lead
Manage application users and their access to the various environments
Assist Lead
Performance Management
Monitor system performance Lead N/A
Monitor application performance Lead N/A
Monitor scheduled job performance Lead Assist
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06262024 Exhibit C Service Level Agreement Page 6 of 18

Item Responsibility
SpryPoint Client
Analyze performance related issues to identify factors impacting performance
Lead Assist

3.1.3. Technology Infrastructure Services
The table below describes the technology infrastructure functions provided in the services and the responsibility assignment of each item.

Item Responsibility
SpryPoint Client
Review and resolve technical issues with the system Lead Assist Assist with system debugging and issue resolution Lead Assist Resolve system technical issues with scheduled jobs and reports Lead Assist Answer technical questions for day-to-day maintenance Lead Assist Perform system administration Lead Assist
Provide system monitoring and tuning Lead Assist
Provide system capacity planning Lead Assist
Provide storage capacity planning Lead Assist
Provide workload management and support Lead Assist
Perform infrastructure maintenance and support Lead Assist Manage the testing of all application and system changes prior to applying to production
Lead Assist
Perform updates/service packs on application infrastructure Lead N/A Perform system patching and updates/service packs (desktop) N/A Lead Provide change bundling analysis to reduce the frequency and length of time required to apply changes
Lead N/A
Provide a back-out plan for changes to the various environments Lead N/A Apply code patches for application software Lead N/A
Implement minor technology updates Lead N/A
Provide system maintenance scheduling and coordination Lead N/A Report system outages and service interruptions Lead Assist Provide infrastructure monitoring and alerting Lead N/A Provide set-up, maintenance, and support for the following environments:

Production Lead N/A
Staging Lead N/A
Sandbox (where applicable) Lead N/A

3.2. Billable Services
There will be instances where a client request is beyond the scope of the original contract.

Any out-of-scope item is considered an enhancement or a change to the service and should be directed to our Customer Success team through regular support request Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06262024 Exhibit C Service Level Agreement Page 7 of 18

options. Enhancement requests would include new functionality and features. Change requests would include changes to the services or responsibilities of the service.

Examples of billable services that require a quote:
• Requests for new reports
• Requests for changes to current reports
• New configuration/setup
• Rate changes
• Changes to bill print/template
• Changes to forms or letters

3.3. Quote Process
The client may request additional services or modifications to the application at any time.

All Changes will be documented and approved, regardless of whether there is an associated cost for the change.

Requests for changes should be made to SpryPoint’s Customer Success Team. They will review the request and create a quote to include the following:
• A description of the problem that needs to be solved or the issue to be addressed. • A description of the solution to the problem or issue to be addressed, including the use/business case and/or reason for the Change and suggested solution. • An estimated delivery time
• If applicable, any fees/cost and expenses associated the Change.

The Change process is defined below. The Change must be approved by both SpryPoint and the Client before any work related to a Change is completed. • Identify the requested Change
• Identify and document the solution and scope of work associated with the Change requested
• Estimate required effort, and any associated costs
• Submit in writing for review and approval by the Client and SpryPoint Management Team. Any change for which there is any associated costs, a separate professional service agreement may be required.
• If not approved, no changes are completed, and the Change request is canceled • If approved, SpryPoint will work with the client to schedule. • Monitor and report progress on the Change
• Communicate the Change resolution
Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06262024 Exhibit C Service Level Agreement Page 8 of 18

3.4. Rate Card
Any billable services to the Service beyond go-live will be performed at the then prevailing rate as published by SpryPoint on an annual basis. Any enhancements will be implemented pursuant to the change control process as outlined in the Statement of Work.

4. Performance Measurement

4.1. Support Level Definitions and Responsible Parties Client agrees to follow escalation procedures and is responsible for Tier 1 support functions before new application or functionality related to SpryPoint services is enabled in production.

4.1.1. Client Responsibilities
Tier Definition Description/Examples
1 Support performed by Client, who shall be
responsible for addressing common user
questions and issues
• Provide application navigation tips
• Perform password resets or analyze
login issues
• Answer questions regarding basic
operation of the application
• Gather information to escalate to Tier
2 support

(Continued on next page)

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06262024 Exhibit C Service Level Agreement Page 9 of 18

4.1.2. SpryPoint Responsibilities
Tier Definition Description/Examples
1 Support performed by Client, who shall be
responsible for addressing common user
questions and issues
Maintain documentation to enable Client to
resolve most Tier 1 support issues without
requiring escalation to specialized application
support.
2 In-depth technical support performed by
SpryPoint to address issues outside the scope
of Tier 1 issues.

SpryPoint’s experienced team are available
to:
• Assess issues
• Provide solutions
• Resolve issues
• Create new features
Provide Tier 2 support for all SpryPoint
applications which includes:
• Advanced technical and system
administration responsibilities which
may require application log, database
access, or other code-related
troubleshooting
• Clearly defined points-of-contact,
available to receive and appropriately
respond to issues from Tier 1 support
• Advice and assistance for the
applications and non-programming
activities in direct support of users
• Advise Client personnel of estimated
time to resolve an issue after root
cause diagnosis
• Provide status updates during issue
resolution
• Escalate Tier 2 support issues to Tier
3 support at our sole discretion
3 A level of product and service support
provided by SpryPoint resources (such as
product managers or product team)
Provide Tier 3 support for all SpryPoint
applications which includes:
• Data fixes
• Code-related troubleshooting
• Bug fixes

4.2. Issue Reporting
The Client shall designate one or more power users to request and receive support services from SpryPoint. These users must be trained on the SpryPoint applications for which they initiate support requests.

To report an issue, submit a support request by:
• Support widget (must be enabled in-app)
• SpryPoint Helpdesk Portal - support.sprypoint.com
• E-mail – [email protected]
• Phone - 855.TRY.SPRY
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06262024 Exhibit C Service Level Agreement Page 10 of 18

Issue reporting shall be available twenty -four (24) hours a day, seven (7) days a week, and 365 days a year.

Before reporting an issue, Client’s personnel must collect as much of the following information as possible:

Criteria Description/Examples
Date and Time When did the issue start
Product/Function SpryCIS – Meter Reading
General Description Describe the issue you are experiencing as well as the expected results Replication How to replicate the issue
Severity Per the severity levels defined in this document Operating System iOS, Android, Windows, MacOS
Device iPad, Chromebook, Microsoft Surface, MacBook
Browser Chrome, Safari, Edge, Firefox
Screenshots Screenshots of the error will help with troubleshooting

Support requests are submitted to report issues. SpryPoint’s Customer Success Team will address tickets according to the Severity Level. The SpryPoint team will determine the cause of the issue and begin the process for correction and/or remediation. Some possible causes of an issue to be reported are:

Bug – an error, flaw, or fault in the application that causes an incorrect or unexpected result or behavior.

Configuration Request – a change or update to the behavior of an application through a setting in the user interface.

New Feature Request – an update to the application to provide new functionality or a new feature.

Training Issue/Question – Client does not understand how or why something is behaving the way it is or needs to understand options to change the base behavior.

Performance/Service Issue – generally a high priority, high severity item that includes outages, downtime, and other issues affecting the usability of SpryPoint applications.

4.3. Issue Prioritization, Definitions, Responsible Parties, and Targets Severity
Level
Example Response
Target
Resolution
Target
Update
Frequency
1 Urgent
Client’s business is not operational due
to significant performance issues or
outage, creating a substantial impact
financially or by the number of customers
affected.
1 hour 4 hours 1 hour
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06262024 Exhibit C Service Level Agreement Page 11 of 18

Severity
Level
Example Response
Target
Resolution
Target
Update
Frequency
Critical business function(s) cannot be
performed and/or a key component is
unavailable or is non-functional. There is
no immediate work around.

Urgent issues have top priority until
resolved
Examples of Severity 1 issues include:
• System is unavailable (outage)
• Unable to perform a key function
such as calculation of bills or
billing process
• A key function is malfunctioning,
creating a severe
financial/customer impact
• Any event that impacts more
than 20% of the customer base
• Severity Level 1 issues are
subject to an Issue Post-mortem
by SpryPoint
2 Critical
Client’s business is operational but the
ability to perform business functions is
severely impacted,
A critical business function or functions
are partially operational or operating by
use of a workaround only sustainable for
a short period of time.

A critical business function or functions is
operating at limited capacity or has a
defect which creates errors or atypical
results to customer records, transactions,
or financials.

Examples of Severity 2 issues include:
• 10%-20% of the customer base
are affected by bills which are
calculating or rendering
incorrectly
• Response times on transactions
or screens are 3 times the
normal response times
(response times must be tracked
at go-live for benchmark)
• Processes take 3 times as long
to complete or error out
(response times must be tracked
at go-live for benchmark)
2 hours 16 hours 4 hours
3 The service is experiencing an issue that
can be worked around but is impacting
4 hours 160 hours 40 hours
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06262024 Exhibit C Service Level Agreement Page 12 of 18

4.4. Triage
Based on the severity level of the support request, Client can expect a response from the SpryPoint Customer Success Team as indicated in the table above.

During this initial contact, the team has several objectives:

1. Confirm and/or clarify our understanding of the support request. Adjust reported severity level if necessary.

2. Document the use case where the issue occurs.

3. Establish a resolution plan and provide an estimated resolution time if possible.

4. If an estimated resolution time cannot be provided during the initial contact, Client will be provided with an estimate on the timeframe.

Severity
Level
Example Response
Target
Resolution
Target
Update
Frequency
Restricted
Use
client’s efficient use of the service. The
business is operational but with reduced
efficiency.

Examples of Severity 3 issues include:
• Single account issue
• Business function has a slight
restriction of function of non-
critical nature
• A work around is required to
maintain normal operations
• Non-performance impacting
defect
4 Not
Urgent
The service is fully functional but may
contain a cosmetic flaw, or misspelling.

There is no operational, financial, or
customer impact.

Examples of Severity 4 issues include:
• A button is out of alignment on
the user interface
• Question regarding configuration
or functionality
• General inquiries
8 hours 200 hours Upon
resolution
5 Enhancement request 16 hours As defined in
“Quote
Process”
section 3.3
As defined in
“Quote
Process”
section 3.3
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06262024 Exhibit C Service Level Agreement Page 13 of 18

5. If the support request is Level 5 (enhancement request), Client will be contacted to discuss the use case and scope of the enhancement. An enhancement specification and quotation will be delivered.

4.5. Resolution
Issue Resolution indicates that the issue has been addressed and resolved, pending confirmation from Client’s power user. If for any reason Client is not satisfied with the resolution, Client may request the issue to be re-opened.

4.6. Service Maintenance
The primary contact for the ongoing maintenance and support of the application is SpryPoint’s Customer Success team. Although rare, SpryPoint may, at its discretion, schedule a system maintenance window, during which time normal production services may not be available. Planned system maintenance windows are mutually agreed upon with the Client. Whenever possible, SpryPoint will plan Scheduled Maintenance to coincide with Client’s IT system maintenance windows and outside the hours of 8:00 a.m. and 5:30 p.m. Pacific Standard Time.

There may be some instances where updates are required immediately or within a short timeframe to maintain the integrity or functionality of SpryPoint applications. In such cases, SpryPoint will notify Client’s designated contact of unplanned system maintenance and work with Client to deploy the necessary changes during the earliest, mutually favorable time. SpryPoint will promptly notify Client’s designated contact of any downtime and provide confirmation once full functionality is restored.

In extraordinary circumstances, it may be necessary to take the system offline or otherwise prevent access to applications. This would be the result of an exceptional situation (i.e., a zero -day vulnerability) where SpryPoint would take preventive action t o mitigate any potential adverse impact to our clients

4.7. Device and Operating System Support

• SpryPoint shall use commercially reasonable efforts to identify a root cause and provide technical solutions therein for any reported bugs, defects, issues, etc., provided that the Software or Services are not otherwise impaired at the start of the then-current Service Term and has been properly maintained by Client in accordance with SpryPoint’s policies. SpryPoint is not required to support its applications in the following circumstances: hardware that is no longer supported by its manufacturer. (e.g., iPhone 3G, Samsung Galaxy S Captivate)
• Operating systems or versions of operating systems which are no longer supported or updated by their authors (e.g., Apple, Google, Microsoft, etc.).

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06262024 Exhibit C Service Level Agreement Page 14 of 18

• Errors that are a result of product misuse, negligence, or improper utilization of any or all part of the Software or Services.
• Issues that are a result of electrical failure, internet connections problems, and all data issues deemed to be under Client’s exclusive control and responsibility including but not limited to: data input and output are outside the scope of this service le vel agreement.

Maintenance for unsupported operating systems and/or hardware may be available to clients at an additional charge.

4.8. Issue port-mortem process
The issue post-mortem process at SpryPoint includes the following:

Action Objective
Summary of what happened • Which services and customers were affected? • How long and severe was the issue?
• Who was involved in the response?
• How was the issue resolved?
Root cause analysis • What were the origins of failure? • Why do we think this happened?
Steps taken to diagnose,
assess, and resolve
• What actions were taken?
• Which were effective?
• Which were detrimental?
Timeline of significant
activity
Centralize key activities from monitoring tools, ticket management, issue details as well as internal and external communications.

Learning and next steps • What went well?
• What did not go well?
• How do we prevent this issue from happening again?
Summarize findings Circulate summary to affected clients upon request.

Post-mortem reports will be provided to the Customer within 24 hours of development and no later than one week from the occurrence of the issue.

4.9. Support Hours
SpryPoint business hours are from 8:00 a.m. to 4:00 p.m. Eastern Time, Monday through Friday (excluding holidays). Support is available from 8:00 a.m. - 8:00 p.m., Eastern Time, Monday through Friday (excluding holidays).

After-hours, on -call support is available when requested. This provides extra support when migrating, updating, or upgrading integrated line of business applications. After - hours, on-call support rates will be in accordance with the current Rate Card (Sect ion

3.3), Severity 1 issues (as defined in table 4.3) that are submitted after hours will be addressed at no additional cost.

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06262024 Exhibit C Service Level Agreement Page 15 of 18

4.10. Holidays
Response to requests other than Severity Level 1 may be delayed up to 24 hours during holidays observed by SpryPoint as outlined below:

Holiday Date (on or around)
New Year’s Day* January 1
Provincial Holiday Third Monday in February
Good Friday Late March/Early April
Victoria Day Third Monday in May
Canada Day* July 1
Civic Holiday First Monday in August
Labour Day First Monday in September
National Day of Truth and Reconciliation September 30
Thanksgiving (Canadian) Second Monday in October
Remembrance Day* November 11
Christmas Day* December 25
Boxing Day* December 26
*If holiday falls on a weekend, it will be observed the following Monday.

5. Service Level Agreements
Service Level Agreements (SLAs) provide clarity around the commitments to deliver the Service and set expectations for both parties relative to the Client’s business and the impact/role of the Service within the Client’s business.

5.1. Exclusions, Exceptions and Limitations
This does not apply to any Service performance issues caused by factors; (i) outside of SpryPoint’s reasonable control, including any force majeure event or Internet access or related issues beyond the demarcation point of SpryPoint; (ii) that result from Client’s equipment software or other technology such as metering technology, payment and data processing services, networking technology and/or third -party equipment, software, integration services or other technology (other than third party equipment within our direct control); (iii) that result from any scheduled maintenance as provided for pursuant to this Agreement; or (iv) arising from SpryPoint’s suspension and termination of Customer’s right to use Software.

5.2. Service Availability
SpryPoint will use commercially reasonable efforts to make our Services available with an uptime percentage of at least 99.5% within a given calendar month.

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06262024 Exhibit C Service Level Agreement Page 16 of 18

5.3. Service Credits
In the event of a failure by SpryPoint to meet the Service Availability and Issue Resolution Targets as defined in this SLA, as the Client’s sole and exclusive remedy, at Client’s request, SpryPoint will provide Service Credits in accordance with the following:

1. First month of missed service availability or issue resolution target, SpryPoint and Client will meet to discuss possible corrective actions

2. Second consecutive month: 10% of the Subscription Fee paid for the applicable month of the affected SpryPoint application

3. Third consecutive month: 20% of the Subscription Fee paid for the applicable month of the affected SpryPoint application

4. Fourth consecutive month: 30% of the Subscription Fee paid for the applicable month of the affected SpryPoint application

5. Fifth consecutive month: 40% of the Subscription Fee paid for the applicable month of the affected SpryPoint application

6. Sixth consecutive month: 50% of the Subscription Fee paid for the applicable month of the affected SpryPoint application

7. More than six consecutive months: Within thirty (30) days of such failure Client shall have the option to terminate the entire Agreement and upon termination Client shall receive a refund of all prepaid subscription fees that are unearned as of the date such termination becomes effective

8. Service Credits shall be deducted from subsequent invoices for Subscription Fees, or upon the termination or expiration of the Agreement the Service Credits would be paid directly to the Client

6. Periodic Service Reviews

6.1. Periodic Review of Open Tickets and Outstanding Issues Such reviews are offered by SpryPoint upon client request and may be held either monthly or quarterly as agreed by both parties. Reviews are led by a member of the SpryPoint Customer Success Team and commonly include:
• Discussion and review of open or recently closed tickets • Discussion and review of recent or forthcoming product releases

6.2. Periodic Review of Service Level Agreement Performance Such reviews will be held annually (or on a periodic basis as agreed by both parties).

Either party may request the review. The review will be led by the Manager of Customer Success and shall include:

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06262024 Exhibit C Service Level Agreement Page 17 of 18

• Discussion and resolution of any issues that may arise under an SLA • Service delivery since last review
• Major deviations from service targets
• Negotiate proposed changes to the SLA
• Resolve concerns about service delivery
• Discuss any staffing changes for SpryPoint or Client
The review mechanism shall include an escalation procedure under which any unresolved issues are escalated for immediate resolution. Disagreements shall initially be handled by means of the following escalation provision.

6.3. Escalation
In the unlikely event that a customer needs to escalate an issue beyond the Customer Success Analyst in charge, the following is the path of that escalation. Contact information for each person in the escalation path will be provided to the Customer prior to Go-live:

CEO

Chief Customer Officer

Customer Success Manager

Senior Success Analyst

Success Analyst

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06262024 Exhibit C Service Level Agreement Page 18 of 18

If the Client is unable to get appropriate support from the assigned support analyst or senior support analyst, the client may escalate first to Shelley MacLeod, Manager of Customer Success and then to Chris Scalia, Chief Customer Officer.

Contact information for the Customer Success Management Team:

Shelley MacLeod
Customer Success Manager
[email protected]
Office: 902.510.1770
Mobile: 902.213.0950

Chris Scalia, CCO
Chief Customer Officer
[email protected]
Office: (877) 879-7779 ext. 897
Mobile: (617) 290-7170

7. Release Management
We provide application releases on a two-week interval.

The Customer Success Team works with the Product Management team to create and distribute Release Notes to our clients. Our releases typically include new features and functionality as well as bug fixes.

Product Releases:
• Release Notes are sent to the primary contacts in the organization. However, anyone can be added to the distribution list.
• Release Notes will be provided before deployment to your production environment. • Releases are deployed after standard business hours and live in the system the next business day.
• New features and functions are disabled by default when deployed. • Customer Success is available to assist your team in determining if enabling a new feature is right for your organization.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 1 Exhibit D – Insurance Coverage

1.0 INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.

1.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured.

1.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

1.1.2 Automobile Liability. If the use of an automobile is involved for Contractor's work for City, $2,000,000 combined single-limit per accident for bodily injury and property damage.

1.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this.

1.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work.

1.1.5 Cyber Liability Insurance . At all times during the performance of work under this Agreement and for sixty (60) months following the date of Agreement termination, the Contractor will carry and maintain, at its own expense, Cyber Liability insurance with limits of not less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 2 1.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:

1.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.

1.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.

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

1.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement.

1.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.

1.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.

1.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06252024 Exhibit E Data Processing Exhibit Page 1 of 10

SpryPoint Services, Inc.

Exhibit E – Data Processing Exhibit

This Data Processing Exhibit (“DPE”) forms a part of and is subject to the SpryPoint Master Subscription Agreement (“Agreement”), applicable Pricing Schedule or Statement of Work or other written subscription agreement (together with any attachments issued thereunder, the “Agreement”) between SpryPoint Services Inc. (“SpryPoint”) and the Party identified as the “Client” in the Agreement, where Client is using Spry Point’s Software and Services. This DPE reflects the Parties’ agreement with regards to the applicable Privacy/Data Protection Laws and governs the data processing related obligations of SpryPoint and Client for any applicable Subscription or Statement of Work involving the processing of Client’s Personal Information. In the event of any inconsistency or conflict between this DPE and the Agreement, the terms and conditions of the DPE shall prevail. In delivering the Software or Services under the Agreement, SpryPoint may Process Personal Information/ Personal Data as a Data Processor on behalf of Client, which is the data controller. It is hereby agreed as follows:

1. Definitions

Unless otherwise defined below, all capitalized terms have the meaning given to them in the applicable Agreement and/or exhibits thereto.

a. “Covered Data” means:
i. Client Data;
ii. Technical Services Data; and
iii. any other electronic data or information submitted by or on behalf of Client to a Covered Service.
b. “Covered Service” means:
i. any Service provided that specifically refers to this DPE; and/or, ii. any Technical Services.
c. “Data Controller ” means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data. d. “Data Processor ” means the entity which Processes Personal Data on behalf of the Data Controller.

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06252024 Exhibit E Data Processing Exhibit Page 2 of 10

e. “Data Protection Laws ” means all data protection laws applicable to the Processing of Personal Data under this DPE, including local, state, national and/or foreign laws, treaties, and/or regulations.
f. “Data Subject” means the person to whom the Personal Data relates. g. “Personal Data” means any Covered Data that relates to an identified or identifiable natural person.
h. “Personal Data Breach” means:
i. a ‘personal data breach’ or
ii. any Security Breach affecting Personal Data.
i. “Processing” or “ Process” means any operation or set of operations performed on Personal Data or sets of Personal Data, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining, restricting, erasing or destroying. j. “Subprocessor” means a SpryPoint Affiliate or third -party entity engaged by SpryPoint or a SpryPoint Affiliate as a Data Processor under this DPE. k. “Subprocessor List” means the list identifying the Subprocessors that are authorized to Process Personal Data for the relevant Covered Service.

2. Subject and Scope

a. Scope and Role of the Parties.

This DPE applies to the Processing of Personal Data by SpryPoint to provide the Covered Service. For the purposes of this DPE, Client and its Affiliates are the Data Controller(s) and SpryPoint is the Data Processor.

SpryPoint shall Process Personal Information/ Pe rsonal Data under the Agreement(s) only as a processor acting on behalf of Client where Client is the Data Controller, SpryPoint agrees that it will Process Personal Information/ Personal Data for the sole purpose of providing the Services as described in the Agreement(s).

b. Purpose.

Client discloses Personal Information/ Personal Data to SpryPoint solely for:
i. a valid business purpose; and
ii. SpryPoint to perform the Services.

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06252024 Exhibit E Data Processing Exhibit Page 3 of 10

c. Instructions for Processing.

SpryPoint shall Process Personal Data in accordance with Client’s documented instructions. Client instructs SpryPoint to Process Personal Data to provide the Covered Service in accordance with the Agreement (including this DPE). Client may provide additional instructions to SpryPoint to Process Personal Data, however SpryPoint shall be obligated to perform such additional instructions only if they are consistent with the terms and scope of the Agreement and this DPE.

d. Prohibitions.

SpryPoint is prohibited from: (i) selling Personal Information/ Personal Data; (ii) retaining, using, or disclosing Personal Information/ Personal Data for a commercial purpose other than providing the Services; and (iii) retaining, using, or disclosing the Personal Information/ Personal Data outside of the Agreement between SpryPoint and Client.

e. Warranty.

Client warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give such instruction.

f. Sole Responsibility.

Client is solely responsible for obtaining all necessary consents, licenses and approvals for the collection and Processing of any Personal Information/ Personal Data.

g. Compliance with Laws
SpryPoint shall comply with all Data Protection Laws applicable to SpryPoint in its role as a Data Processor Processing Personal Data. For the avoidance of doubt, SpryPoint is not responsible for complying with Data Protection Laws applicable to Client or Client’s industry such as those not generally applicable to online service providers. Client shall comply with all Data Protection Laws applicable to Client as a Data Controller and shall obtain all necessary consents, and provide all necessary notificatio ns, to Data Subjects to enable SpryPoint to carry out lawfully the Processing contemplated by this DPE.

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06252024 Exhibit E Data Processing Exhibit Page 4 of 10

3. Technical, Organizational and Security Measures

a. Security Measures.

SpryPoint implements and maintains appropriate technical and organizational measures to ensure a level of security appropriate to the risk.

The parties agree that the security measures are appropriate to protect Personal Information/ Personal Data against a Personal Information/ Personal Data Security Incident, and that these measures ensure a level of security appropriate to the risks presented by the Processing and the nature of the Personal Information/ Personal Data to be protected having regard to the state of the art and the cost of their implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.

b. Confidentiality.

SpryPoint shall ensure that any person authorized to Process the Personal Information/ Personal Data is subject to a strict duty of confidentiality and that they Process the Personal Information/ Personal Data only for the purpose of delivering the Services under the Agreement to Client.

c. SOC 2 Compliance.

Upon request, SpryPoint can provide Client with a copy of its SOC 2 Type II report which attests to the controls at a service organization. SpryPoint may modify its Security Measures from time to time and at any time, provided, however, that it will not materially reduce the level of protection as provided in this DPE.

d. Processing Terms.

At all times that SpryPoint Processes, and/or has access to Personal Information/ Personal Data, SpryPoint shall (a) Process such Personal Information/ Personal Data only in accordance with Client’s documented instructions (b) not Sell (as defined under California Consumer Privacy Act) Personal Information/ Personal Data, or retain, use, or disclose such Personal Information/ Personal Data (i) for any purpose other than for the specific purpose of performing the Services or (ii) outside the direct business relationship between Client and SpryPoint.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06252024 Exhibit E Data Processing Exhibit Page 5 of 10

e. Acknowledgement.

Acknowledging that Client (and not SpryPoint): (i) controls the nature and contents of Client Data (including any Personal Information/ Personal Data therein); and (ii) acts as its own system administrator and controls user access to Client Data (including any Personal Information/ Personal Data therein), Client represents and warrants that on the date of this DPE and during the Term:
i. Client will collect and Process Personal Data has been in accordance with applicable Privacy/Data Protection Laws;
ii. Client will take all steps necessary to ensure it achieves the foregoing, including without limitation by:

1. providing Data Subjects with appropriate privacy notices,

2. obtaining any required consent, and

3. ensuring that there is a lawful basis for contracted Processors to Process Personal Data.

4. Subprocessors

a. Use of Subprocessors.

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

b. Notification of New Subprocessors.

SpryPoint shall make available to Client a Subprocessor List and provide Client with a mechanism to obtain notice of any updates to the Subprocessor List. At least thirty (30) days prior to authorizing any new Subprocessor to Process Personal Data, SpryPoi nt shall provide notice to Client by updating the Subprocessor List.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06252024 Exhibit E Data Processing Exhibit Page 6 of 10

c. Approved SpryPoint’s Sub-Processor List

Subprocessor Country Website Service
Provided
Amazon Web
Service
United States aws.amazon.com Cloud
Infrastructure
Freshdesk United States www.freshworks.com Customer
Service
Twilio United States www.twilio.com SMS Delivery
Service
Twilio Sendgrid United States www.twilio.com/sendgrid/email- api
Email Delivery
Service
Solarwinds
Papertrail
United States www.papertrail.com Log
Management
Service
Raygun United States www.raygun.com Application
Management
Service

5. Rights of Data Subjects

a. Assistance with Data Subject Requests.

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

b. Handling of Data Subject Requests.

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

c. Cooperation.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06252024 Exhibit E Data Processing Exhibit Page 7 of 10

To the extent SpryPoint is required under Privacy/Data Protection Laws, SpryPoint will assist Client to comply with Privacy/Data Protection Laws; in particular (i) SpryPoint will assist Client in responding to any request from a data subject exercising his or her rights under the Privacy/Data Protection Laws; (ii) it will assist Client in responding to any request from regulatory or judicial bodies relating to the Processing of Personal Information/ Personal Data under the Agreement(s); (iii) it will prompt ly notify Client if its Processing of Personal Information/ Personal Data is likely to result in a high risk to the privacy rights of data subjects or is unable to comply with Client’s instructions for any reason, (iv) and upon reasonable request, will assist Client to carry out data protection impact assessments.

6. SpryPoint Personnel

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

7. Personal Data Breach

In the event SpryPoint becomes aware of a Personal Data Breach it shall without undue delay notify Client in accordance with the Security Breach provisions of the Master Subscription Agreement. To the extent Client requires additional information from Spry Point to meet its Personal Data Breach notification obligations under applicable Data Protection Laws, SpryPoint shall provide reasonable assistance to provide such information to Client taking into account the nature of Processing and the information available to SpryPoint.

8. Security Program

SpryPoint shall implement appropriate technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data as set forth in the Security Exhibit. If SpryPoint becomes aware of a security incident or has a Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06252024 Exhibit E Data Processing Exhibit Page 8 of 10

reasonable suspicion of a Personal Information/ Personal Data breach in respect of the Personal Information/ Personal Data being Processed under the Agreement(s), it will inform Client without undue delay and will provide reasonable information and coopera tion to Client so that Client can fulfill any Personal Information/ Personal Data Security Incident reporting obligations it may have under the applicable Privacy/Data Protection Laws. SpryPoint will take reasonably necessary measures to remedy and mitigate the effects of the Security Incident as set forth in the Security Exhibit.

9. Audit

SpryPoint will use external auditors to verify the adequacy of its security measures and controls for the Software and Services provided under the Agreement. The resulting audit will: (i ) be performed according to AICPA SOC2 Type II standards or such other alternative standards that are substantially equivalent to AICPA SOC2 Type II; (ii) be performed by independent third -party security professionals at SpryPoint’s selection and expense; and (iii) result in the generation of a SOC 2 Type II report (“Audit Report”), which will be SpryPoint’s Confidential Information.

The Audit Report can be made available to Client upon written request no more than annually subject to the confidentiality ob ligations of the Agreement or a mutually agreed non -disclosure agreement covering the Audit Report. For the avoidance of doubt, each Audit Report will only discuss Software and Services in existence at the time the Audit Report was issued.

Client agrees that SpryPoint’s then-current SOC 2 Type II audit reports will be used to satisfy any audit or inspection requests by or on behalf of Client.

10. Return and Deletion of Client Data and Personal Data

Upon written request by Client made prior to or upon any expiration or termination of this Agreement, SpryPoint will make Client Data available to Client through the Service solely to allow Client to retrieve Client Data for a period of up to a total of sixty (60) days after such expiration or termination (the “Retrieval Period”). After such Retrieval Period, SpryPoint will have no obligation to maintain or provide any Client Data and shall thereafter, unless legally prohibited, delete all Client Data by deleting Client’s Tenant. provided, however, that SpryPoint will not be required to remove copies of the Client Data from its backup media and servers until such time Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06252024 Exhibit E Data Processing Exhibit Page 9 of 10

as the backup copies are scheduled to be deleted, provided further that in all cases SpryPoint will continue to protect the Client Data in accordance with this Agreement. Client Data will be made available in a SpryPoint -supported format mutually agreed up on between the parties (for example, CSV, delimited text or Microsoft Excel). The foregoing deletion obligation will be subject to any retention obligations imposed on SpryPoint by Law. Additionally, during the Term of the Agreement, Clients may extract Cl ient Data using SpryPoint’s standard web services. Upon termination of the Covered Service, SpryPoint shall return and delete Personal Data in accordance with the relevant provisions of the Agreement.

11. General Provisions

a. Client Affiliates.

Client is responsible for coordinating all communication with SpryPoint on behalf of its Affiliates with regard to this DPE. Client represents that it is authorized to issue instructions as well as make and receive any communications or notifications in re lation to this DPE on behalf of its Affiliates.

b. Termination.

The term of this DPE will end simultaneously and automatically at the later of:
i. the termination of the Agreement; or
ii. when all Personal Data is deleted from SpryPoint’s systems.

c. Conflict.

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

d. Client Affiliate Enforcement.

Client’s Affiliates may enforce the terms of this DPE directly against SpryPoint, subject to the following provisions:
i. Client will bring any legal action, suit, claim or proceeding which that Affiliate would otherwise have if it were a party to the Agreement (each an “Affiliate Claim”) directly against SpryPoint on behalf of Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

06252024 Exhibit E Data Processing Exhibit Page 10 of 10

such Affiliate, except where the Data Protection Laws to which the relevant Affiliate is subject require that the Affiliate itself bring or be party to such Affiliate Claim; and
ii. for the purpose of any Affiliate Claim brought directly against SpryPoint by Client on behalf of such Affiliate in accordance with this Section, any losses suffered by the relevant Affiliate may be deemed to be losses suffered by Client.

e. Remedies.

Client’s remedies (including those of its Affiliates) with respect to any breach by SpryPoint or its Affiliates of the terms of this DPE and the overall aggregate liability of SpryPoint and its Affiliates arising out of, or in connection with the Agreement (including this DPE) will be subject to any aggregate limitation of liability that has been agreed between the parties under the Agreement (the “Liability Cap”). For the avoidance of doubt, the parties intend and agree that the overall aggregate liability of SpryPoint and its Affiliates arising out of, or in connection with the Agreement (including this DPE) shall in no event exceed the Liability Cap.

Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Docusign Envelope ID: 3CE313D2-0B56-8896-8352-96C10CABAE87 Docusign Envelope ID: 3CE313D2-0B56-8896-8352-96C10CABAE87 Docusign Envelope ID: 3CE313D2-0B56-8896-8352-96C10CABAE87 Docusign Envelope ID: 3CE313D2-0B56-8896-8352-96C10CABAE87 Docusign Envelope ID: 3CE313D2-0B56-8896-8352-96C10CABAE87

1100 boul. Robert-Bourassa, 6e étage, Montréal, QC H3B 3A5 T 514 370-4800 / 1 844 370-4800 - F 514 397-1858

CERTIFICATE OF INSURANCE
Certificate No 31

This certificate is issued as a matter of information only and, unless otherwise set forth herein, grants no right upon the certificate holder.

This certificate does not amend, extend nor modify in any way the coverage afforded by the policies below. In the event of conflict between this certificate and the terms and conditions of the insurance policies it evidences, the latter shall prevail.

CERTIFICATE HOLDER NAMED INSURED
City of Carlsbad
1635 Faraday Avenue,
Carlsbad, CA,
92008
SPRYPOINT SOLUTIONS INC.

SPRYPOINT SERVICES INC.
401-45 Queen St
Charlottetown PE
C1A 4A4

This is to certify that the policies of insurance listed below have been issued to the above Named Insured for the policy per iod indicated.

Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and condition s of such policies. Limits shown may have been reduced by paid claims.

TYPE OF INSURANCE INSURANCE
LIMITS INSURER(S) POLICY(IES) No PERIOD
(MM/DD/YYYY)
Comprehensive General Liability
3 000 000 $ US
6 000 000 $ US
3 000 000 $ US
500 000 $ US
25 000 $ US
5 000 $ US
2 000 000 $ US
Included
Victor Canada
through:

Aviva Insurance:

25.00%
Temple Insurance :

20.00%
Everest Insurance
:20.00%
Arch Insurance:

17.50%
XL Reinsurance
America Inc.:

17.50%
TGL642510 From: 07/30/2024
To: 07/30/2025
(X) Occurrence basis
( ) Claims made basis
Per occurrence
General aggregate
Personal injury and advertising liability
Tenant’s legal liability
Medical expenses - per accident
Medical Expenses - per person
Non-owned automobile Q.P.F. N° 6
Primary Non-contributory Basis
Errors and Omissions and Cyber Insurance Policy
3 000 000 $ US
3 000 000 $ US
Victor Canada
through:

Aviva Insurance:

25.00%
Temple Insurance :

20.00%
Everest Insurance
:20.00%
Arch Insurance:

17.50%
XL Reinsurance
America
Inc.: 17.50%
TIP642510 From: 07/30/2024
To: 07/30/2025
Per claim
Aggregate

NATURE AND PURPOSE OF THE CERTIFICATE

SPECIAL PROVISIONS

City of Carlsbad is/are added as Additional Insured(s) to the commercial general liability policy, but only with respect to liability arising from the premises and operations of the Named Insured. Excluding damages attributable to the Additional Insured due to their own negligence.

CANCELLATION
Should any of the policies described herein be cancelled before the expiration date thereof, the insurer(s) affording coverage will endeavour to mail 30 days written notice to the certificate holder named herein. However, the absence of such written notice does not impose any obligation on the insurer or its representatives.

Date: 2025-04-17

Corinne CaonDamage insurance broker
Authorized Representative

Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 WLTR005

THE HARTFORD

BUSINESS SERVICE CENTER
3600 WISEMAN BLVD
SAN ANTONIO TX 78251 April 16, 2025
City of Carlsbad
1635 FARADAY AVE
CARLSBAD CA 92008
Account Information:

Policy Holder Details : SpryPoint Services, Inc.

We're here Monday - Friday.

Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns.

Sincerely,
Your Hartford Service Team
Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
04/16/2025

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER

NEWFRONT INSURANCE SERVICES
57556936
777 MARINERS ISLAND BLVD 250
SAN MATEO CA 94404
CONTACT NAME:

PHONE
(A/C, No, Ext):
(415) 754-3635 FAX
(A/C, No):
(415) 367-1422
E-MAIL ADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC#
INSURER A : Hartford Fire and Its P&C Affiliates 00914

INSURED
SPRYPOINT SERVICES, INC.
2093 PHILADELPHIA PIKE
CLAYMONT DE 19703-2424
INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

LTR TYPE OF INSURANCE ADDL
INSR
SUBR
WVD

POLICY NUMBER POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/Y YYY) LIMITS

COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE

CLAIMS-MADE OCCUR DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)

PERSONAL & ADV INJURY
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE

POLICY PRO-
JECT

LOC PRODUCTS - COMP/OP AGG
OTHER:

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident)
ANY AUTO BODILY INJURY (Per person)

ALL OWNED
AUTOS

SCHEDULED
AUTOS BODILY INJURY (Per accident)
HIRED
AUTOS

NON-OWNED
AUTOS

PROPERTY DAMAGE
(Per accident)

UMBRELLA LIAB

EXCESS LIAB
OCCUR

CLAIMS-
MADE

EACH OCCURRENCE

AGGREGATE
DED RETENTION $
A

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
ANY

PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N/ A 57 WEC AX8HHS 02/01/2025 02/01/2026
X PER

STATUTE
OTH-
ER
Y/N E.L. EACH ACCIDENT $1,000,000
E.L. DISEASE -EA EMPLOYEE $1,000,000
E.L. DISEASE - POLICY LIMIT $1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Notice of Cancellation will be provided in accordance with Form WC990394, attached to this policy. Notice of Cancellation will be provided in accordance with Form WC990531, attached to this policy.

CERTIFICATE HOLDER CANCELLATION
City of Carlsbad
1635 FARADAY AVE
CARLSBAD CA 92008

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED

BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD April 29, 2025
Item #1 Page 214 of 215
Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Victor Canada
500-1400 Blair Towers Place
Ottawa, Ontario K1J 9B8
Telephone 613-786-2000
Facsimile 613-786-2001
Toll Free 800-267-6684
www.victorinsurance.ca

Endorsement

Endorsement No.: 0023
Standard Form: A-1AGL
Attached to and forming part
of Policy Number: TGL642510

Additional Insured

It is agreed that the following are included in Part II – Who Is an Insured as insured(s) but only with respect to liability arising out of “your work”.

Additional Insured: City of Carlsbad
1635 Faraday Avenue
Carlsbad CA 92008

Except as otherwise provided by this endorsement, all terms, provisions and conditions of this policy shall have full force and effect.

Issued to: SPRYPOINT SOLUTIONS INC.;
SPRYPOINT SERVICES INC.
and all other insureds under this policy.

Effective Date: 22 April 2025, 00:01 local time

Executed and signed on behalf of the Insurers by Victor Insurance Managers Inc., as duly authorized.

Dated: 29 April 2025 _____________________________ David G. Cook, President
Authorized Representative
Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927

Carlsbad City CouncilApril 29, 2025

Carlsbad City Council
April 29, 2025