Clovis City Council
February 13, 2023

February 13, 2023 - 1 - 2:41 PM A G E N D A • C I T Y C O U N C I L M E E T I N G

February 13, 2023 6:00 PM Council Chamber

In compliance with the Americans with Disabilities Act, if you need special assistance to access the City Council Chamber to participate at this meeting, please contact the City Clerk or General Services Director at (559) 324 -2060 (TTY – 711). Notificatio n 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to the Council Chamber.

The Clovis City Council meetings are open to the public at the physical address listed above. There are numerous ways to participate in the City Council meetings: you are able to attend in person; you may submit written comments as described below; you may participate by calling in by phone (see “Verbal Comments” below); and you may view the meeting which is webcast and acces sed at www.cityofclovis.com/agendas.

Written Comments

 Members of the public are encouraged to submit written comments at:
www.cityofclovis.com/agendas at least two (2) hours before the meeting (4:00 p.m.). You will be prompted to provide:

 Council Meeting Date
 Item Number
 Name
 Email
 Comment

 Please submit a separate form for each item you are commenting on.

 A copy of your written comment will be provided to the City Council noting the item number.

If you wish to make a verbal comment, please see instructions below.

 Please be aware that any written comments received that do not specify a particular agenda item will be marked for the general public comment portion of the agenda.

 If a written comment is received after 4:00 p.m. on the day of the meeting, efforts will be made to provide the comment to the City Council during the meeting. However, staff cannot guarantee that written comments received after 4:00 p.m. will be provided to City Council during the meeting. All written comments received prior to the end of the meeting will be made part of the record of proceedings.

Council Chamber, 1033 Fifth Street, Clovis, CA 93612 (559) 324-2060 www.cityofclovis.com
1 February 13, 2023 - 2 - 2:41 PM Verbal Comments

 If you wish to speak to the Council on an item by telephone, you should contact the City Clerk at (559) 324-2060 no later than 4:00 p.m. the day of the meeting.

 You will be asked to provide your name, phone number, and your email. You will be emailed instructions to log into Webex to participate in the meeting. Staff recommends participants log into the Webex at 5:30 p.m. the day of the meeting to perform an audio and mic check.

 All callers will be placed on mute, and at the appropriate time for your comment your microphone will be unmuted.

 In order for everyone to be heard, please limit you r comments to 5 minutes or less, or 10 minutes per topic

Webex Participation

 Reasonable efforts will be made to allow written and verbal comment from a participant communicating with the host of the virtual meeting. To do so, a participant will need to chat with the host and request to make a written or verbal comment. The host w ill make reasonable efforts to make written and verbal comments available to the City Council. Due to the new untested format of these meetings, the City cannot guarantee that these written and verbal comments initiated via chat will occur. Participants w anting to make a verbal comment via call will need to ensure that they accessed the WebEx meeting with audio and microphone transmission capabilities.

CALL TO ORDER

FLAG SALUTE - Councilmember Mouanoutoua

ROLL CALL

PUBLIC COMMENTS - This is an opportunity for the members of the public to address the City Council on any matter within the City Council’s jurisdiction that is not listed on the Agenda. In order for everyone to be heard, please limit your comments to 5 minutes or less, or 10 minutes per topic. Anyone wishing to be placed on the Agenda for a specific topic should contact the City Manager’s office and submit correspondence at least 10 days before the desired date of appearance.

ORDINANCES AND RESOLUTIONS - With respect to the approval of resolutions and ordinances, the reading of the title shall be deemed a motion to waive a reading of the complete resolution or ordinance and unless there is a request by a Councilmember that the resolution or ordinance be read in full, furth er reading of the resolution or ordinance shall be deemed waived by unanimous consent of the Council.

CONSENT CALENDAR - Items considered routine in nature are to be placed upon the Consent Calendar. They will all be considered and voted upon in one vote as one item unless a Councilmember requests individual consideration. A Councilmember’s vote in favor of the Consent Calendar is considered and recorded as a separate affirmative vote in favor of each action listed. Motions in favor of adoption of the C onsent Calendar are deemed to include a motion to waive the reading of any ordinance or resolution on the Consent Calendar. For adoption of 2 February 13, 2023 - 3 - 2:41 PM ordinances, only those that have received a unanimous vote upon introduction are considered Consent items.

1. Administration - Approval - Minutes from the February 6, 2023, Council Meeting.

2. Administration - Receive and File – Business Organization of Old Town (BOOT) Second Quarter Report, October through December 2022.

ADMINISTRATIVE ITEMS - Administrative Items are matters on the regular City Council Agenda other than Public Hearings.

3. Consider Approva l – Selection of SpryPoint Services, Inc., to Provide Utility Billing Software and Services with an Implementation Cost of $599,900, and Annual Costs of Approximately $170,500.

Staff: Jeffrey Blanks, Deputy Finance Director
Recommendation: Approve

4. Consider Approval – Bid Award for CIP 21 -07 Fire Station 2 Rebuild; and Authorize the City Manager to Execute the Contract on behalf of the City with Fortune Ratliff General Contractors in the amount of $7,566,341.00.

Staff: Thad Avery, Supervising Civil Engineer
Recommendation: Approve

5. Receive and File – Police Department Update.

Staff: Curt Fleming, Police Chief
Recommendation: Receive and File

COUNCIL ITEMS

6. Consider – Update on Historic Preservation Committee and Seek Policy Direction Moving Forward.

Staff: John Holt, City Manager
Recommendation: Consider Update and Provide Policy Direction

CITY MANAGER COMMENTS

COUNCIL COMMENTS

CLOSED SESSION - A “closed door” (not public) City Council meeting, allowed by State law, for consideration of pending legal matters and certain matters related to personnel and real estate transactions.

7. Government Code Section 54956.9(d)(2)

CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION
Significant Exposure to Litigation
Three potential cases based on claims received for the Sunnyside Avenue water main break and property flooding incident on January 3, 2022.

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ADJOURNMENT

FUTURE MEETINGS

Regular City Council Meetings are held at 6:00 P.M. in the Council Chamber. The following are future meeting dates:

Feb. 21, 2023 (Tue.)
Mar. 6, 2023 (Mon.)
Mar. 13, 2023 (Mon.)
Mar. 20, 2023 (Mon.) (Joint Meeting with Planning Commission)

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JOINT MEETING OF THE CLOVIS CITY COUNCIL AND PLANNING

COMMISSION MEETING

February 6, 2023 6:01 P.M. Council Chamber

Meeting called to order by Mayor Ashbeck
Flag Salute led by Councilmember Bessinger

Roll Call: Present: Councilmembers Basgall, Bessinger, Mouanoutoua, Pearce, Mayor Ashbeck

Commissioner Antuna, Bedsted, Hatcher, Hinkle, Chair Cunningham

PUBLIC COMMENTS – 6:10

Steven Trevino, resident, requested for the Council to consider raising a monument in recognition of Elvy Perkins.

Michelle Lang, resident, shared concerns regarding a fire lane and gate adjacent to her property, and requested for the Council to place an item on the agenda to further discuss.

CONSENT CALENDAR – 6:25

Motion by Councilmember Bessinger, seconded by Councilmember Mouanoutoua, that the items on the Consent Calendar be approved. Motion carried by unanimous vote.

1. Administration - Approved - Minutes from the January 17, 2023, Council Meeting.

2. Administration - Approved – 2023 Miscellaneous Street Closure Requests.

3. Administration - Approved – Res. 23-04, Approving an application to the California State Department of Housing and Community Development for $5 million dollars in funding under the CalHome Program; and Authorizing the City Manager, or designee, to sign the application, execute the Standard Agreement, any Amendments, and any related documents thereto, if selected for funding, as may be necessary to participate in the CalHome Program as identified in the 2022 Homeownership Super NOFA (HOSN) dated January 6, 2023.

4. Administration - Received and Filed – Economic Development Corporation Serving Fresno County Quarterly Report, October - December 2022.

5. Finance – Received and Filed – Investment Report for the Month of September 2022.

6. Finance – Received and Filed – Treasurer’s Report for the Month of September 2022.

7. Finance – Received and Filed – Status Report of Development Fee Funds for the fiscal year ended June 30, 2022.

8. General Services – Approved – Res. 23 -05, Amending the City’s Classification and Compensation Plans by Revising the Sanitation Operator Classification with a Salary Range of $4,692 to $5,704 per month and Revising the Senior Sanitation Operator Classification.

9. Planning and Development Services – Approved – Final Acceptance for CIP 18 -15, Villa Avenue Reconstruction, Barstow Avenue to Shaw Avenue.
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PRELIMINARY - SUBJECT TO APPROVAL

10. Planning and Development Services – Approved – Final Acceptance for CIP 19 -08, Traffic Signal Pedestrian Modifications.

11. Planning and Development Se rvices – Approved – Bid Award for CIP 22 -06 Test Hole at Reservoir T-10 Site; and Authorize the City Manager to execute the contract on behalf of the City with Strickland Enterprises, Inc. (doing business as Strickland Drilling) in the amount of $178,023.21.

12. Planning and Development Services – Approved – Final Acceptance for CIP 21 -03, Villa Avenue Street Improvements.

ADJOURN TO THE JOINT MEETING WITH THE CLOVIS PLANNING COMMISSION – 6:26

6:26 – ITEM 13 - RECEIVED AND FILE D – PLANNING AND DEVE LOPMENT SERVICES

DEPARTMENT OVERVIEW

6:45 – ITEM 14 - CONSIDERED – DISCUSS AND PROVI DE FEEDBACK ON COMMU NITY

PRIORITIES AS THEY RELATE TO THE CLOVIS GENERAL PLAN AND THE POTENTIAL INITIATION OF A GENERAL PLAN UPDATE.

The City Council and Planning Commission provided their feedback on what they believe are community assets in Clovis, challenges Clovis is facing, and their vision for the future Clovis.

Jeff Harris, Wilson Homes Representative, spoke in support of updating the General Plan.

Michelle Lang, resident, spoke in support of updating the General Plan and emphasized the value of retaining the youth in Clovis.

Julie C., resident, spoke in support of updating the General Plan and asked that the Council include all stakeholders who may not already be a part of an organized group.

Darius Assemi, Granville Homes Representative, spoke in support of updating the General Plan and asked that the Council consider changing trends in the future and be creative with solutions.

COUNCIL / COMMISSION COMMENTS – 9:04

ADJOURN TO THE CLOVIS CITY COUNCIL MEETING AND A RECESS – 9:04 Mayor Ashbeck called the meeting to order at 9:11

Present: Councilmembers Basgall, Bessinger, and Mayor Ashbeck

Absent: Councilmembers Mouanoutoua and Pearce

CITY MANAGER COMMENTS – 9:11

COUNCIL COMMENTS – 9:11
Councilmembers Mouanoutoua and Pearce arrived at 9:13.
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PRELIMINARY - SUBJECT TO APPROVAL

CLOSED SESSION – 9:23 p.m.

ITEM 15 - GOVERNMENT CODE SECT ION 54956.9(D)(2) CO NFERENCE WITH LEGAL

COUNSEL - ANTICIPATED LITIGATION SIGNIFICANT EX POSURE TO LITIGATION THREE

POTENTIAL CASES BASED ON CLAIMS RECEIVED FOR THE SUNNYSIDE AVENUE WATER MAIN BREAK AND PROPERTY FLOODING INCIDENT ON JANUARY 3, 2022.

No action was taken by the City Council during the closed session.

Mayor Ashbeck adjourned the meeting of the Council to February 13, 2023

Meeting adjourned: 10:25 p.m.

______________________________ ________________________________ Mayor City Clerk
7 AGENDA ITEM NO. 1.

TO: Mayor and City Council
FROM: Administration
DATE: February 13, 2023
SUBJECT: Administration - Receive and File – Business Organization of Old Town (BOOT) Second Quarter Report, October through December 2022.

ATTACHMENTS: 1. Business Organization of Old Town (BOOT) Second Quarter Report, October through December 2022.

CONFLICT OF INTEREST
Councilmembers should consider recusal if a campaign contribution exceeding $250 has been received from the project proponent (developer, applicant, agent, and/or participants) since January 1, 2023 (Government Code 84308).

RECOMMENDATION
That the City Council receive and file the B.O.O.T Second Quarter Report, October through December 2022.

EXECUTIVE SUMMARY
According to the 202 2–2023 agreement between the City of Clovis and the Business Organization of Old Town, BOOT is to submit quarterly reports to the City Manager and City Council. The amount to be funded is $15,000.

BACKGROUND
According to the 202 2-2023 agreement between the City of Clovis and the Business Organization of Old Town, BOOT is to submit quarterly reports to the City Manager and City Council detailing progress of BOOT’s promotional and marketing activity. Attached, as Attachment 1 is the Second Quarter Report covering October through December 2022 activities.

The amount to be funded is $15,000.

FISCAL IMPACT
The amount to be funded is $15,000, which is called out in the 2022-2023 Budget.

REASON FOR RECOMMENDATION
The attached report meets the requirement established i n the 202 2-2023 agreement between the City of Clovis and the Business Organization of Old Town. 8 AGENDA ITEM NO. 2.

ACTIONS FOLLOWING APPROVAL
Staff will process payment to BOOT

Prepared by: Shawn Miller, Business Development Manager

Reviewed by: City Manager AH

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TO: Mayor and City Council
FROM: Finance Department
DATE: February 13, 2023
SUBJECT: Consider Approval – Selection of SpryPoint Services, Inc., to Provide Utility Billing Software and Services with an Implementation Cost of $599,900, and Annual Costs of Approximately $170,500.

Staff: Jeffrey Blanks, Deputy Finance Director
Recommendation: Approve

ATTACHMENTS: 1. Draft Agreement

CONFLICT OF INTEREST
Councilmembers should consider recusal if a campaign contribution exceeding $250 has been received from the project proponent (developer, applicant, agent, and/or participants) since January 1, 2023 (Government Code 84308).

RECOMMENDATION
For the City Council to authorize the City Manager to enter into an agreement with SpryPoint for the provision of utility billing software and services.

EXECUTIVE SUMMARY
Due to the relative age of the utility billing software currently used, as well as the changing needs of the City, City staff identified the need to replace its utility billing software system. A Request for Proposals (RFP) was issued, with 9 proposals received and reviewed. As a result of the review, SpryPoint was selected as the firm with the best combination of software and services to fit the City’s needs, both currently and into the future. It is recommended that a contract be signed with SpryPoint to implement and provide their utility billing software and services.

BACKGROUND
The City currently utilizes Harris DataNow for its utility billing and tracking needs. The system is multiple decades old, has serious technological limitations, and will be unsupported in the relatively near future. As such, City staff identi fied the need to issue an RFP to replace this system. An RFP was issued via the City’s Planet Bids platform on March 18, 2022, with a due 23 AGENDA ITEM NO. 3.
date of April 26, 2022. Nine proposals were received, with all but one containing all the required elements.

Proposals were subsequently reviewed and rated based on certain criteria, such as the specifications of the software, the firm’s ability to meet the specified proposal requirements, the firm’s experience in similar engagements, and overall cost, among other factor s. The City narrowed down to two vendors, Harris NorthStar and SpryPoint, to perform demonstrations.

Ultimately, after substantial review and discussion, staff are bringing forth the recommendation to select SpryPoint and enter into an agreement for the pr ovision of utility billing software and services.

FISCAL IMPACT
Costs for the implementation of this software ($599,900) have been included in the General Services (IT) budget for the fiscal year 2022 -2023. Annual costs related to this system and services (approximately $170,500) will be included in future General Services (IT) budgets.

REASON FOR RECOMMENDATION
Staff have identified SpryPoint as the firm with the combination of software and services best suited to the City’s needs, both currently and into the future. The City needs to upgrade its utility billing software system, and a partnership with SpryPoint has been determined to be the best fit for the City.

ACTIONS FOLLOWING APPROVAL
After approval by the Council, the City Manager will execute the agreement with SpryPoint, after which City staff will begin work with SpryPoint on the implementation of the new system.

Prepared by: Jeffrey Blanks, Deputy Finance Director

Reviewed by: City Manager JH
24 AGENDA ITEM NO. 3.

Master Subscription Agreement
This Master Subscription Agreement ("Agreement"), effective as of _________________("Effective Date"), 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 Clovis (“Client”) with offices at 1033 5th St, Clovis, CA 93612, United States.

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 in the terms or conditions of any Exhibit listed below and this Agreement, 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 Agreement

5. Exhibit D – Insurance Requirements

6. Exhibit E – Security

7. Exhibit F – Data Processing

8. Exhibit G – Escrow Agreement

9. Exhibit H – SpryPoint Response to RFP – 2022-03-18a
DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “Agreement” means this Master Subscription Agreement including any exhibits or attachments hereto. “Authorized Named User” means an end user of the C lient that has been giv en access by Client to use the Services.
“Authorized Party or Parties” means Cl ient's or an authorized Affiliate’s e mployees and third -party providers authorized to access Client’s Tenants and/or to receive Client Data by Client (i) in writing, (ii) through the Service’s security designation, or (iii) by system integration or other data exchange process. “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 known 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 in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is rightfully obtained by Recipient from a third party without breach of any confidentiality obligations. “Client Data” means a subset of Confidential Information that is comprised of Client’s data obtained, used in, or stored as the result of the use of the Services. Client Data shall include the following: (a) Data collected, used, processed, stored, or generated by the Client as the result of the use of the Service, including any personal identifiable information (“PII”) and any information rel ated to payment processing, such as cred it card numbers and
Attachment 1
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ACH account numbers. Client Data is and shall remain the sole and exclusive property of Client and all right, title, interest in same is reserved to Client. “Client Input” means suggestions, enhancement requests, recommendations or other feedback provided by Client, its employees and Authorized Parties relating to the operation or functionality of the Service. “Competitor” means any entity that may be reasonably construed as offering competitive functionality or the Service offered by SpryPoint. “Documentation” means the software’s standard user manuals and any other accompanying documents related to the software delivered to Client during Implementation. “Implementation” means the process for gathering requirements, configuring, testing, training, and integrating the Service for Client’s use, as set forth in the Statement of Work attached as Exhibit A to this Agreement. “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. “Implementation Services” means the services provided by SpryPointto Client for the integration, implementation, and use of the Service, which may include project management, analysis, configuration, data conversion, training, testing, development and ongoing maintenance & support, as outlined in Exhibit A - Statement of Work. “Malicious Code” means viruses, worms, timebombs, trojan horses and other malicious code, files, scripts, agents or programs. “Messaging Service” means SpryPoint’s alerts, notifications, communications, campaigns & messaging capabilities provided with the Service. “Parties” Collectively refers to SpryPoint and the Client. “Personal Data” means any information that is related to an identified or identifiable individual and has been provided by Client or its Affiliates as Client Data within the SpryPoint Service to enable SpryPoint to process the data on its behalf. “Production Deployment” means once the Client has provided User Acceptance Testing (“UAT”) signoff and the Service has been moved into a production environment. “Security Breach” means (i) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Client Data; provided that an incidental disclosure of Client Data to an Authorized Party or SpryPoint or incidental access to Client Data by an Authorized Party or SpryPoint, where no reasonable suspicion exists that such disclosure or access involves theft, or is fraudulent, criminal or malicious in nature, shall not be considered a “Security Breach” for purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any appliable Law and (ii) any security breach (or substantially similar term) As defined by applicable law. “Service” means the combination of SpryPoint’s software-as-a service applications as described in the Documentation and subscribed to as set forth in Exhibit B - Pricing Schedule or through a Change Order. “Service Level Agreement” (SLA). means SpryPoint’s standard Service Level Availability policy which may be updated from time to time. No update shall materially diminish SpryPoint’s responsibilities under the SLA or this Agreement. “Subscription Service Fee” means the annual amount invoiced and payable for Client’s use of the Service. The Subscription Service Fee does not include the one-time implementation fees for the Services as set forth in Exhibit A Statement of Work. 26 AGENDA ITEM NO. 3.

“Tenant” means a unique instance of the Service, with a separate set of Client data held by SpryPoint in a logically separated database. “Term” means the Initial Term of this Agreement which commences on the Effective Date and will continue for one year. “Updates” means all updates, improvements, enhancements, error corrections, bug fixes, release notes, upgrades and changes to the Service and Documentation as developed by SpryPoint and made generally available for Production use. 1. Provision of Service. 1.1 SpryPoint Obligations. During the Term of this Agreement, SpryPoint shall make the Service and Updates available to Client in accordance with the Documentation, the SLA and the terms of this Agreement. SpryPoint shall not use Client Data except to provide the Service, or to prevent or address service or technical problems, verify Service Updates, in accordance with this Agreement and the Documentation, or in accordance with Client’s instructions and shall not disclose Client Data to anyone other than Authorized Parties in accordance with this Agreement. 1.2 Client Obligations. Client may enable access of the Service for use only by Authorized Parties solely for the internal business purposes of Client and its Affiliates in accordance with the Documentation and not for the benefit of any third parties. Client is responsible for all Authorized Party use of the Service and compliance with this Agreement. Client shall: (a) have sole responsibility for the accuracy, quality, and legality of all Client Data and (b) take commercially reasonable efforts to prevent unauthorized access to, or use of, the Service through login credentials of Authorized Parties, and notify SpryPoint promptly of any such unauthorized access or use. Client shall not: (i) use the Service in violation of applicable Laws; (ii) in connection with the Service, send or store infringing, obscene, threatening or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) send or store Malicious Code in connection with the Service or its related systems or networks in a manner not set forth in the Documentation. Client shall designate a number of named contacts to request and receive support services from SpryPoint. Named support contacts must be trained on the SpryPoint product(s) for which they initiate support requests. Client shall be liable for the acts and omissions of all Authorized Parties and Client Affiliates relating to this Agreement. 1.3 Acceptable Use. Client acknowledges and agrees that SpryPoint does not police the content of communications or data of Client or its users transmitted through the Service, and that SpryPoint shall not be responsible for the content of any such communications or transmissions. Client shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations Client is solely responsible (a) for making sure that the disclosure and use of data, content and information provided to SpryPoint does not violate any applicable law or infringe upon the intellectual property rights of any third party and (b) for the appropriate use of any reports and other materials prepared by Client 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 post or upload any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (c) otherwise violates any applicable law. SpryPoint may remove any violating content posted or transmitted through the Services, 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. SpryPoint will invoice Client the first-year subscription fee for the Service upon execution of this Agreement. All fees are quoted and payable in United States Dollars. All invoiced charges are due net 45 days from the invoice date unless otherwise stated on the invoice. Client is responsible for providing SpryPoint complete and accurate billing and contact information including a valid email address prior to the commencement of your subscription. Upon SpryPoint’s request, Client will make payments via electronic bank transfer. All remittance and invoice inquiries are to be directed to [email protected]. 27 AGENDA ITEM NO. 3.

2.2 Disputed Invoices. If Client reasonably disputes any portion of a SpryPoint invoice for Service, Client must pay the undisputed portion of the invoice and submit written notice of the dispute with sufficient detail of the nature of the dispute, the amount and invoices in dispute and information necessary to identify the affected Service for the disputed amount. All invoice disputes will be submitted by Client to the following: [email protected]. All billing disputes must be submitted to SpryPoint within thirty (30) days from the date of the invoice. Client waives the right to dispute any charges not disputed within such thirty (30) day period. In the event the dispute is resolved against Client, Customer shall pay such amounts immediately. Non-Cancelable & Non-Refundable. Except as specifically set forth to the contrary under Section 6 (Warranty) and Section 7 (Indemnification), all payment obligations are non-cancelable, and all payments made are non-refundable. 2.3 Non-Payment and Suspension of Service. If SpryPoint does not receive payment of any invoiced amount by the due date as provided in Section 2.1 herein, then without limiting rights and remedies, the unpaid and undisputed invoiced amount(s) may accrue interest at the rate of 1.5% per month. If any amount owing by Client for SpryPoint’s Services under this Agreement is more than 45 days past due, SpryPoint, without limiting its other rights and remedies reserves the right to suspend the Service until such overdue amount is paid in full. 2.4 Taxes. 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 SpryPoint’s net income) directly upon the Client in relation to this Agreement. 2.5 Tax Status. SpryPoint’s fees do not include any transaction taxes. Client agrees that it is exempt from all transaction taxes, including but not limited to, any local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value - added, goods and services taxes, excise, use or similar taxes. In the event that Client’s tax-exempt status changes such that it is no longer exempt from transaction taxes, Client shall become responsible for paying all transaction taxes associated with this Agreement. If SpryPoint has a legal obligation to pay or collect transaction taxes for which Client is responsible under this section, the appropriate amount shall be invoiced to and paid by Client. If Client itself, as a body entitled to assess taxes or fees, imposes any taxes or fees upon SpryPoint’s provision of the Services, the fees in this Agreement are net of any such taxes or fees and SpryPoint will gross up its invoices to include such taxes or fees. 2.6 Additional Services. The Service includes optional variable services such as SMS messaging services and outbound IVR dialer services (collectively “Additional Services”). All Additional Services shall be invoiced by SpryPoint to Client upon the request of such services by an authorized representative of the Client at the pricing and rates provided in Exhibit B. (a) For SMS text messaging services, an optional SMS Short Code fee shall be invoiced upon request of a Short Code by Client. SMS short code fees shall be invoiced annually, while in- bound and out-bound text message usage fees shall be invoiced monthly for actual amount used. (b) For Outbound IVR services, usage fees shall be invoiced monthly for the actual amount used upon activation and usage of the outbound IVR services. 2.7 Enhancement Cost. Any enhancements to the Service beyond the initial scope as outlined in Exhibit A – the Statement of Work, will be performed on a time and material basis, at an hourly rate of $200 USD per hour. Sprypoint may implement enhancements in accordance with the change control process as outlined in Exhibit A. 2.8 Additional Users. SpryPoint will be automatically notified when new users are added to Client’s Service. If the number of active users, not including archived users, exceeds Client's current subscription, SpryPoint will invoice Client for any incremental user additions during the calendar month. Invoice to Client will be prorated to align with the remaining months of Client’s subscription period. 2.9 Holdback. Notwithstanding anything to the contrary in the Agreement, SpryPoint shall withhold billing and invoicing at an amount equal to ten percent (10%) of each payment milestone for Implementation Services fees until the Go Live/ Cutover Date. 28 AGENDA ITEM NO. 3.

3. Proprietary Rights 3.1 SpryPoint Intellectual Property Rights. SpryPoint retains all right, title, and interest in and to the Service, Documentation and other SpryPoint Intellectual Property Rights including any related methodologies, techniques, processes, and instruction developed by SpryPoint and used in the course of delivering the Service. under this Agreement and an applicable Statement of Work. 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 (i) reverse engineer, modify or copy the Service or Documentation or create any derivative works based on the Service and Documentation; (ii) copy and features, functions, interfaces, integrations or graphics of the Service or Documentation; (iii) access the Service or Documentation in order to build any commercially available product or service. 3.2 Client Rights. SpryPoint hereby grants Client’s Authorized Named Users (and those of Client’s Affiliates and Authorized Parties) a non-exclusive, non-transferable, non-perpetual limited right to use the Service and Documentation, solely for the internal business purposes of Client and Affiliates and solely during the Term, subject to the terms and conditions of this Agreement. 3.3 License to Host Client’s Data. Client grants SpryPoint and SpryPoint’s hosting partners a worldwide, limited-term license to host, copy, transmit and display Client’s 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’s 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 feedback relating to the Service. SpryPoint shall have no obligation to make Improvements or modify Service based on Client Input. 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 SaaS service, provided that such information does not identify Client’s 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. 4.2 Nondisclosure. A party shall not use Confidential Information for any purpose other than to facilitate this Agreement. A Recipient: (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 (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 reasonable standard of care. 4.4 Injunctive Relief. Recipient agrees that disclosure of Confidential Information would cause irreparable injury, for which monetary damages would be inadequate. If a Recipient discloses or uses any Confidential Information of the other party in breach of the confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to 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. SpryPoint shall keep 29 AGENDA ITEM NO. 3.

and maintain Client Data in strict confidence and shall not allow any third parties to use, disclose, or access Client Data without Client’s prior written consent. Notwithstanding the foregoing, SpryPoint may disclose Client Data as required by applicable 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 such required disclosure, at Client’s expense. 5.2 Data Security. Each Party shall be responsible for establishing and maintaining its own data privacy and information security policies, including physical, technical, administrative, and organizational safeguards to ensure the security and confidentiality of Client Data; protect against any anticipated threats or hazards to the security of Client data, protect against unauthorized disclosure, access to, or use of Client Data, ensure the proper disposal of Client Data, and ensure that all employees, agents, and subcontractors, if any, comply with the above. 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 doing so. Each Party will reasonably assist the other Party in mitigating or remediating any potential damage where appropriate. Each party shall bear the costs of such remediation or mitigation to the extent the breach or security incident was caused by it. As soon as reasonably practicable after any such Security Breach, upon Client’s request, Client and SpryPoint will consult in good faith regarding the root cause analysis and any remediation efforts. 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 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. SpryPoint further warrants that it will not knowingly introduce any Malicious Code into the Service. 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 material adverse impact on its ability to perform as required hereunder. 6.3 Warranty Remedies. In the event of a breach of the warranty as set forth in Section 6.1, or upon the discovery of Malicious Code in the Service, (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, SpryPoint shall refund Client amounts paid that are attributable to the defective Service from the date SpryPoint received such notice through the date of remedy, if any. At no time shall the refund exceed 1.5X the Subscription Service Fees actually paid by Client in consideration for SpryPoint’s service delivery during the immediately preceding twelve (12) month period for the Service. 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 DOCUMENTATION. SPRYPOINT DOES NOT WARRANT THAT THE SERVICE WILL PERFORM WITHOUT ERROR OR THAT IT WILL RUN WITHOUT IMMATERIAL 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 7.1 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 30 AGENDA ITEM NO. 3.

to SpryPoint, at SpryPoint’s cost, all reasonable assistance. SpryPoint’s obligations set forth in this Section do not apply to the extent that an Indemnified Claim 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 Upgrades that would have avoided the alleged infringement; (d) Modification of the Service by Client, its Employees, or Authorized Parties in conflict with Client’s obligations (e) Unauthorized use of the Service by third parties; or (f) use of the Service in a manner that is materially inconsistent with the Documentation. Furthermore, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful 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 approval from Client in writing to replace or modify the Service so that it is no longer infringing. 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 prepaid fees for the Service that were to be provided after the effective date of termination. 8. Limitation of Liability 8.1 Liability Cap. SpryPoint’s liability arising out of or related to this Agreement shall in no event exceed 1.5X the Subscription Service Fees paid by Client within the twelve (12) months preceding the claim. However, with respect to SpryPoint’s breach of Articles 4 or 5, such limitation of liability shall not exceed the amount recovered by SpryPoint’s Cyber or Privacy insurance as part of E&O or other applicable insurance. 8.2 Clarifications & Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED 1.5X THE SUBSCRIPTION SERVICE FEES ACTUALLY PAID BY CLIENT IN CONSIDERATION FOR SPRYPOINT’S SERVICE DELIVERY DURING THE IMMEDIATELY PRECEDING TWELVE (12) 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. 8.3 Exclusion of Damages. EXCEPT WITH RESPECT TO AMOUNTS TO BE PAID BY EITHER PARTY PURSUANT TO A COURT AWARD (OTHER THAN A DEFAULT JUDGMENT) OR SETTLEMENT AS WELL AS THE DEFENSE COSTS UNDER THE INDEMNIFICATION OBLIGATIONS NO MATTER HOW MUCH DAMAGES MAY BE CHARACTERIZED, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, COST OF DATA RECONSTRUCTION, COST 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, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS, OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CLIENT WILL NOT ASSERT THAT ITS PAYMENT OBLIGATIONS ARE EXCLUDED AS SPRYPOINT’S LOST PROFITS. 9. Term & Termination 9.1 Term of Agreement. The Term of this Agreement commences on the Effective Date and will continue for one year. 9.2 Annual Renewal. The initial Term shall automatically renew for successive terms of one year unless either party provides the other written notice of termination at least (30) days prior to the expiration of the current term. 9.3 Annual Escalation. The annual Subscription Service Fee for the Service shall be subject to adjustment on each anniversary of the Effective Date at the higher of 4% or CPI with a maximum per-year increase of 6%. 31 AGENDA ITEM NO. 3.

9.4 Termination for Convenience. Client shall have the right to terminate this Agreement without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to SpryPoint. Upon termination, Client shall pay SpryPoint all fees due up to the time of termination. 9.5 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 notice period. 9.6 Termination for Non-Appropriation of Funds. Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement are not forthcoming or are insufficient, through the failure of any entity to appropriate funds or otherwise, Client will have the right to terminate at no additional cost or penalty by giving Thirty (30) days written prior notice documenting the lack of funding. 9.7 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 accrued or due and payable to SpryPoint prior to the effective date of termination. 9.8 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 Terms. If Client elects to use SpryPoint’s Alerts, Notifications, Communications, Campaigns & Messaging capabilities ("Messaging Service”) provided with the Service the following supplemental terms (“Messaging Terms”) will apply. For avoidance of doubt, Messaging Terms apply to all SpryPoint applications within the Service involving automated phone calls, pre-recorded messages, text messages, emails, in-app notifications and any other bulk communications. 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. 10.3 Messaging Indemnity. 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 and attorney’s fees arising out of or relating to the Messaging Service or any breach by Client of the Agreement including without limitation, these Messaging Terms, except in the event of SpryPoint’s willful misconduct. 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(s) employed by or contracted with SpryPoint to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of Client. SpryPoint has full rights and obligations 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 Insurance. SpryPoint will maintain during the entire Term of this Agreement, at its own expense the insurance coverage as outlined in Exhibit D. The policies shall name Client as an additional insured with respect to the provision of services provided under this agreement. 11.3 Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of California. 32 AGENDA ITEM NO. 3.

11.4 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: Jeffrey Blanks Deputy Finance Director 1033 Fifth Street Clovis, CA 93612. Notices to SpryPoint shall be sent to: Kyle Strang Managing Partner 45 Queen Street – Suite #401 Charlottetown, PE C1A 4A4 11.5 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 Service or the Implementation Services shall be constructed to operate as a waiver of any rights under this agreement or of any cause of action arising out of the performance of this Agreement. 11.6 Force Majeure. In no event shall either party 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, accidents, acts of war or terrorism, 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; 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. Both SpryPoint and Client must provide written notice of a Force Majeure event within 20 days of the event occurrence. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. Client has the right to terminate this Agreement if a Force Majeure event suspends performance of the Service for a period of 30 days or more. 11.7 Conflicts of Interest. SpryPoint certifies that to the best of its knowledge, no Client officer, employee or authorized representative has any financial interest in the business of SpryPoint and that no person associated with SpryPoint has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. 11.8 Fair Employment. SpryPoint shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law. 11.9 Time. Time is of the essence in the performance of this Agreement. 11.10 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). Except to the extent forbidden herein, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns. Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as the assignee agrees to be bound by all of the terms of this Agreement and all past due fees are paid in full. In no event shall Client have the right to assign this Agreement to a direct Competitor of SpryPoint. Any attempt by a party to assign its rights or obligations under this Agreement other than as permitted by this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 33 AGENDA ITEM NO. 3.

11.11 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. 11.12 Publicity. Except as set forth herein, 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 and logo in lists of Clients and on its website, however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from SpryPoint. 11.13 Piggyback. It is understood and agreed by Client and SpryPoint that any governmental entity may purchase the services specified herein in accordance with the prices, terms, and conditions of this Agreement. It is also understood and agreed that each local entity will establish its own contract with SpryPoint, be invoiced therefrom and make its own payments to SpryPoint in accordance with the terms of the contract established between the new governmental entity and SpryPoint. It is also hereby mutually understood and agreed that Client is not a legally bound party to any contractual agreement made between SpryPoint and any entity other than Client. 11.14 Amendment. This Agreement may only be amended in writing by authorized representatives of each party. 11.15 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. City of Clovis SpryPoint Services, Inc.

Signature: Signature:

Name: Name: Ryan Cawley Title: Title: Managing Partner Date Signed: Date Signed:
34 AGENDA ITEM NO. 3.

45 Queen Street Charlottetown, PE sprypoint.com C1A 4A4, Canada Exhibit A - Statement of Work
35 AGENDA ITEM NO. 3.

Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 1

Table of Contents 1. Introduction 4 1.1. Background 4 2. Project Goals and Objectives 4 2.1. Goals and objectives 4 2.2. Guiding Principles 6 3. Scope of Work 7 3.1. Overall Project Approach 7 3.2. Pre-Project Initiation 8 3.3. Project Initiation 9 3.3.1. Project Initiation – Deliverables, Roles & Responsibilities 10 3.4. Analysis 11 3.4.1. Analysis – Overview/System Familiarization 12 3.4.2. Analysis - Workshops 12 3.4.3. Analysis – Planning Documents 13 3.4.4. Analysis – Data Migration 13 3.4.5. Analysis - Reporting 14 3.4.6. Analysis – Organizational Change Management 14 3.4.7. Analysis – Deliverables, Roles & Responsibilities 14 3.5. Configuration 16 3.5.1. Configuration – Configuration Workbook & Workshops 16 3.5.1.1. Other Configuration Items 17 3.5.2. Configuration – Data Migration 17 3.5.2.1. Data Mapping 17 3.5.2.2. Data Extraction 19 3.5.2.3. Data Migration, Iterations & Refreshes 19 3.5.2.3.1. Iteration 1A 19 3.5.2.3.2. Iteration 2 20 3.5.2.3.3. Iteration 3 20 3.5.2.3.4. Iteration 4 20 3.5.2.4. Data Cleansing 21 3.5.2.5. Data Acceptance Testing 21 3.5.3. Configuration – Integrations & Enhancements 21 3.5.3.1. Interfaces 22 3.5.3.2. Enhancements 22 3.5.4. Configuration – Core Team Training 22 3.5.5. Configuration – Reports 22 3.5.6. Configuration – Security & Roles 22 3.5.7. Configuration – Organization Change Management 22 3.5.8. Configuration – Deliverables, Roles & Responsibilities 23 3.6. Test 25 3.6.1. Test – Test Scripts 25 3.6.2. Test – Training Material 25 3.6.3. Test – Tester Training 26 3.6.4. Test – Enhancement Testing 26 3.6.5. Test – Integration Testing 26 3.6.6. Test – Functional Testing 26 3.6.7. Test – User Acceptance Testing 26 3.6.8. Test – Organizational Change Management 27 3.6.9. Test – Deliverables, Roles & Responsibilities 27 36 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
2 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

3.7. Deploy 29 3.7.1. Deploy – Prerequisites 29 3.7.2. Deploy – Go Live Cutover Plan 30 3.7.3. Go/No Go Decision 30 3.7.4. Deploy – End User Training Material 31 3.7.5. Deploy – End User Training 31 3.7.6. Deploy – Mock Go Live 31 3.7.7. Deploy – Customer & Vendor Notifications 31 3.7.8. Deploy – Go Live 31 3.7.9. Deploy - Deliverable(s), Roles & Responsibilities 31 3.8. Operate 33 3.8.1. Operate – Post Go Live Support 33 3.8.2. Operate – Transition to Customer Success 33 3.8.3. Operate – System Acceptance & Project Close Out 34 3.8.4. Operate – Deliverables, Roles, & Responsibilities 34 3.9. Project Governance 35 3.9.1. Project Management 35 3.9.2. Project Communications & Tools 36 3.9.3. Acceptance Period 37 3.9.4. Agreed Priority Definitions 37 3.9.5. Milestone Acceptance Process 37 3.9.6. Scope & Project Change Management 38 3.9.7. Issues and Risk Management 38 3.9.8. Conflict Resolution and Escalation Process 39 3.9.9. Project Working Times 39 3.9.9.1. Project Working Schedule 39 3.9.9.2. Statutory Holidays 39 3.9.10. Executive Steering Committee 41 3.9.11. Project Management Reoccurring Deliverables 41 3.9.12. Project Completion 42 4. Integrations & Enhancements 42 4.1. Integrations 42 4.2. Enhancements 45 5. Project Assumptions 45 5.1. General Assumptions 45 5.2. Development Assumptions: 46 5.3. System Testing Assumptions: 47 5.4. Training Assumptions: 47 5.5. Production Readiness and Cutover Assumptions: 47 6. Appendixes 48 6.1. Definitions 48 6.2. Milestone Schedule 52 6.3. Document Samples 69 6.3.1. Project Status Report 70 6.3.2. Risk Log 71 6.3.3. Change Order 72 37 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
3 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved Statement of Confidentiality The contents of this proposal are confidential and are supplied on the understanding that they will be held confidentially and not disclosed to third parties without the prior written consent of SpryPoint.

38 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
4 Confidential | Copyright © 2022 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 Clovis (“Client”) with offices at 1033 5th St, Clovis, CA 93612, United States. 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 Client. ● The Solution will encompass several SpryPoint products which include: o SpryCIS – Customer Information System o SpryEngage – Customer Engagement Portal o SpryMobile – Mobile Field Service o SpryBackflow – Cross Connection Control ● 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 Client by SpryPoint. ● All items in SpryPoint’s response to the Feature Function Requirements (2022-03-17a) in the RFP 2022-03-18a for a Enterprise Utility Billing and Customer Information System are within the scope of this project. It is SpryPoint’s responsibility to provide all the capabilities described in the Specifications with the SpryPoint software solutions and services. 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 Statement of Work. These documents help define the project’s scope and will guide its execution. 1.1. Background The goal of the City is to procure and implement a web based customer information systems that utilizes best practices, the latest technology, automated workflow and improved and simplified reporting.

2. Project Goals and Objectives 2.1. Goals and objectives The Client’s goals for this project and their supporting objectives are to take advantage of the newest technology and harness efficiencies by reviewing business processes or implementing technology to enhance existing business processes. The primary objective is to procure, implement, and maintain a system or systems that mitigates current 39 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
5 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved challenges, allows for streamlined collection and processing of information, and facilitates standardization and timely access to information. Objectives for this project include: Successful Implementation ● Implement a new CIS Solution built on a modern and cloud-based technology platform in accordance with SpryPoint’s proposal: ● Install a system that will interface with (or provide replacement solutions for) the Client’s other information systems. ● Implement advanced options for calculating customer bills, and providing customer self-service capabilities, mobile field service, backflow program management and other common functions and features. ● Provide a system that is flexible enough to accommodate business changes, requests for new services, and the need for enhanced business information. ● Install a system that is upgraded and enhanced regularly by SpryPoint. ● Install a system that provides best business-practice methodologies. ● Install a cost-effective system that can be easily maintained. ● A Web based CIS that allows for automation and streamlining of the utility billing processes and improves data management, including collection, reporting and record keeping. Greater transparency and visibility into the CIS system: ● User-friendly reporting tools & advanced data analytics ● API driven interfaces into and from the CIS system ● An automated method for uploading meter readings to the CIS ● Automated dispatching and Mobile Field Service ● Audit Trails throughout the application. ● See visible alerts and consumption history on the mobile application Provide better customer service: ● Provide the following benefits: easy access to information, user friendliness, process automation, real-time system changes, billing flexibility, and 24/7 access. ● Accurately calculate bills for all Customer classes, services, cycles, allocations, and capital recovery. ● Correctly allocate accounts receivable and payments among general ledger funds. ● Correctly process account and property activities. ● Provide Customer Service Reps (CSRs) with quicker access to customer information in one centralized location. ● Integrate customer self-service capabilities (that is, account information, payment options, service activities, etc.). ● Increase the efficiency and effectiveness of both employees and business processes to increase and improve employee job satisfaction, resulting in better customer service. ● Generate customer service metrics to satisfy the Client’s desire to improve as well as meet future regulatory requirements. ● Improve data access through reporting & dashboarding tools. ● Ability for customers to sign up for and receive bills via SMS and email. 40 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
6 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved ● Ability for customers to sign up for leak alerts, financial alerts and usage alerts. ● Ability to manage meters, registers, and endpoint (ERT) Manage the project well: ● Deliver the project on time and within budget. ● Employ a formal project management process ● Engage the users of the system in the communication and decision-making processes to develop ownership and acceptance of the new system. ● Provide adequate knowledge transfer throughout the project. ● Ensure that the implementation is as non-disruptive as possible to customers. ● Delivery of documentation via online help, project shared portal and reporting tools. 2.2. 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. Client will empower designated project team members knowledgeable on current state operations to make decisions that will bind the organization 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 customizations 5. SpryPoint and 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. Client will measure the success of the project against the following statement: “A fully delivered solution of acceptable quality, on time and within budget that delivers accurate and timely customer and meter to cash processes.”: ● Scope as defined in this agreement is fully met at the acceptance of the system: project is “fully delivered”; ● Acceptance of delivered scope at the completion of the project occurs as scheduled: project is “on time”; ● Costs do not exceed the projected budget as appropriated at the start of the project and/or any additional approved change orders: project completes “within budget”; ● Successful integration with other core Client business systems as outlined below. 41 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
7 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved ● Acceptance criteria according to that defined in this agreement and subsequent deliverables, are met: project deliverables are of “acceptable quality”.

3. Scope of Work 3.1. Overall Project Approach SpryPoint shall use its implementation methodology, to deliver the SpryPoint Service, 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 combine it with the best elements of the agile methodology. This methodology 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.

42 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
8 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

3.2. Pre-Project Initiation Upon contract signing before Project Initiation there are several pre-project activities the client can choose to prepare for the implementation. Completion of these activities is not mandatory to start the project but will need to be at some point through the project. ● Documentation to gather ● Operating polices ▪ Any documentation on Standard Operating Procedures ▪ Published rules/polices ▪ 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) ● 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 ▪ Do you want to redesign? If yes, ▪ Who needs to be involved in this decision? ▪ What do you want to change? ▪ Goals of redesign ▪ Who needs to approve 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? ▪ Fill out Report list ▪ Collect report samples ● Data Cleansing ▪ Start to identify problem records (accounts, customers, premises) ▪ Start to identify duplicate records ▪ Identify problems with data that you would like to resolve ▪ Identify fields that are multipurpose 43 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
9 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

3.3. Project Roles 3.3.1. Project Staffing Matrix The following staffing matrix has been included for planning purposes. An updated matrix will be provided with the baselined project schedule

3.3.2. SpryPoint Roles The following table outlines the various roles of the SpryPoint Project Team Job Roles Description Project Manager See section 3.9.1 Lead CIS Solution Architect (SA) The Solution Architect provides over site and works with the client to map solution functionality to the client ‘s needs. This includes the recommendation of best practices. This person will lead activities such as analysis workshops, data conversion strategy, data mapping, etc. The SA will also ensure all solution are in alignment to meet the go forward business processes. CIS Implementation Specialist Product specialist(s) that work with the SA to assist with discovery, configuration, testing, training cutover and post go live activities. SpryEngage Implementation Specialist Product specialist(s) that work with the SA to assist with discovery, configuration, testing, training cutover and post go live activities. SpryMobile Implementation Specialist Product specialist(s) that work with the SA to assist with discovery, configuration, testing, training cutover and post go live activities. Data Conversion & Reporting Specialist Technical resources that work with the SA and implementation team members on data conversion activities and report building. Development & Technical Support Members of our Development and Dev Ops teams who work with the implementation team on coding of 44 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
10 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved integrations & enhancements and complete any environment provisions and environment support. 3.3.3. Client Roles The following table outlines the various roles required from the Client Job Roles Description Project Manager See section 3.9.1 CIS Functional Lead Client resource(s) who are going to work with the SpryPoint Team member to complete project activities and make project decisions and decisions on go forward business processes CIS Subject Matter Experts Client resource(s) that understand the current business needs, it is recommended that these users be part of the testing processes Business Analyst A client resource who can dig into and help analyze issues such as problems with data, bill validation differences, balancing issues, etc. Technical Lead Resource(s) that will be responsible for extraction of data from the legacy system. Members who should be training activities such as reporting, security management, etc. CSRs Client resource(s) that understand the current needs of your clients and understands the level of service the client provides, it is recommended that these users be part of the testing processes 3.4. 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. Within 30 days of execution of the contract, SpryPoint will initiate an introduction call with the SpryPoint Project Manager and the Client’s Project Manager to start preparation and mobilization of both teams resources in accordance with the requirements defined in this SOW. 3.4.1. Project Initiation – Deliverables, Roles & Responsibilities 45 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
11 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable Description
Project Manager
Implementation Specialist (s)
Executive Sponsor
Project Manger 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, this will include a cash flow forecast for payment milestones A R

6. Project Staffing Matrix Document which outlines an estimated number of FTEs required each month over the proposed project schedule A R

7. Project Kickoff Formal meeting to kickoff project. This includes the following activities: ● Meeting agenda ● Meeting presentation

A R R C C I I I

8. Environment Setup Provision environments and provide access for core team A R R R 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 3.5. 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. 46 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
12 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

3.5.1. Analysis – Overview/System Familiarization During this phase either before or as part of the workshops SpryPoint will complete an overview training session. The purpose of this training is to introduce the core team member to the SpryPoint product(s). 3.5.2. Analysis - Workshops A SpryPoint team member will lead workshops involving appropriate SpryPoint project resources, and Client business process experts to create an Analysis Report. These workshops and the resulting documentation will work to define the future business processes and also identify any gaps between the future business processes and SpryPoint Functionality. SpryPoint and 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 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 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. ▪ Customer Care ▪ Premises ▪ Meters ▪ Billing ▪ Payments ▪ Collections ▪ Financials & Admin ▪ Customer Engagement ● Customer Communications ● SpryEngage ▪ Mobile Field Service ● Dispatching ● Meter activities ● Other Long Cycle Activities 47 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
13 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved ▪ Backflow & Cross Connection ● Notices ● Testers ● Workflow ● Communications methods Note: other workshop sessions may be identified and required to ensure all business needs are being met. 3.5.3. Analysis – Integrations During the Analysis phase requirements sessions for the in-scope integrations will be held to validate the integration requirements and identify any requirements needed to align with the go forward business processes and system solutioning. 3.5.4. 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 resources ● 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 account 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 to match training needs to individual end users. ● Security Plan - Based on the workshops and interviews, SpryPoint will provide the 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 will assume responsibility for the ongoing maintenance of security roles and assignments moving forward. 3.5.5. Analysis – Data Migration Data Conversion is a critical part of every implementation project. During the Analysis Phase workshop(s) will be held to define ● Where the data is ● What records will be converted ● What format the data will be received in ● Data cleansing options ● Parameters for data checking/validation ● How data will be mapped to the new data structure ● SpryPoint will setup a SFTP site that will be used for transferring data extraction files This information will be gathered and documented in the data conversion strategy document. 48 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
14 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

3.5.6. Analysis – Reporting Plan During the Analysis Phase a Report Analysis will be completed. This analysis will be used to review the reports that the client has and what their uses are. Once this is established SpryPoint will group the report into different categories: ● No longer needed – the report will be deemed as no longer needed because either the client currently doesn’t use it, or because of a business process change or the new system functionality the report is deemed unnecessary ● Match report – the report is matched to an equivalent SpryPoint Report that exists in the system to build ● Report to Build – the report will be needed going forward so SpryPoint will create the report. Note: In this category often many client reports will be replaced with one base SpryPoint report that has multiple views to meet the needs of different users Included in the scope of this project, SpryPoint will ensure that the client has any reports that are required to meet the need of the future state business processes. 3.5.7. 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 Client, assess the organizational culture and the capacity to change. During this phase SpryPoint will: ● Identify Stakeholders ● Develop OCM strategy & schedule ● Work with client to develop internal communications Plan ● Review decisions log from workshops – identify impacts to staff ● Identify training requirements 3.5.8. Analysis – Deliverables, Roles & Responsibilities No. Deliverable Name Deliverable Description Project Manager
Implementation Specialist (s)
Executive Sponsor
Project Manger 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

C A R R
49 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
15 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable Description
Project Manager
Implementation Specialist (s)
Executive Sponsor
Project Manger Core Team Testers End Users
Executive Sponsor
SpryPoint Client determine these are not required for the project 3. Topic Specific Workshops Workshop(s) will be completed to discuss the requirements in each area and identify any gaps. An agenda will be provided for each workshop. An agenda will be provided for each workshop at least twenty-four (24) hours prior to each workshop session.

R A C R

4. 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

5. Analysis Report Updates Updates to the Analysis Report with any changes/feedback from client R A C R

6. Analysis Report Final Review & Approval This deliverable is the time required to for the client to review the Analysis Report and provide feedback and/or approve the document

C C A R

7. Report Plan This plan is used to identify which reports are required, what tool will be used to create the report and who is responsible to develop.

A R C R

8. Test Plan A document that outlines the testing strategy for the client’s A R C C

9. Training Plan A document that defines all the data that will be converted, where the data comes from and how much data is to be converted. This document defines the details and plan for conversion throughout the implementation.

A R C C

10. Data Conversion Strategy A document that defines all the data that will be R A C C 50 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
16 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable Description
Project Manager
Implementation Specialist (s)
Executive Sponsor
Project Manger Core Team Testers End Users
Executive Sponsor
SpryPoint Client converted, and where the data comes from. This document defines the details and plan for conversion throughout the implementation. 11. Security Plan and Baseline Roles (out of box) A document(s) that outlines the security and the out of the box security roles. A R C C

12. S Security Plan Role Assignment Updates to the document matching users to security roles C C R A

13. Change Management Plan A document that outlines a strategy for Organizational Change Management A R C R

14. Client Communication Plan A document that outlines recommended client communications throughout the project both internal and external

R R R A

15. Updates to client communications plan Go forward communication plan for employees & 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 3.6. Configuration The configure 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. 3.6.1. Configuration – Configuration Workbook & Workshops To document and track the configuration, SpryPoint uses a configuration 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 configuration workbook is as follows:
51 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
17 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved ● Provide a checklist of all required configuration ● Document configuration settings ● Show where configuration have been completed (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 conversion activities changes to configuration may be required. SpryPoint will be responsible to ensure the configuration is updated with these changes. 3.6.1.1. Other Configuration Items Other items required to be configured during this phase are: ● Bill Statement - SpryPoint will work with appropriate Client project team members to analyze and document all the requirements and specifications for the bill print or integration to bill presentment provider. ● Service Orders - SpryPoint will gather requirements for developing Client’s Service Order processes including service types. ● Letters & Templates – Report deliverables (letters) will be created by SpryPoint with respect to the Client logo, contact information, return address and text. Client will supply the logo, contact information, return address, and text to SpryPoint for development of the letters. Some examples include: o Welcome Letter o Delinquent o Disconnection / Cut-off Notice o Returned Check o Payment Arrangement o Bankruptcy **Note During implementation SpryPoint will work with the client to build and deliver all letter(s) and template(s) that are required to meet the needs of identified business processes. 3.6.2. Configuration – Data Migration SpryPoint uses an agile project approach during the data migration process. This approach allows for an iterative approach that starts with a subset of data elements and conversion goals. As the goal for each iteration are met additional data elements are added. It should be noted that while SpryPoint will complete conversion until the data is correct, any more than 4 conversions can result in schedule delays. 3.6.2.1. Data Mapping Before data can be extracted from the legacy system or imported into the various SpryPoint products, 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 responsible to fill out required information about their legacy system in this document. It is agreed that SpryPoint will convert 3 full calendar years plus the number of months to go live of history into SpryCIS. 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 52 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
18 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved Object Details Customers Active customers with balances within the specific time limits, including relationships (i.e landlords/tenants). This also includes customer addresses and contact information Note: in the agreed time if there are inactive customers with balances these will be included in conversion. Premises All active premises in the agreed time. Note active premises will be converted from the legacy CIS. Accounts Active accounts only within the time range and inactive accounts with a balance and inactive accounts that have historical activity and/or has 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 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 period. Deposits If applicable, active deposit values will be converted Equipment All active equipment Remotes All active meters within the agreed time range, regardless of account status (If applicable) SpryBackflow Objects to Convert Object Details Backflow Assemblies All active backflow assemblies and if applicable, any devices not yet installed but maintained in Client inventory 53 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
19 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved Backflow Tests Backflow tests within the agreed time frame Backflow Testers All active backflow testers 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. 3.6.2.2. Data Extraction The Client is responsible to complete all data extractions activities as per the data conversion plan and schedule. SpryPoint will provide details on the required data formats and will work with the client to ensure that it is a format that the client can produce. Extracted data files will be placed on an SFTP site. Only those with access to the SFTP site will be able to access the extracted data files. 3.6.2.3. Data Migration, Iterations & Refreshes SpryPoint will design, develop, and create validation processes (for example, dollars AR balances, meter reads, consumption, record counts). 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 the client is expected to provide extracted data in mutually agreed to format(s). SpryPoint will be responsible to import the data into the SpryPoint solution(s). In addition to this the client is expected to complete 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). 3.6.2.3.1. Iteration 1A 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 SpryPoint solution 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 54 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
20 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved Note: There may be multiple sub iterations required to complete to achieve the above 3.6.2.3.2. Iteration 2 The goal of this iteration is to fix issues found during the first iterations (1A, 1B, 1C) and additional record types required to start bill validation testing and other product testing. The following activities must be completed before iteration 2 can be completed: ● Completion of iteration 1 data conversion and data acceptance testing ● Completion of data cleansing activities identified in iteration 1 ● Completed configuration adjustments identified Upon the completion of iteration 2, users will be able to see and review: ● Client data in SpryPoint solution to include: ● Updated records from iteration 1 and transaction history and deposit records ● Complete data acceptance testing ● Complete Bill Validation Testing Note: There may be multiple sub iterations required to complete to achieve the above 3.6.2.3.3. 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 required to be completed: ● Completion of iteration 2 data conversion and data acceptance testing ● Completion of data cleansing activities identified in iteration ● Completed configuration adjustments identified Upon completion of iteration 3, users 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 Note: There may be multiple sub iterations required to complete to achieve the above 3.6.2.3.4. Iteration 4 The goal of this iteration is to support go live. 55 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
21 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 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 comparison to a full iteration. A minor change is defined as script change that takes less then 1 hour to fix, such as fixing a mapping to support an edge case; adding handling for meter switches; changing rate mapping. Depending on the quality of the data each SpryPoint product may require a different number of data iterations. For example, SpryBackflow may only require 2 major data iterations while SpryCIS may require 4 data iterations. 3.6.2.4. 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 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 Consultant 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. 3.6.2.5. 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. 3.6.3. Configuration – Integrations & Enhancements During the configuration stage requirement documents will be created for each interface, and enhancement that are included in this scope of work. These documents will include more detailed information on the interface, or enhancement. The document(s) will be provided to the client to review, provide feedback, and sign off on. Once the specification 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. 56 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
22 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

3.6.3.1. Interfaces During the contracting process in scope interfaces were identified and a high-level description of the functionally has been outlined in this document. To see a complete list of Interfaces and their description included in the scope of the project click here. Note: 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. 3.6.3.2. 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 click here. Note: 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. 3.6.4. 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). As part of this end-to-end system training, SpryPoint will provide the Client copies of the training presentations and student workbooks. During the training activities, 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, SpryPoint will provide the client Microsoft Word versions of the training material so they may edit the documentation with specific details about their user of the system. 3.6.5. Configuration – Reports 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, SpyPoint 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 out of the box reporting tool and Metabase. 3.6.6. Configuration – Security & Roles Based on the security plan, the client will be responsible to assign security roles to users. 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 into these roles. 3.6.7. Configuration – Organization Change Management The objective of OCM in the Configuration phase is to drive change results. Activities will include effective communication strategies, execution of action plans, tracking and 57 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
23 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved evaluation, and formation of strong and effective team structures to achieve project success. The main activities involved in delivering the change include: ● Communicating the change ● Identifying and managing resistance ● Develop Change Impact Document 3.6.8. Configuration – Deliverables, Roles & Responsibilities No. Deliverable Name Deliverable Description Project Manager
Implementation Specialist (s)
Executive Sponsor
Project Manger 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 I R

3. System Configuration(s) The process to complete configuration in environments R A C R

4. Integration Requirements Document Fleet Routing & Tracking Software (Fleet Mind) A document that outlines the requirement for the particular in scope integration. A R C R

5. Integration Requirements Document GL & AP A document that outlines the requirement for the particular in scope integration. A R C R

6. Core Team Training Full system training provided to core team members per the training plan that ensures the core team understand how the SpryPoint product(s) works A R R

7. Enhancement Requirements Document(s) If there are enhancements included in scope, this document validates the business use case and captures the requirements business of how this feature will work. If there are multiple enhancements one document will be completed for each

A R C R
58 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
24 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable Description
Project Manager
Implementation Specialist (s)
Executive Sponsor
Project Manger Core Team Testers End Users
Executive Sponsor
SpryPoint Client 8. 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

C A C R

9. Data Extraction from legacy system The activities required to get data out of the client’s legacy system C C R A

10. Data Import into SpryPoint Product(s) The activities required to bring data into the SpryPoint product(s) A R C C

11. Data Conversion Results Report The report(s) that is generated after the data conversion round is completed A R C C

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

13. Data Acceptance Checklist A list of recommended parameters and data that needs to be tested after data conversion A R R R

14. Data Acceptance Testing Testing that is completed by the client to check and validate the data that has been converted. C R R A

15. Data Cleansing Activities & Decisions Identified data that must be cleansed and the approach that will be used to clean the data** see Data Cleansing Section above.

C A C R

16. Reports & Dashboards Build/Configure reports and Dashboard as determined by the report plan R A C R

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

18. System Ready for Testing Initial system configuration completed and system ready for testing A R R R

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

20. OCM Change Impact Document A document that outlines the changes highlights the impacts, risks, training A R R R 59 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
25 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable Description
Project Manager
Implementation Specialist (s)
Executive Sponsor
Project Manger Core Team Testers End Users
Executive Sponsor
SpryPoint Client method, etc for the impacted users 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 3.7. Test The Test phase’s primary focus is on testing and training. Thorough testing is the key to mitigating risk and gaining user confidence in the new business processes. This completed 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. 3.7.1. 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 to modify test scripts to meet their custom needs. SpryPoint will be available to review, answer questions and provide recommendations for custom test scripts. 3.7.2. 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 copies of the training presentations and student workbooks. Throughout 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. 60 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
26 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

3.7.3. 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 that they perform testing during User Acceptance Testing. SpryPoint is responsible to ensure users receive the required training, so they have the tools required to complete their assigned testing. Although SpryPoint is responsible to provide 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. 3.7.4. 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 to test enhancement to ensure they meet the requirements as outlined in the requirements document(s). 3.7.5. 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 testing interfaces and modifications; ● Unit testing reports and bill prints. 3.7.6. 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 practice. To facilitate functional testing, SpryPoint and Client will test scenarios as 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. ● Secondary Scenarios - These scenarios involve testing a broader spectrum of functionality designed to test unique, Client-specific functionality and infrequent or less common processes. 3.7.7. 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 have been accepted by Client and deemed ready for go live. 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 plan to validate the item(s). 61 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
27 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 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. 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. 3.7.8. Test – Organizational Change Management The objective of OCM activities in the Test phase is to complete Client transformation from the as-is to the to-be and embed all business changes. Activities will begin towards the end of the training sessions and continues into post go-live. SpryPoint will use an agile approach to monitor user adoption of new business processes throughout cutover and post go-live. ● Modify OCM plan as needed ● Modify communications plan as needed ● Assist in development of transition plan 3.7.9. Test – Deliverables, Roles & Responsibilities No. Deliverable Name Deliverable Description Project Manager
Implementation Specialist (s)
Executive Sponsor
Project Manger 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 R R R

2. Data Refreshes An updated data conversion iteration that is used to support testing R A C

3. Provide Test Scripts Provide out of box test scripts based on standard business processes A R C C

4. 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

5. Execute Bill Validation Testing Activities required to complete a round of bill validation testing R A R R

6. Bill Validation – Issue Corrections Correction of issues found during bill validation. This R A R R 62 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
28 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable Description
Project Manager
Implementation Specialist (s)
Executive Sponsor
Project Manger Core Team Testers End Users
Executive Sponsor
SpryPoint Client could be in the form of changes to configuration, training for client, development, etc 7. 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

8. Execute Integration Testing Activities required to complete a round of integration testing A R R R

9. Integration Testing – Issue Resolution Correction of issues found during integrated testing. This could be in the form of changes to configuration, training for client, development, etc

A R R R

10. 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

11. Execute Functional Testing Activities required to complete a round of functional testing A R R R

12. Functional Testing – Issue Resolution Correction 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

13. Functional 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

14. 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.

R R A R R
63 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
29 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable Description
Project Manager
Implementation Specialist (s)
Executive Sponsor
Project Manger Core Team Testers End Users
Executive Sponsor
SpryPoint Client 15. User Acceptance Testing – Issue Resolution Correction of issues found during user acceptance testing. This could be in the form of changes to configuration, training for client, development, etc

A R C C R

16. 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

17. Enhancement Testing Testing of any in scope enhancements to ensure they meet the documented requirements A R I
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 3.8. Deploy The Deploy phase is the point at which 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 Client will develop a Cutover Plan prior to the proposed Go-live date. SpryPoint and 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 and made ready for operations? 4. Resource Readiness. Are all the end-users trained? Is Client’s staff trained to deal with problem-solving during the business cycle? 3.8.1. Deploy – Prerequisites To go live the following criteria must be met:
64 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
30 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved ● User Acceptance Testing must be completed and signed off ● All issues marked as required for go live (i.e. all Business Critical Reports) must be completed and signed off ● All product enhancements and integrations marked as required for go live must be completed, tested, and signed off ● 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) beyond this list need to be documented with an outlined plan (including relevant details). This plan must be agreed upon by both parties. 3.8.2. Deploy – Cutover Plan SpryPoint will develop a Cutover Plan which outlines all issues pertaining to the achievement of operational stability. The plan is based on 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 Client. If there are mutually agreed issues that have been identified to resolve post go live, the cutover plan will include the following information: • Details of any workaround that will need to be used until the permanent resolution is in place • Details of the permanent resolution 3.8.3. SpryPoint Internal Go/No Go Decision This is a critical decision point in the project, where the state of the project is reviewed against the Deploy Prerequisite to determine the readiness for go live. This step should occur approximately 30 days before Go Live. If the Client has specific needs that more than 30 days’ notice is required, this decision point should occur further out than 30 days before. 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 proposed action plan. 3.8.4. Client Go/No Go Decision When a Go Decision results for the SpryPoint Internal meeting, 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. 65 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
31 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

3.8.5. Deploy – End User Training Material To assist the Client’s End User 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 is being used as part of Client’s go forward business processes. 3.8.6. 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 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 schedule and required to spend time practicing what they have been trained on. 3.8.7. 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 open when the business opens on Monday morning. 3.8.8. 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. 3.8.9. 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. 3.8.10. Deploy - Deliverable(s), Roles & Responsibilities 66 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
32 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable Description
Project Manager
Implementation Specialist (s)
Executive Sponsor
Project Manger Core Team Testers End Users
Executive Sponsor
SpryPoint Client 1. Cutover Plan A document that outlines the plan for cutover, 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. Client Go/No Go Decision A meeting with the client to review their readiness for go live, upon the acceptance of prerequisite activities, that gives the approval to move forward with the go live

A R R R 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. C A 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

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 C C R A

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

12. Cutover Activities Complete all cutover activities as defined in the cutover plan A R I R R R I 67 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
33 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable Description
Project Manager
Implementation Specialist (s)
Executive Sponsor
Project Manger 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. Cutover Signoff 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 3.9. 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 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 properly. 3.9.1. 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 days with the goal to complete 2 full billing cycles (assuming monthly billing cycle). 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 priority 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 3.9.2. Operate – Transition to Customer Success After the post go live period has been completed and all priority 1 and 2 issues have been resolved we will transition the client to the Customer Success team. The transition involves a SpryPoint internal knowledge transfer between the Service Delivery and Customer 68 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
34 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved Success Teams and an introduction 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 punchlist and the Customer Success Team will be accountable for any new issues. 3.9.3. Operate – System Acceptance & Project Close Out The project close out is the point of the project where both parties agree that all project deliverables have be completed per the Statement of Work and the Implementation portion of the contract is completed, the system is deemed accepted by the Client and the project is closed. This occurs when the following are met: 1. All of the service deliverables identified within this SOW have been completed, delivered and accepted by written notification of the client, within the agreed upon timeframe, including approved Change Orders impacting the SOW; 2. All punch-list items priority 1, 2 and a plan for delivery of priority 3 are delivered to the client. Client agrees to test all delivered priority 1 and priority 2 items within 15 business days and provide written details of any concerns should they arise. SpryPoint will agree to a one-time extension of up to 15 business days, upon a written request from the client. If no written details or concerns are provided by Client within the 15-business day period, the items will be considered approved OR 3. If client has been cutover and is using the system in a production environment as per section 3.7.7 for longer than 6 months with no written documentation of issues related to the scope included in this SOW. 3.9.4. 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
69 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
35 Confidential | Copyright © 2022 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 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 held with SpryPoint to introduce them to the Customer Success Team and how they work with them

A R R R R I

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 punchlist 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 be completed and the project has been signed off 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 3.10. Project Governance 3.10.1. Project Management SpryPoint uses a highly structured and layered project management methodology, which relies on detailed and complete project plans, to determine who is working on what tasks, 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 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 70 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
36 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 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 our resources and project tasks. Both project managers will need to work together and retain the authority for day-to-day project decisions and ensure project success. 3.10.2. Project Communications & Tools The SpryPoint Project Manager, working in conjunction with the Client Project Manager, will compile status reports for distribution to both 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, SpryPoint Project Team (as required) Project Status Reports Monthly PDF N/A Updates to the project plan Bi-Monthly Wrike N/A PM Status meeting Weekly Zoom SpryPoint PM, Client PM, Risk Log Bi-Monthly Google Sheet N/A Executive Steering Committee Monthly Zoom SpryPoint PM, Client PM, SpryPoint Executive Sponsor, Client Executive Sponsor Issue Log Weekly Google Sheet N/A With the understanding that both SpryPoint and the client are working with the joint interest in doing what is best for the project the table above outlines the standard agreement for communications. If major project events occur, or at a critical point in the project that require addition communications, updates, or meetings, both parties can mutually agree to the additional activities at no extra cost to the client. 71 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
37 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

3.10.3. Acceptance Period To facilitate the project schedule and project planning it is important both parties agree to a default acceptance period of 5 business days. 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. 3.10.4. Agreed Priority Definitions During the implementation the following definition will be used to define the priority of issues ● Priority 1 (Critical) – A critical business function is not functioning correctly or is not available. Manual processes or other alternatives are not possible. Continued functionality of related downstream processes is not possible, as the downstream business functions will also be severely affected. i.e the business cannot function ● Priority 2 (High) – A critical business function is not functioning correctly or is severely impaired. Manual processes or other alternatives are possible but may not be practical. Continued processing of related downstream business process may be possible without extending the error to downstream business functions. ● Priority 3 (Medium) – A non-critical business function is not functioning correctly or is severely impaired. Manual processes or other alternatives are possible. Continued process of related downstream business process may be possible without extending the error to downstream business functions. ● Priority 4 (Low) – A nice to have or an issue that has minimal impact to the general customer population or that affect individual users. 3.10.5. Milestone Acceptance Process This project will be invoiced on a milestone basis. The milestones, delivery criteria and payment can be found here. On a monthly basis the SpryPoint Project Manager will submit a list of milestones that have been completed for review and approval to client Project Manager. Service deliverables shall be accepted or rejected within 5 consecutive business days from the time of submittal for acceptance. Service deliverables will be considered accepted in the absence of a response of acceptance within this specified time. 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 milestone and forward with the respective service deliverable to Client Project Manager, or Client designee, for consideration. ● Assessment of Service Deliverables. The Clients’ Project Manager will determine whether the service deliverable meet 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 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. 72 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
38 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

3.10.6. Scope & Project Change Management During implementation either party may request additions, deletions, or modifications to the services or software described in this SOW (“change”). All changes will be documented and approved, regardless of if there is a cost associated with the change or not. Request for changes should be made to either project team’s project manager. The SpryPoint Project Manager, who will create a Change Order. The change order will outline the following: ● Describe the problem that needs to be solved or the scope change to be addressed ● Describe the solution to the problem or scope change being requested, including the use/business case and/or reason for the change and suggested solution ● Estimated impact of the change on the project schedule ● If applicable, any fees/cost and expenses associated the change The Change Order Process that will be employed is defined below. The change order must be approved by both SpryPoint and the client before any work related to this change order is completed. ● Identify the requested change ● Identify and document the solution and scope of work associated with the change request ● Estimate required effort, and any associated costs ● Assess impact of change on schedule, travel fees, milestones, contract, risks and/or any other identified impacts. ● Submit for review and approval by Client and SpryPoint Management Team ● If not approved no changes are completed and the change order is canceled ● If approved project documents are updated and work on the change order is scheduled into the project. ● Monitor and report progress ● Communicate change resolution During the implementation, work to execute the approved project change orders will be completed at a price of $200 USD per hour. 3.10.7. Monthly Project Status Report SpryPoint will provide a Monthly Project Status Report that will contain the following information: • Completed, overdue and upcoming tasks • Budget analysis • Critical project risks • Indicators of how the project is tracking with respects to scope, budget and schedule. • The monthly project status report will be place on the project portal site 4 business days after the month end 3.10.8. Issues and Risk Management The following procedure will be used to manage Project issues and risks:
73 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
39 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved ● Identify and document ● Assess impact and prioritize ● Assign responsibility ● Monitor and report progress ● 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 probability and impact and weighted. 3.10.9. 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. Note a project issue can include anything from a business process change to a schedule issue to a personnel issue. The following table shows the escalation path: Escalation Path SpryPoint Client Level 4 Managing Partner(s) Executive Sponsor Level 3 Vice President Service Delivery Executive Sponsor Level 2 Project Manager Project Manager Level 1 Implementation Specialist Core Team Members 3.10.10. Project Working Times 3.10.10.1. Project Working Schedule During the project implementation it has been agreed that Project Meetings, Training Sessions and/or any onsite time will complete Monday through Friday when working remotely. If work is being completed onsite meeting times will be scheduled Monday thru Thursday, with Friday being a travel day for SpryPoint staff. In the event scheduled project activities such as meeting, 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 2 weeks in advance. 3.10.10.2. 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 SpryPoint Observed Holidays Holiday 2023 2024 74 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
40 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved New Year’s Day January 1 (observed on January 2nd) January 1 Islander Day February 20 February 19 Good Friday April 7 March 29 Victoria Day May 22 May 20 Canada Day July 1 (observed July 3) July 1 (observed July 4) Civic Holiday August 7 August 5 Labor Day September 4 September 2 National Day of Truth & Reconciliation September 30 (observed October 2) September 30 Thanksgiving October 9 October 14 Remembrance Day November 11 (observed November 13) November 11 Christmas Day December 25 December 25 Boxing Day December 26 December 26 ** Note: this calendar is subject to change based on company policies Client Observed Holidays Holiday 2023 2024 New Year’s Day January 1 (observed on January 2nd) January 1 Martin Luther King Jr Day January 16 January 15 Presidents Day February 20 February 19 Memorial Day May 29 May 27 Independence Day July 4 July 4 Labor Day September 4 September 2 Election Day Veteran’s Day November 11 (observed November 13) November 11 Thanksgiving November 23 November 28 Friday after Thanksgiving November 24 November 29 Christmas Day December 25 December 25 75 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
41 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

3.10.11. Executive Steering Committee The Executive Steering Committee Meeting will include SpryPoint and 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 is on-time and on-budget, and that Executive Management for both parties have a clear understanding of project status. 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 percentage completed for the overall project thus far. Descriptions of any significant variances in schedule or work will be provided. ● 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. ● Executive Steering Committee meeting will occur monthly, or more frequently if there are critical project issues that need to be discussed or if either party requests an additional meeting. 3.10.12. Project Management Reoccurring Deliverables During the project implementation the SpryPoint Project Manager is accountable for the delivery of the following reoccurring deliverables Communication Method Description Shared Project Folders Via the use 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 outlines summarize 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 update in the SpryPoint Project Tool, called Wrike. Access can be granted to the client to see the project plan. Risk Log Report that lists risks, probability, impact, status, and responsible resource. 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 76 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
42 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved Issue Log Report that lists project issues, responsible resource, due date, priority, and impact on critical path. 3.10.13. Project Completion The project will be considered complete when any of the following are met: 1. All of the service deliverables identified within this SOW have been completed, delivered, and accepted or deemed accepted, including approved Change Order Forms; and 2. The fee provisions of the contract have been met; or 3. This agreement is terminated pursuant to the provisions of the contract; or 4. If client is using the system in a production environment for longer than 6 months with no written documentation of issues related to the scope included in this SOW. Once a project is deemed complete any outstanding implementation fees are due.

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 maybe additional integrations or enhancements identified. In this event, SpryPoint will provide 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 third party application, the need for a third party to add information to an API, etc. No. Integration Name Integration Details 77 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
43 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

1. One Solution ERP SpryCIS supports standard financial integrations with a number of ERP systems. The standard integration supports the automated daily export of General Ledger (GL) and Accounts Payable (AP) transaction information to the ERP. H.T.E is a standard supported GL & AP integration. Transactions may be exported in summary or detail. 2. Paymentus EBPP SpryPoint maintains a set of standard integrations with Paymentus. SpryCIS ß à Paymentus I. Scheduled job for Customer Information File (CIF) generation and upload to Paymentus II. Auto-pay update job pulls autopay information from Paymentus to update autopay indicators in SpryCIS III. Real-time payment notification from Paymentus IV. Real-time autopay updates from Paymentus V. Card-present payment initiated from SpryCIS receipting page with real-time callbacks on successful card-present payments SpryEngageß à Paymentus i. Embedded Single Sign On (SSO) with standardized integration within SpryEngage including AutoPay Enrollment, Payment Routes and Managed Payment Methods. ii. Update payments made via Paymentus within SpryEngage back to SpryCIS in real-time. Paymentus IVR ß à SpryCIS SpryPoint maintains a standard interface with Paymentus IVR which: i. Makes customer and receivable information available to Paymentus. ii. Receives Customer Updates, Payment Information and confirmation of calls from Paymentus. 3. Parcel Information SpryCIS has a standardized parcel information update process which allows information updates from external parties such as counties or states. This process allows for configuration of • Secure FTP file locations and scheduling of updates • Identifying fields to match existing parcel records in parcel information files Mapping of fields to be updated within SpryCIS from parcel information files as needed. 4. Fleet Mind Integration between the City’s fleet routing software to allow for solid waste service orders to remain in sync between Fleet Mind and the SpryCIS. 78 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
44 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

5. Various Payment Import Files Payment import is a standard feature of SpryCIS which supports in-app configuration of both delimited and fixed-width text files. SpryPoint will configure payment file import processes wherein payment files will be imported into SpryCIS from various payment processors. Files may be uploaded manually or fetched automatically from an SFTP site by a scheduled job in SpryCIS. OCR lines are typically printed on invoices / statements to support remittance processors. Formatting of the OCR line is a standard development item in the SpryCIS invoice / statement development process. 6. ESRI (ArcGIS) SpryCIS and SpryMobile have standard Web Map Services (WMS) integration capabilities which support integration with ESRI ArcGIS WMS layers. This allows administrators to point SpryCIS/SpryMobile to existing WMS services and configure the display of WMS layers on maps within the SpryPoint applications. This capability is dependent the client having access to WMS services. SpryCIS also supports user definition of GeoJSON data layers from SpryCIS for display in GIS. These GeoJSON layers may be defined during implementation or afterward using a configurable interface. Examples of GIS data layers which may be configured using this feature include: 1. Meter and backflow information 2. Streets and other selected layers 3. Premise and parcel information. 4. Service locations (includes pseudo addresses for such items as irrigation meters) 5. Meter location coordinates 6. Backflow Device attributes 7. Ownership layer GIS administrators can access and export data from SpryCIS using built-in report tools such as Metabase. 7. Pac West – Bill Print SpryPoint will be create and manage the Bill Template as part of the project. SpryPoint will manage CASS address validation and sorting and will create a collated PDF file upon bill generation which will be uploaded to the bill printer via SFTP. SpryPoint can be configured to also include a text-based bill export metadata file. Both approaches are standard features and operations during system implementation. 8. Sensus - Metering SpryCIS supports standard meter reading integration for many AMR systems including Sensus. This integration includes:
79 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
45 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved • Export of meter reading information by route or billing cycle to standard Sensus AMR formats • Import of meter reading information from standard Sensus AMR formats 9. Azure Active Directory SpryPoint will integrate with Client’s Single Sign-On (SSO) provider. SpryPoint’s Azure Active Directory integration allows for: • Management of SpryPoint applications using Azure AD • Single-Sign-On via Azure AD, which typically also manages multifactor authentication • Provisioning of AD Enterprise application users into each SpryPoint application. • De-provisioning of AD Enterprise application users from each SpryPoint application 10. Collection Agency File SpryPoint will create an interface to Client’s Collection Agency. SpryCIS will export collections data to Client’s collection agency via SFTP. SpryPoint will also configure a payment import file format to allow import of payments from the collection agency to applied against accounts in SpryCIS. 11. Hyland Onbase DESCRIPTION TO BE FINALIZED 4.2. Enhancements SpryPoint will create an Enhancement Requirements Document for each enhancement to define the detailed requirements. No. Requirement Description Enhancement Details 1.

5. Project Assumptions The following project assumptions apply to this project:

5.1. General Assumptions 1. Client will strive to minimize the impact of competing initiatives within the organization that may have a negative impact to 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. 80 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
46 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

4. 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 Order 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 detail 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, 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 Zoom and Conference Calls. 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. If additional work has an impact on project budget, no work will be completed until a signed change order has been completed. 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 Client tasks and responsibilities. 15. For implementation, SpryPoint will deploy a production and staging environment. The need for additional environments will be at the discretion of SpryPoint. 16. SpryPoint is responsible for the initial deployment, configuration, and testing of environments of the system to support training, development, testing, etc. 17. Client is willing to implement SpryPoint “Best Practices” to minimize the need for software customizations. 18. When possible, meeting invites for working sessions will be sent two weeks before the scheduled session. Both parties recognize that there are times where this may not be possible, if required to maintain the two-week period, it could have overall impact to the project schedule. 19. When possible, agendas for sessions will be provided two weeks before scheduled sessions. Both parties recognize that there are times where this may not be possible, if required to maintain the two-week period, it could have overall impact to the project schedule.

5.2. Development Assumptions: 1. Client will provide subject matter experts for the legacy system as required to support the design, development, and testing of interfaces against other systems. 81 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
47 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

2. Client will lead all interactions with 3rd parties related to the integration and overall delivery of the final solution. SpryPoint will provide sufficient lead time for asks of 3rd parties. For this point, sufficient will be a minimum of 5 business days. If a vendor requires longer lead times the client is responsible to document this and provide the minimum lead time to SpryPoint. Significant lead times to work with vendors could result in project delays. 3. SpryPoint will be responsible for performing quality assurance of all enhancements, interfaces, reports, and workflows prior to their delivery to the Client for user testing and acceptance. 5.3. System Testing Assumptions: 1. Client will review, participate, and complete testing activities under the direction of SpryPoint as outlined in the sections above in this document 2. SpryPoint will provide resources for product fixes resulting from errors identified during the system testing process. 3. SpryPoint will deliver the completed SpryPoint Service to Client for review and acceptance. 4. Client will be responsible to sign off on testing results 5.4. Training Assumptions: 1. 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. Client may use these training materials for any subsequent training classes. 3. Client will provide users with specific times to participate in required training. 4. Client has the facilities and will provide the necessary logistics support for all training sessions which if required may include training room, training workstations, and any other necessary training supplies. 5. Client will ensure end-user attendance during training. 6. Client will schedule and ensure clients practice use of the system after training is completed 5.5. Production Readiness and Cutover Assumptions: 1. SpryPoint and the Client will be responsible for developing an acceptance test plan that will be mutually agreed on by the parties. 2. Client will be responsible for conducting an acceptance test of the completed system as delivered by SpryPoint at the completion of testing activities. 3. SpryPoint, with assistance of Client, will develop a mutual agreement regarding the go-live plan and schedule. 4. SpryPoint, with assistance of Client, will stage all aspects of the system in preparation for production cutover. 5. SpryPoint, with assistance of Client, will conduct production cutover activities. 82 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
48 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

6. Appendixes 6.1. 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 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 client Agreement Date The date in which both Client and SpryPoint agree to terms and execute the Master Agreement. Business Day One 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 The process design is conducted during business process modeling activities and focused on conducting business process design work in the context of the system environment. This design work will address operational and organizational changes required to implement the proposed solution. 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. 83 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
49 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved Change Order 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 associated with it. Configuration Process of performing table updates and algorithm changes to the system to have the system perform Client’s specific user requirements. Configuration does not require programmatic software changes. Conversion Validation As a component of the data conversion process, this ensures the data from the legacy CIS to the SpryPoint CIS Solution has been completed accurately. 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 Client deem necessary. Data Acceptance Testing (DAT) Testing performed by the client Data Owners and Key Users 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. 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 object approved provided to the client for review, feedback and/or acceptance. Enhancements Enhancements to the base solution that is added to the core code to meet a defined Client requirement. This does not include configuration changes of any form. The word modification may be used interchangeable with Enhancement Enhancement Testing Stand-alone testing of the system modifications (enhancements), performed during development, by the SpryPoint developers and Implementation specialists. Fallback Plan This plan can be found as part of the cutover plan. Its’ purpose is to identify risks and a contingency plan which outlines the parameters in which a roll back could occure and the processes and procedures if the Client needs to roll back to a Legacy CIS system during the cutover. 84 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
50 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 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 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 Client’s business. Legacy CIS References the Client’s old system 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 setup correctly, data has imported correctly and there are no impacts on 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. Performance Testing This testing will exercise the system to ensure Client will achieve the stated performance goals. Price The total cost for implementation & expenses to deliver the SpryPoint Solution as noted in this SOW and other Exhibits to the Agreement. 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 pre-determined script or set of instructions. Testing can be either manual or automated work. SpryPoint Service The SpryPoint Service 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 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. 85 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
51 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved Test Plan Document that outlines a strategy or approach for testing. 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 ensures that the system is configured to meet all of agreed upon business processes. 86 AGENDA ITEM NO. 3.

Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 52

6.2. Milestone Schedule Milestones Milestone Phase Milestone Name Milestone Description Amount 1 Project Management PM Month 1 PM activities per the SOW $5,750 2 Project Management PM Month 2 PM activities per the SOW $5,750 3 Project Management PM Month 3 PM activities per the SOW $5,750 4 Project Management PM Month 4 PM activities per the SOW $5,750 5 Project Management PM Month 5 PM activities per the SOW $5,750 6 Project Management PM Month 6 PM activities per the SOW $5,750 7 Project Management PM Month 7 PM activities per the SOW $5,750 8 Project Management PM Month 8 PM activities per the SOW $5,750 9 Project Management PM Month 9 PM activities per the SOW $5,750 10 Project Management PM Month 10 PM activities per the SOW $5,750 11 Project Management PM Month 11 PM activities per the SOW $5,750 12 Project Management PM Month 12 PM activities per the SOW $5,750 13 Project Management PM Month 13 PM activities per the SOW $5,750 14 Project Management PM Month 14 PM activities per the SOW $5,750 87 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
53 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 15 Analysis Project Kickoff
Complete the following Deliverables: - Mobilize Project Team - Conduct Project Kickoff - Prepare project infrastructure - Detailed Analysis Workshop schedule complete - System Overview Training - Pre-Project Kickoff - Initial Project Schedule $1,400 16 Analysis Environment Deployment Complete the following deliverables: - Staging and Prod environments setup with one client user setup $2,800 17 Analysis Analysis Workshops 1 Complete the following deliverables: - System Familiarization Workshop - Customer Care Analysis Workshops - Premises Analysis Workshops $8,500 18 Analysis Analysis Workshops 2 Complete the following deliverables: - Billing Analysis Workshops - Payments Analysis Workshops - Collections Analysis Workshops $8,500 19 Analysis Analysis Workshops 3 Complete the following deliverables: - Bill Template Analysis Workshop - Finance & Admin Analysis Workshop $8,500 20 Analysis Analysis Workshops 4 Complete the following deliverables: - SpryEngage Workshop - SpryMobile Analysis Workshop - SpryBackflow Analysis Workshop $8,500 88 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
54 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 21 Analysis Analysis Report Delivery Complete the following deliverables: - Deliver Analysis Report to client for review $5,000 22 Analysis Analysis Report Signoff Complete the following deliverables: - Analysis Report Updates -Analysis Report Review & Approval $5,000 23 Analysis Analysis Workshop - Integrations Complete the following deliverables: -Analysis workshop for integrations $2,500 24 Analysis Analysis Workshop - Reports Complete the following deliverables: -Analysis workshop for reports $2,500 25 Analysis Analysis Workshop - Dashboards Complete the following deliverables: -Analysis workshop for dashboards $2,500 26 Analysis Report & Dashboard Plan Complete the following deliverables: - Deliver Report Plan $5,000 27 Analysis Training Plan Complete the following deliverables: - Deliver Training Plan - Deliver Test Plan - Deliver Security Plan and Baseline Roles $2,500 28 Analysis Change Management Plan Complete the following deliverables: - Deliver Change Management Plan $3,000 29 Analysis Data Conversion Strategy Complete the following deliverables: - Data Conversion Strategy $2,500 89 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
55 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 30 Configuration Configuration 1
Complete the following deliverables: - Supporting Configuration Workshops - Initial setup decisions in configuration Workbook updates for 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 $10,200 31 Configuration Configuration 2
Complete the following deliverables: - Supporting Configuration Workshops - Initial setup decisions in configuration Workbook updates for following workbook tabs: 1. Receivable Types 2. Revenue Months 3. Billing Periods 4. Default Gl Accounts 5. Services Types 6. Tax Schedules - Configuration in staging environment $10,200 90 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
56 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 32 Configuration Configuration 3
Complete the following deliverables: - Supporting Configuration Workshops -Initial setup decisions in configuration Workbook updates for following workbook tabs: 1. Rate Schedule 2. Meter Size Rate Detail - Configuration in staging environment $10,200 33 Configuration Configuration 4
Complete the following deliverables: - Supporting Configuration Workshops -Initial setup decisions in configuration Workbook updates for 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 $10,200 91 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
57 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 34 Configuration Configuration 5
Complete the following deliverables: - Supporting Configuration Workshops -Initial setup decisions in configuration Workbook updates for 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 $10,200 35 Configuration Configuration 6
Complete the following deliverables: - Supporting Configuration Workshops -Initial setup decisions in configuration Workbook updates for 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 $10,200 92 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
58 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 36 Configuration Configuration 7
"Complete the following deliverables: - Supporting Configuration Workshops - Initial setup decisions in configuration Workbook updates for 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" $10,200 93 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
59 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 37 Configuration Configuration 8
"Complete the following deliverables: - Supporting Configuration Workshops - Initial setup decisions in configuration Workbook updates for 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" $10,200 38 Configuration Configuration 9 Complete the following deliverables: - Supporting Configuration Workshops - SpryMobile Initial Configuration completed and SpryMobile ready for client testing $10,200 39 Configuration Configuration 10 Complete the following deliverables: - Supporting Configuration Workshops - SpryEngage Initial Configuration & ready for client testing $10,000 94 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
60 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 40 Configuration Configuration 11 Complete the following deliverables: - Supporting Configuration Workshops - SpryBackflow Initial Configuration & ready for client testing $5,000 41 Configuration Data Mapping Complete the following deliverables: -Initial completion of data mapping workbook $5,000 42 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" -Data conversion results review with client -Data conversion issues resolution and resolution plan -Data conversion acceptance checklist $4,850 43 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" -Data conversion results review with client -Data conversion issues resolution and resolution plan $4,850 44 Configuration Data Iteration 1.2
Complete the following deliverables as required for Data Iteration 1.2: - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment" -Data conversion results review with client Data conversion issues resolution and resolution plan $4,850 95 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
61 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 45 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 -Data conversion results review with client Data conversion issues resolution and resolution plan $4,850 46 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 -Data conversion results review with client Data conversion issues resolution and resolution plan $4,850 47 Configuration Data Iteration 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 -Data conversion results review with client Data conversion issues resolution and resolution plan $4,850 96 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
62 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 48 Configuration Data Iteration 3
Complete the following deliverables as required for Data Iteration 3: 1) Complete any data mapping updates 3) Develop/Update data import routines 4) Create & deliver data conversion validation reports 5) Load iteration data in staging environment 6) Data Conversion results review with client 7) Data conversion issues resolution and resolution plan $4,850 49 Configuration Data Iteration 3.1
Complete the following deliverables as required for Data Iteration 3.1: 1) Complete any data mapping updates 3) Develop/Update data import routines 4) Create & deliver data conversion validation reports 5) Load iteration data in staging environment 6) Data conversion results review with client 7) Data conversion issues resolution and resolution plan $4,850 50 Configuration Data Iteration 3.2
Complete the following deliverables as required for Data Iteration 3.2: 1) Complete any data mapping updates 3) Develop/Update data import routines 4) Create & deliver data conversion validation reports 5) Load iteration data in staging environment 6) Data conversion results review with client 7) Data conversion issues resolution and resolution plan $4,850 51 Configuration Integration- One Solution ERP -Requirement Completed the following deliverables: - Provide integration requirements document for GL & Accounts Payable interface - GL & Account Payable interface is in Staging and Ready for testing" $2,800 97 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
63 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 52 Configuration Integration - Paymentus - Development Complete the following deliverables: Integration in the staging environment and ready for testing $2,800 53 Configuration Integration – Update of Assessor’s Database Complete the following deliverables: Integration in the staging environment and ready for testing $2,800 54 Configuration Integration - ESR ArcGIS Complete the following deliverables: Integration in the staging environment and ready for testing $4,200 55 Configuration Integration Requirements - Fleet Routing & Tracking Software (Fleet Mind) Completed the following deliverables: - Requirements document signed by client $2,800 56 Configuration Integration - Fleet Routing & Tracking Software (Fleet Mind) Complete the following deliverables: Integration in the staging environment and ready for testing $2,800 57 Configuration Integration - Meter System - Sensus Complete the following deliverables: - Integration in staging environment ready for client review & testing $4,200 58 Configuration Integration - Bill Print/Export Complete the following deliverables: - Integration in staging environment ready for client review & testing $7,000 59 Configuration Integration - ONBASE Complete the following deliverables: - Integration in staging environment ready for client review & testing $7,000 60 Configuration Integration - Single Sign On - Active Directory Complete the following deliverables: - Integration in staging environment ready for client review & testing $4,200 98 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
64 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 61 Configuration Reporting 1 Complete the following deliverables: - 50% of the report changes and/or custom reports as identified in the report plan, accessible for client review in staging environment $4,000 62 Configuration Reporting 2 Complete the following deliverables: - The remaining report changes and/or custom reports as identified in the report plan, accessible for client review in staging environment $4,000 63 Configuration Dashboards 2 Complete the following deliverables: - 50% of the dashboards as identified in the report plan, accessible for client review in staging environment $4,000 64 Configuration Dashboards 2 Complete the following deliverables: - Completion of the remaining dashboards as identified in the report plan, accessible for client review in staging environment $4,000 65 Configuration Change Management Activities Complete the following deliverables: - Change impact document - OCM training materials $3,000 66 Configuration Core Team Training Complete the following deliverables: - Completed training for Core team Members $10,000 67 Test Functional Test Cases Complete the following deliverables: - Deliver to client out of the box Functional Test Cases $6,650 68 Test Integration Test Cases Complete the following deliverables: - Deliver to client out of the box Integration Test Cases $6,650 99 AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
65 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 69 Test User Acceptance Test Cases Complete the following deliverables: - Deliver to client out of the box User Acceptance Test Cases" $6,650 70 Test Bill Validation Testing Round 1 Complete the following deliverables: - Complete Bill Validation Activities - Bill Validation report delivered to client $6,650 71 Test Bill Validation Testing Round 2 Complete the following deliverables: - Complete Bill Validation Activities - Bill Validation report delivered to client $6,650 72 Test Bill Validation Testing Round 3 Complete the following deliverables: - Complete Bill Validation Activities - Bill Validation report delivered to client $6,650 73 Test Tester Training Complete the following deliverables: - User identified as Testers are trained and ready to start UAT testing $7,000 74 Test Functional Testing R1 Complete the following deliverables: - Execute Functional Testing - Functional Testing Issue Resolution - Functional Testing Signoff $6,650 75 Test Functional Testing R2 Complete the following deliverables: - Execute Functional Testing - Functional Testing Signoff $6,650 76 Test Integration Testing R1 Complete the following deliverables: - Execute Integration Testing - Integration Testing Issue Resolution - Integration Testing Signoff $6,650 77 Test Integration Testing R2 Complete the following deliverables: - Execute Integration Testing - Integration Testing Signoff $6,650 100
AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
66 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 78 Test User Acceptance Testing R1 Complete the following deliverables: - Execute User Acceptance Testing - User Acceptance Testing Issue Resolution - User Acceptance Testing Signoff $6,650 79 Test User Acceptance Testing R2 Complete the following deliverables: - Execute User Acceptance Testing - User Acceptance Testing Signoff $6,650 80 Deploy End User Training 1 Complete the following deliverables: - CSRs and Billing end users trained $7,000 81 Deploy End User Training 2 Complete the following deliverables: - Field Service end users trained $7,000 82 Deploy End User Training 3 Complete the following deliverables: - All other end users trained $7,000 83 Deploy End User Training 4 Complete the following deliverables: - Backflow training for end users completed $7,000 84 Deploy Change Management Training Complete the following deliverables: - complete training per the OCM Plan $1,000 85 Deploy Mock Go-Live 1 Complete the following deliverables: - Mock Go-Live Plan provided to client for review - Mock Go- Live Scheduled $7,000 86 Deploy Mock Go-Live 1 Complete the following deliverables: - Mock Go-Live Successfully Executed" $7,000 101
AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
67 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 87 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 $4,850 88 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" $21,000 89 Operate Post Go-Live Support Month 1
"Complete the following deliverables: - Client Executing business in Production - Completed month end - Refresher Training as needed - Updated and prioritized punchlist $42,000 90 Operate Post Go-Live Support Month 2
"Complete the following deliverables: - Client Executing business in Production - Refresher Training as needed - Completed month end - Updated and prioritized punchlist $21,000 91 Operate Post Go-Live Support Month 3
"Complete the following deliverables: - Client Executing business in Production - Refresher Training as needed - Completed month end - Updated and prioritized punchlist - Transition Documentation - Transition to Customer Success Meeting $5,000 102
AGENDA ITEM NO. 3.

Exhibit A - Statement of Work
68 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 92 Operate Project Close Out
Complete the following deliverables: - All contractual items delivered - All P1 and P2 items completed - Plan for any remaining punchlist items - All documents signed off $2,000 Total $599,900 103
AGENDA ITEM NO. 3.

Exhibit B - Pricing Schedule - FINAL.docx
45 Queen Street Charlottetown, PE sprypoint.com C1A 4A4, Canada My title Emphasized Subtitle May 4, 2022 Author Exhibit B – Pricing Schedule 104
AGENDA ITEM NO. 3.

Exhibit B - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 1 Statement of Confidentiality The contents of this proposal are confidential and are supplied on the understanding that they will be held confidentially and not disclosed to third parties without the prior written consent of SpryPoint.

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AGENDA ITEM NO. 3.

Exhibit B - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 2 Table of Contents Statement of Confidentiality ........................................................................................... 1 Table of Contents ............................................................................................................ 2 Introduction ...................................................................................................................... 3 SpryPoint SaaS Products and Pricing .......................................................................... 4 SpryPoint SaaS Products ....................................................................................................... 4 SpryCIS - Customer Information System .................................................................................. 4 SpryEngage – Customer Engagement Platform .................................................................... 4 SpryMobile – Mobile Field Service ............................................................................................ 5 SpryBackflow – Cross Connection Control ............................................................................. 5 SaaS Pricing Schedule ........................................................................................................... 6 SaaS Software Usage Metrics .................................................................................................... 6 Usage Metric Definitions .............................................................................................................. 6 SaaS Products and Subscription Initial Term .......................................................................... 8 Annual Renewal ............................................................................................................................. 8 Annual Escalation ........................................................................................................................... 8 Initial Implementation Fees ................................................................................................... 8 Billing/Invoicing ....................................................................................................................... 9 Additional Terms .................................................................................................................... 10 Integrated Notification Services: ............................................................................................... 10 106
AGENDA ITEM NO. 3.

Exhibit B - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 3 Introduction This Pricing Schedule is made by and between the Parties identified below on the date indicated as of the execution of the Master Subscription Agreement (“Effective Date”).

SpryPoint Services Inc. City of Clovis 45 Queen Street Suite #401 Charlottetown, PE C1A 4A4 1033 5th St. Clovis, CA 93612 United States Ryan Cawley Managing Partner Jeffrey Blanks Deputy Finance Director 902-940-6830 [email protected] [email protected] The contents within this document will be governed by the terms and conditions of the Master Agreement between the Parties. This Pricing Schedule is governed by and incorporates the following documents in effect as of the effective date. All documents are listed in order of precedence, and collectively referred to as “The Agreement". Capitalized terms used but not defined herein have the meanings ascribed to them in the Master Agreement. Document 1 Master Subscription Agreement 2 Exhibit A - Statement of Work 3 Exhibit B - Pricing Schedule 4 Exhibit C - Service Level Agreement 5 Exhibit D – Insurance Coverage 6 Exhibit E – Security 7 Exhibit F – Data Processing 8 Exhibit G – Escrow Agreement 9 Exhibit H – SpryPoint Response to RFP – 2022-03-18a 107
AGENDA ITEM NO. 3.

Exhibit B - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 4 SpryPoint SaaS Products and Pricing SpryPoint SaaS Products The business scope of SpryPoint’s software-as-a-service application(s) are defined as follows: SpryCIS - Customer Information System SpryCIS will, at a minimum, provide functions and processes to support customer service and customer account management, meter reading and consumption/usage collection and information, meter equipment/inventory records and location data, other billing related inventory records, field service order requests, rate, fee and tariff storage to be used in mass calculation, billing calculation and production of billing statements, and financial processing to include processing of payments, adjustments, past due collections actions and notifications, unpaid debt processing, and financial reconciliations. Integration as defined within Exhibit A - Implementation Statements of Work and final accepted work product Reporting/Data Access as defined within Exhibit A - Statements of Work and final accepted work product SpryEngage – Customer Engagement Platform SpryEngage will, at a minimum, provide the functions and processes to support Customer Self-Service and Engagement including: Customer Facing • Customer Registration & Login • Mobile Access via responsive web design • Customer Dashboard • Profile Management • Alert Sign-up & delivery • Guest Access • Interactive Consumption Presentation • Bill Display • Electronic Billing • Payment Processing • Electronic Forms Submissions Administrative • Administrative Dashboard • Reporting & Analytics • Customer Masquerading 108
AGENDA ITEM NO. 3.

Exhibit B - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 5 SpryMobile – Mobile Field Service SpryMobile will, at a minimum, provide the functions and processes to support the creation of short cycle work including at a minimum: • Service orders, • Scheduling • Dispatch • Mapping • GIS Layers • MyWork • Notifications • Real-Time Connectivity back to SpryCIS. SpryMobile will provide the ability to accept, process, complete and utilize relevant data from SpryCIS, and allow field users to process updates and notifications in real-time. Integration as defined within Exhibit A - Implementation Statements of Work and final accepted work product Reporting/Data Access as defined within Exhibit A - Implementation Statements of Work and final accepted work product SpryBackflow – Cross Connection Control SpryBackflow will, at a minimum, provide the functions and processes to support the business process related to the maintenance of a cross connection program including: • Synchronization of customers and locations with SpryCIS • Maintain and manage backflow assemblies including physical location • Generate and deliver notices of requirement for test to customers • Track all correspondence with customers and testers • Allow administrators to review, approve or deny electronically submitted tests • Maintain list of testers including profiles • Provide self-service portal for testing community to update profiles and certifications • Facilitate electronic submission of tests from tester portal 109
AGENDA ITEM NO. 3.

Exhibit B - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 6 SaaS Pricing Schedule The table below provides the details of the SpryPoint Software-as-a-Service products purchased, the usage metrics and amounts, and the annual fees for the initial subscription term. SpryPoint SaaS Application Name/Module Environments Included during implementation* Environments included after go-live* Usage Metric Quantity Subscribed Price per metric Annual Subscription Amount for Initial term SpryCIS – Customer Information System Production (1), Staging (1) Sandbox (1) Production (1) Sandbox (1) Active Accounts 37,000 $3.00 per Active Account in blocks of 500 $111,000
SpryEngage – Customer Engagement Platform Production (1), Staging (1) Production (1) Active Accounts 37,000 $1.00 per Active Account in blocks of 500 $37,000
SpryMobile – Mobile Field Service Production (1), Sandbox (1) Production (1) Full Users Light Users 15 Full Users $75/per Full users/month $50/per Light user/Month $13,500
SpryBackflow – Cross Connection Control Production (1), Sandbox (1) Production (1) Testable Assemblies 3,000 $3.00 per testable assembly per year $9,000 Total Annual Fee $170,500 * Upon mutual agreement between SpryPoint and Client, other environments may be established for specific purposes throughout the implementation (Eg, Test & Train) and will not result in additional cost to Client. If additional dedicated environments are required post go-live there may be additional fees required. SaaS Software Usage Metrics Usage Metric Limitations stated above represent the maximum annual quantity of Usage Metrics over a 12-month period and are for Production Environment only. Client is licensed “up to” the Usage Metric Limitation. Usage Metric Definitions 110
AGENDA ITEM NO. 3.

Exhibit B - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 7 Accounts Accounts are defined as "Active Accounts" within the CIS. An account is no longer considered Active when it is ineligible to receive a Statement and is no longer subject to ancillary processes such as penalties, collections routines or external communication from SpryCIS. Active accounts are audited based on a variance of +/-500 accounts for the purposes of pricing updates as outlined in the auditing process below. Full Users Full Users are defined as users who can access all SpryMobile’s functionality to create, edit, and share data. Light Users Light Users are defined as users who have read only access to data within SpryMobile. Archived Users Archived Users are defined as user accounts that are no longer active or required. It is the Client’s responsibility to archive users. All records associated with the archived user are maintained within the application for data integrity and activity logging, but archived users are not able to login or access resources within the application. Testable Assembly Testable Assembly is defined as an assembly which is associated with a location and is subject to test notices and test entry submission, regardless of the frequency of notices and entry. Usage Metric Verification Process 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 as indicated above. Fees accrue in the calendar month the excess use began and accordingly fees decrease from the calendar month of decreased use. For example, if in the first subscription year: Annual Subscription Invoicing of 25,000 Active Accounts = $75,000 • Quarter 1 Audit = An average of 24,900 Active Accounts during the quarter = $0.00 increase or decrease. • Quarter 2 Audit indicates an average of 25,300 Active Accounts during the quarter = $1500 increase ($3 per account x block of 500) prorated for the remaining term of the active subscription period (6 months), to be added to the subsequent renewal period. 111
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Exhibit B - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 8 • Quarter 3 Audit indicates an average of 24,443 Active Accounts during the quarter = $1500 decrease ($3 per account x block of 500) prorated for the remaining term of the active subscription period (3 months), to be applied as a credit against the subsequent renewal period. • Quarter 4 Audit indicates an average of 24,900 Active Accounts during the quarter. Next Annual Subscription Invoicing for 25,000 Active Accounts: ($75,000* Renewal Year Escalation Rate of 3%) + (($1500* Previous Year Escalation Rate of 0%) * (2/4)) – (($1500* Previous Year Escalation Rate of 0%) * (1/4)) = $77,625 The average number of active accounts during per quarter is calculated as: (Total Active Accounts during the Quarter/3) SaaS Products and Subscription Initial Term The Initial Term of this agreement shall be for a period of one (1) year. Annual Renewal As outlined in section 9.2 of the Master Subscription Agreement, the Initial Term and any subsequent renewals will automatically renew for terms of 12 months, unless Client notifies SpryPoint of their intention not to renew. Annual Escalation When the initial term comes to an end, each subsequent renewal will be subject to a pricing adjustment which will occur at the higher of 4% or CPI with a maximum per-year increase of 6%. Initial Implementation Fees The description of the initial Implementation is included within Exhibit A - Statement of Work (SOW) of the Master Subscription Agreement. All invoicing, fees and payment Milestone schedules associated with the SOW are incorporated within Exhibit A. Those summarized Implementation fees are represented below:
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Exhibit B - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 9 Implementation Cost Project Management $80,500 Deployment $2,800 Analysis $43,400 Integrations $54,600 Organizational Change Management $7,000 Reporting & Dashboards $21,000 Configuration $105,000 Data Conversion $56,000 Training $43,400 Testing & Mock Cutover $95,200 Cutover $21,000 Post Implementation Support $70,000 Total $599,900 Billing/Invoicing Annual SaaS fees are due upon contract execution and will be invoiced in US Dollars at the yearly anniversary each subsequent year including any metric usage updates. Any Statement of Work or Change Order Fees will be billed according to the Payment Schedule determined within the associated Statement of Work. Below is the client contact information for the administration of all audit information, invoicing, and any technical administration: Jeffrey Blanks Deputy Finance Director 1033 Fifth Street Clovis CA 93612 [email protected] 113
AGENDA ITEM NO. 3.

Exhibit B - Pricing Schedule - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 10 Additional Terms 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 Notification services include: • Inbound & outbound SMS text messaging • Outbound voice messaging • Inbound & outbound email messaging The ongoing usage costs will be invoiced quarterly based on actual usage according to the following table. Service Rate Inbound & Outbound SMS Messaging $0.02 / 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/year All fees are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges. Client will pay all communications surcharges associated with your use of the Integrated Notification Services. Communications Surcharges will be shown as a separate line item on an invoice. The character limit for a single SMS message is technically 160 characters. However, most modern phones and networks support message concatenation which means they split large messages into individual SMS messages (called "segments") and then re-create the large message at the receiving end. When Client sends an SMS message containing more than 160 characters, the message will be split into smaller messages for transmission. Large messages are split into 153-character ‘segments’ and sent individually, then re-assembled by the recipient’s device. For example, a 161-character message will be sent as two messages: one with 153 characters and a second with eight characters. SpryPoint will invoice Client for every segment sent.

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AGENDA ITEM NO. 3.

Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 1 Exhibit C – Service Level Agreement
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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 2 1 Introduction and Overview SpryPoint’s platform is built in the cloud and delivered as a service. Integrating software development and support is the optimal way to serve customers. SpryPoint’s Customer Success Team consists of professionals who work alongside the product engineers that build, implement, test, and maintain our applications. The team is empowered to work with you to solve your problems. This Service Agreement defines the general technology and Ongoing Production Support Services scope of SpryPoint’s software-as-a-service offering. 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”). This Service Agreement becomes effective when the client has been transitioned to the Customer Success Team. This will take place after the post go live period has been completed and all severity 1 and 2 issues identified in the post go live period have been resolved. 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. 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. 116
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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 3 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. “Demarcation Point” means the outer most point of connectivity to the Service(s) public or private endpoints such as the data centers, infrastructure, and applications provided by SpryPoint. “Lead” means the party which has final decision-making authority, accountability, and responsibility for task completion; this party needs to make sure the work gets done. “Outage” means the total minutes the service is unavailable outside the scheduled maintenance window. “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 change on 30 days’ notice from SpryPoint. “Total” means the total minutes the service is available less those exceptions listed under Service Availability. 3 Scope of Service and 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 support as the first point of application support Assist Lead Provide application, user password management including reset management as part of Tier 1 support Assist Lead Attempt to resolve Tier 1 support calls using existing knowledge base Assist Lead Maintain and update the Tier 1 system knowledge base Lead Assist Make determination to escalate Tier 1 issues to Tier 2 and log incident Assist Lead Service Request Management Provide technical and functional troubleshooting for Tier 2 issues Lead Assist Work with Client to determine if a support case is for new system functionality (change) or requires assistance (bug, incident) Lead Assist Provide a web-based system for support cases to be logged Lead Assist Work with Client to assign proper severity of incident based on definitions Lead Assist Provide support case tracking and reporting Lead Assist Work with client to resolve Tier 2/3 support cases Lead Assist Monitor, measure, and report on the status of Tier 2/3 support cases Lead Assist Resolve Tier 2/3 support cases/incidents Lead Assist Provide analysis of recurring incidents and work to establish a resolution or work around for such incidents. 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 incidents/issues Lead Assist 117
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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 4 Escalate issues as needed Lead Assist Promptly report outages and service interruptions Lead Assist Monitor and administer client environments 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 Assist Assist in reporting product issues to software vendor support and obtaining resolution Assist Lead Provide availability management and support Lead Assist Provide maintenance and support for all custom and standard interfaces Lead Assist Provide maintenance and support for all forms Lead Assist Provide maintenance and support for all custom and standard reports Lead Assist Provide batch program maintenance and support Lead Assist Develop, manage, and maintain application workflows Lead Assist Provide functional testing support Assist Lead Deploy required application software Lead Assist Provide post-deployment verification testing of required software Lead Assist Generate and analyze customer satisfaction surveys related to application maintenance and support Assist Lead Provide maintenance and support of any ETL services Lead Assist Security Administration Provide application security maintenance and administration Assist Lead Conduct user access management and review Assist Lead Maintain and support firewall subsystem software components where applicable (e.g., patches and software upgrades). Lead Assist Monitor virus/security alerts and vulnerabilities from manufacturers and determine appropriate action per procedure. Lead Assist SpryPoint is responsible for IT Security Services from the point of utility demarcation into the proposed solution data centers back through the infrastructure and applications provided by SpryPoint. IT Security Services include the evaluation, selection, deployment, and on-going management of Industry Standard security applications and tools. Lead Assist Notification to designated representative(s) of Client of service interruption and or Breach Lead Assist General Data Protection Regulation - SpryPoint shall comply with national legislation based upon the EU Data Protection Directive 95/46/EC, and effective May 25, 2018, the EU General Data Protection Regulation (“GDPR”), in relation to any “personal data” received by or originating from Client. For clarification purposes, SpryPoint will be the Data “Processer” as defined by the EU Data Protection Directive 95/46/EC and GDPR when it receives personal data originating from Client, who is the “Controller”. SpryPoint will promptly notify Client if it becomes aware of any breach of “personal data”.” Lead Assist

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 118
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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 5 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 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 Provide guidance to Client on release planning Lead Assist 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 Requests an enhancement/change in functionality/modification Assist Lead Classify enhancement/change in functionality/modification Lead Assist Provide an estimate for enhancement/change in functionality/modification Lead Assist Provide written approval for enhancement/change in functionality/modification Lead 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 batch job performance Lead Assist Analyze performance related incidents to identify factors impacting performance Lead Assist Work with Client infrastructure area to ensure that network connectivity and bandwidth requirements are being satisfied. Lead Assist Collect and provide or provide access to metrics and compliance reports on agreed upon aspects of the service. Lead Assist 3.1.3 Technology Infrastructure Services The table below describes the Technology Infrastructure functions provided in the service and the responsibility assignment of each item. Item Responsibility SpryPoint Client Review and resolve technical issues with the system Lead Assist 119
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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 6 Assist with system debugging and issue resolution Lead Assist Resolve system technical issues with batch programs, reports, workflows, etc. Lead Assist Answer technical questions for day-to-day maintenance Lead Assist Perform system administration Lead Assist Provide system monitoring and tuning Lead Assist Networking and integration between the SpryPoint applications 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 Lead Assist Perform system software patching and updates/service packs Lead Assist Perform system patching and updates/service packs (desktop) Assist Lead Provide change bundling analysis to reduce the frequency and length of time required to apply changes Lead Assist Provide a back-out plan for changes to the various environments Lead Assist Apply code patches for application software Lead Implement minor technology updates Lead Provide system maintenance scheduling and coordination Lead Assist Report system outages and service interruptions Lead Assist Provide infrastructure monitoring and alerting Lead Provide environment set-up, maintenance, and support to include the following environments: Production Lead Staging Lead Sandbox Lead 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 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 ● Extended telephone training 3.2.1 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 section 4.3. 120
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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 7 4 Performance Measurement 4.1 Support Level Definitions & Responsible Parties Client agrees to follow escalation procedures and is responsible for Tier 0 and Tier 1 Support desk functions before new application or functionality related to SpryPoint services is installed into production. 4.1.1 Client Responsibilities Tier Definition Description 0-1 First-line support, which shall be the first level of utility contact, such as customer interactions with utility customer service representatives, or customer interactions with utility field office representatives.

Self-help, training issues, basic application navigation, functionality explanation, user and password management, preliminary technical troubleshooting, locked IP address resets, and other elevated administrative functions and preliminary troubleshooting and issue analysis. 4.1.2 SpryPoint Responsibilities Tier Definition Description 0-1 First-line support, which shall be the first level of utility contact, such as customer interactions with utility customer service representatives, or customer interactions with utility field office representatives.

Maintain documentation for Client to resolve most Tier 0 and Tier 1 issues without requiring a transfer to specialized application support. 2-3 Experienced and knowledgeable technicians and technical resources available to: ● Assess issues ● Provide solutions ● Problem resolution ● New feature creation Provide Tier 2 and 3 support for all SpryPoint applications which includes: ● Support for SpryPoint applications including 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 notice of incidents from Tier 1 ● Advice and assistance for the applications and non-programming activities in direct support of users 121
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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 8 ● Advise Client personnel of estimated time required to resolve an incident after root cause diagnosis ● Provide status updates during incident resolution.

4.2 Incident Reporting The client shall designate a maximum number of named contacts to request and receive support services from SpryPoint. These named contacts must be trained on the SpryPoint services for which they initiate support requests. To report an incident, submit a support request by: ● Phone - 855.TRY.SPRY ● E-mail – [email protected] ● SpryPoint support portal - support.sprypoint.com. Incident reporting shall be available twenty-four (24) hours a day, seven (7) days a week, and 365 days a year. Before reporting an incident, Client’s personnel must collect as much of the following information possible: Criteria Description (Examples) Date & Time: When the issue started Product & Function: e.g. SpryCIS – Meter Reading General Description: Description of the issue/incident Replication: How to replicate the issue Severity: Per the severity levels defined below Operating System: iOS, Android, Windows Device: iPad, Samsung Tab, Microsoft Surface, Google Pixel Browser: Chrome, Safari, Internet Explorer, Firefox Screenshots: Provide screenshots of error if available Support tickets are submitted to report incidents. Once submitted, Client will receive an automated response indicating the request has been received as well as the ticket number assigned by our system. SpryPoint’s Customer Success Team will address tickets according to the Severity Level. The SpryPoint team will determine the cause of the incident and begin the process for correction and/or remediation. Some possible causes of an incident to be reported are:
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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 9 ● Bug/Problem – an error, flaw, or fault in the application that causes it to produce an incorrect or unexpected result or behave in unintended ways. ● Configuration Request – a change or update to the behaviour of an application through a setting in the user interface. ● New Feature Request – an update to the behaviour of an application to provide new functionality or a new feature. ● Training Issue/Question – Client did not understand how or why something is behaving the way it is or needs to understand options to change the base behaviour. ● Performance/Service Issue– generally a high priority, high severity item that includes outages, downtime, and other issues affecting the usability of SpryPoint applications. Additional detail on the ticket submission process may be found in Appendix A. 4.3 Incident Prioritization, Definitions, Responsible Parties, and Targets Severity Level Example of Severity Level Response Target Resolution Target Update Frequency

1. Urgent Client’s business is not operational due to significant performance issues or outage, creating a substantial financial impact and/or number of customers impacted. 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 incidents get top priority until resolved Examples of Severity 1 incidents include 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 Incident Post-mortem by SpryPoint 1 Hour 4 hours 1 hour

2. Critical Client’s business is operational but the ability to perform business functions is severely disabled/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 2 Hours 16 Business Hours 4 Business Hours
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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 10 has a defect which creates errors or atypical results to customer records, transactions, or financials. Examples of Severity 2 incidents 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 client’s efficient use of the service. The business is operational but with reduced efficiency. Examples of Severity 3 incidents to include but not limited to: ● 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 creates errors or incorrect results 4 Hours 120 Business Hours 40 Business Hours

4. Not Urgent The service is fully functional but may contain a cosmetic flaw, a misspelling, or a cryptic message. A misinterpretation of the documentation or Client has questions on configuration or functionality. No operational, financial, or customer impact. Examples of Severity 4 incidents to include but not limited to: ● How Do I…? ● General inquiries 8 Hours 10 Business Days Upon Resolution

5. Enhancement requests 16 Hours As Defined in Change Process

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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 11

4.4 Triage Based on the severity level of the support request, Client can expect a response from the SpryPoint support desk 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. Document the variables involved. i.e., browser and version, device type, user, etc. 4. Establish a resolution plan and provide an estimated resolution time if possible. 5. If an estimated resolution time cannot be provided during the initial contact, Client will be provided with an estimate on the timeframe. 6. If the support request is Level 5 (Enhancement request), Client will be contacted to discuss the use case and scope of the enhancement. Enhancement specification and quotation will be delivered. 7. Resolution 4.5 Resolution An Incident Resolution will indicate that the issue has been addressed and resolved, pending confirmation from Client’s designated contact. If for any reason Client is not satisfied with the resolution, Client may request the issue to be re-opened. 4.6 System 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 attempt to plan Scheduled Maintenance to coincide with Client’s IT system maintenance windows and outside the hours of 8:00 a.m. and 5:00 p.m. Eastern Standard Time. There may be some instances where updates may be 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 an unplanned system maintenance requirement and will 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 to mitigate any potential adverse impact to our clients. 125
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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 12

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. ● Operating systems or versions of operating systems which are no longer supported or updated by their authors (e.g., Apple, Google, Microsoft, etc.). ● 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 level agreement. Maintenance for unsupported operating systems and/or hardware may be available to clients at an additional charge. 4.8 Incident Post-mortem Process The Incident 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, incident details, and internal and external communications. 126
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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 13 Learnings and Next Steps ● What went well? ● What didn’t go well? ● How do we prevent this issue from happening again? Summarize Findings ● Circulate summary to affected Clients upon request

4.9 Support Hours Client support is provided during SpryPoint business hours, 8:00 a.m. to 8:00 p.m. Eastern Standard 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 are negotiated on a project-by-project basis. 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 1st Provincial Holiday Third Monday in February Good Friday Late March/Early April Victoria Day Third Monday in May Canada Day* July 1st 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 11th Christmas Day* December 25th Boxing Day* December 26th *If a holiday falls on a weekend, it will be observed the following Monday. 127
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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 14 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 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. 5.1.1 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 problems 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 Incident Resolution Time Adherence SpryPoint will use commercially reasonable efforts to hit the Resolution Targets defined by Severity Level in Section 4, above. 5.3 Service Credits In the event of a failure by SpryPoint to meet the Service Availability and Incident 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: a. First month of missed service availability or incident resolution target, SpryPoint and Client will meet to discuss possible corrective actions b. Second consecutive month: 10% of the Subscription Fee paid for the applicable month of the affected SpryPoint application c. Third consecutive month: 20% of the Subscription Fee paid for the applicable month of the affected SpryPoint application d. Fourth consecutive month: 30% of the Subscription Fee paid for the applicable month of the affected SpryPoint application e. Fifth consecutive month: 40% of the Subscription Fee paid for the applicable month of the affected SpryPoint application f. Sixth consecutive month: 50% of the Subscription Fee paid for the applicable month of the affected SpryPoint application g. 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. h. 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. 128
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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 15 SpryPoint will provide a report of Service Availability and Incident Resolution Target adherence within fifteen (15) days of the end of each month and Client will have thirty (30) days from the end of each month to request those Credits. . 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: ● 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: 6.2.1 Escalation In the unlikely event that a customer needs to escalate an issue beyond the Support Analyst in charge, the following is the path of that escalation:
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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 16 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 any Managing Partner at SpryPoint, however Kyle Strang is the Managing Partner responsible for Customer Success-related escalations. Contact information for the Customer Success Management Team: Shelley MacLeod, Kyle Strang Customer Success Manager Managing Partner [email protected] [email protected] Office: 902.510.1770 Office: 617.939.9016 Mobile: 902.213.0950 Mobile: 902.476.7930 7 Appendix A – Support Process Supplemental Information 7.1 Creating a Ticket 1. Log into support.sprypoint.com 2. Choose New Support Ticket 130
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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 17 Provide as much information as you can in the required fields.

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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 18 *The Description Field could include: ● Walkthrough of question/issue ● Steps to reproduce ● Sample accounts ● Actual vs. expected outcome ● Supporting documentation (i.e., error message, as attachment) Once submitted, Client will receive an automated response indicating the request has been received as well as the ticket number assigned by our system 7.2 Check ticket status 1. Log into support.sprypoint.com 2. Search by Open or Pending tickets 3. Sort by date created or last modified 4. Click on the ticket to view current status, agent 7.3 Release Management SpryPoint provides releases for all applications on a regular basis. Releases are deployed after standard business hours and are live in the systems the next morning. Release Notes are provided with each release and highlight new features, enhancements, and fixes. The Customer Success Team will assist in reviewing, evaluating, and adopting the new features and functionality found in the new releases. Primary contacts from each organization are included on the distribution list for the Release Notes. If you would like to be included, please submit a ticket with your contact information to the support desk. 7.4 Account Management SpryPoint works to ensure that your applications stay running to support your business predictably and efficiently. Our Customer Success Team provides more than just support for reported issues. We are also focused on Customer Satisfaction and Customer Enablement. We will work with you to assist in adopting and maximizing your SpryPoint applications through: 7.5 Training/Help Implementing a new system takes time and there is a lot to learn when processes and software changes. Our team is here to help you make the most of your investment with SpryPoint. 132
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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 19 Throughout the implementation, SpryPoint provides training for administrators and end-users to prepare them for system go-live. After the organization has been live in the production environment and staff have been using the application, it is helpful to schedule some refresher training to review processes and functionality and answer any questions. As we continue to grow, clients will see more self-directed training and webinars. SpryPoint Help Files (Knowledge Base) are available in-app. We have attempted to address issues and questions in advance of you asking, but it is inevitable that some have been missed. If you have searched the Knowledge Base and did not find an answer, please submit a ticket. 7.6 Best Practices Is there something slowing a process down? Talk to us about it, we may have heard about it from another customer, or through industry contacts. Through conversations with customers, we discover new and innovative solutions to common problems. We collect the information and add it to our experience and knowledge to provide best practices that can be used in your organization. The Customer Success Team is always available to discuss any challenges you are facing, brainstorm solutions, and take part in the innovation process. 7.7 Check-Ins We are more than a support team. We are your partners, invested in your success. We reach out to clients on a regular basis to check in and make sure that everything is going well, and you are happy with your SpryPoint applications. The call is usually informative for us and the customer as we learn a lot by asking if there is any way we can help or anything we can do better. When we ask you questions about your organization and the way you use our applications, it is so we can better understand your environment, business goals, and future initiatives, and provide recommendations to any issues that you may have. At your request, we will schedule regular meetings with the Customer Success team and your team using the application. This time can be used to review open items, discuss future initiatives, or answer questions. 7.8 Monitoring SpryPoint applications are monitored for uptime and performance 24/7 using the latest technology. If unexpected conditions or performance degradation is detected, the team is notified automatically and instantly. The Customer Success Team watches for performance issues in real-time and applies updates to fix issues within minutes, often before customers have even noticed a problem. 7.9 Auditing SpryPoint’s monitoring tools provide us with Service Level Agreement reports to ensure that we maintain availability and performance standards. We review the reports monthly to ensure you are getting the best experience possible. 133
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Exhibit C Exhibit C - Service Level Agreement - FINAL.docx Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 20

7.10 Integrated Quality Assurance Quality assurance is a critical component of customer success. A customer encountering an issue indicates that quality can be improved, either through documentation, training, product improvement, or more comprehensive testing. For the product team to deliver software, the last internal step, before going to the customer, is to run it through with QA resources to fully understand, experience, verify documentation, and create release notes and customer adoption process. 134
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Insurance ExhibitExhibit D - Insurance Coverage - FINAL.docx 45 Queen Street Charlottetown, PE sprypoint.com C1A 4A4, Canada My title Emphasized Subtitle May 4, 2022 Author Exhibit D – Insurance Coverage 135
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Insurance ExhibitExhibit D - Insurance Coverage - FINAL.docx Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 1 SpryPoint will maintain during the entire Term of this Agreement, at its own expense, the insurance coverage below which meets or exceeds the coverages and limits as specified in the Client’s RFP. The policies shall include an endorsement naming Client as an additional insured with respect to the provision of services provided under this agreement. Insurance coverage for this agreement will be at a minimum as follows: 1. COMMERCIAL GENERAL LIABILITY INSURANCE SpryPoint shall maintain Commercial General Liability Insurance covering all operations by or on behalf of SpryPoint on a per occurrence basis against claims for personal injury and property damage. Policy limits are subject to review, but shall in no event be less than, the following: $3,000,000 Each Occurrence $6,000,000 General Aggregate $3,000,000 Personal and Advertising Injury $2,000,000 Products/Completed Operations Aggregate $2,000,000 Non-Owned Automobile Coverage Includes: (a) Separation of Insureds, Cross Liability (b) Contractual Liability (c) Products-completed Operations (d) Contingent Employer's Liability 2. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE SpryPoint shall maintain Commercial Automobile Liability Insurance covering liability arising out of the operation of any vehicle (including owned, non-owned and hired vehicles). $2,000,000 Each Occurrence $2,000,000 Annual Aggregate 3. ERRORS AND OMISSIONS AND CYBER INSURANCE SpryPoint shall maintain Errors and Omissions and Cyber Insurance covering liability third party claims and losses with respect to network risks (such as data breaches, transmission of virus/malicious code; unauthorized access or criminal use of third party, ID/data theft) and invasion of privacy regardless of the type of media involved in the loss of private information. $3,000,000 Per Claim 4. WORKERS’ COMPENSATION SpryPoint shall maintain Workers Compensation Insurance through the Workers Compensation Board of Prince Edward Island (WCBPEI). The Workers Compensation Board (WCBPEI) is a Provincial Government Organization that is 136
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Exhibit D - Insurance Coverage - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 2 responsible for all Workers Compensation related incidents for employees of companies based on Prince Edward Island. As an employer based in Prince Edward Island, SpryPoint is legally required to maintain Workers Compensation insurance through WCBPEI. If there is a workplace incident related to SpryPoint employees, coverage is provided by the WCBPEI regardless of the location. SpryPoint will provide Client with a copy of the Workers Compensation Clearance letter issued by WCBPEI which confirms SpryPoint’s coverage and that our account is in good standing. 5. ADDITIONAL INSURANCE RELATED PROVISIONS 6.1 SUBCONTRACTORS. SpryPoint agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by SpryPoint, provide the same minimum insurance coverage required of SpryPoint, except as with respect to limits. SpryPoint agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. SpryPoint agrees that upon request by Client, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to Client for review. 6.2 EVIDENCE OF COVERAGE. Prior to commencement of any Services under this Agreement, SpryPoint, and each and every subcontractor shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage as indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to the Client and as described in this Agreement. SpryPoint shall file with the Client all certificates and endorsements for the required insurance policies for Client’s approval as to adequacy of the insurance protection. 6.3 TERMINATION. All policies shall contain an endorsement providing that written notice be given to the Client at least thirty (30) calendar days prior to termination, cancellation or reduction in coverage policy. Insurance policies shall remain in force until all work has been completed. If a policy does expire during the life of the Contract, a renewal certificate of the required coverage will be sent to the Client not less than ten (10) workdays prior to expiration date. SpryPoint will maintain during the entire Term of this Agreement, at its own expense, the insurance coverage below which meets or exceeds the coverages and limits as specified in the Client’s RFP. The policies shall include an endorsement naming Client as an additional insured with respect to the provision of services provided under this agreement. Insurance coverage for this agreement will be at a minimum as follows:
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Exhibit E - Security Overview - FINAL.docx

My title Emphasized Subtitle May 4, 2022 Author Exhibit E – Security Overview 138
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Exhibit E - Security Overview - FINAL.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 1 Table of Contents Table of Contents .............................................................................................................. 1 1. Overview ...................................................................................................................... 2 2. Personnel ..................................................................................................................... 2 2.1. Personnel Overview ......................................................................................................... 2 2.2. Security Awareness & Training ..................................................................................... 2 2.3. End User Devices .............................................................................................................. 2 2.4. Access Control ................................................................................................................... 3 2.5. Physical Security .................................................................................................................... 3 2.6. Monitoring ............................................................................................................................... 4 2.7. Control Assessments ............................................................................................................ 4 3. Data Integrity & Privacy .......................................................................................... 4 3.1. Data ........................................................................................................................................... 4 3.2. Personally Identifiable Information (PII) ........................................................................... 4 3.3. Secure Disposal ..................................................................................................................... 4 4. Secure Application & Infrastructure Development ........................................ 4 4.1. Least Privilege ........................................................................................................................ 4 4.2. Peer Code Reviews .............................................................................................................. 5 4.3. Vulnerability Management .................................................................................................. 5 4.4. Configuration Management ................................................................................................ 5 4.5. Incident Response Procedures ......................................................................... 5 4.6. Contingency Planning .......................................................................................................... 5 139
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Exhibit E – Security Overview
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 2

1. Overview This security document (“Exhibit”) details the security policy, procedures, and technologies used to protect client data. This document applies to SpryPoint’s production software-as-a-service (SaaS) offering (“The Service”), client data stored in the service, and work performed by SpryPoint implementing, maintaining, and supporting the service. SpryPoint has established a comprehensive Written Information Security Program ("WISP") which includes defining, documenting, and supporting the implementation and maintenance of the administrative, technical, and physical safeguards the firm has selected to protect the information it collects, creates, uses, and maintains. This program uses both technologies and business policies to • Ensure the confidentiality of client’s data from any unauthorized parties; • Protect the integrity of data; and • Maintain availability of the service by using scalable hosting with fault tolerance. SpryPoint’s security program is based on the NIST SP 800-53 standard and the concepts of Zero Trust. The program may evolve over time as the standard is revised. These evolutions will never degrade the strength of the program. 2. Personnel 2.1. Personnel Overview 2.1.1. All SpryPoint employees are subject to background screening prior to being employed, and employment agreements cover confidentiality, non-disclosure, and other key protections. 2.1.2. SpryPoint has a dedicated information security officer who is responsible for managing and continuously improving SpryPoint’s security posture. The information security officer can be reached at [email protected]. 2.2. Security Awareness & Training 2.2.1. Employees receive security awareness training during their onboarding, and SpryPoint employees are subject to mandatory ongoing cybersecurity and phish awareness training on a regular basis. All employees are encouraged to attend security conferences where practicable. 2.2.2. Employees must read and adhere to the Information Security Policies and must re-certify each year. 2.3. End User Devices Employees agree to the Asset Management Policy with regards to acceptable use. All end user devices provisioned by SpryPoint are hardened and equipped with:
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Exhibit E – Security Overview
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 3 • Mobile Device Management (MDM) software. • Full Disk Encryption. • Anti-Malware Software. • Strong Password policies. • Secure Password Vault. 2.4. Access Control 2.4.1. To ensure only authenticated users access data they are authorized to access, SpryPoint maintains policies and procedures regarding the following areas: • Access Control Policy • Business Continuity and Disaster Recovery Plan • Cryptography Policy • Human Resources Security Policy • Information Security Policy • Operations Security Policy • Risk Management Policy • Third-Party Management Policy • Asset Management Policy • Code of Conduct • Data Management Policy • Incident Response Plan • Information Security RACI • Physical Security Policy • Secure Development Policy 2.4.2. User accounts on SpryPoint’s Services use role-based security to enable least privilege authorization. Passwords on the service are protected by industry best practices, using industry-standard encryption algorithms. Access to systems can be configured to use Single-Sign-On identity providers such as Azure Active Directory, Okta, or other identity providers. 2.4.3. Where possible, services are whitelisted to specific IP ranges rather than the open internet. SpryPoint staff use VPN services to connect to SpryPoint services where appropriate. 2.4.4. Policies cover data classification and protection of classified and restricted data. 2.5. Physical Security The SpryPoint office is alarmed with unique codes per employee, and is protected via electronic key cards & fobs. The SpryPoint office does not provide physical access to production systems from inside the office. 141
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Exhibit E – Security Overview
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 4

2.6. Monitoring 2.6.1. SpryPoint collects application and infrastructure logs to validate service uptime and operational status, to assist with troubleshooting system issues, and to protect and secure our networks and Client Data. Events are maintained for a period of at least one year. 2.6.2. Logs may include login ID, timestamps, login authorization granted or denied, number of denied login attempts, system load data such as CPU% and free memory, data changes within the system, or other relevant information and activity. 2.7. Control Assessments SpryPoint maintains a documented risk management program that includes an annual risk assessment. 3. Data Integrity & Privacy 3.1. Data 3.1.1. The Service is provided through secure data centers operated by an ISO 27017:2015 certified third party. 3.1.2. Data is encrypted at rest and in transit. 3.1.3. Data backups are performed daily, and tests to restore the data are run regularly 3.1.4. Questions regarding data privacy may be directed to [email protected]. 3.2. Personally Identifiable Information (PII) Confidential PII is compartmentalized and encrypted with unique record-level keys and an additional level of encryption. 3.3. Secure Disposal SpryPoint policies mandate secure disposal or destruction of personal information, whether in paper or electronic form, when it is no longer to be retained in accordance with applicable laws or defined policies. 4. Secure Application & Infrastructure Development 4.1. Least Privilege Only authorized Personnel with a specific business purpose are allowed access to production and development environments and/or resources. 142
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Exhibit E – Security Overview
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 5

4.2. Peer Code Reviews All code changes require a code review before allowing a merge. 4.3. Vulnerability Management 4.3.1. SpryPoint uses automated tools to check for vulnerabilities in the software and any framework dependencies. 4.3.2. Vulnerabilities are triaged and remediation timelines are managed as per a Service Level Agreement. 4.4. Configuration Management 4.4.1. SpryPoint has embraced infrastructure as code to ensure repeatability, and to streamline the application of security patches and updates. Deployment is managed via a CI/CD pipeline. 4.4.2. Infrastructure changes are documented and scheduled and contain approval chains and rollback plans. 4.5. Incident Response Procedures SpryPoint's incident response policy includes well-defined procedures to be followed in the event of a breach or threat of any application or system associated with the accessing, processing or storage of data. 4.6. Contingency Planning SpryPoint has a program to test and improve disaster recovery run books and business continuity plans. The security and DevOps teams perform BC/DR testing, conduct simulations, and request feedback to improve the plan. 143
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Exhibit E SpryPoint 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 SpryPoint’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: Definitions Unless otherwise defined below, all capitalized terms have the meaning given to them in the applicable Agreement and/or exhibits thereto. “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. “Covered Service” means (i) any Service provided that specifically refers to this DPE, and/or, (ii) any Technical Services. “Data Controller” means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data. “Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller. “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. “Data Subject” means the person to whom the Personal Data relates. “Personal Data” means any Covered Data that relates to an identified or identifiable natural person. “Personal Data Breach” means (i) a ‘personal data breach’ or (ii) any Security Breach affecting Personal Data. “Processing” or “Process” means any operation or set of operations performed on Personal Data or sets of Personal Data, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining, restricting, erasing or destroying. “Subprocessor” means a SpryPoint Affiliate or third-party entity engaged by SpryPoint or a SpryPoint Affiliate as a Data Processor under this DPE. “Subprocessor List” means the subprocessor list identifying the Subprocessors that are authorized to Process Personal Data for the relevant Covered Service. 1. Subject and Scope 144
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1.1. 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/ Personal 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). 1.2. Purpose. Client discloses Personal Information/ Personal Data to SpryPoint solely for: (i) a valid business purpose; and (ii) SpryPoint to perform the Services. 1.3. 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. 1.4. 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. 1.5. Warranty. Client warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give such instruction. 1.6. 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. 1.7. 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 notifications, to Data Subjects to enable SpryPoint to carry out lawfully the Processing contemplated by this DPE. 2. Technical, Organizational Measures and Security 2.1. 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. 2.2. 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 145
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the Personal Information/ Personal Data only for the purpose of delivering the Services under the Agreement to Client. 2.3. SOC 2 Compliance. SpryPoint is currently undergoing an audit for SOC 2 Compliance. Upon successful completion, at a minimum, SpryPoint agrees to maintain SOC2 Type 2 compliance. 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. Upon request by Client, SpryPoint will provide annual SOC report, or audit reports, with development and implementation of any corrective action plans. 2.4. 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 CCPA) 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. 2.5. 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: 2.5.1. Personal Information/ Personal Data has been and will be collected and Processed by Client in accordance with applicable Privacy/Data Protection Laws; 2.5.2. Client will take all steps necessary to ensure it achieves the foregoing, including without limitation, by providing Data Subjects with appropriate privacy notices, obtaining any required consent, and ensuring that there is a lawful basis for Contracted Processors to Process Personal Information/ Personal Data. 3. Subprocessors 3.1. 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. 3.2. 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, SpryPoint shall provide notice to Client by updating the Subprocessor List. 3.3. Approved SpryPoint’s Sub-Processors Sub-Processor Country Website Service Provided Amazon Web Services United States aws.amazon.com Cloud Infrastructure Freshdesk United States www.freshworks.com Customer Service 146
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Heroku United States www.heroku.com Cloud Infrasturcture 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 3.4. Sub-Processor Compliance Prior to engaging any Subprocessor, SpryPoint performs commercially reasonable diligence to evaluate their security, privacy and confidentiality practices, and executes an agreement implementing its applicable obligations. To the best of its ability, SPRYPOINT will oversee each of its subprocessors that may have access to or otherwise create, collect, use, or maintain personal information on its behalf by: • Evaluating the service provider's ability to implement and maintain appropriate security measures, consistent with SpryPoint’s security standards and all applicable laws and SpryPoint's obligations. • Requiring the service provider by contract to implement and maintain reasonable security measures, consistent with SpryPoint’s security standards and all applicable laws and obligations. • Monitoring the service provider's performance to verify compliance with SpryPoint security standards and all applicable laws and SpryPoint's obligations. 4. Rights of Data Subjects 4.1. 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”). 4.2. 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 information for SpryPoint to identify Client.

5. Cooperation 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 promptly 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 147
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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 SpryPoint 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 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 cooperation 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 Upon completion of our SOC2 in the first half of 2023, 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 standards or such other alternative standards that are substantially equivalent to AICPA SOC2; (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 2 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 obligations 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, to the extent applicable, SpryPoint’s then-current SOC 2 audit reports will be used to satisfy any audit or inspection requests by or on behalf of Client. In the event that Client, a regulator, or supervisory authority requires additional information, including information necessary to demonstrate compliance with this DPE, or an audit related to the Covered Service, SpryPoint will (i) make available to Client on request all information necessary to demonstrate compliance with this DPE, and (ii) allow for and contribute to audits, including inspections, by an auditor mandated by Client in relation to the Processing of the Personal Information/ Personal Data by SpryPoint. 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”) at no additional cost to Client. The return of data may not be withheld or denied from Client for any reason including fee disputes. 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 148
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until such time 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 upon 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 Client 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 11.1. 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 relation to this DPE on behalf of its Affiliates. 11.2. Termination. The term of this DPE will end simultaneously and automatically at the later of (i) the termination of the Agreement or, (ii) when all Personal Data is deleted from SpryPoint’s systems. 11.3. 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. 11.4. Client Affiliate Enforcement. Client’s Affiliates may enforce the terms of this DPE directly against SpryPoint, subject to the following provisions: 11.4.1. 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 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 11.4.2. 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. 11.5. 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. 11.6. Miscellaneous. The section headings contained in this DPE are for reference purposes only and shall not in any way affect the meaning or interpretation of this DPE. 149
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TO: Mayor and City Council
FROM: Planning and Development Services Department
DATE: February 13, 2023
SUBJECT: Consider Approval – Bid Award for CIP 21-07 Fire Station 2 Rebuild; and Authorize the City Manager to Execute the Contract on behalf of the City with Fortune Ratliff General Contractors in the amount of $7,566,341.00.

Staff: Thad Avery, Supervising Civil Engineer
Recommendation: Approve

ATTACHMENTS: 1. Vicinity Map.

CONFLICT OF INTEREST
Councilmembers should consider recusal if a campaign contribution exceeding $250 has been received from the project proponent (developer, applicant, agent, and/or participants) since January 1, 2023 (Government Code 84308).

RECOMMENDATION

1. For the City Council to award a contract for CIP 21-07, Fire Station 2 Rebuild – to Fortune- Ratliff General Contractors, in the amount of $7,566,341.00; and

2. For the City Council to authorize th e City Manager to execute the contract on behalf of the City.

EXECUTIVE SUMMARY
Staff is recommending that City Council authorize the City Manager to award and execute the contract to Fortune-Ratliff General Contractors, who was the lowest responsible bidd er from a bid opening that took place on January 10, 2023.

The project consists of the demolition & reconstruction of City of Clovis Fire Station 2 located at 2300 Minnewawa Avenue.

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BACKGROUND
The following is a summary of the bids received on January 10, 2023:

BIDDERS BASE BID

Fortune-Ratliff General Contractors $7,562,341.00
Ardent General, Inc. $7,785,000.00

ENGINEER’S ESTIMATE $7,632,500.00

All bids were examined, and the bidder’s submittals were found to be in order. Fortune-Ratliff General Contractors is the lowest responsible bidder. Staff has validated the lowest bidder contractor’s license status and bid bond. The amount of the award is for $7,566,341.00 which includes alternate #1 in the bid proposal for an additional $4,000 above the base bid amount.

Fire Station 2 – History and Status
Fire Station 2, located on the west side of Minnewawa Avenue, north of Santa Ana Avenue was built in 1978 and began developing signs of structural issues several years ago. Staff commissioned a consult ant in 2020 to perform an inspection of the building and make recommendations as to repairs needed. On October 5, 2020, the Fire Chief presented a report to Council outlining the issues with Fire Station 2 and options for refurbishing or replacing the fire station. Council provided direction to staff to move forward with replacing the station with a new, state-of-the-art, high-quality station. As part of the direction, it was decided to construct a building on the Fire Training Center site to temporarily house the crew for Fire Station 2 while a new Fire Station 2 building could be constructed. The construction of the building for th e temporary housing facility is scheduled to be completed by the end of this month. Staff at Fire Station 2 is ready to vacate the existing building and make a transition to the temporary site so construction for this project can begin.

FISCAL IMPACT
This project was budgeted in the 2022 -2023 Community Invest ment Program. The project is funded by the General Government Facilities through the City Community Investment Program.

REASON FOR RECOMMENDATION
Fortune-Ratliff General Contractors is the lowest responsible bidder. There are sufficient funds available for the anticipated cost of this project.

ACTIONS FOLLOWING APPROVAL

1. The contract will be prepared and executed, subject to the Contractor providing performance security that is satisfactory to the City.

2. Construction shall begin approximately two (2) weeks after contract execution and be completed in four hundred twenty-five (425) calendar days thereafter.

Prepared by: Nate Stava, Project Civil Engineer
Reviewed by: City Manager AH
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AGENDA ITEM NO. 4.

Attachment 1
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AGENDA ITEM NO. 4.

TO: Mayor and City Council
FROM: Administration Department
DATE: February 13, 2023
SUBJECT: Receive and File – Police Department Update.

Staff: Curt Fleming, Police Chief
Recommendation: Receive and File

ATTACHMENTS: 1. None.

Police Chief Curt Fleming will provide a verbal presentation on this item.

Please direct questions to the City Manager’s office at 559-324-2060. 153
AGENDA ITEM NO. 5.

TO: Mayor and City Council
FROM: Administration
DATE: February 13, 2023
SUBJECT: Consider – Update on Historic Preservation Committee and Seek Policy Direction Moving Forward.

Staff: John Holt, City Manager
Recommendation: Consider Update and Provide Policy Direction

ATTACHMENTS: 1. September 12, 2022, staff report regarding Historic Preservation Committee

CONFLICT OF INTEREST
Councilmembers should consider recusal if a campaign contribution exceeding $250 has been received from the project proponent (developer, applicant, agent, and/or participants) since January 1, 2023 (Government Code 84308).

RECOMMENDATION
Staff is seeking policy direction on moving forward with the creation and implementation of a City of Clovis Historic Preservation Committee.

EXECUTIVE SUMMARY
On September 12, 2022, City Council voted as follows:

Motion by Councilmember Whalen to establish an ad hoc committee that would assess histo ric resources in the City of Clovis and provide recommendations to the City Council on the protection of those identified resources. Membership of the committee will consist of five (5) members and each member shall be appointed by the City Council following a recommendation by the Mayor and members must be a resident of the City of Clovis. Motion was seconded by Councilmember Mouanoutoua amending the motion to change the number of members to ten (10) with each councilmember selecting two. Councilmember W halen concurred with the amended second. Motion carried 4-0-0-1 with Mayor Flores abstaining.

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AGENDA ITEM NO. 6.

Actions required and charge of the committee based on the action Council took in the motion above:

1. Have City Council appoint ten (10) members – two (2) each.

2. Committee Members are required to live within the city limits.

3. This is an ad hoc committee that will meet until the objectives are achieved.

4. The Committee will be subject to the Brown Act.

5. The Committee will be charged with:

a. Identifying criteria they would use to assess historic resources in the City of Clovis.

b. Assessing historic resources in the City of Clovis – this would consist of surveying historic resources within the city limits of the City of Clovis. The historic survey would not designate a property as historic. Instead, the survey would identify properties that could be a historic resource.

c. Provide recommendations to the City Council on the preservation of those identified resources.

6. The Committee would report back to Cit y Council on items included in number 5 above.

In October 2022 City Council provided additional direction to table the creation of the Committee until after the November 8, 2022, election. Staff is now returning to City Council to confirm the actions taken on September 12, 2022.

BACKGROUND
The creation of this discussion was formalized with a May 16, 2022, letter from Sayre Miller, representing the Clovis -Big Dry Creek Historic al Society requesting the City Council create a Historic Preservation Commission. The letter indicates that the Clovis-Big Dry Creek Historical Society created a committee approximately three years ago to advocate for the preservation of the Carnegie Libra ry building in Old Town Clovis (letter attached to the staff report). The Carnegie Library is owned by the Clovis Chamber of Commerce and the City of Clovis has limited control over how that building is used.

Attachment 1 includes all background material. On May 2, 2022, the City Council received an update on 325 Pollasky Avenue, Clovis Chamber of Commerce building. On May 16, 2022, the Clovis-Big Dry Creek Historical Society submitted a letter to the City Man ager requesting that the City form a Historical Preservation Commission. From the May 2, 2022, meeting, it was the consensus of the Council to pursue the formation of a historical preservation committee to assist the effort in updating and preserving the building.
155
AGENDA ITEM NO. 6.

On June 6, 2022, the City Council considered the request from Clovis-Big Dry Creek Historical Society for the Council to create a Historical Preservation Commission. From the June 6, 2022, meeting Council directed staff to establish the Advisory Board as described in the Clovis Municipal Code 9.120.020 - Historic Preservation Board. A City review board designated to promote the cultural, economic, educational, and general welfare of the City through the preservation and protection of buildings, si tes, structures, areas, and districts of historic significance and interest.

On September 12, 2022, staff presented a two options for Council to consider: Option A - Establish a temporary committee that would assess historic resources in the City of Clovi s and provide recommendations to City Council on the protection of those identified resources; or Option B - Consider Introduction – Ord. 22-___, an Ordinance of the City Council of the City of Clovis adding Chapter 9.81 of Title 9 of the Clovis Municipal Code creating a Historic Preservation Board.

City Council chose Option A with the following motion: to establish an ad hoc committee that would assess historic resources in the City of Clovis and provide recommendations to the City Council on the protection of those identified resources. Membership of the committee will consist of ten (10) members and each member shall be appointed by the City Council following a recommendation by the Mayor and members must be a resident of the City of Clovis.

In October 2022 City Council provided additional direction to table the creation of the Committee until after the November 8, 2022, election. Staff is now returning to City Council to confirm the actions taken on September 12, 2022.

FISCAL IMPACT
There is currently no funding to support the establishment of a Historic Preservation Committee.

Staff time to support would likely be limited but it would have an impact on workload.

REASON FOR RECOMMENDATION
Staff is now returning to council to confirm prior action and see direction moving forward.

ACTIONS FOLLOWING APPROVAL
Staff will implement Council direction.

Prepared by: John Holt, City Manager

Reviewed by: City Manager AH
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