Finance Committee
October 23, 2023

administration and monitoring of approved businesses in the amount of $21,740. The fee cost was analyzed by the City’s cannabis consultants HdL Companies. HdL interviewed the City Manager, individual staff from Code Enforcement, City Attorney, Police, Fire, and Finance.

Based on the interviews, the consultants experience in administering other commercial cannabis programs, and estimated staff time and costs, including equipment needs and training costs, HdL provided an estimate of $21,740 annually for the permit fee to carry out Resolution No. 2018-538.

On November 9, 2021, under Resolution No. 2021-441, City Council approved amending the Annual Commercial Cannabis Permit Fee to decrease the amount by $3,008 from $21,740 to $18,732 annually based on estimated staff time costs, and HdL Companies consulting services including annual financial audits, annual inspections, and subject matter expertise.

DISCUSSION:

Annually, City staff compiled the costs of the Annual Commercial Cannabis Permit Fee based on estimates from the following departments: Community & Economic Development, City Attorney’s Office, Police, Fire, and Finance. The fee also includes the costs of annual financial audits, compliance reviews, and general consulting by HdL companies. The Operational Annual Commercial Cannabis Permit Fee for calendar year 2024 is being proposed to be kept at $18,732 for Council approved cannabis business that are operational for the on-going administration, annual inspections, financial audits, and monitoring. The Non-Operational Annual Commercial Cannabis Permit Fee for calendar year 2024 is being proposed at $4,307 for Council approved businesses that are non-operational for the on-going administration, and monitoring.

The calculation of the Annual Cannabis Permit Fee is based on the approved fifteen (15) issued permits. Of those currently approved, eleven (11) are operational businesses and four (4) are non-operational businesses. The on-going cost to administer the cannabis program will be shared by the total permitted businesses, as the number of businesses increase or decrease, the Annual Commercial Permit Fee may need to be adjusted. Also, it is important to note that the Annual Commercial Cannabis Permit Fee pays for the costs associated with on-going administration of legally permitted cannabis businesses – it does not pay for enforcement activities associated with illegal cannabis businesses. The attached Annual Commercial Cannabis Permit Fee Cost Analysis provides the detailed breakdown of the City’s staff estimate.

The Annual Commercial Cannabis Permit Fee due date will be changed from being billed in December and due January 1 (calendar year) to being billed each July and due August 1 (Fiscal year) to simplify the year end accrual process, to better match expenses against revenues, and to ensure same overhead rates are used for staff time on both the annual analysis and the Direct Charges Agreements (DCAs).

No proration of the fee shall be made for any portion of the period for which the Annual Commercial Cannabis Permit Fee is payable, except in the case of a newly established and approved business, the Annual Commercial Cannabis Permit Fee may be prorated for the number of months remaining in the year at the time the permit is initially approved by Council, Cannabis Committee, or any other final cannabis permitting authority. The City will not prorate an Annual Commercial Cannabis Permit Fee for the time between the City’s approval of a business and when that business becomes operational. The Annual Commercial Cannabis Permit Fee is due annually on August 1st and delinquent at the close of business hours on the #6..
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15th of August. For the purpose of proration, a fractional part of a month shall be considered as a full month. In lieu of paying the Annual Commercial Cannabis Permit Fee at the City Hall, the fee may be deposited in United States mail, postage prepaid, on the due date, provided the transmitting envelope contains a postage cancellation stamp showing cancellation not later than 12:00 p.m. on the due date. If the due date falls on Saturday, Sunday, or Holiday the due date shall be the next regular business day on which the City Hall is open to the public.

To track overall cannabis program, a new Fund (1820) will be established. This fund will hold the Annual Commercial Cannabis Permit and the Cannabis Application Fee and any Cannabis related expense to better manage the reconciliation to ensure any overcollection and/or under collection in one year will be passed on to the approved Cannabis businesses the following year. In addition, separate cost centers will be used to track the overall accounting for the Annual Commercial Cannabis Permit and the Cannabis Application Fee. Separate projects will be created to manage the Cannabis Equity program based on the separate grant funding receipted to date. Currently, the accounting for this program is being tracked in the General Fund. After an audit of the Cannabis Cost Center 14470, a transfer will be made between the General Fund and the new Cannabis Program fund to account for the over-collection of the cannabis permit fees and a transfer the current funding available for the Cannabis Equity program. The average excess revenue collected is $121,891 annually. The excess revenues collected was largely due to delays in approved permitted businesses becoming operational; this resulted in the unspent anticipated costs related to annual financial audit and compliance inspections that were included in the annual cannabis permit analysis. The excess revenues will be applied as a credit against the annual cannabis permits until the credit has been used.

The annual permit fee will be reviewed and reconciled annually to capture increases or decreases related to the administration of the compliance program. The permit is approved as a cost recovery and not revenue generating, any over or under payment will be reconciled annually and applied against future year cannabis permit fees.

FISCAL IMPACT:

The fees were approved by Council as cost recovery and not revenue generating fees. The last five (5) years of the Annual Commercial Cannabis Permit Fee Revenues and the Cannabis Application Fee Revenues are shown on Table #1.

Table #1
Fee Revenue FY 2023 FY 2022 FY 2021 FY 2020 FY 2019 Total Annual Commercial
Cannabis Permit Fee
Revenue $256,644 $293,734 $338,093 $266,295 $173,940 $1,328,706 Cannabis Application
Fee Revenue $1,630 $12,760 $30,347 $14,250 $162,145 $221,132 RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Amendment to the Annual Commercial Cannabis Permit Fee by establishing two types of commercial cannabis permit fees for City approved businesses for an Operational Annual Commercial Cannabis Permit Fee with an annual cost of $18,732 and Non- #6..
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operational Annual Commercial Cannabis Permit Fee with an annual cost of $5,742 and forwarding to Council for approval.

Motion recommending an updating of the Annual Commercial Cannabis Permit Fee billing cycle to align with the Annual Permit issuance and expiration date from a calendar year to fiscal year and forwarding to Council for approval.

Motion recommending the creation of a new Fund to track overall cost of providing the cannabis program; and forwarding to Council for approval.

Approved by:

DeAnna Christensen, Director of Finance
Joseph P. Lopez, City Manager
Attachments:

1. Annual Admin Fee Cost Analysis 2024
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Department/Activity
Employee Type/ Program
Name
Hourly +
Overhead
Rate/Unit
Rate
Hours
Required Program Cost
Operational
Permit %
NonOperational
Permit %
Operational
Permit Cost
NonOperational
Permit Cost Roles and Responsibilities
City Attorney's Office City Deputy Attorney 295.00 134.9 39,795.50 85% 15% 33,826.00 5,969.50 Provides legal advice to staff and drafts non-compliance issue notices to business operators.

City Manager's Office Deputy City Manager 159.16 30.5 4,854.38 90% 10% 4,369.00 485.38 Monthly cannabis meetings and Cannabis Committee meetings.

City Manager's Office City Manager 193.92 5.6 1,085.95 90% 10% 977.00 108.95 Monthly cannabis meetings.

Community & Economic
Development Director 147.30 103.7 15,275.01 95% 5% 14,511.00 764.01 Cannabis Program oversight.

Community & Economic
Development Business Analyst 75.37 514.9 38,808.01 95% 5% 36,868.00 1,940.01 Cannabis program administration.

Community & Economic
Development
Senior Administrative Office
Assistant 42.14 1.9 80.07 95% 5% 76.00 4.07 Provides clerical support.

Finance Department Director of Finance 141.98 25.1 3,563.70 75% 25% 2,673.00 890.70 Weekly cannabis meetings, ad hoc questions, and discussions.

Finance Department
Revenue Collections and
Compliance Manager 85.70 6,856.00 80.0 90% 10% 6,170.00 686.00 Manages and coordinates with consultant audit staff overs collection of fees and taxes Finance Department Account Clerk II 35.41 7.9 279.74 90% 10% 252.00 27.74 Collects fees, taxes, responds to permittee inquiries.

Finance Department Financial Analyst III 70.96 95.0 6,741.20 90% 10% 6,067.00 674.20 Miscellaneous questions, monthly revenue reports, scheduling onboarding meetings, assist with HDL Audits, annual permit fee billing, Monthly & quarterly reports to operators.

Finance Department Account Tech 51.92 4.0 207.68 90% 10% 187.00 20.68 Misc. Questions - ongoing, assisting with fee collection, opening cannabis accounts.

Finance Department Senior Account Clerk 43.67 5.2 227.08 90% 10% 204.00 23.08 Deposit preparation for Loomis. ACH Payment review and reconciliation.

Finance Department
Cannabis Module
Maintenance 7,193.00 7,193.00 1.0 90% 10% 6,474.00 719.00 HDL software - send monthly cannabis tax remittance form. Creates Annual permit due letters. Report out monthly remittance.

Finance Department Cannabis Training - Annual 535.00 1.0 550.00 90% 10% 495.00 55.00 Annual training for City staff.

Fire Department
Administrative Office
Assistant III 42.14 10.0 421.40 70% 30% 295.00 126.40 Provides clerical support.

Fire Department Deputy Fire Marshal 91.95 10.0 919.50 70% 30% 644.00 275.50 Provides technical assistance for inspectors and addresses escalated issues.

Fire Department Deputy Fire Chief 137.30 10.0 1,373.00 70% 30% 961.00 412.00 Meets with Fire Chief, City Manager and Stakeholders on policy issues and oversees staff assigned to the Cannabis Program.

HdL-Financial Audit Consultant 10,000.00 10.0 100,000.00 100% 0% 100,000.00 - Conducts financial audits annually.

HdL-Compliance Reviews Consultant 2,000.00 11.0 22,000.00 100% 0% 22,000.00 - Conducts one compliance inspections per year for dispensaries.

HdL-Compliance Reviews Consultant 250.00 7.0 1,750.00 5% 95% 88.00 1,662.00 Conduct Site Plan Evaluations.

HdL-General Consulting Consultant 250.00 9.4 2,350.00 85% 15% 1,998.00 352.00 General consulting/subject matter expertise as needed for Community & Economic Development Department.

HdL-General Consulting Consultant 250.00 65.5 16,375.00 90% 10% 14,738.00 1,637.00 General consulting/subject matter expertise as needed for the Finance Department.

Police Department Lieutenant 134.61 7.9 1,063.42 90% 10% 957.00 106.42 Reviews and approves background checks conducted by the Consultant. Receives escalated complaints, investigates thefts and other crimes related to employees, cash, cannabis products or the property.

Police Department Sergeant 110.49 26.0 2,872.74 90% 10% 2,585.00 287.74 Conducts non-qualified sales program, monitors crime statistical data and service calls related to cannabis operations.

Credit (51,363.00)
Total Program Costs $ 274,642 206,052.00 17,227.38
Annual Permit Fee (based on 11 Operational Permits and 4 Non-operational Permits) $ 18,732 $ 4,307 City of Modesto
Annual Commercial Cannabis Fee Cost Analysis 2024
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 23, 2023
Date: August 17, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: SpryPoint Services, Inc. Cooperative Agreement CONTACT: Jeni Martin, Revenue Collection and Compliance Manager, [email protected], 209-571-5892
DESCRIPTION:

Consider an Agreement with SpryPoint Services, Inc., Charlottetown, P.E. for Utility Billing, Receivables and Cashiering Softwares for a total amount not to exceed $2,391,960 over two (2) years and forwarding to Council for approval. (Funding Source: Various Funds) STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan focus of Governance and Service Delivery under Goal H: Achieve Financial Sustainability.

BACKGROUND:

The Finance Department Utility Billing Division, Accounts Receivable Division, and Cashiering Division manage and facilitate the billing and collection of revenues for water, sewer, storm drain, garbage, and miscellaneous receivables for various City departments.

The Utility Billing Division has used a premise-based software program since 1997 that was developed by Central Square Technologies. This system was formerly known as Harwood Technology Enterprises (H.T.E.), Sungard, Superion, and now is currently known as Naviline.

The City of Modesto bills for water, sewer, storm drain, and garbage services for over 76,000 utility accounts monthly with over 900,000 bills going out annually.

The current system has reached its end of life with outdated technology. There have been no enhancements to the product for at least five years with manual updates required to fix outstanding issues several times per year.

Some current system constraints include but are not limited to:
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- Lacks Customer Service Management system (CSM);
- Online portal from Central Square is subpar requiring City to obtain a third-party vendor in 2019;
- Does not allow for adjustment of customer due date to account for needs of elderly or low-income customers on fixed budget;
- Delinquent management system unable to process notices and disconnects by area leading to inefficiencies in Water Division workload;
- No secure online sign-up or forms/application functionality; - Premise-based operating system requiring manual updates to be performed by IT staff; - Procedural flaws in processes such as reversal of payments, application of penalties, and work order management;
- Lacks mobile field application for Water Division staff, requiring use of third-party vendor brought on by Central Square;
- Limited reporting capability, requiring City to purchase a third-party product to create any on-demand reports needed for critical functions such as rate changes; - Lacks Paperless Billing presentment requiring City to use third-party vendor or inhouse management by IT staff; The objective of the Utility Billing Division is to obtain a cloud-based Software as a System (Saas) product that allows for streamlined collection and processing of customer billing information by utilizing current technology to communicate with our customers, improving the customer service experience, and reducing the resources required by IT staff to maintain the system.

DISCUSSION:

On September 7, 2023, the City Manager authorized the Purchasing Manager to solicit the procurement for Utility Billing Software. On May 15, 2020, the City of Aurora, Colorado issued competitive solicitation #R-2048 for new Utility Billing software through the Rocky Mountain EPurchasing System. On June 26, 2020, proposals were opened. Fifteen (15) proposals were received and based on the committee review process and criteria outlined in the RFP, one (1) contract was awarded for this commodity which includes the utility billing software. Based on the responsive and responsible proposer offering the proposals were evaluated for the following criteria: vendor qualifications and experience, technical solution and support, implementation approach, feature availability and functionality (including configuration options), and price.

Based on this criteria, four (4) firms were selected as final candidates: Tyler Technologies, Itineris, Infor, and SpryPoint Services. Interviews and demonstrations were conducted for each firm and the City of Aurora issued a Best and Final Offer request to each firm.

Based on Best and Final Offers, the City of Aurora selected the top-ranked firm, SpryPoint Services, Inc, based on the above criteria. The cost of the new system was $1,748,000 which #7..
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includes implementation, hosted services, and first year annual subscription cost of $398,000 for SpryPoint Services, Inc. Additionally, the City of Aurora included a $250,000 contingency amount to cover unforeseen implementation expenses due to the significant complexity of the system and $125,000 in travel expenses for the vendor. On February 22, 2021, the City of Aurora entered into a ten-year agreement with SpryPoint Services, Inc. to be effective March 10, 2021.

SpryPoint Services has extensive prior experience with Central Square Naviline transitions, including now with the City of Aurora, which will provide a smoother transition for the City as we will be able to utilize that knowledge. There are several similarities between the City of Modesto system setup and the City of Aurora including Central Square Naviline, Selectron IVR, Badger Beacon, and ESRI ArcGIS. In addition, the City of Aurora utilizes the same consulting firm as the City, Shibumi Consulting, that will also play an integral role in a transition process.

SpryPoint Services meet the following requirements of a new system for Utility Billing:
 One-stop shop dashboard approach with integrated online customer portal and mobile field application for Water Division;
 Smooth integration with Oracle GL and Selectron IVR phone system;  Embedded Customer Relationship Management (CRM) system with real-time communication with customers via text, email, or phone call;  Real-time alerts for customers regarding high water usage, leaks, and notifications regarding billing;
 Integrated secure online sign-up for utility services, Utility Billing Assistance applications, and other secure online forms;
 Cost-effective and forward-thinking technology with integrative approach and enhancements rolled out to all clients in real-time;
 Ability to adjust due dates to meet needs of customer;  Delinquency management allowing for cycle/route-based notices and disconnections for non-payment increasing efficiency for Water Division;  Integration through Application Programming Interface (API) for other systems so all centrally connected through SpryPoint including Water Division asset management system, field work orders, and backflow operations;  Integrated Paperless Billing presentment decreasing load on City servers;  Web-based platform decreasing security risks to City;  Upgrades managed and performed by vendor reducing use of City IT resources; #7..
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 Estimated cost savings of $350,000 by utilizing SpryPoint Point of Sale (POS) citywide instead of purchasing new stand-alone for current end of life system; City staff recommends to award to SpryPoint Services, Inc. Charlottetown, PE Canada to purchase utility billing software with (1) one-year renewal options, for an estimated annual amount of $423,960 and a total amount not to exceed $2,391,960 over two years.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served.

By utilizing the City of Aurora competitive solicitation, the City is complying with the requirements defined under this code for utility billing software.

FISCAL IMPACT:

The last five (5) years of annual service costs for the Utility Billing System (CentralSquare), Cashiering System (Quadrant Systems Inc - RAS), third-party vendors, and after-hours IT resources to manage these systems is shown on Table #1.

Table #1
Fiscal Year
18/19
Fiscal Year
19/20
Fiscal Year
20/21
Fiscal Year
21/22
Fiscal Year
22/23
Total
$164,199 $168,343 $178,870 $194,001 $198,345 $903,758
The City’s Cashiering and Accounts Receivable systems are over twenty years old and also in need of replacement. As part of this project, this software solution will include the replacement of our point of sale (POS) cashiering system and miscellaneous accounts receivable system at no additional cost. The estimated cost to replace the POS system on its own is $350,000. This will be recognized as a one-time cost savings to the City. See Table #2 for annual saving.

Table #2
Description Year 1 Savings Year 2 Savings
Cashiering POS purchase $350,000 -
Utility Billing & AR Annual
Maintenance
$104,509 $109,734
POS Annual Maintenance $3,920 $4,116
Third-Party Apps & Support 69,916 $76,754
Total $528,345 $190,604
The annual estimated cost for software services is $423,960, for a two-year cost of $2,391,960 which includes an increase of 4% or CPI, whichever is greater, for annual maintenance and subscription costs, and contingency costs of $300,000. The estimated cost is shown on Table #3.
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Table #3
Expense Description Year 1 Year 2 Total Costs
One-Time
Implementation $1,264,800 $ - $1,264,800
Annual Subscription $403,200 $423,960 $827,160
Contingency $300,000 $ - $300,000
Total Cost $1,968,000 $423,960 $2,391,960
Cost Savings $528,345 $190,604 $718,949
Net Cost $1,439,655 $233,356 $1,673,011
The Utility Billing Division bills for $172,188,157 in revenues annually with an uncollectible rate of less than 1%. The cost of software replacement is less than 1.5% of annual billed revenues.

This item is funded by Water, Sewer, Storm Drain, and Garbage funds. The funded amounts for the implementation (year 1) and the annual maintenance (year two) are shown on Table #4.

Table #4
Fund Accounting String Total
Water Fund 4100-41420-53300 $1,148,141
Sewer Fund 4210-41320-53300 $837,186
Storm Drain Fund 4480-41220-53300 $71,759
Garbage Fund 0100-12420-53300 $334,874
Total $2,391,960
Funding for the expenses is currently budgeted in Project 101396 and a budget adjustment is not needed for the expenditure budget on the project. A budget adjustment will be completed to establish the transfers from the various funds in the table above to Project 101396. The actual transfer amount will be based on the actual expenditures in the fiscal year. The transfers will come from a reduction in the funds of the Non-Capital Improvement budget.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Agreement with SpryPoint Services, Inc., Charlottetown, P.E., by utilizing the Competitive Bid Process with the City of Aurora, for Utility Billing, Receivables and Cashiering Software for a one (1) year Agreement with (1) one-year Renewal Option, for an estimated annual amount of $423,960 and a total amount not to exceed $2,391,960 over two (2) years and forwarding to Council for approval.

Approved by:

DeAnna Christensen, Director of Finance
Joseph P. Lopez, City Manager
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Attachments:

1. City of Aurora Cooperative Agreement

2. Master Subscription Agreement

3. Exhibit A – Statement of Work

4. Exhibit B – Pricing Schedule

5. Exhibit C – Service Level Agreement

6. Exhibit D – Insurance Coverage

7. Exhibit E – Security Overview

8. Exhibit F – Data Processing

9. RFP 2048 Scoring
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3/9/21
Bryn Fillinger
Purchasing Services Manager
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Master Subscription Agreement
This Master Subscription Agreement, effective as of November 14, 2023, is by and between SpryPoint Services, Inc (“SpryPoint) a Canadian Corporation with offices at 45 Queen Street, Charlottetown, PE C1A 4A4 and City of Modesto (“Client”) with offices at 1010 10th Street Modesto, CA 95354, 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 of terms or conditions, this Agreement shall control, and the order of precedence shall be as follows:

1. Master Subscription Agreement

2. Exhibit A – Statement of Work

3. Exhibit B – Pricing Schedule

4. Exhibit C – Service Level Agreement

5. Exhibit D – Insurance Requirements

6. Exhibit E – Security Overview

7. Exhibit F – Data Processing Exhibit
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 Client that has been given access by Client to use the Services.

“Authorized Parties” means Clients’ or an authorized Affiliate’s Employees 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 #7..
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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 related to payment processing, such as credit card numbers and 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 a Statement of Work. “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 Provider to 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.
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“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. “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.
“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 pursuant to 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 #7..
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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 maximum number of named contacts as listed in the applicable Order form to request and receive support services from SpryPoint. 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 30 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].

2.2 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 any invoiced amount by the due date as provided in Section 2.1 herein, then without limiting rights and remedies, the 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 or any other agreement is net 30 or more days overdue, SpryPoint, without limiting its other rights and remedies reserves the right to suspend the Service until such amounts are 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 Provider’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 #7..
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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 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 outbound 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. We will implement enhancements pursuant to 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 Clients 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 in Client’s subscription period.

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. #7..
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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 Client Input an Improvement.

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

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 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, but in any case shall adopt industry accepted best practices or commercially reasonable cybersecurity; protect against any anticipated threats or hazards to the security of Client data, protect against unauthorized disclosure, access to, or #7..
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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 promptly upon discovering the Security Breach but in no case more than 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 know 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 the subscription 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 and any and all of its officials, employees, contractors and agents harmless against any loss, damage or costs in #7..
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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 within thirty (30) days of receiving the claim; (b) gives SpryPoint sole control of the defense and settlement of the Claim; and (c) provides to SpryPoint, at SpryPoint’s cost, all reasonable assistance. SpryPoint’s obligations set forth in this Section do not apply to the 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 inconsistent with the Documentation. Furthermore, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole gross 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 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 the Subscription Fees paid by Client within the twelve (12) months preceding the claim.

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 THE SUBSCRIPTION 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 AWARAD (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 US, 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
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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 the following:
a) in accordance with the change in the USA Consumer Price Index (“CPI”) as published by the Government of the United States. The CPI will be determined based on the percentage increase in the CPI for the twelve (12) month period ending with the calendar month which is three (3) months prior to each anniversary of the Effective Date
b) 5% per year.

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, prerecorded 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 #7..
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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 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 Attachment 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.

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:

Attention: City of Modesto Purchasing Division
P.O. Box 642
Modesto, CA. 95354
Notices to SpryPoint shall be sent to:

Kyle Strang
CEO
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. #7..
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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. 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.

11.7 Conflicts of Interest. SpryPoint declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the Client in connection with the award, terms or implementation of this agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the Client has or will receive compensation, directly or indirectly, from SpryPoint, or from any officer, employee or agent of SpryPoint, in connection with the award of this agreement or any work to be conducted as a result of this agreement. Violation of this Section shall be a material breach of this agreement entitling the Client to any and all remedies at law or in equity. SpryPoint may not serve other clients whose activities within the corporate limits of Client or whose business regardless of location would place SpryPoint in a “conflict of interest” as that term is defined in the Political Reform Act, California Government Code section 81000 et seq. SpryPoint understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and SpryPoint will not be entitled to any compensation for services performed.

11.8 Records. SpryPoint shall be required to maintain records relating to its performance of the agreement and to make those records available for audit and inspection for four (4) years after the completion of this agreement or at such time that the agreement is otherwise terminated.

11.9 Audit. Client’s duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify SpryPoint’s charges to City under this Agreement. In the event the audit uncovers that Client is charged five percent (5%) or more than what is owed, SpryPoint shall be responsible for the entire cost of the audit.

11.10 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.

11.11 Time. Time is of the essence in the performance of this Agreement.

11.12 Assignment. Neither Party may 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 #7..
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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.

11.13 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.

11.14 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.

11.15 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 Customer.

11.16 Amendment. This Agreement may only be amended in writing by authorized representatives of each party.

11.17 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.

Client Name SpryPoint Services, Inc.

Signature: Signature:

Name: Name: Kyle Strang
Title: Title: CEO
Date Signed: Date Signed:
5440115.1
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Statement of Work
45 Queen Street
Charlottetown,
PE SpryPoint.com
C1A 4A4, Canada
–
Exhibit A - Statement of Work
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Statement of Work
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 1 Table of Contents
Table of Contents

1. Introduction 4

2. Project Goals and Objectives 5

2.1. Goals and objectives 5

2.2. Guiding Principles 7

3. Scope of Work 8

3.1. Overall Project Approach 8

3.2. Pre-Project Initiation 9

3.3. Project Initiation 11

3.3.1. Project Initiation – Deliverables, Roles & Responsibilities 12

3.4. Analysis 15

3.4.1. Analysis – Overview/System Familiarization 15

3.4.2. Analysis - Workshops 15

3.4.3. Analysis – Planning Documents 16

3.4.4. Analysis – Data Migration 17

3.4.5. Analysis - Reporting 17

3.4.6. Analysis – Organizational Change Management 18

3.4.7. Analysis – Deliverables, Roles & Responsibilities 19

3.5. Configuration 24

3.5.1. Configuration – Configuration Workbook & Workshops 24

3.5.1.1. Other Configuration Items 24

3.5.2. Configuration – Data Migration 25

3.5.2.1. Data Mapping 25

3.5.2.2. Data Migration, Iterations & Refreshes 27

3.5.2.3. Iteration 1 27

3.5.2.4. Iteration 2 28

3.5.2.5. Iteration 3 28

3.5.2.6. Iteration 4 29

3.5.2.7. Data Cleansing 29

3.5.2.8. Data Acceptance Testing 29

3.5.3. Configuration – Integrations & Enhancements 30

3.5.3.1. Interfaces 30

3.5.3.2. Enhancements 30

3.5.4. Configuration – Core Team Training 30

3.5.5. Configuration – Reports 31

3.5.6. Configuration – Security & Roles 31

3.5.7. Configuration – Organization Change Management (OCM) 31

3.5.8. Configuration – Deliverables, Roles & Responsibilities 32

3.6. Test 42

3.6.1. Test – Test Scripts 42
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Statement of Work
2 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved

3.6.2. Test – Training Material 42

3.6.3. Test – Tester Training 42

3.6.4. Test – Enhancement Testing 43

3.6.5. Test – Integration Testing 43

3.6.6. Test – Functional Testing 43

3.6.7. Test – User Acceptance Testing 44

3.6.8. Test – Organizational Change Management 44

3.6.9. Test – Deliverables, Roles & Responsibilities 45

3.7. Deploy 52

3.7.1. Deploy – Prerequisites 52

3.7.2. Deploy – Go Live Cutover Plan 52

3.7.3. Go/No Go Decision 53

3.7.4. Deploy – End User Training Material 53

3.7.5. Deploy – End User Training 53

3.7.6. Deploy – Mock Go Live 54

3.7.7. Deploy – Customer & Vendor Notifications 54

3.7.8. Deploy – Go Live 54

3.7.9. Deploy - Deliverable(s), Roles & Responsibilities 55

3.8. Operate 61

3.8.1. Operate – Post Go Live Support 61

3.8.2. Operate – Transition to Customer Success 61

3.8.3. Operate – System Acceptance & Project Close Out 62 ● 63

3.8.4. Operate – Deliverables, Roles, & Responsibilities 63

3.9. Project Governance 66

3.9.1. Project Management (PM) 66

3.9.2. Project Communications & Tools 66

3.9.3. Acceptance Period 67

3.9.4. Agreed Severity Definitions 68

3.9.5. Milestone Acceptance Process 69

3.9.6. Scope & Project Change Management 69

3.9.7. Issues and Risk Management 70

3.9.8. Conflict Resolution and Escalation Process 71

3.9.9. Project Working Times 71

3.9.9.1. Project Working Schedule 71

3.9.9.2. Statutory Holidays 71

3.9.10. Executive Steering Committee 73

3.9.11. Project Management Reoccurring Deliverables 74

4. Integrations & Enhancements 75

4.1. Integrations 75

4.2. Enhancements 81

5. Project Assumptions 81

5.1. General Assumptions 81

5.2. System Testing Assumptions: 82

5.3. Training Assumptions: 83

5.4. Production Readiness and Cutover Assumptions: 83

6. Appendices 83
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Statement of Work
3 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved Statement of Confidentiality
The contents of this document 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 unless requested under is a public record pursuant to Florida Statutes Chapter 119.

6.1. Definitions 83

6.2. Milestone Schedule 88

6.3. Document Samples 89

6.3.1. Project Status Report - Sample 90

6.3.2. Risk Log 96

6.3.3. Change Order Form 98
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Statement of Work
4 Confidential | Copyright © 2023 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 Modesto (“ the Client”) with offices at 1010 10th St. Suite 2100, Modesto, CA, United States of America.

Background Statements:
● SpryPoint will provide a range of software solutions and services to achieve a business solution that meets the identified Customer Information System (CIS) Solution (“Solution”) requirements of the Client. Client is open to new ways to achieve the same outcome but are not looking to go backward in functionality or efficiency.
● The Solution will encompass several SpryPoint products with Metabase included as a reporting and dashboard solution. The products include:
o SpryCIS – Customer Information System
o SpryMobile – Mobile Field Service
o SpryEngage – Customer Engagement Portal
o SpryIDM – Interval Data Management
● The Client wishes to work together with SpryPoint for the implementation of the Solution and SpryPoint agrees to provide such services and/or software as agreed to in the terms provided herein.
● This Statement of Work provides the general detailed terms and provisions that govern the delivery of all services and/or deliverables to the Client by SpryPoint.

This document is one of several that constitute the Agreement. As such, if any discrepancy exists between the documents, the precedence shall be listed in the Statement of Work. These documents help define the project’s scope and will guide its execution.
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Statement of Work
5 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved

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 to modernize their customer and meter to cash business processes. The implementation, and enhanced support of these new technologies are an opportunity to drive automation and efficiencies in business functions and ultimately improve productivity.

The primary objectives for this project include
● Baseline and Efficiencies in Functionality/Business Processes ● Functionality must be equivalent to or better than the Authority’s current Customer Information System software. Quantifiable gains and efficiencies, along with expanded functionality, are core requisites.
● Measurable efficiencies in key areas of the Authority's business include, but are not limited to:
o Automation and mobilization of field service functions/service orders o Accessibility of data/flexible data model for ease in data extraction, reporting, queries, and open standards/web-services based integration o Enhanced inbound and outbound Customer Self Service functions and processes, including:
▪ Customer web portal Single Sign-On capabilities
▪ Electronic Bill Payment Processing (EBPP) management and enrollment
▪ Service requests
▪ Communication channel preferences for ALL communication types with updating capabilities
▪ Access to customer history and data, including Interval Consumption
▪ Seamless and real-time integration of customer interactions and with coinciding updates to all Authority databases, as appropriate Automation
● Allowing technology to do the work, workflows, integration, guided processes, and intuitive processes (less ad hoc scripts and manual processes) free up the Client’s employees, leaving more time to focus on business needs. ● Make the Employees’ lives and jobs easier
● The software should provide the Client’s employees with the information they need to serve its customers best.
● Modern Technology
● The look and feel of the software should emulate a modern touch. This includes the technology stack that utilizes current and modern standards for the user interface, user intuitiveness, security, development tools, practices, etc. The software should have open data access/integration standards for easy data access and integration.

Implementation
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Statement of Work
6 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved ● Plan and perform a cost-effective and timely implementation.

Integrity
● All aspects of the project and participants should be fair, honest, and conducted with integrity.

Additionally, both SpryPoint and Client agree to the following statements to guide a successful implementation:
● Implement a new CIS Solution built on a modern and cloud-based technology platform in accordance with SpryPoint’s proposal. ● Implement a solution that will interface with or provide replacement solutions for several of the Client’s existing systems, simplifying the overall customer and meter-to-cash applications footprint. ● 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.
● Implement a solution that is upgraded and enhanced regularly by SpryPoint.
● Implement a solution that provides the best business-practice methodologies.
● Implement a cost-effective solution that can be easily maintained. ● A Web based solution that allows for automation and streamlining of the overall customer and meter-to-cash processes and improves data management, including collection, reporting and record keeping.

Greater transparency and visibility into the Solution:
● 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 applications.
● See 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.
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Statement of Work
7 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved ● Provide Customer Service Reps (CSRs) with quicker access to customer information in one centralized location with a 360-degree view of the customer.
● 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 and to 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 email. ● Ability for customers to sign up for leak alerts, financial alerts, and usage alerts.
● Ability to manage meters, registers, and endpoint (ERT).

Successfully Manage the Conversion Project:
● Deliver the Project on time and within budget.
● Employ a formal project management process.
● Engage the users of the system in the communication and decisionmaking 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.

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 ‘Systembased’ approach focusing on high value processes and driving efficiencies.

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

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

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

6. There will be a focus and commitment to organizational change management and staff preparation and readiness throughout the Project. #7..
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Statement of Work
8 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved

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

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

9. 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.” The following applies:
● 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”;
● Acceptance criteria according to that defined in this agreement and subsequent deliverables, are met and 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 Services, while reporting and delivering to the Client the requested deliverables and service levels in this SOW. SpryPoint will use its hybrid approach that brings together the best of the traditional Waterfall Methodology and combined it with the best elements of the Agile Methodology. This hybrid approach encompasses Project Management tasks, Pre-Project tasks, and five (5) phases, as follows:
● Analysis
● Configure
● Test
● Deploy
● Operate
The Project scope assumes all SpryPoint Products will go live at the same time. If it is determined during implementation to split up the go live of one or multiple products, the change order process will be engaged to outline any project impacts. #7..
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Statement of Work
9 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved

3.2. Pre-Project Initiation
Upon contract signing, 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 combined it with the best elements of the Agile Methodology. This hybrid approach encompasses Project Management tasks, Pre-Project tasks, and five (5) phases, as follows:
● Analysis
● Configure
● Test
● Deploy
● Operate
The project scope assumes all SpryPoint Products will go live at the same time. If it is determined during implementation to split up the go live of one or multiple products, the change order process will be engaged to outline any project impacts.

Before Project Initiation there are several pre-project activities the Client can choose to perform to prepare for the implementation. Completion of these activities is not mandatory to start the project but will need to be completed at some point before go live.
● Documentation to gather:
✔ Operating policies:
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Statement of Work
10 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved ✔ Any documentation on Standard Operating Procedures
✔ Published rules/polices
✔ Internal documentation – How To/Workflows, etc.
✔ Gather Lists of Information:
✔ Customer Forms (online or printed)
✔ Communications – letters (collections, budgets, payment plans, etc.)
✔ Service Order Types
✔ Credit Memos
✔ Miscellaneous Charges
✔ Billing Rates/details
✔ Penalty and collection rules
✔ GL codes used in CIS
✔ Meter data (counts, types of meters, inventory, GIS information) ✔ Staffing and Roles:
✔ Identify Subject Matter Experts
✔ Grid of staff, roles, and responsibilities
✔ Field Operation users that will need to be engaged with SpryMobile
✔ Bill Statement
▪ Bill design, structure of content, changes from existing bill ✔ Goals of redesign
✔ Who needs to approve a new design?
✔ Does the new design need to be approved by a committee? If so, how long does this process take
✔ Reporting
✔ What reports do you have today?
✔ Do you still use this report and what is it for?
✔ Complete a Reports list
✔ Collect report samples
✔ Data Cleansing
✔ Start to identify problem records (accounts, customers, premises) ✔ Start to identify duplicate records
✔ Identify problems with data that should be resolved
✔ Identify fields that are multipurpose

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

Upon execution of the contract, SpryPoint will initiate the project, and start preparation and mobilization of its resources in accordance with the requirements defined in this SOW. #7..
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Statement of Work
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 11

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

R= Responsible – Assigned to complete the task/i.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done; C = Consulted – provides input into a task and/or consulted before a decision or action; I = Informed – Must be informed after a decision or action. #7..
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Statement of Work
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 12 Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core
Team
Testers End
Users
Executive
Sponsor
No. Deliverable
Name
Deliverable
Description
SpryPoint Client

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

A R I

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

A R I I C

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

A I R I

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

A R

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

A C
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13 Confidential | Copyright © 2023 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

6. Project Kickoff Formal meeting to kickoff
the Project. This includes
the following activities:
▪ Meeting agenda
▪ Meeting presentation

A C C C C I I C

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

A R C
Verify
environments
Confirm list of initial access
and confirm users can log
in.

C A C

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

A C R C
Add Key: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action #7..
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Statement of Work
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 14

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

3.4.1. Analysis – Overview/System Familiarization
During this phase either before or as part of the workshops SpryPoint will complete an overview product session. The purpose of this session is to introduce the core team members to the SpryPoint product(s).

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

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

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

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

During this activity SpryPoint will:
● Conduct workshops to discuss possible organizational changes that may result from implementing the new system, and how to manage them. ● Conduct individual or group interviews to confirm current business processes, review standard configuration of the SpryPoint Service in relation to these processes, recommend process changes based on the best practices with the SpryPoint Product(s), and identify enhancements or configuration changes that are needed, or that could be mitigated by the adoption of recommended business practice changes. The following business processes will be reviewed. #7..
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Statement of Work
15 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved ▪ Customer Service
▪ Premises
▪ Service Orders
▪ Meters
▪ Billing
▪ Accounting, payments, collections, and bankruptcy processes, including debt remaining at any premise and recovered
through transfer of title
▪ Customer Engagement
▪ Customer Communications
▪ SpryEngage
o Self Service
▪ Registration
▪ Payments
▪ Payment History
▪ Billing
▪ Analytics
▪ Forms
▪ Password Resets
▪ Requests
▪ Profile Management
▪ Help & FAQ
▪ Administration
o Campaigns & Alerts
o Customer Relationship Management
▪ Mobile Field Service
▪ Dispatching
▪ Meter activities
▪ Service Orders
▪ Optimized Routing
▪ Photos
During this sub-section of the Analysis phase, other workshop sessions may be identified and required to ensure all business needs are being met.

3.4.3. Analysis – Planning Documents
During the Analysis Phase there are several documents that are created. To create these documents SpryPoint will meet with the appropriate Client team members. ● Test Plan – A document that outlines the strategy for testing. As part of the test plan testing success parameters will be agreed to with the Client. For example: it will include criteria like X % of residential accounts need to be checked or 100% of industrial 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 #7..
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Statement of Work
16 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved user roles and courses. The Client will be responsible for matching training needs to individual End Users.
● Security Plan - Based on the workshops and interviews, SpryPoint will provide an out of the box security plan. In addition, SpryPoint provides base security roles. The Client will be responsible to match individual users to the security roles and assign roles to their users.
● Report Plan – Develop a document that summarizes the reports & dashboards that are needed in the operational areas, determine which reports are already available within the SpryPoint Service, and identify which reports need to be modified, or newly written, to meet the Client's business needs.

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

3.4.5. Analysis - Reporting
During the Analysis Phase a Report Analysis will be completed. This analysis will be used to review the reports that the Client uses and their purpose. 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 and will be built.
● Report to Build – the report does not exist, is needed for future purposes and SpryPoint will create the report.

Often many Client reports will be replaced with one base SpryPoint report that has multiple views to meet the needs of different users.
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Statement of Work
17 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved

3.4.6. Analysis – Organizational Change
Management
The objective of Organization Change Management (OCM) in the Analysis phase is for the SpryPoint team to better understand the current state of the Client, assess the organizational culture and the capacity to change. During this phase SpryPoint will:
● Identify Stakeholders
● Develop OCM strategy & schedule
● Work with the Client to develop an Internal Communications Plan ● Review Decisions Logs from workshops to identify impacts to the Client's staff ● Identify training requirements
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Statement of Work
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 18

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

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

C A C R

2. Workshop
Questionnaires
Document(s) with
questions that will
need to be answered
by the core team and
are used as part of the
discovery workshop
sessions. Note: The
SpryPoint PM may
determine these are
not required for the
project
A R
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Statement of Work
19 Confidential | Copyright © 2023 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
Workshop Questionnaires 3. Provide answer in the
questionnaires.

A R

4. 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.

R A

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

C A

6. Analysis Report A document that
outlines the
information gathered
during the discovery.

This document will
outline any gaps
identified during the
workshops

R A C C I

7. Analysis Report Updates Updates to the
Analysis Report with

R A C R
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Statement of Work
20 Confidential | Copyright © 2023 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
any changes/feedback
from the Client

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

C C A R I

9. 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
them.

A R C R

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

A R C C

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

A R C C
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Statement of Work
21 Confidential | Copyright © 2023 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
Data Conversation 12.

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

R A C C

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

A R C C

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

C C R A

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

A R C R
Client 16. Communication
Plan
A document that
outlines recommended
Client
communications
throughout the Project

A R R R
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Statement of Work
22 Confidential | Copyright © 2023 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
for both internal and
external
communications.

17. Updates to Client
communications plan
Go forward
communication plan
for Client staff & its
customers

C C A R C
Key: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing a 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 #7..
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Statement of Work
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 23

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

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

3.5.1.1. Other Configuration Items
Other items required to be configured during this phase are:
● One Bill Statement - SpryPoint will work with appropriate Client project team members to analyze and document all the requirements and specifications for the one 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. The Client will supply the logo, contact information, return address, and text to SpryPoint for development of the letters. Some examples include, but is not limited to:
o Welcome Letter
o Delinquent Notice
o Disconnection / Cut-off Notice
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Statement of Work
24 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved o Returned Check Fee Letter
o Payment Arrangement Agreement Letter
o Bankruptcy Letter
During implementation SpryPoint will work with the Client to build and deliver all letter(s) and template(s) that are required to meet the needs of identified business processes.

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

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

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

The following table provides specific details of the objects to be converted, where the agreed time is 3 full calendar years, plus the number of months to go live of history.

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

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

Premises All active premises in the agreed time.
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25 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 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 and completed service orders within the agreed time frame.

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

Deposits If applicable, active deposit values will be converted.

Equipment All active equipment.

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

Notes &
Comments
Notes & Comments for applicable converted records.

Additional history can be brought into the SpryCIS Archive Data Store. The Archive Data Store allows for inquiry and retrieval of historical, non-editable transactional data within the SpryCIS application.
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26 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved

3.5.2.2. Data Migration, Iterations & Refreshes
SpryPoint will design, develop, and create validation processes (For example: accounts receivable balances, meter reads, consumption, record counts, etc.). The process starts with the client providing access to the source data and/or extracting data in the format required. SpryPoint will import core data elements, and then with each conversion iteration, additional data elements will be added. After each conversion iteration, data validation reports will be provided to the Client to review and sign off on. During the conversion process Client will be responsible to extract the mapped data from the Client's legacy system and SpryPoint will import the data into the SpryPoint solution(s).

In addition to this the Client is expected to complete the Data Acceptance Testing. SpryPoint will run the data conversion programs and provide reports to assist the Client with data quality validation – for example reconciliation reports (extracted = loaded).

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

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

3.5.2.3. Iteration 1
This is the initial data extraction and as a result is the first test of the data mapping.

When this iteration of data is completed, users will be able:
● Review Client Data in the respective SpryPoint solutions on the following record types:
o Accounts
o Customers
o Premises
o Services
o Service Points
o Meters
o Service Agreements
o Billing Agreements
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27 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved o Meter Reads
● Complete data acceptance testing.
● Create bills, install meters, create billing & service agreements, and transitions.

3.5.2.4. Iteration 2
The goal of this iteration is to fix issues found during Iteration 1 and any additional record types required to start bill validation testing and other product testing. The following activities are targeted to be completed before Iteration 2 can be completed:
● Completion of Iteration 1 data conversion and data acceptance testing ● Completion of data cleansing activated identified in Iteration 1 ● Completed configuration adjustments identified
Upon the completion of Iteration 2, the Client will be able to see and review:
● Client Data in the SpryPoint solutions to include:
o Updated records from Iteration 1
o Transaction history
o Deposit records
● Complete data acceptance testing
● Complete bill validation testing

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

To complete Iteration 3, the following prerequisites are targeted to be completed:
● Completion of Iteration 2 data conversion and data acceptance testing ● Completion of data cleansing activities identified in Iterations 1 & 2 ● Completion of configuration adjustments identified throughout testing Upon completion of Iteration 3, the Client will be able to:
● Address any edge cases or record types that have not been previously completed ● Complete User Acceptance Testing
● Complete Mock Go Live between Iteration 3 and 4

3.5.2.6. Iteration 4
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28 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved The goal of Iteration 4 is to support Go-Live.

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

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

3.5.2.7. 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 Implementation Specialist will be asked to correct the data in the SpryPoint Product(s). This may be completed manually or by scripting.

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

3.5.2.8. 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. #7..
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29 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved

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

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

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

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

3.5.3.2. 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 please see section 4.2 Enhancements.

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

3.9.6 Scope and Project Change Management.

3.5.4. 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).

SpryPoint will provide the Client copies of the training presentations and student workbooks. During the training, activities and assessments will be completed to help reinforce key concepts. Training material during core team training will be based on the out of the box system functionality and may include functionality that is not applicable to you, however the purpose of the training is to help the core team understand how the system might work for Client specific business processes. #7..
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30 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved

3.5.5. 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, SpryPoint will work with the Client to build/configure:
● Dashboard – SpryPoint will work with Client to configure a Customer Service Dashboard of key metrics using Metabase.
● Reports - SpryPoint will work with appropriate Client project team members to modify existing reports or write new reports using out of the box reporting tool and Metabase.

3.5.6. Configuration – Security & Roles
Based on the security plan, the Client will be responsible to assign security roles to users of the System. The Client can either use the out of the box security roles or they can create their own. When new functionality is released, SpryPoint is responsible to update the out of the box security roles only. If the Client has created their own custom security roles, they will be responsible to update any security related to new features to the affected roles. The SpryPoint Project Manager will work with the Client to ensure release notes are shared when required or applicable. Access will be managed by the City, using authentication controls linking to User profiles in SpryPoint; this will allow authorization to various users based on their department and level of authority

3.5.7. Configuration – Organization Change
Management (OCM)
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 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
● Develop additional OCM training materials (as identified in the OCM Strategy) #7..
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 31

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

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

R A C R

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

R A

3. Configuration Workbook
Assignments & Homework
Provide
required inputs
& information
C A
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32 Confidential | Copyright © 2023 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
for completion
of the
Configuration
Workbook

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

A R

5. Participate in Configuration
Sessions
Be engaged in
configuration
sessions to
answer
questions and
understand
how
configuration is
performed
C R

6. Integration Requirements
Document(s)
For any in
scope
interfaces, this
document
validates the
interface
business.
requirements.

One document
will be created
A R
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33 Confidential | Copyright © 2023 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
for each
identified
integration.

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

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

A
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34 Confidential | Copyright © 2023 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

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

10. Enhancement
Requirements
Document(s)
If there are
enhancements
included in
scope, this
document
validates the
business use
case and
captures the
business
requirements.

If there are
multiple
enhancements
one document
will be
completed for
each.

A R

11. Enhancements
Requirements participation
Participate in
Enhancement
Business
requirements
sessions,
provide
A R
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35 Confidential | Copyright © 2023 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
document
feedback and
approve
documents

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

R A C C

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

C C R A

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

R A C C
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36 Confidential | Copyright © 2023 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

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

R A C C

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

R A C R

17. Data Acceptance Checklist
Template
A template that
outlines the
recommended
data element
that should be
tested
A R

18. Data Acceptance Checklist
Template Population
Population of
specific data
elements to be
tested during
data
acceptance
A R
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37 Confidential | Copyright © 2023 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
testing into the
Data
Acceptance
Checklist.

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

R A

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

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

C C A R
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38 Confidential | Copyright © 2023 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

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

A R C C

23. Complete Data Cleansing
Activities - SpryPoint
Complete data
cleansing
activities

A R C C

24. Completed Data Cleansing
Activities – Client
Complete data
cleansing
activities

C C A R

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

R A C R

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

C A R

27. System Ready for Testing Initial system
configuration

A R C C
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Statement of Work
39 Confidential | Copyright © 2023 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
completed and
system ready
for testing.

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

A R C C
Key: R= Responsible – Assigned to complete the task each party to the SOW will have to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action #7..
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 40

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

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

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

3.6.2. Test – Training Material
To assist the Client’s Testing Team Members with understanding of the SpryPoint product(s), SpryPoint will provide end-to-end system training. As part of the training, SpryPoint will provide the Client with copies of the training presentations and student workbooks. During the training activities and assessments will be completed to help reinforce key concepts. Training material used during tester training will be localized to use Client Data for hands-on exercises and will only contain details about system functionality that is being used as part of the go forward business processes.

3.6.3. Test – Tester Training
To ensure the project team has captured as many scenarios as possible and addressed all business cases, it is important that other users be identified and perform testing during User Acceptance Testing phase. SpryPoint is responsible for ensuring users receive the required training, so they have the tools required to complete their assigned testing. #7..
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Statement of Work
41 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved Although SpryPoint is responsible for providing the training, it is highly recommended that a core team member be part of the training session to help facilitate buy in of the new functionality and business processes.

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

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

3.6.5. Test – Integration Testing
Integrated Testing will focus on these five main areas:
● Core integrated testing which tests major batch processes; ● Financial scenarios which focus on validating financial transactions; ● Integrated testing scenarios inclusive of primary and secondary scenarios; ● Unit (Singular) testing of interfaces and enhancement(s); ● Unit testing reports and bill prints.

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

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

Functional Testing utilizes scenarios based on industry best practices. To facilitate functional testing, SpryPoint and the Client will test scenarios, broken into two categories:
● Primary Scenarios - These scenarios involve functionality relating to the core business processes and are the most common end-user functionality, such as move-ins, move-outs, billing, and collections.
● Secondary Scenarios - These scenarios involve testing a broader spectrum of functionality designed to test unique, Client-specific functionality and infrequent or less common processes.
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42 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved

3.6.7. 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 are completed and 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 future plan to validate the item(s).

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

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

3.6.8. Test – Organizational Change Management
The objective of OCM activities in the Test phase is to complete the 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 continue into post Go-Live. SpryPoint will use an Agile approach to monitor user adoption of new business processes throughout cutover and post Go-Live. The following process will be followed:
● Modify OCM plan as needed
● Modify communications plan as needed
● Coordinate & support trainees
● Work with the Client to identify impacted employees
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 43

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

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

R A

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

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

R A C

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

A R C C
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44 Confidential | Copyright © 2023 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
standard business
processes.

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

C C A R

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

R A R R

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

R A R R

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

C C A R
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Statement of Work
45 Confidential | Copyright © 2023 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
the results of the
testing round

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

A R R R

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

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

A R C C

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

C C A R

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

A R R R
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Statement of Work
46 Confidential | Copyright © 2023 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

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

A R R R

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

A R C C

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

A R

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

C C A R
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Statement of Work
47 Confidential | Copyright © 2023 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

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

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

C C A A R

18. User
Acceptance
Testing –
Issue
Identification
Identification of issues
found during user
acceptance testing.

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

A R R R R

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

A R C C

20. User
Acceptance
Testing –
Resolve issues
identified in testing.

C C A R
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Statement of Work
48 Confidential | Copyright © 2023 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
Issue
Resolution -
Client

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

C C A R R

22. Update OCM
Impact
Document
Updates to OCM Impact
Document

R R A R R
WhoKey: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action #7..
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3.7. Deploy
The Deploy phase is the point at which the Client and SpryPoint decide whether all critical pieces are in place to turn the system over to production. This phase includes a production readiness evaluation, cutover planning, and remaining end user training.

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

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

The Production Readiness phase focuses on four critical areas:

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

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

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

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

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

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

3.7.2. Deploy – Go Live Cutover Plan
SpryPoint will develop a Go-Live Cutover Plan which outlines all issues and activities required to cutover and to the achievement of operational stability. The plan is based on experiences gathered from other SpryPoint production cutovers, an on-going evaluation #7..
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50 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved of best practices in the industry, and specific issues that arose during the configuration and testing of the software for the Client.

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

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

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

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

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

Training material used during end user training will be localized to use Client Data for hands on exercises and will only contain details about system functionality that is being used as part of the Client’s go forward business processes.

3.7.5. Deploy – End User Training
The end-user training will be performed by SpryPoint staff, with the assistance of one or more Client core team members. The SpryPoint instructor will supply the detailed knowledge of the applications being taught, and the Client functional resource will bring the detailed knowledge of Client processes to the classroom. The SpryPoint instructor #7..
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51 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved will lead the instruction with the Client resource attending to clarify any process or procedure questions specific to their environment.

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

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

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

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

Most of this work is performed when the office is closed. During this time, the final data conversion is completed, and all other steps as identified in the cut-over plan are completed, and validation is performed to ensure everything is in place to open the office. #7..
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 52

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

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

A R I R R R I

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

A R R I
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53 Confidential | Copyright © 2023 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

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

A R R C R R R

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

A R C R R

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

I I A R I C
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54 Confidential | Copyright © 2023 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

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

A R R R I
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55 Confidential | Copyright © 2023 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
ensure all
parties
understand
their role in
Go-Live.

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

I C A R

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

R A C C

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

A R I R R R I
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56 Confidential | Copyright © 2023 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

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

A R R R

14. Go Live Sign off A document
that confirms
that the
system is
ready for
production
use and that
the Client is
ready to
being 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 #7..
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 57

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

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

3.8.1. Operate – Post Go Live Support
This is the initial period after Go-Live where the Client’s focus is on system stabilization. The post Go-Live/stabilization period will last 90 calendar days with the goal to complete 3 full billing cycles (assuming monthly billing cycle).

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

At the end of the post Go-Live stabilization period a punch list is created. This list contains:
● Any issues and their severity still open at the end to the stabilization period ● Any SOW items that were not delivered prior to Go-Live ● Any additional reports required and agreed to as part of scope of services

3.8.2. Operate – Transition to Customer Success
After the post Go-Live period has been completed and all severity 1 and 2 issues have been resolved, we will transition the Client to the Customer Success team. The transition involves a SpryPoint internal knowledge transfer between the Service Delivery and Customer Success Teams and an introductory meeting with the Client, SpryPoint Project Manager, and the SpryPoint Customer Success Team. Once the transition to the Customer Success team has occurred, the SpryPoint #7..
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58 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 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.

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

This occurs when the following are met:

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

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

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

Once a project is deemed complete any outstanding implementation fees are due. #7..
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3.8.4. Operate – Deliverables, Roles, & Responsibilities Project
Manager
Implementation
Specialist (s)
Customer
Success
Team
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
No. Deliverable
Name
Deliverable
Description
SpryPoint Client

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

A R R R R

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

A R R

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

A R R I

4. Transition to
Customer
Success
Meeting
A meeting held with
SpryPoint to introduce
them to the Customer

A R R R R I
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60 Confidential | Copyright © 2023 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
Success Team and how
they work with them.

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 on and closed.

I A R C
Key: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action #7..
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3.9. Project Governance

3.9.1. Project Management (PM)
SpryPoint uses a highly structured and layered project management methodology, which relies on detailed and complete project plans, to determine who is working on each 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 management, and project communications throughout the Project. The Client’s Project Manager is ultimately accountable for the Client’s resources, project tasks and internal project plans and SpryPoint’s Project Manager is accountable for their resources and project tasks. Both project managers will need to work together and retain authority for day-to-day project decisions and ensure project success.

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

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

Communication Method Frequency Tool/Method Attendees
Project Team Status
Meetings
Every second
week
Zoom & Google
Docs/PDF
Both PMs, Client
Core Team
Meetings,
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62 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved SpryPoint
Project Team (as
required)
Project Status Reports Monthly PDF N/A
Updates to the project
plan
Bi-Monthly Wrike N/A
PM Status meeting Weekly Zoom SpryPoint PM,
Client PM
Risk Log Bi-Monthly Google
Sheet/Excel
N/A
Executive Steering
Committee
Monthly Zoom SpryPoint PM,
Client PM,
SpryPoint
Executive
Sponsor, Client
Executive
Sponsor
Issue Log Weekly Google
Sheet/Excel
N/A
With the understanding that both SpryPoint and the Client are working jointly to achieve the best project outcome, the table above outlines the standard agreement for communications. If major project events occur, or at a critical point in the Project that require addition communications, updates, or meetings, both parties can mutually agree to the additional activities at no extra cost to the Client.

3.9.3. Acceptance Period
To facilitate the project schedule and project planning it is important both parties agree to a default response period of 5 business days for any issues involving the Project. While this will be the default time, either party can proactively ask for a longer time, if the time is not sufficient or ask for an extension. The SpryPoint Project Manager will evaluate any timeline extensions against the project schedule and communicate if the extension puts the project schedule at risk.
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3.9.4. Agreed Severity Definitions
During the implementation the following definition will be used to define the Severity of issues. In addition, issues will also be categorized as Go-Live Required or Post Go-Live.

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

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

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

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

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

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

There is no operational, financial, or customer impact.

Examples of Severity 4 issues include, but may not be limited to:
● A button is out of alignment on the user interface
● Question regarding configuration or functionality
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64 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved ● General inquiries

3.9.5. Milestone Acceptance Process
This project will be invoiced on a milestone basis.

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 with written approval from the Client. In the event the Client does not provide written approval or feedback within the agreed upon time period SpryPoint may invoice the milestone. The use or partial use of any service deliverable in a Production Environment constitutes acceptance of that service deliverable.

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

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

Requests for changes should be made to either project team’s PM. The SpryPoint Project Manager is responsible for creating a Change Order Form. The Change Order Form will including the following:
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65 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved ● A description of the problem that needs to be solved or the scope change to be addressed.
● A description of the solution to the problem or scope Change being requested, including the use/business case and/or reason for the Change and suggested solution.
● And estimated impact of the Change on the project schedule. ● If applicable, any fees/cost and expenses associated the Change.

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

3.9.7. Issues and Risk Management
The following procedure will be used to manage Project issues and risks:
● Identify and document all concerns
● Assess the impact and prioritize the impact to the Project ● Assign responsibility to resolve the issue or risk
● Monitor and report progress on the issue or risk
● Communicate issue resolution
On a monthly basis, the Project Managers will meet to review the status of the risks and outstanding issues. When a risk is identified each risk will be assessed for its probability and impact and weighted.
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3.9.8. Conflict Resolution and Escalation Process
While both parties agree it is the desire to resolve issues quickly and within the project team(s), at times this may not be possible, and issue(s) may need to be escalated to resolve. A project issue can include anything from a business process change to a schedule issue, to a personnel issue, etc. The following table shows a typical escalation path:

Escalation Path SpryPoint Client
Level 4 Sr Vice President Service
Delivery, and/or CEO
Level 3 Vice President Service
Delivery

Level 2 Project Manager Project Manager
Level 1 Implementation Specialist Core Team Members

3.9.9. Project Working Times

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

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

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

SpryPoint Observed Holidays
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67 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved Holiday 2023 2024
New Year’s Day January 1 (observed on
January 2nd)
January 1
Islander Day/Family 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
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68 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 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
Veteran’s Day November 11 (observed
November 10)
November 11
Thanksgiving November 23 November 28
Friday after Thanksgiving November 24 November 29
Christmas Eve & Christmas
Day
December 25 & 26 December 24 & 25

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

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

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

1. Oracle (GL & AP) SpryCIS supports financial integrations with a number of ERP systems.

The standard integration supports the automated daily export of General Ledger transaction information to the ERP.

SpryPoint will extend the GL transaction integration to support Client’s Oracle Financial System (Oracle FIMS). If Oracle FIMS provides a usable API endpoint and if preferred by the Client, SpryPoint will develop the integration to push transactions to this endpoint. If Oracle FIMS does not provide a usable API endpoint, SpryPoint will provide a formatted text file containing the GL transaction information. #7..
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71 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved As part of this interface, SpryPoint will develop quality control checks and/or approvals prior to upload of posting file and update of GL accounts.

Normally, clients print refund checks directly within SpryCIS. Optionally, a second integration point can be developed to export customer and voucher information to support printing of checks in Accounts Payable systems. SpryCIS supports the generation of a daily check file containing customer and voucher information which can be imported into ERP systems.

2. ESRI (GIS) 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:
i. Meter and backflow information
ii. Streets and other selected layers
iii. Premise and parcel information.
iv. Service locations (includes pseudo addresses for such items as irrigation meters)
v. Meter location coordinates
vi. Backflow Device attributes
vii. Ownership layer
GIS administrators can access and export data from SpryCIS using built-in report tools such as Metabase.

3. Paymentus
(EBPP)
SpryPoint maintains a set of standard integrations with Paymentus.

SpryCIS Paymentus
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72 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 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
SpryEngage 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 SpryCIS
SpryPoint maintains a standard interface with Paymentus IVR which:
i. Makes customer and receivable information available to Paymentus.

Receives Customer Updates, Payment Information and confirmation of calls from Paymentus.

4. Remittance &
Payment Files
Create payment import files for import for the following 3rd party remittance providers:
● Remit Plus
● Metavante
● FiServ
● Princeton
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5. SpryMobile
Lucity (Asset
Management)
SpryPoint will create interface with Lucity asset management system.

6. Infosend – Bill
Print
SpryPoint will create a bidirectional interface by API where SpryCIS will:
i. Send PDF files or a file export to InfoSend
ii. Receive address corrections back from InfoSend
SpryPoint will be create and manage the Bill Template as part of the implementation. SpryPoint will create a PDF file upon bill generation which will be uploaded to an FTP for InfoSend to access and print. All PDF copies of bills are stored and available within the SpryPoint platform and do not need to be stored elsewhere (InfoSend or Paymentus).

7. Badger AMR
(Meter Import
File)
SpryCIS supports standard meter reading integration for many metering systems. The integration includes:
● Export of meter reading information by route or billing cycle to standard Badger AMR format
Import of meter reading information from standard Badger AMR format

8. Badger BEACON
(AMI)
Bi-Directional interface that includes the automatic upload of reads. In addition, the Solution will send and receive account and read request related information to BEACON.

Business Goals
i. Maintain a consistent state between the Solution and BEACON, with no duplicate data entry. As customers and accounts change over time within the Solution, these changes must be propagated to BEACON on a regular basis without duplicate data entry.
ii. Provide the ability to fetch current meter reading information from BEACON into the Solution for accurate billing. Meters will still be billed on existing route/billing cycle schedules, at least #7..
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74 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved in the near-term. As the accounts with AMI-enabled meters are prepared for billing, the current reading information from BEACON must be transferred to the Solution.

Approach: The primary API within BEACON relies on the exchange of text files. This is a stateful integration - that is, a file may be uploaded to BEACON with a list of “as of now” service information from another system, and a file may be downloaded from BEACON with “as of now” information containing the current state of objects in BEACON.

BEACON does expose REST API, but the REST API acts primarily as a wrapper for the text file interface, exposing methods to generate and download a text file.
i. Master record updates from the SpryCIS -> BEACON. As the Solution will be the system-of-record for customer, service location, and meter information, and as this information changes constantly, the master information from the SpryCIS will be propagated to BEACON. SpryPoint will provide a tool to produce a text file containing the complete state of customer, service location, and meter connection information from the SpryCIS. Users will regularly (daily or weekly, schedule to be determined) download this file using the export tool and upload this file into the BEACON web interface.
ii. Meter reading request file from the SpryCIS -> BEACON. As a billing cycle is prepared for billing, billers must request a meter reading file from BEACON. In order to specify the meters to be included in the meter reading file, SpryPoint will provide a tool to specify the routes and/or billing cycles to be read and produce a meter reading request file. Users will upload this file to BEACON to initiate the reading file production process for the specified meters within BEACON.
iii. Meter reading file from BEACON-> SpryCIS - After receiving the meter reading request file, BEACON will prepare a file containing the list of meters with current readings and exceptions.
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75 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved The Solution will receive meter/register/ERT import files from Beacon.

9. Selectron (IVR) SpryPoint maintains a standard interface with Selectron which:
i. Makes customer and receivable information available to Selectron for outbound dialing purposes.
ii. Receives Customer Updates, Payment Information and
confirmation of calls from Selectron

10. AVL SpryPoint will receive and display vehicle location and other selected data from the AVL. SpryMobile provides an endpoint for XXXX vehicle updates. This information is logged and used to update user location information for a more accurate view of where users are.

11. Ring Central (CTI
& IVR)
Description: One way CTI integration where the Solution will receive inbound call transfer from Ring Central and pop the appropriate account in the Solution.

Approach: SpryPoint will complete an API based Computer Telephony Integration (CTI) integration between Ring Central to pop the account in the Solution.

12. PCS Collection
Agency
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.

13. SwiftComply
(Backflow)
SpryPoint will create interface with SwiftComply backflow system.

14. T2 Systems SpryPoint will create POS interface with T2 Systems with GL interface for payment files. See Exhibit G.

15. PerfectMind SpryPoint will create POS interface with PerfectMind with GL interface for payment files. See Exhibit G.

16. HdL Prime SpryPoint will create POS interface with HdL Prime with GL interface for payment files. See Exhibit G.
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4.2. Enhancements
SpryPoint will create an Enhancement Requirements Document, for each enhancement, to define the detailed requirements of any requested enhancements. Below are the requirements for the Client to communicate when requesting an enhancement.

No
.

Requirement Description Enhancement Details

1. Cashiering See full scope in Exhibit G.

2. Accounts Receivables See full scope in Exhibit G.

3. 4.

5. 6.

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

5.1. General Assumptions

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

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

3. Prompt decision-making and problem resolution will be required to achieve an on-time, on-budget project completion.
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4. The Client and SpryPoint understand the project scope and project timelines and agree to communicate and adhere to those objectives, thus setting the proper expectation level.

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

6. 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.

7. 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.

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

9. Whenever possible, the Project Team may consider alternative meeting options such as Zoom and Conference Calls.

10.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.

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

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

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

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

5.2. System Testing Assumptions:

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

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

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

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

5. The Client will be responsible for signing off on testing results. #7..
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5.3. Training Assumptions:

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

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

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

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

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

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

5.4. Production Readiness and Cutover Assumptions:

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

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

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

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

6. Appendices

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 the Client’s validation to ensure top-tobottom functional stability and adherence to existing business requirements and business processes. Testing will be in several #7..
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79 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved phases, including, but not limited to, functional testing, bill validation testing, integration testing, and performance testing.

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

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

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

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

Business
Process
A defined series of procedures that will identify and document process steps and system transactions. Business Process documentation can be used to facilitate testing and training.

Bi-Monthly The activity will happen every other week.

Bi-Weekly This activity will happen twice a week.

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

Change A request by the Client to add new requirements to the scope of the project. This could be in the form of an enhancement, additional services, new integration, etc. All changes to the SOW must be agreed upon by the parties and evidenced in a written instrument signed by the parties’ authorized representatives.
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80 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved Change Order
Process
The process used when a Change of scope is identified. This process may or may not have monetary costs and implementation schedule impacts associated with it.

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

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

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

Data Mapping The process of assigning source system data elements to target data elements in the System Data Model for purpose of conversion.

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

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

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

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

Integration Test The integration testing will utilize formal test plans and scripts that will define how to test a singular feature and business process based on pre-defined expected results. Integration tests are formal in #7..
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81 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved nature, cover multiple scenarios of a feature and process, and are based on the variations of the Client’s business.

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

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

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

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

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

Price The total cost for implementation & expenses to deliver the SpryPoint Solutions as noted in this SOW and other Exhibits to the Agreement.

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

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

Script Testing Testing using a pre-determined script or set of instructions. Testing can be either manual or automated work.
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82 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved SpryPoint
Service- a.k.a
System
The SpryPoint Service (System) includes all services as defined in this Statement of Work for products sold as part of this contract.

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

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

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

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

User
Acceptance Test
Final testing led by the Client, where SpryPoint is available for assistance, as required. This testing is typically scenario based and ensures that the System is configured to meet all of agreed upon business processes.
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 83

6.2. Milestone Schedule
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 84

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

Note: Templates are subject to change. If this occurs the Client will be notified and, if required, adjustments will be made to ensure all required information is captured in the new or revised template.
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6.3.1. Project Status Report - Sample
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6.3.2. Risk Log
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6.3.3. Change Order Form
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RFP Starting Template 2022-07.docx
45 Queen Street
Charlottetown,
PE sprypoint.com
C1A 4A4, Canada
My title Emphasized
Subtitle
May 4, 2022
Author
Exhibit B – Pricing Schedule
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RFP Starting Template 2022-07.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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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 2 Table of Contents
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
SpryIDM – Interval Data Management 5
SpryMobile – Mobile Field Service 5
SaaS Pricing Schedule 7
SaaS Software Usage Metrics 7
Usage Metric Definitions 8
SaaS Products and Subscription Initial Term 9
Annual Renewal 10
Annual Escalation 10
Initial Implementation Fees 10
Billing/Invoicing 11
Additional Terms 11
Integrated Notification Services: 11
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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 Modesto
45 Queen Street
Suite #401
Charlottetown, PE C1A 4A4
Attn: Purchasing Division
P.O. Box 642
Modesto, CA.95353
United States
Ryan Cawley
VP Business Development
City of Modesto
Purchasing Division
902-940-6830
[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 – Security Overview
6 Exhibit E - Insurance Coverage
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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, financial reconciliations, and Point of Sale cashiering functionality.

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
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 5 ● Electronic Forms Submissions
Administrative
● Administrative Dashboard
● Reporting & Analytics
● Customer Masquerading
SpryIDM – Interval Data Management
SpryIDM will at a minimum provide:
● Storage and programmatic access to 3 years of interval data. ● Access to interval data for meters, service points, and collections of meters. ● Ability to standardize and normalize interval data that can be aggregated and analyzed and correlated to other data for presentation of interactive consumption charts of interval data to customers
● Ability to automatically send alerts to customers (SMS, Voice, Email) for continuous usage (leaks) or other events.

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
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 7 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
80,000 $3.00 per
Active Account
in blocks of
500
$240,000
SpryEngage –
Customer
Engagement
Platform
Production (1),
Staging (1)
Production (1) Active
Accounts
80,000 $1.00 per
Active Account
in blocks of
500
$80,000
SpryIDM - Interval
Data Management
Production (1),
Staging (1)
Production (1) Active
Accounts
80,000 $0.50 per
Active Account
in blocks of
500
$40,000
SpryMobile –
Mobile Field
Service
Production (1),
Sandbox (1)
Production (1) Full Users
Light Users
20 Full Users
(Water)
(Water)
16 Light
Users
(Finance)
$100/per Full
users/month
$50/per Light
user/Month
$24,000
$9,600
Inbound &
Outbound SMS
Messaging
Production (1),
Sandbox (1)
Production (1) Messaging
volume
6 Campaigns
per year or
480,000
messages
$0.02/Message
Segment
$9,600
Total Annual Fee $403,200
* 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.
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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 8 Usage Metric Definitions
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:
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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 9 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.
● 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 4% or CPI, whichever is greater) +
(($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. #7..
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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 10 Annual Renewal
Unless stated otherwise, 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 the following parameters:
a) 4% per year
b) in accordance with the change in the Consumer Price Index (CPI-U) for January of the renewal year, US City Average for all items (“CPI”) as published by the Government of the United States. The CPI will be determined based on the percentage increase in the CPI for the twelve (12) month period ending with the calendar month which is three (3) months prior to each anniversary of the Effective Date
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:

Implementation Cost
Project Management 200,000
Deployment 6,400
Analysis 99,200
Integrations 123,200
Modifications TBD
Organizational Change Management 32,000
Reporting & Dashboards 80,000
Configuration 208,000
Data Conversion 80,000
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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 11 Training 80,000
Testing & Mock Cutover 176,000
Cutover 40,000
Post Implementation Support 140,000
Subtotal 1,264,800
Implementation Contingency 300,000
Total 1,564,800
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:

Jeni Martin
Revenue Collections & Compliance Manager
City of Modesto
1010 10th Street
Modesto, CA. 95354 United States
[email protected]
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:
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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 12 ● 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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45 Queen Street
Charlottetown, PE
C1A 4A4, Canada
sprypoint.com
▪ Service Level Agreement
o November 2022
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 1 1 INTRODUCTION AND OVERVIEW ....................................................................................................3 2 DEFINITIONS ......................................................................................................................................4 3 SCOPE OF SERVICE/RESPONSIBILITIES .......................................................................................5

3.1 ONGOING SUPPORT AND SUBSCRIPTION SERVICES..............................................................................5

3.2 BILLABLE SERVICES ...........................................................................................................................8

3.3 QUOTE PROCESS...............................................................................................................................8

3.4 RATE CARD .......................................................................................................................................9 4 PERFORMANCE MEASUREMENT....................................................................................................9

4.1 SUPPORT LEVEL DEFINITIONS AND RESPONSIBLE PARTIES...................................................................9

4.2 ISSUE REPORTING............................................................................................................................10

4.3 ISSUE PRIORITIZATION, DEFINITIONS, RESPONSIBLE PARTIES, AND TARGETS ......................................11

4.4 TRIAGE............................................................................................................................................13

4.5 RESOLUTION....................................................................................................................................14

4.6 SYSTEM MAINTENANCE ....................................................................................................................14

4.7 DEVICE AND OPERATING SYSTEM SUPPORT ......................................................................................14

4.8 ISSUE POST-MORTEM PROCESS ........................................................................................................15

4.9 SUPPORT HOURS.............................................................................................................................15

4.10 HOLIDAYS ...................................................................................................................................15 5 SERVICE LEVEL AGREEMENTS ....................................................................................................16

5.1 SERVICE AVAILABILITY......................................................................................................................16

5.2 SERVICE CREDITS............................................................................................................................17 6 PERIODIC SERVICE REVIEWS .......................................................................................................17

6.1 PERIODIC REVIEW OF OPEN TICKETS AND OUTSTANDING ISSUES .......................................................17

6.2 PERIODIC REVIEW OF SERVICE LEVEL AGREEMENT PERFORMANCE....................................................17

6.3 ESCALATION ....................................................................................................................................18 7 RELEASE MANAGEMENT...............................................................................................................20 #7..
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 2 1 Introduction and Overview
SpryPoint’s applications are delivered as a service in the cloud. Integrating software development and support is the optimal way to serve customers. SpryPoint’s Customer Success Team works with the product engineers that build, implement, test, and maintain our applications.

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

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

The transition to the Customer Success team will occur when:
● All severity 1 and 2 issues have been resolved
● All severity 3 issues have a defined plan for resolution ● The Post Go Live Support as defined in the Statement of Work is complete ● A finalized punch-list of any outstanding items has been created and responsibilities assigned.

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

This Agreement is specific to SpryPoint’s software-as-a-service applications operating in a production environment as described in the current Pricing Schedule incorporated as part of this Agreement. Any non-production or test environments are expressly excluded from this or any other Service Agreement.
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SpryPoint Service Level Agreement
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.
“Business Hours” – means 8:00 a.m. – 4:00 p.m. Eastern Time, Monday – Friday (excluding holidays)
“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.
“Environment” – provides resources and services over the Internet and access through a web browser or client software.
● Production Environment – is where the latest version of the SpryPoint application is deployed and available to the intended users.
● Staging Environment – an environment, used for testing, that mirrors the production environment as closely as possible.
“Impact” – means the influence of an event on the organization or organization’s customers. “Issue” – is a disruption to everyday operations that may or may not have significant consequences.
“Lead” means the party with final decision-making authority, accountability, and responsibility for task completion; this party needs to make sure the work gets done. “Outage” means the total minutes the service is unavailable outside the scheduled maintenance window.
“Response Time” – means the number of Support Hours in which a member of the SpryPoint team will respond to a new issue.
“Resolution Target” – means the number of Business Hours in which an issue should be resolved following the identification of its root cause. “Update Frequency” – means the number of Support Hours in which the SpryPoint team will provide an update to an unresolved issue.
“Scheduled Maintenance” means the total minutes of planned maintenance activities per month. Currently, scheduled maintenance is 4 hours for weekly maintenance and 4 hours for monthly maintenance. Maintenance windows are defined further in System Maintenance and are subject to change on 30 days’ notice from SpryPoint. “Severity” – is used to understand the impact of an issue quickly and set priorities for resolution target and is measured by how severely the issue is affecting functionality. “Support Hours” – mean 8:00 a.m. – 8:00 p.m. Eastern Time, Monday – Friday (excluding holidays)
“Support Request” – means a request to support the resolution of an issue when further assistance is needed from technical experts.
“Tiers” – represents the complexity of the issue reported. #7..
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 4 “Total” means the total minutes the service is available less those exceptions listed under Service Availability.
3 Scope of Service/Responsibilities

3.1 Ongoing Support and Subscription Services

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

Item Responsibility
SpryPoint Client
Provide Tier 1 help desk and application support such as, user password management Assist Lead Attempt to resolve Tier 1 issues using existing knowledge base Assist Lead Maintain and update SpryPoint’s knowledge base and other documentation Lead N/A Make determination to escalate and submit Tier 1 issues to Tier 2 Assist Lead Service Request Management
Provide technical and functional troubleshooting for Tier 2 issues Lead Assist Work with Client to determine if an issue is for new system functionality (change) or requires assistance (bug)
Lead Assist
Provide a web-based system for issue tracking Lead N/A
Work with Client to assign proper severity of issue based on definitions Lead Assist Provide issue tracking and reporting Lead N/A
Work with client to resolve Tier 2 and Tier 3 issues Lead Assist Monitor, measure, and report on the status of Tier 2 and Tier 3 issues Lead Assist Resolve Tier 2 and Tier 3 issues Lead Assist
Provide analysis of recurring issues and establish a resolution or work around for such issues.

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

Lead Assist
Provide root cause feedback for all Severity Level 1 issues Lead Assist Escalate issues as needed Lead Assist
Promptly report outages and service interruptions Lead Assist Application Support
Provide application support to the functional process owners Lead Assist Address functional issues and questions involving “how to” raised by end-users Assist Lead Work with departments to leverage software to streamline business processes Assist Lead Assist with system functionality and process flow questions for software and reports Assist Lead Provide functional support for first time processing of critical client business processes Lead Assist #7..
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 5 Focused functional process support (i.e., end of year processing) Assist Lead Maintain application releases of the current software in the production environment Lead N/A Assist in reporting product issues to software vendor support and obtaining resolution Assist Lead Provide availability management and support Lead N/A
Provide maintenance and support for all integrations Lead Assist Provide maintenance and support for all reports Lead Assist Provide maintenance and support for all scheduled jobs Lead Assist Provide functional testing support Assist Lead
Deploy required application software Lead N/A
Provide post-deployment verification testing of required software Lead Assist Security Administration
Provide application security maintenance and administration Lead N/A Conduct user access management and review Assist Lead
Maintain and support firewall subsystem software components where applicable (e.g., patches and software upgrades) on Client hardware and software.

N/A Lead
Monitor virus/security alerts and vulnerabilities from manufacturers and determine appropriate action per procedure.

Lead Assist

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

Item Responsibility
SpryPoint Client
Hosting Services
Provide hosting services Lead N/A
Provide for a replicated system architecture Lead N/A
Provide disaster recovery services including system and data restoration Lead N/A Conduct periodic testing of the disaster recovery solution Lead N/A High availability and continuity of the service including load balancing to redirect traffic, multi-zone databases, auto-scaling instances based on application and processing load
Lead N/A
Provide for secure transmission of data being stored and/or archived Lead N/A Provide toll-free support line. Lead N/A
Provide hosting services Lead N/A
Database Management
Perform database administration Lead N/A
Perform database monitoring Lead N/A
Perform database tuning Lead N/A
Perform database security Lead N/A
Perform database procedures Lead N/A
Perform scheduled maintenance procedures Lead N/A
Perform database patching and updates/service packs Lead N/A #7..
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 6 Communicate patch and update impact analysis Lead N/A
Perform database capacity planning Lead N/A
Perform database refresh/clones Lead N/A
Perform database backup and recovery Lead N/A
Perform any data purging or archiving as required. Lead N/A Release Management
Assess impacts of new releases to the environment Lead Assist Perform Client-requested periodic refreshes of the non-production environments from the production environment up to twice per calendar month Lead Assist
Perform application upgrades Lead Assist
Perform maintenance pack installations Lead Assist
Perform emergency release updates as needed. Lead Assist Access Management
Manage administrative user access to the environments Assist Lead Manage user access at the operating level Assist Lead
Manage application users and their access to the various environments Assist Lead Performance Management
Monitor system performance Lead N/A
Monitor application performance Lead N/A
Monitor scheduled job performance Lead Assist
Analyze performance related issues to identify factors impacting performance Lead Assist

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

Item Responsibility
SpryPoint Client
Review and resolve technical issues with the system Lead Assist Assist with system debugging and issue resolution Lead Assist Resolve system technical issues with scheduled jobs and reports Lead Assist Answer technical questions for day-to-day maintenance Lead Assist Perform system administration Lead Assist
Provide system monitoring and tuning Lead Assist
Provide system capacity planning Lead Assist
Provide storage capacity planning Lead Assist
Provide workload management and support Lead Assist
Perform infrastructure maintenance and support Lead Assist Manage the testing of all application and system changes prior to applying to production Lead Assist Perform updates/service packs on application infrastructure Lead N/A #7..
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 7 Perform system patching and updates/service packs (desktop) N/A Lead Provide change bundling analysis to reduce the frequency and length of time required to apply changes
Lead N/A
Provide a back-out plan for changes to the various environments Lead N/A Apply code patches for application software Lead N/A
Implement minor technology updates Lead N/A
Provide system maintenance scheduling and coordination Lead N/A Report system outages and service interruptions Lead Assist Provide infrastructure monitoring and alerting Lead N/A Provide set-up, maintenance, and support for the following environments:

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

3.2 Billable Services
There will be instances where a client request is beyond the scope of the original contract. Any out-of-scope item is considered an enhancement or a change to the service and should be directed to our Customer Success team through regular support request options. Enhancement requests would include new functionality and features. Change requests would include changes to the services or responsibilities of the service.

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

3.3 Quote Process
The client may request additional services or modifications to the application at any time. All Changes will be documented and approved, regardless of whether there is an associated cost for the change.

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

The Change process is defined below. The Change must be approved by both SpryPoint and the Client before any work related to a Change is completed. ● Identify the requested Change
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 8 ● Identify and document the solution and scope of work associated with the Change requested
● Estimate required effort, and any associated costs
● Submit for review and approval by the Client and SpryPoint Management Team ● If not approved, no changes are completed, and the Change request is canceled ● If approved, SpryPoint will work with the client to schedule ● Monitor and report progress on the Change
● Communicate the Change resolution

3.4 Rate Card
Any billable services to the Service beyond go-live will be performed at the then prevailing rate as published by SpryPoint on an annual basis. Any enhancements will be implemented pursuant to the change control process as outlined in the Statement of Work. 4 Performance Measurement

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

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

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

Provide Tier 2 support for all SpryPoint
applications which includes:
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 9 SpryPoint’s experienced team are
available to:
● Assess issues
● Provide solutions
● Resolve issues
● Create new features
● Advanced technical and system
administration responsibilities which
may require application log, database
access, or other code-related
troubleshooting
● Clearly defined points-of-contact,
available to receive and appropriately
respond to issues from Tier 1 support
● Advice and assistance for the
applications and non-programming
activities in direct support of users
● Advise Client personnel of estimated
time to resolve an issue after root
cause diagnosis
● Provide status updates during issue
resolution
● Escalate Tier 2 support issues to Tier
3 support at our sole discretion
3 A level of product and service support
provided by SpryPoint resources (such
as product managers or product team)
Provide Tier 3 support for all SpryPoint
applications which includes:
● Data fixes
● Code-related troubleshooting
● Bug fixes

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

To report an issue, submit a support request by:
● Support widget (must be enabled in-app)
● SpryPoint Helpdesk Portal - support.sprypoint.com
● E-mail – [email protected]
● Phone - 855.TRY.SPRY
Issue reporting shall be available twenty-four (24) hours a day, seven (7) days a week, and 365 days a year.

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

Criteria Description/Examples
Date and Time When did the issue start?
Product/Function SpryCIS – Meter Reading
General Description Describe the issue you are experiencing as well as the expected results #7..
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 10 Replication How to replicate the issue
Severity Per the severity levels defined in this document Operating System iOS, Android, Windows, MacOS
Device iPad, Chromebook, Microsoft Surface, MacBook
Browser Chrome, Safari, Edge, Firefox
Screenshots Screenshots of the error will help with troubleshooting Support requests are submitted to report issues. Once submitted, Client will receive an automated response indicating the request has been received as well as a ticket number.

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

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

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 application to provide new functionality or a new feature.

Training Issue/Question – Client does not understand how or why something is behaving the way it is or needs to understand options to change the base 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 Issue Prioritization, Definitions, Responsible Parties, and Targets Severity
Level
Example Response
Target
Resolutio
n Target
Update
Frequenc
y
1 – Urgent Client’s business is not operational due to
significant performance issues or outage,
creating a substantial impact financially or by
the number of customers affected.

Critical business function(s) cannot be
performed and/or a key component is
unavailable or is non-functional. There is no
immediate work around.
1 hour 4 hours 1 hour
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 11 Urgent issues have top priority until resolved
Examples of Severity 1 issues includes but are
not limited to:
● System is unavailable (outage),
● Unable to perform a key function such
as calculation of bills or billing process,
● A key function is malfunctioning,
creating a severe financial/customer
impact
● Any event that impacts more than
20% of the customer base.
● Severity Level 1 issues are subject to
an Issue Post-mortem by SpryPoint
2 – Critical Client’s business is operational but the ability to perform business functions is severely
impacted.

A critical business function or functions are
partially operational or operating by use of a
workaround only sustainable for a short period
of time.

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

Examples of Severity 2 issues includes 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)
2 hours 16 hours 4 hours
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 issues includes but are
not limited to:
● Single account issue
● Business function has a slight
restriction of function of non-critical
nature
4 hours 160 hours 40 hours
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 12 ● A work around is required to maintain
normal operations
● Non-performance impacting defect
4 – Not
Urgent
The service is fully functional but may contain
a cosmetic flaw, or misspelling.

There is no operational, financial, or customer
impact.

Examples of Severity 4 issues include, but may
not be limited to:
● A button is out of alignment on the
user interface
● Question regarding configuration or
functionality
● General inquiries
8 hours 200 hours Upon
resolution
5 Enhancement request 16 hours As defined
in change
process
noted in the
Statement
of Work
As defined
in change
process
noted in the
Statement
of Work

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

During this initial contact, the team has several objectives:

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

2. Document the use case where the issue occurs.

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

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

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

6. Resolution

4.5 Resolution
Issue Resolution indicates that the issue has been addressed and resolved, pending confirmation from Client’s power user. If for any reason Client is not satisfied with the resolution, Client may request the issue to be re-opened. #7..
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 13

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 plan Scheduled Maintenance to coincide with Client’s IT system maintenance windows and outside the hours of 8:00 a.m. and 4:00 p.m. Eastern Standard Time.

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

SpryPoint will promptly notify Client’s designated contact of any downtime and provide confirmation once full functionality is restored.

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

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

Action Objective
Summary of what happened ● Which services and customers were affected? ● How long and severe was the issue?
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 14 ● Who was involved in the response?
● How was the issue resolved?
Root cause analysis ● What were the origins of failure? ● Why do we think this happened?
Steps taken to diagnose, assess, and
resolve
● What actions were taken?
● Which were effective?
● Which were detrimental?
Timeline of significant activity Centralize key activities from monitoring tools, ticket management, issue details as well as internal and
external communications.

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

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

After-hours, on-call support is available when requested. This provides extra support when migrating, updating, or upgrading integrated line of business applications. After-hours, on-call support rates will be in accordance with the current Rate Card (Section 3.3).

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

Holiday Date (on or around)
New Year’s Day* January 1
Provincial Holiday Third Monday in February
Good Friday Late March/Early April
Victoria Day Third Monday in May
Canada Day* July 1
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 15 Civic Holiday First Monday in August
Labour Day First Monday in September
National Day of Truth and Reconciliation September 30
Thanksgiving (Canadian) Second Monday in October
Remembrance Day* November 11
Christmas Day* December 25
Boxing Day* December 26
*If a holiday falls on a weekend, it will be observed the following Monday. 5 Service Level Agreements
Service Level Agreements (SLAs) provide clarity around the commitments to deliver the Service and set expectations for both parties relative to the Client’s business and the impact/role of the Service within the Client’s business.

5.1 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 issues beyond the demarcation point of SpryPoint; (ii) that result from Client’s equipment software or other technology such as metering technology, payment and data processing services, networking technology and/or third-party equipment, software, integration services or other technology (other than third party equipment within our direct control); (iii) that result from any scheduled maintenance as provided for pursuant to this Agreement; or (iv) arising from SpryPoint’s suspension and termination of Customer’s right to use Software.

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

1. First month of missed service availability or issue resolution target, SpryPoint and Client will meet to discuss possible corrective actions
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 16

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

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

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

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

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

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

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

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

6.2 Periodic Review of Service Level Agreement Performance Such reviews will be held annually (or on a periodic basis as agreed by both parties). Either party may request the review. The review will be led by the Manager of Customer Success and shall include:
● 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:
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 17

6.3 Escalation
In the unlikely event that a customer needs to escalate an issue beyond the Customer Success Analyst in charge, the following is the path of that escalation:

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, Manager, Customer Success
[email protected]
Office: 902.510.1770
Mobile: 902.213.0950
Kyle Strang, Managing Partner
[email protected]
Office: 617.939.9016
Mobile: 902.476.7930
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 18 7 Release Management
We provide application releases on a two-week interval.

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

Product Releases:
● Release Notes are sent to the primary contacts in the organization. However, anyone can be added to the distribution list.
● Release Notes will be provided before deployment to your production environment. ● Releases are deployed after standard business hours and live in the system the next business day.
● New features and functions are disabled by default when deployed. ● Customer Success is available to assist your team in determining if enabling a new feature is right for your organization.
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Insurance Exhibit
45 Queen Street
Charlottetown,
PE sprypoint.com
C1A 4A4, Canada
My title Emphasized
Subtitle
May 4, 2022
Author
Exhibit D – Insurance Coverage
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Insurance Exhibit
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
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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 2

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 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 #7..
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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 3 under this agreement. Insurance coverage for this agreement will be at a minimum as follows:
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My title Emphasized
Subtitle
May 4, 2022
Author
Exhibit E – Security Overview
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 1 Table of Contents

1. Overview 2

2. Personnel 2

2.1. Personnel Overview 2

2.2. Security Awareness & Training 2

2.3. End User Devices 3

2.4. Access Control 3

2.5. Physical Security 4

2.6. Monitoring 4

2.7. Control Assessments 4

3. Data Integrity & Privacy 4

3.1. Data 4

3.2. Personally Identifiable Information (PII) 5

3.3. Secure Disposal 5

4. Secure Application & Infrastructure Development 5

4.1. Least Privilege 5

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 6
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Exhibit E – Security Overview
2 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

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.
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Exhibit E – Security Overview
3 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

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:
● 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. #7..
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Exhibit E – Security Overview
4 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

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.

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].
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Exhibit E – Security Overview
5 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

3.2. Personally Identifiable Information (PII)
Confidential PII is compartmentalized and encrypted with unique recordlevel 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.

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. #7..
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Exhibit E – Security Overview
6 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved

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.
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Exhibit F
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. #7..
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“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

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. #7..
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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 the Personal Information/ Personal Data only for the purpose of delivering the Services under the Agreement to Client.

2.3. SOC 2 Compliance. Upon request, SpryPoint can provide Client with a copy of its SOC 2 Type I report which attests to the controls at a service organization. SpryPoint is currently undergoing an audit for SOC 2 Type II 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.

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; #7..
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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 Heroku United States www.heroku.com Cloud
Infrasturcture
Twilio United States www.twilio.com SMS Delivery
Iservice
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

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”). #7..
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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 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.
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9. Audit
SpryPoint completed SOC2 Type I in 2022. 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 II report (“Audit Report”), which will be SpryPoint’s Confidential Information. The Audit Report can be made available to Client upon written request no more than annually subject to the confidentiality obligations of the Agreement or a mutually agreed nondisclosure 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”). After such Retrieval Period, SpryPoint will have no obligation to maintain or provide any Client Data and shall thereafter, unless legally prohibited, delete all Client Data by deleting Client’s Tenant. provided, however, that SpryPoint will not be required to remove copies of the Client Data from its backup media and servers until such time 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. California Consumer Protection Act. This DPE applies to any consumer, member, visitor, user and any others who are a “resident” of the State of California as defined under Title 18 of the California Code of Regulations Section 17014 and is meant to comply with the California Consumer Protection Act of 2018 (“CCPA”).
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12. General Provisions

12.1. 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.

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

12.3. Conflict. This DPE is subject to the non-conflicting terms of the Agreement. With regard to the subject matter of this DPE, 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. In all other inconsistencies the Agreement shall prevail.

12.4. Client Affiliate Enforcement. Client’s Affiliates may enforce the terms of this DPE directly against SpryPoint, subject to the following provisions:

12.4.1. 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

12.4.2. 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.

12.5. 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.

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

12.7. Data Encryption. It will be the city's determination if any PII (DOB, SSN, Driver's license) is being asked to store for business reasons. If none (California does not usually collect SSN or much PII), there is no PII. Please note, we will NOT hold credit card numbers. If PII is deemed to be important, SpryCIS will configure the type of PII to label, what level of digits to allow visible, and will encrypt the data at the database level and in transit. #7..
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5474758.1
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Software
Navigatio
n
Account
and
Customer
Mgmt
Rates
and Calc
Billing Collectio
ns Mgmt
Service
Orders
Backflow Online
Portal
Reportin
g
Conserva
tion
Technical
Discussi
on
Implemen
tation
Total
Average
for Each
WSC
Member
Mel Toering 3.8 3.9 3.7 3.5 3.7 3.8 3 3.6 4 4 3.2 3.5 3.64 JD Main 3 3 3 3 3 3 3 3 3 3 3 3 3.00
Michael Valdiris 3.5 3.5 4 4 3.5 3.5 2 3.5 3 3 3 4 3.38 Marena Lertch 3.75 3.5 3.75 3.75 3 3 3 4 3 3 4 3 3.40
Elizabeth Gillitzer-Gallardo 4 4 3.5 4 3.75 3 3 3.5 3.5 3.5 3.5 3.5 3.56 TOTAL 3.61 3.58 3.59 3.65 3.39 3.26 2.80 3.52 3.30 3.30 3.34 3.40 3.40 Mel Toering 3.5 3.7 3.5 3.7 3.5 3.5 3.5 3.7 3.9 3.7 3.5 3.5 3.60 JD Main 3 3 3 3 3 4 3 3 3 3 3 3 3.08
Michael Valdiris 3.5 3.5 3 3 3.4 4 4 3.5 3 3.5 3 3 3.37 Marena Lertch 3 3.5 3.5 3.5 3.5 3 3.5 3 3 3.75 3.5 3 3.31 Elizabeth Gillitzer-Gallardo 3.75 4 3 3 3 3.75 3.75 3.5 3.5 3.5 3.5 3 3.44 TOTAL 3.35 3.54 3.20 3.24 3.28 3.65 3.55 3.34 3.28 3.49 3.30 3.10 3.36 Mel Toering 3 3 3.5 3.5 2.8 3 2.5 3.5 2.5 2.5 1.5 2 2.78 JD Main 3 3 3 3 3 3 3 3 3 3 3 3 3.00
Michael Valdiris 2 2 2 2 2 2 2 2 2 2 2 2 2.00
Marena Lertch 3 3 2 3 3 2 2 3 2.5 2 2 3 2.54
Elizabeth Gillitzer-Gallardo 3 2.5 2 2.5 2 2.5 2 2 1.5 2 2 2 2.17 TOTAL 2.80 2.70 2.50 2.80 2.56 2.50 2.30 2.70 2.30 2.30 2.10 2.40 2.50 Mel Toering 2.9 2.8 2.3 2 3.5 2 2.8 2.5 2 2.5 2.4 2.75 2.54 JD Main 3 3 2 2 2 3 3 3 3 3 2 3 2.67
Michael Valdiris 2 2 2 2 2 2 2 2 2 2 2 2 2.00
Marena Lertch 2 2 3 2.75 2 2.5 2 3 3 2 3 3 2.52
Elizabeth Gillitzer-Gallardo 2.5 2.5 2 2 2 2 2 2 2 2 2 2 2.1 TOTAL 2.48 2.46 2.26 2.15 2.30 2.30 2.36 2.50 2.40 2.30 2.28 2.55 2.36

WSC SCORES
Itineris
SpryPoin
t
Tyler
Infor
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Infor Itineris SpryPoint Tyler
Software Licensing (If Applicable) $0 $0 $0 $0
Hardware Cost (If Applicable) $0 $0 $0 $4,075
Implementation Services (including
training, project management, conversion,
interfaces/integrations, etc)
$2,895,108 $2,796,750 $1,225,000 $907,820
Ten /10) Year Recurring Cost (e.g.

Maintenance/Annual Support/SaaS fees)
$1,684,038 $6,188,684 $4,562,624 $3,524,145
Estimated Travel Expenses $117,000 $400,000 $125,000 $133,760 Other Costs $0 $0 $0 $0
System Grand Total (Ten Year Investment) $4,694,830 $9,385,434 $5,912,624 $4,569,800 Year One (1) Recurring Cost (e.g. Year One
(1) Maintenance/Support/ SaaS fees
$150,000 $381,060 $398,000 $343,819
Payment Terms Net 30 Negotiated in contract
phase
Net 30 Please see attachment
Implementation Schedule 16 Months Please refer to our
proposed timeline
submitted as part of our
RFP Response
Same as Included In RFP
Response
Start Date Jan 2021
Warranty Please see Infor’s standard
agreements for applicable
warranties
Please refer to our
proposed language
submitted as part of our
RFP Response

N/A N/A
Best and Final Offers
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