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Full -Service Equivalent ("FSE") Count Table
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FSE Population Category
Baseline FSE Count
Full Enterprise
551
United States -based employees
551
Named Support Contacts Table
Number of Named Support Contacts*
*Named Support Contacts are the contacts that may request and receive support services from Workday and must be trained on the Workday product(s) for which they initiate support requests. 6 Customer Contact Information
Billing, In Care of
Customer Support
Subscriptions Contact
Contact Name
Accounts Payable
Help Desk
Accounts Payable
Street Address
City/Town,
State/Region/Co
unty, Zip/Post
Code, Country
110 E Cook St
Santa Maria
California, 93454
United States
110 E Cook St
Santa Maria
California, 93454
United States
110 E Cook St
Santa Maria
California, 93454
United States
Phone/Fax #
(805) 925-0951 ext. 1672
(805) 925-0951 ext. 2451
(805) 925-0951 ext. 1672
Email (required)
accountspayable@cityofsanta
maria.org
helpdesk@cityofsantama
ria.org
accountspayable@cityofsanta
maria.org
For customers based in the U.S., certain portions of the Service included in this Order Form can be used with optional downloadable software components ("Downloadable Components"). Any applicable tax for Downloadable Components will be separately presented on the invoice based on a valuation attributed to the Downloadable Components. As of the Order Effective Date, there is no value attributed to any of the Downloadable Components.
This Order Form is subject to and governed by the MSA. In the event of a conflict, the provisions of this Order Form take precedence over the MSA and its exhibits and attachments. The parties further agree to the terms in the following Additional Terms and Conditions Addendum(s): Planning, Learning, Media Cloud, Innovation Services, located at https://www.workday.com/en-us/legal/contract-terms-and-conditions/index.html . Any Service SKU described in this Order Form is a Covered Service under the Workday Universal DPE and Workday Universal Security Exhibit. All remittance advice and invoice inquiries shall be directed to [email protected].
THE VALIDITY OF THIS ORDER FORM IS CONDITIONED ON WORKDAY RECEIVING A FULLY SIGNED COPY OF THIS ORDER FORM NO LATER THAN NOON PACIFIC TIME ON JANUARY 31, 2024 ("Deadline').
Notwithstanding the foregoing, Workday reserves the right to accept an Order Form signed after the Deadline in Workday's sole discretion and will provide confirmation of its acceptance by adding its initials on the Order form after the Deadline if it deems fit.
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ADDITIONAL ORDER FORM TERMS ADDENDUM
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1. General.
Unless otherwise defined herein, capitalized terms used in this Order Form have the same meaning as set forth in the MSA. The Total Subscription Fee is based on the maximum indicated in the Subscription Rights Table and any use in excess of such maximum(s) indicated will be subject to the Growth and Expansion section herein. Annual Subscription Rights limits may not be decreased during the Order Term.
2. FSE Metric Calculation and Worker Category Definitions.
The total FSE Count is calculated by categorizing each Worker to one of the Worker Categories below, multiplying the applicable number of Workers by the Applicable Percentage, and then adding the FSE Count for each Worker Category.
FSE Calculation Table:
Worker Category
Total Workers
Applicable
Percentage
FSE Count
Full Time Employees
520
100.0%
520
Part -Time Employees
55 25.0%
14 Associates
130
12.5%
17 Former Workers with Access
0 2.5%
0 Total FSE Count:
705
551
The Service may be used by Customer only for the Worker Categories listed above and as defined below. "Full -Time Employee" is an employee of Customer regularly scheduled for more than twenty hours per week regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive employee benefits in accordance with Customer's internal standard practices. A Full -Time Employee will be considered non -temporary if they are hired to work for a period of more than 3 months in a given year. "Part -Time Employee" is an employee of Customer regularly scheduled for twenty hours per week or less regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive employee benefits in accordance with Customer's internal standard practices. A Part -Time Employee will be considered non -temporary if they are hired to work for a period of more than 3 months in a given year. "Associate" is an individual not counted as a Full -Time or Part -Time Employee but in one of the following categories: temporary employees, independent contractors and affiliated non -employees including, but not limited to, volunteers and vendors whose Active Records are in the Service. "Former Worker with Access" is a former worker that continues to have access to the Service through the Employee Self -Service features. Former Workers with Access are only included in the Subscription Rights for the Human Capital Management Service.
Former Workers with Static Records shall be excluded from the FSE calculation but may continue to be maintained in the Service. "Static Records" are records in the Service for workers with whom Customer has no further relationship and to whom Customer does not provide self-service access. Static Records include former worker records used solely for historical reference. All other worker records are "Active Records". ©2023 Workday v23.8 Page 3 of 9
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3. Additional Metric Definition(s).
Additional Metric Definition Table
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Metric
Definition
PRA
Published Data Rows
The total number of data rows capable of being reported upon in Customer's PRA data catalog. Workday will consider any published row that exceeds 1,000 characters as multiple data rows in 1,000 -character increments. Published Data Rows are measured separately for each Tenant.
PRACU
Published Data Rows
The total number of additional data rows capable of being reported on in Customer's PRA data catalog. These data rows are in addition to Customer's existing Published Data Row entitlements under Customer's PRA subscription and any
other PRACU subscription(s). Workday will consider any
published row that exceeds 1,000 characters as multiple data rows in 1,000 -character increments. Published Data Rows are measured separately for each Tenant.
4. Growth and Expansion.
A. Annual Reporting Obligation.
Customer will report to subscriptionsAworkday.com no earlier than 90 days and no later than 60 days ("Annual Reporting Period") based on the number of Active FSE Worker Records and Additional Metrics provided below, as applicable, as of 90 days ("Count Date") prior to each anniversary of the Order Term start date. Customer agrees to pay fees for any excess Subscription Rights at the Expansion Rates described below to cover the period from the anniversary of the Order Term start date immediately following the Annual Reporting Period through the subsequent anniversary date (each a "Reporting Cycle"). Customer understands that an order form will be required to document any annual fees due pursuant to this section in its entirety. Such order form must be executed no later than 30 days prior to each anniversary of the Order Term start date until the Renewal (as defined below), at which time the Annual Reporting Obligation will be incorporated into the Renewal Term. a. FSE Metric Reporting.
Reporting for Active FSE Worker Records is based on the additional FSE Workers which are defined as any Active FSE Worker records exceeding the Baseline FSE Count.
FSE Expansion Table
SKU
Annual FSE Expansion Rate
All Service SKU(s) with the FSE Pricing Metric in the
Subscription Rights Table unless stated otherwise
within this table
697.35
USP
71.02 CCB
28.41 b. Additional Metric Reporting based on highest daily number.
Reporting for the following SKU(s) is based on the highest daily number set forth in the Subscription Rights Table for the 12 -month period preceding the Count Date. For avoidance of doubt, Customer understands the reporting for Year 1 is based on the 9 months preceding the Annual Reporting Period. i. Additional Metric Expansion Table
SKU
Additional Metric Increase
Annual Expansion Rate for
Additional Metric Increase
PRACU
Each increment of 10M Additional Published Data
Rows
20,000
©2023 Workday v23.8
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B. Growth Event Reporting Obligation.
In addition to the Annual Reporting Obligation, if Customer exceeds any Subscription Rights by 10% or more ("Growth Event") as a result of any one-time addition of Workers (e.g., M&A), Customer must report the excess Subscription Rights to [email protected] within 30 days of the Growth Event. Customer agrees to pay the applicable annual fees from the start date of the Growth Event through the subsequent anniversary date which will be documented under a separate order form.
C. Growth Discount
Notwithstanding the foregoing, Customer may reduce the FSE Expansion Rate ("Growth Discount") in the event that Additional FSE Workers result in an increase of the Baseline FSE Count by ten percent (10%) or more. Customer will be entitled, at Customer's request, to the Growth Discount on the fees for those Additional FSE Workers through the next Subscription Period. Customer must request the Growth Discount via [email protected] on the Annual Reporting Date for the Growth Discount to apply. The Growth Discount will not be retroactively applied to any growth Order Form executed prior to such request.
Increase in FSE Workers over Baseline FSE Count Discount (%)
10.00% - 19.99%
20.00% - 29.99%
30.00% - 39.99%
40.00% - 49.99%
50% or more
2%
4%
6%
8%
Good Faith Negotiation
Subscription Fees for Additional FSE Workers are due in accordance with the terms of the Agreement. An Order Form will be required to document annual fees due pursuant to this section.
5. Renewal.
Customer may renew its subscription for the Service by notifying Workday prior to the end of the Order Term and Workday will generate a new Order Form for a single five-year renewal term ("Renewal Term") at the below pricing. Such order form must be executed no later than 30 days prior to the end of this Order Term.
Renewal Table
Renewal Term Years
(Annual Renewal Subscription Fees
1st year of Renewal Term
Base Subscription Fee x (1+ (2% Innovation Index + Renewal Term CPI, not to exceed a combined total of 5%))
2nd year of Renewal Term
Previous Year Subscription Fee x (1+ (2% Innovation Index + Renewal Term CPI, not to exceed a combined total of 5%))
3rd year of Renewal Term
Previous Year Subscription Fee x (1+ (2% Innovation Index + Renewal Term CPI, not to exceed a combined total of 5%))
4th year of Renewal Term
Previous Year Subscription Fee x (1+ (2% Innovation Index + Renewal Term CPI, not to exceed a combined total of 5%))
5th year of Renewal Term
Previous Year Subscription Fee x (1+ (2% Innovation Index + Renewal Term CPI, not to exceed a combined total of 5%))
The "Base Subscription Fee" is $440,925. If the final Period is a partial year, Base Subscription Fee is the annualized value of the final Annual Period Subscription Fee. The Expansion Rates for the Renewal Term shall be increased by the same percentage as the Annual Renewal Subscription Fees per year in the Renewal Table.
Fees for the Renewal Term are due by the first day of each corresponding year of the Renewal Term. Individual payments shall match the Annual Renewal Subscription Fee as defined in the Renewal Table above. If Customer wishes to procure any additional SKUs or Subscription Rights for a Renewal Term that are not included in the Base Subscription Fee, fees for those items will be in addition to the fees anticipated under this section. ©2023 Workday v23.8 Page 5 of 9
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Alternatively, upon Customer's request, Workday will provide its then -current prices for renewal of this Order Form and will engage in good faith negotiations regarding Subscription Fees for Customer's use of the Service for a period of time following completion of the Order Term ("Renewal Term"). Customer understands that the Subscription Fees for the Renewal Term will be negotiated with consideration given to the FSE Expansion Rate set forth in this Order Form. The Renewal Term and the Subscription Fees during the Renewal Term ("Renewal Fees") will be documented with a new Order Form. Renewal Fees are due by the first day of the Renewal Term to ensure continuous Service.
6. One -Time Reduction Option. Beginning on the second anniversary of the Order Term start date, if Customer's annual reporting required in the Growth and Expansion section ("Annual Reporting") results in a decrease of FSE Workers below the highest Baseline FSE Count, Customer may request a one-time adjustment to the Subscription Fees during the Order Term. The one-time adjustment to the Subscription Fees and Subscription Rights will be calculated based on the FSE decrease percentage (which will be determined by dividing the FSE reduction amount by the highest Baseline FSE Count), not to exceed 5%. In the event such adjustment in Subscription Fees occurs, the adjustment will be applicable only to the Subscription Fees in the subsequent Subscription Periods listed on this Order Form. Such reduction will be documented through an amendment to this Order Form ("One-time Reduction Option Amendment"). Customer must report the decrease in the Baseline FSE Count in conjunction with Customer's Annual Reporting. Any failure to report within thirty days prior to Customer's Annual Reporting Date will invalidate this option. This decrease in fees may not be applied retroactively to any previous period already reported to Workday. Notice of the reduction in Baseline FSE Count must be sent to subscriptionsAworkday.com.
7. Additional Definitions (as applicable).
"CPI" means the consumer price index established by the United States Department of Labor for All Urban Consumers, US City Average, All Items (change in annual average). "Renewal Term CPI" means CPI established for the calendar year prior to the most recent February 1 preceding the Renewal Term, if a positive number.
"Innovation Index" means the fixed annual rate of increase in Subscription Fees based on improved Service functionality and performance that is a result of Workday's efforts and investment in product development and infrastructure.
8. Additional Scope of Use Terms.
Prism Analytics. Customer may import and utilize third party data (including any data services that Workday may make available to Customer) with PRA but only to the extent Customer has independently obtained all necessary rights and licenses to do so and Customer's use of such data is in compliance with such data provider's terms of use and applicable Laws. PRA is not provided in a PCI compliant environment so it may not be used for PCI data. Customer may monitor its own usage in PRA and manage Published Data Rows by unpublishing, filtering and republishing, or deleting data, in order to keep its usage of PRA below the Published Data Rows limits set forth above, or Customer may purchase additional Published Data Rows entitlements (set forth in the "Growth and Expansion" section above). Workday reserves the right to monitor the number of Published Data Rows by Tenant used by Customer. Customer understands that if at any time Customer exceeds the Data Limit then Customer may experience reduced performance of the Tenant. "Data Limit" for each Tenant is the sum of the Published Data Row entitlement as set forth in the "Subscription Rights Table" above for a particular Tenant and any additional current Published Data Row entitlements purchased by Customer. ©2023 Workday v23.8 Page 6 of 9
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day
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9. One Time Terminations Rights.
Customer may terminate this Order Form for convenience by providing thirty (30) calendar days written notice to Workday ("Notice of Termination for Convenience"), subject to the following:
(a) Customer shall pay Workday all amounts due to Workday for services provided by Workday up to the date of termination and any costs reasonably incurred by Workday to close out the Agreement ("Termination for Convenience Costs"). Workday shall submit its claim for Termination for Convenience Costs to Customer within thirty (30) calendar days of the date of the Notice of Termination for Convenience. Customer will pay approved Termination for Convenience Costs within thirty (30) calendar days of receipt of Workday's claim for such costs. Such approval shall not be unreasonably withheld. (b) Customer agrees that its right in this section to terminate this Order Form for convenience is conditioned upon Customer's payment to Workday a termination fee of ten percent (10%) of the subscription fees due to Workday for the Subscription Term. Customer and Workday agree that any fees paid to Workday prior to the date of termination under this Section are not refundable. (c) Notwithstanding the foregoing, the parties agree that this one-time termination right shall expire on the first anniversary of the execution date of the Main Subscription Agreement. In the event this right is not used prior to then, it shall cease to exist and Workday and Customer shall be obligated to perform in accordance with the remainder of the Agreement and associated Order Forms. ©2023 Workday v23.8 Page 7 of 9
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WORKDAY SERVICE SKU DESCRIPTIONS ADDENDUM
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Customer may only use the Service SKUs subscribed to as indicated in the body of this Order Form.
Service
Description
Core Human Capital Management
Workday Core HCM supports an organization in organizing, staffing, paying, and developing its global workforce. Workday Core HCM includes global human resources management (workforce lifecycle management, organization management, worker profile, compensation, business asset tracking, absence, and employee benefits administration). Workday Core HCM includes connectors that facilitate integration to select Workday partners that provide capabilities including: recruiting, learning, time and attendance, and user account provisioning (LDAP/Active Directory).
Talent Optimization
Talent Optimization includes talent and performance functionality (goals, development plans, employee performance reviews, talent and performance calibration, feedback, check -ins, succession, mentors and connections, competency management, talent pools, and talent matrix reports). Talent Optimization also includes features (if and when available) that enable organizations to optimize their workforce and workers to optimize their careers. It supports talent mobility by connecting an organization's workforce with internal opportunities matched to their skills, experience, and interests. It also guides workers and enables them to explore potential opportunities. This SKU requires customers to maintain an active subscription to Innovation Services and opt -in to the corresponding Innovation Service.
Cloud Connect for Benefits '
Cloud Connect for Benefits extends Workday HCM by providing integration to a growing catalog of benefits providers, including: health insurance, health and flexible spending accounts, retirement savings _ plans, life insurance, AD&D insurance, and COBRA administrators.
Payroll for United States
Workday Payroll for US supports the creation and management of Payroll for U.S. employees. Configure earnings, deductions, accumulations, and balances. Identify tax authorities each company wishes to withhold for.
Manage worker tax data, payment elections, involuntary withholding orders, and payroll input. Calculate, review/audit, and complete payrolls and settlement runs. Configure and calculate payroll commitments.
Workday Payroll includes connectors that facilitate integration to select Workday partners that provide capabilities, including: time and attendance, tax filing, check printing, and direct deposit.
Learning
Workday Learning supports an organization in training and developing its workforce. This includes the ability to manage, organize and deliver learning content using Media Cloud, and to leverage Workday HCM data to create targeted learning campaigns. A variety of learning content is supported - including but not limited to video, packaged third -party content, and user -generated content. Workday Learning also offers the ability to manage certifications and instructor -led course enrollments, and to gather feedback and analytics relating to the learning experience.
Media Cloud - No Fee
Workday Media Cloud is a media content management system that consists of Workday's storage, encoding, caching, playback, streaming, and related service components as provided by Workday for customers of the Workday Service. A variety of learning content is supported by Media Cloud, including but not limited to video, packaged third -party content, and user -generated content.
Cloud Connect for Learning
Cloud Connect for Learning extends Workday Learning by providing integrations to third party content providers. This includes the ability to search third party learning course information, access leaming courses, and, if and when available, track and retain records. This SKU requires an active subscription to Workday Learning. It also requires customers to maintain an active subscription to Innovation Services and opt in to the corresponding Innovation Service.
©2023 Workday v23.8
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Core Financials
_
Core Financials provides traditional financial management and accounting functionality, including financial management, accounting and reporting, financial consolidation, supplier accounts, customer accounts, business assets, cash management, budgets, contracts, billing and revenue recognition. Core Financials includes connectors that facilitate integration to select Workday partners that provide capabilities, including customer relationship management, electronic payments and customer payments via credit card.
Grants Management
Workday Grants Management enables organizations to administer and report on awards from the federal government, foundations, or other funding institutions. Workday Grants Management includes functionality to track and manage sponsors, awards, grants, and grant hierarchies. It also includes capabilities to calculate facilities and administration costs, and to bill and report to sponsors.
Financial Planning
Financial Planning provides the ability for Customer to create financial planning models for the purpose of supporting the financial planning process. Workers may interact with the financial planning model for the purposes of data entry, forecasting, reporting, and analysis.
Prism Analytics Enterprise
Workday Prism Analytics is an analytics application that provides Workday customers the ability to blend and analyze Workday data and non - Workday data from multiple sources. Workday Prism Analytics includes a data repository for storage and management of data, data preparation tools for transformation and blending of data from various sources, and tools to explore and analyze the data.
Projects
Projects enables organizations to create and manage projects, initiatives, and other types of work. This includes the ability to build project plans and utilize project breakdown structures that include phases, tasks, and milestones as well as plan, staff, and track projects, capital projects, initiatives, and work efforts.
Time Tracking
Workday Time Tracking supports an organization in collecting, processing, and distributing time data for its global workforce. Workday Time Tracking module includes the following capabilities: basic time scheduling, time entry (hourly, time in/time out), approvals, configurable time calculation rules, and reporting.
Expenses
Workday Expenses supports employee expense processing. Workday Expenses includes self-service and administrative functions to support employee expense reporting and reimbursement, including expense reports, global expense rules, approvals, reimbursement, credit card integration and spend analytics. Workday Expenses also includes connectors that facilitate integration to partners that provide capabilities, including corporate card transactions and support for 'punchout' to suppliers.
Procurement
Workday Procurement includes procure to pay functionality to address spend for goods, contingent workers, and deliverable services. Manage suppliers, supplier contracts, requisitions, purchase and change orders, receipts, and goods and services sourcing. Maintain purchase items, catalogs, and a supplier portal. Track and analyze time, activity, and spend. Create receipt accruals for approved, but not yet invoiced receipts.
Workday Procurement includes connectors that facilitate integration to partners that provide capabilities, including: corporate card transactions, and support for 'punchout' to suppliers.
©2023 Workday v23.8
Order Form to MSA with City of Santa Maria
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ORDER FORM 00436571.0
00436571.0
Customer Name
City of Santa Maria
Workday Entity
Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
MSA Effective Date
See MSA executed herewith
Order Effective Date
The later of the dates of the parties' signatures on the Signature Document Order Term
January 31, 2024 through January 30, 2025
Currency
USD
Total Subscription Fee
0 Item Description
Price Per Rising
Pass
Quantity of
Passes
Total Fees (List)
Total Fees
(Discounted)
Rising Passes
2,634
3 $7,902
$0
Term: 2024-2025
This Order Form is only valid and binding on the parties when executed by both parties. Prior to attendance, City of Santa Maria shall complete the Workday Rising registration process at https://rising.workday.com/ , as may be updated by Workday in future years. The fees under this Order Form for Rising Passes are non - cancellable and non-refundable and may not be applied to any other Workday offering.
Customer Contact Information
Billing, In Care of
Contact Name
Accounts Payable
Street Address
City/Town, State/Region/County, Zip/Post Code,
Country
110 E Cook St
Santa Maria, California, 93454
United States
Phone/Fax #
(805) 925-0951 ext. 1672
Email (required)
[email protected]
©2023 Workday v23.12 Page 1 of 1
Order Form to MSA with City of Santa Maria
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Master Subscription Agreement
This Master Subscription Agreement, effective as of. , is by and between SpryPoint Services, Inc. ("SpryPoint) a Canadian Corporation with offices at 45 Queen Street, Charlottetown, PE C1A 4A4 and The City of Santa Maria ("Client") with offices at 110 E. Cook Street, Santa Maria, CA, 93454.
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 — Pricing Schedule
3. Exhibit B — Service Level Agreement
4. Exhibit C — Insurance Requirements
5. Exhibit D — Security Provisions
6. Exhibit E — Data Processing
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 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,
ATTACHMENT E
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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 ("Pr) 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 a Statement of Work. "Malicious Code" means viruses, worms, timebombs, trojan horses and other malicious code, files, scripts, agents or programs.
"Messaging Service" means SpryPoint's alerts, notifications, communications, campaigns & messaging capabilities provided with the Service.
"Parties" Collectively refers to SpryPoint and the Client. "Personal Data" means any information that is related to an identified or identifiable individual and has been provided by Client or its Affiliates as Client Data within the SpryPoint Service to enable SpryPoint to process the data on its behalf.
"Production Deployment" means once the Client has provided User Acceptance Testing ("UAT") signoff and the Service has been moved into a production environment.
"Security Breach" means (i) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Client Data; provided that an incidental disclosure of Client Data to an Authorized Party or SpryPoint or incidental access to Client Data by an Authorized Party or SpryPoint, where no reasonable suspicion exists that such disclosure or access involves theft, or is fraudulent, criminal or malicious in nature, shall not be considered a
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"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 A - 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 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. SpryPoint shall comply with Client's written policies and procedures ("Access Policies") for accessing Customer's or its Affiliates' systems or networks ("Client Systems") that have been communicated in advance to SpryPoint and shall not attempt to gain access to Client Systems in a manner prohibited by the Access Policies, unless otherwise expressly authorized in writing by Customer. During the term of this agreement, SpryPoint agrees to cooperate and work with Client and Client's agents regarding implementation and integration of SpryPoint's Service and Updates with Workday and Client's other third -party software services that require integration with SpryPoint's Service and Updates as outlined in an applicable Statement of Work.
Any effort required beyond the scope of an applicable Statement of Work or Change Order will be subject to Section 2.7 herein.
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 except for third parties supported and served as part of Customer's internal business purposes. 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,
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or use of, the Service through login credentials of Authorized Parties, and notify SpryPoint promptly of any such unauthorized access or use. Client shall not: (i) use the Service in violation of applicable Laws; (ii) in connection with the Service, send or store infringing, obscene, threatening or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) send or store Malicious Code in connection with the Service or its related systems or networks in a manner not set forth in the Documentation. Client shall designate a maximum number of named contacts as listed in the applicable Orde form to request and receive support services from SpryPoint. Named support contacts must be trained on the SpryPoint product(s) for which they initiate support requests. Client shall be liable for the acts and omissions of all Authorized Parties and Client Affiliates relating to this Agreement.
1.3 Acceptable Use. Client acknowledges and agrees that SpryPoint does not police the content of communications or data of Client or its users transmitted through the Service, and that SpryPoint shall not be responsible for the content of any such communications or transmissions. Client shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations Client is solely responsible (a) for making sure that the disclosure and use of data, content and information provided to SpryPoint does not violate any applicable law or infringe upon the intellectual property rights of any third party and (b) for the appropriate use of any reports and other materials prepared by Client in a manner that will not violate any applicable law or infringe upon the intellectual property rights of any third party. Client agrees not to post or upload any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (c) otherwise violates any applicable law. SpryPoint may remove any violating content posted or transmitted through the Services, without notice to Client. SpryPoint may suspend or terminate any user's access to the Service upon notice in the event that SpryPoint reasonably determines that such user has violated the terms and conditions of this Agreement.
2. Fees.
2.1 Invoices & Payment. SpryPoint will invoice Client 30% of first -year subscription fee for the Service upon execution of this agreement, remainder of first -year subscription fee will be invoiced upon project kickoff.
All fees are quoted and payable in United States Dollars. All invoiced charges are due net 45 days from the invoice date unless otherwise stated on the invoice. Client is responsible for providing SpryPoint complete and accurate billing and contact information including a valid email address prior to the commencement of your subscription. Upon SpryPoint's request, Client will make payments via electronic bank transfer. All remittance and invoice inquiries are to be directed to [email protected].
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.
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2.5 Tax Status. SpryPoint's fees do not include any Transaction Taxes. Client agrees that it is exempt from all Transaction Taxes, including but not limited to, any local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value - added, goods and services taxes, excise, use or similar taxes. In the event that Client's tax-exempt status changes such that it is no longer exempt from Transaction Taxes, Client shall become responsible for paying all Transaction Taxes associated with this Agreement. If SpryPoint has a legal obligation to pay or collect Transaction Taxes for which Client is responsible under this section, the appropriate amount shall be invoiced to and paid by Client. If Client itself, as a body entitled to assess taxes or fees, imposes any taxes or fees upon SpryPoint's provision of the Services, the fees in this Agreement are net of any such taxes or fees and SpryPoint will gross up its invoices to include such taxes or fees.
2.6 Additional Services. The Service includes optional variable services such as SMS messaging services and outbound IVR dialer services (collectively "Additional Services"). All Additional Services shall be invoiced by SpryPoint to Client upon the request of such services by Client at the pricing and rates provided in Exhibit A.
(a) For SMS text messaging services, an optional SMS Short Code fee shall be invoiced upon request of a Short Code by Client. SMS short code fees shall be invoiced annually, while in- bound and out- bound text message usage fees shall be invoiced monthly for actual amount used. (b) For Outbound IVR services, usage fees shall be invoiced monthly for the actual amount used upon activation and usage of the outbound IVR services.
2.7 Enhancement Cost. Any enhancements to the Service beyond the initial scope as outlined in a Statement of Work will be performed on a time and material basis at SpryPoint's then current hourly rates.
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 Ownership of Customer Data. As between SpryPoint and Client, Client owns its Client Data. Subject to the limited rights expressly granted hereunder, Customer reserves all rights, title and interest in and to
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the Customer Data, including all related Intellectual Property Rights. No rights are granted to SpryPoint hereunder other than as expressly set forth herein.
3.4 License to Host Client's Data. Client grants SpryPoint and SpryPoint's hosting partners a worldwide, limited -term license to host, copy, transmit and display Client's Data, as necessary for SpryPoint to provide the Service in accordance with this Agreement. As between SpryPoint and Client, SpryPoint acquires no right, title or interest from Client under this Agreement in or to Client's Data.
3.5 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.
3.6 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. If either party reasonably believes that there has been unauthorized access, use or disclosure of the other party's Confidential Information, such party must promptly notify the other party. If the unauthorized access, use or disclosure includes Customer Data, Section 5.2 (Unauthorized Disclosure) shall apply.
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.
4.6 Remedies. If a party discloses or uses (or threatens to disclose or use) 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, it being acknowledged
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by the parties that any other available remedies are inadequate. This provision, however, will not diminish the right of a party to claim and recover damages or other remedies in addition to equitable relief.
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 for its own information technology infrastructure and environments, including physical, technical, administrative, and organizational safeguards to ensure the security and confidentiality of Client Data; protect against any anticipated threats or hazards to the security of Client data, protect against unauthorized disclosure, access to, or use of Client Data, ensure the proper disposal of Client Data, and ensure that all employees, agents, and subcontractors, if any, comply with the above.
5.3 Unauthorized Disclosure. If either Party believes there has been a Security Breach, such party must notify the other party upon the earlier of forty-eight (48) hours after discovery or any time frame required by applicable law unless legally prohibited from doing so. Each Party will reasonably assist the other Party in mitigating or remediating any potential damage where appropriate. Each party shall bear the costs of such remediation or mitigation to the extent the breach or security incident was caused by it. As soon as reasonably practicable after any such Security Breach, upon Client's request, Client and SpryPoint will consult in good faith regarding the root cause analysis and any remediation efforts.
5.4 Penetration Testing. On an annual basis, SpryPoint will provide upon Customer's request an executive summary of SpryPoint's application penetration test of the Service. If such testing reveals any material security vulnerability in the Service, SpryPoint will take reasonable and prompt action to remedy such vulnerability.
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.
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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 within a commercially reasonable timeframe based on the Severity Level of the issue as specified in SpryPoint's SLA, 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 harmless against any loss, damage or costs in connection with claims, demands, suits or proceedings ("Indemnified Claims)" made or brought against Client alleging that the use of the Service infringes any third party's Intellectual Property Rights; provided, however, that Client; (a) promptly gives written notice of the Claim to SpryPoint; (b) gives SpryPoint sole control of the defense and settlement of the Claim; and (c) provides to SpryPoint, at SpryPoint's cost, all reasonable assistance. SpryPoint's obligations set forth in this Section do not apply to the 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 active negligence or sole willful misconduct of Client. If Client is enjoined from using the Service or SpryPoint reasonably believes it will be enjoined, SpryPoint shall have the right at its sole option, to obtain for Client the right to continue use of the Service or 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 twenty-four (24) 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
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TWELVE (12) MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE. FOR THE
AVOIDANCE OF DOUBT, SPRYPOINT'S LIABILITY LIMITS APPLY TO SPRYPOINT'S AFFILIATES,
PROVIDERS, AGENTS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND OTHER REPRESENTATIVES.
8.3 Exclusion of Damages. EXCEPT WITH RESPECT TO AMOUNTS TO BE PAID BY EITHER PARTY
PURSUANT TO A COURT AWARD (OTHER THAN A DEFAULT JUDGMENT) OR SETTLEMENT AS WELL
AS THE DEFENSE COSTS UNDER THE INDEMNIFICATION OBLIGATIONS NO MATTER HOW MUCH
DAMAGES MAY BE CHARACTERIZED, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO
THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF 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
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 following rate:
a) 4% 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.
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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 one hundred and twenty (120) days. After 120 days, SpryPoint will have no obligation to maintain or provide any Client data and shall thereafter, unless legally prohibited, delete all Client Data and will have no further obligation to make it available to Client.
10. Messaging.
10.1 Supplemental Messaging Terms. If Client elects to use SpryPoint's Alerts, Notifications, Communications, Campaigns & Messaging capabilities (Messaging Service") provided with the Service the following supplemental terms ("Messaging Terms") will apply. For avoidance of doubt, Messaging Terms apply to all SpryPoint applications within the service involving automated phone calls, pre-recorded messages, text messages, emails, in -app notifications and any other bulk communications.
10.2 Responsibility & Risk. Client shall be solely responsible for the content of any communications which Client initiates or authorizes in connection with the Messaging Services. SpryPoint shall have no responsibility or liability with respect to messages or communications initiated or authorized by Client.
Client assumes all risks associated with use of the Messaging Service
10.3 Messaging Indemnity. Client shall hold harmless, defend and indemnify SpryPoint and its officers, directors, employees, contractors and representatives from and against all claims, damages, losses and expenses including without limitation any statutory damages, penalties and attorney's fees arising out of or relating to the Messaging Service or any breach by Client of the Agreement including without limitation, these Messaging Terms, except in the event of SpryPoint's willful misconduct.
10.4 Compliance. SpryPoint is limited to delivering the Messaging Service to the Client as part of the Service, accordingly, compliance with applicable laws is strictly Client's responsibility with respect to the Messaging Service notwithstanding any provision to the contrary.
11. Miscellaneous
11.1 Independent Contractor. SpryPoint and all persons(s) employed by or contracted with SpryPoint to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(S) or employee(s) of Client. SpryPoint has full rights 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. Venue shall be in the Superior Court of the County of Santa Barbara.
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:
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City of Santa Maria, CA
Jeffrey Marecic
Chief Information Officer
110 E. Cook Street
Santa Maria, CA
93454
Notices to SpryPoint shall be sent to:
Nick Stone
Chief Financial Officer
45 Queen Street — Suite #401
Charlottetown, PE C1A 4A4
11.5 Waiver. No failure or delay by either party in exercising any right under this agreement shall constitute a waiver of that right or any other right. Neither Client's review, acceptance nor payments for any of the Service or the Implementation Services shall be constructed to operate as a waiver of any rights under this agreement or of any cause of action arising out of the performance of this Agreement.
11.6 Force Majeure. In no event shall either party be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that SpryPoint shall use reasonable efforts which are consistent with accepted software industry practices to resume performance as soon as practicable under the circumstances. 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 certifies that to the best of its knowledge, no Client officer, employee or authorized representative has any financial interest in the business of SpryPoint and that no person associated with SpryPoint r has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement.
11.8 Fair Employment. SpryPoint shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
11.9 Time. Time is of the essence in the performance of this Agreement.
11.10 Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party (which consent shall not be unreasonably withheld).
Except to the extent forbidden herein, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns. Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as the assignee agrees to be bound by all of the terms of this Agreement and all past due fees are paid in full. In no event shall
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Client have the right to assign this Agreement to a direct Competitor of SpryPoint. Any attempt by a party to assign its rights or obligations under this Agreement other than as permitted by this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.11 Severability. To the extent permitted by the law, the parties waive any provision of law that would render any clause of this Agreement invalid or unenforceable. In the even that a provision herein is held to be invalid or unenforceable, such provision will be interpreted to fulfills its intended purpose to the maximum extent permitted by the law, and the remaining provisions of this Agreement will continue in full force and effect.
11.12 Publicity. Except as set forth herein, SpryPoint shall not use Client's name, logos, or trademarks in any written press releases, advertisements and/or marketing materials without the prior consent of Client, SpryPoint is authorized to use Client's name and logo in lists of Clients and on its website, however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from SpryPoint.
11.13 Piggyback. It is understood and agreed by Client and SpryPoint that any governmental entity may purchase the services specified herein in accordance with the prices, terms, and conditions of this agreement. It is also understood and agreed that each local entity will establish its own contract with SpryPoint, be invoiced therefrom and make its own payments to SpryPoint in accordance with the terms of the contract established between the new governmental entity and SpryPoint. It is also hereby mutually understood and agreed that Client is not a legally bound party to any contractual agreement made between SpryPoint and any entity other than Customer.
11.14 Amendment. This Agreement may only be amended in writing by authorized representatives of each party.
11.15 Execution in Counterparts: This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument.
The City of Santa Maria
SpryPoint Services, Inc.
Signature:
Signature:
Name:
Name: Nick Stone
Title:
Title: Chief Financial Officer
Date Signed:
Date Signed:
Exhibit A — Pricing Schedule
45 Queen Street
Charlottetown, PE
CIA 4A4, Canada
sprypoint, corn
SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
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.
Confidential I Copyright €: 2022 SpryPoint Services Inc. All Rights Reserved 1 SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx Table of Contents
Statement of Confidentiality 1
Table of Contents 2
Introduction 3
SpryPoint SaaS Products and Pricing 4
SpryPoint SaaS Products 4
SpryCIS - Customer Information System 4
SpryEngage — Customer Engagement Platform 4
SpryIDM — Interval Data Management 5
SpryMobile — Mobile Field Service 5
SaaS Pricing Schedule 6
SaaS Software Usage Metrics 6
SaaS Products and Subscription Initial Term 8
Annual Renewal 8
Annual Escalation 8
Initial Implementation Fees 9
Billing/Invoicing 9
Additional Terms 9
Integrated Notification Services: 9
Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 2
SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
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 Santa Maria, CA
45 Queen Street
Suite #401
Charlottetown, PE C1A 4A4
110 E. Cook Street
Santa Maria, CA, 93454
United States
Casey Dowd
Director of Sales
Xenia Bradford
Interim Finance Director
416.737.8451
805.925.0951
[email protected]
[email protected]
The contents within this document will be governed by the terms and conditions of the Master Agreement between the Parties. This Pricing Schedule is governed by and incorporates the following documents in effect as of the effective date. All documents are listed in order of precedence, and collectively referred to as "The Agreement".
Capitalized terms used but not defined herein have the meanings ascribed to them in the Master Agreement.
Document
1 Master Subscription Agreement
3 Exhibit A - Pricing Schedule
4 Exhibit B - Service Level Agreement
5 Exhibit C — Security Overview
6 Exhibit D - Insurance Coverage
7 Exhibit E — Data Processing
Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 3 SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx SpryPoint SaaS Products and Pricing
SpryPoint SaaS Products
The business scope of SpryPoint's software -as -a -service application(s) are defined as follows:
SpryCIS - Customer Information System
SpryCIS will, at a minimum, provide functions and processes to support customer service and customer account management, meter reading and consumption/usage collection and information, meter equipment/inventory records and location data, other billing related inventory records, field service order requests, rate, fee and tariff storage to be used in mass calculation, billing calculation and production of billing statements, and financial processing to include processing of payments, adjustments, past due collections actions and notifications, unpaid debt processing, and financial reconciliations.
Integration as defined within Exhibit A - Implementation Statements of Work and final accepted work product
Reporting/Data Access as defined within Exhibit A - Statements of Work and final accepted work product
SpryEngage — Customer Engagement Platform
SpryEngage will, at a minimum, provide the functions and processes to support Customer Self -Service and Engagement including:
Customer Facing
• Customer Registration & Login
• Mobile Access via responsive web design
• Customer Dashboard
• Profile Management
• Alert Sign-up & delivery
• Guest Access
• Interactive Consumption Presentation
• Bill Display
• Electronic Billing
• Payment Processing
• Electronic Forms Submissions
Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 4
SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
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
Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 5
SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
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
23,000
$3.00 per
Active
Account in
blocks of
500
$65,500
SpryEngage —
Customer
Engagement
Platform
Production (1),
Staging (1)
Production (1)
Active
Accounts
23,000
$1.00 per
Active
Account in
blocks of
500
$32,775
SpryMobile —
Mobile Field
Service
Production (1),
Sandbox (1)
Production (1)
Full Users
Light Users
10 Full
Users
10 Light
Users
$100/per
Full
users/month
$50/per
Light
user/Month
$17,100
Total Annual
Fee
$115,375
* 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.
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 Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 6
SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
ancillary processes such as penalties, collections routines or external communication from SpryCIS. Active accounts are audited based on a variance of +/-500 accounts for the purposes of pricing updates as outlined in the auditing process below.
Full Users
Full Users are defined as users who can access all SpryMobile's functionality to create, edit, and share data.
Light Users
Light Users are defined as users who have read only access to data within SpryMobile.
Archived Users
Archived Users are defined as user accounts that are no longer active or required. It is the Client's responsibility to archive users. All records associated with the archived user are maintained within the application for data integrity and activity logging, but archived users are not able to login or access resources within the application.
Testable Assembly
Testable Assembly is defined as an assembly which is associated with a location and is subject to test notices and test entry submission, regardless of the frequency of notices and entry.
Usage Metric Verification Process
Client has access to self-service metric usage on demand and within the Service. Client System Administrators can add or remove Accounts and Users as needed. It is the Client's sole responsibility to archive users in SpryMobile if they are no longer being used.
SpryPoint may verify metrics through a quarterly audit and will bill any changes annually. Audit results will be shared with Client. Any use exceeding or decreasing from the usage metrics within scope and defined above will be subject to fee adjustments as indicated above. Fees accrue in the calendar month the excess use began and accordingly fees decrease from the calendar month of decreased use. For example, if in the first subscription year:
Annual Subscription Invoicing of 25,000 Active Accounts = $75,000 • Quarter 1 Audit = An average of 24,900 Active Accounts during the quarter = $0.00 increase or decrease.
Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 7
SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
• 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 3%)
+
(($1500* Previous Year Escalation Rate of 0%) * (2/4))
(($1500* Previous Year Escalation Rate of 0%) * (1/4))
$77,625
The average number of active accounts during per quarter is calculated as:
(Total Active Accounts during the Quarter/3)
SaaS Products and Subscription Initial Term
The Initial Term of this agreement shall be for a period of one (1) year.
Annual Renewal
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 of:
Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 8
SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
a) 4% per year
Initial Implementation Fees
The description of the initial Implementation is included within the Cognizant Implementation - Statement of Work (SOW) of the Master Subscription Agreement. All invoicing, fees and payment Milestone schedules associated with the SOW are incorporated within the Cognizant Implementation - Statement of Work (SOW) the Cognizant Implementation - Statement of Work (SOW)
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:
Xenia Bradford
Interim Finance Director
206 E. Cook Street
[Santa Maria, CA, 93454
[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:
• 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._
Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 9
SpryPoint - Exhibit A - Pricing Schedule - FINAL.docx
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.
Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 10
Exhibit B - Service Level Agreement
February 2024
45 Queen Street
Charlottetown, PE
CiA 4A4, Canada
sprypoint. corn
SpryPoint Service Level Agreement
1 INTRODUCTION AND OVERVIEW 2
2 DEFINITIONS 3
3 SCOPE OF SERVICE/RESPONSIBILITIES 4
3.1 ONGOING SUPPORT AND SUBSCRIPTION SERVICES 4
3.2 BILLABLE SERVICES 7
3.3 QUOTE PROCESS 7
3.4 RATE CARD 8
4 PERFORMANCE MEASUREMENT 8
4.1 SUPPORT LEVEL DEFINITIONS AND RESPONSIBLE PARTIES 8
4.2 ISSUE REPORTING 9
4.3 ISSUE PRIORITIZATION, DEFINITIONS, RESPONSIBLE PARTIES, AND TARGETS 10
4.4 TRIAGE 12
4.5 RESOLUTION 12
4.6 SYSTEM MAINTENANCE 12
4.7 DEVICE AND OPERATING SYSTEM SUPPORT 13
4.8 ISSUE POST-MORTEM PROCESS 13
4.9 SUPPORT HOURS 14
4.10 HOLIDAYS 14
5 SERVICE LEVEL AGREEMENTS 15
5.1 SERVICE AVAILABILITY 15
5.2 SERVICE CREDITS 15
6 PERIODIC SERVICE REVIEWS 16
6.1 PERIODIC REVIEW OF OPEN TICKETS AND OUTSTANDING ISSUES 16
6.2 PERIODIC REVIEW OF SERVICE LEVEL AGREEMENT PERFORMANCE 16
6.3 ESCALATION 17
7 RELEASE MANAGEMENT 18
Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 1
SpryPoint Service Level Agreement
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.
Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 2
SpryPoint Service Level Agreement
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.
Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 3
SpryPoint Service Level Agreement
"Total" means the total minutes the service is available less those exceptions listed under Service Availability.
Scope of Service/Responsibilities
1.1 Ongoing Support and Subscription Services
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
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
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SpryPoint Service Level Agreement
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
Lead
N/A
Provide application security maintenance and administration 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
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
N/A
Lead
Provide for a replicated system architecture
Lead
N/A
Provide disaster recovery services including system and data restoration Lead
N/A
Conduct periodic testing of the disaster recovery solution Lead
N/A
High availability and continuity of the service including load balancing to redirect traffic, multi -zone databases, auto -scaling instances based on application and processing load Lead
N/A
Provide for secure transmission of data being stored and/or archived Lead
N/A
Provide toll -free support line.
Lead
N/A
Provide hosting services
Lead
N/A
Database Management
Perform database administration
Lead
N/A
Perform database monitoring
Lead
N/A
Perform database tuning
Lead
N/A
Perform database security
Lead
N/A
Perform database procedures
Lead
N/A
Perform scheduled maintenance procedures
Lead
N/A
Perform database patching and updates/service packs
Lead
N/A
Communicate patch and update impact analysis
Lead
N/A
Perform database capacity planning
Lead
N/A
Perform database refresh/clones
Lead
N/A
Perform database backup and recovery
Lead
N/A
Perform any data purging or archiving as required.
Lead
N/A
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SpryPoint Service Level Agreement
Release Management
Lead
Assist
Assess impacts of new releases to the environment
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
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
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
Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved
SpryPoint Service Level Agreement
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
1.2 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
1.3 Quote Process
The client may request additional services or modifications to the application at any time. All Changes will be documented and approved, regardless of whether there is an associated cost for the change.
Requests for changes should be made to SpryPoint's Customer Success Team. They will review the request and create a quote to include the following:
• A description of the problem that needs to be solved or the issue to be addressed. • A description of the solution to the problem or issue to be addressed, including the use/business case and/or reason for the Change and suggested solution. • An estimated delivery time
• If applicable, any fees/cost and expenses associated the Change.
The Change process is defined below. The Change must be approved by both SpryPoint and the Client before any work related to a Change is completed. • Identify the requested Change
• Identify and document the solution and scope of work associated with the Change requested
• Estimate required effort, and any associated costs
• Submit 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
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SpryPoint Service Level Agreement
• Communicate the Change resolution
1.4 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.
Performance Measurement
1.5 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.
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
SpryPoint Responsibilities
Tier
Definition
Description/Examples
1 Support performed by Client, who shall
be responsible for addressing common
user questions and issues
Maintain documentation to enable Client to
resolve most Tier 1 support issues without
requiring escalation to specialized application
support.
2 In-depth technical support performed by
SpryPoint to address issues outside the
scope of Tier 1 issues.
SpryPoint's experienced team are
available to:
• Assess issues
• Provide solutions
• Resolve issues
Provide Tier 2 support for all SpryPoint
applications which includes:
• Advanced technical and system
administration responsibilities which
may require application log, database
access, or other code -related
troubleshooting
Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 8 SpryPoint Service Level Agreement
• Create new features
• 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
1.6 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 Replication
How to replicate the issue
Severity
Per the severity levels defined in this document
Operating System
i0S, Android, Windows, MacOS
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SpryPoint Service Level Agreement
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.
1.7 Issue Prioritization, Definitions, Responsible Parties, and Targets
Severity
Level
Example
Response
Target
Resolution
Target
Update
Frequency
1 — Urgent
Client's business is not operational due to
significant performance issues or outage,
creating a substantial impact financially or by
the number of customers affected.
Critical business function(s) cannot be
performed and/or a key component is
unavailable or is non-functional. There is no
immediate work around.
Urgent issues have top priority until resolved
Examples of Severity 1 issues includes but are
not limited to:
• System is unavailable (outage),
1 hour
4 hours
1 hour
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SpryPoint Service Level Agreement
• 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.
2 hours
16 hours
4 hours
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)
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.
4 hours
160 hours
40 hours
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 work around is required to maintain
normal operations
• Non-performance impacting defect
Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 11 SpryPoint Service Level Agreement
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
1.8 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
1.9 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.
1.10 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.
Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 12
SpryPoint Service Level Agreement
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 zero - day vulnerability) where SpryPoint would take preventive action to mitigate any potential adverse impact to our clients.
1.11 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.
1.12 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?
• 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?
Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 13
pryPoint Service Level Agreement
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.
1.13 Support Hours
SpryPoint business hours are from 8:00 a.m. to 4:00 p.m. Eastern Time, Monday through Friday (excluding holidays). Support is available from 8:00 a.m. - 8:00 p.m., Eastern Time, Monday through Friday (excluding holidays).
After-hours, on -call support is available when requested. This provides extra support when migrating, updating, or upgrading integrated line of business applications. After-hours, on -call support rates will be in accordance with the current Rate Card (Section 3.3).
1.14 Holidays
Response to requests other than Severity Level 1 may be delayed up to 24 hours during holidays observed by SpryPoint as outlined below:
Holiday
Date (on or around)
New Year's Day*
January 1
Provincial Holiday
Third Monday in February
Good Friday
Late March/Early April
Victoria Day
Third Monday in May
Canada Day*
July 1
Civic Holiday
First Monday in August
Labour Day
First Monday in September
Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 14
SpryPoint Service Level Agreement
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.
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.
1.15 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.
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.
1.16 Service Credits
In the event of a failure by SpryPoint to meet the Service Availability and Issue Resolution Targets as defined in this SLA, as the Client's sole and exclusive remedy, at Client's request, SpryPoint will provide Service Credits in accordance with the following:
1. First month of missed service availability or issue resolution target, SpryPoint and Client will meet to discuss possible corrective actions
2. Second consecutive month:10% of the Subscription Fee paid for the applicable month of the affected SpryPoint application
3. Third consecutive month: 20% of the Subscription Fee paid for the applicable month of the affected SpryPoint application
Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 15
SpryPoint Service Level Agreement
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.
Periodic Service Reviews
1.17 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
1.18 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:
Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 16
SpryPoint Service Level Agreement
1.19 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:
Managing Partner
Manager,
Customer Success
Senior Success
Analyst
Success Analyst
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
smacleod©sprypoint.com
Office: 902.510.1770
Mobile: 902.213.0950
Kyle Strang, Managing Partner
[email protected]
Office: 617.939.9016
Mobile: 902.476.7930
Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 17
SpryPoint Service Level Agreement
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.
Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 18
Exhibit C — Insurance Coverage
45 Queen Street
Charlottetown, PE
CIA 4A4, Canada
sprypoint, corn
Insurance ExhibitspryPoint - Exhibit C - Insurance Coverage.docx 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
Confidential 1 Copyright 2022 SpryPoint Services Inc. All Rights Reserved 1 SpryPoint - Exhibit C - Insurance Coverage.docx
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 Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 2
SpryPoint - Exhibit C - Insurance Coverage.docx
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:
Confidential 1 Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 3
Exhibit D - Security Overview
Table of Contents
1. Overview
2. Personnel
2 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
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
3. Data Integrity & Privacy
Confidential 1 Copyright €: 2022 SpryPoint Services Inc. All Rights Reserved 1 Exhibit E - Security Overview
1. Overview
This security document ("Exhibit") details the security policy, procedures, and technologies used to protect client data. This document applies to SpryPoint's production software -as - a -service (SaaS) offering ("The Service"), client data stored in the service, and work performed by SpryPoint implementing, maintaining, and supporting the service. SpryPoint has established a comprehensive Written Information Security Program ("WISP") which includes defining, documenting, and supporting the implementation and maintenance of the administrative, technical, and physical safeguards the firm has selected to protect the information it collects, creates, uses, and maintains.
This program uses both technologies and business policies to • Ensure the confidentiality of client's data from any unauthorized parties; • Protect the integrity of data; and
• Maintain availability of the service by using scalable hosting with fault tolerance.
SpryPoint's security program is based on the NIST SP 800-53 standard and the concepts of Zero Trust. The program may evolve over time as the standard is revised. These evolutions will never degrade the strength of the program.
2. Personnel
2.1. Personnel Overview
2.1.1.All SpryPoint employees are subject to background screening prior to being employed, and employment agreements cover confidentiality, non -disclosure, and other key protections.
2.1.2. SpryPoint has a dedicated information security officer who is responsible for managing and continuously improving SpryPoint's security posture. The information security officer can be reached at [email protected].
2.2.Security Awareness & Training
2.2.1. Employees receive security awareness training during their onboarding, and SpryPoint employees are subject to mandatory ongoing cybersecurity and phish awareness training on a regular basis. All employees are encouraged to attend security conferences where practicable.
2 Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved
Exhibit E - Security Overview
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. 3 Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved
Exhibit E - Security Overview
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].
4 Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved
Exhibit E - Security Overview
3.2. Personally Identifiable Information (PII)
Confidential PII is compartmentalized and encrypted with unique record -level keys and an additional level of encryption.
3.3. Secure Disposal
SpryPoint policies mandate secure disposal or destruction of personal information, whether in paper or electronic form, when it is no longer to be retained in accordance with applicable laws or defined policies.
4. Secure Application & Infrastructure Development
4.1. Least Privilege
Only authorized Personnel with a specific business purpose are allowed access to production and development environments and/or resources.
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 Cl/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. 5 Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved
Exhibit E - Security Overview
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.
6 Confidential !Copyright © 2022 SpryPoint Services Inc. All Rights Reserved
Exhibit E
SpryPoint Data Processing Exhibit
This Data Processing Exhibit ("DPE") forms a part of and is subject to the SpryPoint Master Subscription Agreement ("Agreement"), applicable Pricing Schedule or Statement of Work or other written subscription agreement (together with any attachments issued thereunder, the "Agreement") between SpryPoint Services Inc. ("SpryPoint") and the Party identified as the "Client" in the Agreement, where Client is using SpryPoint's Software and Services. This DPE reflects the Parties' agreement with regards to the applicable Privacy/Data Protection Laws and governs the data processing related obligations of SpryPoint and Client for any applicable Subscription or Statement of Work involving the processing of Client's Personal Information. In the event of any inconsistency or conflict between this DPE and the Agreement, the terms and conditions of the DPE shall prevail. In delivering the Software or Services under the Agreement, SpryPoint may Process Personal Information/ Personal Data as a Data Processor on behalf of Client, which is the data controller. It is hereby agreed as follows:
Definitions
Unless otherwise defined below, all capitalized terms have the meaning given to them in the applicable Agreement and/or exhibits thereto.
"Covered Data" means (i) Client Data, (ii) Technical Services Data, and (iii) any other electronic data or information submitted by or on behalf of Client to a Covered Service. "Covered Service" means (i) any Service provided that specifically refers to this DPE, and/or, (ii) any Technical Services.
"Data Controller" means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
"Data Processor" means the entity which Processes Personal Data on behalf of the Data Controller. "Data Protection Laws" means all data protection laws applicable to the Processing of Personal Data under this DPE, including local, state, national and/or foreign laws, treaties, and/or regulations. "Data Subject" means the person to whom the Personal Data relates. "Personal Data" means any Covered Data that relates to an identified or identifiable natural person. "Personal Data Breach" means (i) a `personal data breach' or (ii) any Security Breach affecting Personal Data. "Processing" or "Process" means any operation or set of operations performed on Personal Data or sets of Personal Data, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining, restricting, erasing or destroying.
"Subprocessor" means a SpryPoint Affiliate or third -party entity engaged by SpryPoint or a SpryPoint Affiliate as a Data Processor under this DPE.
"Subprocessor List" means the subprocessor list identifying the Subprocessors that are authorized to Process Personal Data for the relevant Covered Service.
1. Subject and Scope
Scope and Role of the Parties. This DPE applies to the Processing of Personal Data by SpryPoint to provide the Covered Service. For the purposes of this DPE, Client and its Affiliates are the Data Controller(s) and SpryPoint is the Data Processor. SpryPoint shall Process Personal Information/ Personal Data under the Agreement(s) only as a processor acting on behalf of Client where Client is the Data Controller, SpryPoint agrees that it will Process Personal Information/ Personal Data for the sole purpose of providing the Services as described in the Agreement(s).
1.2. Purpose. Client discloses Personal Information/ Personal Data to SpryPoint solely for: (i) a valid business purpose; and (ii) SpryPoint to perform the Services.
1.3. Instructions for Processing. SpryPoint shall Process Personal Data in accordance with Client's documented instructions. Client instructs SpryPoint to Process Personal Data to provide the Covered Service in accordance with the Agreement (including this DPE). Client may provide additional instructions to SpryPoint to Process Personal Data, however SpryPoint shall be obligated to perform such additional instructions only if they are consistent with the terms and scope of the Agreement and this DPE.
1.4. Prohibitions. SpryPoint is prohibited from: (i) selling Personal Information/ Personal Data; (ii) retaining, using, or disclosing Personal Information/ Personal Data for a commercial purpose other than providing the Services; and (iii) retaining, using, or disclosing the Personal Information/ Personal Data outside of the Agreement between SpryPoint and Client.
1.5. Warranty. Client warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give such instruction.
1.6. Sole Responsibility. Client is solely responsible for obtaining all necessary consents, licenses and approvals for the collection and Processing of any Personal Information/ Personal Data.
1.7. Compliance with Laws. SpryPoint shall comply with all Data Protection Laws applicable to SpryPoint in its role as a Data Processor Processing Personal Data. For the avoidance of doubt, SpryPoint is not responsible for complying with Data Protection Laws applicable to Client or Client's industry such as those not generally applicable to online service providers.
Client shall comply with all Data Protection Laws applicable to Client as a Data Controller and shall obtain all necessary consents, and provide all necessary notifications, to Data Subjects to enable SpryPoint to carry out lawfully the Processing contemplated by this DPE.
2. Technical, Organizational Measures and Security
2.1. Security Measures. SpryPoint implements and maintains appropriate technical and organizational measures to ensure a level of security appropriate to the risk. The parties agree that the security measures are appropriate to protect Personal Information/ Personal Data against a Personal Information/ Personal Data Security Incident, and that these measures ensure a level of security appropriate to the risks presented by the Processing and the nature of the Personal Information/ Personal Data to be protected having regard to the state of the art and the cost of their implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.
2.2. Confidentiality. SpryPoint shall ensure that any person authorized to Process the Personal Information/ Personal Data is subject to a strict duty of confidentiality and that they Process 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;
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
lnfrasturcture
Twilio
United States
www.twilio.com
SMS Delivery
(service
Twilio Sendgrid
United States
www.twilio.com/sendgrid/email-api
Email Delivery
Service
Solarwinds Papertrail
United States
www.papertrail.com
Log Management
Service
Raygun
United States
www.raygun.com
Application
Management
Service
4. Rights of Data Subjects
4.1. Assistance with Data Subject Requests. SpryPoint will, in a manner consistent with the functionality of the Covered Service and SpryPoint's role as a Data Processor, provide reasonable support to Client to enable Client to respond to Data Subject requests to exercise their rights under applicable Data Protection Laws ("Data Subject Requests").
4.2. Handling of Data Subject Requests. For the avoidance of doubt, Client is responsible for responding to Data Subject Requests. If SpryPoint receives a Data Subject Request or other complaint from a Data Subject regarding the Processing of Personal Data, SpryPoint will promptly forward such request or complaint to Client, provided the Data Subject has given sufficient information for SpryPoint to identify Client.
5. Cooperation
To the extent SpryPoint is required under Privacy/Data Protection Laws, SpryPoint will assist Client to comply with Privacy/Data Protection Laws; in particular (i) SpryPoint will assist Client in responding to any request from a data subject exercising his or her rights under the Privacy/Data Protection Laws; (ii) it will assist Client in responding to any request from regulatory or judicial bodies relating to the Processing of Personal Information/ Personal Data under the Agreement(s); (iii) it will promptly notify Client if its Processing of Personal Information/ Personal Data is likely to result in a high risk to the privacy rights of data subjects or is unable to comply with Client's instructions for any reason, (iv) and upon reasonable request, will assist Client to carry out data protection impact assessments.
6. SpryPoint Personnel
SpryPoint shall require screening of its personnel who may have access to Personal Data and shall require such personnel (i) to Process Personal Data in accordance with Client's instructions as set forth in this DPE, (ii) to receive appropriate training on their responsibilities regarding the handling and safeguarding of Personal Data; and (iii) to be subject to confidentiality obligations which shall survive the termination of employment.
7. Personal Data Breach
In the event SpryPoint becomes aware of a Personal Data Breach it shall without undue delay notify Client in accordance with the Security Breach provisions of the Master Subscription Agreement. To the extent Client requires additional information from SpryPoint to meet its Personal Data Breach notification obligations under applicable Data Protection Laws, SpryPoint shall provide reasonable assistance to provide such information to Client taking into account the nature of Processing and the information available to SpryPoint.
8. Security Program
SpryPoint shall implement appropriate technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data as set forth in the Security Exhibit. If SpryPoint becomes aware of a security incident or has a reasonable suspicion of a Personal Information/ Personal Data breach in respect of the Personal Information/ Personal Data being Processed under the Agreement(s), it will inform Client without undue delay and will provide reasonable information and cooperation to Client so that Client can fulfill any Personal Information/ Personal Data Security Incident reporting obligations it may have under the applicable Privacy/Data Protection Laws. SpryPoint will take reasonably necessary measures to remedy and mitigate the effects of the Security Incident as set forth in the Security Exhibit.
9. Audit
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 11 report ("Audit Report"), which will be SpryPoint's Confidential Information. The Audit Report can be made available to Client upon written request no more than annually subject to the confidentiality obligations of the Agreement or a mutually agreed non- disclosure agreement covering the Audit Report. For the avoidance of doubt, each Audit Report will only discuss Software and Services in existence at the time the Audit Report was issued.
Client agrees that, to the extent applicable, SpryPoint's then -current SOC 2 audit reports will be used to satisfy any audit or inspection requests by or on behalf of Client. In the event that Client, a regulator, or supervisory authority requires additional information, including information necessary to demonstrate compliance with this DPE, or an audit related to the Covered Service, SpryPoint will (i) make available to Client on request all information necessary to demonstrate compliance with this DPE, and (ii) allow for and contribute to audits, including inspections, by an auditor mandated by Client in relation to the Processing of the Personal Information/ Personal Data by SpryPoint.
10. Return and Deletion of Client Data and Personal Data Upon written request by Client made prior to or upon any expiration or termination of this Agreement, SpryPoint will make Client Data available to Client through the Service solely to allow Client to retrieve Client Data for a period of up to a total of sixty (60) days after such expiration or termination (the "Retrieval Period"). 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. General Provisions
Client Affiliates. Client is responsible for coordinating all communication with SpryPoint on behalf of its Affiliates with regard to this DPE. Client represents that it is authorized to issue instructions as well as make and receive any communications or notifications in relation to this DPE on behalf of its Affiliates.
11.2. Termination. The term of this DPE will end simultaneously and automatically at the later of (i) the termination of the Agreement or, (ii) when all Personal Data is deleted from SpryPoint's systems.
11.3. Conflict. This DPE is subject to the non -conflicting terms of the Agreement. With regard to the subject matter of this DPE, in the event of inconsistencies between the provisions of this DPE and the Agreement, the provisions of this DPE shall prevail with regard to the parties' data protection obligations.
11.4. Client Affiliate Enforcement. Client's Affiliates may enforce the terms of this DPE directly against SpryPoint, subject to the following provisions:
11.4.1. Client will bring any legal action, suit, claim or proceeding which that Affiliate would otherwise have if it were a party to the Agreement (each an "Affiliate Claim") directly against SpryPoint on behalf of such Affiliate, except where the Data Protection Laws to which the relevant Affiliate is subject require that the Affiliate itself bring or be party to such Affiliate Claim; and
11.4.2. for the purpose of any Affiliate Claim brought directly against SpryPoint by Client on behalf of such Affiliate in accordance with this Section, any losses suffered by the relevant Affiliate may be deemed to be losses suffered by Client.
11.5. Remedies. Client's remedies (including those of its Affiliates) with respect to any breach by SpryPoint or its Affiliates of the terms of this DPE and the overall aggregate liability of SpryPoint and its Affiliates arising out of, or in connection with the Agreement (including this DPE) will be subject to any aggregate limitation of liability that has been agreed between the parties under the Agreement (the "Liability Cap"). For the avoidance of doubt, the parties intend and agree that the overall aggregate liability of SpryPoint and its Affiliates arising out of, or in connection with the Agreement (including this DPE) shall in no event exceed the Liability Cap.
11.6. Miscellaneous. The section headings contained in this DPE are for reference purposes only and shall not in any way affect the meaning or interpretation of this DPE.
Teller Software as a Service Agreement
This is the Teller Software as a Service Agreement ("Agreement") dated as of March _, 2024 (the "Effective Date") between Can/Am Technologies Inc. ("CanAm") a company incorporated under the laws of Colorado, having its principal place of business at 1819 Denver West Dr, Suite 225, Lakewood, CO 80401 and City of Santa Maria, a political subdivision of California, having its principal place of business at 110 East Cook Street, Santa Maria, CA 93454 (hereinafter referred as "Client").
RECITALS
1. Pursuant to the terms of this Agreement, CanAm will provide a web -based system to manage point of sale processes for Client.
2. This system assists Client in managing revenue intake from cashiering to balancing, providing reconciliation workflows, and is intended to provide Client with reporting and visibility into financial transactions, increasing the accountability and transparency of fmancial management for Client.
AGREEMENT
Client and CanAm agree as follows:
1. DEFINITIONS
1.1. Agreement — this document and all schedules attached or incorporated by reference, and any subsequent addendums or amendments made in accordance with the provisions hereof.
1.2. Annual Software as a Service Fee — the annual fee payable by Client for the use of Teller software, including Teller support services, including releases, and Hosting Services provided by CanAm under this Agreement.
1.3. Concurrent User — means the users who are logged on at the same time and sharing a finite number of licenses.
1.4. Confidential Information — has the meaning set out in section 13 of this Agreement.
1.5. Configuration(s) — all work required to configure Teller to reflect the business rules, workflow, security and data requirements of Client. Configuration includes any custom reports, Interfaces, Plugins, and conversion scripts developed for Client.
1.6. Defect — a program error that will cause Teller to crash, or program algorithms or logic that produce incorrect results. Defects pertain to the intended operation of Teller as delivered to Client as set out in the CanAm portion of the RFP response and attached hereto as Exhibit C, but do not pertain to subsequent errors brought about by Infrastructure changes made by Client or any other Third -Party. Defects do not include changing user preferences, report or screen aesthetics, presentation standards, or validity of converted data. Defects do not pertain to problems arising from Third -Party Software interfaced to Teller, or to problems arising from Teller Configurations not developed by CanAm.
1.7. Enhancement — any work requested by Client to alter existing Teller features, or to add any new features or functions to Teller software.
1.8. Force Majeure — circumstances beyond a Party's reasonable control, including, without limitation, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, pandemics, unavailability or interruption in telecommunications or Third -Party services, virus attacks or hackers, failure of Third -Party Software, or inability to obtain power used in or equipment needed for provision of the Services.
1.9. Hosting Services — the services provided at the Third -Party hosting facility that are provided by CanAm to Client.
1.10. Hosting Services Site — the Third -Party hosting facility, at a U.S. location of CanAm's choice, at which servers and related equipment are located.
1 . 1 I. Hosting SLA — the Hosting Service Level Agreement as provided in Exhibit B, and any subsequent addendums or amendments made in accordance with the provisions herein.
1.12. Client Infrastructure — any Client owned, leased, or licensed information technology hardware and/or software that is required by Client to perform business functions. This hardware and/or software can be providing the
ATTACHMENT F
infrastructure needed to perform these functions or can also be used as a gateway to an external, non -client owned, infrastructure that provides the necessary business functions.
1.13. Deliverables — the services deliverables, documentation and defined milestone objectives set forth in a Statement of Work. For greater certainty, Deliverables shall not include any Third -Party Software or related documentation licensed directly to Client from a Third -Party, or any modifications or enhancements thereto or derivatives thereof.
1.14. Intellectual Property — property that derives from the work of the mind or intellect, specifically, an idea, invention, trade secret, process, program, data, formula, patent, copyright, or trademark or application, right, or registration. Intellectual Property includes: a) Teller pre-existing software, or pre-existing software Configurations (including reports) of CanAm; b) CanAm methodologies, processes, tools, and general knowledge of the matters under consideration; and c) any pre-existing or newly -acquired material provided to Client by CanAm under separate license.
1.15. Interface — a connection with Third Party Software or hardware used to deliver a unified end user experience.
1.16. Named User — an individual internal to Client who has access to the Teller Production Database. A Named User may access the Teller Production Database from any workstation on Client's network or intranet, or via the Internet.
1.17. Party or Parties — referring to CanAm or Client or both.
1.18. Plugin — additional functionality that extends core Teller features. Plugins may be added to Teller to permit additional functionality. Licensed Plugins are fully supported and may have their own release cycle separate from the Teller product release cycle.
1.19. Production Environment — the environment provided to Client for end user official business use.
1.20. Release(s) — update to Teller issued by CanAm to general availability for Teller Clients.
1.21. Response Time — the target time for CanAm to respond to Critical, High, Medium and Low support requests (as defined in Section 6.3 of this Agreement).
1.22. Service(s) — the professional services to be provided pursuant to the Statement of Work or other written request.
1.23. Source Code — any and all program code or database definitions developed by CanAm programmers using a formal programming language and used by Teller software.
1.24. Specifications — means the requirements of the Deliverables as set forth in the Statement of Work or an amendment to this Agreement.
1.25. Statement of Work (SOW) — a document that describes the implementation services, software products, and other deliverables to be provided by CanAm (including its subcontractors if applicable) to Client under this Agreement. The initial Statement of Work is incorporated into the Cognizant Implementation Statement of Work.
1.26. Teller — an enterprise Point of Sale system that manages revenue intake from cashiering to balancing and reconciliation workflows in a single integrated database. Teller includes the reports and documentation that come with the Teller software.
1.27. Teller Annual Software as a Service Agreement — the document (i.e., this Agreement) which provides the terms and conditions under which the right to use Teller is provided to Client.
1.28. Teller System — a pre-existing set of Configurations that extends Teller by providing functionality specific to a business area.
1.29. Test Environment— the environment set up by CanAm to provide testing and training capability for Client.
1.30. Third -Party — a person, corporation, organization or entity other than Client or CanAm.
1.31. Third -Party Software — any identifiable product embedded in and/or linked to Teller software, but to which the proprietary rights belong to an independent Third -Party.
2. SCOPE OF AGREEMENT
2.1. By this Agreement, CanAm agrees to provide Client with a single Annual Subscription Software License to use the Teller System in the Production Environment at the edition specified in Exhibit A. This License includes the number of Interfaces, Concurrent Users, and/or Named Users identified in Exhibit A and subsequent purchase orders. During the term of this agreement, CanAm agrees to cooperate and work with
Client and Client's agents regarding implementation and integration of Teller Services with Workday and Client's other third -party software services that require integration with Teller Services.
2.2. Client and CanAm agree that CanAm may opt to permit the use of this Agreement by broader public sector entities to procure Teller Software as a Service according to the terms and conditions of this Agreement as follows:
"Broader Public Sector Entities" means other political subdivisions, municipalities, tax -supported agencies and non-profit entities in the United States, including all local and state government agencies, academic institutions, school boards, special districts and any other public entities as acknowledged by the Federal government and any other public entities as agreed by Client.
With respect to purchases by Broader Public Sector entities, Can/Am acknowledges that such Broader Public Sector Entities shall make purchases in their own name, make payments directly to CanAm, and shall be liable directly to CanAm, holding Client harmless.
3. TERM OF AGREEMENT
3.1. This Agreement will remain in effect for a period of one (1) year from signing and will be renewed annually thereafter upon payment by Client of the Annual Software as a Service Fee within forty-five (45) days of receipt of the renewal invoice, unless otherwise revised or terminated under the provisions of this Agreement.
Each annual renewal invoice will be issued thirty (30) days prior to renewal.
4. GRANT OF LICENSE
4.1. This Agreement provides Client with a non-exclusive and non -revocable license for Teller as identified in Exhibit A of this Agreement. This license will be effective for as long as this Agreement is in place and Client remains current with payment of their Annual Software as a Service Fee.
4.2. Client is licensed to use Teller in one (1) Test Environment and one (1) Production Environment at CanAm hosting site.
4.3. Client is licensed to use Teller only for processing transactions associated with Client's internal business or public purposes. Any other use of Teller by Client is not permitted.
5. SOFTWARE AS A SERVICE LICENSE FEE
5.1. Client agrees to pay an Annual Software as a Service Fee as specified in Exhibit A for license rights to Teller and for associated Teller support and Teller Hosting Services. The first year of the Teller Software as a Service Fee is billable upon execution of this agreement.
5.2. Client may subsequently add licenses and users throughout the Term for an additional price as set out in Exhibit A.
5.3. The Annual Software as a Service Fee does not include Configuration. CanAm may provide these Services for additional charge under a SOW or directly as professional services for the time and materials hourly rate established in Exhibit A.
5.4. Client agrees to remit payment annually within 45 calendar days of receipt of the invoice. CanAm reserves the right to charge Client one (1) per cent interest per month on the undisputed outstanding balance of any fees or expenses not paid with forty-five (45) days of date of invoice.
5.5. Subject to clause 7.3, the Software as a Service Fee includes Releases and updates that are made generally available to Teller Clients, at no additional charge to Client.
6. SUPPORT SERVICES
6.1. CanAm agrees, during the term of this Agreement, to provide Teller support services in a timely and professional manner. CanAm will provide unlimited technical support for Client's Teller support personnel described in Section 7.2 of this Agreement. Support pertains to Teller and licensed Teller Plugins.
6.2. The Teller support web site will be available 24 x 7 for submitting Client support requests. The Teller support desk will be staffed from 8:00 a.m. to 6:00 p.m. Mountain Time, Monday to Friday, excluding Colorado statutory holidays. Extended hours of coverage or on -call coverage outside of these working hours can be provided at additional rates per Section 8.
6.3. When Client submits a support request through the Teller support web site during normal CanAm hours for support, as specified in Section 6.2 of this Agreement, CanAm and Client will categorize, and CanAm will
escalate as appropriate, the support request according to the following criteria. To ensure the listed Response Time, Client must call the provided Teller support toll -free number to report or confirm Critical and High priority issues.
Severity
Definition
Response
Time
Resolution Time
Critical
Client site is down.
Major impact to operations of Client
site.
< 15
minutes
Immediate and ongoing effort,
with daily reporting to Client as
necessary until a work -around or
fix has been provided.
High
Major impairment of at least one
important function at Client site.
Operations at Client site are
impacted.
All important Client functions are
working albeit with extra work.
< 1 hour
Proceed with fix as high priority
work with reporting to Client as
necessary until a work -around or
fix has been provided.
Medium
Client Operations not significantly
impacted.
One or more minor Client functions
not working.
Major usability irritations impacting
many staff at Client.
< 4 hours
Proceed with fix as medium
priority work, according to
schedule set by CanAm.
Low
Minor usability irritations.
Work -around exists.
< 2
business
days
Proceed with fix as low priority
work, according to schedule set by
CanAm
6.4. The Software as a Service Fee does NOT include technical support for Configurations and Third -Party Software not embedded within Teller, such as (but not limited to) operating system software and Microsoft Office products. Technical support for Teller related Third -Party hardware that may be used by Client, including scanners, printers, credit terminals, and other hardware peripherals is also not included.
6.5. CanAm will not begin charging Client for resolution of a non -Teller related problem until CanAm demonstrates to Client that the source of the problem is not related to a Teller Defect and Client has authorized work to resolve the issue. No time will be charged to Client for Teller Defects reported to CanAm.
6.6. Unless otherwise specified, Teller product warranty and support activities will be conducted at and deployed remotely. Travel and living expenses to provide on -site services deemed by CanAm at its sole discretion as required to repair a Teller Defect will not be charged to Client.
7. CLIENT OBLIGATIONS AND RESPONSIBILITIES
Unless otherwise stated in a separate agreement between the parties or in a Schedule of this Agreement, the following tasks will be the sole responsibility of Client:
7.1. Infrastructure Support —managing the local Internet Service Provider (ISP) providing Client its intemet connection and/or its wireless service; managing its own networks; managing all desktop and mobile hardware for Client staff and implementing its own security policies and procedures.
7.2. First -Line Teller Support — Client is responsible for providing first -line Teller support to Client staff. First -line Teller Client support is responsible for researching issues and assessing if they are the result of a Teller Defect. Client will identify a limited number of Client staff entitled to submit Teller support requests.
7.3. Future Releases — Client acknowledges that future Releases of Teller software may require different or additional Client equipment and/or software in order to function properly. CanAm will provide Client with sufficient notification of such requirements. Client will be responsible to fund, acquire, install, and maintain such different or additional equipment and/or software.
8. PROFESSIONAL SERVICES
8.1. At the request of Client, CanAm may provide any or all of the following professional services: development of custom Configurations, report development, training, extended warranty, first line Teller support, and any
other consulting activity. CanAm professional services may be purchased for an all-inclusive fixed -cost, or on a time -and -materials basis. All time and materials services will be approved in advance by the Client in a mutually agreed Statement of Work or other written request, and invoiced monthly based on the rates specified in Exhibit A. For fixed -cost services, all terms, conditions and costs will be specified in a mutually agreed Statement of Work.
8.2. CanAm will perform the Services and provide the deliverables that are described in each Statement of Work in accordance with the terms of the SOW and this Agreement, for the price and in accordance with the delivery dates and Specifications described in the Statement of Work.
9. PAYMENT FOR SERVICES
9.1. Client will pay the fees set out in the Statement of Work, plus all applicable taxes, upon acceptance of deliverables specified in the Statement of Work, subject to receipt of invoices from CanAm.
9.2. CanAm will submit invoices and other supporting documentation which may be required by Client describing the Services and deliverables for which payment is claimed.
9.3. Client will pay, without set-off or deduction, each invoice or undisputed portion of an invoice within forty- five (45) days from receipt of the invoice. Any disputes will be resolved according to the dispute resolution process set out in Section 17 of this Agreement. CanAm reserves the right to charge Client one (1) per cent interest per month on any undisputed outstanding balance of any fees or expenses not paid within thirty (30) days of date of invoice.
10. SOURCE CODE
10.1. This license will provide Client with run-time only capability for Teller as described in Section 2 of this Agreement.
10.2. Source code (metadata) to custom Configurations, reports, and specialized code developed specifically for Client will be provided to Client upon request.
11. REPRESENTATIONS AND WARRANTIES
11.1. CanAm will repair Teller Defects reported by Client during the term of this Agreement at no additional charge to Client. CanAm will make all reasonable efforts to resolve Defects quickly, via a patch Release if necessary.
11.2. The warranty on all CanAm-developed custom Configuration is defined in the applicable SOW. Subject to clause 11.4, standard Interfaces are warranted. Material changes to the Client environment may require additional fee -based work.
11.3. CanAm does not provide warranty for any custom Configuration or custom code not developed by CanAm, or developed by CanAm and subsequently altered by Client or any Third -Party.
11.4. CanAm warrants that it has full power and authority to grant this Teller license and that as of the effective date of this Agreement, the Teller software does not infringe on any existing Intellectual Property rights of any Third Party. If a claim of infringement is made by any Third Party, CanAm may, at its sole option either:
a) secure for CLIENT the right to continue using the Teller software; or b) modify the Teller software so that it does not infringe.
If neither of the foregoing options is reasonably available to CanAm, then use of the impacted portions of the Service may be terminated at CanAm's option if and only if CanAm is terminating use of the impacted portions of the Service to all other CanAm Clients affected by the Claim and CanAm's sole liability (other than its obligation to defend and indemnify as set forth in the section 14) shall be to refund any prepaid fees for the Service that were to be provided after the effective date of termination, as well as any fees paid by Client attributable to the enjoined portions of the Service for the period of time Client was enjoined from use of the Service. In addition, CanAm will not object to Client's participation in the defense against any proposed injunction which would impact Client's ability to use the Service.
This represents Client's sole and exclusive remedy with respect to this warranty.
11.5. CanAm has no obligation for any claim of infringement based on a Client or Third Party modified version of the Teller software or based on the combination of the Teller software with any Third Party product not
provided by CanAm. CanAm provides no warranty whatsoever for any Third Party software or hardware products.
11.6. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CANAM AND ITS LICENSORS AND
SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABLE QUALITY
OR FITNESS FOR PARTICULAR PURPOSE, WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR TRADE USAGE.
11.7. THIS SECTION 11 SETS OUT THE SOLE AND EXCLUSIVE REMEDY WHICH APPLIES OR SHALL APPLY TO TELLER AND THE SERVICES. NO ORAL OR VERBAL ADVICE OR INFORMATION
GIVEN BY EITHER PARTY, THEIR AFFILIATES OR ITS OR THEIR AGENTS, SERVANTS,
EMPLOYEES, OR REPRESENTATIVES, SHALL CREATE A DIFFERENT OR GREATER
WARRANTY, AND THE PARTIES ACKNOWLEDGES THAT IT MAY NOT RELY UPON ANY SUCH
ORAL OR WRITTEN COMMUNICATIONS TO CREATE OR ESTABLISH WARRANTY RIGHTS IN EXCESS OF THE SOLE AND EXCLUSIVE WARRANTY HEREIN.
12. OWNERSHIP OF SOFTWARE AND DATA
12.1. CanAm has exclusive licensing and distribution rights for Teller software (Copyright © 2004 — 2024, all rights reserved), including Teller; licensed Teller Plugins, and licensed Teller Interfaces within the United States of America and Canada. Client will not remove any ownership or copyright notices from Teller software or documentation. Reproduction, disassembly, decompilation, transfer, reverse engineering, or disclosure to others, in whole or in part, of Teller is strictly prohibited.
12.2. CanAm is, and will remain, the exclusive owner, or is the authorized agent of the owner of Teller proprietary information, and all patent, copyright, trade secret, trademark, and other Intellectual Property rights remain solely with CanAm. No license or conveyance of any such rights to Client is granted or implied under this Agreement.
12.3. CanAm will retain ownership of the Intellectual Property associated with Enhancements or Interfaces developed by CanAm for Client.
12.4. Client is deemed to own any custom Configuration for their Teller installation. Client grants CanAm a non- exclusive, perpetual, irrevocable, royalty -free, worldwide license to use, reproduce, sublicense, modify, and sell the custom Configuration developed pursuant to this Agreement without compensation to Client.
12.5. Notwithstanding anything to the contrary herein, each Party and its respective personnel and contractors shall be free to use and employ its and their general skills, know-how, pre-existing IP and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as it or they acquire and apply such information without disclosure of any Confidential Information of the other Party.
12.6. Client may not sell, rent, lease, give, distribute, assign, pledge, sublicense, loan, timeshare, or otherwise transfer Teller software or documentation to any other Party. Client agrees not to distribute Teller as part of any other software product, commercial or otherwise, without the prior written approval of CanAm.
12.7. Client will retain sole and complete ownership of its data at all times, regardless of the location of the data, and CanAm may not make any use of Client data other than for testing and Service delivery purposes, without the prior written consent of Client.
13. CONFIDENTIAL AND PROPRIETARY INFORMATION
13.1. Each Party will hold in confidence, and will not disclose to any unauthorized personnel, any confidential or proprietary information of the other Party. Each Party will use such confidential or proprietary information only for the purpose for which it was disclosed.
13.2. As used in this Agreement, the term "confidential or proprietary information" ("Confidential Information") means all trade secrets or proprietary information designated as such in writing by one Party to the other. All software code in source of object format will be deemed to be proprietary information regardless of whether it is marked as such. Information which is orally or visually disclosed by one Party to the other, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, will constitute proprietary information of the releasing Party if:
a) it would be apparent to a reasonable person, familiar with the business of the releasing Party and the industry in which it operates, that such information is of a confidential or proprietary nature; or b) The releasing Party, within thirty (30) calendar days after such disclosure, delivers to the receiving Party a written document describing such information and referencing the place and date of such oral, visual, or written disclosure, and the names of receiving Party personnel to whom such disclosure was made.
13.3. Each Party will only disclose Confidential Information received by it under this Agreement to personnel who have a need to know such Confidential Information for the performance of its duties and who are bound by an agreement to protect the confidentiality of such Confidential Information.
13.4. Each Party will adopt and maintain programs and procedures which are reasonably calculated to protect Confidential Information, and will be responsible to the other Party for any disclosure or misuse of Confidential Information which results from a failure to comply with this provision. Each Party will promptly report to the other Party any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the offended Party to prevent, control, or remedy any such violation.
13.5. The obligations of each Party specified above will not apply with respect to any Confidential Information, if the receiving Party can demonstrate, by reasonable evidence, that such Confidential Information:
a) was generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the receiving Party;
b) was already in the possession of the receiving Party at the time of disclosure; c) becomes known to the receiving Party through disclosure by sources having the legal right to disclose such Confidential Information;
d) was independently developed by the receiving Party without reference to, or reliance upon, the Confidential Information; or
e) was required to be disclosed by the receiving Party to comply with applicable laws or governmental regulations, including the Califomia Public Records Act, provided that the receiving Party provides prompt written notice of such disclosure to the offended Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure and, if possible, ensure that the confidentiality obligations of this Agreement are maintained.
13.6. If Client is subject to freedom of information legislation CanAm agrees to adhere to the standards outlined in such legislation regarding protection of privacy and disclosure of records with respect to all work done for Client pursuant to this Agreement.
13.7. Upon termination of this Agreement, each Party will make all reasonable efforts to return to the other Party all tangible manifestations, and all copies thereof, of Confidential Information received by the other Party under this Agreement, if requested to do so by the disclosing Party. In addition, each Party shall certify in writing that it has not retained any copies of any materials belonging to or furnished by the other Party, and that any software provided by the other Party pursuant hereto has been deleted from that Party's computer and no copies have been retained in any form. The foregoing obligation shall not apply to Confidential Information that: (i) a Party deems necessary to retain to comply with applicable laws and regulations; and (ii) exists only as part of regularly generated electronic backup data, destruction of which is not reasonably practicable.
14. LIMITATIONS OF LIABILITY AND INDEMNITY
14.1. CANAM'S MAXIMUM TOTAL LIABILITY FOR ANY ACTION, CLAIM, LOSS OR DAMAGE
ARISING OUT OF TELLER AND THE PERFORMANCE OF ANY SERVICES IN CONNECTION WITH
THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, CLAIM, LOSS OR DAMAGE, BE IT
CONTRACT, TORT, STATUTE OR OTHERWISE, SHALL BE AN AWARD FOR DIRECT PROVABLE
DAMAGES THAT IN NO EVENT EXCEED THE AGGREGATE OF THE AMOUNTS PAYABLE TO CANAM UNDER THE TERM OF THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
14.2. CLIENT SPECIFICALLY ACKNOWLEDGES AND CONFIRMS THAT UNDER NO CIRCUMSTANCES
WHATSOEVER WILL CANAM BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY,
SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR KIND, OR ANY LOSS
RESULTING FROM BUSINESS DISRUPTION ARISING FROM THE USE OF TELLER, OR FROM
ANY SERVICES COVERED UNDER THE TERMS OF THIS AGREEMENT, REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
PRODUCT LIABILITY OR OTHERWISE, EVEN IN THE EVENT THAT CANAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.3. Subject to Section 14.1 and 14.2, CanAm will indemnify and hold harmless Client and its affiliates, employees and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys' and expert witnesses' costs and fees) arising from or relating to any Third Party claim caused by the intentional misconduct or gross negligence of CanAm or any of its employees, agents or subcontractors in performing the Services.
14.4. Notwithstanding anything stated in this Agreement to the contrary, and to the extent that under the express terms of this Agreement or any other agreement then in effect between the Parties, neither Party will be liable under any provision under this Section if any patent, copyright, or trade secret infringement or any other claim is based upon or caused by the following: (i) a use for which the Services were not designed or specified; (ii) design specifications or any data, information, drawings, manuals, script, etc., provided from one Party to the other, which has resulted in the infringement action; (iii) the combination, operation or use of the Services with any other product or services, to the extent that such combination, operation, or use results in the loss, damage, claim or expense in question; and/or (iv) use of a superseded release of licensed software if the infringement would have been avoided by the use of a current release of the licensed software. Should any claim of infringement be made based upon (i) through (iv) above, the infringing party and its affiliates shall be indemnified and held harmless for all costs, expenses, loss, damage or liability arising therefrom.
14.5. In the event of a Third Party claim for which Client is or may be entitled to indemnification hereunder, CanAm will assume the defense at CanAm's sole expense. CanAm will consult with Client regarding any settlement of any Third Party Claim but shall not be required to receive Client's consent to settle any such claim. Notwithstanding the foregoing, Client is entitled to be represented in any such action, suit, or proceeding at its own expense and by counsel of its choice.
14.6. Notwithstanding clause 14.5, CanAm shall defend, indemnify and hold Client harmless against any loss, damage or costs (including reasonable attorneys' fees) in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Client by a third party alleging that the use of the Service infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; provided, however, that Client: (a) promptly gives written notice of the Claim to CanAm; (b) gives CanAm sole control of the defense and settlement of the Claim (provided that CanAm may not settle any Claim unless it unconditionally releases Client of all liability); and (c) provides to CanAm, at CanAm's cost, all reasonable assistance. CanAm shall not be required to indemnify Client in the event of: (w) modification of the Service by Client, its employees, or authorized parties in conflict with Client's obligations or as a result of any prohibited activity as set forth herein; (x) use of the Service in a manner inconsistent with the Documentation; (y) use of the Service in combination with any other product or service not provided by CanAm,; or (z) use of the Service in a manner not otherwise contemplated by this Agreement.
15. TERMINATION AND DEFAULT CONDITIONS
15.1. CanAm may terminate this Agreement if: Client fails to make required payments within 90 days of due date, Client materially fails to fulfill its obligations and responsibilities or breaches any material term of this Agreement, Client becomes bankrupt or insolvent, or if a receiver is appointed to manage the property and assets of Client. If any of the above conditions are encountered, CanAm will provide written notice to Client and provide 30 calendar days for Client to remedy the default. If the default is not rectified within 30 calendar days, CanAm will have cause to terminate this Agreement.
15.2. Client may terminate this Agreement if: CanAm materially fails to fulfill its obligations and responsibilities or breaches any material term of this Agreement, CanAm becomes bankrupt or insolvent, or if a receiver is appointed to manage the property and assets of CanAm. If any of the above conditions are encountered, Client will provide written notice to CanAm and provide 30 calendar days for CanAm to remedy the default. If the default is not rectified within 30 calendar days, Client will have cause to terminate this Agreement.
15.3. Termination of this Agreement will not affect the provisions of this Agreement relating to the payment of amounts due under Section 5; Software as a Service License Fees, Section 14; Limitation of Liability and Indemnity, Section 13; Confidentiality; or any other obligations of the parties which by their nature are intended to survive termination of this Agreement.
16. RIGHTS AND OBLIGATIONS
16.1. If either CanAm or Client terminates this Agreement, CanAm will retain all fees for Services delivered to Client up to the date of termination. CanAm will refund a pro -rated portion of the Annual Software as a Service Fee to Client, based on the number of full or partial calendar months of service provided under the Agreement since the last annual renewal date.
16.2. Any termination by either Party as provided in this Agreement will not in any way operate to deny any right or remedy of the other Party, either at law or in equity, or to relieve a Party of any obligation to pay the sums due under this Agreement, or of any other obligation accrued prior to the effective date of termination.
16.3. Upon termination of this Agreement, Client agrees to cease any and all operational use of Teller and further agrees to delete all Teller software from the Client Infrastructure. CanAm agrees to make reasonable provision for an extract of Client's operational data from Client's Production Environment if requested by Client.
16.4. Teller is subject to the export control laws of the United States and other countries. Client may not export or re-export Teller software without the appropriate United States and foreign government licenses. Client must comply with all applicable export control laws and will defend, indemnify and hold CanAm harmless from any claims arising from Client's violation of such export control laws.
17. DISPUTES
17.1. CanAm and Client will both separately and jointly use diligent efforts to establish positive and ongoing communications both within and between their respective organizations. Key personnel within CanAm and Client will communicate regularly in order to review the status and priorities for the provision of services by CanAm and Client.
17.2. In the event of any dispute arising between CanAm and Client with respect to their rights and obligations under this Agreement, the Party feeling itself aggrieved will notify the other Party of the substance in writing of such grievance. Both parties agree to work in good faith and make all reasonable efforts to resolve the dispute, including, if necessary, escalating the dispute to:
• First level: the Project Manager of CanAm and the Project Manager for Client; and • Second level: the President/CEO of CanAm and the Chief Executive for Client.
18. RELATIONSHIP OF THE PARTIES
18.1. Each of the Parties is an independent contractor. Nothing herein shall be construed to place the Parties in a relationship of principal and agent, partners or joint venturers, and neither Party shall have the power to obligate or bind the other Party in any manner whatsoever.
19. WAIVER
19.1. No failure or delay on the part of either Party to exercise any right or remedy hereunder will operate as a waiver of such right or remedy.
20. ASSIGNMENT AND SUCCESSION
20.1. This Agreement, including all of its rights and obligations created hereunder, shall not be assigned or transferred in any manner whatsoever (except upon transfer of majority ownership of a Party's business by merger, or consolidation, in which case the Agreement may be assigned to the succeeding owner) unless with the prior written consent of the opposite Party signed by an officer thereof, which consent will not be unreasonably withheld. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.
21. NON SOLICITATION
21.1. Client agrees that for the duration of this Agreement, and for a period of one (1) year from the date of termination of this Agreement (or the date of termination of the fmal SOW if that date is later), it will not on its own behalf or on behalf of any other person or entity: (a) initiate contact for the purposes of hiring or contracting the service of, or (b) directly or indirectly solicit or induce for employment, or otherwise offer to hire or contract the services of, any employee, contractor or agent of CanAm who is directly related to the provision of services hereunder. Notwithstanding the foregoing, the provisions of this Section 21.1 shall not apply to the hiring of: (i) any individual who is hired as a result of responding to a general public "help wanted" type of solicitation by a Party; or (ii) any individual who, of his or her own volition, approaches, contacts, or solicits a Party for employment or other working arrangements and who such Party has not induced or solicited to make such approach, contact, or solicitation.
22. FORCE MAJEURE
22.1. Neither Party shall be under liability to each other by reason of non-performance or delay in performance of any obligation hereunder caused by Force Majeure, to the extent that non-performance or delay is attributable to such Force Majeure and only for the duration of the Force Majeure and the effect upon its ability to perform its obligation hereunder.
23. SEVERENCE
23.1. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision can be severed from this Agreement and all other provisions will remain in full force and effect.
24. INSURANCE
24.1. CanAm shall, at its own expense and without limiting liabilities under this Agreement, insure its operations according to the insurance requirements set out in Exhibit D.
24.2. CanAm shall provide Client with acceptable evidence of insurance upon request.
25. CURRENCY
25.1. Unless otherwise noted, all reference to payment amounts in this Agreement are in U.S. dollars.
26. GOVERNING LAW
26.1. This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of California. The parties irrevocably attom to the jurisdiction of the courts of the State of California, County of Santa Barbara.
27. COUNTERPARTS
27.1. This Agreement may be executed in two or more counterparts, by facsimile or otherwise, each of which is an original, and all of which together constitute one and the same instrument, notwithstanding that all parties are not signatories to the same counterpart.
28. ENTIRE AGREEMENT
28.1. This Agreement, and any applicable attachments, SOWs, schedules, exhibits or other documents constitutes the entire agreement of the Parties with regard to the matters herein, and supersedes all other prior written or oral agreements, representations and other communications between the Parties. All terms of any order acknowledgement or other document provided by Client, including but not limited to any pre-printed terms thereon and any terms that are inconsistent, add to, or conflict with this Agreement, shall be null and void and of no legal force or effect. No modification of this Agreement is valid unless set out in writing by the Parties.
Can/Am Technologies, Inc. City of Santa Maria
Signature Signature
Name Name
Title Title
Date Date
Exhibit A
Annual Software as a Service Fees
Licensed Teller Modules, Interfaces and Users
i L_i, _ik-
Description
Quantity
MI
Monthly Base
Amount
Teller Standard License
Teller Standard License Package:
• Production instance of Teller
• Test instance of Teller
• 3 Concurrent User Licenses
• Credit Processing Interface
• Unlimited read-only users
• Hosting and Support Services
1 S2,465
Future Additional Concurrent
Users @
$150/month/user, discounted to
$114
Concurrent User Licenses (total: 25 user
licenses)
22 $2,508
Future Business System
Interfaces at
$200/month/interface, for
BAFO $190
Workday A/R,
Sprypoint UB Interface
2 $380
Future End of Day Payment
Import Interfaces @
$100/interface, for BAFO $95
• Paymentus Import
• Remit Central
• CentralSquare
• Active.Net
• Progressive Solutions
• WasteWorks
6 $570
Revenue
Submission
Not quoted, available for a future phase
0 $0
Image Cash Letter License
For deposit of scanned checks to bank
1 $285
Check Recognition
Processing License
For automatic read of check amount and
number
14.000
$143
Teller Online
Not quoted, available for a future phase
0 $0
Monthly Total
Pricing based on annual payment
$6,351
Annual Software as a Service Fees
License and all other fees are in US dollars and exclude any applicable taxes.
Time Period
Year 1
$76,215
Year 2
$79,264
Year 3
$82,434
Year 4
$85,732
Year 5
$89,161
Professional Services
All rates are in US dollars and exclude any applicable taxes.
Service
I Rate
Professional Services Hours
$185/hr
After year one, Annual Fees and the Professional Services Hourly rate will be subject to an annual increase equal to the increase in the Consumer Price Index during the preceding year. For planning purposes, the above pricing estimates the CPI increase at 4% annually. For clarity, in no event shall the Annual Fee or the Professional Services Hourly rate decrease. For purposes hereof "Consumer Price Index" shall mean the Consumer Price Index for All Urban Consumers, U.S. City Average, published by the Bureau of Labor Statistics of the United States Department of Labor, All Items (1982-84=100).
Additional licenses and/or users may be added throughout the Term of this Agreement. The price for each added license and/or user will be pro -rated to the annual renewal date, itemized accordingly in an invoice, and henceforth included in the annual invoice.
CAN/AIM
TECHNOL
Equipment prices are estimated and provided based on current rates, and subject to change due to changing hardware costs.
it
Unit Price Quantity
Receipt Printer
Epson TM-M3011/USB/Ethernet Thermal
Printer Black
$312 0
$0
Check Scanner
CX30-IJ Digital Check CheXpress Single
Document Check Scanner with Rear Ink Jet
$481
0 $0
Check Scanner -
Bulk
Digital Check TS 240 50 DPM, 100 doc
feeder, 100 doc output pocket (WITH ink jet
endorser)
$937
0 $0
Cash Drawer
JB320-BL1816-C APG, SERIES 4000,
HEAVY DUTY CASH DRAWER + cable
$328
0 $0
Receipt
PrinterNalidator
Epson TM H -6000V
$761
0 $0
Total Equipment
0 $0
CAN/AM
TECHNOLOGIES
Exhibit B
Hosting Service Level Agreement
1. OWNERSHIP OF DATA
1.1. Regardless of the location of the hosting facility, Client will retain sole and complete, legal and beneficial ownership of its data stored on the Hosting Services Site.
1.2. CanAm's responsibilities and rights regarding Client data are solely restricted to the provision of services described in this Hosting SLA. CanAm may not make any other uses of Client data for any reason whatsoever, without the express written consent of Client, unless ordered to release such data by a court of competent jurisdiction.
1.3. Client may request return of any or all of its data at any time, for any reason, including for a period of 120 days post contract termination, and CanAm will provide such data within a reasonable period of time, in a mutually agreeable format.
2. OVERVIEW OF HOSTING SERVICES
2.1. CanAm is committed to providing secure, reliable and dedicated Hosting Services to Client. For maximum protection and value to Client, CanAm will contract with Amazon AWS for provision of a hosting facility in the United States.
2.2. CanAm reserves the right to change hosting providers to an alternate service providing comparable functionality, and meeting the standards in this document.
2.3. All hosting services will be provisioned from data centers located within the United States.
2.4. In return for Annual Software as a Service Fee from Client, CanAm will provide the following services to Client:
Service
Description
Secure Hosting
Site
A secure hosting facility with 24/7 security control.
Internet Service
Providers
A facility with stable network connectivity across North America.
Internet services will be routed through multiple independent carriers to eliminate single -carrier points of failure.
Data and Service
Redundancy
Redundant storage across multiple zones providing failover in the event of a catastrophic failure at the primary hosting site.
Software
Operating System, Database and Virus Protection software as required to run the Teller environments.
CanAm will keep systems secure by keeping them up-to-date on security patches and security audits, and all Third -Party critical updates will be applied in a timely manner following Third -Party vendor notification.
Teller Software
Updates
CanAm will test and install into the Teller system at the Hosting Services Site all updates to the Teller system and Teller Interfaces for Client -specific emergency bug fixes, as well as all Teller point, maintenance and patch Releases which are made available during the term of this Agreement.
Performance
Monitoring
CanAm will monitor the performance of systems at the Hosting Services Site, to maintain system stability and performance.
VCAN/TECHNOLAMES
CanAm will provide patch management, event log management and system tuning. CanAm will review system logs on a weekly or as - needed basis.
Data Backups
Securing Client data against loss is a key provision within the SLA. Full backups will be performed on a regular basis.
3. AVAILABILITY COMMITMENT, ISSUE TRACKING, AND REMEDIES
3.1. While the Hosting Services Site availability will generally be expected to be 24 x 7 (except for scheduled or critical outages), the commitment of CanAm is to provide Hosting Services site availability during CanAm business hours (8:00 am — 6:00 pm Monday through Friday Mountain Time) for 99% uptime or better in a calendar month. Credits may be claimed only against loss of Hosting Services during CanAm business hours.
3.2. If CanAm during regular Client business hours fails to provide Hosting Services availability, as defined below, in any given calendar month, CanAm will issue a credit towards future Hosting Service Fees in accordance with the following schedule:
Hosting Services Site Availability
Credit Percentage (of monthly fee)
99.0% to 100%
0%
98.0% to 98.9%
2.5%
97.0% to 97.9%
5%
95.0% to 96.9%
7.5%
90.0% to 95.0%
25%
Below 90.0%
1 100%
3.3. Can/Am will provide a monthly report identifying any downtime in the previous month. Downtime will be calculated to the minute from the time it is first detected (by our monitoring or by Client report) until service is restored, during the guaranteed availability time period defined in 3.1. Downtime percentage is calculated as: Minutes of Downtime / (Daily Guaranteed Availability Minutes X Number of Business Days in Month — Emergency Outage Minutes). Credits will be applied to the next billing cycle.
3.4. The total amount credited to Client for any given month under this Hosting SLA will not exceed the total Annual Software as a Service fee paid by Client for such month for the affected service. Except in cases of gross negligence, client specifically acknowledges and confirms that under no circumstances whatsoever will CanAm be liable for any incidental, indirect, exemplary, special or consequential damages of any nature or kind, or any loss resulting from business disruption arising from any services covered under the terms of this agreement, regardless of the form of action, whether in contract, tort (including negligence), strict product liability or otherwise, even in the event that CanAm has been advised of the possibility of such damages.
3.5. Client will not receive any credits under this Agreement in connection with any failure or deficiency of CanAm Hosting Services caused by:
• Scheduled Maintenance — Time allocated for scheduled monthly maintenance or critical updates of servers and other CanAm equipment will not be considered "down time" as used in the calculation of Hosting Services availability described in Section 3.2 of this Hosting SLA. Maintenance will be scheduled for outside of Client Business hours specified in Section 3.1 of this Hosting SLA. The schedule for regular monthly maintenance windows will be provided to the Client at least 4 weeks prior. Except for emergencies, maintenance outages will be communicated via e-mail to the Client at least 2 business days in advance of any such outage.
VCAN/TECHNOLAMES
• Client Equipment — Client is solely responsible for maintaining all Client equipment not at the Hosting Services Site and for ensuring that such equipment is in proper working order, has the correct software installed, and has the ability to connect to the CanAm Hosting Services for the exchange of data.
• Client ISP Provider — Client is solely responsible for maintaining all Client connections with local Internet Service Providers (ISPs) and for resolving any problems that might arise with local ISP connections.
• Internet Outages — CanAm is not responsible for Internet outages (including ISP peering) that may make CanAm Hosting Services appear inaccessible when others can still access it. • Client Acts or Omissions — including acts or omissions of others engaged or authorized by Client, including, without limitation, any negligence, willful misconduct, or use of the Hosting Services in breach of the terms and conditions of this Hosting SLA. • Force Majeure
CAN/ABM
Exhibit C
RFP Response Functional Requirements
Exhibit C - Teller Functional Specifications from RFP Response ID
Business
Area
Functional Area
Use Case
Requirement
Priority
Availability
Required Products
Cost
Comments
292
Finance
Accounts Receivable
Process a
customer
payment
System can identify
returned or non -sufficient
funds checks and create
an associated fee.
0 - Optional
Y - Yes
Teller Cashiering
Teller can display any information, such as this that is rcccivcd via the API from the A/R system
295
Finance
Accounts Receivable
Process a
customer
payment
System can prevent
duplicate payments from
being applied to an
invoice after it has been
fully paid.
R - Required
Y - Yes
Teller Cashiering/AR system
Teller can display any information, including the balance that is received via the API from the A/R system
297
Finance
Accounts Receivable
Process a
customer
payment
Ability to apply
overpayment amounts to
other invoices for a
customer.
R - Required
Y - Yes
Teller Cashiering/AR system
Teller can display any information, including the balance that is received via the API from the A/R system. Teller can also apply payments to multiple invoices within the same receipt
445
Finance
Cash Receipting
Process
payments
Ability to quickly access a
menu of
transaction/charge code
types when accepting
payments over -the-
counter.
R - Required
Y - Yes
Teller Cashiering
Teller can be configured so that each user views the codes that are appropiatc to them
446
Finance
Cash Receipting
Process
payments
Ability for each user to
set their own favorite
receivable/charge code
types to facilitate faster
entry in each
department.
D - Desired
Y - Yes
Teller Cashiering
Teller can be configured so that each user views the codes that are appropiatc to them
447
Finance
Cash Receipting
Process
payments
Ability to filter the list of
AR and charge codes
when processing a
payment based on the
user's location or
department.
D - Desired
Y - Yes
Teller Cashiering
Teller can be configured so that each user views the codes that are appropiate to them
448
Finance
Cash Receipting
Process
payments
Ability to restrict
payment to cash only as
directed by customer
alerts.
R - Required
Y - Yes
Teller Cashiering
Teller can display any information that is received from the A/R system including "cash only"
449
Finance
Cash Receipting
Process
payments
Ability to calculate the
amount of change due
back from amount
tendered.
R - Required
Y - Yes
Teller Cashiering
450
Finance
Cash Receipting
Process
payments
Cashier can scan
customer invoice, so
system will automatically
associate the payment
with that invoice.
R - Required
Y - Yes
Teller Cashiering
Tellers interface with the A/R system is real-time bi-directional. An invoice is scanned by cashier, Teller makes a call to the A/R system for the appropiatc information, the payment is madc and Teller pushes the payment information back to the A/R system in real-time 451
Finance
Cash Receipting
Process
payments
System identifies/flags
duplicate payments for
AR transactions at time
of entry.
D - Desired
Y - Yes
Tcllcr Cashiering
Teller can display any information that is received from the A/R system including balances
Exhibit C - Teller Functional Specifications from RFP Response ID
Business
Area
Functional Area
Use Case
Requirement
Priority
Availability
Required Products
Cost
Comments
452
Finance
Cash Receipting
Process
payments
System will allow
cashiers to apply
payments to more than
one outstanding invoice
across departments.
0 - Optional
Y - Yes
Teller Cashiering
453
Finance
Cash Receipting
Process
payments
System will allow
cashiers to collect
payment in multiple
forms of payment (cash,
check, credit, etc.) in a
single transaction.
R - Required
Y - Yes
Teller Cashiering
454
Finance
Cash Receipting
Process
payments
System will flag
payments received for
which no match to an
invoice has been
determined (pre -
payments, duplicates).
R - Required
Y - Yes
Teller Cashiering
Teller will send that information back to the A/R system 455
Finance
Cash Receipting
Process
payments
Payments files can be
imported from multiple
3rd party payment
organizations (e.g.
lockbox, online payments,
Kiosks, etc.).
R - Required
Y - Yes
Teller Cashiering
456
Finance
Cash Receipting
Process
payments
Once a payment
is entered on an
account, staff across the
organization can see the
pending payment on the
account.
R - Required
Y - Yes
Teller Cashiering
457
Finance
Cash Receipting
Process
payments
Ability to take receipts
offline in the system
when the main system is
non -operational (down
for maintenance, etc.)
and upload after the fact.
D - Desired
Y - Yes
Teller Cashiering
Tcllcr can be configured to accept payments even if the main integrated Financial system is down for maintenance.
458
Finance
Cash Receipting
Process
payments
System allows
transactions to be voided
and refunded if user has
proper authority, with
workflow approval after
processing.
R - Required
Y - Yes
Teller Cashiering
459
Finance
Cash Receipting
Process
payments
System allows cashier to
select a pre-set
transaction type for
common transactions in
the City.
R - Required
Y - Yes
Teller Cashiering
Exhibit C - Teller Functional Specifications from RFP Response ID
Business
Area
Functional Area
Use Case
Requirement
Priority
Availability
Required Products
Cost
Comments
460
Finance
Cash Receipting
Process
payments
System can tie
departments to their own
merchant ID, so credit
card payments for each
merchant ID can be
reconciled separately.
R - Required
Y - Yes
Teller Cashiering
461
Finance
Cash Receipting
Process
payments
System can automatically
add a credit card fee to a
transaction.
R - Required
Y - Yes
Teller Cashiering
Normally this fee is added by the credit processor. Open to talk to the City which approach makes the most sense.
462
Finance
Cash Receipting
Process
payments
System can maintain
different credit card fee
percentages for each
credit card provider.
R - Required
Y - Yes
Teller Cashiering
See above
463
Finance
Cash Receipting
Process
payments
System can process
direct debit transactions.
R - Required
Y - Yes
Teller Cashiering
464
Finance
Cash Receipting
Process
payments
Ability to designate
whether a transaction
was post -marked on -
time to remove potential
interest/fees that may be
applied to the bill
associated with that
payment (i.e., use of
effective dates).
D - Desired
Y - Yes
Teller Cashiering
465
Finance
Cash Receipting
Process
payments
Ability to specify the
default order in which
receipts are processed
against outstanding
receivables with the
option of overriding the
order. This would include
outstanding receivables
across all modules.
R - Required
Y - Yes
Teller Cashiering
Teller will pass the payment information to the A/R system where the appropriate business rules. such as payment order can be applied 466
Finance
Cash Receipting
Process
payments
Ability to assign each
transaction a unique
receipt number which is
auto -generated by the
system.
R - Required
Y - Yes
Teller Cashiering
467
Finance
Cash Receipting
Process
payments
Ability to accept full or
partial payments for an
invoice.
R - Required
Y - Yes
Teller Cashiering
468
Finance
Cash Receipting
Process
payments
Ability to accept
payments without an
invoice.
R - Required
Y - Yes
Teller Cashiering
Teller allows for an unlimited number of user -defined itcm codes for payments
469
Finance
Cash Receipting
Process
payments
Ability to enter internal
comments at time of
transaction.
R - Required
Y - Yes
Teller Cashiering
Exhibit C - Teller Functional Specifications from RFP Response ID
Business
Area
Functional Area
Use Case
Requirement
Priority
Availability
Required Products
Cost
Comments
470
Finance
Cash Receipting
Process
payments
Ability to prompt user at
time of entry/scan that
the account being
receipted to has had a
history of bad
checks/credit card
chargebacks based on
user defined rules.
R - Required
Y - Yes
Teller Cashiering
Teller can display any information that is received from the A/R system including this information
471
Finance
Cash Receipting
Process
payments
Ability to enter in a cash
receipt that does not
have pre -defined codes
where the clerk will have
to enter in the GL
account(s) manually.
R - Required
Y - Yes
Teller Cashiering
472
Finance
Cash Receipting
Process
payments
Ability to select from
configurable reason
codes when canceling
any payment.
R - Required
Y - Yes
Teller Cashiering
474
Finance
Cash Receipting
Print a
receipt
System can generate a
receipt showing the
amount paid for each
item/service in the
transaction.
R - Required
Y - Yes
Teller Cashiering
Receipts are configurable by City
475
Finance
Cash Receipting
Print a
receipt
Cashier can re -print a
receipt for a transaction.
R - Required
Y - Yes
Teller Cashiering
476
Finance
Cash Receipting
Print a
receipt
Cashier can opt not to
print a receipt for a
transaction.
R - Required
Y - Yes
Teller Cashiering
477
Finance
Cash Receipting
Print a
receipt
Cashier can choose to
print on normal paper or
receipt paper, depending
on equipment available
to them.
R - Required
Y - Yes
Teller Cashiering
Tcllcr can be configured per system to print receipts either to a receipt printer or office printer.
478
Finance
Cash Receipting
Print a
receipt
Ability to choose whether
to print and/or email a
receipt to a customer.
R - Required
Y - Yes
Teller Cashiering
479
Finance
Cash Receipting
Print a
receipt
Ability to print
configurable comments
and messages on the
receipt, which can be
different for each
department/area.
R - Required
Y - Yes
Teller Cashiering
480
Finance
Cash Receipting
Printa
receipt
Ability to print different
standard receipt
information (e.g.
address/department) by
user location.
R - Required
Y - Yes
Teller Cashiering
Exhibit C - Teller Functional Specifications from RFP Response ID
Business
Area
Functional Area
Use Case
Requirement
Priority
Availability
Required Products
Cost
Comments
481
Finance
Cash Receipting
Print a
receipt
Ability to have an
unlimited number of
detail lines per receipt.
R - Required
Y - Yes
Teller Cashiering
482
Finance
Cash Receipting
Hold a
transaction
Ability to place receipts
on "hold" for subsequent
release by authorized
staff.
R - Required
Y - Yes
Teller Cashiering
483
Finance
Cash Receipting
Hold a
transaction
Ability to release "held"
receipts based on user
authorization.
R - Required
Y - Yes
Teller Cashiering
484
Finance
Cash Receipting
Hold a
transaction
Ability to define security
for users who are
allowed to place receipts
on "hold" and those that
are allowed to "post"
receipts.
R - Required
Y - Yes
Teller Cashiering
485
Finance
Cash Receipting
Balance cash
receipts
System supports
maintaining and
balancing multiple cash
registers.
R - Required
Y - Yes
Teller Cashiering
486
Finance
Cash Receipting
Balance cash
receipts
System will balance daily
cash receipts to a bank
deposit.
R - Required
Y - Yes
Teller Cashiering
487
Finance
Cash Receipting
Balance cash
receipts
Ability to edit and correct
transaction errors prior to
posting with proper
authorization.
R - Required
Y - Yes
Teller Cashiering
With appropriate security
488
Finance
Cash Receipting
Create
deposits
Ability to print a deposit
ticket with appropriate
deposit tracking code.
D - Desired
Y - Yes
Tcllcr Cashiering
489
Finance
Cash Receipting
Create
deposits
Ability to assign a bank
bag number to each
deposit slip.
D - Desired
Y - Yes
Teller Cashiering
Image Cash Letter is also available
490
Finance
Cash Receipting
Create
deposits
Ability to provide end -of -
day check list by user
detailing each check
(payee, amount, number,
etc.) included in a
deposit.
D - Desired
Y - Yes
Teller Cashiering
491
Finance
Cash Receipting
Manage cash
batches
System can import batch
of cash receipts and
collections data from
remote sites/third party
systems (credit card
processor, online
banking, etc.).
R - Required
Y - Yes
Teller Cashiering
Exhibit C - Teller Functional Specifications from RFP Response ID
Business
Area
Functional Area
Use Case
Requirement
Priority
Availability
Required Products
Cost
Comments
492
Finance
Cash Receipting
Manage cash
batches
System has the ability to
create manual batches
(e.g. drop box or mail -in
payments).
R - Required
Y - Yes
Teller Cashiering
493
Finance
Cash Receipting
Manage cash
batches
System allows back -
dating the effective dates
of batches.
R - Required
Y - Yes
Tcllcr Cashiering
494
Finance
Cash Receipting
Manage cash
batches
System allows a batch to
be closed with a negative
balance (e.g. when
transactions were made
as adjustments).
R - Required
Y - Yes
Teller Cashiering
495
Finance
Cash Receipting
Manage cash
batches
System allows a batch to
be closed with net zero
balance.
R - Required
Y - Yes
Tcllcr Cashiering
496
Finance
Cash Receipting
Manage cash
batches
System allows batches to
be entered and closed by
a department and sent to
finance via a workflow
for final edits, approval,
and posting.
R - Required
Y - Yes
Teller Cashiering
497
Finance
Cash Receipting
Manage cash
batches
Ability to accommodate
numerous P.O.S.
terminals throughout the
City and consolidate all
P.O.S. terminal receipts
at day's end.
R - Required
Y - Yes
Teller Cashiering
498
Finance
Cash Receipting
Manage
customer
accounts
Ability to view
customer's unpaid
balance for all
outstanding receivables.
D - Desired
Y - Yes
Tcllcr Cashiering
Tcllcr can display any information that is received from the A/R system including this information
500
Finance
Cash Receipting
Provide
customer
portal
Customers can create an
account on a customer
portal that will allow
them to pay invoices
online.
R - Required
Y - Yes
Teller Cashiering
Via the Teller Online Customer Portal
501
Finance
Cash Receipting
Provide
customer
portal
Customers can view prior
invoice and payment
history via the portal.
R - Required
Y - Yes
Teller Cashiering
502
Finance
Cash Receipting
Provide
customer
portal
Provide online e -payment
portal and web customer
account services/tools.
R - Required
Y - Yes
Teller Cashiering
503
Finance
Cash Receipting
Provide
customer
portal
System allows user to set
up a recurring payment
online.
R - Required
F - Future
Teller Cashiering
Exhibit C - Teller Functional Specifications from RFP Response ID
Business
Area
Functional Area
Use Case
Requirement
Priority
Availability
Required Products
Cost
Comments
504
Finance
Cash Receipting
Provide
customer
portal
Ability to take website
payments when the main
system is non -
operational (down for
maintenance, etc.) and
upload after the fact.
R - Required
Y - Yes
Teller Cashiering
Teller can be set up to accept payments even if the main system is nonoperational. but must evaluate risks of taking website payments without validating due amounts.
505
Finance
Cash Receipting
Provide
customer
portal
Users can set up direct
debit transactions.
R - Required
F - Future
Teller Cashiering
506
Finance
Cash Receipting
Provide
customer
portal
Ability to take website
payments when the main
system is non -
operational (down for
maintenance, etc.) and
upload after the fact.
R - Required
Y - Yes
Tcllcr Cashiering
Tcllcr can be set up to accept payments even if the main system is nonoperational. but must evaluate risks of taking website payments without validating duc amounts.
507
Finance
Cash Receipting
Run cash
receipting
reports
System can generate
report showing all
transactions by payment
type by day.
R - Required
Y - Yes
Teller Cashiering
508
Finance
Cash Receipting
Run cash
receipting
reports
System can generate
report showing
transactions by cash
register by day by user.
R - Required
Y - Yes
Tcllcr Cashiering
CAN/AM
TECHNOLOGIES
Exhibit D
Insurance Requirements
CanAm shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CanAm, his/her agents, representatives, or employees.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.
2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if CanAm has no owned autos, covering hired (Code 8) and non -owned autos (Code 9).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the CanAm's profession.
Architects' and engineers' coverage is to be endorsed to include contractual liability.
5. Cyber Liability Insurance, Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
B. Minimum Limits of Insurance
CanAm shall maintain limits no less than:
CAN/AIM
TECHNOL
1. General Liability - $2,000,000 per occurrence for bodily injury, personal injury and property damage.
2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: Statutory limits.
4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.
5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.
6. Cyber Liability- $2,000,000 per occurrence or claim, $2,000,000 aggregate.
C. Self -insured Retentions
Self -insured retentions must be declared to and approved by Client. Client may require the CanAm to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration and defense expenses within the retention.
D. Other Insurance Provisions
The liability policies are to contain, or be endorsed to contain, the following provisions:
1. Client, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the CanAm including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the CanAm's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).
2. For any claims related to this project, the CanAm's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects Client, its officers, officials, employees and volunteers. Any insurance or self-
VCAN/TECHNOLAMES
insurance maintained by Client, its officers, officials, employees or volunteers shall be excess of the CanAm's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or reduced, except with notice stating the title of this contract to Client. All notices provided pursuant to this Agreement shall be given to Client representative listed for notice in this agreement and shall specify the title of this Agreement. Notice may be given by ovemight mail, facsimile with confirmation of receipt, or certified mail with return -receipt requested.
4. CanAm hereby grants to City a waiver of any right to subrogation which any insurer of said CanAm may acquire against Client by virtue of the payment of any loss under such insurance. CanAm agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not Client has received a waiver of subrogation endorsement from the insurer.
5. If any of the required policies provide claims -made coverage:
a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the CanAm must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work.
E. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to Client.
F. Verification of Coverage
CanAm shall furnish Client with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by Client before work commences.
However, failure to obtain the required documents prior to the work beginning shall not waive the CanAm's obligation to provide them. Client reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
CAN/AM
TECHNOLOGIES
City Manager
CM
RI
Revenue Manager (Business Program Leader II)
Banking & Settlement
RI
Revenue Manager (Business Program Leader II)
SME for Can Am Teller Cashiering
UI
Utility Billing Manager (Business Program
Leader II)
SME for SpryPoint & Utility Billing
J
GI
Grants Manager (Business Program Leader II )
Grants Management
GI
Grants Manager (Business Program Leader II)
Projects
BL
Business Program Leader
Procurement
BL
Business Program Leader
Business Assets
City Attorney's Office
CA
City Attorney
Legal oversight
PM
Project Management
Public Information Manager
Organization Change Lead
AD
ERP Steering Committee
FD
Finance Director
Executive Sponsor
AM
Assistant City Manager
Steering Committee Member
■
HD
Human Resources Director
Executive Sponsor
CO
Chief Information Officer
Steering Committee Member
Assistant Finance Director
Testing Lead - Financials
IM
IT Senior Project Manager
Exclusive ERP Project Manager
Human Resources Manager
Testing Lead - HCM
Z
(
Human Resources Business Program Leader
Training Lead
J
0 City Manager's Business Program Leader
Internal Auditor
Core ERP Functional Team
Finance
AD
Assistant Finance Director
Core Financial (FDM - Functional Data Model for
aligning Chart of Accounts)
BM
BM
Al
Al
Al
Al
PI
PI
PI
Budget Manager
Budgets
Budget Manager
Planning
Accounting Manager (Business Program Leader II)
Expense Management
Accounting Manager (Business Program Leader II)
Financial Accounting
1 Accounting Manager (Business Program Leader II)
Supplier Accounts
Accounting Manager (Business Program Leader II)
Customer Accounts
Payroll Manager (Business Program Leader II)
Payroll
Payroll Manager (Business Program Leader II)
Time Tracking
Payroll Manager (Business Program Leader II)
Absence Management
Human Resources
BI
Business Program Leader I
HCM Core
J
BI
Business Program Leader I
Compensation Core
BI
BI
Business Program Leader I
Talent Management
Business Program Leader I
Learning
Confidential Technician
Benefits
Core ERP Technical Team
Information Technology
IS
IT Manager - General Services
Lead Technical Contact
IT Manager - General Services
Data Conversion
VA
Various Systems Analysts
Integrations
SA
SA
Systems Analyst
Prism (Database warehouse)
Systems Analyst
Reporting
ATTACHMENT G
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF SANTA MARIA, CALIFORNIA, APPROVING THE
COGNIZANT/COLLABORATIVE IMPLEMENTATION
MASTER SERVICES AGREEMENT
WHEREAS, the City's current core financial system has been in use since 1998 and has become outdated and provides minimal functionality compared to financial systems available today; and
WHEREAS, the City began the process of preparing for an Enterprise Resource Planning (ERP) System implementation with Fiscal Year 2018-20 Financial Plan. The Enterprise Resource Planning (ERP) System is essential for the City to meet its statutory obligations for financial reporting and to provide the tools for Citywide financial management; and
WHEREAS, a Request for Proposals was issued in October 2022 (Attachment A) and a total of four proposals were received. The selection committee selected a proposal from Cognizant/Collaborative for implementation of Workday, SpryPoint, and CanAm/Teller technologies. Core Financials, Human Capital Resources Management, and Payroll will be managed through the Workday system. SpryPoint will be used for Utility Billing and CanAm/Teller for cashiering.
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
1. Approve a Master Services Agreement with Cognizant/Collaborative; and
2. Authorize the City Manager or designee to enter into an Agreement for Professional Services with Cognizant/Collaborative for implementation of core financial services, Human Resources Management, and Payroll for the City of Santa Maria through the Workday system, incorporated herein by reference; and
3. The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria, California, held this 19th day of March 2024.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED AS TO FORM:
City Attorney
APPROVED AS TO CONTENT:
Interim Department Director
Interim City Manager
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF SANTA MARIA, CALIFORNIA, APPROVING
THE SPRYPOINT MASTER SUBSCRIPTION AGREEMENT
WHEREAS, the City's current core financial system has been in use since 1998 and has become outdated and provides minimal functionality compared to financial systems available today; and
WHEREAS, the City began the process of preparing for an Enterprise Resource Planning (ERP) System implementation with Fiscal Year 2018-20 Financial Plan. The Enterprise Resource Planning (ERP) System is essential for the City to meet its statutory obligations for financial reporting and to provide the tools for Citywide financial management; and
WHEREAS, a Request for Proposals was issued in October 2022 (Attachment A) and a total of four proposals were received. The selection committee selected a proposal from Cognizant/Collaborative for implementation of Workday, SpryPoint, and CanAm/Teller technologies; and
WHEREAS, Utility Billing implementation will be managed through SpryPoint Services.
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
1. Approve a Master Subscription Agreement with SpryPoint Services; and
2. Authorize the City Manager or designee to enter into an Agreement for Professional Services with Sprypoint for the implementation of the Utility Billing system for the City of Santa Maria, incorporated herein by reference; and
3. The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria, California, held this 19th day of March 2024.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED AS TO FORM:
City Attorney
APPROVED AS TO CONTENT:
Interim Department Director
Interim City Manager
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF SANTA MARIA, CALIFORNIA, APPROVING
THE CANAM/TELLER MASTER SERVICES AGREEMENT
WHEREAS, the City's current core financial system has been in use since 1998 and has become outdated and provides minimal functionality compared to financial systems available today; and
WHEREAS, the City began the process of preparing for an Enterprise Resource Planning (ERP) System implementation with Fiscal Year 2018-20 Financial Plan. The Enterprise Resource Planning (ERP) System is essential for the City to meet its statutory obligations for financial reporting and to provide the tools for Citywide financial management; and
WHEREAS, a Request for Proposals was issued in October 2022 (Attachment A) and a total of four proposals were received. The selection committee selected a proposal from Cognizant/Collaborative for implementation of Workday, SpryPoint, and CanAm/Teller technologies; and
WHEREAS, cashiering services will be managed through CanAm/Teller technologies.
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
1. Approve a Master Services Agreement with CanAm/Teller; and
2. Authorize the City Manager or designee to enter into an Agreement for Professional Services with CanAm/Teller for the implementation of cashiering services for the City of Santa Maria, incorporated herein by reference; and
3. The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria, California, held this 19th day of March 2024.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED AS TO FORM:
City Attorney
APPROVED AS TO CONTENT:
Interim Department Director
Interim City Manager
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF SANTA MARIA, CALIFORNIA, APPROVING
THE WORKDAY MASTER SUBSCRIPTION AGREEMENT
WHEREAS, the City's current core financial system has been in use since 1998 and has become outdated and provides minimal functionality compared to financial systems available today; and
WHEREAS, the City began the process of preparing for an Enterprise Resource Planning (ERP) System implementation with Fiscal Year 2018-20 Financial Plan. The Enterprise Resource Planning (ERP) System is essential for the City to meet its statutory obligations for financial reporting and to provide the tools for Citywide financial management; and
WHEREAS, a Request for Proposals was issued in October 2022 (Attachment A) and a total of four proposals were received. The selection committee selected a proposal from Cognizant/Collaborative for implementation of Workday, SpryPoint, and CanAm/Teller technologies; and
WHEREAS, Core Financials, Human Capital Resources Management, and Payroll will be managed through the Workday system.
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
1. Approve a Master Subscription Agreement with Workday, Inc.; and
2. Authorize the City Manager or designee to enter into an Agreement for Professional Services for the City of Santa Maria with Workday for the implementation of the core financials, Human Capital Resources Management, and payroll systems for the City of Santa Maria, incorporated herein by reference; and
3. The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria, California, held this 19th day of March 2024.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED AS TO FORM:
City Attorney
APPROVED AS TO CONTENT:
Interim Department Director
Interim City Manager
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MARIA, CALIFORNIA, APPROVING AMENDMENT TO THE 2023-24 BUDGET FOR ENTERPRISE RESOURCE
PLANING SYSTEM PROJECT IMPLEMENTATION AND ESTABLISHMENT OF TEN
LIMITED TERM FULL TIME EQUIVALENTS POSITIONS FOR THE PROJECT
IMPLEMENTATION
WHEREAS, the City will implement an Enterprise Resource Planning System replacing outdated technologies for finance and human resources systems supporting Citywide operations; and
WHEREAS, it is recommended to amend the 2023-24 budget for subsequent appropriations, actions, and costs as determined to be in the public's best interest to support the Enterprise Resource Planning System through June 30, 2026; and WHEREAS, it is recommended to establish ten full-time equivalent positions in finance, human resources, and information technology to be effective immediately and expiring on June 30, 2026.
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
1. Increase allocation of one (1) Full -Time Business Program Leader position in Finance Department; and
2. Increase allocation of one (1) Full -Time Confidential Technician I/11 position in the Finance Department; and
3. Increase allocation of one (1) Full -Time Accounting Technician I/11 position in the Finance Department; and
4. Increase allocation of three (3) Full -Time Finance Clerk I/11 positions in the Finance Department; and
5. Increase allocation of two (2) Full -Time Business Program Leader positions in the City Manager's Office, Human Resources Division; and
6. Increase allocation of one (1) Full -Time Confidential Technician I/11 position in the City Manager's Office, Human Resources Division; and
7. Increase allocation of one (1) Full -Time Senior Project Manager position in the City Manager's Office, Information Technology Division; and
8. Increase appropriations by $3,481,081 as follows: $2,152,244 from the General Fund, $580,751 from the Water Fund, $118,119 from Solid Waste Fund, $216,551 from the Wastewater Fund, $167,335 from the Solid Waste Disposal Fund, $6,562 from the Northwest Landscaping District, $16,405 from the Northeast Landscape District, $36,092 from the Southwest Landscape District, $32,811 from the Southeast Landscape District, and $154,211 from Santa Maria Public Transit; and
9. Authorize the City Manager or designee to establish ten full-time equivalent positions in finance, human resources, and information technology to be effective immediately and expiring on June 30, 2026.
10.Authorize the Chief Deputy City Clerk to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria held this 19th day of March 2024.
Mayor
ATTEST:
Chief Deputy City Clerk
APPROVED AS TO FORM:
City Attorney
APPROVED AS TO CONTENT:
Interim Department Director
Interim City Manager