Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
2025-04-29; City Council; 01; Approval of Agreements for Core Systems Modernization
CA Review AZ Meeting Date: April 29, 2025 To: Mayor and City Council From: Geoff Patnoe, City Manager Staff Contact: Doug Kappel, Information Technology Manager doug.kappel@carlsbadca.gov, 442-339-2791 Rachel Muller, Senior Project Manager rachel.muller@carlsbadca.gov, 442-339-5746 Subject: Approval of Agreements for Core Systems Modernization Districts: All Recommended Action 1.Adopt a resolution authorizing the City Manager to execute an agreement with Workday, Inc. for subscription services for the Workday Human Capital Management and Financials system in an amount not to exceed $9,007,337 over a ten-year period. 2.Adopt a resolution authorizing the City Manager to execute an agreement with SpryPoint Services, Inc. for the implementation and subscription services for the SpryPoint utility billing and backflow solutions in an amount not to exceed $3,458,279 over a ten-year period. 3.Adopt a resolution authorizing the City Manager to execute an agreement with Can/Am Technologies, Inc. for the implementation services and software as a service for the Teller cashiering solution in an amount not to exceed $1,592,217 over a ten-year period. 4.Adopt a resolution authorizing the City Manager to execute an agreement with Euna Solutions, Inc. for the implementation services and software as a service for the Questica budget solution in an amount not to exceed $1,363,258 over a ten-year period. 5.Adopt a resolution authorizing the City Manager to execute an agreement with Avaap U.S.A. LLC for Workday implementation services in an amount not to exceed $4,111,800 over a three-year period. Executive Summary Staff presented an informational report on the city’s Information Technology core systems to the City Council on April 22, 2025. This report outlined the city’s work on a long-term plan to implement a modernized solution to make internal operations more efficient and public services more accessible with the implementation of an enterprise resource planning solution. To take the next step in pursuing this strategic initiative, the City Council is being asked to approve five agreements with five vendors that will provide a core suite of applications, implementation services or both. Each vendor will assist the city in implementing the solutions April 29, 2025 Item #1 Page 1 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 and/or provide subscription or software applications. The initial funding for this project was approved in the Strategic Digital Transformation Improvement Program (SDTIP) in fiscal year 2022-23 and has been modified in subsequent years. Explanation & Analysis Selection process •City staff formed a selection committee in 2022 that included representatives from Finance, Human Resources, Utilities and Information Technology. •The selection committee worked with a consultant to complete an in-depth process to document business needs and requirements in 2022. •Staff used these requirements to develop a request for proposals that was released in 2023. •The selection committee evaluated 12 responses and selected four finalists for multi-day product demonstrations and met with twelve agencies for comprehensive reference discussions. •In 2024, the selection committee unanimously selected the solutions that are now being presented to the City Council for its approval. Applications Workday The central component to the suite of applications that will be implemented as part of the core systems modernization project is Workday. Workday is an enterprise cloud platform for financial management, human capital management and analytics that is used by some of the world’s largest companies, educational institutions and government agencies. Workday will replace four of the city’s current systems, including those uses by Human Resources and Finance, as well as for part time scheduling, and tracking staff time and attendance. SpryPoint SpryPoint is a cloud-based application that will provide advanced billing and customer management services and will replace the city’s existing utility billing system. SpryPoint will also be used to manage the city’s water backflow meter management program that is currently handled by a separate application.1 SpryPoint is a Workday partner, and the SpryPoint utility billing system will integrate seamlessly with Workday. Teller Cashiering Teller Cashiering is a cloud-based, easy-to-use, comprehensive, cashiering software application specifically designed for local and state government agencies. It will replace the city’s existing cashiering system. Can/Am Technologies, the developer and solution provider for Teller Cashiering, is also a Workday partner and the solution will integrate seamlessly with both Workday and SpryPoint. 1 Backflow prevention devices allow water to flow only in one direction to safeguard the public water supply. April 29, 2025 Item #1 Page 2 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 Questica Budget Questica Budget is a cloud-based application developed for the public sector to streamline the budget planning and reporting process. Questica will allow the city to transition from an extremely manual budget process that currently involves a combination of manual spreadsheets, Word documents, GIS maps and data extracted from our legacy finance system into an automated process. It will also provide a public interface that will allow for additional visibility and transparency into the city's finances. Euna Solutions, Inc., the developer and provider of Questica, is also a Workday partner, which provides for the seamless transfer of budget information between Questica and Workday. Avaap The city will be working with Avaap for assistance with the implementation of Workday and to provide overall project coordination between all of the proposed solutions, Avaap is a Workday-certified partner and management consulting firm that specializes in working with government agencies in implementing enterprise resource planning solutions. Vendor validation As part of the project, it is highly probable staff will need to identify an application or other solution to validate vendor data. This application will automate the process of ensuring data provided by city vendors, such as banking information, is accurate. Having validated vendor information will ensure accuracy and prevent potential fraud. Implementing this solution is initially estimated to be $20,000, which is included as a project cost, with additional service costs to be included as part of the operating expenditures. Integration with existing vendors As part of implementing these new solutions, the city will need to integrate them with existing systems, such as the application the city uses to issue building permits. Staff have included $50,000 in the project’s budget to cover the related professional services costs with these existing vendors. Fiscal Analysis Project costs The total one-time costs for professional services for the implementation of all the solutions is $5,396,510. The project will take 18 months to complete and the first two years of software, licensing and subscription costs of $1,984,914 are being included in the project budget to account for the overlap of the new systems implementation while the current systems are still in use. Staff are requesting $1,918,576 in additional funding for temporary support resources to allow staff to focus on completing the project. An additional $700,000 is included in the project budget as a contingency to cover any unexpected cost and incidentals associated with the project. April 29, 2025 Item #1 Page 3 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 Project costs Professional services Vendor Costs Citywide training and support Workday $79,200 Utility billing system Sprypoint $709,200 Teller Cashiering system Can/Am $235,335 Questica budget management system Euna $210,975 Finance/HR/payroll/timekeeping system Avaap $4,111,800 System integrations Misc $50,000 Professional services total $5,396,510 Year 1 and 2 annual software subscriptions $1,984,914 Total one-time agreement costs $7,381,424 Temporary support resources $1,918,576 Contingency $700,000 Total one-time project costs $10,000,000 The total project costs of $10 million are included as part of the Strategic Digital Transformation Improvement Program and will be funded out of the Technology Capital Investment Fund. The City Council approved funding for this project beginning in 2022 and, to date, $5,400,00 has been appropriated for this project. An additional $4.6 million was outlined as a future Technology Capital Investment Fund technology fund request, with $3 million to be included in the fiscal year 2025-26 budget request for the Strategic Digital Transformation Improvement Program and $1.6 million to be included in the fiscal year 2026-27 budget request for the Strategic Digital Transformation Improvement Program. Total agreements The total agreement costs for all vendors are expected to be $20,878,300 over the terms of the various agreements. Compared to the city’s current systems’ annual operating costs over the same period, it is expected the city’s annual operating costs will increase by a range of $50,000 to $110,000 annually with the new agreements. Each of the agreements with annual payments for subscriptions or maintenance have built in annual escalators that will increase costs. These annual increases are part of the subscription costs in the table below. These increases will be included as part of the Information Technology Department’s annual operating budget requests during the appropriate fiscal years. April 29, 2025 Item #1 Page 4 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 Agreement costs Vendor Professional services costs Years 1-2 subscription costs Total agreement project costs Years 3-10 subscription operating costs Agreement totals Workday $79,200 $1,070,093 $1,149,293 $7,858,044 $9,007,337 Sprypoint $709,200 $449,982 $1,159,182 $2,299,097 $3,458,279 Can/Am $235,335 $230,553 $465,888 $1,126,329 $1,592,217 Euna $210,975 $214,286 $425,261 $937,997 $1,363,258 Avaap $4,111,800 $0 $4,111,800 $0 $4,111,800 Vendor validation estimates $0 $20,000 $20,000 $1,275,409 $1,295,409 System integrations estimates $50,000 $0 $50,000 $0 $50,000 Total agreement project costs $5,396,510 $1,984,914 $7,381,424 -- -- Total agreement operational costs $13,496,876 -- Total agreement costs $20,878,300 Next Steps With the City Council’s approval, the City Manager will execute agreements with Workday, SpryPoint, Can/AM Technologies, Euna and Avaap. Environmental Evaluation The proposed action is not a “project” as defined by California Environmental Quality Act Section 21065 and CEQA Guidelines Section 15378(a) and does not require environmental review under CEQA Guidelines Section 15060(c)(2) because the action is limited to the execution of various agreements for the implementation and annual subscription or maintenance services of information technology applications. The action has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment. Exhibits 1. City Council resolution for human capital management and financial systems subscription services with Workday, Inc. 2. City Council resolution for utility billing implementation and subscription services with SpryPoint Services, Inc. 3. City Council resolution for Teller cashiering implementation and software as a service with Can/Am Technologies, Inc. 4. City Council resolution for Questica budgeting implementation and software as a service with Euna Solutions, Inc. 5. City Council resolution for Workday implementation services with Avaap U.S.A. LLC April 29, 2025 Item #1 Page 5 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 Exhibit 1 RESOLUTION NO. 2025-089 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH WORKDAY, INC. FOR SUBSCRIPTION SERVICES FOR THE WORKDAY HUMAN CAPITAL MANAGEMENT AND FINANCIALS SYSTEM IN AN AMOUNT NOT TO EXCEED $9,007,337 OVER A TEN-YEAR PERIOD WHEREAS, the City Council of the City of Carlsbad, California, has determined that it is in the best interest of the city to replace its core suite of applications used for human resources, finance, cashiering, and utility billing (“Core Systems Modernization”); and WHEREAS, the existing human capital management, finance, cashiering, and utility billing systems have reached the end of their typical lifespans and are in need of replacement; and WHEREAS, the Information Technology Department solicited proposals from firms interested in and qualified to design, implement and support off-the-shelf human capital management, financial, cashiering, and utility billing systems; and WHEREAS, staff selected Workday, Inc. as the replacement system vendor for the human capital management and financial systems following a formal proposal process; and WHEREAS, Workday, Inc. has negotiated a subscription services agreement for the Workday Human Capital Management and Financials System for a not to exceed amount of $9,007,337 over a ten-year period; and WHEREAS, the Carlsbad Municipal Code 3.28.060 – Procurement of Professional Services and Services requires the City Council’s approval for the procurement of professional services or services that cost more than $100,000 per agreement year; and WHEREAS, a Strategic Digital Transformation Investment Program (SDTIP) project was approved in fiscal year 2022-23 and budget is available for the implementation and first two years of maintenance for the Core Systems Modernization applications; and WHERAS, the budget for years 3 through 10 will be included in the city’s annual operating budgeting process; and WHEREAS, the City Manager will have the authority to execute the Workday, Inc. agreement for the Human Capital Management and Financials System subscription services in an amount not to exceed $9,007,337. April 29, 2025 Item #1 Page 6 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1.That the above recitations are true and correct. 2.The proposed action is not a “project” as defined by California Environmental Quality Act Section 21065 and CEQA Guidelines Section 15378(a) and does not require environmental review under CEQA Guidelines Section 15060(c)(2) because the action is limited to the execution of various agreements for the implementation and annual subscription or maintenance services of information technology applications. The action has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment. 3.That the Workday, Inc. agreement (Attachment A) for subscription services is hereby approved, and the City Manager is hereby authorized to execute all required documents on behalf of the City. 4.That the total for the subscription services with Workday, Inc. shall not exceed $9,007,337 for the ten-year agreement. 5.That the funding for the first two years of the agreement is budgeted in the SDTIP project. 6.That the funding for years 3 through 10 will be included as part of the Information Technology Department Operating Fund’s annual budget request process. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 29th day of April, 2025, by the following vote, to wit: AYES: Blackburn, Bhat-Patel, Acosta, Burkholder, Shin. NAYS: None. ABSTAIN: None. ABSENT: None. ______________________________________ KEITH BLACKBURN, Mayor ______________________________________ SHERRY FREISINGER, City Clerk (SEAL) April 29, 2025 Item #1 Page 7 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 Attachment A April 29, 2025 Item #1 Page 8 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 4/30/2025 Geoff Patnoe April 29, 2025 Item #1 Page 9 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 10 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 11 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 12 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 13 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 14 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 15 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 16 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 17 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 18 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 19 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 20 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 21 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 22 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 23 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 24 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 25 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 26 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 27 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 28 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 29 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 30 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 31 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 32 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 33 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 34 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 35 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 36 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 37 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 38 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 39 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 40 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 41 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 42 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 43 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 44 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 45 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 46 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 47 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 48 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 49 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 50 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 51 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 52 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 April 29, 2025 Item #1 Page 53 of 460 Docusign Envelope ID: 805BD4EF-0333-49CE-BA38-E2E42D50BB45 Exhibit 2 RESOLUTION NO. 2025-090 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH SPRYPOINT SERVICES, INC. FOR THE IMPLEMENTATION AND SUBSCRIPTION SERVICES FOR THE SPRYPOINT UTILITY BILLING AND BACKFLOW SOLUTIONS IN AN AMOUNT NOT TO EXCEED $3,458,279 OVER A TEN-YEAR PERIOD WHEREAS, the City Council of the City of Carlsbad, California, has determined that it is in the best interest of the city to replace its core suite of applications used for human resources, finance, cashiering, and utility billing (“Core Systems Modernization”); and WHEREAS, the existing human capital management, finance, cashiering, and utility billing systems have reached the end of their typical lifespans and are in need of replacement; and WHEREAS, the Information Technology Department solicited proposals from firms interested in and qualified to design, implement and support off-the-shelf human capital management, financial, cashiering, and utility billing systems; and WHEREAS, staff selected SpryPoint Services, Inc. as the replacement system vendor for the utility billing system following a formal proposal process; and WHEREAS, SpryPoint Services, Inc. has negotiated an agreement for implementation and subscription services for the SpryPoint utility billing and backflow system for a not-to-exceed amount of $3,458,279 over a ten-year period; and WHEREAS, the Carlsbad Municipal Code 3.28.060 – Procurement of Professional Services and Services requires the City Council’s approval for the procurement of professional services or services that cost more than $100,000 per agreement year; and WHEREAS, a Strategic Digital Transformation Investment Program (SDTIP) project was approved in fiscal year 2022-23 and budget is available for the implementation and first two years of maintenance of the Core Systems Modernization applications; and WHERAS, the budget for years 3 through 10 will be included in the city’s annual operating budgeting process; and WHEREAS, the City Manager will have the authority to execute the SpryPoint Services, Inc. agreement for implementation and subscription services in an amount not to exceed $3,458,279. April 29, 2025 Item #1 Page 54 of 460 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1.That the above recitations are true and correct. 2.The proposed action is not a “project” as defined by California Environmental Quality Act Section 21065 and CEQA Guidelines Section 15378(a) and does not require environmental review under CEQA Guidelines Section 15060(c)(2) because the action is limited to the execution of various agreements for the implementation and annual subscription or maintenance services of information technology applications. The action has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment. 3.That the SpryPoint Services, Inc. agreement (Attachment A) for implementation and subscription services is hereby approved, and the city manager of the City of Carlsbad is hereby authorized to execute all required documents on behalf of the City. 4.That the total for the implementation and subscription services with SpryPoint Services, Inc. shall not exceed $3,458,279 for the ten-year agreement. 5.That the funding for the first two years of the agreement is budgeted in the SDTIP project. 6.That the funding for years 3 through 10 will be included as part of the Information Technology Department Operating Fund’s annual budget process. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 29th day of April, 2025, by the following vote, to wit: AYES: Blackburn, Bhat-Patel, Acosta, Burkholder, Shin. NAYS: None. ABSTAIN: None. ABSENT: None. ______________________________________ KEITH BLACKBURN, Mayor ______________________________________ SHERRY FREISINGER, City Clerk (SEAL) April 29, 2025 Item #1 Page 55 of 460 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06072024 Master Subscription Agreement Page 1 of 12 Master Subscription Agreement This Master Subscription Agreement is by and between SpryPoint Services, Inc. (“SpryPoint) a Canadian Corporation with offices at 45 Queen Street, Charlottetown, PE C1A 4A4 and the City of Carlsbad (“Client”) with offices at 1635 Faraday Avenue, Carlsbad, CA, 92008(each a “Party or collectively “Parties”) and shall come into effect on the date signed by the Parties (“Effective Date”). Whereas SpryPoint provides a subscription Service to which Client intends to subscribe, this Agreement establishes the business relationship and allocation of responsibilities regarding the Service and the Parties therefore agree as follows. The exhibits and schedules attached hereto are an integral part of this agreement and are deemed incorporated by reference herein. SpryPoint agrees to perform the services described below in accordance with the terms and conditions of this Agreement. Should there be a conflict of terms or conditions, this Agreement shall control, and the order of precedence shall be as follows: 1.Master Subscription Agreement 2.Exhibit A – Statement of Work 3.Exhibit B – Pricing Schedule 4.Exhibit C – Service Level Objectives 5.Exhibit D – Insurance Requirements 6.Exhibit E – Data Processing 7.Exhibit F – Client IT Agreement Addendum 8.SpryPoint’s response to Client’s Request For Proposal (RFP) 23-12 DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement. “Agreement” means this Master Subscription Agreement, including any exhibits or attachments hereto or any other document explicitly incorporated herein. “Confidential Information” refers to the following types of material or content one Party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any information Discloser marks or designates as “Confidential” at the time of disclosure; and (b) any other non-public, sensitive information disclosed by Discloser including, but not limited to code, inventions, know-how, business, technical, and financial information, or other information which should reasonably be understood by the Recipient to be confidential at the time it is disclosed, due to the nature of the information and the circumstances surrounding such disclosure. Confidential Information does not include information that: (i) is lawfully in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to the Discloser’s Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s or any other person’s or entity’s improper or illegal action or inaction; (iv) is obtained by the Recipient from a third Party who had the legal right to disclose such information, or (v) information subject to the California Public Records Act (California Government Code § 6250 et seq.) or the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 ATTACHMENT ADocusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06072024 Master Subscription Agreement Page 2 of 12 “Client Data” means information that is comprised of data obtained from, used in, stored or generated by the Client as the result of the use of the Service. “Client Input” means suggestions, enhancement requests, recommendations or other feedback provided by Client, its employees, or any other person or entity acting at the Client’s direction, relating to the operation or functionality of the Service. “Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any appliable laws anywhere in the world, and all moral rights related thereto. “Malicious Code” means viruses, worms, timebombs, trojan horses and other malicious code, files, scripts, agents, or programs. “Messaging Service” means the messaging capabilities provided with the Service. “Service” means the SpryPoint applications as identified in the Pricing Schedule and further described in the Statement of Work and Documentation. “SpryPoint Documentation” means the Service’s standard user manuals and any other accompanying documents related to the Service delivered to the Client. “Updates” means all changes to the Service and SpryPoint Documentation as developed by SpryPoint and made available to the Client. 1. Provision of Service. 1.1 SpryPoint Obligations. SpryPoint shall make the Service available to Client in accordance with the terms of this Agreement. 1.2 Client Obligations. Client must use the Service in compliance with this Agreement and in accordance with the SpryPoint Documentation. Client shall: (a) have sole responsibility for the accuracy, quality, and legality of all Client Data and (b) take commercially reasonable efforts to prevent and be responsible for unauthorized access to, or use of, the Service and notify SpryPoint promptly of any such unauthorized access or use. Client shall not: (i) use the Service in violation of applicable laws; or (ii) knowingly or as a result of gross negligence send or store Malicious Code by way of the Service or its related systems or networks. Client shall designate named contacts to request and receive support services from SpryPoint. Named support contacts must be trained on the SpryPoint Service for which they initiate support requests. Client shall be liable for the acts and omissions of all persons or other legal entities that it allows to access (including unauthorized access) the Service. 1.3 Acceptable Use. Client acknowledges and agrees that SpryPoint does not police the content of Client Data nor communications of Client or its users transmitted through the Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06072024 Master Subscription Agreement Page 3 of 12 Service, and that SpryPoint shall not be responsible for the content of any such communications or transmissions. Client shall use the Service exclusively for authorized and legal purposes, consistent with all applicable laws and regulations and this Agreement. Client is solely responsible for (a) assuring that the disclosure and use of Client Data, content, or information provided to SpryPoint does not violate any applicable law or infringe upon the Intellectual Property Rights of any third party and (b) using any reports and other materials prepared by Client through the Service in a manner that will not violate any applicable law or infringe upon the Intellectual Property rights of any third party. Client agrees not to through gross negligence or knowingly post or upload any content or data into the Service which (aa) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (bb) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (cc) otherwise violates any applicable law. SpryPoint may remove any violating content posted or transmitted through the Service, without notice to Client. SpryPoint may suspend or terminate any user’s access to the Service upon notice in the event that SpryPoint reasonably determines that such user has violated the terms and conditions of this Agreement. 2. Fees. 2.1 Invoices & Payment. All fees are quoted and payable in United States Dollars, unless stated otherwise. Except for Fees that Customer has successfully disputed, all invoiced charges are due net 45 days from the invoice date. Except for termination for breach, all payment obligations are non-cancelable, and all payments made are non-refundable. SpryPoint, without limiting its other rights and remedies, reserves the right to suspend the Service until such amounts are paid in full. All fees invoiced pursuant to this Agreement do not include any applicable taxes. Client shall be solely responsible in the event any authority imposes a duty, tax, levy, or fee (excluding those based on Provider’s net income) directly upon the Client in relation to this Agreement. 2.2 Usage Metric Verification Process for SpryMobile. Client has access to self-service metric usage on demand and within the Service. Client System Administrators can add or remove Accounts and Users as needed. It is the Client’s sole responsibility to archive users in SpryMobile if they are no longer being used. SpryPoint may verify metrics through a quarterly audit and will bill any changes annually. Audit results will be shared with Client. Any use exceeding or decreasing from the usage metrics within scope and defined above will be subject to fee adjustments as indicated above. Fees accrue in the calendar month the excess use began and accordingly fees decrease from the calendar month of decreased use. 2.3 Integrated Notification Services. The SpryPoint platform includes integrated notification services which can be enabled by Client for the purposes of customer alerts and notifications. SpryPoint's Integrated Notification services include: • Inbound and outbound SMS text messaging • Outbound voice messaging • Inbound and outbound email messaging Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06072024 Master Subscription Agreement Page 4 of 12 The ongoing usage costs will be invoiced quarterly based on actual usage as identified in Exhibit B Pricing Schedule. 3. Proprietary Rights 3.1 SpryPoint Intellectual Property Rights. SpryPoint retains all right, title, and interest in and to the Service, SpryPoint Documentation and other SpryPoint Intellectual Property Rights including any related methodologies, techniques, processes, and instruction developed by SpryPoint and used in the course of delivering the Service under this Agreement. No rights are granted to Client hereunder other than expressly set forth herein. Client shall not (and shall not allow or cause any third party to (a) reverse engineer, modify or copy the Service or SpryPoint Documentation or create any derivative works based on the Service and SpryPoint Documentation; (b) copy any features, functions, interfaces, integrations or graphics of the Service or SpryPoint Documentation; (c) access the Service or SpryPoint Documentation in order to build any commercially available product or service. 3.2 Client Rights. SpryPoint hereby grants to Client a non-exclusive, non-transferable, non- perpetual, limited license to use the Service and SpryPoint Documentation in accordance with the terms and conditions of this Agreement. 3.3 License to Host Client’s Data. Client grants SpryPoint and SpryPoint’s hosting partners located in the continental U.S. a worldwide, limited-term license to host, copy, transmit and display Client Data, as necessary for SpryPoint to provide the Service in accordance with this Agreement. As between SpryPoint and Client, SpryPoint acquires no right, title, or interest from Client under this Agreement in, or to, Client Data. 3.4 License to use Client’s Feedback. Client grants to SpryPoint and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Service any suggestion, enhancement request, recommendation, correction, or other Client Input relating to the Service. SpryPoint shall have no obligation to incorporate Client Input into the Service. 3.5 Statistical Information. SpryPoint owns all aggregated and statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, configurations, and performance results for the Service. SpryPoint may anonymously compile statistical information related to the performance of the Service for purposes of improving the Service, provided that such information does not identify Client data or include Client’s name. 4. Confidentiality 4.1 Confidentiality. A Party shall not disclose or use any Confidential Information of the other Party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement except with the other Party’s prior written permission or as required by applicable law or by proper legal or governmental authority. If Client is required to disclose SpryPoint Confidential Information pursuant to applicable law or by proper legal authority, Client shall give SpryPoint notice of any such legal or Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06072024 Master Subscription Agreement Page 5 of 12 governmental demand and reasonably cooperate with SpryPoint, at SpryPoint’s expense, in any effort to seek a protective order or otherwise contest such required disclosure. SpryPoint acknowledges and understands that Client only has ten (10) calendar days to respond to a Public Records Act request and any protective order or other appropriate remedy must be secured by SpryPoint during this timeframe as Client is obligated to comply with its statutory duties and will proceed accordingly. SpryPoint agrees that this Agreement, amendments, SOW, and any other exhibits or attachments are public records, and Client will not provide prior written notice prior to disclosure. 4.2 Nondisclosure. A Party shall not use Confidential Information for any purpose other than to facilitate this Agreement. A receiving Party: (a) shall not disclose Confidential Information to any employee or contractor unless such person needs access in order to facilitate the Agreement and executes a nondisclosure agreement with Recipient and (b) shall not disclose Confidential Information to any third party without Discloser’s prior written consent. 4.3 Protection. Each Party shall protect Confidential Information with the same degree of care it uses to protect its own Confidential Information, but in no event using less than a commercially reasonable standard of care. 4.4 Injunctive Relief. Recipient agrees that breach of Confidentiality would cause irreparable injury, for which monetary damages would be inadequate. If a Recipient discloses or uses any Confidential Information of the Discloser in breach of confidentiality protections hereunder, the Discloser shall have the right to, in addition to any other remedies available, injunctive relief to enjoin such acts. 4.5 Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license or any other right thereto. Discloser will retain all right, title, and interest in and to all Confidential Information. 5. Data Privacy & Security 5.1 SpryPoint use of Data. Client hereby grants SpryPoint a limited right to access, process, collect, store, generate, display, and use Client Data for the sole purpose of providing the Service. Notwithstanding the foregoing, SpryPoint may disclose Client Data as required by 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 commercially reasonable data privacy and information security policies, including physical, technical, administrative, and organizational safeguards in relation to the Service. 5.3 Unauthorized Disclosure. If either Party believes there has been a security breach, such Party must notify the other Party upon the earlier of forty-eight (48) hours after discovery or any time frame required by applicable law unless legally prohibited from Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06072024 Master Subscription Agreement Page 6 of 12 doing so. Each Party will provide commercially reasonable assistance to the other Party in mitigating such breach. 6. Warranties & Disclaimers 6.1 From SpryPoint. a) Function: SpryPoint represents and warrants that, during the Term, the Service will perform materially in accordance with the SpryPoint Documentation. b) Intellectual Property Rights: SpryPoint represents and warrants that it owns the Service and has the power and authority to grant the rights in this Agreement without the further consent of any third Party. c) Malicious Code: SpryPoint represents and warrants that to the best of its knowledge the Service does not contain any Malicious Code. 6.2 From Both Parties. Each Party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a materially adverse impact on its ability to perform as required by this Agreement. 6.3 Warranty Remedies. In the event of a breach of the warranty as set forth in Section 6.1 (excluding 6.1(c)) (a) SpryPoint shall correct the non-conforming Service at no additional charge to Client or (b) in the event SpryPoint is unable to correct such deficiencies, after good-faith efforts, Client’s exclusive remedy shall be a refund of the subscription fees actually paid by Client for the twelve (12) month period immediately preceding notice to SpryPoint of such breach or discovery. 6.4 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES OUTLINED IN SECTION 6.1 AND 6.2 ABOVE, SPRYPOINT MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND/OR RELATED SPRYPOINT DOCUMENTATION. SPRYPOINT DOES NOT WARRANT THAT THE SERVICE WILL PERFORM WITHOUT ERROR OR THAT IT WILL RUN WITHOUT INTERRUPTION. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CLIENT IN CONNECTION WITH THE PROVISION OF THE SERVICE. 7. Indemnification. SpryPoint shall protect, defend, hold harmless and indemnify Client harmless against any loss, damage or costs in connection with claims, demands, suits or proceedings (“Indemnified Claims)” made or brought against Client alleging that the use of the Service infringes any third Party’s Intellectual Property Rights; provided, however, that Client; (a) promptly gives written notice of the Claim to SpryPoint; (b) gives SpryPoint sole control of the defense and settlement of the Claim; and (c) provides to SpryPoint, at SpryPoint’s cost, all reasonable assistance. SpryPoint’s obligations set forth in this section do not apply to the Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06072024 Master Subscription Agreement Page 7 of 12 extent that such a claim for Indemnification arises out of: (a) Client’s breach of this Agreement; (b) revisions to the Service made without SpryPoint’s written consent; (c) Client’s failure to incorporate Updates; (d) modification of the Service by any person or entity not authorized by SpryPoint to perform such modification (e) unauthorized use of the Service; or (f) use of the Service in a manner inconsistent with the SpryPoint Documentation or the terms of this Agreement. Furthermore, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the negligence or intentional misconduct of Client. If Client is enjoined from using the Service or SpryPoint reasonably believes it will be enjoined, SpryPoint shall have the right at its sole option, to obtain for Client the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing but otherwise does not materially alter the Service. If neither of the foregoing options is reasonably available to SpryPoint, then use of the Service may be terminated at either Party’s option and SpryPoint’s sole liability shall be to refund any prorated prepaid fees for the Service. 8. Limitation of Liability 8.1 Clarifications and Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO SPRYPOINT’S INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION OBLIGATIONS, ACTUAL DAMAGE TO CLIENT PROPERTY, RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, IN NO EVENT SHALL SPRYPOINT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY CLIENT IN CONSIDERATION FOR SPRYPOINT’S SERVICE DELIVERY DURING THE IMMEDIATELY PRECEDING THIRTY-SIX (36) MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE. FOR THE AVOIDANCE OF DOUBT, SPRYPOINT’S LIABILITY LIMITS APPLY TO SPRYPOINT’S AFFILIATES, PROVIDERS, AGENTS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND OTHER REPRESENTATIVES. FOR CLARITY AND NOT EXCLUSIVELY, THE FOLLOWING WILL BE CONSIDERED DIRECT DAMAGES: (1) AMOUNTS PAID TO AFFECTED THIRD PARTIES AS DAMAGES OR SETTLEMENTS IN RESPONSE TO CLAIMS ARISING FROM A BREACH TO THE AGREEMENT TERMS; (2) AMOUNTS PAID FOR FINES AND PENALTIES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ARISING FROM THE BREACH; AND (3) REASONABLE LEGAL FEES, TO DEFEND AGAINST THIRD- PARTY CLAIMS ARISING FROM THE BREACH. Exclusion of Damages. IN NO EVENT SHALL SPRYPOINT HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, COST OF DATA RECONSTRUCTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06072024 Master Subscription Agreement Page 8 of 12 9. Term & Termination 9.1 Term of Agreement. This Agreement shall be valid as of the Effective Date and remain in effect until terminated pursuant to the terms contained herein. 9.2 Termination for Default. Either Party may terminate this Agreement upon thirty (30) days prior written notice in the event of a material breach by the other Party if such breach remains uncured at the expiration of such thirty (30) day notice period. In the event of Client’s termination of the Agreement under this section, SpryPoint will refund any prorated prepaid fees. 9.3 Availability of Funds. For each of Client’s fiscal years during the Term(s) of this Agreement Client agrees to seek in good faith appropriations sufficient to cover Client’s obligations under this Agreement. Client reasonably believes, barring unforeseen circumstances or events, that sufficient funds will lawfully be appropriated by its governing body to satisfy its obligations under this Agreement. If Client does not appropriate sufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement, Client may terminate this Agreement by giving SpryPoint thirty (30) days’ prior written notice of such non-appropriation for the fiscal year. SpryPoint is under no obligation to provide the Service if Client lacks funds to pay for it. Upon termination Client will remit all amounts due and all costs reasonably incurred through the date of termination. 9.4 Effect of Termination. Upon any termination of this Agreement, Client shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the applicable Service. Termination for any reason shall not relive Client of the obligation to pay any fees accrued or due and payable to SpryPoint prior to the Effective Date of termination. 9.5 Access to Client Data. Upon written request by Client made prior to any expiration or termination of this Agreement, SpryPoint will make Client Data available to Client through the Service solely for purposes of Client retrieving Client Data for a period of up to sixty (60) days. After 60 days, SpryPoint will have no obligation to maintain or provide any Client data and shall thereafter, unless legally prohibited, delete all Client Data and will have no further obligation to make it available to Client. 10. Messaging. 10.1 Supplemental Messaging Service Terms. If Client elects to use SpryPoint’s Messaging Service, the following supplemental terms (“Messaging Terms”) will apply. 10.2 Responsibility & Risk. Client shall be solely responsible for the content of any communications which Client initiates or authorizes in connection with the Messaging Services. SpryPoint shall have no responsibility or liability with respect to messages or communications initiated or authorized by Client. Client assumes all risks associated with use of the Messaging Service. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06072024 Master Subscription Agreement Page 9 of 12 10.3 Messaging Indemnity. To the extent permitted by applicable law and subject to Section 8.2, Client shall hold harmless, defend and indemnify SpryPoint and its officers, directors, employees, contractors and representatives from and against all claims, damages, losses and expenses including without limitation any statutory damages, penalties arising out of or relating to the content of the Messaging Service initiated or authorized by Client. To obtain indemnity under this section 10.3, SpryPoint shall: (i) give written notice of any claim promptly to Client; (ii) give Client sole control of the defense and settlement of such claim, provided that Client may not, without the prior consent of SpryPoint (not to be unreasonably withheld), settle any claim unless it unconditionally releases SpryPoint of all liability; (iii) provide to Client all available information and assistance; and (iv) not take any action that might compromise or settle such claim. 10.4 Compliance. SpryPoint is limited to delivering the Messaging Service to the Client as part of the Service, accordingly, compliance with applicable laws is strictly Client’s responsibility with respect to the Messaging Service notwithstanding any provision to the contrary. 11. Miscellaneous 11.1 Independent Contractor. SpryPoint and all persons employed by or contracted by SpryPoint to furnish labor and/or materials under this Agreement are independent contractors and do not act as agents or employees of Client. SpryPoint has full rights to manage its employees in their performance of the Service under this Agreement. This Agreement does not create, nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-Party beneficiaries to this Agreement. 11.2 Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of California. 11.3 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon the third business day after first class mailing. Notices to the Client shall be sent to: 1635 Faraday Ave Carlsbad, CA 92008 Attention: Information Technology Director Notices to SpryPoint shall be sent to: Nick Stone, CFO 45 Queen Street Suite #401 Charlottetown, PE C1A 4A4 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06072024 Master Subscription Agreement Page 10 of 12 11.4 Waiver. No failure or delay by either Party in exercising any right under this agreement shall constitute a waiver of that right or any other right. Neither Client’s review, acceptance nor payments for any of the Services provided under this Agreement shall be constructed to operate as a waiver of any SpryPoint’s rights under this agreement or of any cause of action available to SpryPoint arising out of the performance of this Agreement. 11.5 Force Majeure. In no event shall SpryPoint be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or 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 not owned, operated or controlled by SpryPoint; it being understood that SpryPoint shall use reasonable efforts which are consistent with accepted software industry practices to resume performance as soon as practicable under the circumstances. In the event SpryPoint is unable to resume services within a reasonable time, Client may terminate this Agreement and SpryPoint will only be entitled to payment for services rendered up until the termination date. In no event shall Client be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God. 11.6 Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party (which consent shall not be unreasonably withheld as long as the Agreement terms remain the same). 11.7 Severability. To the extent permitted by the law, the Parties waive any provision of law that would render any clause of this Agreement invalid or unenforceable. In the even that a provision herein is held to be invalid or unenforceable, such provision will be interpreted to fulfills its intended purpose to the maximum extent permitted by the law, and the remaining provisions of this Agreement will continue in full force and effect. 11.8 Publicity. Except as required for the Service, SpryPoint shall not use Client’s name, logos, or trademarks in any written press releases, advertisements and/or marketing materials without the prior consent of Client, SpryPoint is authorized to use Client’s name as required to perform the Service. 11.9 Amendment. This Agreement may only be amended in writing by authorized representatives of each Party. For clarity, Client processes changes to an SOW or purchases of additional products or services as an amendment to the Agreement for records management purposes. In the event SpryPoint uses Change Orders or Order Forms to process these types of changes, the parties agree that in this context, Amendment, Change Orders, or Order Forms as used interchangeably. SpryPoint agrees and understands that Client will create an amendment and will include the Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06072024 Master Subscription Agreement Page 11 of 12 applicable Change Order or Order Form (if applicable) as an exhibit to process any applicable payments due to SpryPoint and memorialize changes to the SOW and/or additional purchases. 11.10 Execution in Counterparts: This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument. 11.11 Compliance with Laws: Notwithstanding any clause to the contrary, SpryPoint will at all times keep fully informed, observe and comply with all laws, ordinances, and regulations which in any manner which are applicable to SpryPoint in the performance of the Services by SpryPoint, and will be responsible for the compliance of SpryPoint's services with all applicable laws, ordinances and regulations applicable to SpryPoint. /// /// /// /// /// /// /// /// /// /// /// /// Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06072024 Master Subscription Agreement Page 12 of 12 12. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of SpryPoint each represent and warrant that they have the legal power, right and actual authority to bind SpryPoint to the terms and conditions of this Agreement. Executed by SpryPoint this___________ day of _______________________, 2025. SpryPoint Services, Inc. a Canadian corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) City Manager (print name/title) Attest: By: SHERRY FREISINGER, City Clerk (sign here) By: Faviola Medina Director of Constituent & Clerk Services (print name/title) APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 April Chief Executive Officer 22nd Kyle Strang Nick Stone CFO Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 45 Queen Street Charlottetown, PE SpryPoint.com C1A 4A4, Canada Exhibit A - Statement of Work Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 1 Table of Contents Table of Contents 1. Introduction 4 2. Project Guiding Principles 5 2.1. Guiding Principles 5 3. Scope of Work 6 3.1. Overall Project Approach 6 3.2. Pre-Project Initiation 7 3.3. Project Initiation 8 3.3.1 Project Initiation – Project Start Up 8 3.3.2 Project Initiation – Provision SFTP Site for Data Transfer 8 3.3.3 Project Initiation – Deploy Environments 8 3.3.4 Project Initiation – Foundation Training 8 3.3.5 Project Initiation – Data Review 9 3.3.6 Project Initiation – Workshop Questionnaires 9 3.3.7 Project Initiation – Deliverables, Roles & Responsibilities 10 3.4 Analysis 13 3.4.1 Analysis – Overview/System Familiarization 13 3.4.2 Analysis - Workshops 13 3.4.3 Analysis – Planning Documents 15 3.4.4 Analysis – Data Migration 15 3.4.5 Analysis – Reports & Dashboards 15 3.4.6 Analysis – Organizational Change Management 16 3.4.7 Analysis – Deliverables, Roles & Responsibilities 17 3.5 Configuration 21 3.5.1 Configuration – Configuration Workbook & Workshops 21 3.5.1.1 Configuration – Bill Statement 21 3.5.1.2 Configuration – Collection Letters 21 3.5.1.3 Other Configuration Items 22 3.5.2 Configuration – Data Migration 22 3.5.2.1 Data Mapping 22 3.5.2.2 Data Migration, Iterations & Refreshes 24 3.5.2.3 Summary of Data Iterations 25 3.5.2.4 Iteration 1 25 3.5.2.5 Iteration 2 25 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 2 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.5.2.6 Iteration 3 26 3.5.2.7 Iteration 4 26 3.5.2.8 Data Cleansing 27 3.5.2.9 Data Acceptance Testing 27 3.5.3 Configuration – Data Migration – Backflow 28 3.5.4 Configuration – Integrations & Enhancements 28 3.5.4.1 Interfaces 28 3.5.4.2 Enhancements 28 3.5.5 Configuration – Core Team Training 29 3.5.6 Configuration – Reports & Dashboards 29 3.5.7 Configuration – Security & Roles 29 3.5.8 Configuration – Organization Change Management (OCM) 30 Risk Assessment 30 Sponsor Assessment 30 P-P-P-P Exercise 30 Sponsor Interview 30 Group Impact Assessment 31 OCM Scope and Goals Summary 31 OCM Strategy Presentation 31 Customer Bill Statement Communication Plan 32 3.5.9 Configuration – Deliverables, Roles & Responsibilities 33 3.6 Test 38 3.6.1 Test – Test Scripts 38 3.6.2 Test – Training Material 38 3.6.3 Test – Tester Training 39 3.6.4 Test – Enhancement Testing 39 3.6.5 Test – Integration Testing 39 3.6.6 Test – Functional Testing 39 3.6.7 Test - Bill Validation Testing 40 3.6.8 Test – User Acceptance Testing 40 3.6.9 Test – Client Driven Solution Walkthrough 41 3.6.10 Test – Deliverables, Roles, Responsibilities 42 3.7 Deploy 46 3.7.1 Deploy – Prerequisites 46 3.7.2 Deploy – Go Live Cutover Plan 46 3.7.3 Deploy – Go/No Go Decision 47 3.7.4 Deploy – End User Training Material 47 3.7.5 Deploy – End User Training 47 3.7.6 Deploy – Mock Go Live 48 3.7.7 Deploy – Customer & Vendor Notifications 48 3.7.8 Deploy – Go Live 48 3.7.9 Deploy - Deliverable(s), Roles & Responsibilities 49 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 3 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.8 Operate 52 3.8.1 Operate – Post Go Live Support 52 3.8.2 Operate – Transition to Customer Success 52 3.8.3 Operate – System Acceptance & Project Close Out 53 3.8.4 Operate – Deliverables, Roles, & Responsibilities 54 3.9 Project Governance 56 3.9.1 Project Management (PM) 56 3.9.2 Project Communications & Tools 56 3.9.3 Acceptance Period 57 3.9.4 Agreed Severity Definitions 58 3.9.5 Milestone Acceptance Process 59 3.9.6 Scope & Project Change Management 59 3.9.7 Issues and Risk Management 60 3.9.8 Conflict Resolution and Escalation Process 61 3.9.9 Project Working Times 61 3.9.9.1 Project Working Schedule 61 3.9.9.2 Statutory Holidays 61 3.9.10 Executive Steering Committee 63 3.9.11 Project Management Recurring Deliverables 63 4 Integrations & Enhancements 65 4.1 Integrations 65 4.2 Enhancements 72 5 Travel 72 6 Project Assumptions 73 6.1 General Assumptions 73 6.2 System Testing Assumptions 74 6.3 Training Assumptions 74 6.4 Production Readiness and Cutover Assumptions 74 7 Appendices 75 7.1 Definitions 75 7.2 Milestone Schedule 80 7.3 Document Samples 94 7.3.1 Project Status Report - Sample 95 7.3.2 Risk Log 100 7.3.3 Change Order Form 103 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 4 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 1. Introduction This Statement of Work (SOW) is entered into per the Agreement Date by and between SpryPoint Services Inc. (hereinafter “SpryPoint”), with principal offices in Charlottetown, PE, and City of Carlsbad, CA (“ the Client”) with offices at 1200 Carlsbad Village Drive Carlsbad, CA 92008, United States of America. Background Statements: ● SpryPoint will provide a range of software solutions and services to achieve a business solution that meets the identified Customer Information System (CIS) Solution (“Solution”) requirements of the Client. Client is open to new ways to achieve the same outcome but are not looking to go backward in functionality or efficiency. ● The Solution will encompass several SpryPoint products with Metabase included as a reporting and dashboard solution. The products include: o SpryCIS – Customer Information System o SpryMobile – Mobile Field Service o SpryEngage – Customer Engagement Portal o SpryBackflow – Cross Connection o SpryIDM – Interval Data Management ● The Client wishes to work together with SpryPoint for the implementation of the Solution and SpryPoint agrees to provide such services and/or software as agreed to in the terms provided herein. ● This Statement of Work provides the general detailed terms and provisions that govern the delivery of all services and/or deliverables to the Client by SpryPoint. This document is one of several that constitute the Agreement. As such, if any discrepancy exists between the documents, the precedence shall be listed in the Master Subscription Agreement. These documents help define the project’s scope and will guide its execution. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 5 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 2. Project Guiding Principles 2.1. Guiding Principles The Project will employ the following guiding principles throughout its operation and execution: 1. Standardize and align business operations to Industry best practices where it makes sense. 2. The Project will be based on a ‘Solution-Based’ approach rather than a ‘System- based’ approach focusing on high value processes and driving efficiencies. 3. The Client will empower designated Project team members knowledgeable on current state of operations to make decisions that will bind the Client in future state business process operations. These designated team members will be represented in each workshop. 4. Leverage base application capabilities as much as possible and minimize Client specific customizations. 5. SpryPoint and the Client will operate as a unified team and partners in the execution of the Project. 6. There will be a focus and commitment to organizational change management and staff preparation and readiness throughout the Project. 7. Transparency of Project status and readiness will not be compromised regardless of desired outcome. 8. SpryPoint will lead the project and keep consistent communication and transparency in the progress tracking of the project as outlined in the Project Governance Section of this document. 9. The project is being implemented as part of a larger project that involves the implementation of Workday. SpryPoint will work with AVAAP, the city WorkDay implementor, to coordinate project schedules. 10. The primary tool for collaboration and virtual meetings will be Microsoft Teams. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 6 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3. Scope of Work 3.1. Overall Project Approach SpryPoint shall use its implementation methodology, to deliver the SpryPoint Services, while reporting and delivering to the Client the requested deliverables and service levels in this SOW. SpryPoint will use its hybrid approach that brings together the best of the traditional Waterfall Methodology and combines it with the best elements of the Agile Methodology. This hybrid approach encompasses Project Management tasks, Pre-Project tasks, and five (5) phases, as follows: ● Analysis ● Configure ● Test ● Deploy ● Operate The Project scope assumes all SpryPoint Products will go live at the same time. If it is determined during implementation to split up the go live of one or multiple products, the change order process will be engaged to outline any project impacts. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 7 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.2. Pre-Project Initiation Before Project Initiation there are several pre-project activities the Client can choose to perform to prepare for the implementation. Completion of these activities is not mandatory to start the project but will need to be completed at some point before go- live. ● Documentation to gather: ✔ Operating policies: ✔ Any documentation on Standard Operating Procedures ✔ Published rules/policies ✔ Internal documentation – How Tos/Workflows, etc. ✔ Gather Lists of Information: ✔ Customer Forms (online or printed) ✔ Communications – letters (collections, budgets, payment plans, etc.) ✔ Service Order Types ✔ Credit Memos ✔ Miscellaneous Charges ✔ Billing Rates/details ✔ Penalty and collection rules ✔ GL codes used in CIS ✔ Meter data (counts, types of meters, inventory, GIS information) ✔ Staffing and Roles: ✔ Identify Subject Matter Experts ✔ Grid of staff, roles, and responsibilities ✔ Field Operation users that will need to be engaged with SpryMobile ✔ Bill Statement ✔ Bill design, structure of content, changes from existing bill ✔ Goals of redesign ✔ Who needs to approve a new design? ✔ Does the new design need to be approved by a committee? If so, how long does this process take ✔ Reporting ✔ What reports do you have today? ✔ Do you still use this report and what is it for? ✔ Complete a Reports list ✔ Collect report samples] ✔ Data Migration ✔ Prepare raw database dump of legacy CIS system ✔ Data Cleansing ✔ Start to identify problem records (accounts, customers, premises) ✔ Start to identify duplicate records Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 8 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ✔ Identify problems with data that should be resolved ✔ Identify fields that are multipurpose 3.3. Project Initiation Project Initiation describes the collaboration between the Client and SpryPoint to begin the project. SpryPoint cannot start project initiation until the contracts have been fully executed. Approximately sixty (60) days from contract execution, SpryPoint will initiate the project, and start preparation and mobilization of its resources in accordance with the requirements defined in this SOW. 3.3.1 Project Initiation – Project Start Up SpryPoint will mobilize the SpryPoint project team to ensure they have a strong understanding of the Client and the project scope. An introduction call with the will be scheduled to • Mobilize project teams • Complete introductions, • Finalize the project schedule • Agree and setup project infrastructure and finalize the approach for file sharing • Discuss next steps 3.3.2 Project Initiation – Provision SFTP Site for Data Transfer SpryPoint will provision an SFTP site for client data transfer. Client to identify team members who will require access, these team members are the resource(s) responsible for completing the data transfer. 3.3.3 Project Initiation – Deploy Environments SpryPoint will deploy environments as defined in the Exhibit A – Pricing Schedule. Upon deployment of the environments SpryPoint will setup access for Core Team, so the Client can connect and validate that the environments are available and ready for use 3.3.4 Project Initiation – Foundation Training To prepare for the analysis workshops SpryPoint will provide system training on demo data that allows the Client to understand how the out of the box solution handles business processes. This training also helps level set on SpryPoint terminology, and helps Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 9 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved the Client make more informed decisions during the Analysis workshops. This training will not be role based, will not be specific to the client’s business processes and will data that is representative of the Client data, not the Client’s actual data. Any Client personnel that will be participating in the Analysis Workshops must participate in this training. 3.3.5 Project Initiation – Data Review Before the workshops the Client will provide SpryPoint with a copy of their data for analysis. This data analysis will provide insight into the Client and help identify focus areas during the discovery workshops. 3.3.6 Project Initiation – Workshop Questionnaires Before the workshops SpryPoint will prepopulate the questionnaires with our understanding based on all information gathered to date. The questionnaires will then be sent to the Client Core Team who will validate the information and update unanswered questions and/or provide more information and return the completed questionnaires to SpryPoint no less than two (2) weeks before the scheduled workshops, unless otherwise mutually agreed. These questionnaires and designed to help facilitate the workshops and identify areas of concern or where additional discovery may be required. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 10 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.3.7 Project Initiation – Deliverables, Roles & Responsibilities For this implementation to be successful, there are various levels of engagement that are required by team members on both the Client and SpryPoint teams. The RACI charts are designed to demonstrate who needs to perform work on each project deliverable. The following key will be used for each RACI to explain the level of engagement required. R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done; C = Consulted – provides input into a task and/or consulted before a decision or action; I = Informed – Must be informed after a decision or action Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d 11 No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 1. Mo b i l i z e P r o j e c t Te a m Id e n t i f y a n d a s s i g n t e a m m e m b e r s a n d in t r o d u c e t e a m s . A R I 2. Mo b i l i z e Cl i e n t Pr o j e c t T e a m Id e n t i f y a n d a s s i g n t e a m m e m b e r s a n d in t r o d u c e t e a m s . A R I I C 3. Pr e -Pr o j e c t Ki c k o f f In i t i a l P r o j e c t M a n a g e r s M e e t i n g t o in t r o d u c e pe o p l e & o u t l i n e ne x t s t e p s , sc h e d u l e m e e t i n g s , a n d s t a r t p r o j e c t wo r k . A I R I 4. Pr e p a r e p r o j e c t in f r a s t r u c t u r e Se n d w e l c o m e i n f o r m a t i o n , s e t u p s h a r e d dr i v e s a n d a c c e s s . A R 5. In i t i a l P r o j e c t Sc h e d u l e Up d a t e p r o j e c t p l a n t h a t w i l l b e u s e d a s ba s e l i n e f o r p r o j e c t . A C Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k 12 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 6. Pr o j e c t K i c k o f f Fo r m a l m e e t i n g t o k i c k o f f t h e P r o j e c t . Th i s i n c l u d e s t h e f o l l o w i n g a c t i v i t i e s : ▪ Me e t i n g a g e n d a ▪ Me e t i n g p r e s e n t a t i o n A C C C C I I C 7. En v i r o n m e n t Se t u p Pr o v i s i o n e n v i r o n m e n t s a n d p r o v i d e ac c e s s f o r t h e c o r e t e a m . A R C 8. Ve r i f y en v i r o n m e n t s Co n f i r m l i s t o f i n i t i a l a c c e s s a n d c o n f i r m us e r s c a n l o g i n . C A C 9. An a l y s i s Wo r k s h o p Sc h e d u l e co m p l e t e Th e c r e a t i o n o f t h e w o r k s h o p s c h e d u l e an d in v i t e s s e n t . A C R C Ad d K e y : R = R e s p o n s i b l e – As s i g n e d t o c o m p l e t e t h e t a s k / I . e y o u w i l l h a v e w o r k t o d o ; A = A c c o u n t a b l e – Ha s f i n a l d e c i s i o n -ma k i n g a u t h o r i t y a n d a c c o u n t a b i l i t y f o r c o m p l e t i o n ; t h i s p e r s o n w i l l e n s u r e t h e w o r k g e t s d o n e . He / s h e m a y or m a y n o t b e d o i n g w o r k b u t n e e d s t o m a k e s u r e t h e w o r k g e t s d o n e . C = C o n s u l t e d – pr o v i d e s i n p u t i n t o a t a s k a n d / o r c o n s u l t e d b e f o r e a d e c i s i o n o r a c t i o n ; I – In f o r m e d – Mu s t b e i n f o r m e d a f t e r a d e c i s i o n o r a c ti o n Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 13 3.4 Analysis The purpose of the Analysis phase is to gather the specific information needed to complete configuration of the SpryPoint Products. This phase is also used to clarify any business requirements and processes and/or identify any gaps that may exist. 3.4.1 Analysis – Overview/System Familiarization Before any discovery can occur, system training will be completed with the Client Core Team. This training will be using demo data and the Client will be provided copies of our core course content. This training documentation will not be tailored to the Client’s specific business processes. The purpose of this training is to help familiarize the Client with how the SpryPoint Solution works out of the box and to level set on terminology. This will help facilitate more efficient analysis workshops. Any Client employee that will be included in the Analysis Workshops should participate in this training session. 3.4.2 Analysis - Workshops A SpryPoint team member will lead workshops involving appropriate SpryPoint project resources, and the Client business process experts to create an Analysis Report. These workshops and the resulting documentation will work to define the future business processes and identify any gaps between the desired future business processes/agreed proposal requirements scope in Exhibit H and SpryPoint Functionality. SpryPoint and the Client will jointly identify and document the business processes. SpryPoint will provide draft copies of the Analysis Report and other documentation on an agreed upon timeframe for review and approval by Client to ensure accuracy of the information gathered. Prior to the workshops SpryPoint will: ✔ Develop Workshop schedule/agenda with input from the Client ✔ Prior to interviews, SpryPoint staff will familiarize themselves with the Client’s legacy system using available material provided by the Client, personal interviews, and other such information as needed. During this activity SpryPoint will: ● Conduct workshops to discuss possible organizational changes that may result from implementing the new system, and how to manage them. ● Conduct individual or group interviews to confirm current business processes, review standard configuration of the SpryPoint Service in relation to these Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 14 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved processes, recommend process changes based on the best practices with the SpryPoint Product(s), and identify enhancements or configuration changes that are needed, or that could be mitigated by the adoption of recommended business practice changes. The following business processes will be reviewed. • Customer Service • Premises • Service Orders • Meters • Billing • Accounting, payments, collections and bankruptcy processes, including debt remaining at any premise and recovered through transfer of title • Customer Engagement • Customer Communications • SpryEngage o Self Service ▪ Registration ▪ Payments ▪ Payment History ▪ Billing ▪ Analytics ▪ Forms ▪ Password Resets ▪ Requests ▪ Profile Management ▪ Help & FAQ ▪ Administration o Campaigns & Alerts o Customer Relationship Management ▪ Mobile Field Service • Dispatching • Meter activities • Service Orders • Optimized Routing • Photos • Inspection process to include recycled water ▪ SpryBackflow • Tester Registration o Required certification o Documents o Process for updating certificates • Assembly test submission workflow and test approval process • Assembly record management and customer and location record management Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 15 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved • Test due notification process • Other notifications or letters • Required report During this sub-section of the Analysis phase, other workshop sessions may be identified and required to ensure all business needs are being met. 3.4.3 Analysis – Planning Documents During the Analysis Phase there are several documents that are created. To create these documents SpryPoint will meet with the appropriate Client team members. ● Test Plan – A document that outlines the strategy for testing. As part of the test plan testing success parameters will be agreed to with the Client. For example: it will include criteria like X % of residential accounts need to be checked or 100% of industrial accounts with no unexplainable discrepancies. ● Training Plan – a document that outlines the requirements for training. This includes a training matrix that can be used to plan End User training for the various user roles and courses. The Client will be responsible for matching training needs to individual End Users. ● Security Plan - Based on the workshops and interviews, SpryPoint will provide an out of the box security plan. In addition, SpryPoint provides base security roles. The Client will be responsible to match individual users to the security roles and assign roles to their users. 3.4.4 Analysis – Data Migration Data Conversion is a critical part of every implementation project. During the Analysis Phase, workshop(s) will be held to define the following: ● Location of Client Data and access to Client data ● Confirmation of records that require conversion (as defined below) ● What format the Client Data will be received in ● Data cleansing options ● Parameters for data checking/validation ● How Client Data will be mapped to the new data structure This information will be gathered and documented in the Data Conversion Strategy document. 3.4.5 Analysis – Reports & Dashboards During the Analysis Phase a Report & Dashboard Analysis will be completed. This analysis starts with SpryPoint reviewing the out of the box reports and dashboards with the Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 16 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Client. Upon completion of this review SpryPoint will create a Report & Dashboard plan that outlines the following: • Out of the box reports and/or dashboards that meet the future state business processes. • Out of the box reports and/or dashboards that need minor customizations to support the future state business processes. • New reports and/or dashboards that will be required to be built to support the clients future state business processes. 3.4.6 Analysis – Organizational Change Management The objective of Organization Change Management (OCM) in the Analysis phase is for the SpryPoint team to better understand the current state of the Client, assess the organizational culture and the capacity to change. During this phase SpryPoint will provide: • OCM Overview Presentation/Discovery • OCM Plan Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d 17 3. 4 . 7 An a l y s i s – De l i v e r a b l e s , R o l e s & R e s p o n s i b i l i t i e s No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 1. Sy s t e m Fa m i l i a r i z a t i o n A p r o d u c t o v e r v i e w s e s s i o n ( s ) t h a t a r e de s i g n e d t o p r o v i d e t h e Cl i e n t wi t h a l o o k at h o w t h e Sp r y P o i n t pr o d u c t ( s ) w o r k be f o r e t h e A n a l y s i s w o r k s h o p s C A C R 2. Wo r k s h o p Qu e s t i o n n a i r e s Do c u m e n t ( s ) w i t h q u e s t i o n s t h a t w i l l n e e d to b e a n s w e r e d b y t h e c o r e t e a m a n d a r e us e d a s p a r t o f t h e d i s c o v e r y w o r k s h o p se s s i o n s . N o t e : T h e Sp r y P o i n t PM m a y de t e r m i n e t h e s e a r e n o t r e q u i r e d f o r t h e pr o j e c t A R 3. Wo r k s h o p Qu e s t i o n n a i r e s Pr o v i d e an s w e r s in t h e q u e s t i o n n a i r e s . A R 4. To p i c S p e c i f i c Wo r k s h o p s Wo r k s h o p ( s ) w i l l b e c o m p l e t e d t o d i s c u s s th e r e q u i r e m e n t s i n e a c h a r e a a n d i d e n t i f y R A Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k 18 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t an y g a p s . A n a g e n d a w i l l b e p r o v i d e d f o r ea c h w o r k s h o p . 5. At t e n d wo r k s h o p s Cl i e n t wi l l e n s u r e t h e c o r r e c t s u b j e c t ma t t e r s e x p e r t s a r e a v a i l a b l e a n d pa r t i c i p a t e i n w o r k s h o p s . C A 6. An a l y s i s R e p o r t A d o c u m e n t t h a t o u t l i n e s t h e i n f o r m a t i o n ga t h e r e d d u r i n g t h e d i s c o v e r y . T h i s do c u m e n t w i l l o u t l i n e a n y ga p s i d e n t i f i e d du r i n g t h e w o r k s h o p s R A C C I 7. An a l y s i s R e p o r t Up d a t e s Up d a t e s t o t h e A n a l y s i s R e p o r t w i t h a n y ch a n g e s / f e e d b a c k f r o m t h e Cl i e n t R A C R 9. An a l y s i s R e p o r t Re v i e w & Ap p r o v a l Th e t i m e r e q u i r e d t o f o r t h e Cl i e n t to re v i e w t h e A n a l y s i s R e p o r t a n d p r o v i d e fe e d b a c k a n d / o r a p p r o v e t h e d o c u m e n t C C A R I 10 . Re p o r t & Da s h b o a r d Pl a n Th i s p l a n i s u s e d t o i d e n t i f y w h i c h r e p o r t s an d d a s h b o a r d s r e q u i r e c u s t o m i z a t i o n o r ar e n e w t o s u p p o r t t h e c l i e n t s f u t u r e s t a t e bu s i n e s s p r o c e s s e s A R C R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k 19 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 11 . Te s t P l a n A d o c u m e n t t h a t o u t l i n e s t h e t e s t i n g st r a t e g y f o r t h e i m p l e m e n t a t i o n A R C C 12 . Tr a i n i n g P l a n A d o c u m e n t t h a t o u t l i n e s t h e s t r a t e g y f o r tr a i n i n g t h e Cl i e n t th r o u g h o u t t h e im p l e m e n t a t i o n . A R C C 13 . Da t a Co n v e r s a t i o n St r a t e g y A d o c u m e n t t h a t d e f i n e s a l l t h e Cl i e n t Da t a t h a t w i l l b e c o n v e r t e d . T h i s d o c u m e n t de f i n e s t h e d e t a i l s a n d p l a n f o r c o n v e r s i o n th r o u g h o u t t h e i m p l e m e n t a t i o n . R A C C 14 . Se c u r i t y P l a n an d B a s e l i n e Ro l e s ( o u t o f bo x ) A d o c u m e n t ( s ) t h a t o u t l i n e s t h e s e c u r i t y ac c e s s l i m i t s a n d t h e o u t o f th e b o x s e c u r i t y ro l e s an d t h e i r p u r p o s e . A R C C 15 . Se c u r i t y P l a n Ro l e As s i g n m e n t Up d a t e s t o t h e d o c u m e n t m a t c h i n g u s e r s to s e c u r i t y r o l e s . C C R A 16 . Or g a n i z a t i o n a l Ch a n g e Ma n a g e m e n t Pl a n A d o c u m e n t t h a t o u t l i n e s a s t r a t e g y f o r Or g a n i z a t i o n a l C h a n g e M a n a g e m e n t . A R C R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k 20 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 17 . Cl i e n t Co m m u n i c a t i o n Pl a n A d o c u m e n t t h a t o u t l i n e s r e c o m m e n d e d Cl i e n t co m m u n i c a t i o n s t h r o u g h o u t t h e Pr o j e c t f o r b o t h i n t e r n a l a n d e x t e r n a l co m m u n i c a t i o n s . A R R R 18 . Up d a t e s t o Cl i e n t co m m u n i c a t i o n s p l a n Go f o r w a r d c o m m u n i c a t i o n p l a n f o r Cl i e n t st a f f & i t s c u s t o m e r s C C A R C Ke y : R = R e s p o n s i b l e – As s i g n e d t o c o m p l e t e t h e t a s k / I . e y o u w i l l h a v e w o r k t o d o ; A = A c c o u n t a b l e – Ha s f i n a l d e c i s i o n -ma k i n g a u t h o r i t y a n d a c c o u n t a b i l i t y f o r c o m p l e t i o n ; t h i s p e r s o n w i l l e n s u r e t h e w o r k g e t s d o n e . H e / s h e m a y o r ma y n o t b e do i n g w o r k bu t n e e d s t o m a k e s u r e t h e w o r k g e t s d o n e . C = C o n s u l t e d – pr o v i d e s i n p u t i n t o a t a s k a n d / o r c o n s u l t e d b e f o r e a d e c i s i o n o r a c t i o n ; I – In f o r m e d – Mu s t b e i n f o r m e d a f t e r a d e c i s i o n o r a c t i o n Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 21 3.5 Configuration The configuration stage is the period in the Project where the project teams work to complete the initial “setup” of the SpryPoint product(s) to meet the specific business process requirements of the Client as defined in the Analysis document. 3.5.1 Configuration – Configuration Workbook & Workshops To document and track the configuration, SpryPoint uses a Configuration Workbook (Workbook). To populate the Configuration Workbook an agreed upon schedule of Configuration meetings are scheduled. While SpryPoint is accountable for maintaining the Workbook, the Client will be asked to be responsible to provide updates and input into the Workbook. The purpose of the Workbook is as follows: ● Provide a checklist of all required configuration settings ● Document configuration settings ● Show which configuration settings have been completed and where (i.e., Production Environment or Staging Environment) At this point in the Project this will be referred to as the Initial Configuration. As SpryPoint works with the Client through the testing and data conversation activities, changes to configuration may be required. SpryPoint will be responsible for ensuring the configuration is updated with these changes. 3.5.1.1 Configuration – Bill Statement SpryPoint uses an iterative approach to complete the bill statement configuration. It starts gathering initial requirements to determine the initial look and feel of the statement. This will be provided to the Client to provide some initial testing and feedback. Up to two (2) more additional iterations will be completed to meet the Client’s requirements. 3.5.1.2 Configuration – Collection Letters SpryPoint uses an iterative approach to complete the Collection Letter configuration. It starts gathering initial requirements to determine the initial look and feel of the Collection Letter(s). This will be provided to the Client to provide some initial testing and feedback. Up to two (2) more additional iterations will be completed to meet the Client’s requirements. Note a set of Collection Letters includes the letters to support the steps of the Collection Process. For example, if the collection process may have 3 steps that requires documents Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 22 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved to be created (1- Late Notice; 2- Delinquent Notice; 3 – Disconnect/Cut-off Notice) all three letters would be included in the scope. 3.5.1.3 Other Configuration Items Other items required to be configured during this phase are: ● Service Orders - SpryPoint will gather requirements for developing Client’s Service Order processes including service types. ● Miscellaneous Letters– Report deliverables (letters) will be created by SpryPoint with respect to the Client logo, contact information, return address and text. The Client will supply the logo, contact information, return address, and text to SpryPoint for development of the letters. Some examples include, but is not limited to: o Welcome Letter o Returned Check Fee Letter o Payment Arrangement Agreement Letter o Bankruptcy Letter During implementation SpryPoint will work with the Client to build and deliver all letter(s) and template(s) up to a maximum of 15. 3.5.2 Configuration – Data Migration SpryPoint uses an Agile project approach during the data migration process. SpryPoint will be responsible for the assistance of transformation and load of the data from the Client's current systems to SpryPoint Products. It should be noted that while SpryPoint is responsible for the transformation and loading of data, the Client must provide user(s) who understand how the Client currently uses the system and to complete data extraction and support transformation activities. 3.5.2.1 Data Mapping Before data can be extracted from the legacy system or imported into the various SpryPoint products, a data mapping document must be completed. SpryPoint will provide a document outlining all the data points that need to be mapped. The Client will be required to work with SpryPoint to ensure understanding of how data is used in the legacy system. Agreed Time SpryPoint will convert 3 full calendar years plus the number of months to go live of history into SpryCIS. SpryPoint will archive any Client Data older than 3 calendar years. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 23 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved The following table provides specific details of the objects to be converted, where the agreed time is 3 full calendar years, plus the number of months to go live of history. SpryCIS Objects to Convert Object Details Customers Active customers with balances within the specific time limits, including relationships (i.e., landlords/tenants). This also includes customer addresses and corresponding contact information. Note: In the agreed time if there are inactive customers with balances these will be included in the conversion. Premises All active premises in the agreed time. Accounts Active accounts only within the time range and inactive accounts with a balance and inactive accounts that have historical activity and/or have been closed in the agreed time. Meters All active meters within the agreed time range, regardless of account status. Service Points Active service points within the agreed time range. Meter Readings For all converted meters per the agreed time. AR Balance All active account balances within agreed time. Service Orders All active and completed service orders within the agreed time frame. Bill History Includes transactional data for any active accounts, inactive accounts with historical transactions within the agreed time. Deposits If applicable, active deposit values will be converted. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 24 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Equipment All active equipment. Remotes All active meters within the agreed time range, regardless of account status (if applicable). Notes & Comments Notes & Comments for applicable converted records. Additional history can be brought into the SpryCIS Archive Data Store. The Archive Data Store allows for inquiry and retrieval of historical, non-editable transactional data within the SpryCIS application. 3.5.2.2 Data Migration, Iterations & Refreshes SpryPoint will design, develop, and create validation processes (For example: accounts receivable balances, meter reads, consumption, record counts, etc.). The Client is responsible for all data extraction activities from the legacy system. The extraction file format is flat CSV (comma-delimited). SpryPoint will provision an SFTP site for data transfer, where the Client team can upload the data to be converted. The process starts with extracting and importing core data elements, and then with each conversion iteration, additional data elements will be added. After each conversion iteration, data validation reports will be provided to the Client to review and sign off on. During the conversion process Client will extract the mapped data from the Client's legacy system and SpryPoint will import the data into the SpryPoint solution(s). In addition to this the Client is expected to complete the Data Acceptance Testing. SpryPoint will run the data conversion programs and provide reports to assist the Client with data quality validation – for example reconciliation reports (extracted = loaded). The scope of this implementation includes an estimated 4 major data iterations with a maximum of 8 conversions. Each major iteration has a defined purpose and data requirements to meet that goal. In some instances, it may be required to complete multiple conversions to meet the goals and purpose of the major iteration. To ensure project efficiencies, the SpryPoint Project Manager will determine based on the project schedule and project needs if additional conversions are required and timing of those conversions, to ensure the data is correct to support a successful go live. Note: If it is mutually agreed to by both parties the decision can be made to proceed with the next data iteration if one of the activities is not completed. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 25 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.5.2.3 Summary of Data Iterations The following Table provides a summary of the data iterations. Specific details on each iteration can be found in the sections that follow. Data Iteration Iteration Goals Max number of Conversions 1 Convert master records to allow for baseline testing 2 2 Converts transactional data 3 3 Supports user acceptance testing activities & bill validation 2 4 Supports go live 1 3.5.2.4 Iteration 1 This is the initial data extraction and as a result is the first test of the data mapping. When this iteration of data is completed, users will be able: ● Review Client Data in the respective SpryPoint solutions on the following record types: o Accounts o Customers o Premises o Services o Service Points o Meters o Service Agreements o Billing Agreements o Meter Reads ● Complete data acceptance testing. ● Create bills, install meters, create billing & service agreements, and transitions. 3.5.2.5 Iteration 2 The goal of this iteration is to fix issues found during Iteration 1 and any additional record types required to start bill validation testing and other product testing. The following activities are targeted to be completed before Iteration 2 can be completed: ● Completion of Iteration 1 data conversion and data acceptance testing ● Completion of data cleansing activated identified in Iteration 1 ● Completed configuration adjustments identified Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 26 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Upon the completion of Iteration 2, the Client will be able to see and review: ● Client Data in the SpryPoint solutions to include: o Updated records from Iteration 1 o Transaction history o Deposit records ● Complete data acceptance testing ● Complete bill validation testing 3.5.2.6 Iteration 3 The goal of Iteration 3 is to fix issues identified in the previous iteration and convert any remaining records identified in the data conversion mapping document that have not been converted yet. To complete Iteration 3, the following prerequisites are targeted to be completed: ● Completion of Iteration 2 data conversion and data acceptance testing ● Completion of data cleansing activities identified in Iterations 1 & 2 ● Completion of configuration adjustments identified throughout testing Upon completion of Iteration 3, the Client will be able to: ● Address any edge cases or record types that have not been previously completed ● Complete User Acceptance Testing ● Complete Mock Go Live between Iteration 3 and 4 3.5.2.7 Iteration 4 The goal of Iteration 4 is to support Go-Live. In between data iterations, one or multiple data refreshes may be completed. Data refreshes can be requested by any project member but the final decision maker of whether to complete the refresh is the SpryPoint Project Manager. A data refresh is defined as the rerunning of the conversion processes using more recently extracted data. Another key tenet of a data refresh is that extract routine, conversion script, and/or, mapping changes will be minimal in comparison to a full iteration. A minor change is defined as script change that takes less than 1 hour to fix, such as fixing a mapping to support an edge case; adding handling for meter switches; changing rate mapping. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 27 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.5.2.8 Data Cleansing During the data migration process there will be requirements to clean up data, this will be referred to as data cleansing. There will be several methods used to complete this cleansing activity. The main ones are: ● Correct during the extraction – In some instances it is easiest to correct the data using scripting on the export from the legacy system. ● Correct during the import process – In some instances it is easiest to correct the data using scripting on the import into the SpryPoint product(s). ● Manual correction in legacy system- In some instances, the Client will be asked to correct the data in the legacy system. ● Correction in SpryPoint Product(s) – In some instances. The Client and/or SpryPoint Implementation Specialist will be asked to correct the data in the SpryPoint Product(s). This may be completed manually or by scripting. SpryPoint will work with the Client to decide the best approach on how data cleansing will be conducted and which of the above methods will be used or if an alternative method is required. SpryPoint and the Client will work together to come to a mutually agreed decision that is in the best interest of the Project. 3.5.2.9 Data Acceptance Testing After each data migration SpryPoint will provide data validation reports that will outline what data has been converted, control totals and areas of concern, areas where data cleansing may need to occur or any other data abnormalities. The Client will be required to review these reports with SpryPoint. In addition, the Client will be required to complete data acceptance testing. SpryPoint will provide checklists to use as guides for data acceptance testing. The Client is required to review and validate data for all records as outlined in the data conversion plan. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 28 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.5.3 Configuration – Data Migration – Backflow For SpryBackflow the following data items will be converted. SpryBackflow Objects to Convert Object Details Backflow Assemblies All active backflow assemblies and if applicable, any devices not yet installed but maintained in Client/Service Designee inventory Historical Test Historical test header details SpryBackflow uses an import approach for Data Migration. The Client/Service Designee will be required to extract the data in the requested formats. SpryPoint will import this data into SpryBackflow. Included in the scope of the project is 2 test data imports and the go live data import. 3.5.4 Configuration – Integrations & Enhancements During the configuration stage, documents will be created for each interface, and enhancement that are included in the Project. These documents will include more specific details on the business requirements for each interface, or enhancement. The document(s) will be provided to the Client to review, provide feedback, and sign off on. Once the document is signed off on then it will be scheduled with the development team for completion. Also, during this process each identified interface, and/or enhancement will be identified as required for Go-Live or not. This information will be used to help prioritize the delivery of this work. 3.5.4.1 Interfaces During the contracting process interfaces were identified and a high-level description of the functionality has been outlined in this document. To see a complete list of Interfaces and their description included in the scope of the project please see section 4.1 Interfaces. If interfaces, not listed in this document, are identified or requested, they will be deemed out of scope and the change order process will be initiated. 3.5.4.2 Enhancements During the contracting process in scope product enhancements were identified and a high-level description of the functionality has been outlined in this document. To see a complete list of Enhancements included in scope of this project please see section 4.2 Enhancements. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 29 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved If enhancements, not listed in this document, are identified or requested, they will be deemed out of scope and the change order process will be initiated as outlined in section 3.9.6 Scope and Project Change Management. 3.5.5 Configuration – Core Team Training To assist with the Client’s Core Team Members understanding of the SpryPoint product(s) SpryPoint will provide Core Team Training. This training is designed to give the Core Team members a full understanding of how to use the SpryPoint Product(s). SpryPoint will provide the Client copies of the training presentations and student workbooks. During the training, activities and assessments will be completed to help reinforce key concepts. Training material during core team training will be based on the out of the box system functionality and may include functionality that is not applicable to you, however the purpose of the training is to help the core team understand how the system might work for Client specific business processes. 3.5.6 Configuration – Reports & Dashboards During configuration any reports and dashboards identified as required for Go-Live in the Report Plan will be developed. As identified in the Report Plan, SpryPoint will work with the Client to build/configure: ● Dashboard – SpryPoint will work with Client to configure a Customer Service Dashboard of key metrics using Metabase. ● Reports - SpryPoint will work with appropriate Client project team members to modify existing reports or write new reports using the out of the box reporting tool and Metabase. ● Metabase Training – As part of the scope of the project SpryPoint will train the Client’s designated report writers on how to build reports and dashboards in Metabase. 3.5.7 Configuration – Security & Roles Based on the security plan, the Client will be responsible to assign security roles to users of the System. The Client can either use the out of the box security roles or they can create their own. When new functionality is released, SpryPoint is responsible to update the out of the box security roles only. If the Client has created their own custom security roles, they will be responsible to update any security related to new features to the affected roles. The SpryPoint Project Manager will work with the Client to ensure release notes are shared when required or applicable. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 30 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.5.8 Configuration – Organization Change Management (OCM) The following Organizational Change Management activities will be completed to support the Client and their users with the change that occurs during the implementation: Risk Assessment Measures the characteristics of the change and the attributes of the impacted organization to better understand the unique risks of the change. Changes that are more dramatic and farther reaching in the organization have a higher risk. Likewise, organizations and groups with histories and cultures that resist change face higher risk. Understanding these characteristics, attributes, and risks helps to scale the change management plans accordingly. Sponsor Assessment The Sponsor Assessment measures the people management chain of all the impacted groups in terms of their position relative to the change and their change management competency. The resulting sponsor coalition describes the leaders and managers who need to be on board and actively engaged in leading the change. The primary sponsor is the person who authorizes and champions the change. This person must be actively and visibly engaged in the change throughout the project. They also have a part in building a coalition of sponsors across the organization. Each member of the sponsor coalition has the responsibility to build support and communicate the change with their respective audiences. P-P-P-P Exercise This exercise assists the organization in connecting change management to business results by documenting the Project, Purpose, Particulars, and People. If the people impacted by the project do not support and engage in the change, then the particulars of that change are not realized. If these particulars are not achieved, then the purpose will not be achieved, and the business results are not met. Sponsor Interview The Sponsor Interview contains a list of questions that stakeholders may have about the project, and which can provide basic information about the project to stakeholders to create awareness and desire, the first two elements of the ADKAR® Model of individual change. Prosci® recommends that Primary Sponsors provide answers to these questions, which can then be repurposed throughout the project to reinforce key messaging concepts. These questions can also provide value for other tasks such as identifying stakeholders and defining project risk. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 31 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Group Impact Assessment The Group Impact Assessment measure the degree of anticipated changes to each of the groups impacted it terms of the follow 10 aspects of change. • Processes: The actions or steps taken to achieve a defined end or outcome. • Systems: A combination of people and automated applications organized to meet a set of objectives. • Tools: An item or implement used for a specific purpose; can be a physical object such as a mechanical tool or a technical object such as a web authoring tool or software program. • Job Roles: A physical geographical place that provides facilities for a stated purpose. • Critical Behaviors: Vital or essential response of an individual or group to an action, environment, person, or stimulus. • Mindset/Attitudes/Beliefs: A mental inclination, disposition or frame of mind reflected in behaviors. • Reporting Structure: The authority relationships in a company or organization; who reports to whom. • Performance Reviews: The process and indicators of how performance is measured and assessed relative to objectives. • Compensation: The amount of the monetary and non-monetary pay provided in return for work performed. • Location: A physical geographical place that provides facilities for a stated purpose. Not all groups will be impacted the same. Understanding the impacts relative to each impacted groups helps to scale the change management plans accordingly. OCM Scope and Goals Summary This document summarizes the scope and goals of the anticipated changes and provides a consolidate source for information that can be communicated as needed to the organization. OCM Strategy Presentation This presentation summarizes the analysis findings, documents key takeaways, and recommends next steps for the organization. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 32 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Customer Bill Statement Communication Plan This plan provides the organization with the tools to create an effective communication plan with their customers to ensure a smooth and successful rollout of the new billing system to their customers, minimizing billing disruptions and providing necessary support throughout the transition. This document will also provide best practices from other implementations on the tools to be used and the information to be imparted to customers Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d 33 3. 5 . 9 Co n f i g u r a t i o n – De l i v e r a b l e s , R o l e s & R e s p o n s i b i l i t i e s No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementatio n Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 1. Co n f i g u r a t i o n Wo r k s h o p s Wo r k s h o p s t h a t a r e h e l d o n a n a g r e e d u p o n s c h e d u l e to d e t e r m i n e t h e i n i t i a l c o n f i g u r a t i o n r e q u i r e m e n t s . R A C R 2. Co n f i g u r a t i o n Wo r k b o o k Co m p l e t e d Th e C o n f i g u r a t i o n W o r k b o o k i s fi l l e d o u t f o r t h e i n i t i a l ro u n d o f c o n f i g u r a t i o n . R A 3. Co n f i g u r a t i o n Wo r k b o o k As s i g n m e n t s & Ho m e w o r k Pr o v i d e r e q u i r e d i n p u t s & i n f o r m a t i o n f o r c o m p l e t i o n of t h e C o n f i g u r a t i o n W o r k b o o k C A 4. Sy s t e m Co n f i g u r a t i o n ( s ) Th e p r o c e s s t o co m p l e t e c o n f i g u r a t i o n i n t h e S y s t e m En v i r o n m e n t s . A R 5. Pa r t i c i p a t e i n Co n f i g u r a t i o n Se s s i o n s Be e n g a g e d i n c o n f i g u r a t i o n s e s s i o n s t o a n s w e r qu e s t i o n s a n d u n d e r s t a n d h o w c o n f i g u r a t i o n i s pe r f o r m e d C R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k 34 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementatio n Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 6. In t e g r a t i o n Do c u m e n t ( s ) Fo r a n y i n sc o p e i n t e r f a c e s , t h i s d o c u m e n t v a l i d a t e s th e i n t e r f a c e de s i g n a n d fu n c t i o n a l i t y . O n e d o c u m e n t wi l l b e c r e a t e d f o r e a c h i d e n t i f i e d i n t e g r a t i o n . A R 7. In t e g r a t i o n Re q u i r e m e n t s pa r t i c i p a t i o n Pa r t i c i p a t e i n i n t e g r a t i o n r e q u i r e m e n t s s e s s i o n s , pr o v i d e d o c u m e n t f e e d b a c k a n d a p p r o v e d o c u m e n t s A R 8. Co r e T e a m Tr a i n i n g Fu l l s y s t e m t r a i n i n g p r o v i d e d t o t h e Cl i e n t 's c o r e te a m m e m b e r s p e r t h e t r a i n i n g p l a n t h a t e n s u r e s t h e co r e t e a m u n d e r s t a n d s h o w t h e Sp r y P o i n t pr o d u c t ( s ) w o r k s . A 9. Pa r t i c i p a t e i n Co r e T e a m Tr a i n i n g Cl i e n t ’s C o r e T e a m w i l l p a r t i c i p a t e i n t h e s c h e d u l e d tr a i n i n g s e s s i o n s A R 10 . En h a n c e m e n t Do c u m e n t ( s ) If t h e r e a r e e n h a n c e m e n t s i n c l u d e d i n s c o p e , t h i s do c u m e n t v a l i d a t e s t h e b u s i n e s s u s e c a s e a n d ca p t u r e s t h e en h a n c e m e n t d e s i g n a n d f u n c t i o n a l i t y . If th e r e a r e m u l t i p l e e n h a n c e m e n t s o n e d o c u m e n t w i l l be c o m p l e t e d f o r e a c h . A R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k 35 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementatio n Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 11 . En h a n c e m e n t s Re q u i r e m e n t s pa r t i c i p a t i o n Pa r t i c i p a t e i n E n h a n c e m e n t B u s i n e s s r e q u i r e m e n t s se s s i o n s , p r o v i d e d o c u m e n t f e e d b a c k a n d a p p r o v e do c u m e n t s A R 12 . Da t a M a p p i n g Do c u m e n t A s p r e a d s h e e t t h a t m a p s e a c h f i e l d b e i n g c o n v e r t e d fr o m t h e l e g a c y s y s t e m t o a f i e l d i n a n a p p r o p r i a t e i n sc o p e Sp r y P o i n t pr o d u c t . R A C C 13 . Da t a E x t r a c t i o n fr o m l e g a c y sy s t e m Th e a c t i v i t i e s r e q u i r e d t o g e t d a t a o u t o f t h e Cl i e n t ’s le g a c y s y s t e m . C C A R 14 . Da t a I m p o r t i n t o Sp r y P o i n t Pr o d u c t ( s ) Th e a c t i v i t i e s r e q u i r e d t o b r i n g d a t a i n t o t h e Sp r y P o i n t pr o d u c t ( s ) . R A C C 15 . Da t a C o n v e r s i o n Re s u l t s R e p o r t Th e re p o r t ( s ) t h a t i s g e n e r a t e d a f t e r t h e d a t a co n v e r s i o n r o u n d i s c o m p l e t e d . R A C C 16 . Da t a C o n v e r s i o n Re s u l t s R e v i e w A m e e t i n g ( s ) t o d i s c u s s t h e d a t a c o n v e r s i o n r e s u l t s a n d an s w e r a n y q u e s t i o n s , i s s u e s o r c o n c e r n s . R A C R 17 . Da t a A c c e p t a n c e Ch e c k l i s t Te m p l a t e A t e m p l a t e t h a t o u t l i n e s t h e r e c o m m e n d e d d a t a el e m e n t t h a t s h o u l d b e t e s t e d A R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k 36 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementatio n Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 18 . Da t a A c c e p t a n c e Ch e c k l i s t Te m p l a t e Po p u l a t i o n Po p u l a t i o n o f s p e c i f i c d a t a e l e m e n t s t o b e t e s t e d d u r i n g da t a a c c e p t a n c e t e s t i n g i n t o t h e D a t a Ac c e p t a n c e Ch e c k l i s t . A R 19 . Da t a A c c e p t a n c e Te s t i n g Te s t i n g t h a t i s c o m p l e t e d b y t h e Cl i e n t to c h e c k a n d va l i d a t e t h e d a t a t h a t h a s b e e n c o n v e r t e d . R A 20 . Da t a A c c e p t a n c e Te s t i n g S u p p o r t An s w e r q u e s t i o n s a n d p r o v i d e g u i d a n c e d u r i n g d a t a ac c e p t a n c e t e s t i n g A R 21 . Id e n t i f y d a t a is s u e s Id e n t i f i c a t i o n a n d d o c u m e n t a t i o n o f d a t a i s s u e s f o u n d du r i n g d a t a a c c e p t a n c e t e s t i n g C C A R 22 . Da t a C l e a n s i n g De c i s i o n s Ma k e d e c i s i o n s o n t h e b e s t w a y t o r e s o l v e d d a t a is s u e s * * s e e D a t a Cl e a n s i n g S e c t i o n a b o v e . A R C C 23 . Co m p l e t e D a t a Cl e a n s i n g Ac t i v i t i e s - Sp r y P o i n t Co m p l e t e d a t a c l e a n s i n g a c t i v i t i e s A R C C 24 . Co m p l e t e d D a t a Cl e a n s i n g Co m p l e t e d a t a c l e a n s i n g a c t i v i t i e s C C A R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k 37 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementatio n Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t Ac t i v i t i e s – Cl i e n t 25 . Re p o r t s & Da s h b o a r d s Bu i l d / C o n f i g u r e r e p o r t s a n d D a s h b o a r d a s d e t e r m i n e d by t h e r e p o r t p l a n R A C R 26 . Se c u r i t y Co n f i g u r a t i o n Th e p r o c e s s o f a s s i g n i n g u s e r s t o s e c u r i t y r o l e s . C A R 27 . Sy s t e m R e a d y fo r T e s t i n g In i t i a l s y s t e m c o n f i g u r a t i o n c o m p l e t e d a n d sy s t e m re a d y f o r t e s t i n g . A R C C 28 . OC M T r a i n i n g Ma t e r i a l s Ma t e r i a l s t h a t w i l l b e u s e d t o t e a c h e n d u s e r s a n d a s s i s t wi t h O C M s e s s i o n s . A R C C 29 . Co m m u n i c a t i o n s Do c u m e n t Up d a t e s Co m p l e t e a n y u p d a t e s t o t h e i n t e r n a l a n d e x t e r n a l co m m u n i c a t i o n d o c u m e n t a n d / o r t h e s t r a t e g y do c u m e n t . A R R R Ke y : R = R e s p o n s i b l e – As s i g n e d t o c o m p l e t e t h e t a s k e a c h p a r t y t o t h e S O W w i l l h a v e t o d o ; A = A c c o u n t a b l e – Ha s f i n a l d e c i s i o n -ma k i n g a u t h o r i t y a n d a c c o u n t a b i l i t y f o r co m p l e t i o n ; t h i s p e r s o n w i l l e n s u r e t h e w o r k g e t s d o n e . H e / s h e ma y o r m a y n o t b e d o i n g w o r k b u t n e e d s t o m a k e s u r e t h e w o r k g e t s d o n e . C = C o n s u l t e d – pr o v i d e s i n p u t i n t o a t a s k a n d / o r c o n s u l t e d b e f o r e a d e c i s i o n o r a c t i o n ; I – In f o r m e d – Mu s t b e i n f o r m e d af t e r a d e c i s i o n o r a c t i o n Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 38 3.6 Test The Test phase’s primary focus is on testing and training. This phase is the key to mitigating risk and gaining user confidence in the new business processes. This is accomplished through SpryPoint’s systematic and thorough testing and training. SpryPoint’s iterative testing methodology adds a layer of thoroughness at each step, building on the success of the previous steps. It is important that the Client spends time testing their business processes in the SpryPoint Solution(s) to ensure all business needs are met. 3.6.1 Test – Test Scripts A test case is a document that outlines an element or scenario to be completed during a specific test cycle (feature, function, interface, etc.). Each test case must meet the following requirements: ● Uniquely numbered and named ● Identifies the functional/business domain recommended to be tested ● Describes the testing purpose ● Specifies the environment to be used ● Outlines any dependencies SpryPoint will provide out of the box test scripts based on the standard business processes. The Client will be responsible for modifying test scripts to meet their custom needs. SpryPoint will be available to review, answer questions and provide recommendations for custom test scripts. SpryPoint will uses Test Rail, a test case management tool, for disturbing and managing the test scripts for the various rounds of testing that occurs during Functional, Integration, and User Acceptance testing. 3.6.2 Test – Training Material To assist the Client’s Testing Team Members with understanding of the SpryPoint product(s), SpryPoint will provide end-to-end system training. As part of the training, SpryPoint will provide the Client with copies of the training presentations and student workbooks. During the training activities and assessments will be completed to help reinforce key concepts. Training material used during tester training will be localized to use Client Data for hands-on exercises and will only contain details about system functionality that is being used as part of the go forward business processes. Note: The training material will not include details on the client’s specific business processes. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 39 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.6.3 Test – Tester Training To ensure the project team has captured as many scenarios as possible and addressed all business cases, it is important that other users be identified and perform testing during the User Acceptance Testing phase. SpryPoint is responsible for ensuring users receive the required training, so they have the tools required to complete their assigned testing. Although SpryPoint is responsible for providing the training, it is highly recommended that a core team member be part of the training session to help facilitate buy-in of the new functionality and business processes. 3.6.4 Test – Enhancement Testing Enhancement Testing is the stand-alone testing of the system enhancements, performed during development, by the SpryPoint developers and implementation specialists. SpryPoint is responsible for complete initial testing of enhancements to ensure they meet the requirements as outlined in the requirements document(s). It is recommended that the Client complete their own testing of the enhancement. 3.6.5 Test – Integration Testing Integrated Testing will focus on these five main areas: ● Core integrated testing which tests major batch processes; ● Financial scenarios which focus on validating financial transactions; ● Integrated testing scenarios inclusive of primary and secondary scenarios; ● Unit (Singular) testing of interfaces and enhancement(s); ● Unit testing reports and bill prints. SpryPoint is responsible to complete initial testing of integrations to ensure they meet the requirements as outlined in the requirements document(s). It is recommended that the Client complete their own testing of the integrations. Included in scope is no more than two (2) rounds of functional testing. 3.6.6 Test – Functional Testing The main purpose of the Functional Testing step is to establish that decisions made during the configuration phase of the project will be in line with Client’s business requirements. Functional Testing utilizes scenarios based on industry best practices. To facilitate functional testing, SpryPoint and the Client will test scenarios, broken into two categories: ● Primary Scenarios - These scenarios involve functionality relating to the core business processes and are the most common end-user functionality, such as move-ins, move-outs, billing, and collections. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 40 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● Secondary Scenarios - These scenarios involve testing a broader spectrum of functionality designed to test unique, Client-specific functionality and infrequent or less common processes. Included in scope is no more than two (2) rounds of functional testing. 3.6.7 Test - Bill Validation Testing The purpose of the billing comparison process is to replicate a full billing cycle for all accounts in both the legacy system and SpryCIS and compare the results on each account. The end goal is to identify any billing anomalies to correct issues with setup or conversion, and to document acceptable differences. The billing comparison is an iterative process throughout the implementation to ensure bills are calculated correctly. The scope of the project includes three (3) iterations of billing validation. The first iteration will likely identify configuration or data issues that need to be corrected. After those issues are corrected the billing comparison will be run again up to two (2) more times to ensure billing accuracy. Billing comparison will be deemed acceptable when there is a 97% or higher billing match with no unknown reasons for differences. After each round of bill comparisons, a document is created that is shared with the Client to show the results. While SpryPoint is responsible to complete this testing, the Client will be required to help review and resolve issues. Results of each Bill Validation Testing Iteration will need to be signed off by the Client. To complete Bill Validation Testing the Client must have the ability to provide an extract of the billing data from their legacy system in the form of a comma-separated file or spreadsheet from their legacy system at any given time. This data will need to include, at a minimum: ● Legacy Account Number ● Service Period Dates, start and end date ● Consumption by service ● Billing Cycle ● Bill Amount ● Budget Amount (if applicable) ● Bill amount by Service (if possible) ● Breakdown by flat charge vs. consumption, consumption charges by tiers (if possible) 3.6.8 Test – User Acceptance Testing User Acceptance Testing cannot be deemed completed or accepted until all objects including but not limited to configuration, data migration, reports, modifications, interfaces, business processes and user security are completed and ready for Go-Live. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 41 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Note: In some cases, there may be a reason why an item may not be available during user acceptance testing. If this occurs this item(s) needs to be documented with a future plan to validate the item(s). During User Acceptance Testing the Client will be accountable to complete any required testing, however, the SpryPoint team will be available to answer questions and help resolve any questions, issues, or concerns. SpryPoint will test all processes related to the read-only follower database during User Acceptance Testing. The Client’s identified testers will complete the test cases as defined in the approved test script list and agree to complete testing to meet the parameters defined in the test plan. If tests fail, SpryPoint resources will be available to help and answer questions and/or work with the customer to fix the issues. Once SpryPoint has deemed the issue fixed, the Client will be required to retest. 3.6.9 Test – Client Driven Solution Walkthrough To validate and ensure Client Go Live Readiness, the Client will be asked to assembly a group of users to demonstrate, to SpryPoint, their use and knowledge of the end-to-end solution and future state business processes. Test – Deliverables, Roles & Responsibilities Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d 42 3. 6 . 1 0 Te s t – De l i v e r a b l e s , R o l e s , R e s p o n s i b i l i t i e s No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 1. Te s t e r T r a i n i n g Tr a i n i n g p r o v i d e d t o a n y n o n -co r e t e a m u s e r s t h a t wi l l b e i n v o l v e d i n te s t i n g a c t i v i t i e s . R A 2. Pa r t i c i p a t e i n T e s t e r Tr a i n i n g Pa r t i c i p a t e i n t e s t e r t r a i n i n g A R 3. Da t a R e f r e s h e s An u p d a t e d d a t a c o n v e r s i o n i t e r a t i o n t h a t i s u s e d t o su p p o r t t e s t i n g . R A C 4. Pr o v i d e T e s t S c r i p t s Pr o v i d e o u t o f b o x t e s t sc r i p t s b a s e d o n s t a n d a r d bu s i n e s s p r o c e s s e s . A R C C 5. Up d a t e T e s t S c r i p t s Ac t i v i t i e s r e q u i r e d t o u p d a t e o u t o f b o x t e s t s c r i p t s to m a t c h Cl i e n t ’s f u t u r e s t a t e a n d e d g e c a s e s C C A R 6. Ex e c u t e B i l l V a l i d a t i o n Te s t i n g Ac t i v i t i e s r e q u i r e d t o co m p l e t e a r o u n d o f b i l l va l i d a t i o n t e s t i n g R A R R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k 43 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 7. Bi l l V a l i d a t i o n – Is s u e Co r r e c t i o n s Co r r e c t i o n o f i s s u e s f o u n d d u r i n g b i l l v a l i d a t i o n . T h i s co u l d b e i n t h e f o r m o f c h a n g e s t o c o n f i g u r a t i o n , tr a i n i n g f o r Cl i e n t , d e v e l o p m e n t , e t c . R A R R 8. Bi l l V a l i d a t i o n T e s t i n g Ac c e p t a n c e A s i g n o f f p r o v i d e d b y t h e Cl i e n t th a t r e p r e s e n t s ac k n o w l e d g m e n t t h a t t h e Cl i e n t ha s r e v i e w e d t h e te s t i n g r e s u l t s a n d a p p r o v e s t h e r e s u l t s o f t h e te s t i n g r o u n d C C A R 9. Ex e c u t e I n t e g r a t i o n Te s t i n g Ac t i v i t i e s r e q u i r e d t o c o m p l e t e a r o u n d o f in t e g r a t i o n t e s t i n g A R R R 10 . In t e g r a t i o n T e s t i n g – Is s u e R e s o l u t i o n Co r r e c t i o n o f i s s u e s f o u n d d u r i n g i n t e g r a t i o n t e s t i n g . Th i s c o u l d b e i n t h e f o r m o f c h a n g e s t o co n f i g u r a t i o n , t r a i n i n g f o r Cl i e n t , d e v e l o p m e n t , e t c . A R C C 11 . In t e g r a t i o n T e s t i n g Si g n o f f A s i g n o f f p r o v i d e d b y t h e Cl i e n t th a t r e p r e s e n t s ac k n o w l e d g m e n t t h a t t h e Cl i e n t ha s r e v i e w t h e te s t i n g r e s u l t s a n d a p p r o v e s t h e r e s u l t s o f t h e te s t i n g r o u n d C C A R 12 . Ex e c u t e F u n c t i o n a l Te s t i n g Ac t i v i t i e s r e q u i r e d t o c o m p l e t e a r o u n d o f fu n c t i o n a l te s t i n g A R R R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k 44 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 13 . Fu n c t i o n a l T e s t i n g – Is s u e I d e n t i f i c a t i o n Id e n t i f i c a t i o n o f i s s u e s f o u n d d u r i n g f u n c t i o n a l te s t i n g . T h i s c o u l d b e i n t h e f o r m o f c h a n g e s t o co n f i g u r a t i o n , t r a i n i n g f o r Cl i e n t , d e v e l o p m e n t , e t c . A R R R 14 . Fu n c t i o n a l T e s t i n g – Is s u e R e s o l u t i o n - Sp r y P o i n t Re s o l v e i s s u e s i d e n t i f i e d i n te s t i n g . A R C C 15 . Fu n c t i o n a l T e s t i n g – Is s u e R e s o l u t i o n - Cl i e n t Re s o l v e i s s u e s i d e n t i f i e d i n t e s t i n g . A R 16 . Fu n c t i o n a l T e s t i n g Si g n o f f A s i g n o f f p r o v i d e d b y t h e Cl i e n t th a t r e p r e s e n t s ac k n o w l e d g m e n t t h a t t h e Cl i e n t ha s r e v i e w e d t h e te s t i n g r e s u l t s a n d a p p r o v e s t h e r e s u l t s o f t h e te s t i n g r o u n d . C C A R 17 . Ex e c u t e U s e r Ac c e p t a n c e T e s t i n g Fi n a l t e s t i n g p e r f o r m e d b y t h e Cl i e n t Ke y U s e r s a n d an y i d e n t i f i e d t e s t e r s p r i o r t o s y s t e m s i g n -of f . Se c u r i t y , M o d i f i c a t i o n s a n d R e p o r t s t e s t i n g w i l l b e pe r f o r m e d a s p a r t o f U A T . C C A A R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k 45 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 18 . Us e r A c c e p t a n c e Te s t i n g – Is s u e Id e n t i f i c a t i o n Id e n t i f i c a t i o n o f i s s u e s f o u n d d u r i n g u s e r ac c e p t a n c e t e s t i n g . T h i s c o u l d b e i n t h e f o r m o f ch a n g e s t o c o n f i g u r a t i o n , t r a i n i n g f o r t h e Cl i e n t , de v e l o p m e n t , e t c . A R R R R 19 . Us e r A c c e p t a n c e Te s t i n g – Is s u e Re s o l u t i o n - Sp r y P o i n t Re s o l v e i s s u e s i d e n t i f i e d i n t e s t i n g . A R C C 20 . Us e r A c c e p t a n c e Te s t i n g – Is s u e Re s o l u t i o n - Cl i e n t Re s o l v e i s s u e s i d e n t i f i e d i n t e s t i n g . C C A R 21 . Us e r A c c e p t a n c e Te s t i n g S i g n o f f A s i g n o f f p r o v i d e d b y t h e Cl i e n t th a t r e p r e s e n t s ac k n o w l e d g m e n t t h a t t h e Cl i e n t ha s c o m p l e t e d us e r a c c e p t a n c e t e s t i n g a n d a p p r o v e s t h e r e s u l t s o f th e t e s t i n g C C A R R Wh o K e y : R = R e s p o n s i b l e – As s i g n e d t o c o m p l e t e t h e t a s k / I . e y o u wil l h a v e w o r k t o d o ; A = A c c o u n t a b l e – Ha s f i n a l d e c i s i o n -ma k i n g a u t h o r i t y a n d a c c o u n t a b i l i t y f o r c o m p l e t i o n ; t h i s p e r s o n w i l l e n s u r e t h e w o r k g e t s d o n e . H e / s h e m a y or m a y n o t b e d o i n g w o r k b u t n e e d s t o m a k e s u r e t h e w o r k g e t s d o n e . C = C o n s u l t e d – pr o v i d es i n p u t i n t o a t a s k a n d / o r c o n s u l t e d b e f o r e a d e c i s i o n o r a c t i o n ; I – In f o r m e d – Mu s t b e i n f o r m e d a f t e r a d e c i s i o n o r a c t i o n Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 46 3.7 Deploy The Deploy phase is the point at which the Client and SpryPoint decide whether all critical pieces are in place to turn the system over to production. This phase includes a production readiness evaluation, cutover planning, and remaining end user training. SpryPoint and the Client will develop a Cutover Plan prior to the proposed Go-Live date. SpryPoint and the Client will stage all aspects of the system in preparation for production cutover. The Production Readiness phase focuses on four critical areas: 1. Application Readiness. Is the application tested and ready for production? This includes modifications, interfaces, and reports needed to run in full operations. 2. Data Readiness. Is the data conversion ready for operations? Have all data cleansing issues been resolved or planned for during the cutover period? 3. Process Readiness. Have the business processes been reviewed? Have all business process-reengineering tasks been completed, documented, and made ready for operations? 4. Resource Readiness. Are all the end-users trained? Is the Client’s staff trained to deal with problem-solving during the business cycle? 3.7.1 Deploy – Prerequisites To cutover to production the following criteria must be met: ● User Acceptance Testing must be completed and signed off on. ● Approved Client Driven System Walkthrough ● All issues marked as required for Go-Live must be completed and signed off on. ● All product enhancements and integrations marked as required for Go-Live must be completed, tested, and signed off on. ● Converted data has been validated, balances, any discrepancies can be explained and signed off on. ● Required training is completed and signed off on. Note: the above list is the standard agreement, however, in some cases there may be item(s) that may not be accomplished until Go-Live. Any desired expectation(s) to this list needs to be documented with a plan outlined and relevant details and mutually agreed upon by both parties. 3.7.2 Deploy – Go Live Cutover Plan SpryPoint will develop a Go-Live Cutover Plan which outlines all issues and activities required to cutover and to the achievement of operational stability. The plan is based on Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 47 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved experiences gathered from other SpryPoint production cutovers, an on-going evaluation of best practices in the industry, and specific issues that arose during the configuration and testing of the software for the Client. 3.7.3 Deploy – Go/No Go Decision This is a critical decision point in the project, where the state of the project is reviewed against the Deploy Prerequisites to determine the readiness for Go-Live. This step should occur approximately 30 days before Go-Live. If the Client has specific needs that will require more than 30 days’ notice, this decision point should occur further out than 30 days prior. The Go/No Go Decision process occurs in two steps. Step 1 – SpryPoint Internal Go/No Go Decision This is an internal meeting with the SpryPoint Project Team, SpryPoint Executive Sponsor and other SpryPoint Stakeholders to discuss the project and evaluate Go-Live readiness. If this meeting results in a "Go" Decision, a Client Go/No Go meeting is scheduled. In the event a "No" results from this meeting a meeting will be scheduled with the Client’s Executive Sponsor and Key Stakeholder to discuss the concerns and an established action plan. Step 2 – SpryPoint/Client Go/No Go Decision When the SpryPoint Internal meeting results in a "Go" Decision, the project status, risk, cutover plan is discussed with the Client’s Project Team, Executive Sponsor and any Key Stakeholders. If the Client makes a "Go" decision, plans for the cutover are finalized. If the Client makes a "No-Go" decision, SpryPoint and the Client will work together to determine if the change is in or out of scope, and the appropriate actions will be taken to resolve the issues/concerns. 3.7.4 Deploy – End User Training Material To assist the Client’s end users with understanding of the SpryPoint product(s); SpryPoint will provide end to end system training. As part of training, SpryPoint will provide the Client copies of the training presentations and student workbooks. During training, activities and assessments will be completed to help reinforce key concepts. Training material used during end user training will be localized to use Client Data for hands on exercises and will only contain details about system functionality that is being used as part of the Client’s go forward business processes. Note: The training material will not contain specific business process information for the Client. 3.7.5 Deploy – End User Training The end-user training will be performed by SpryPoint staff, with the assistance of one or more Client core team members. The SpryPoint instructor will supply the detailed knowledge of the applications being taught, and the Client functional resource will bring Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 48 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved the detailed knowledge of Client processes to the classroom. The SpryPoint instructor will lead the instruction with the Client resource attending to clarify any process or procedure questions specific to their environment. While SpryPoint will make every effort to complete end user training as close to Go-Live as possible, there may still be a period between training and Go-Live. As a result, the Client agrees to establish a practice lab and a schedule where trained users are scheduled and required to spend time practicing what they have been trained on. For SpryBackflow; SpryPoint will be responsible to training Client resources. However, the Client will be responsible to provide any training to their customer users. 3.7.6 Deploy – Mock Go Live The Mock Go-Live acts as a dress rehearsal for the actual Go-Live weekend and Monday morning activities. This practice run is used to ensure everyone understands their roles and responsibilities for the actual Go-Live. In addition, it allows SpryPoint to validate the schedule and timings for the cutover weekend. This includes any manual entries required after the completed conversion and validation of all reporting. Some users will be asked to run testing to ensure they understand what is going to happen when the business opens on Monday morning. 3.7.7 Deploy – Customer & Vendor Notifications As the Client prepares for Go-Live the Client may need to notify customers, vendors and other third parties of the system Go-Live. It will be the responsibility of the Client to prepare and complete these notifications. However, SpryPoint can be used as a resource to talk about their experiences in what other Clients have done. 3.7.8 Deploy – Go Live This phase includes the system shutdown time when the cut-over to production occurs. Most of this work is performed when the office is closed. During this time, the final data conversion is completed, and all other steps as identified in the cut-over plan are completed, and validation is performed to ensure everything is in place to open the office. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d 49 3. 7 . 9 De p l o y - De l i v e r a b l e ( s ) , R o l e s & R e s p o n s i b i l i t i e s No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 1. Go L i v e P l a n A d o c u m e n t t h a t o u t l i n e s t h e p l a n f o r G o -Li v e , in c l u d i n g a n y s c h e d u l e s a n d ch e c k l i s t s f o r t h e G o -Li v e we e k e n d . A R I R R R I 2. Sp r y P o i n t In t e r n a l G o / N o De c i s i o n An i n t e r n a l Sp r y P o i n t me e t i n g w h e r e t h e Cl i e n t ’s re a d i n e s s f o r G o -Li v e i s r e v i e w e d . A R R I 3. Sp r y P o i n t / Cl i e n t Go / N o G o De c i s i o n A m e e t i n g u p o n t h e ac c e p t a n c e o f p r e r e q u i s i t e ac t i v i t i e s t h a t g i v e s t h e a p p r o v a l t o m o v e f o r w a r d w i t h th e G o -Li v e . A R R C R R R 4. En d Us e r T r a i n i n g Tr a i n i n g f o r u s e r s i s t e a c h i n g t h e m h o w t o u s e t h e Sp r y P o i n t pr o d u c t s , a s i d e n t i f i e d i n t h e t r a i n i n g p l a n . A R C R R 5. Cu s t o m e r / V e n d o r No t i f i c a t i o n s No t i c e o f G o -Li v e f o r a n y c u s t o m e r s , v e n d o r s , a n d ot h e r i n t e r e s t e d p a r t i e s o f t h e G o -Li v e p l a n n e d d a t e . I I A R I C Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k 50 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 6. Sc h e d u l e P r a c t i c e Se s s i o n s f o r Tr a i n e d E n d U s e r s A s c h e d u l e t h a t a s s i g n s s y s t e m p r a c t i c e t i m e t o tr a i n e d u s e r s . A C R 7. Pr a c t i c e L a b A s p a c e w h e r e t r a i n e d e n d u s e r s c a n g o t o u s e t h e Sp r y P o i n t Pr o d u c t ( s ) a n d p r a c t i c e t h e i r s y s t e m s k i l l s . A R I 8. Pr a c t i c e S e s s i o n ( s ) Th e ti m e a n e n d u s e r ( s ) s p e n d s p r a c t i c i n g w h a t t h e y le a r n e d i n t r a i n i n g s e s s i o n s . C R A 9. Mo c k G o L i v e A c o m p l e t e d r e s s r e h e a r s a l o f t h e G o -Li v e a c t i v i t i e s t o en s u r e a l l p a r t i e s u n d e r s t a n d t h e i r r o l e i n G o -Li v e . A R R R I 10 . Fi n a l D a t a Co n v e r s i o n Ex p o r t s Al l a c t i v i t i e s r e q u i r e d t o c o m p l e t e t h e f i n a l d a t a co n v e r s i o n e x p o r t s f r o m t h e l e g a c y s y s t e m . A R C C 11 . Fi n a l D a t a Co n v e r s i o n Im p o r t s Al l a c t i v i t i e s r e q u i r e d t o c o m p l e t e t h e f i n a l d a t a co n v e r s i o n i m p o r t i n t h e p r o d u c t i o n sy s t e m . R A C C 12 . Go -Li v e A c t i v i t i e s Co m p l e t e a l l c u t o v e r a c t i v i t i e s a s d e f i n e d i n t h e cu t o v e r p l a n . A R I R R R I Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k 51 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 13 . Is s u e s L o g Up d a t e s Th e i s s u e s l o g t h a t g e t s u p d a t e d w i t h a n y i s s u e s t h a t oc c u r d u r i n g c u t o v e r . A R R R 14 . Go L i v e S i g n o f f A d o c u m e n t t h a t c o n f i r m s t h a t t h e s y s t e m i s r e a d y f o r pr o d u c t i o n u s e a n d t h a t t h e Cl i e n t is r e a d y t o be g i n us i n g t h e Sp r y P o i n t so l u t i o n ( s ) a s t h e s y s t e m o f re c o r d . R R I A R C Ke y : R = R e s p o n s i b l e – As s i g n e d t o c o m p l e t e t h e t a s k / I . e y o u w i l l h a v e wo r k t o d o ; A = A c c o u n t a b l e – Ha s f i n a l d e c i s i o n -ma k i n g a u t h o r i t y a n d a c c o u n t a b i l i t y f o r c o m p l e t i o n ; t h i s p e r s o n w i l l e n s u r e t h e w o r k g e t s d o n e . H e / s h e m a y o r ma y n o t b e d o i n g w o r k b u t n e e d s t o m a k e s u r e t h e w o r k g e t s d o n e . C = C o n s u l t e d – pr o v i d e s i n p u t i nt o a t a s k a n d / o r c o n s u l t e d b e f o r e a d e c i s i o n o r a c t i o n ; I – In f o r m e d – Mu s t b e i n f o r m e d a f t e r a d e c i s i o n o r a ct i o n Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 52 3.8 Operate The purpose of this phase is to ensure complete and successful transfer to the new customer information system as well as the other applications included in the Project scope and provide the Client with direct access to the implementation team personnel. The SpryPoint implementation team will work together with your production staff to ensure the systems are well understood and functioning per the agreed business processes. 3.8.1 Operate – Post Go Live Support This is the initial period after Go-Live where the Client’s focus is on system stabilization. The post Go-Live/stabilization period will last 90 calendar days with the goal to complete 3 full billing cycles (assuming monthly billing cycle), including 1 successful billing cycle that does not experience severity 1 or 2 issues. Any severity 3 issues will have a plan for resolution that is agreed to by both parties. During this period, the Client is using the SpryPoint product(s) to complete their day- to-day responsibilities and run their business. The SpryPoint implementation team is available to the Client to answer questions, provide refresher training, manage, and resolve all application issues (configuration, training, and defects, etc.), resolve all post- production issues as well as any Go-Live deferred functionality, provide support of the business process review activities and how to best achieve the desired improvements. At the end of the post Go-Live stabilization period a punch list is created. This list contains: ● Any issues and their severity still open at the end to the stabilization period ● Any SOW items that were not delivered prior to Go-Live ● Any additional reports required and agreed to as part of scope of services 3.8.2 Operate – Transition to Customer Success After the post Go-Live period has been completed and all severity 1 and 2 issues have been resolved and all severity 3 issues have a plan for resolution that is approved by both parties, we will transition the Client to the Customer Success team. The transition involves a SpryPoint internal knowledge transfer between the Service Delivery and Customer Success Teams and an introductory meeting with the Client, SpryPoint Project Manager, and the SpryPoint Customer Success Team. Once the transition to the Customer Success team has occurred, the SpryPoint implementation team will continue to be accountable for the resolution of all items on the punch list and the Customer Success Team will be accountable for any new issues. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 53 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.8.3 Operate – System Acceptance & Project Close Out The project close out is the point when the Project parties both agree that all Project deliverables have been completed per the Statement of Work and the Implementation portion of the contract is completed, the system is accepted by the Client and the Project is deemed closed. This occurs when the following are met: 1. All of the service deliverables identified within this SOW have been completed, delivered and accepted or deemed accepted per specific contractual provisions, including approved Change Orders impacting the SOW; 2. All punch-list items severity 1, 2 and a plan for delivery of severity 3 are delivered to the Client. The Client agrees to test all delivered severity 1 and severity 2 items within 15 business days of receipt and provide written details of any concerns. If no written details or concerns are provided by the Client within the 15-business day period, the items will be considered approved. Client must have received training as defined in the SOW on the SpryPoint Products and know how to use the system. 3. 1. and 2. above have been met, and the project is 6 months past cutover, and no written documentation of issues related to the scope included in this SOW has been provided to SpryPoint; SpryPoint will send an email to the Client stating that due to no documentation approval has been assumed. Once a project is deemed complete any outstanding implementation fees are due. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d 54 3. 8 . 4 Op e r a t e – De l i v e r a b l e s , R o l e s , & R e s p o n s i b i l i t i e s No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Customer Success Team Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 1. Re f r e s h e r Tr a i n i n g An y i d e n t i f i e d a n d a g r e e d u p o n r e f r e s h e r tr a i n i n g c o m p l e t e d . A R R R R 2. Tr a n s i t i o n Do c u m e n t a t i o n Sp r y P o i n t In t e r n a l D o c u m e n t a t i o n u s e d to p r o v i d e t h e C u s t o m e r S u c c e s s T e a m in f o r m a t i o n a b o u t t h e Cl i e n t an d t h e i r pr o j e c t . A R R 3. Tr a n s i t i o n t o Cu s t o m e r Su c c e s s In t e r n a l Me e t i n g A Sp r y P o i n t in t e r n a l k n o w l e d g e tr a n s i t i o n m e e t i n g t o r e v i e w t h e p r o j e c t de t a i l s . A R R I 4. Tr a n s i t i o n t o Cu s t o m e r Su c c e s s Me e t i n g A me e t i n g w a s h e l d wi t h Sp r y P o i n t to in t r o d u c e t h e m t o t h e C u s t o m e r S u c c e s s Te a m a n d h o w t h e y w o r k w i t h t h e m . A R R R R I Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k 55 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Customer Success Team Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 5. Fi n a l i z e Pu n c h l i s t A d o c u m e n t t h a t l i s t s a n y o p e n i t e m s t h a t ne e d t o b e r e s o l v e d a s p a r t o f t h e s c o p e of t h e p r o d u c t . A R I R R 6. Si g n o f f o n Pu n c h l i s t Ac k n o w l e d g e m e n t , b y t h e Cl i e n t th a t th e y h a v e r e v i e w e d t h e pu n c h l i s t an d th e y a g r e e t o i t . R A R I 7. Pr o j e c t C l o s e Ou t D o c u m e n t A d o c u m e n t t h a t s u m m a r i z e s p r o j e c t de t a i l s . A R R R 8. Pr o j e c t C l o s e Ou t S i g n o f f Ac k n o w l e d g e m e n t , b y t h e Cl i e n t th a t a l l SO W d e l i v e r a b l e s h a v e be e n c o m p l e t e d an d t h e p r o j e c t h a s b e e n s i g n e d o f f o n an d c l o s e d . I A R C Ke y : R = R e s p o n s i b l e – As s i g n e d t o c o m p l e t e t h e t a s k / I . e y o u w i l l h a v e w o r k t o d o ; A = Ac c o u n t a b l e – Ha s f i n a l d e c i s i o n -ma k i n g a u t h o r i t y a n d a c c o u n t a b i l i t y f o r c o m p l e t i o n ; t h i s p e r s o n w i l l e n s u r e t h e w o r k g e t s d o n e . H e / s h e m a y o r ma y n o t b e d o i n g w o r k b u t n e e d s t o m a k e s u r e t h e w o r k g e t s d o n e . C = C o n s u l t e d – pr o v i d e s i n p u t i n t o a t a s k a n d / o r c o n s u l t e d b e f o r e a d e c i s i o n o r a c t i o n ; I – In f o r m e d – Mu s t b e i n f o r m e d a f t e r a d e c i s i o n o r a c t i o n Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 56 3.9 Project Governance 3.9.1 Project Management (PM) SpryPoint uses a highly structured and layered project management methodology, which relies on detailed and complete project plans, to determine who is working on each task, and when, throughout the life of the project. Central to SpryPoint’s philosophy is maintaining strong communication throughout the teams, setting expectations early, facilitating and coaching as required and monitoring progress. SpryPoint will provide a Project Manager throughout the life of the Project who will work directly with the Client's Project Manager and the joint team to ensure that all project responsibilities are met. SpryPoint and Client Project Managers shall be responsible for the planning and execution of the Project. They shall work collaboratively to manage all project activities from project management activities, including planning and execution, the delivery of change management, and project communications throughout the Project. The Client’s Project Manager is ultimately accountable for the Client’s resources, project tasks and internal project plans and SpryPoint’s Project Manager is accountable for their resources and project tasks. Both project managers will need to work together and retain authority for day-to-day project decisions and ensure project success. 3.9.2 Project Communications & Tools The SpryPoint Project Manager, working in conjunction with the Client Project Manager, will compile status reports for distribution to both the Client and SpryPoint management. Weekly meetings will be held to review overall status, schedule, and open issues noted in the status report. As the implementation experts, SpryPoint agrees to communicate clearly which issues/tasks are on the critical path and have immediate impact on the project schedule and which issues/tasks are not. For issues that are not on the critical path the SpryPoint Project Manager will monitor these to ensure that these do not become critical path issues/tasks. Communication Method Frequency Tool/Method Attendees Project Team Status Meetings Every second week Zoom & Google Docs/PDF Both PMs, Client Core Team Meetings, Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 57 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved SpryPoint Project Team (as required) Project Status Reports Monthly PDF N/A Updates to the project plan Bi-Monthly Kantata N/A PM Status meeting Weekly Zoom SpryPoint PM, Client PM Risk Log Bi-Monthly Google Sheet/Excel N/A Executive Steering Committee Monthly Zoom SpryPoint PM, Client PM, SpryPoint Executive Sponsor, Client Executive Sponsor Issue Log Weekly Google Sheet/Excel N/A With the understanding that both SpryPoint and the Client are working jointly to achieve the best project outcome, the table above outlines the standard agreement for communications. If major project events occur, or at a critical point in the Project that require additional communications, updates, or meetings, both parties can mutually agree to the additional activities at no extra cost to the Client. 3.9.3 Acceptance Period To facilitate the project schedule and project planning it is important both parties agree to a default response period of 5 business days for any issues involving the Project. While this will be the default time, either party can proactively ask for a longer time, if the time is not sufficient or ask for an extension. The SpryPoint Project Manager will evaluate any timeline extensions against the project schedule and communicate if the extension puts the project schedule at risk. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 58 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.9.4 Agreed Severity Definitions During the implementation the following definition will be used to define the Severity of issues. In addition, issues will also be categorized as Go-Live Required or Post Go-Live. Severity Level Example 1 – Urgent The Client’s business is not operational due to significant performance issues or outage, creating a substantial impact financially or by the number of customers affected. Critical business function(s) cannot be performed, and/or a key component is unavailable or is non-functional. There is no immediate workaround. Urgent issues have top priority until resolved. Examples of Severity 1 Issues includes but are not limited to: ● System is unavailable (outage), ● Unable to perform a key function such as calculation of bills or billing process, ● A key function is malfunctioning, creating a severe financial/customer impact ● Any event that impacts more than 20% of the customer base. ● Severity Level 1 issues are subject to an Issue Post-mortem by SpryPoint 2 – Critical The Client’s business is operational but the ability to perform business functions is severely impacted, A critical business function or functions are partially operational or operating by use of a workaround only sustainable for a short period of time. A critical business function or functions is operating at limited capacity or has a defect which creates errors or atypical results to customer records, transactions, financials. Examples of Severity 2 issues include but are not limited to: ● 10%-20% of the customer base are affected by bills which are calculating or rendering incorrectly ● Response times on transactions or screens are 3 times the normal response times (response times must be tracked at go-live for benchmark) ● Processes take 3 times as long to complete or error out (response times must be tracked at go-live for benchmark) 3 – Restricted Use The service is experiencing an issue that can be worked around but is impacting the Client’s efficient use of the service. The business is operational with reduced efficiency. Examples of Severity 3 issues includes but are not limited to: ● Single account issue ● Business function has a slight restriction of function of non-critical nature ● A workaround is required to maintain normal operations ● Non-performance impacting defect 4 – Not Urgent The service is fully functional but may contain a cosmetic flaw or misspelling. There is no operational, financial, or customer impact. Examples of Severity 4 issues include, but may not be limited to: ● A button is out of alignment on the user interface ● Question regarding configuration or functionality Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 59 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● General inquiries 3.9.5 Milestone Acceptance Process This project will be invoiced on a milestone basis. The milestones, delivery criteria and payment timelines are noted below and in Exhibit G - Milestones. On a monthly basis, the SpryPoint Project Manager will submit a list of milestones that have been completed for review and approval to the Client Project Manager. Service deliverables shall be accepted or rejected within 5 consecutive business days from the time of submission for acceptance. Service deliverables will be considered accepted with written approval from the Client. In the event the Client does not provide written approval or feedback within the agreed upon time period SpryPoint may invoice the milestone. The use or partial use of any service deliverable in a Production Environment constitutes acceptance of that service deliverable but only to the extent of such use or partial use. The Service Deliverable Acceptance Process is described below. ● Submission of Service Deliverables. The SpryPoint Project Manager, or his or her designee, will prepare a list of completed milestones and forward with the respective service deliverable to the Client Project Manager, or the Client designee, for consideration. ● Assessment of Service Deliverables. The Client's Project Manager will determine whether the service deliverable meets the requirements as defined in this SOW and that the service deliverable is complete. ● Acceptance / Rejection. After reviewing, the Client will either; accept the service deliverable in writing or will provide a written reason for rejecting it to the SpryPoint Project Manager. If the Milestone is accepted, the SpryPoint Project Manager will invoice for the Milestone(s). If the Milestone is rejected the SpryPoint Project Manager will review the reason and work with the Client's Project Manager to determine if the rejected reason is within scope and if so, resolve any concerns. Once concerns are addressed the Milestone Acceptance Form will be updated and resubmitted for approval in the next month invoicing cycle. 3.9.6 Scope & Project Change Management During implementation either party may request additions, deletions, or modifications to the services or software described in this SOW (“the Change”). All Changes will be documented and approved, regardless of whether there is an associated cost for the change. Requests for changes should be made to either project team’s PM. The SpryPoint Project Manager is responsible for creating a Change Order Form. The Change Order Form will include the following: Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 60 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● A description of the problem that needs to be solved or the scope change to be addressed. ● A description of the solution to the problem or scope Change being requested, including the use/business case and/or reason for the Change and suggested solution. ● An estimated impact of the Change on the project schedule. ● If applicable, any fees/cost and expenses associated with the Change. The Change process that will be employed is defined below. The Change must be approved by both SpryPoint and the Client before any work related to a Change is completed. ● Identify the requested Change ● Identify and document the solution and scope of work associated with the Change requested ● Estimate required effort, and any associated costs ● Assess impact of the Change on schedule, travel fees, milestones, contract, risks and/or any other identified impacts. ● Submit for review and approval by the Client and SpryPoint Management Team ● If not approved, no changes are completed and the Change request is canceled ● If approved, Project documents are updated and work on the Change is scheduled into the Project ● Monitor and report progress on the Change ● Communicate the Change resolution During implementation, work to execute any approved project Changes will be completed at a price of $200 USD per hour. 3.9.7 Issues and Risk Management The following procedure will be used to manage Project issues and risks: ● Identify and document all concerns ● Assess the impact and prioritize the impact to the Project ● Assign responsibility to resolve the issue or risk ● Monitor and report progress on the issue or risk ● Communicate issue resolution On a monthly basis, the Project Managers will meet to review the status of the risks and outstanding issues. When a risk is identified each risk will be assessed for its probability and impact and weighted. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 61 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.9.8 Conflict Resolution and Escalation Process While both parties agree it is the desire to resolve issues quickly and within the project team(s), at times this may not be possible, and issue(s) may need to be escalated to resolve. A project issue can include anything from a business process change, to a schedule issue, to a personnel issue, etc. The following table shows a typical escalation path: Escalation Path SpryPoint Client Level 4 CEO IT Director Level 3 Vice President Service Delivery IT Enterprise Applications Manager Level 2 Project Manager Project Manager Level 1 Implementation Specialist Core Team Members 3.9.9 Project Working Times 3.9.9.1 Project Working Schedule During the project implementations it has been agreed that Project Meetings, Training Sessions and/or any onsite time will be completed Monday through Friday, when working remotely. If work is being completed onsite all meeting times will be scheduled Monday through Thursday, with Friday being a travel day for the SpryPoint project team. In the event scheduled project activities such as meetings, training sessions, etc. need to be completed on days/times outside the above agreed times, this will be mutually agreed upon by both parties and scheduled a minimum of three (3) weeks in advance. 3.9.9.2 Statutory Holidays It is agreed that both parties will do their best to respect each party’s holiday schedule. However, depending on where the project is and go-live date, on occasion project team members may be required to work a statutory holiday. If this is to occur, it will be mutually agreed to by both parties. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 62 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved SpryPoint Observed Holidays Holiday 2025 2026 2027 New Year’s Day January 1 January 1 January 1 Islander Day/Family Day February 17 February 16 February 15 Good Friday April 18 April 3 March 26 Victoria Day May 19 May 18 May 24 Canada Day July 1 July 1 July 1 Civic Holiday August 4 August 3 August 2 Labor Day September 1 September 7 September 6 National Day of Truth & Reconciliation September 30 September 30 September 30 Thanksgiving October 13 October 12 October 11 Remembrance Day November 11 November 11 November 11 Christmas Day December 25 December 25 December 25 Boxing Day December 26 December 26 December 26 ** Note: this calendar is subject to change based on company policies Client Observed Holidays Holiday 2025 2026 2027 New Year’s Day January 1 January 1 January 1 Martin Luther King Jr. January 20 January 19 January 18 President’s Day February 17 February 16 February 15 Memorial Day May 26 May 25 May 31 Independence Day July 4 July 4 (observed July 3) July 4 (observed July 5) Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 63 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Labor Day September 1 September 7 September 6 Indigenous People’s Day October 13 October 12 October 11 Veteran’s Day November 11 November 11 November 11 Thanksgiving Day November 27 November 26 November 25 Thanksgiving Friday November 28 November 27 November 26 Christmas Day December 25 December 25 December 24 3.9.10 Executive Steering Committee The Executive Steering Committee Meeting will include SpryPoint and the Client Project Managers and Project Sponsors. This review will take place monthly via a Zoom meeting or onsite (if mutually agreed to by both parties). The intent of this meeting is to ensure that the Project remains on-time and on-budget, and that Executive Management for both parties have a clear understanding of project status. The primary tool that will be used to do the meeting is the latest month’s Monthly Project Status Report. The intended level of attention to detail during this meeting is to identify areas of concern or material change to the Project. Topics of discussion include: ● Work accomplishments from the previous month and planned work accomplishments for the upcoming month. ● The percent complete for the overall project thus far. Descriptions of any material variances in schedule or work will be provided, if the percent complete is different than what was expected from the prior month. ● The current Risk Management Plan will be included, and risk status will be reviewed, based on priority of risks. ● The Project Plan will be included and reviewed for any areas of concern or material change to the project. 3.9.11 Project Management Recurring Deliverables During the project implementation the SpryPoint Project Manager is accountable for the delivery of the following recurring deliverables: Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 64 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Communication Method Description Shared Project Folders Via the used of Google Drive, SpryPoint will provide the Client with a shared project folder for document sharing and collaboration of documents during the project Project Status Reports A monthly report that summarizes project status, upcoming activities, risks, etc. Updates to the project plan Updates to the baseline Project schedule are performed and published bi-monthly. The plan is updated to refine tasks, percent complete and milestone completions, inclusive of resource updates and timeframe updates. Both parties will commit to staffing and resources to meet a rolling 3-month window. Note: project plans will be maintained and updated in the SpryPoint Project Tool, called Kantata. Access can be granted to the Client to see the project plan. Risk Log Report that lists risks, probability, impact, status, and responsible resources. Executive Steering Committee A monthly meeting to ensure both Executive Teams understand project status, any risks, and an opportunity to discuss any other topics as required. Issue Log Report that lists project issues, responsible resources, due date, priority, and impact on the critical path. Note: If the Client prefers to use SharePoint as the site for sharing/storing files, SpryPoint will agree to this. However, the Client is required to provide and support the SharePoint infrastructure and provide access to the SpryPoint team members at no cost to SpryPoint. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 65 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 4 Integrations & Enhancements This section outlines any of the integrations or enhancements included in the scope of work. It is important to note that during analysis and throughout the implementation there may be additional integrations or enhancements identified. In this event, SpryPoint will provide a ballpark estimate(s) to determine if further investigation or detail(s) is required. If the Client is not interested, SpryPoint will work with the Client to ensure they understand all required workarounds. If the Client wishes to investigate further, a full estimate will be provided. If the change is deemed required, the change order process will be activated. 4.1 Integrations SpryCIS is designed with REST Application Programming Interfaces (API’s) to enable real- time integration. For inbound integration and synchronization from back-office applications, we provide a purpose-built back- office integration Application Programming Interface (API). For outbound integration, we have an integrated process scheduler as well as an extensible event framework to support both batch and scheduled integrations as well as event-driven integrations. SpryPoint will create an Integration Requirements Document for each integration to define the detailed requirements. Note: In the event additional work or development is required to support integrations with third party applications and SpryPoint, it is outside the scope of this project. Some examples are configuration in a third party application, the need for a third party to add information to an API, etc. Integration Name Integration Details Workday SpryPoint has an existing integration with Workday that automates the flow of financial data such as general ledger and banking transactions into your Workday system. ● The Accounting Journal Connector facilitates the exchange of accounting journal entries between SpryCIS and Workday. This connector enables all financial transactions to be synced to the correct general ledger accounts in Workday. ● The Ad Hoc Banking Transaction Connector, facilitates the exchange of banking transactions, such as payments and payment reversals, between SpryCIS and Workday. The ad hoc banking Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 66 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved transactions are used to reconcile payments in SpryCIS against bank statements, which ensures accurate and timely reconciliation. For each of these connectors, SpryCIS generates a CSV file with summarized records on a nightly schedule and uploads the files to an sFTP site. The files can then be automatically picked up by Workday and imported into their system. Accounts Payable Process: SpryPoint supports generating an accounts payable export file in CSV format. This file contains accounts payable information for each refund voucher, such as account, customer, mailing address, ACH banking details, and refund amount. The file is generated manually from SpryCIS by selecting a date range of which vouchers to include. The typical process with existing Workday customers is to upload this file into Workday manually. Automation of this activity is currently not supported. It would require additional effort to validate whether Workday has a file-based connector or API available that can support automated upload of AP refunds. This is currently out of scope. Invoice Cloud SpryCIS Integration SpryCIS integrates with InvoiceCloud to provide payment processing functionality with full two-way integration between SpryCIS and InvoiceCloud. Capabilities include: ● Batch-based Biller Information File (BIF) integration. SpryCIS transmits a list of invoiced accounts to InvoiceCloud via a scheduled job ● Real-time data lookups. When a customer accesses their account in InvoiceCloud, InvoiceCloud queries SpryCIS for real-time account balance and other information ● Real-time statement retrieval. When a customer accesses their account in InvoiceCloud, InvoiceCloud queries SpryCIS for statement PDF images ● Real-time payment postback. When a customer makes a payment in InvoiceCloud, InvoiceCloud creates the payment in SpryCIS ● Real-time ACH rejection postback. When an ACH payment fails in InvoiceCloud, InvoiceCloud reverses the payment in SpryCIS ● Real-time autopay status updates from InvoiceCloud to SpryCIS ● Real-time paperless billing updates from InvoiceCloud to SpryCIS ● Real-time update of account email and phone numbers from InvoiceCloud to SpryCIS SpryEngage Integration Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 67 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved SpryEngage integrates with Invoice Cloud to provide a seamless user experience for billing and account management within the customer portal. This integration allows users to access key Invoice Cloud functionalities directly from SpryEngage, ensuring a unified and efficient customer experience. As part of this integration, SpryEngage will enable the following Invoice Cloud features within the customer portal: ● One-Time Payment Access: Customers can navigate to Invoice Cloud’s one-time payment page directly from SpryEngage. ● Paperless Billing Settings: Customers can manage their paperless billing preferences through SpryEngage, with settings synchronized with Invoice Cloud. To ensure secure and synchronized interactions between SpryEngage and Invoice Cloud, the integration will support the following authentication and account management features: ● Pass-Through Authentication: Invoice Cloud serves as the authentication mechanism for SpryEngage, meaning all customer logins to SpryEngage are validated through Invoice Cloud. ● Password Modification: Customers can modify their passwords, with changes reflected in Invoice Cloud. ● Session Renewal: The integration ensures that session management between SpryEngage and Invoice Cloud remains seamless, maintaining a consistent user experience. ● Account Linkage Synchronization: SpryEngage and Invoice Cloud will remain synchronized regarding account linkages, ensuring accurate customer account management. ● Customer Sign-Ups: New customer sign-ups will be handled through Invoice Cloud, with the necessary information passed to SpryEngage. Additionally, the Invoice Cloud integration supports configurations where co-owner functionality is either enabled or disabled, allowing for a flexible and comprehensive integration that accommodates different utility account structures. EnerGov - Permitting The client requires the ability to push customer, premise, account, and service order information into SpryCIS, triggered when permits are approved in EnerGov. There is no integration between the legacy CIS and EnerGov, this is currently a manual data entry process. SpryPoint was built using an API-first approach. SpryCIS has API endpoints to ingest permit data from EnerGov, such as premises, Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 68 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved customers, accounts, and service orders. If EnerGov has the capability to trigger an API call to the SpryCIS system, EnerGov may use these pre- existing APIS to send data to SpryCIS. However, EnerGov must have all information necessary to create records in SpryCIS, which may not be possible. If EnerGov does not have the capability to interact with SpryPoint’s existing APIs, the process of importing premises and service points can be automated by a scheduled file upload. Users can also import customers, premises, and service orders from a spreadsheet on demand. This may eliminate the need for a direct integration with EnerGov. Selectron - IVR SpryPoint has completed an integration with Selectron for several other customers. The integration is managed via real time API calls. Customers may use the Relay Utility IVR system to interact with SpryCIS by telephone. The following operations are supported: ● Finding accounts by phone number or account number ● Retrieving account information including account balance, most recent statement, last payment information ● Retrieving billing, payment, and consumption history ● Making a payment. Note that the payment is processed directly between the IVR and payment processor, and SpryCIS is notified of the successful payment via the payment processor real-time interface. ● Communications logs are posted to SpryCIS customers & accounts to reflect the inbound customer call detail ● Outbound collections calls may be initiated from SpryCIS collections processes, which will invoke calls in Selectron Various Payment Import Files SpryCIS includes a standard feature for file-based payment import, offering support for configuring payment file formats, including both fixed-width and delimited types like comma-separated values (CSV). This feature provides the ability to accommodate various lockbox/payment import processes without needing additional development. Users can upload payment files in SpryCIS either manually through the user interface, or by using an API call. This process is typically used for the following types of third party remittance providers: ● Lockbox payments ● Drop-box ● Mail-in payments received by the utility For Carlsbad, this will support the following integrations: Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 69 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● Mailed in payments to a lockbox in Portland. US Bank sends an electronic file. ● BCP (customer’s bank to Carlsbad) ● Drop Box - processed in batches over the counter by cashiers Note: this does not include payments made via IVR or online. Those payments will flow into SpryCIS in real-time via InvoiceCloud and Selectron API integrations. ESRI GIS SpryCIS and SpryMobile include standard Esri ArcGIS integration capabilities. These capabilities include: ● Administrators may configure SpryCIS and SpryMobile to connect to ArcGIS web services using basic or OAuth 2.0 authentication. ● Administrators may display layers from ArcGIS web services (Feature Services, Map Services and Image Services) directly within the SpryPoint applications. These layers are overlaid on maps and easily toggled on or off. This allows users of SpryMobile and SpryCIS to view their infrastructure components, to pan, zoom, search and select, and ultimately perform operations by location and proximity to drive their workflows. Attribute data that describes various infrastructure components is pulled from the customer’s GIS through these services for display on maps. ● SpryMobile supports the automatic update of SpryMobile asset records when new assets are created or updated in ArcGIS Online, as well as a reverse process to push any assets created or modified in SpryMobile to ArcGIS Online. This is only supported on work orders and asset management, not meter-related orders. ● Where GIS is the system of record for premises-related data such as street address, drainage basin, pressure zone, etc, a customer may wish to export their premises data from a GIS to SpryCIS. SpryCIS can ingest a premises master data file from GIS to update premises details to match the value in GIS. This integration requires developer involvement to work with the client to build the file format specifications and map data from GIS to SpryCIS. GIS applications may also update CIS master data by invoking standard SpryCIS APIs. ● In cases where your GIS administrators wish to use data within SpryPoint applications in GIS layers, SpryPoint includes a read-only database service which can be used as a data source for GIS services. GIS administrators can also access and export data from SpryCIS using built-in report tools such as Metabase. InfoSend SpryPoint has an existing relationship with Infosend and has completed this integration for several other customers. SpryPoint will create and manage the bill template and collections letters as part of the project. SpryPoint will build the template and letters based on the requirements of Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 70 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved both the client and InfoSend, to be mutually agreed upon by all parties. SpryPoint will create a collated PDF file upon bill generation and processing collections batches. This PDF file can automatically be uploaded to an SFTP, if configured. SpryPoint can be configured to also include a text-based metadata file if InfoSend requires it. InfoSend will be responsible for address validation, sorting, printing, and mailing the statements and collections letters. All PDF copies of bills are stored and available within the SpryPoint platform and do not need to be stored elsewhere (InfoSend or Paymentus). Itron AMI SpryCIS Integration SpryCIS supports standard meter reading integrations with Itron MV-RS, Itron FCS, Itron Temetra. Each integration is based on standard file-based AMR download and upload directly within SpryCIS. These meter reading integrations support compound meters and multi-register electric meters, as well as supporting automations for handling skip and trouble codes to automate meter-reading-related field activities. SpryIDM Integration SpryIDM supports native integration with Itron OpenWay Riva and ChoiceConnect Fixed Network, leveraging the Itron Common Reading Format to facilitate the exchange of interval meter data through a file- based approach. This integration enables SpryIDM to automatically ingest interval meter readings from all meters connected to the Itron Network at a predefined frequency (e.g. every 4, 8, 12, 24 hours) depending on the utility’s operational needs. SpryIDM processes and stores these interval readings for a variety of purposes, including: ● Display interval data in applications such as SpryCIS and SpryEngage. ● Detect specific consumption events, such as potential leaks or unusual consumption spikes. ● Provide consumption forecasting. Additionally, the client is encouraged to provide historical interval data for all available years or any relevant period, although this data is optional. When available, it is utilized by SpryIDM to enhance usage forecasting and other calculations, ensuring accurate alignment with the client’s operational needs. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 71 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Okta SpryPoint supports Single Sign On (SSO) and user provisioning with Okta, using the SAML 2.0 and SCIM standards. Collections Agency File As part of the collections process within SpryCIS, a collection step can initiate the accounts that become eligible for agency collection. These parameters include dollar threshold, number of days past due, prior collection steps processed before and account status. At this point a user can confirm the accounts being processed to a collection agency, which will track the event on the account and as an alert for easy visibility by all users. Based on the processed collections events, SpryCIS can create an export file for the collection agency which is typically exported in a CSV format. The CSV format can be configured to match the requirements of the collections agency. During discovery, SpryPoint will work with the collections agency to identify if additional fields are needed to support the requirements of the collections agency. SpryPoint can also configure a payment import file format to allow import of payments from the collection agency to be applied against accounts in SpryCIS. Laserfiche Laserfiche allows users to store a vast array of content efficiently. Integrating URL links to content housed in Laserfiche can greatly streamline access and sharing capabilities. By leveraging Laserfiche's built-in web linking functionalities, SpryCIS can provide direct links to specific documents or folders from pages such as individual Accounts and Premises. When clicked, these links provide direct access to the intended content within Laserfiche, enabling seamless retrieval or viewing. Laserfiche URLs are configurable using SpryCIS "alternate identifier" configurations, which eliminates any requirement for custom development. This process facilitates effortless integration, ensuring that users have immediate access to important documents without needing to navigate through the entire Laserfiche repository. Teller CanAm SpryPoint has a standard integration between SpryCIS and Teller that achieves the following objectives for in-person payments: Unified Payment Processing: Enable Teller to serve as the primary portal for all city-related payments, simplifying the payment process for local government entities. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 72 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Access to A/R Information: Enable Teller to access customer accounts, A/R balances, and deposit information from SpryCIS, in real time via APIs. Payment Injection: Enable Teller to inject payment records into SpryCIS accurately, in real time via APIs. Some additional effort may be required to determine the integration approach for online payments. This approach will be a mutual decision between Teller, SpryPoint, Invoice Cloud and the Client as part of discovery. Scope to be discussed includes: ● Payment experience in SpryEngage (hosted payment pages) ● Payment notification flow between Invoice Cloud, SpryCIS, and Teller ● Autopay registration flow 4.2 Enhancements No Enhancements are included in the scope of this project. 5 Travel Reimbursable expenses include out-of-pocket expenses for travel, communications, and other expenses incurred in direct support of the project and are not reflected in the milestone schedules or services fees provided. In the event SpryPoint staff are required to travel onsite, the Client agrees to reimburse SpryPoint for its travel expenses per the following: ● Meals are covered as a per diem of $75 per day (no receipts provided) ● All other travel expenses, including but not limited to, reasonable airfare, hotel, parking, car rental, taxi, mileage, gas, and tolls will be reimbursed at the actual amount without markup. Receipts will be provided for these types of expenses. ● SpryPoint agrees no travel shall be booked without the written approval of the Client. In the event approved travel is booked and the Client cancels, the Client agrees to reimburse any incurred expenses. For Client’s budgetary planning purposes, SpryPoint estimates that the above referenced Travel Events will total approximately $47,0000 USD and will be billed as incurred. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 73 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 6 Project Assumptions The following project assumptions apply to this project: 6.1 General Assumptions 1. The Client will strive to minimize the impact of competing initiatives within the organization that may have a negative impact on the Project. 2. All prices are quoted in US Dollars and do not include any applicable taxes. 3. Prompt decision-making and problem resolution will be required to achieve an on-time, on-budget project completion. 4. The Client and SpryPoint understand the project scope and project timelines and agree to communicate and adhere to those objectives, thus setting the proper expectation level. 5. All changes to the SOW shall be managed in accordance with the Agreed upon Change process. 6. The Client will make resources available to assist with data extraction, data mapping, and preliminary data validation during the conversion efforts. 7. SpryPoint will provide the specified number of staff, as described in the detailed project schedule and the staffing matrix, with the appropriate skills and experience to lead each workshop, analytical session, or other review activities, whether onsite or conducted remotely. 8. If on-site activity is required, the Client will provide workspace for each SpryPoint consultant. Breakout and conference space will also be provided if required. 9. If training is completed on-site, adequate training space will be provided by the Client to train end users. The training room(s) will include computers for each end-user being trained. 10. The Client will ensure Project Team members are available for meetings with 24-hour notice when possible, workshops, discussions, and conference calls upon request by SpryPoint. Project Team members will respond to information requests by SpryPoint staff. 11. Whenever possible, the Project Team may consider alternative meeting options such as Microsoft Teams and Conference Calls, provided there are no additional costs or licensing fees incurred for SpryPoint. 12. Both parties agree to work a reasonable number of added hours (when required) to help complete project deliverables and project timelines as agreed upon by both Project Managers. 13. SpryPoint will assume responsibility for the successful completion of this SOW. 14. SpryPoint will assume overall responsibility for conducting all project related administration activities including the development and administration of a work plan that clearly indicates all the Client tasks and responsibilities. 15. SpryPoint is responsible for the initial deployment, configuration, and testing of environments of the system to support training, development, testing, etc. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 74 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 16. The Client is willing to implement SpryPoint's “Best Practices” to minimize the need for software customizations within reason. 6.2 System Testing Assumptions 1. SpryPoint and the Client will jointly develop all test plans outlining the testing approach, methods, data, and participants. 2. The Client will review, participate in, and complete testing activities under the direction of SpryPoint as outlined in the sections above in this document. 3. SpryPoint will provide resources for product fixes resulting from errors identified during the system testing process. 4. SpryPoint will deliver the completed SpryPoint Service to the Client for review and acceptance. 5. The Client will be responsible for signing off on testing results. 6.3 Training Assumptions 1. The Client is responsible for prerequisite education and training such as basic PC skills and fundamental business process knowledge. 2. SpryPoint will provide standard training materials. The Client may use these training materials for any subsequent training classes. 3. The Client will provide users with specific times to participate in the required training. 4. The Client has the facilities and will provide the necessary logistics support for all training sessions including training rooms, training workstations, and any other necessary training supplies needed. 5. The Client will ensure end-user attendance during training. 6. The Client will schedule and promote user practice sessions, to ensure use of the system after training is completed. 7. SpryPoint will allow Client to record training sessions. 6.4 Production Readiness and Cutover Assumptions 1. The Client will be responsible for conducting an acceptance test of the completed System as delivered by SpryPoint, at the completion of the testing activities. 2. SpryPoint, with assistance of the Client, will develop a mutual agreement regarding the Go-Live plan and schedule. 3. SpryPoint, with assistance of the Client, will stage all aspects of the System in preparation for production cutover. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 75 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 4. SpryPoint, with assistance of the Client, will conduct production cutover activities. 7 Appendices 7.1 Definitions In addition to the definitions contained elsewhere in this SOW, the terms in the table below are defined using the associated descriptions. Definition/Term Name Definition/Term Description Acceptance Testing Acceptance testing is the Client’s validation to ensure top-to- bottom functional stability and adherence to existing business requirements and business processes. Testing will be in several phases, including, but not limited to, functional testing, bill validation testing, integration testing, and performance testing. Acceptance Acceptance is defined as information, documentation, development, or any other object(s) approved and signed off by the Client Agreement Date The date on which both the Client and SpryPoint have both executed the Master Agreement. Business Day A regular workday (Monday through Friday – non-holidays or emergency days) as defined by the Client’s business calendar. Business-critical Report A business-critical report is one that is identified as being needed to complete any business processes or reports required to run the business of the Client. Business Process Design Business Process Design outlines how the system functionality will meet the requirements of the Client's future state processes. This design work will address operational and organizational changes required to implement the proposed solution. This typically occurs during the Analysis phase of the Project. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 76 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Business Process A defined series of procedures that will identify and document process steps and system transactions. Business Process documentation can be used to facilitate testing and training. Bi-Monthly The activity will happen every other week. Bi-Weekly This activity will happen twice a week. Calendar Day/Days A 24-hour period–typically starting at midnight. Change A request by the Client to add new requirements to the scope of the project. This could be in the form of an enhancement, additional services, new integration, etc. All changes to the SOW must be agreed upon by the parties and evidenced in a written instrument signed by the parties’ authorized representatives. Change Order Process The process used when a Change of scope is identified. This process may or may not have monetary costs and implementation schedule impacts associated with it. Configuration Process of performing table updates and algorithm changes to the System to have the System perform the Client’s specific user requirements. Configuration does not require programmatic software changes. Cut Over Includes all activities required to prepare the Systems for the transition of the new SpryPoint CIS Solution to production processing. The activities will include ensuring security setup, establishing user profiles, closing out pending data in the legacy system, manual data conversions when required, system access rollout to end users, and other activities SpryPoint and the Client deem necessary. Data Acceptance Testing (DAT) Testing performed by the Client Subject Matter Experts after each data conversion iteration. During DAT, the Client not only verifies the data migrated, but also validates that the data may be inquired and reported upon. This can be done through a variety of queries, reports and visual confirmation. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 77 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Data Mapping The process of assigning source system data elements to target data elements in the System Data Model for purpose of conversion. Data Model Conceptual description of data objects, their attributes, and the relationships between them. Delivery Defined as information, documentation or an approved object provided to the Client for review, feedback and/or acceptance. Functional Test Singular test of an object, such as a screen, report, or batch program. These tests will focus on specific functions. Interface Passing of data between two separate and distinct systems; can be accomplished in real-time (via API) or batch mode. Integration Test The integration testing will utilize formal test plans and scripts that will define how to test a singular feature and business process based on pre-defined expected results. Integration tests are formal in nature, cover multiple scenarios of a feature and process, and are based on the variations of the Client’s business. Legacy CIS References the Client’s old Customer Information System, that is being replaced. Bill Validation Testing This testing focuses on bill comparisons and validation between the legacy system and SpryCIS. The purpose of this testing is another method to ensure configurations are set up correctly, data has been imported correctly and there are no impacts on the Client revenue at the time of Go-Live. Organizational Change Management (OCM) The activities, events, processes, and procedures that are employed for handling transformation from one system environment to another; this relates mainly to the people and business processes. Metabase The out-of-the-box tool provided to build and deliver reports and dashboards. Performance Testing This testing will exercise the System to ensure the Client will achieve the stated performance goals. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 78 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Price The total cost for implementation & expenses to deliver the SpryPoint Solutions as noted in this SOW and other Exhibits to the Agreement. Project The completion conversion of the Client's Legacy CIS over to the SpryPoint System solutions as agreed upon as part of the SOW and Price. Quality Assurance The process of verifying that the proper processes and procedures have been adhered to on the Project from a methodology as well as project management perspective and that the deliverables produced on the project have included the appropriate content and meet expectations. Script Testing Testing using a predetermined script or set of instructions. Testing can be either manual or automated work. SpryPoint Service- a.k.a System The SpryPoint Service (System) includes all services as defined in this Statement of Work for products sold as part of this contract. Templates Templates refer to the standard format of various project documents that SpryPoint will provide as a starting point and will be modified to address the specifics of this Project. Examples include Training Plan, Test Plan, Conversion Plan, etc. Test Matrix A worksheet that identifies accounting periods, account numbers, financial transactions and other expected results for testing purposes. Test Plan Document that outlines a strategy or approach for testing. A Test Plan describes key setup issues, dependencies, and other general factors. Test Scripts A series of actions, functions, scenarios, or commands documented for execution during various phases of testing. User Acceptance Test Final testing led by the Client, where SpryPoint is available for assistance, as required. This testing is typically scenario based and Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 79 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ensures that the System is configured to meet all of agreed upon business processes. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 80 7.2 Milestone Schedule Milestone Phase Milestone Name Milestone Description Amount 1 Project Management PM Month 1 PM activities per the SOW $6,000.00 2 Project Management PM Month 2 PM activities per the SOW $6,000.00 3 Project Management PM Month 3 PM activities per the SOW $6,000.00 4 Project Management PM Month 4 PM activities per the SOW $6,000.00 5 Project Management PM Month 5 PM activities per the SOW $6,000.00 6 Project Management PM Month 6 PM activities per the SOW $6,000.00 7 Project Management PM Month 7 PM activities per the SOW $6,000.00 8 Project Management PM Month 8 PM activities per the SOW $6,000.00 9 Project Management PM Month 9 PM activities per the SOW $6,000.00 10 Project Management PM Month 10 PM activities per the SOW $6,000.00 11 Project Management PM Month 11 PM activities per the SOW $6,000.00 12 Project Management PM Month 12 PM activities per the SOW $6,000.00 13 Project Management PM Month 13 PM activities per the SOW $6,000.00 14 Project Management PM Month 14 PM activities per the SOW $6,000.00 15 Project Management PM Month 15 PM activities per the SOW $6,000.00 16 Project Management PM Month 16 PM activities per the SOW $6,000.00 17 Analysis Project Kickoff, Environment Deployment, Functional Overview Complete the following Deliverables: - Staging and Prod environments setup with one client user setup - Mobilize Project Team - Conduct Project Kickoff - Prepare project infrastructure - Detailed Analysis Workshop schedule complete - System Overview Training $3,200.00 18 Analysis Analysis Workshops 1 Complete the following deliverables: - Customer Care Analysis Workshops $8,000.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 81 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount - Premises Analysis Workshops 19 Analysis Analysis Workshops 2 Complete the following deliverables: - Billing Analysis Workshops - Payments Analysis Workshops - Collections Analysis Workshops $8,000.00 20 Analysis Analysis Workshops 3 Complete the following deliverables: - Bill Template Analysis Workshop - Finance & Admin Analysis Workshop $8,000.00 21 Analysis Analysis Workshops 4 Complete the following deliverables: - SpryEngage Workshop - SpryMobile Analysis Workshop $8,000.00 22 Analysis Analysis Workshops 5 Complete the following deliverables: - Integrations & Reporting - SpryBackflow $8,000.00 23 Analysis Analysis Report, Review, and Sign-Off Complete the following deliverables: - Deliver Analysis Report to client for review - Analysis Report Updates -Analysis Report Review & Approval $8,000.00 24 Analysis Training Plan Complete the following deliverables: - Deliver Training Plan $10,000.00 25 Analysis Organizational Change Management Plan Delivered Complete the following deliverables: - OCM Overview Presentation / Discovery - OCM Plan $800.00 26 Analysis Data Conversion Strategy Complete the following deliverables: - Data Conversion Strategy $7,200.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 82 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount 27 Configuration Configuration 1 Complete the following deliverables: - Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Enable Services 2. Aging 3. GL Account Structure 4. GL Accounts 5. Billing Cycles 6. Penalty Type - Configuration in staging environment $9,000.00 28 Configuration Configuration 2 Complete the following deliverables: - Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Receivable Types 2. Revenue Months 3. Billing Periods 4. Default Gl Accounts 5. Services Types - Configuration in staging environment $9,000.00 29 Configuration Configuration 3 Complete the following deliverables: -Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Rate Schedule 2. Meter Size Rate Detail 3. Tax Schedules - Configuration in staging environment $9,000.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 83 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount 30 Configuration Configuration 4 Complete the following deliverables: Workbook updates for the following workbook tabs: 1. Account Statuses 2. Customer Statues 3. Premise Statues 4. Account Types 5. Premise Types 6. Equipment Location Types 7. Routes 8. Water Meter Configurations 10. Charge Types 11. Deposit Types 12. Credit Memo Type 13. Global Config 14. Measurement Types - Configuration in staging environment $9,000.00 31 Configuration Configuration 5 Complete the following deliverables: -Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Collections Media 2. Collections Routine 3. New Item Categories 4.City Setup 5. Equipment Categories 6. Equipment Type 7. Tender Type 8. Payment Sources - Configuration in staging environment $9,000.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 84 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount 32 Configuration Configuration 6 Complete the following deliverables: -Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Auto number configuration 2. Business Hours 3. Dashboard Configuration 4. Denomination Configuration 5. Holiday Calendar 6. Billing Validation Rules 7.Budget Billing Types 8. Billing Agreement Add- ons (if applicable) 9. Summer Sewer Configuration - Configuration in staging environment $9,000.00 33 Configuration Configuration 7 Complete the following deliverables: - Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1.Payment File Format 2. Pre-authorized Payment 3. Alternate ID Types 4. Relationship Types 5. Deposit Interest Schedules 6. Districts 7. Exemption Reasons 8. Move In Request Types 9. Move Out Request Types - Configuration in staging environment $9,000.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 85 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount 34 Configuration Configuration 8 Complete the following deliverables: - Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Dispute Types 2. Dispute Resolution Types 3. Write Off Types 4. Bankruptcy Types 5. Service Order Actions 6. Service Order Types 7. Communication Message 8. Auto Reply Rules 9. Statement Message 10. Estimation Algorithms 11. Meter Reading Code Mappings - Configuration in staging environment $9,000.00 35 Configuration Configuration 9 Complete the following deliverables: - SpryMobile Initial Configuration completed and SpryMobile ready for client testing $16,000.00 36 Configuration Configuration 10 Complete the following deliverables: - SpryEngage Initial Configuration & ready for client testing $24,000.00 37 Configuration Configuration 10 Complete the following deliverables: - SpryIDM Initial Configuration & ready for client testing $8,000.00 38 Configuration Configuration 10 Complete the following deliverables: - SpryBackflow Initial Configuration & ready for client testing $8,000.00 39 Configuration Data Mapping Complete the following deliverables: $7,200.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 86 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount -Initial completion of data mapping workbook 40 Configuration Data Iteration 1 Complete the following deliverables as required for Data Iteration 1: - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment" $7,200.00 41 Configuration Data Iteration 1.1 Complete the following deliverables as required for Data Iteration 1.1: - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment" $7,200.00 42 Configuration Data Iteration 2 Complete the following deliverables as required for Data Iteration 2: - Complete any data mapping updates - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment $7,200.00 43 Configuration Data Iteration 2.1 Complete the following deliverables as required for Data Iteration 2.1: - Complete any data mapping updates - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment $7,200.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 87 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount 44 Configuration Data Iteration 2.2 Complete the following deliverables as required for Data Iteration 2.2: - Complete any data mapping updates - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment $7,200.00 45 Configuration Data Iteration 3 Complete the following deliverables as required for Data Iteration 3: - Complete any data mapping updates - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment $7,200.00 46 Configuration Data Iteration 3.1 Complete the following deliverables as required for Data Iteration 3.1: - Complete any data mapping updates - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment $7,200.00 47 Configuration Integration - Workday (GL & AP) Complete the following deliverables: - Integration in staging environment and ready for testing $4,200.00 48 Configuration Integration - Tyler Energov (Parcel Information File Import) Complete the following deliverables: Integration in staging environment and ready for testing $2,800.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 88 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount 49 Configuration Integration - Selectron Complete the following deliverables: Integration in staging environment and ready for testing $4,200.00 50 Configuration Integration - Various Payment Import Files Complete the following deliverables: Integration in staging environment and ready for testing $7,000.00 51 Configuration Integration - ESRI GIS (ArcGIS) Complete the following deliverables: Integration in staging environment and ready for testing $4,200.00 52 Configuration Integration - Infosend (Bill Print File Export) Complete the following deliverables: Integration in staging environment and ready for testing $7,000.00 53 Configuration Integration - Itron Metering (AMI) Complete the following deliverables: Integration in staging environment and ready for testing $4,200.00 54 Configuration Integration - Okta Complete the following deliverables: Integration in staging environment and ready for testing $2,800.00 55 Configuration Integration - Collection Agency File Complete the following deliverables: - Enhancement in staging environment ready for client review & testing $2,800.00 56 Configuration Integration - Teller CanAm Complete the following deliverables: - Enhancement in staging environment ready for client review & testing $16,000.00 57 Configuration Integration - Laserfiche Complete the following deliverables: - Enhancement in staging $7,000.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 89 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount (Document Management) environment ready for client review & testing 58 Configuration Reporting 1 Complete the following deliverables: - Custom Report Development $8,000.00 59 Configuration Reporting 2 Complete the following deliverables: - Dashboard & KPI Development $8,000.00 60 Configuration OCM Assessments Completed Complete the following deliverables: - Risk Assessment - PCT Assessment - Sponsor Assessment - P-P-P-P Exercise - Sponsor Interview - Group Impact Assessment - Yesterday-Tomorrow Analysis $5,200.00 61 Test Core Team Training Complete the following deliverables: - Completed training for Core team Members $9,600.00 62 Test Functional Test Cases Complete the following deliverables : - Deliver to client out of the box Functional Test Cases $8,000.00 63 Test Integration Test Cases Complete the following deliverables : - Deliver to client out of the box Integration Test Cases $8,000.00 64 Test User Acceptance Test Cases Complete the following deliverables : - Deliver to client out of the box User Acceptance Test Cases" $8,000.00 65 Test Bill Validation Testing Round 1 Complete the following deliverables : - Complete Bill Validation Activities $4,400.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 90 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount - Bill Validation report delivered to client 66 Test Bill Validation Testing Round 2 Complete the following deliverables : - Complete Bill Validation Activities - Bill Validation report delivered to client $4,400.00 67 Test Bill Validation Testing Round 3 Complete the following deliverables : - Complete Bill Validation Activities - Bill Validation report delivered to client $4,400.00 68 Test Bill Validation Testing Round 4 Complete the following deliverables : - Complete Bill Validation Activities - Bill Validation report delivered to client $4,000.00 69 Test Tester Training Complete the following deliverables: - User identified as Testers are trained and ready to start UAT testing $7,500.00 70 Test Functional Testing R1 Complete the following deliverables: - Execute Functional Testing - Functional Testing Signoff $6,000.00 71 Test Functional Testing R2 Complete the following deliverables: - Execute Functional Testing - Functional Testing Signoff $6,000.00 72 Test Integration Testing R1 Complete the following deliverables: - Execute Integration Testing - Integration Testing Signoff $6,000.00 73 Test Integration Testing R2 Complete the following deliverables: - Execute Integration $6,000.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 91 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount Testing - Integration Testing Signoff 74 Test User Acceptance Testing R1 Complete the following deliverables: - Execute User Acceptance Testing - User Acceptance Testing Signoff $6,000.00 75 Test User Acceptance Testing R2 Complete the following deliverables: - Execute User Acceptance Testing - User Acceptance Testing Signoff $6,000.00 76 Test User Acceptance Testing R3 Complete the following deliverables: - Execute User Acceptance Testing - User Acceptance Testing Signoff $6,000.00 77 Deploy End User Training 1 Complete the following deliverables: - CSRs and Billing end users trained $7,500.00 78 Deploy End User Training 2 Complete the following deliverables: - Field Service end users trained $7,500.00 79 Deploy End User Training 3 Complete the following deliverables: - All other end users trained $7,500.00 80 Configuration OCM Scope, Goals, and Strategy Complete the following deliverables: - OCM Scope and Goals Summary - OCM Strategy Presentation - Customer Bill Statement Communication Plan $2,000.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 92 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount 81 Deploy Mock Go-Live 1 Complete the following deliverables: - Mock Go-Live Plan provided to client for review - Mock Go- Live Scheduled $8,000.00 82 Deploy Mock Go-Live 2 Complete the following deliverables: - Mock Go-Live Successfully Executed" $8,000.00 83 Deploy Data Iteration 4 Complete the following deliverables as required for Data Iteration 4: Update mapping as required Run data import scripts Create & deliver data conversion validation reports Load iteration data in environment $7,200.00 84 Deploy Go-Live Complete the following deliverables: - Go Live Plan Developed - Go/No Go Decision - Go Live Activities Completed - SpryPoint - Go Live Signoff - Issue Log Updated $24,000.00 85 Operate Post Go-Live Support Month 1 Complete the following deliverables: - Client Executing business in Production - Completed month end - Updated and prioritized punch list $30,000.00 86 Operate Post Go-Live Support Month 2 Complete the following deliverables: - Client Executing business in Production - Completed month end - Updated and prioritized punch list $13,000.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 93 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount 87 Operate Post Go-Live Support Month 3 Complete the following deliverables: - Client Executing business in Production - Completed month end - Updated and prioritized punch list $8,000.00 88 Operate Project Close Out Complete the following deliverables: - All contractual items delivered - All P1 and P2 items completed - Plan for any remaining punch list items - All documents signed off $5,000.00 Total $662,200 Travel (billed as incurred) $47,000 Total Implementation Costs $709,200 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 94 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 7.3 Document Samples The following sections show a sample of some of the document templates that will be used through the implementation. Note: Templates are subject to change. If this occurs the Client will be notified and, if required, adjustments will be made to ensure all required information is captured in the new or revised template. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 95 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 7.3.1 Project Status Report - Sample Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 96 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 97 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 98 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 99 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 100 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 7.3.2 Risk Log Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 101 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 St a t e m e n t o f W o r k 10 2 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 103 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 7.3.3 Change Order Form Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Statement of Work 104 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06122024 Exhibit B Pricing Schedule Page 1 of 4 Exhibit B – Pricing Schedule 1. Client Information This Pricing Schedule is entered into by SpryPoint Services, Inc. (“SpryPoint”) and Client as of the Effective Date and is subject to the terms and conditions of the Master Subscription Agreement between the Parties. Name (“Client”) City of Carlsbad, CA Client Billing Contact Name Doug Kappel Client Billing Contact Phone Number 442-339-2791 Client Billing Contact Email renewals@carlsbadca.gov Client Billing Address 1635 Faraday Ave Carlsbad, CA 92008 2. Initial Term 3. The initial term of the subscriptions for SpryPoint SaaS reflected herein will commence on the Effective Date and will continue for ten (10) years. Invoicing Subscription Fees are in United States Dollars. The Subscription Fee for the initial year will be invoiced upon contract execution. Thereafter, Client’s annual Subscription Fee will be invoiced annually 30 days in advance of the anniversary of the Effective Date for the duration of Client’s subscription. Implementation and Professional Services fees will be invoiced per the applicable SOW, change order, or as otherwise mutually agreed and are not reflected herein. All other fees will be billed subject to the Usage Metric Verification Process or the Integrated Notification Services Fees, described in the Agreement. 4. Payment Terms Net 45 days from date of invoice. (Continued on next page) Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06122024 Exhibit B Pricing Schedule Page 2 of 4 5. SpryPoint SaaS Subscriptions SpryPoint SaaS Subscription Name SpryPoint SaaS Description SpryPoint SaaS Usage Metric Usage Metric Quantity SpryPoint SaaS Fee Per Usage Metric Initial Annual Subscription Fee SpryCIS – Customer Information System SpryCIS supports customer service and account management; meter reading (including consumption and usage data); meter inventory records (including location data and billing related inventory records); field service order requests; rate, fee and tariff storage (for mass calculation); billing calculation and statements; and financial processing (including payment, adjustment, past due collection actions and notifications); unpaid debt processing; and financial reconciliations Active Accounts1 31,000 $4.40 $136,400 SpryEngage – Customer Engagement Platform SpryEngage supports customer self-service and engagement functions: customer facing (customer registration and login; mobile access; profile management; alert sign-up and delivery; guest access; interactive bill display; electronic billing payment processing; and electronic forms submissions) administrative (administrative dashboard; reporting and analytics; customer masquerading) Active Accounts1 31,000 $1.10 $34,100 SpryIDM - Interval Data Management SpryIDM supports access to interval data for meters, service points, and collections of meters; data ingestion processes; interval data standardization and normalization; generation and delivery of customer alerts Active Accounts1 31,000 $0.55 $17,050 SpryMobile – Mobile Field Service SpryMobile supports the creation of short cycle work with real-time connectivity to SpryCIS (service orders; scheduling; dispatch; mapping GIS layers; MyWork; notifications) Full Users2 12 $110.00/ User/ Month $15,840 SpryBackflow – Cross Connection Control SpryBackflow supports maintenance of a cross connection program (synchronization of customers and locations with SpryCIS; management of backflow assemblies including physical location; generation and delivery of test notices; tracking customer and tester correspondence with customers and testers; administration level review, approval or denial of electronically submitted tests; maintenance of tester data; tester portal allowing profile, certification updates and test submissions) Testable Assemblies4 8000 $1.38 $11,040 Integrated Notification Services Fees Inbound & Outbound SMS Messaging (estimate) Active Accounts 31,000 $0.02/SMS Text Message $3,700 (assumes 186,000 outbound text messages/ year) Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06122024 Exhibit B Pricing Schedule Page 3 of 4 SpryPoint SaaS Subscription Name SpryPoint SaaS Description SpryPoint SaaS Usage Metric Usage Metric Quantity SpryPoint SaaS Fee Per Usage Metric Initial Annual Subscription Fee Outbound Voice Messaging $0.03 per minute $1,500 (assumes 50,000 outbound minutes/year) Total Subscription Fee $219,630 1 “Active Accounts” means the maximum annual quantity, in blocks of 500, licensed and available to Client in the production environment over a 12-month period. 2 “Full User” means a user who can access SpryMobile’s full functionality to create, edit and share data. 3 “Light User” means a user who has read-only to access to SpryMobile functionality. 4 “Testable Assembly” means an assembly subject to test notices and test entry submissions. Ten Year Total Cost of Ownership Year 1 Year 2 Year 3 Year 4 Year 5 SpryCIS $ 136,400 $ 143,220 $ 150,381 $ 157,900 $ 165,795 SpryMobile $ 15,840 $ 16,632 $ 17,464 $ 18,337 $ 19,254 SpryEngage $ 34,100 $ 35,805 $ 37,595 $ 39,475 $ 41,449 SpryBackflow $ 11,040 $ 11,592 $ 12,172 $ 12,780 $ 13,419 SpryIDM $ 17,050 $ 17,903 $ 18,798 $ 19,738 $ 20,724 Integrated Notification Services $ 5,200 $ 5,200 $ 5,200 $ 5,200 $ 5,200 Total $ 219,630 $ 230,352 $ 241,609 $ 253,430 $ 265,841 Year 6 Year 7 Year 8 Year 9 Year 10 SpryCIS $ 174,085 $ 182,789 $ 191,928 $ 201,525 $ 211,601 SpryMobile $ 20,216 $ 21,227 $ 22,288 $ 23,403 $ 24,573 SpryEngage $ 43,521 $ 45,697 $ 47,982 $ 50,381 $ 52,900 SpryBackflow $ 14,090 $ 14,795 $ 15,534 $ 16,311 $ 17,127 SpryIDM $ 21,761 $ 22,849 $ 23,991 $ 25,191 $ 26,450 Integrated Notification Services $ 5,200 $ 5,200 $ 5,200 $ 5,200 $ 5,200 Total $ 278,873 $ 292,557 $ 306,925 $ 322,011 $ 337,851 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06122024 Exhibit B Pricing Schedule Page 4 of 4 Integrated Notification Services Fees Invoiced quarterly for actual usage or as otherwise described below exclusive of any applicable communications service or telecommunication provider (e.g., carrier fees or surcharges) Inbound & Outbound SMS Messaging $0.02 / Message segment consisting of a maximum of 160 characters. A message containing more than 160 characters, will be billed per 160 character message segment. Local Outbound Voice Messaging $0.03 per minute Toll-Free Outbound Voice Messaging $0.03 per minute Optional Random Short Code $15,000.00 per year Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 1 of 18 SpryPoint Services, Inc. Exhibit C – Service Level Agreement 1. Introduction and Overview SpryPoint’s applications are delivered as a service in the cloud. Integrating software development and support is the optimal way to serve customers. SpryPoint’s Customer Success Team works with the product engineers that build, implement, test, and maintain our applications. This Service Agreement defines the general technology as well as the scope of the Ongoing Production Support Services for SpryPoint’s software-as-a-service. At a high level, this includes: • Application support and maintenance • Management of updates and enhancements • Technology infrastructure management • Backup and recovery • High availability, disaster recovery, and business continuity • Database management • Network configuration and monitoring • Security • Operations and service delivery management • Help desk/support • Reporting/Performance measurement tools These Services may be supplemented by change requests agreed upon by the parties in writing. This Agreement describes the responsibilities of all parties, the scope, and approach to the delivery of the services specified herein (“the Services”). The transition to the Customer Success team will occur when: • All severity 1 and 2 issues have been resolved • All severity 3 issues have a defined plan for resolution and is agreed to by both parties • The Post Go Live Support as defined in the Statement of Work is complete Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 2 of 18 • A finalized punch-list of any outstanding items has been created and responsibilities assigned The transition involves: • Formal knowledge transfer between SpryPoint’s Service Delivery and Customer Success Teams • An introductory meeting with the client, SpryPoint’s Project Manager and SpryPoint’s Customer Success Team. This Agreement is specific to SpryPoint’s software-as-a-service applications operating in a production environment as described in the current Pricing Schedule incorporated as part of this Agreement. Any non-production or test environments are expressly excluded from this or any other Service Agreement. 2. Definitions These terms shall have the following meanings whenever used in this Agreement. “Assist” means the party which may provide input into a task and/or be consulted before a decision or action is performed. “Business Hours” means 8:00 a.m. – 4:00 p.m. Eastern Time, Monday – Friday (excluding holidays) “Demarcation Point” means the outermost point of connectivity to the Service(s) public or private endpoints such as the data centers, infrastructure, and applications provided by SpryPoint. “Environment” – provides resources and services over the Internet and access through a web browser or client software. • Production Environment – is where the latest version of the SpryPoint application is deployed and available to the intended users. • Staging Environment – an environment, used for testing, that mirrors the production environment as closely as possible. “Force Majeure” – as defined in the MSA “Impact” – means the influence of an event on the organization or organization’s customers. “Issue” – is a disruption to everyday operations that may or may not have significant consequences. “Lead”– means the party with final decision-making authority, accountability, and responsibility for task completion; this party needs to make sure the work gets done. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 3 of 18 “Outage” – means the total minutes the service is unavailable outside the scheduled maintenance window. “Response Time” – means the number of Support Hours in which a member of the SpryPoint team will respond to a new issue. “Resolution Target” – means the number of Business Hours in which an issue should be resolved following the identification of its root cause. “Update Frequency” – means the number of Support Hours in which the SpryPoint team will provide an update to an unresolved issue. “Scheduled Maintenance” means the total minutes of planned maintenance activities per month. Currently, scheduled maintenance is 4 hours for weekly maintenance and 4 hours for monthly maintenance. Maintenance windows are defined further in System Maintenance and are subject to 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. “Total” – means the total minutes the service is available less those exceptions listed under Service Availability. 3. Scope of Service/Responsibilities 3.1. Ongoing Support and Subscription Services 3.1.1. Application Support The table below describes the application support functions provided in the service and the responsibility assignment of each item. Item Responsibility SpryPoint Client Provide Tier 1 help desk and application support such as, user password management Assist Lead Attempt to resolve Tier 1 issues using existing knowledge base Assist Lead Maintain and update SpryPoint’s knowledge base and other documentation Lead N/A Service Request Management Provide technical and functional troubleshooting for Tier 2 issues Lead Assist Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 4 of 18 Item Responsibility SpryPoint Client Work with Client to determine if an issue is for new system functionality (change) or requires assistance (bug) Lead Assist Provide a web-based system for issue tracking Lead N/A Work with Client to assign proper severity of issue based on definitions Lead Assist Provide issue tracking and reporting Lead N/A Work with client to resolve Tier 2 and Tier 3 issues Lead Assist Monitor, measure, and report on the status of Tier 2 and Tier 3 issues Lead Assist Resolve Tier 2 and Tier 3 issues Lead Assist Provide analysis of recurring issues and establish a resolution or work around for such issues. Lead Assist Work with Client in reporting and resolving unplanned outages of any component or environment. Lead Assist Provide root cause feedback for all Severity Level 1 issues Lead Assist Escalate issues as needed Lead Assist Promptly report outages and service interruptions Lead Assist Application Support Provide application support to the functional process owners Lead Assist Address functional issues and questions involving “how to” raised by end-users Assist Lead Work with departments to leverage software to streamline business processes Assist Lead Assist with system functionality and process flow questions for software and reports Assist Lead Provide functional support for first time processing of critical client business processes Lead Assist Focused functional process support (i.e., end of year processing) Assist Lead Maintain application releases of the current software in the production environment Lead N/A Assist in reporting product issues to software vendor support and obtaining resolution Assist Lead Provide availability management and support Lead N/A Provide maintenance and support for all integrations Lead Assist Provide maintenance and support for all reports Lead Assist Provide maintenance and support for all scheduled jobs Lead Assist Provide functional testing support Assist Lead Deploy required application software Lead N/A Provide post-deployment verification testing of required software Lead Assist Security Administration Provide application security maintenance and administration Lead N/A Conduct user access management and review Assist Lead Maintain and support firewall subsystem software components where applicable (e.g., patches and software upgrades) on Client hardware and software N/A Lead Monitor virus/security alerts and vulnerabilities from manufacturers and determine appropriate action per procedure Lead Assist Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 5 of 18 3.1.2. Operational Support The table below describes the operational support functions provided in the service and the responsibility assignment of each item. Item Responsibility SpryPoint Client Hosting Services Provide hosting services Lead N/A Provide for a replicated system architecture Lead N/A Provide disaster recovery services including system and data restoration Lead N/A Conduct periodic testing of the disaster recovery solution Lead N/A High availability and continuity of the service including load balancing to redirect traffic, multi-zone databases, auto-scaling instances based on application and processing load Lead N/A Provide for secure transmission of data being stored and/or archived Lead N/A Provide toll-free support line Lead N/A Provide hosting services Lead N/A Database Management Perform database administration Lead N/A Perform database monitoring Lead N/A Perform database tuning Lead N/A Perform database security Lead N/A Perform database procedures Lead N/A Perform scheduled maintenance procedures Lead N/A Perform database patching and updates/service packs Lead N/A Communicate patch and update impact analysis Lead N/A Perform database capacity planning Lead N/A Perform database refresh/clones Lead N/A Perform database backup and recovery Lead N/A Perform any data purging or archiving as required Lead N/A Release Management Assess impacts of new releases to the environment Lead Assist Perform Client-requested periodic refreshes of the non-production environments from the production environment up to twice per calendar month Lead Assist Perform application upgrades Lead Assist Perform maintenance pack installations Lead Assist Perform emergency release updates as needed. Lead Assist Access Management Manage administrative user access to the environments Assist Lead Manage user access at the operating level Assist Lead Manage application users and their access to the various environments Assist Lead Performance Management Monitor system performance Lead N/A Monitor application performance Lead N/A Monitor scheduled job performance Lead Assist Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 6 of 18 Item Responsibility SpryPoint Client Analyze performance related issues to identify factors impacting performance Lead Assist 3.1.3. Technology Infrastructure Services The table below describes the technology infrastructure functions provided in the services and the responsibility assignment of each item. Item Responsibility SpryPoint Client Review and resolve technical issues with the system Lead Assist Assist with system debugging and issue resolution Lead Assist Resolve system technical issues with scheduled jobs and reports Lead Assist Answer technical questions for day-to-day maintenance Lead Assist Perform system administration Lead Assist Provide system monitoring and tuning Lead Assist Provide system capacity planning Lead Assist Provide storage capacity planning Lead Assist Provide workload management and support Lead Assist Perform infrastructure maintenance and support Lead Assist Manage the testing of all application and system changes prior to applying to production Lead Assist Perform updates/service packs on application infrastructure Lead N/A Perform system patching and updates/service packs (desktop) N/A Lead Provide change bundling analysis to reduce the frequency and length of time required to apply changes Lead N/A Provide a back-out plan for changes to the various environments Lead N/A Apply code patches for application software Lead N/A Implement minor technology updates Lead N/A Provide system maintenance scheduling and coordination Lead N/A Report system outages and service interruptions Lead Assist Provide infrastructure monitoring and alerting Lead N/A Provide set-up, maintenance, and support for the following environments: Production Lead N/A Staging Lead N/A Sandbox (where applicable) Lead N/A 3.2. Billable Services There will be instances where a client request is beyond the scope of the original contract. Any out-of-scope item is considered an enhancement or a change to the service and should be directed to our Customer Success team through regular support request Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 7 of 18 options. Enhancement requests would include new functionality and features. Change requests would include changes to the services or responsibilities of the service. Examples of billable services that require a quote: • Requests for new reports • Requests for changes to current reports • New configuration/setup • Rate changes • Changes to bill print/template • Changes to forms or letters 3.3. Quote Process The client may request additional services or modifications to the application at any time. All Changes will be documented and approved, regardless of whether there is an associated cost for the change. Requests for changes should be made to SpryPoint’s Customer Success Team. They will review the request and create a quote to include the following: • A description of the problem that needs to be solved or the issue to be addressed. • A description of the solution to the problem or issue to be addressed, including the use/business case and/or reason for the Change and suggested solution. • An estimated delivery time • If applicable, any fees/cost and expenses associated the Change. The Change process is defined below. The Change must be approved by both SpryPoint and the Client before any work related to a Change is completed. • Identify the requested Change • Identify and document the solution and scope of work associated with the Change requested • Estimate required effort, and any associated costs • Submit in writing for review and approval by the Client and SpryPoint Management Team. Any change for which there is any associated costs, a separate professional service agreement may be required. • If not approved, no changes are completed, and the Change request is canceled • If approved, SpryPoint will work with the client to schedule. • Monitor and report progress on the Change • Communicate the Change resolution Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 8 of 18 3.4. Rate Card Any billable services to the Service beyond go-live will be performed at the then prevailing rate as published by SpryPoint on an annual basis. Any enhancements will be implemented pursuant to the change control process as outlined in the Statement of Work. 4. Performance Measurement 4.1. Support Level Definitions and Responsible Parties Client agrees to follow escalation procedures and is responsible for Tier 1 support functions before new application or functionality related to SpryPoint services is enabled in production. 4.1.1. Client Responsibilities Tier Definition Description/Examples 1 Support performed by Client, who shall be responsible for addressing common user questions and issues • Provide application navigation tips • Perform password resets or analyze login issues • Answer questions regarding basic operation of the application • Gather information to escalate to Tier 2 support (Continued on next page) Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 9 of 18 4.1.2. SpryPoint Responsibilities Tier Definition Description/Examples 1 Support performed by Client, who shall be responsible for addressing common user questions and issues Maintain documentation to enable Client to resolve most Tier 1 support issues without requiring escalation to specialized application support. 2 In-depth technical support performed by SpryPoint to address issues outside the scope of Tier 1 issues. SpryPoint’s experienced team are available to: • Assess issues • Provide solutions • Resolve issues • Create new features Provide Tier 2 support for all SpryPoint applications which includes: • Advanced technical and system administration responsibilities which may require application log, database access, or other code-related troubleshooting • Clearly defined points-of-contact, available to receive and appropriately respond to issues from Tier 1 support • Advice and assistance for the applications and non-programming activities in direct support of users • Advise Client personnel of estimated time to resolve an issue after root cause diagnosis • Provide status updates during issue resolution • Escalate Tier 2 support issues to Tier 3 support at our sole discretion 3 A level of product and service support provided by SpryPoint resources (such as product managers or product team) Provide Tier 3 support for all SpryPoint applications which includes: • Data fixes • Code-related troubleshooting • Bug fixes 4.2. Issue Reporting The Client shall designate one or more power users to request and receive support services from SpryPoint. These users must be trained on the SpryPoint applications for which they initiate support requests. To report an issue, submit a support request by: • Support widget (must be enabled in-app) • SpryPoint Helpdesk Portal - support.sprypoint.com • E-mail – support@sprypoint.com • Phone - 855.TRY.SPRY Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 10 of 18 Issue reporting shall be available twenty-four (24) hours a day, seven (7) days a week, and 365 days a year. Before reporting an issue, Client’s personnel must collect as much of the following information as possible: Criteria Description/Examples Date and Time When did the issue start Product/Function SpryCIS – Meter Reading General Description Describe the issue you are experiencing as well as the expected results Replication How to replicate the issue Severity Per the severity levels defined in this document Operating System iOS, Android, Windows, MacOS Device iPad, Chromebook, Microsoft Surface, MacBook Browser Chrome, Safari, Edge, Firefox Screenshots Screenshots of the error will help with troubleshooting Support requests are submitted to report issues. SpryPoint’s Customer Success Team will address tickets according to the Severity Level. The SpryPoint team will determine the cause of the issue and begin the process for correction and/or remediation. Some possible causes of an issue to be reported are: Bug – an error, flaw, or fault in the application that causes an incorrect or unexpected result or behavior. Configuration Request – a change or update to the behavior of an application through a setting in the user interface. New Feature Request – an update to the application to provide new functionality or a new feature. Training Issue/Question – Client does not understand how or why something is behaving the way it is or needs to understand options to change the base behavior. Performance/Service Issue – generally a high priority, high severity item that includes outages, downtime, and other issues affecting the usability of SpryPoint applications. 4.3. Issue Prioritization, Definitions, Responsible Parties, and Targets Severity Level Example Response Target Resolution Target Update Frequency 1 Urgent Client’s business is not operational due to significant performance issues or outage, creating a substantial impact financially or by the number of customers affected. 1 hour 4 hours 1 hour Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 11 of 18 Severity Level Example Response Target Resolution Target Update Frequency Critical business function(s) cannot be performed and/or a key component is unavailable or is non-functional. There is no immediate work around. Urgent issues have top priority until resolved Examples of Severity 1 issues include: • System is unavailable (outage) • Unable to perform a key function such as calculation of bills or billing process • A key function is malfunctioning, creating a severe financial/customer impact • Any event that impacts more than 20% of the customer base • Severity Level 1 issues are subject to an Issue Post-mortem by SpryPoint 2 Critical Client’s business is operational but the ability to perform business functions is severely impacted, A critical business function or functions are partially operational or operating by use of a workaround only sustainable for a short period of time. A critical business function or functions is operating at limited capacity or has a defect which creates errors or atypical results to customer records, transactions, or financials. Examples of Severity 2 issues include: • 10%-20% of the customer base are affected by bills which are calculating or rendering incorrectly • Response times on transactions or screens are 3 times the normal response times (response times must be tracked at go-live for benchmark) • Processes take 3 times as long to complete or error out (response times must be tracked at go-live for benchmark) 2 hours 16 hours 4 hours 3 The service is experiencing an issue that can be worked around but is impacting 4 hours 160 hours 40 hours Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 12 of 18 4.4. Triage Based on the severity level of the support request, Client can expect a response from the SpryPoint Customer Success Team as indicated in the table above. During this initial contact, the team has several objectives: 1. Confirm and/or clarify our understanding of the support request. Adjust reported severity level if necessary. 2. Document the use case where the issue occurs. 3. Establish a resolution plan and provide an estimated resolution time if possible. 4. If an estimated resolution time cannot be provided during the initial contact, Client will be provided with an estimate on the timeframe. Severity Level Example Response Target Resolution Target Update Frequency Restricted Use client’s efficient use of the service. The business is operational but with reduced efficiency. Examples of Severity 3 issues include: • Single account issue • Business function has a slight restriction of function of non- critical nature • A work around is required to maintain normal operations • Non-performance impacting defect 4 Not Urgent The service is fully functional but may contain a cosmetic flaw, or misspelling. There is no operational, financial, or customer impact. Examples of Severity 4 issues include: • A button is out of alignment on the user interface • Question regarding configuration or functionality • General inquiries 8 hours 200 hours Upon resolution 5 Enhancement request 16 hours As defined in “Quote Process” section 3.3 As defined in “Quote Process” section 3.3 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 13 of 18 5. If the support request is Level 5 (enhancement request), Client will be contacted to discuss the use case and scope of the enhancement. An enhancement specification and quotation will be delivered. 4.5. Resolution Issue Resolution indicates that the issue has been addressed and resolved, pending confirmation from Client’s power user. If for any reason Client is not satisfied with the resolution, Client may request the issue to be re-opened. 4.6. Service Maintenance The primary contact for the ongoing maintenance and support of the application is SpryPoint’s Customer Success team. Although rare, SpryPoint may, at its discretion, schedule a system maintenance window, during which time normal production services may not be available. Planned system maintenance windows are mutually agreed upon with the Client. Whenever possible, SpryPoint will plan Scheduled Maintenance to coincide with Client’s IT system maintenance windows and outside the hours of 8:00 a.m. and 5:30 p.m. Pacific Standard Time. There may be some instances where updates are required immediately or within a short timeframe to maintain the integrity or functionality of SpryPoint applications. In such cases, SpryPoint will notify Client’s designated contact of unplanned system maintenance and work with Client to deploy the necessary changes during the earliest, mutually favorable time. SpryPoint will promptly notify Client’s designated contact of any downtime and provide confirmation once full functionality is restored. In extraordinary circumstances, it may be necessary to take the system offline or otherwise prevent access to applications. This would be the result of an exceptional situation (i.e., a zero-day vulnerability) where SpryPoint would take preventive action to mitigate any potential adverse impact to our clients 4.7. Device and Operating System Support • SpryPoint shall use commercially reasonable efforts to identify a root cause and provide technical solutions therein for any reported bugs, defects, issues, etc., provided that the Software or Services are not otherwise impaired at the start of the then-current Service Term and has been properly maintained by Client in accordance with SpryPoint’s policies. SpryPoint is not required to support its applications in the following circumstances: hardware that is no longer supported by its manufacturer. (e.g., iPhone 3G, Samsung Galaxy S Captivate) • Operating systems or versions of operating systems which are no longer supported or updated by their authors (e.g., Apple, Google, Microsoft, etc.). Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 14 of 18 • Errors that are a result of product misuse, negligence, or improper utilization of any or all part of the Software or Services. • Issues that are a result of electrical failure, internet connections problems, and all data issues deemed to be under Client’s exclusive control and responsibility including but not limited to: data input and output are outside the scope of this service level agreement. Maintenance for unsupported operating systems and/or hardware may be available to clients at an additional charge. 4.8. Issue port-mortem process The issue post-mortem process at SpryPoint includes the following: Action Objective Summary of what happened • Which services and customers were affected? • How long and severe was the issue? • Who was involved in the response? • How was the issue resolved? Root cause analysis • What were the origins of failure? • Why do we think this happened? Steps taken to diagnose, assess, and resolve • What actions were taken? • Which were effective? • Which were detrimental? Timeline of significant activity Centralize key activities from monitoring tools, ticket management, issue details as well as internal and external communications. Learning and next steps • What went well? • What did not go well? • How do we prevent this issue from happening again? Summarize findings Circulate summary to affected clients upon request. Post-mortem reports will be provided to the Customer within 24 hours of development and no later than one week from the occurrence of the issue. 4.9. Support Hours SpryPoint business hours are from 8:00 a.m. to 4:00 p.m. Eastern Time, Monday through Friday (excluding holidays). Support is available from 8:00 a.m. - 8:00 p.m., Eastern Time, Monday through Friday (excluding holidays). After-hours, on-call support is available when requested. This provides extra support when migrating, updating, or upgrading integrated line of business applications. After- hours, on-call support rates will be in accordance with the current Rate Card (Section 3.3), Severity 1 issues (as defined in table 4.3) that are submitted after hours will be addressed at no additional cost. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 15 of 18 4.10. Holidays Response to requests other than Severity Level 1 may be delayed up to 24 hours during holidays observed by SpryPoint as outlined below: Holiday Date (on or around) New Year’s Day* January 1 Provincial Holiday Third Monday in February Good Friday Late March/Early April Victoria Day Third Monday in May Canada Day* July 1 Civic Holiday First Monday in August Labour Day First Monday in September National Day of Truth and Reconciliation September 30 Thanksgiving (Canadian) Second Monday in October Remembrance Day* November 11 Christmas Day* December 25 Boxing Day* December 26 *If holiday falls on a weekend, it will be observed the following Monday. 5. Service Level Agreements Service Level Agreements (SLAs) provide clarity around the commitments to deliver the Service and set expectations for both parties relative to the Client’s business and the impact/role of the Service within the Client’s business. 5.1. Exclusions, Exceptions and Limitations This does not apply to any Service performance issues caused by factors; (i) outside of SpryPoint’s reasonable control, including any force majeure event or Internet access or related issues beyond the demarcation point of SpryPoint; (ii) that result from Client’s equipment software or other technology such as metering technology, payment and data processing services, networking technology and/or third-party equipment, software, integration services or other technology (other than third party equipment within our direct control); (iii) that result from any scheduled maintenance as provided for pursuant to this Agreement; or (iv) arising from SpryPoint’s suspension and termination of Customer’s right to use Software. 5.2. Service Availability SpryPoint will use commercially reasonable efforts to make our Services available with an uptime percentage of at least 99.5% within a given calendar month. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 16 of 18 5.3. Service Credits In the event of a failure by SpryPoint to meet the Service Availability and Issue Resolution Targets as defined in this SLA, as the Client’s sole and exclusive remedy, at Client’s request, SpryPoint will provide Service Credits in accordance with the following: 1. First month of missed service availability or issue resolution target, SpryPoint and Client will meet to discuss possible corrective actions 2. Second consecutive month: 10% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 3. Third consecutive month: 20% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 4. Fourth consecutive month: 30% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 5. Fifth consecutive month: 40% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 6. Sixth consecutive month: 50% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 7. More than six consecutive months: Within thirty (30) days of such failure Client shall have the option to terminate the entire Agreement and upon termination Client shall receive a refund of all prepaid subscription fees that are unearned as of the date such termination becomes effective 8. Service Credits shall be deducted from subsequent invoices for Subscription Fees, or upon the termination or expiration of the Agreement the Service Credits would be paid directly to the Client 6. Periodic Service Reviews 6.1. Periodic Review of Open Tickets and Outstanding Issues Such reviews are offered by SpryPoint upon client request and may be held either monthly or quarterly as agreed by both parties. Reviews are led by a member of the SpryPoint Customer Success Team and commonly include: • Discussion and review of open or recently closed tickets • Discussion and review of recent or forthcoming product releases 6.2. Periodic Review of Service Level Agreement Performance Such reviews will be held annually (or on a periodic basis as agreed by both parties). Either party may request the review. The review will be led by the Manager of Customer Success and shall include: Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 17 of 18 • Discussion and resolution of any issues that may arise under an SLA • Service delivery since last review • Major deviations from service targets • Negotiate proposed changes to the SLA • Resolve concerns about service delivery • Discuss any staffing changes for SpryPoint or Client The review mechanism shall include an escalation procedure under which any unresolved issues are escalated for immediate resolution. Disagreements shall initially be handled by means of the following escalation provision. 6.3. Escalation In the unlikely event that a customer needs to escalate an issue beyond the Customer Success Analyst in charge, the following is the path of that escalation. Contact information for each person in the escalation path will be provided to the Customer prior to Go-live: CEO | Chief Customer Officer | Customer Success Manager | Senior Success Analyst | Success Analyst Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06262024 Exhibit C Service Level Agreement Page 18 of 18 If the Client is unable to get appropriate support from the assigned support analyst or senior support analyst, the client may escalate first to Shelley MacLeod, Manager of Customer Success and then to Chris Scalia, Chief Customer Officer. Contact information for the Customer Success Management Team: Shelley MacLeod Customer Success Manager Successsmacleod@sprypoint.com Office: 902.510.1770 Mobile: 902.213.0950 Chris Scalia, CCO Chief Customer Officer cscalia@sprypoint.com Office: (877) 879-7779 ext. 897 Mobile: (617) 290-7170 7. Release Management We provide application releases on a two-week interval. The Customer Success Team works with the Product Management team to create and distribute Release Notes to our clients. Our releases typically include new features and functionality as well as bug fixes. Product Releases: • Release Notes are sent to the primary contacts in the organization. However, anyone can be added to the distribution list. • Release Notes will be provided before deployment to your production environment. • Releases are deployed after standard business hours and live in the system the next business day. • New features and functions are disabled by default when deployed. • Customer Success is available to assist your team in determining if enabling a new feature is right for your organization. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 1 Exhibit D – Insurance Coverage 1.0 INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 1.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 1.1.2 Automobile Liability. If the use of an automobile is involved for Contractor's work for City, $2,000,000 combined single-limit per accident for bodily injury and property damage. 1.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 1.1.5 Cyber Liability Insurance. At all times during the performance of work under this Agreement and for sixty (60) months following the date of Agreement termination, the Contractor will carry and maintain, at its own expense, Cyber Liability insurance with limits of not less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 2 1.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 1.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 1.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 1.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 1.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06252024 Exhibit E Data Processing Exhibit Page 1 of 10 SpryPoint Services, Inc. Exhibit E – Data Processing Exhibit This Data Processing Exhibit (“DPE”) forms a part of and is subject to the SpryPoint Master Subscription Agreement (“Agreement”), applicable Pricing Schedule or Statement of Work or other written subscription agreement (together with any attachments issued thereunder, the “Agreement”) between SpryPoint Services Inc. (“SpryPoint”) and the Party identified as the “Client” in the Agreement, where Client is using 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: 1. Definitions Unless otherwise defined below, all capitalized terms have the meaning given to them in the applicable Agreement and/or exhibits thereto. a. “Covered Data” means: i. Client Data; ii. Technical Services Data; and iii. any other electronic data or information submitted by or on behalf of Client to a Covered Service. b. “Covered Service” means: i. any Service provided that specifically refers to this DPE; and/or, ii. any Technical Services. c. “Data Controller” means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data. d. “Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06252024 Exhibit E Data Processing Exhibit Page 2 of 10 e. “Data Protection Laws” means all data protection laws applicable to the Processing of Personal Data under this DPE, including local, state, national and/or foreign laws, treaties, and/or regulations. f. “Data Subject” means the person to whom the Personal Data relates. g. “Personal Data” means any Covered Data that relates to an identified or identifiable natural person. h. “Personal Data Breach” means: i. a ‘personal data breach’ or ii. any Security Breach affecting Personal Data. i. “Processing” or “Process” means any operation or set of operations performed on Personal Data or sets of Personal Data, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining, restricting, erasing or destroying. j. “Subprocessor” means a SpryPoint Affiliate or third-party entity engaged by SpryPoint or a SpryPoint Affiliate as a Data Processor under this DPE. k. “Subprocessor List” means the list identifying the Subprocessors that are authorized to Process Personal Data for the relevant Covered Service. 2. Subject and Scope a. Scope and Role of the Parties. This DPE applies to the Processing of Personal Data by SpryPoint to provide the Covered Service. For the purposes of this DPE, Client and its Affiliates are the Data Controller(s) and SpryPoint is the Data Processor. SpryPoint shall Process Personal Information/ 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). b. Purpose. Client discloses Personal Information/ Personal Data to SpryPoint solely for: i. a valid business purpose; and ii. SpryPoint to perform the Services. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06252024 Exhibit E Data Processing Exhibit Page 3 of 10 c. Instructions for Processing. SpryPoint shall Process Personal Data in accordance with Client’s documented instructions. Client instructs SpryPoint to Process Personal Data to provide the Covered Service in accordance with the Agreement (including this DPE). Client may provide additional instructions to SpryPoint to Process Personal Data, however SpryPoint shall be obligated to perform such additional instructions only if they are consistent with the terms and scope of the Agreement and this DPE. d. Prohibitions. SpryPoint is prohibited from: (i) selling Personal Information/ Personal Data; (ii) retaining, using, or disclosing Personal Information/ Personal Data for a commercial purpose other than providing the Services; and (iii) retaining, using, or disclosing the Personal Information/ Personal Data outside of the Agreement between SpryPoint and Client. e. Warranty. Client warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give such instruction. f. Sole Responsibility. Client is solely responsible for obtaining all necessary consents, licenses and approvals for the collection and Processing of any Personal Information/ Personal Data. g. Compliance with Laws SpryPoint shall comply with all Data Protection Laws applicable to SpryPoint in its role as a Data Processor Processing Personal Data. For the avoidance of doubt, SpryPoint is not responsible for complying with Data Protection Laws applicable to Client or Client’s industry such as those not generally applicable to online service providers. Client shall comply with all Data Protection Laws applicable to Client as a Data Controller and shall obtain all necessary consents, and provide all necessary notifications, to Data Subjects to enable SpryPoint to carry out lawfully the Processing contemplated by this DPE. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06252024 Exhibit E Data Processing Exhibit Page 4 of 10 3. Technical, Organizational and Security Measures a. Security Measures. SpryPoint implements and maintains appropriate technical and organizational measures to ensure a level of security appropriate to the risk. The parties agree that the security measures are appropriate to protect Personal Information/ Personal Data against a Personal Information/ Personal Data Security Incident, and that these measures ensure a level of security appropriate to the risks presented by the Processing and the nature of the Personal Information/ Personal Data to be protected having regard to the state of the art and the cost of their implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. b. Confidentiality. SpryPoint shall ensure that any person authorized to Process the Personal Information/ Personal Data is subject to a strict duty of confidentiality and that they Process the Personal Information/ Personal Data only for the purpose of delivering the Services under the Agreement to Client. c. SOC 2 Compliance. Upon request, SpryPoint can provide Client with a copy of its SOC 2 Type II report which attests to the controls at a service organization. SpryPoint may modify its Security Measures from time to time and at any time, provided, however, that it will not materially reduce the level of protection as provided in this DPE. d. Processing Terms. At all times that SpryPoint Processes, and/or has access to Personal Information/ Personal Data, SpryPoint shall (a) Process such Personal Information/ Personal Data only in accordance with Client’s documented instructions (b) not Sell (as defined under California Consumer Privacy Act) Personal Information/ Personal Data, or retain, use, or disclose such Personal Information/ Personal Data (i) for any purpose other than for the specific purpose of performing the Services or (ii) outside the direct business relationship between Client and SpryPoint. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06252024 Exhibit E Data Processing Exhibit Page 5 of 10 e. Acknowledgement. Acknowledging that Client (and not SpryPoint): (i) controls the nature and contents of Client Data (including any Personal Information/ Personal Data therein); and (ii) acts as its own system administrator and controls user access to Client Data (including any Personal Information/ Personal Data therein), Client represents and warrants that on the date of this DPE and during the Term: i. Client will collect and Process Personal Data has been in accordance with applicable Privacy/Data Protection Laws; ii. Client will take all steps necessary to ensure it achieves the foregoing, including without limitation by: 1. providing Data Subjects with appropriate privacy notices, 2. obtaining any required consent, and 3. ensuring that there is a lawful basis for contracted Processors to Process Personal Data. 4. Subprocessors a. Use of Subprocessors. Client hereby agrees and provides a general prior authorization that SpryPoint and SpryPoint Affiliates may engage Subprocessors. SpryPoint or the relevant SpryPoint Affiliate engaging a Subprocessor shall ensure that such Subprocessor has entered into a written agreement that is no less protective than this DPE. SpryPoint shall be liable for the acts and omissions of any Subprocessors to the same extent as if the acts or omissions were performed by SpryPoint. b. Notification of New Subprocessors. SpryPoint shall make available to Client a Subprocessor List and provide Client with a mechanism to obtain notice of any updates to the Subprocessor List. At least thirty (30) days prior to authorizing any new Subprocessor to Process Personal Data, SpryPoint shall provide notice to Client by updating the Subprocessor List. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06252024 Exhibit E Data Processing Exhibit Page 6 of 10 c. Approved SpryPoint’s Sub-Processor List Subprocessor Country Website Service Provided Amazon Web Service United States aws.amazon.com Cloud Infrastructure Freshdesk United States www.freshworks.com Customer Service Twilio United States www.twilio.com SMS Delivery Service Twilio Sendgrid United States www.twilio.com/sendgrid/email- api Email Delivery Service Solarwinds Papertrail United States www.papertrail.com Log Management Service Raygun United States www.raygun.com Application Management Service 5. Rights of Data Subjects a. Assistance with Data Subject Requests. SpryPoint will, in a manner consistent with the functionality of the Covered Service and SpryPoint’s role as a Data Processor, provide reasonable support to Client to enable Client to respond to Data Subject requests to exercise their rights under applicable Data Protection Laws (“Data Subject Requests”). b. Handling of Data Subject Requests. For the avoidance of doubt, Client is responsible for responding to Data Subject Requests. If SpryPoint receives a Data Subject Request or other complaint from a Data Subject regarding the Processing of Personal Data, SpryPoint will promptly forward such request or complaint to Client, provided the Data Subject has given sufficient information for SpryPoint to identify Client. c. Cooperation. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06252024 Exhibit E Data Processing Exhibit Page 7 of 10 To the extent SpryPoint is required under Privacy/Data Protection Laws, SpryPoint will assist Client to comply with Privacy/Data Protection Laws; in particular (i) SpryPoint will assist Client in responding to any request from a data subject exercising his or her rights under the Privacy/Data Protection Laws; (ii) it will assist Client in responding to any request from regulatory or judicial bodies relating to the Processing of Personal Information/ Personal Data under the Agreement(s); (iii) it will 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 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06252024 Exhibit E Data Processing Exhibit Page 8 of 10 reasonable suspicion of a Personal Information/ Personal Data breach in respect of the Personal Information/ Personal Data being Processed under the Agreement(s), it will inform Client without undue delay and will provide reasonable information and 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 will use external auditors to verify the adequacy of its security measures and controls for the Software and Services provided under the Agreement. The resulting audit will: (i) be performed according to AICPA SOC2 Type II standards or such other alternative standards that are substantially equivalent to AICPA SOC2 Type II; (ii) be performed by independent third-party security professionals at SpryPoint’s selection and expense; and (iii) result in the generation of a SOC 2 Type II report (“Audit Report”), which will be SpryPoint’s Confidential Information. The Audit Report can be made available to Client upon written request no more than annually subject to the confidentiality 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 SpryPoint’s then-current SOC 2 Type II audit reports will be used to satisfy any audit or inspection requests by or on behalf of Client. 10. Return and Deletion of Client Data and Personal Data Upon written request by Client made prior to or upon any expiration or termination of this Agreement, SpryPoint will make Client Data available to Client through the Service solely to allow Client to retrieve Client Data for a period of up to a total of sixty (60) days after such expiration or termination (the “Retrieval Period”). After such Retrieval Period, SpryPoint will have no obligation to maintain or provide any Client Data and shall thereafter, unless legally prohibited, delete all Client Data by deleting Client’s Tenant. provided, however, that SpryPoint will not be required to remove copies of the Client Data from its backup media and servers until such time Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06252024 Exhibit E Data Processing Exhibit Page 9 of 10 as the backup copies are scheduled to be deleted, provided further that in all cases SpryPoint will continue to protect the Client Data in accordance with this Agreement. Client Data will be made available in a SpryPoint-supported format mutually agreed 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 a. Client Affiliates. Client is responsible for coordinating all communication with SpryPoint on behalf of its Affiliates with regard to this DPE. Client represents that it is authorized to issue instructions as well as make and receive any communications or notifications in relation to this DPE on behalf of its Affiliates. b. Termination. The term of this DPE will end simultaneously and automatically at the later of: i. the termination of the Agreement; or ii. when all Personal Data is deleted from SpryPoint’s systems. c. Conflict. This DPE is subject to the non-conflicting terms of the Agreement. With regard to the subject matter of this DPE, in the event of inconsistencies between the provisions of this DPE and the Agreement, the provisions of this DPE shall prevail with regard to the parties’ data protection obligations. d. Client Affiliate Enforcement. Client’s Affiliates may enforce the terms of this DPE directly against SpryPoint, subject to the following provisions: i. Client will bring any legal action, suit, claim or proceeding which that Affiliate would otherwise have if it were a party to the Agreement (each an “Affiliate Claim”) directly against SpryPoint on behalf of Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 06252024 Exhibit E Data Processing Exhibit Page 10 of 10 such Affiliate, except where the Data Protection Laws to which the relevant Affiliate is subject require that the Affiliate itself bring or be party to such Affiliate Claim; and ii. for the purpose of any Affiliate Claim brought directly against SpryPoint by Client on behalf of such Affiliate in accordance with this Section, any losses suffered by the relevant Affiliate may be deemed to be losses suffered by Client. e. Remedies. Client’s remedies (including those of its Affiliates) with respect to any breach by SpryPoint or its Affiliates of the terms of this DPE and the overall aggregate liability of SpryPoint and its Affiliates arising out of, or in connection with the Agreement (including this DPE) will be subject to any aggregate limitation of liability that has been agreed between the parties under the Agreement (the “Liability Cap”). For the avoidance of doubt, the parties intend and agree that the overall aggregate liability of SpryPoint and its Affiliates arising out of, or in connection with the Agreement (including this DPE) shall in no event exceed the Liability Cap. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 1 EXHIBIT F - IT ADDENDUM TO CONTRACTOR’S AGREEMENT FORM The City of Carlsbad (“City”) and SpryPoint Services Inc. (“Contractor”) are using the standard form agreement provided by the Contractor. Nevertheless, the parties agree that this addendum is a part of the form agreement (“Agreement”), and amends and modifies the Agreement as provided below: 1. Independent Contractor. In its performance under this Agreement, the Contractor and the agents and employees of Contractor act and will act in an independent capacity and not as an agent or employee of the City. 2. Inapplicable Terms. Because the City cannot accept certain standard clauses that may appear in the Agreement as a matter of law and policy, the Contractor agrees that no provision described below which appears in the Agreement shall be of any force and effect against the City: a. Requiring the City to obtain or maintain any form of insurance. b. Renewing or extending the Agreement beyond its initial term or duration other than by mutual agreement of the parties. c. Requiring or stating that the terms of this Agreement, or the terms of the Contractor’s online forms or agreements, shall prevail over the terms of this addendum in the event of conflict. d. Requiring the City to indemnify, defend, or hold the Contractor harmless against claims of any kind or nature. e. Requiring the application of laws other than California law in interpreting or enforcing the Agreement, including this addendum, or requiring or permitting litigation arising under the Agreement in the courts of any state other than California, nor any venue other than San Diego County. f. Requiring the City to pay liquidated damages, indirect, special, punitive, incidental or consequential damages, including without limitation lost profits, lost revenue, lost business opportunities, loss of data, interruption of business, regardless of the theory of liability, even if City has been advised of the possibility of such damages. g. Requiring the City to pay any type of contract termination fee. h. Limiting the liability of the Contractor for actual damage to City property or for personal injury. i. Disclaiming negligence in violation of public policy. j. Permitting unilateral modification of this Agreement by the Contractor or deeming the City to agree to a modification by means other than affirmatively signing a modification to the Agreement. k. Requiring the City to engage in binding arbitration. l. Obligating the City to pay court costs, costs of collection, or attorneys’ fees. m. Requiring the City to withhold information from the public contrary to the requirements of the California Public Records Act (CA Government Code § 6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 2 n. Limiting the City’s ability to terminate the Agreement by providing thirty (30) days written notice to Contractor. 3. Technology Terms and Conditions. In addition, the Agreement is hereby amended to include the following Information Technology Terms and Conditions: a. Sensitive Information. In instances where any agreement, purchase order, or Scope of Work is for the provision of Public Cloud Services where City’s sensitive data may be exchanged, Contractor shall provide an independently certified System and Organization Controls (SOC) 2 Type 2 Audit Report or a SOC Cybersecurity Report or equivalent certification for all parties to the Agreement and annual updates during the term of the Agreement. b. Data Location and Ownership. The Contractor shall provide its services to the City and its end users solely from data centers in the continental United States. Storage of City Data at rest shall be located solely in data centers in the United States. Contractor will notify the City of any plans to relocate its hosted services to another data center. Contractor shall not allow personnel or subcontractors to store City Data on portable devices, including personal computers, except for devises that are used and kept only at its U.S. data centers. The Contractor shall permit its personnel and subcontractors to access City Data remotely only as required to provide technical user support or other customer support. The City will own all right, title and interest in City Data that is related to the services provided by this Agreement. c. Data Protection. Contractor shall ensure there is no inappropriate or unauthorized use of City Data at any time. To this end, Contractor shall safeguard the confidentiality, integrity, and availability of City Data within its control using security technologies and techniques in accordance with standard industry practices for such data. In no event may Contractor’s action or inaction result in any situation that is less secure than the security Contractor provides for its own systems and data. d. Data Breach Responsibilities. This section only applies when there is a breach of City Data within the possession or control of Contractor. Contractor shall: (1) promptly notify City within 24 hours or sooner by telephone, unless shorter time is required by applicable law, if it confirms that there is or reasonably believes that there has been a data breach; (2) cooperate with the City as reasonably requested by the City to investigate and resolve the data breach and provide daily updates; (3) quarantine the data breach and ensure secure access to City Data; (4) promptly implement necessary remedial measures; and (5) document responsive actions taken related to the data breach. e. Background Checks. As permitted or required by law, the Contractor shall conduct criminal background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the Agreement who have been convicted of any crime of dishonesty, including but not limited to criminal fraud, or otherwise convicted of any felony or any misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. The Contractor shall promote and maintain an awareness of importance of securing Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 3 the City’s information among the Contractor’s employee and agents. f. Information Technology Access. All electronic and information technology procured through this Agreement must meet the applicable accessibility standards of Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) as amended and is viewable at http://www.section508.gov. Further, the Contractor assures the City that the Contractor complies with the American with Disabilities Act of 1990 (42 US.C. 12101 et seq.), including the Department of Justice’s final rule revising the regulation implementing title II of the Americans with Disabilities Act to establish specific requirements, including the adoption of specific technical standards, for making accessible the services, programs, and activities offered by State and local government entities to the public through the web and mobile applications (“apps”) which becomes effective June 24, 2024 (89 FR 31320.). And in accordance with California Government Code Section 7405(b), the Contractor shall have the ongoing obligation to promptly respond to and resolve any complaint regarding accessibility that is brought to the attention of the Contractor. g. Patent, Copyright and Trade Secret Indemnity. To the fullest extent permitted by law, Contractor will indemnify, defend, and hold harmless the City, its officers, elected and appointed officials, employees, and volunteers from any and all third-party claims, costs (including without limitation reasonable attorneys’ fees), damages, and losses for infringement or violation of any U.S. Intellectual Property Right by any product or service provided by this Agreement. With respect to claims arising from software manufactured by a third party and sold by Contractor as reseller, Contractor will pass through to the City such indemnity rights as it receives from such third party and will cooperate in its enforcement. i. Aside from Contractor’s indemnification obligation, should the product or services or any part thereof become, or in Contractor’s reasonable opinion be likely to become, the subject of a claim for infringement of a third party intellectual property right, then Contractor shall, at its sole option and expense: (i) procure for City the right to use and access the infringing or potentially infringing item(s) of the service or product (“Infringing Item”) free of any liability for infringement; or (ii) replace or modify the Infringing Item with a non-infringing substitute otherwise materially complying with the functionality of the replaced system; or (iii) if neither of the foregoing is reasonably practicable, terminate the right to use and access the Infringing Item and refund a prorated amount of any amount already paid. h. Warranty. Contractor warrants that the appliable product and services (1) will substantially conform to the requirements of the Agreement; (2) will be free of material defects and will be performed with professional care and skill; (3) will be free, at the time of delivery, of harmful code (e.g., computer viruses, worms, trap doors, time bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or cause damage to, computers, data, or software; (4) will not infringe or violate any U.S. Intellectual Property Right; and (5) if software, perform in accordance with the software license and accompanying manuals and other printed documents. Further, to the extent Contractor is legally able to do so, Contractor warrants it will pass through any applicable third-party warranties to the Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 4 City and will reasonably cooperate in enforcing them. i. Cyber Liability Insurance. At all times during the performance of work under this Agreement and for sixty (60) months following the date of Agreement termination, the Contractor will carry and maintain, at its own expense, Cyber Liability insurance with limits of not less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. 4. City’s Limitation on Liability. The City’s liability for damages to Contractor for any cause whatsoever arising out of or relating to this Agreement, and regardless of the theory of liability shall be limited to the total fees paid or payable by City to Contractor for the twelve- month period immediately preceding the date the cause of action arose. The existence of more than one claim shall not expand such limit. This limitation will apply notwithstanding any failure of any essential purpose of any limited remedy. /// /// /// /// /// /// Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 5 5. AUTHORITY. IN WITNESS WHEREOF, the parties have obtained all necessary approvals and have caused the Agreement and this addendum to the Agreement to be executed by their duly authorized representatives. Executed by Contractor this___________ day of _______________________, 2025. SpryPoint Services, Inc. a Canadian corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) City Manager (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Faviola Medina Director of Constituent & Clerk Services (print name/title) APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Chief Executive OfficerKyle Strang CFONick Stone 22 April Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 1100 boul. Robert-Bourassa, 6e étage, Montréal, QC H3B 3A5 T 514 370-4800 / 1 844 370-4800 - F 514 397-1858 CERTIFICATE OF INSURANCE Certificate No 31 This certificate is issued as a matter of information only and, unless otherwise set forth herein, grants no right upon the certificate holder. This certificate does not amend, extend nor modify in any way the coverage afforded by the policies below. In the event of conflict between this certificate and the terms and conditions of the insurance policies it evidences, the latter shall prevail. CERTIFICATE HOLDER NAMED INSURED City of Carlsbad 1635 Faraday Avenue, Carlsbad, CA, 92008 SPRYPOINT SOLUTIONS INC. SPRYPOINT SERVICES INC. 401-45 Queen St Charlottetown PE C1A 4A4 This is to certify that the policies of insurance listed below have been issued to the above Named Insured for the policy period indicated. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. Limits shown may have been reduced by paid claims. TYPE OF INSURANCE INSURANCE LIMITS INSURER(S) POLICY(IES) No PERIOD (MM/DD/YYYY) Comprehensive General Liability 3 000 000 $ US 6 000 000 $ US 3 000 000 $ US 500 000 $ US 25 000 $ US 5 000 $ US 2 000 000 $ US Included Victor Canada through: Aviva Insurance: 25.00% Temple Insurance : 20.00% Everest Insurance :20.00% Arch Insurance: 17.50% XL Reinsurance America Inc.: 17.50% TGL642510 From: 07/30/2024 To: 07/30/2025 (X) Occurrence basis ( ) Claims made basis Per occurrence General aggregate Personal injury and advertising liability Tenant’s legal liability Medical expenses - per accident Medical Expenses - per person Non-owned automobile Q.P.F. N° 6 Primary Non-contributory Basis Errors and Omissions and Cyber Insurance Policy 3 000 000 $ US 3 000 000 $ US Victor Canada through: Aviva Insurance: 25.00% Temple Insurance : 20.00% Everest Insurance :20.00% Arch Insurance: 17.50% XL Reinsurance America Inc.: 17.50% TIP642510 From: 07/30/2024 To: 07/30/2025 Per claim Aggregate NATURE AND PURPOSE OF THE CERTIFICATE SPECIAL PROVISIONS City of Carlsbad is/are added as Additional Insured(s) to the commercial general liability policy, but only with respect to liability arising from the premises and operations of the Named Insured. Excluding damages attributable to the Additional Insured due to their own negligence. CANCELLATION Should any of the policies described herein be cancelled before the expiration date thereof, the insurer(s) affording coverage will endeavour to mail 30 days written notice to the certificate holder named herein. However, the absence of such written notice does not impose any obligation on the insurer or its representatives. Date: 2025-04-17 Corinne CaonDamage insurance broker Authorized Representative Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 April 16, 2025 City of Carlsbad 1635 FARADAY AVE CARLSBAD CA 92008 Account Information: Policy Holder Details :SpryPoint Services, Inc. Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 04/16/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NEWFRONT INSURANCE SERVICES 57556936 777 MARINERS ISLAND BLVD 250 SAN MATEO CA 94404 CONTACT NAME: PHONE (A/C, No, Ext): (415) 754-3635 FAX (A/C, No): (415) 367-1422 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Hartford Fire and Its P&C Affiliates 00914 INSURED SPRYPOINT SERVICES, INC. 2093 PHILADELPHIA PIKE CLAYMONT DE 19703-2424 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY)LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A 57 WEC AX8HHS 02/01/2025 02/01/2026 X PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Notice of Cancellation will be provided in accordance with Form WC990394, attached to this policy. Notice of Cancellation will be provided in accordance with Form WC990531, attached to this policy. CERTIFICATE HOLDER CANCELLATIONCity of Carlsbad 1635 FARADAY AVE CARLSBAD CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD April 29, 2025 Item #1 Page 214 of 215 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Victor Canada 500-1400 Blair Towers Place Ottawa, Ontario K1J 9B8 Telephone 613-786-2000 Facsimile 613-786-2001 Toll Free 800-267-6684 www.victorinsurance.ca Endorsement Endorsement No.: 0023 Standard Form: A-1AGL Attached to and forming part of Policy Number: TGL642510 Additional Insured It is agreed that the following are included in Part II – Who Is an Insured as insured(s) but only with respect to liability arising out of “your work”. Additional Insured: City of Carlsbad 1635 Faraday Avenue Carlsbad CA 92008 Except as otherwise provided by this endorsement, all terms, provisions and conditions of this policy shall have full force and effect. Issued to: SPRYPOINT SOLUTIONS INC.; SPRYPOINT SERVICES INC. and all other insureds under this policy. Effective Date: 22 April 2025, 00:01 local time Executed and signed on behalf of the Insurers by Victor Insurance Managers Inc., as duly authorized. Dated: 29 April 2025 _____________________________ David G. Cook, President Authorized Representative Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 RESOLUTION NO. 2025-091 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH CAN/AM TECHNOLOGIES, INC. FOR THE IMPLEMENTATION SERVICES AND SOFTWARE AS A SERVICE FOR THE TELLER CASHIERING SOLUTION IN AN AMOUNT NOT TO EXCEED $1,592,217 OVER A TEN-YEAR PERIOD WHEREAS, the City Council of the City of Carlsbad, California, has determined that it is in the best interest of the city to replace its core suite of applications used for human resources, finance, cashiering, and utility billing (“Core Systems Modernization”); and WHEREAS, the existing human capital management, finance, cashiering, and utility billing systems have reached the end of their typical lifespans and are in need of replacement; and WHEREAS, the Information Technology Department solicited proposals from firms interested in and qualified to design, implement and support off-the-shelf human capital management, financial, cashiering, and utility billing systems; and WHEREAS, staff selected Can/Am Technologies, Inc. as the replacement system vendor for the cashiering application following a formal proposal process; and WHEREAS, Can/Am Technologies, Inc. has negotiated an agreement for implementation services and software as a service for the Teller cashiering solution for a not to exceed amount of $1,592,217 over a ten-year period; and WHEREAS, the Carlsbad Municipal Code 3.28.060 – Procurement of Professional Services and Services requires the City Council’s approval for the procurement of professional services or services that cost more than $100,000 per agreement year; and WHEREAS, a Strategic Digital Transformation Investment Program (SDTIP) project was approved in fiscal year 2022-23 and budget is available for the implementation and first two years of maintenance of the Core Systems Modernization applications; and WHERAS, the budget for years 3 through 10 will be included in the city’s annual operating budgeting process; and WHEREAS, the City Manager will have the authority to execute the Can/Am Technologies, Inc. agreement for implementation services and software as a service in an amount not to exceed $1,592,217. Exhibit 3 April 29, 2025 Item #1 Page 215 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1.That the above recitations are true and correct. 2.The proposed action is not a “project” as defined by California Environmental Quality Act Section 21065 and CEQA Guidelines Section 15378(a) and does not require environmental review under CEQA Guidelines Section 15060(c)(2) because the action is limited to the execution of various agreements for the implementation and annual subscription or maintenance services of information technology applications. The action has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment. 3.That the Can/Am Technologies, Inc. agreement (Attachment A) for implementation services and software as a service is hereby approved, and the City Manager is hereby authorized to execute all required documents on behalf of the City. 4.That the total for the implementation services and software as a service with Can/Am Technologies, Inc. shall not exceed $1,592,217 for the ten-year agreement. 5.That the funding for the first two years of the agreement is budgeted in the SDTIP project. 6.That the funding for years 3 through 10 will be included as part of the Information Technology Department Operating Fund’s annual budget request process. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 29th day of April, 2025, by the following vote, to wit: AYES: Blackburn, Bhat-Patel, Acosta, Burkholder, Shin. NAYS: None. ABSTAIN: None. ABSENT: None. ______________________________________ KEITH BLACKBURN, Mayor ______________________________________ SHERRY FREISINGER, City Clerk (SEAL) April 29, 2025 Item #1 Page 216 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Teller Software as a Service Agreement This is the Teller Software as a Service Agreement dated as of _________________________ Effective Date 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 Carlsbad, California, having its principal place of business at 1635 Faraday Avenue, Carlsbad, CA 92008 (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 financial 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 Updates, and SaaS 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, 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. With the exception of Interfaces that connect Teller to Third-Party software as set out in a statement of work, 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 God, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, pandemics, unavailability or interruption in telecommunications or Third-Party services not owned, operated, or controlled by CanAm, or failure of Third-Party Software not owned, operated, or controlled by CanAm, or inability to obtain power used in or equipment needed for provision of the Services not control. 1.9. SaaS Services the services provided at the Third-Party hosting facility that are provided by CanAm to Client. Attachment A April 29, 2025 Item #1 Page 217 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 5/1/2025 1.10. SaaS Services Site the Third-Party hosting facility, at a U.S. location of CanAm servers and related equipment are located. 1.11. SaaS Services SLA the SaaS 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 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 and newly developed software, or pre-existing and newly developed software Configurations (including stock report definitions) 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. For clarity, Intellectual Property does not include Third Party APIs that are incorporated into Teller solely as an Interface to Client devices or Third Party Software. 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. On Call Support CanAm published holidays). On Call Support is unstaffed coverage. 1.18. Party or Parties referring to CanAm or Client or both. 1.19. 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. 1.20. Production Environment the environment provided to Client for end user official business use. 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 (Exhibit C) 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 (Exhibit C) 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 Statement of Work is attached to this Agreement as Exhibit C. 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. April 29, 2025 Item #1 Page 218 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 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. Test Environment the environment set up by CanAm to provide testing and training capability for Client. 1.29. Third-Party a person, corporation, organization or entity other than Client or CanAm. 1.30. 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. 1.31. Update(s) updates to Teller issued by CanAm, generally every six (6) weeks, to general availability for Teller Clients. 2. SCOPE OF AGREEMENT 2.1. By this Agreement, CanAm agrees to provide Client with a single Annual Subscription Software License to use Teller in the Test and Production Environments. This License includes the number of Interfaces, Concurrent Users, and/or Named Users identified in Exhibit A and subsequent purchase orders. 3. TERM OF AGREEMENT 3.1. This Agreement will remain in effect for a period of five (5) years from signing unless otherwise revised or terminated under the provisions of this Agreement. For clarity, the initial term is contingent upon of the annual SAAS payment according to the terms of this Agreement. The Agreement may be amended to extend it for five (5) additional one (1) year periods. Extensions will be based upon a Council. 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 business or public purposes. Any other use of Teller by Client is not permitted. 5. SOFTWARE AS A SERVICE 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 SaaS Services. The first year of the Teller Software as a Service Fee is billable within 30 days of receiving an undisputed invoice which will be sent upon execution of the 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 30 calendar days of receipt of an undisputed invoice. 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 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 6:00 a.m. to 6:00 p.m. Mountain Time, Monday to Friday, excluding April 29, 2025 Item #1 Page 219 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 CanAm published holidays. Extended hours of support 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. For clarity, CanAm will respond to critical priority issues outside of normal hours for support if Client uses the support website to alert CanAm of the issue at no additional cost. CanAm will respond in time to support the business hours of uptime that the SLA guarantees. 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 reporting to Client every 4 hours 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: April 29, 2025 Item #1 Page 220 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 7.1. Infrastructure Support managing the local Internet Service Provider (ISP) providing Client its internet 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 Updates Client acknowledges that future Updates of Teller software may require different or additional Client equipment and/or software 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, On Call 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 thirty (30) 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. 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 an Update if necessary. 11.2. The warranty on all CanAm-developed custom Configuration is defined in the applicable SOW. Subject to clause 11.4, licensed Interfaces are warranted. Material changes to the Client environment may require additional fee-based work. April 29, 2025 Item #1 Page 221 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 11.3. CanAm does not provide warranty for any custom Configuration, custom code not developed by CanAm, or Third Party files included with Teller that are required to integrate with equipment or Third Party software. 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 but otherwise does not materially alter the Service. If CanAm cannot or does not either secure for Client the right to continue using the Teller software or breach under Section 15.2. This represents Client's sole and exclusive remedy with respect to this warranty. CanAm has no obligation to indemnify Client under this Section if any infringement claim is based upon or caused by the following: (i) a use for which Teller was not designed or specified; (ii) design specifications or any data, information, drawings, manuals, script, or like materials provided by Client to CanAm, which has resulted in the infringement action; and/or (iii) the unapproved combination, operation or use of Teller with any other Third Party product not provided by CanAm, to the extent that such combination, operation, or use results in the loss, damage, claim or expense in question. CanAm provides no warranty whatsoever for any Third Party software or hardware products. In the event of an infringement claim for which Client is or may be entitled to indemnification hereunder, CanAm will CanAm will consult with Client regarding any settlement of 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. 11.5. 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. 11.6. 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 of Teller intellectual property 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. April 29, 2025 Item #1 Page 222 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 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. 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; April 29, 2025 Item #1 Page 223 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 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, provided that the receiving Party provides prompt written notice of such disclosure to the offended Party. CanAm acknowledges and understands that Client only has ten (10) calendar days to respond to a Public Records Act request. If CanAm seeks a protective order or other appropriate remedy responsibility and must be secured during this timeframe as Client is obligated to comply with its statutory duties and will proceed accordingly. Teller agrees that this Agreement, SOW, amendments, and any other exhibits or attachments are public records, and Client will not provide written notice prior to disclosure. 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 de 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 THIRD PARTY 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 THIRTY-SIX (36) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. FOR CLARITY AND NOT EXCLUSIVELY, THE FOLLOWING WILL BE CONSIDERED DIRECT DAMAGES: (1) AMOUNTS PAID TO AFFECTED THIRD PARTIES AS DAMAGES OR SETTLEMENTS IN RESPONSE TO THIRD PARTY CLAIMS ARISING FROM A BREACH TO THE AGREEMENT TERMS; (2) AMOUNTS PAID FOR FINES AND PENALTIES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ARISING FROM THE BREACH; AND (3) REASONABLE LEGAL FEES, TO DEFEND AGAINST THIRD-PARTY CLAIMS ARISING FROM THE BREACH. 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 14.2, CanAm will indemnify and hold harmless Client and its affiliates, employees, officers, and agents from and against any and all liabilities, losses, damages, costs, and other expenses arising from or relating to any Third Party claim caused by the intentional misconduct or negligence of CanAm or any of its employees, agents or subcontractors in performing the Services, including personal injury and damage to Client property. CanAm will protect, defend, hold harmless and indemnify Client against any Losses in connection with April 29, 2025 Item #1 Page 224 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 any CanAm service provided through this Agreement infringes any Third- rights. 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 provided that CanAm has issued a minimum of two (2) delinquency notices, 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. obligations hereunder, Client may terminate this Agreement with thirty (30) days advance written notice, effective on the last day for which an appropriation has been made. 15.4. 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 as CanAm will be entitled to payment for services rendered up to the termination date, 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 shall implement an orderly return of Client data in a mutually agreeable format at a time agreed to by the parties. Once the Client acknowledges receipt, CanAm shall have no obligation to maintain or provide any Client data and shall thereafter, unless legally prohibited, delete all Client data in its systems or otherwise in its possession or under its control. 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. 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. April 29, 2025 Item #1 Page 225 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 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. 17.3. In the event the grievance cannot be resolved to the mutual satisfaction of the parties within 30 calendar days, the Party feeling itself aggrieved may request mediation, based on the then-current commercial mediation rules of the American Arbitration Association. The award of the mediation body will be non- binding upon CanAm and 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 under the same terms and conditions of this Agreement) 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. INTENTIONALLY DELETED 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. If performance by CanAm does not resume within a reasonable time, Client may terminate this Agreement and CanAm will only be paid for services rendered up to the termination date. 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. April 29, 2025 Item #1 Page 226 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 24. INSURANCE 24.1. CanAm will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by CanAm or CanAm The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A- - admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 24.2. Coverages and Limits. CanAm will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on indemnification obligations under this Agreement. Client, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by CanAm pursuant to this Agreement are adequate to protect CanAm. If CanAm believes that any required insurance coverage is inadequate, CanAm will obtain such additional insurance coverage, as CanAm deems adequate, at sole expense. The full limits available to the named insured shall also be available and applicable to the Client as an additional insured. including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Automobile Liability. (if the use of an automobile is involved for work for Client). $2,000,000 combined single-limit per accident for bodily injury and property damage. Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Professional Liability. Errors and omissions liability appropriate to profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 24.3. Additional Provisions. CanAm will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: The Client will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the Client. CanAm will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. If CanAm maintains higher limits than the minimums shown above, the Client requires and will be entitled to coverage for the higher limits maintained by CanAm. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the Client. This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to Client sent by certified mail pursuant to the Notice provisions of this Agreement. 24.4. Providing Certificates of Insurance and Endorsements. Prior to execution of this Agreement, CanAm will furnish certificates of insurance and endorsements to Client. April 29, 2025 Item #1 Page 227 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 24.5. Failure to Maintain Coverage. If CanAm fails to maintain any of these insurance coverages, then Client will have the option to declare CanAm in breach. 24.6. Submission of Insurance Policies. Client reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 25. CURRENCY 25.1. Unless otherwise noted, all reference to payment amounts in this Agreement are in U.S. dollars. 26. COMPLIANCE WITH LAWS 26.1. Notwithstanding any clause to the contrary, CanAm will at all times keep fully informed, observe and comply with all laws, ordinances, and regulations which in any manner affect the performance of the services by CanAm, and will be responsible for the compliance of CanAm's services with all applicable laws, ordinances and regulations. 27. GOVERNING LAW 27.1. This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. The parties irrevocably attorn to the jurisdiction of the courts in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue to any other county. 28. COUNTERPARTS 28.1. 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. 29. ENTIRE AGREEMENT 29.1. 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. In the event of a conflict, the terms of Exhibit D (IT Addendum) shall take precedence over the terms of this Agreement. 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. April 29, 2025 Item #1 Page 228 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 30. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 2025. Can/Am Technologies Inc, a Colorado corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) City Manager (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Faviola Medina Director of Constituent & Clerk Services (print name/title) APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney April 29, 2025 Item #1 Page 229 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit A Licensed Teller Interfaces and Users License Description Quantity Monthly Base Amount Teller Standard License Teller Standard License Package: Production instance of Teller Test instance of Teller 5 Named User Licenses Credit Processing Interface Unlimited read-only users Hosting and Support Services 1 $2,543 Additional Named Users @ $39.20/month/user. Future Named Users are $60/month/user. Named User Licenses (total: 95 user licenses) 90 $3,528 Business System Interfaces at $196/month/interface. Future Business System Interfaces are $275/month/interface. Workday A/R, Energov Permitting, Sprypoint, SirsiDynix 4 $784 End of Day Payment Import Interfaces @ $98/interface. Future End of Day Payment Import Interfaces are $165/month/interface. Civic Rec and Sprypoint Online import 2 $196 Image Cash Letter License / Check Recognition License Image Cash Letter with Wells Fargo and up to 50,000 annual check scans 1 $970 Revenue Submission Up to 8 departments 1 $392 Teller Online Workday A/R, Energov, TOT form, Fire Incident Form 4 $1,005 Monthly Total Pricing based on annual payment $9,418 April 29, 2025 Item #1 Page 230 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Annual Software as a Service Fees License and all other fees are in US dollars and exclude any applicable taxes. Time Period Fee Year 1 $113,016 Year 2 $117,537 Year 3 $122,238 Year 4 $127,128 Year 5 $132,213 Year 6 $137,501 Year 7 $143,001 Year 8 $148,721 Year 9 $154,670 Year 10 $160,857 Professional Services* All rates are in US dollars and exclude any applicable taxes. Service Rate Professional Services Hours $220/hr * After year one, the Professional Services Hourly rate will be subject to an annual increase equal to 4% annually. Year two of the agreement will commence 18 months from the Effective Date or Go Live, whichever is sooner. If Go Live occurs within 12 months of the Effective Date, year two will commence 12 months from the Effective Date. 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, as an amendment to this agreement, and henceforth included in the annual invoice. April 29, 2025 Item #1 Page 231 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit B SaaS Service Level Agreement 1. OWNERSHIP OF DATA 1.1. Client will retain sole and complete, legal and beneficial ownership of its data stored in the Service. 1.2. CanAm Client data are solely restricted to the provision of services described in this 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, and CanAm will provide such data within a reasonable period of time, in native format. 2. OVERVIEW OF SAAS SERVICES 2.1. CanAm is committed to providing secure, reliable and dedicated SaaS Services to Client. For maximum protection and value to Client, CanAm will contract with AWS for provision of Services in the United States. 2.2. CanAm reserves the right to change providers to an alternate service providing comparable functionality, and meeting the standards in this document. 2.3. All SaaS services will be provisioned from data centers located within the United States. In return for Annual Software as a Service Fee, CanAm will configure the service with redundant storage across multiple zones for failover, all malware protection as required. Software used to provide the service will also be kept up-to-date with security patches, including third-party critical updates in a prompt manner after testing. Full data backups are performed to secure client data against loss. 3. AVAILABILITY COMMITMENT, ISSUE TRACKING, AND REMEDIES 3.1. While the SaaS 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 SaaS Services hosting site availability during CanAm business hours (6:00 am 6:00 pm Monday through Friday Mountain Time, excluding published CanAm holidays) for 99.9% uptime or better in a calendar month. Credits may be claimed only against loss of SaaS Services during CanAm business hours. 3.2. If CanAm during regular Client business hours fails to provide SaaS Services availability, as defined below, in any given calendar month, CanAm will issue a credit towards future SaaS Service Fees in accordance with the following schedule: SaaS Services Site Availability Credit Percentage (of monthly fee) 99.9% to 100% 0% 98.0% to 99.8% 2.5% 97.0% to 97.9% 5% 95.0% to 96.9% 7.5% 90.0% to 95.0% 25% Below 90.0% 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 (as defined below) minutes). Credits will be applied to the next billing cycle. April 29, 2025 Item #1 Page 232 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 3.4. The total amount credited to Client for any given month under this SaaS Services 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 SaaS Services caused by: Scheduled Maintenance Time allocated for scheduled monthly maintenance, Emergency Outage, or critical updates of servers and other CanAm in the calculation of SaaS Services availability described in Section 3.2 of this SaaS Services SLA. Maintenance will be scheduled for outside of Client Business hours specified in Section 3.1 of this SaaS Service 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. Client Equipment Client is solely responsible for maintaining all Client equipment not at the SaaS 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 SaaS 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 SaaS 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 SaaS Services in breach of the terms and conditions of this SaaS Services SLA. Emergency Outage - Unavailability of SaaS due to CanAm or hosting provider response to critical Force Majeure April 29, 2025 Item #1 Page 233 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 ©2024 Can/Am Technologies, Inc. Exhibit C: Statement of Work City of Carlsbad, CA Teller Implementation Project April 29, 2025 Item #1 Page 234 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 2 of 15 Overview the City of Carlsbad, CA Can/Am Technologies . The SOW describes the scope and pricing of services and hardware for the Teller implementation project. This Project has a fixed-price cost of $207,755 for professional services, $16,025 in estimated travel costs and $11,555 in hardware costs which are itemized in this document for a total not exceed amount of $235,335. SaaS Licensing costs are specified in the Teller SaaS Agreement. Professional Services costs are fixed costs and payable as per the Payment Milestones section in this document. The schedule will be discussed with the Client project team at the Project Kick-off meeting before a final schedule is established and will be contingent on several factors including Client staff availability and re- sources. April 29, 2025 Item #1 Page 235 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 3 of 15 Contact Information Can/Am Technologies President: Joshua Langemann Direct Phone: 303-847-4684 E-mail: joshua@canamtechnologies.com Can/Am Technologies Director of Implementations: Noah Ardron Direct Phone: 720-577-5180 E-mail: noah@canamtechnologies.com Teller Project Manager: Ben Schweitzer Direct Phone: 720-577-5331 E-mail: ben.schweitzer@canamtechnologies.com Can/Am Technologies Information: Mailing Address: 1819 Denver West Dr, Suite 225 Lakewood, CO 80401 Telephone: 1-844-583-5537 toll-free April 29, 2025 Item #1 Page 236 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 4 of 15 Scope of Work The implementation project includes project planning, project management and project administration services to execute the Project successfully within the stated timelines and budget. The scope includes the project kickoff, Teller setup/configuration, development/testing of all integrations, standard report- ing, training, and UAT/Go-live support. The stated Target Month will be determined by CanAm and the Client and may be adjusted once an approved project timeline is completed. Scope of Services Target Month Activity Description Acceptance Criteria A.2 Project Pre- Planning Preliminary planning, team ramp-up, and kickoff scheduling/project alignment. Kickoff scheduled. 1 Kickoff Meet- ing, Teller Analysis Work- shops, and Configuration 2 days of onsite or remote configuration analysis, including: Teller Kickoff meeting with implementa- tion team members to provide project overview and demonstration of Teller. Analysis workshops for configuration of Teller software for baseline Teller depart- ment. IT workshop for coordination of deploy- ment, hosting, and IT requirements for equipment. Project planning. CanAm has completed workshops and shared the resulting initial decision documentation. CanAm will coordinate pro- ject plan tasks and activities with the client, Workday implementation, and utility billing project teams. 2 Interface Workshops 2 days of onsite or remote interface analysis, in- cluding: Workday A/R (Bi-Directional) Workday Financials Energov Permitting (Bi-Directional) SpryPoint Utility Billing (Bi-Directional) Sirsi-Dynix (Bi-Directional) Energov Redirect TO Civic Rec (Payment Import) Sprypoint (Payment Import) InvoiceCloud Credit Integration Wells Fargo ICL During these workshops, CanAm will provide as- sistance to the Client, clarifying what API specifi- cations, database connections, and/or example files that CanAM may need from the Client or the associated business application. CanAm has completed workshops and shared the initial resulting decisions and interface requirements. April 29, 2025 Item #1 Page 237 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 5 of 15 2/3/4 Interface Re- quirements Interface specifications for all third-party inter- faces including: Workday A/R (Bi-Directional) Workday Financials Energov Permitting (Bi-Directional) SpryPoint Utility Billing (Bi-Directional) Sirsi-Dynix (Bi-Directional) Energov Redirect TO Civic Rec (Payment Import) Sprypoint Online (Payment Import) InvoiceCloud Credit Integration (Bi-Direc- tional) Wells Fargo ICL CanAm has delivered and Client accepts finalized In- terface Requirements docu- ments based on infor- mation gathered with Client on each interface. 5 Teller Configu- ration Completion of initial Teller Configuration and Setup for baseline Department based on Work- shops. CanAm has performed ini- tial Teller configuration available to Client in Test environment and provided and Client accepts the Teller Configuration Spreadsheet and Analysis Decisions Doc- ument. 5 Revenue Sub- mission Con- figuration Completion of initial Revenue Submission configu- ration. CanAm has performed ini- tial Revenue Submission configuration available to Client in Test environment and Client successfully com- pletes UAT and accepts con- figuration. 6 Interface Con- figuration Configuration of Teller interfaces to: Workday A/R Workday Financials CanAm has demonstrated working integrations in Cli- ent Test environment and Client successfully com- pletes UAT and accepts con- figuration. 7 Interface De- velopment Development of new Teller interfaces to: Sprypoint Utility Billing (Bi-Directional) CanAm has demonstrated working integrations in Cli- ent Test environment and Client successfully com- pletes UAT and accepts con- figuration. 8 Interface De- velopment Development of new Teller interfaces to: Sirsi-Dynix (Bi-Directional) CanAm has demonstrated working integrations in Cli- ent Test environment. April 29, 2025 Item #1 Page 238 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 6 of 15 9 Interface Con- figuration Configuration of Teller interfaces to: InvoiceCloud Credit Integration Energov (Bi-Directional) CanAm has demonstrated working integrations in Cli- ent Test environment and Client successfully com- pletes UAT and accepts con- figuration. 10 Interface Con- figuration Configuration of Teller interfaces to: Civic Rec Payment Import Sprypoint Payment Import CanAm has demonstrated working integrations in Cli- ent Test environment and Client successfully com- pletes UAT and accepts con- figuration. 11 Teller Online Configuration Completion of initial Teller Online configuration. Energov Redirect Workday A/R TOT Form (No Workflow) Fire Incident Form (No Workflow) CanAm has performed ini- tial online configuration available to Client in Test environment. 12 System Inte- gration Testing System Integration Testing with Client systems and all interfaces and configuration in place. CanAm has demonstrated all integrations in Client Test environment. 13 Training Delivery of final configuration for 7 Departments. Training preparation and 2-days of onsite or re- mote delivery of setup and training sessions: 1. Teller Usage training (Train the Trainer) 2. Teller Administrator training (Train the Trainer) 3. Revenue Submission Training (Train the Trainer) 4. Teller Online Administration Training Training sessions completed including remedial sessions as needed. 13 UAT ing. Client-led End-User Training. CanAm provides baseline UAT scripts based on CanAm shops and configuration. Client modifies UAT scripts based on internal business processes. Client successfully com- pletes UAT and accepts con- figuration. CanAm has documented all issues identified and re- solved any High or Critical priority issues raised during agreed-upon UAT period and Client accepts resolu- tion. April 29, 2025 Item #1 Page 239 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 7 of 15 14 Go Live Provision Teller Production environment. Provide 2 days of onsite or remote go-live support by a Teller technician. 1-week Post-Go Live Support by Implementation team or until any critical or high priority issues re- main unresolved. Transition to Teller Client Care for ongoing sup- port. Teller is utilized in Produc- tion by Client for two weeks with all in-scope functions operational and any High or Critical priority issues re- solved in Production to Cli- Monthly Project Man- agement Monthly Services Plan and oversee all aspects of the Teller imple- goals on time and within budget. Estimated at 14 months. CanAm will provide monthly project status documents to ager. Estimated Travel Costs Item Description Estimated Total Travel (4 trips) Actual costs billed monthly as incurred in each month $16,025 April 29, 2025 Item #1 Page 240 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 8 of 15 Payment Milestones Invoices will be sent upon completion of milestone deliverables per the schedule below. Hardware and travel will be billed on separate invoices. NOTE: The following planned activities/deliverables are dependent on vendor availability and Client needs. Mutually agreed changes can be made without a formal Change Request, as necessary. Month Planned Activities/Deliverables Notes Amount A.1 Contract Execution 15% of services upon contract execution. $31,100 A.2 Project Pre-Planning Pre-Planning and Kickoff Align- ment. $20,800 1 On-site Kickoff Meeting, Teller Analysis Workshops Deliverable Completed Teller Analysis Decisions Worksheet $6,100 1 Month 1 Project Management PM, Status Meetings, Team En- gagement $5,000 2 On-site Interface Workshops, Interface Requirements Deliverable Initial require- ments findings documents $6,100 2 Month 2 Project Management PM, Status Meetings, Team En- gagement $5,000 3 Interface Requirements Workday A/R (Bi-Directional) Workday Financials Energov Permitting (Bi-Direc- tional) SpryPoint Utility Billing (Bi-Di- rectional) Sirsi-Dynix (Bi-Directional) Deliverable Completed Inter- face Requirements Documents delivered and approved by City. $6,100 3 Month 3 Project Management PM, Status Meetings, Team En- gagement $5,000 4 Interface Requirements Energov Redirect TO Civic Rec (Payment Import) Sprypoint Online (Payment Im- port) InvoiceCloud Credit Integra- tion Wells Fargo ICL Deliverable Completed Inter- face Requirements Documents delivered and approved by City. $6,100 April 29, 2025 Item #1 Page 241 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 9 of 15 4 Month 4 Project Management PM, Status Meetings, Team En- gagement $5,000 5 Teller Configuration, Revenue Submis- sion Configuration Deliverable Completion of configuration of baseline de- partment. Initial configuration of Revenue Submission. $6,100 5 Month 5 Project Management PM, Status Meetings, Team En- gagement $5,000 6 Interface Configuration Progress Pay- ment 1 Workday A/R Workday Financials Deliverable Interface Configu- ration is in progress based off the approved requirements documents $6,100 6 Month 6 Project Management PM, Status Meetings, Team En- gagement $5,000 7 Interface Development Progress Pay- ment 1 Sprypoint Utility Billing (Bi-Di- rectional) Deliverable Interface develop- ment is in progress based off the approved requirements documents $6,100 7 Month 7 Project Management PM, Status Meetings, Team En- gagement $5,000 8 Interface Development Sirsi-Dynix (Bi-Directional) Deliverable Can/Am has demonstrated working integra- tions in test environment for Sirsi-Dynix and Sprypoint. $6,100 8 Month 8 Project Management PM, Status Meetings, Team En- gagement $5,000 9 Interface Configuration Progress Pay- ment 2 Energov (Bi-Directional) Invoice Cloud Credit Deliverable Interface Configu- ration is in progress based off the approved requirements documents $6,100 9 Month 9 Project Management PM, Status Meetings, Team En- gagement $5,000 10 Interface Configuration Civic Rec Payment Import Sprypoint Payment Import Deliverable Can/Am has demonstrated working pay- ment imports in the test envi- ronment. $6,100 10 Month 10 Project Management PM, Status Meetings, Team En- gagement $5,000 11 Teller Online Configuration Energov Redirect Workday A/R TOT Form (No Workflow) Deliverable Can/Am has per- formed initial configuration for Teller Online demonstrated working integrations in test en- vironment $6,100 April 29, 2025 Item #1 Page 242 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 10 of 15 Fire Incident Form (No Work- flow) 11 Month 11 Project Management PM, Status Meetings, Team En- gagement $5,000 12 System Integration Testing Client Sign Off Deliverable - CanAm has demonstrated all integrations in Client Test environment. $6,100 12 Month 12 Project Management PM, Status Meetings, Team En- gagement $5,000 13 Training, User Acceptance Testing Sign Off Deliverable Final configura- tion of Teller systems complete, on-site or remote training com- plete including delivery of training materials, Can/Am has documented all identified issues and resolved critical pri- ority issues. $6,100 13 Month 13 Project Management PM, Status Meetings, Team En- gagement $5,000 14 Go Live Acceptance Final Payment is due when Teller is utilized in production with all in-scope functions oper- ational and critical priority is- sues resolved. $6,555 14 Month 14 Project Management PM, Status Meetings, Team En- gagement $5,000 $207,755 Total for Services $207,755 Travel Invoiced as incurred $16,025 Equipment Invoiced upon order $11,555 Total one-time implementation costs $235,504 Deliverable Notes Amount Pricing Terms All quoted pricing is in US dollars and exclusive of any applicable taxes. All invoices are based on Net 30 payment terms. April 29, 2025 Item #1 Page 243 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 11 of 15 Hardware Options Equipment prices are provided based on current rates, and subject to change due to changing hardware costs. All equipment will be ordered within 90 days of contract execution. Item Model Unit Price Quantity Total Receipt Printer Epson TM-M30/USB/Thermal Printer $312 14 $4,368 Check Scanner Digital Check CheXpress CX30 $454 14 $6,356 Cash Drawer APG Series 4000 Electronic Cash Drawer with Multi-Pro interface cable $328 0 $0 Credit/Debit Device Ingenico Lane 5000 USB credit/debit PINPad with cables $768 0 $0 Total Equipment 28 $10,724 Hardware Sales Tax $831.11 Total Equipment Cost $11,555,11 April 29, 2025 Item #1 Page 244 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 12 of 15 Assumptions All deliverables are provided on a Fixed Price basis. 15% of services are billed upon contract signing. No data conversion of cashiering data is anticipated in this project or included in the scope. Usage training is on a existing and future staff on Teller. It is assumed that Can/Am will provide one set of training with key Client staff and trainers, who will perform end-user training for each area. Statement of Work is based on the assumption of a single Teller implementation cycle. Configuration milestones assume CanAm will implement/assist in implementation of seven departments. Any additional departments will be configured by Client or will be additions to scope. Bi-Directional interfaces scoped within Interface Configuration Activities assume the usage of pre-existing Teller integration capabilities with the specified systems/solutions. Any new functionality requests/requirements will be evaluated and may constitute additions to scope. Online Payment and Credit Processing functionality assumes that Client will contract with a single Teller-integrated credit/e-pay provider for electronic payment processing and online bill payment. Image Cash Letter integration is based on an interface to Wells Fargo Bank and assumes that Wells Fargo The CanAm Project Manager will coordinate the project with the Client, in conjunction with the project team implementing the Workday and Sprypoint solutions. The travel and accommodation costs necessary to deliver the scope of this effort described in this document are estimated and will be billed based on actual travel costs per the Can/Am Travel Policy. Public health concerns may require a combination of remote and on-site implementation. CanAm will provide baseline UAT scripts based on the analysis workshops and configuration. April 29, 2025 Item #1 Page 245 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 13 of 15 Client Responsibilities Provide available current cashiering process documentation, including copies of any forms or receipts used. Provide mandatory cash management controls required. Provide list of items for sale with applicable price & account strings. Identify and provide subject matter experts to collaborate with CanAm. Attend analysis, demonstration, and training sessions. Using the baseline UAT scripts provided by CanAm, develop acceptance testing scenarios and plans. Provide training to end users prior to go live. Acquire and set up all POS hardware and Credit Terminals (Through CanAm if desired). Client staff will be available when required. Delays caused by lack of access may impact cost and schedule. For all business application interfaces, obtain and provide the Teller implementation team with all API specifications and/or database connections and/or example files as well as a dev/test environment suitable for development of the interfaces. Where a test environment is not available, Client will provide a technical resource that will provide sample input data and validation of all output batch files. During interface workshops, CanAm will provide assistance to the Client, clarifying what API specifications, database connections, and/or example files that CanAm may need from the Client or the associated business application. April 29, 2025 Item #1 Page 246 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 14 of 15 UAT and Change Management UAT Acceptance The process of UAT acceptance allows the project teams and other project stakeholders to confidently move the project forward to Go Live knowing that key deliverables have been completed to the satisfac- tion of both parties. Upon completion of all deliverables and delivery of the complete system into the Client Testing Environ- ment, Client will conduct User Acceptance Testing based on test plans that the Client develops. CanAm will support Client in this process. Within 2 weeks of start of testing, Client will deliver to CanAm a list of all issues the High or Critical of which must be resolved prior to go live, if any. Once the issues have been resolved, Client will test and either approve for Go Live or provide an additional list of items to resolve. This process will be documented with an Issues Log to enable tracking of issues and approval of results. Change Requests Scope management is a joint responsibility of the CanAm Project Manager and the Client Project Manager. The project team naturally plays a significant role in the management of scope and ultimately the success of the project. The change control process is initiated when CanAm and/or Client determine that a change is required to the current scope or schedule baseline at the time the change is identified. Changes to the project scope, schedule and costs will be documented and agreed to using Change Request forms executed by the Client Project Manager and the CanAm Project Manager and could potentially require an amendment to this Agreement. Change requests will be reviewed by both Parties within five (5) business days unless addi- tional time has been agreed to by both Parties. April 29, 2025 Item #1 Page 247 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 15 of 15 Warranty 1. CanAm represents and warrants that: a. it will perform the Services in a professional manner. This includes taking in good faith all reasonable measures to achieve the results described in the Statement of Work; b. the Deliverables created by CanAm in connection with this Agreement will conform to the terms and specifications provided herein; c. it will not unreasonably delay deliverables beyond the estimated completion months set forth above, and it will immediately inform Client of any delays; d. it has the full power and authority to enter into this Agreement, to carry out the obliga- tions under this Agreement and to grant to Client the rights granted hereunder. 2. Unless otherwise directed by Client, CanAm will commence the Services at the time specified in the Statement of Work or as otherwise agreed by the Parties. Unless otherwise specified by Cli- ent, the Services will continue without interruption, and the Services will be completed, and the Deliverables will be provided within the time specified. Notwithstanding the foregoing, Client tions and that any dates or time periods relevant to the performance of this Agreement by omissions or failure to perform any of its obligations pursuant to this Agreement. 3. CanAm warrants the Services provided under this Agreement for a period of ninety (90) days after go-live. April 29, 2025 Item #1 Page 248 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Can/Am Technologies Inc. ntractor standard form agreement provided by the Contractor. Nevertheless, the parties agree that this Agreement as provided below: 1. Independent Contractor. In its performance under this Agreement, the Contractor and the agents and employees of Contractor act and will act in an independent capacity and not as an agent or employee of the City. 2. Inapplicable Terms. Because the City cannot accept certain standard clauses that may appear in the Agreement as a matter of law and policy, the Contractor agrees that no provision described below which appears in the Agreement shall be of any force and effect against the City: a. Requiring the City to obtain or maintain any form of insurance. b. Renewing or extending the Agreement beyond its initial term or duration other than by mutual agreement of the parties. c. Requiring or stating that the terms of this Agreement, or the terms of the Contractor , shall prevail over the terms of this addendum in the event of conflict. d. Requiring the City to indemnify, defend, or hold the Contractor harmless against claims of any kind or nature. e. Requiring the application of laws other than California law in interpreting or enforcing the Agreement, including this addendum, or requiring or permitting litigation arising under the Agreement in the courts of any state other than California, nor any venue other than San Diego County. f. Requiring the City to pay liquidated damages, indirect, special, punitive, incidental or consequential damages, including without limitation lost profits, lost revenue, lost business opportunities, loss of data, interruption of business, regardless of the theory of liability, even if City has been advised of the possibility of such damages. g. Requiring the City to pay any type of contract termination fee. h. Limiting the liability of the Contractor for actual damage to City property or for personal injury. i. Disclaiming negligence in violation of public policy. j. Permitting unilateral modification of this Agreement by the Contractor or deeming the City to agree to a modification by means other than affirmatively signing a modification April 29, 2025 Item #1 Page 249 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 to the Agreement. k. Requiring the City to engage in binding arbitration. l. Obligating the City to pay court costs, costs of collection, or fees. m. Requiring the City to withhold information from the public contrary to the requirements of the California Public Records Act (CA Government Code § 6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). n. Requiring City to provide notice prior to disclosure of government records subject to California Public Records Act (CA Government Code § 6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). o. Imposing interest on late payments or requiring interest to be paid on disputed amounts. p. written notice to Contractor. 3. Technology Terms and Conditions. In addition, the Agreement is hereby amended to include the following Information Technology Terms and Conditions: a. Sensitive Information. In instances where any agreement, purchase order, or Scope of exchanged, Contractor shall provide an independently certified System and Organization Controls (SOC) 2 Type 2 Audit Report or a SOC Cybersecurity Report or equivalent certification for all parties to the Agreement and annual updates during the term of the Agreement, upon written request. b. Data Location and Ownership. The Contractor shall provide its services to the City and its end users solely from data centers in the continental United States. Storage of City Data at rest shall be located solely in data centers in the United States. Contractor will notify the City of any plans to relocate its hosted services to another data center. Contractor shall not allow personnel or subcontractors to store City Data on portable devices, including personal computers, except for devises that are used and kept only at its U.S. data centers. The Contractor shall permit its personnel and subcontractors to access City Data remotely only as required to provide technical user support or other customer support. The City will own all right, title and interest in City Data that is related to the services provided by this Agreement. c. Data Protection. Contractor shall ensure there is no inappropriate or unauthorized use of City Data at any time. To this end, Contractor shall safeguard the confidentiality, integrity, and availability of City Data within its control using security technologies and techniques in accordance with standard industry practices for such data. In no event may action or inaction result in any situation that is less secure than the security Contractor provides for its own systems and data. d. Data Breach Responsibilities. This section only applies when there is a breach of City Data within the possession or control of Contractor. Contractor shall: (1) promptly notify City within 24 hours or sooner by telephone, unless shorter time is required by applicable law, if it confirms that there has been a data breach or if Client proactively April 29, 2025 Item #1 Page 250 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 asks if there has been a data breach; (2) cooperate with the City as reasonably requested by the City to investigate and resolve the data breach and provide daily updates; (3) quarantine the data breach and ensure secure access to City Data; (4) promptly implement necessary remedial measures; and (5) document responsive actions taken related to the data breach. e. Background Checks. As permitted or required by law, the Contractor shall conduct criminal background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the Agreement who have been convicted of any crime of dishonesty, including but not limited to criminal fraud, or otherwise convicted of any felony or any misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. The Contractor shall promote and maintain an awareness of importance of securing Contractor f. Information Technology Access. All electronic and information technology procured through this Agreement must meet the applicable accessibility standards of Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) as amended and is viewable at http://www.section508.gov. Further, the Contractor assures the City that the Contractor complies with the American with Disabilities Act of 1990 (42 US.C. 12101 et seq.), including the Department of Justice final rule revising the regulation implementing title II of the Americans with Disabilities Act to establish specific requirements, including the adoption of specific technical standards, for making accessible the services, programs, and activities offered by State and local government which becomes effective June 24, 2024 (89 FR 31320.). And in accordance with California Government Code Section 7405(b), the Contractor shall have the ongoing obligation to promptly respond to and resolve any complaint regarding accessibility that is brought to the attention of the Contractor. satisfaction of this requirement is to provide, upon request, a VPAT report describing areas of compliance. g. Patent, Copyright and Trade Secret Indemnity. To the fullest extent permitted by law, Contractor will indemnify, defend, and hold harmless the City, its officers, elected and appointed officials, employees, and volunteers from any and all third-party claims, costs damages, and losses for infringement or violation of any U.S. Intellectual Property Right by Teller Services provided by this Agreement. i. Teller or any part thereof become, or in reasonable opinion be likely to become, the subject of a claim for infringement of a third party intellectual property right, then Contractor shall, at its sole option and expense: (i) procure for City the right to use and access the infringing or potentially infringing item(s) of Teller Infringing Item modify the Infringing Item with a non-infringing substitute otherwise materially complying with the functionality of the replaced item; or (iii) if neither of the foregoing is reasonably practicable, terminate the right to use and access the Infringing Item and refund a prorated amount of any amount April 29, 2025 Item #1 Page 251 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 already paid. However, in the event Contractor exercises option (iii), Contractor shall provide Customer with ninety (90) days of use and access to the Infringing Item prior to termination. h. Warranty. Contractor warrants that Teller and the appliable Services (1) will substantially conform to the requirements of the Agreement; (2) will be free of material defects and will be performed with professional care and skill; (3) will be free, at the time of delivery, of harmful code (e.g., computer viruses, worms, trap doors, time bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or cause damage to, computers, data, or software; (4) will not infringe or violate any U.S. Intellectual Property Right; and (5) if software, perform in accordance with the software license and accompanying manuals and other printed documents. Further, to the extent Contractor is legally able to do so, Contractor warrants it will pass through any applicable third-party warranties to the City and will reasonably cooperate in enforcing them. i. Cyber Liability Insurance. At all times during the performance of work under this Agreement and for sixty (60) months following the date of Agreement termination, the Contractor will carry and maintain, at its own expense, Cyber Liability insurance with limits of not less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. 4. Limitation on Liability to Contractor for any cause whatsoever arising out of or relating to this Agreement, and regardless of the theory of liability shall be limited to the total fees paid or payable by City to Contractor for the twelve- month period immediately preceding the date the cause of action arose. The existence of more than one claim shall not expand such limit. This limitation will apply notwithstanding any failure of any essential purpose of any limited remedy. April 29, 2025 Item #1 Page 252 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBRWVDADDLINSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY April 29, 2025 Item #1 Page 253 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 254 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 255 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 256 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 257 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 258 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 259 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 260 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 261 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 262 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 263 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 264 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 265 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 266 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 267 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 268 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 269 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 270 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 271 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 272 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 273 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 274 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 275 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 276 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 277 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 278 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 279 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 280 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit 4 RESOLUTION NO. 2025-092 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH EUNA SOLUTIONS, INC. FOR THE IMPLEMENTATION SERVICES AND SOFTWARE AS A SERVICE FOR THE QUESTICA BUDGET SOLUTION IN AN AMOUNT NOT TO EXCEED $1,363,258 OVER A TEN-YEAR PERIOD WHEREAS, the City Council of the City of Carlsbad, California, has determined that it is in the best interest of the city to replace its core suite of applications used for human resources, finance, cashiering, and utility billing (“Core Systems Modernization”); and WHEREAS, the existing human capital management, finance, cashiering, and utility billing systems have reached the end of their typical lifespans and are in need of replacement; and WHEREAS, the Information Technology Department solicited proposals from firms interested in and qualified to design, implement and support off-the-shelf human capital management, financial, cashiering, and utility billing systems; and WHEREAS, staff selected Euna Solutions, Inc. as the system vendor for the Questica financial budgeting solution following a formal proposal process; and WHEREAS, Euna Solutions, Inc. has negotiated an agreement for implementation services and software as a service for the Questica budget application for a not to exceed amount of $1,363,258 over a ten-year period; and WHEREAS, the Carlsbad Municipal Code 3.28.060 – Procurement of Professional Services and Services requires the City Council’s approval for the procurement of professional services or services that cost more than $100,000 per agreement year; and WHEREAS, a Strategic Digital Transformation Investment Program (SDTIP) project was approved in fiscal year 2022-23 and budget is available for the implementation and first two years of maintenance of the Core Systems Modernization applications; and WHERAS, the budget for years 3 through 10 will be included in the city’s annual operating budgeting process; and WHEREAS, the City Manager will have the authority to execute the Euna Solutions, Inc. agreement for implementation services and software as a service in an amount not to exceed $1,363,258. April 29, 2025 Item #1 Page 281 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1.That the above recitations are true and correct. 2.The proposed action is not a “project” as defined by California Environmental Quality Act Section 21065 and CEQA Guidelines Section 15378(a) and does not require environmental review under CEQA Guidelines Section 15060(c)(2) because the action is limited to the execution of various agreements for the implementation and annual subscription or maintenance services of information technology applications. The action has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment. 3.That the Euna Solutions, Inc. agreement (Attachment A) for implementation services and software as a service is hereby approved, and the City Manager is hereby authorized to execute all required documents on behalf of the City. 4.That the total for implementation services and software as a service with Euna Solutions, Inc. shall not exceed $1,363,258 for the ten-year agreement. 5.That the funding for the first two years of the agreement is budgeted in the SDTIP project. 6.That the funding for years 3 through 10 will be included as part of the Information Technology Department Operating Fund’s annual budget request process. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 29th day of April, 2025, by the following vote, to wit: AYES: Blackburn, Bhat-Patel, Acosta, Burkholder, Shin. NAYS: None. ABSTAIN: None. ABSENT: None. ______________________________________ KEITH BLACKBURN, Mayor ______________________________________ SHERRY FREISINGER, City Clerk (SEAL) April 29, 2025 Item #1 Page 282 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 1 SAAS AND SERVICES AGREEMENT This SAAS and Services Agreement, including all documents referenced and incorporated below and the Order Form which by this reference is incorporated herein (collectively, this Agreement dated as of _____________________ (the Effective Date ), is by and between Euna Solutions, Inc., a Delaware corporation (referred to as Licensor EUNA City of Carlsbad Customer ). EUNA and Party Parties 1. Definitions. a.Aggregated Statistics SAAS Offering that is used by EUNA in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the SAAS Offering. b.Authorized User agents (i) who are authorized by Customer to access and use the SAAS Offering under the rights granted to Customer pursuant to this Agreement, and (ii) for whom access to the SAAS Offering has been purchased hereunder. c. Confidential Information any information relating to a Disclosing Party (as defined in Section 9), its business, technology, suppliers, licensors, resellers, distributors, customers, and third parties to whom the Disclosing Party has an obligation of confidentiality, or otherwise would be known to be confidential or proprietary by a reasonable person. d.Customer Data other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the SAAS Offering or Professional Services, as applicable. e. Deliverable all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the EUNA in the course of performing the Professional Services or providing the SAAS Offering, including any items identified in Exhibits A and B. f. Documentation the applicable training, informational or support videos and documentation relating to (i) the use of and access to the SAAS Offering and (ii) any error corrections, bug fixes, enhancements, improvements, new releases, maintenance releases and updates thereto, provided by EUNA to Customer in any format. g.Fees Exhibit A. h.Intellectual Property Rights (i) all United States and foreign patents, patent applications, and certificates of invention, and all continuations, continuations in part, extensions, renewals, divisions, re-issues and re-examinations relating thereto; (ii) all moral rights and copyrights in any work of authorship or other work recognized by applicable Law, including all copyright registrations issued by the United States Register of Copyrights and applications Attachment A April 29, 2025 Item #1 Page 283 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 5/1/2025 2 therefor, together with any renewal or extension thereof, or by similar authority in any other jurisdiction, and all rights deriving therefrom; (iii) all, whether registered or unregistered, trademarks, service marks, domain names, trade names and trade dress, and all goodwill relating thereto; (iv) all rights in all trade secrets, know-how, and confidential information; and (v) other intellectual property rights protectible under any Laws or international conventions throughout the world, and in each case including the right to apply for registrations, certificates, or renewals with respect thereto and the right to prosecute, enforce, obtain damages relating to, settle or release any past, present, or future infringement or misappropriation thereof. i. all applicable laws (including those arising under common law), statutes, codes, rules, regulations, reporting or licensing requirements, ordinances and other pronouncements having the effect of law in the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision, including those promulgated, interpreted or enforced by any governmental or regulatory authority. j. Order Form Agreement. k. Public Facing Software Customer to members of the general public. l. SAAS IP and the Documentation. For the avoidance of doubt, SAAS IP includes proprietary data structures, database schemas, metadata, Aggregated Statistics and any information, data, or other content derived from EUNA SAAS IP but does not include Customer Data. m. SAAS Offering -as-a-service offering, including any integrated platform offering, as set out in the applicable Order Form. n. Professional Services the services set out in the applicable Order Form and any associated statement of work attached or referenced in the Order Form (Exhibit A) and Statement of Work (Exhibit B), . o. Term 1.a. p. Third-Party Products -party products described in the applicable Order Form provided with or incorporated into the SAAS Offering. 2. Professional Services. with all other terms and conditions of this Agreement, EUNA shall provide to Customer the Professional Services in accordance with Exhibits A and B. 3. Software Subscription. a. Provision of Access compliance with all other terms and conditions of this Agreement, EUNA hereby grants Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 22) right to access and use the SAAS Offering during the Term, solely for use by Authorized Users in EUNA shall provide to Customer the necessary information to allow Customer to access the SAAS Offering. The total number of Authorized Users will not exceed the number set forth in the April 29, 2025 Item #1 Page 284 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 3 applicable Order Form, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder. b. Public Facing Software. Notwithstanding the definition of Authorized Users, Customer is permitted to provide access to its constituents that are solely utilizing public facing functionalities of the SAAS Offering that do not otherwise require a specific license from EUNA. c. Documentation License. Subject to and compliance with the terms and conditions of this Agreement, EUNA hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 22) business purposes in connection with its use of the SAAS Offering. d. Optional Features. EUNA shall provide all extensions, enhancements, and other changes, which are logical improvements to the SAAS Offering and to which EUNA makes generally available on a commercial basis, without charge, to other licensees of the EUNA SAAS Offering. Updates do not include any new software products that are then made generally available on a commercial basis as separate, price-listed options or additions to the SAAS Offering nor do they include any Professional Services that may be required for implementation. e. Use Restrictions. Customer shall not use the SAAS Offering for any purposes beyond the scope of the access granted in this Agreement or the applicable Order Form. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the SAAS Offering or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the SAAS Offering or Documentation to a third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the SAAS Offering, in whole or in part; (iv) remove any proprietary notices from the SAAS Offering or Documentation; or (v) use the SAAS Offering or Documentation in any manner or for any purpose that causes such SAAS Offering or Documentation to infringe, misappropriate, or otherwise violate any Intellectual Property Right or other right of any person, or that violates any applicable Law. f. Suspension. Notwithstanding anything to the contrary in this Agreement, EUNA may SAAS Offering if: (i) EUNA reasonably determines that (A) there is a threat or attack on any of the SAAS SAAS IP disrupts or poses a security risk to the SAAS IP or to any other customer or vendor of EUNA; (C) Customer or any Authorized User is using the SAAS IP for fraudulent or illegal activities; (D) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) EUNA he SAAS Offering to Customer or any Authorized User is prohibited by applicable Law; (ii) any vendor of EUNA has suspended or terminated EUNA -party services or products not owned, operated, or controlled by EUNA required to enable Customer to access or use the SAAS Offering each a (Service Suspension EUNA shall use commercially reasonable efforts to resume providing access to the SAAS Offering as soon as reasonably possible after the event giving rise to the Service Suspension is investigated, contained, remediated, and cured. EUNA will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. April 29, 2025 Item #1 Page 285 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 4 g. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, EUNA SAAS Offering and collect and compile Aggregated Statistics. As between EUNA and Customer, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by EUNA. Customer acknowledges that EUNA may compile Aggregated Statistics based on Customer Data input into the SAAS Offering. Customer agrees that EUNA may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law. EUNA agrees to process Customer Data available in accordance with EUNA https://eunasolutions.com/privacy-policy/. EUNA may update its privacy policy from time to time and such updated privacy policy will be effective and applicable upon posting. 4. Customer Obligations. a. For Professional Services. In connection with the Professional Services, Customer shall: (i) cooperate with EUNA in its performance of the Professional Services and provide access to Customer s premises, employees, contractors, and equipment as required to enable EUNA to provide the Professional Services; (ii) provide Cooperation, as defined herein, and perform Customer facing milestones and Customer deliverables necessary to enable EUNA to continue to perform under the Order Form and Statement of Work; and (iii) take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in EUNA s provision of the Professional Services. b. For the SAAS Offering. In connection with the SAAS Offering: (i) Customer agrees to be responsible and liable for all uses of the SAAS Offering and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer agrees to be responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all SAAS Offering and shall cause Authorized Users to comply with such provisions. (ii) EUNA may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions. (iii) EUNA will use commercially reasonable efforts to implement the SAAS Offering. EUNA EUNA (collectively, Cooperation and operation of the SAAS Offering, and that EUNA shall not be liable for any deficiency, delay or failure in implementing or operating the SAAS Offering if hereunder. Cooperation will include designating a project manager to interface with EUNA during the April 29, 2025 Item #1 Page 286 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 5 course of EUNA or provision of the SAAS Offering. If Customer repeatedly fails to provide Cooperation, EUNA may terminate this Agreement in accordance with Section 10(b)(ii). 5. Fees and Expenses. a. Fees. Except for Fees that Customer has successfully disputed, Customer shall pay the Fees without offset or deduction. Unless otherwise provided in the applicable Order Form, Customer shall pay the Fees in US dollars within thirty (30) days from the date of the applicable invoice. If Customer fails to make any payment when due, without limiting EUNA and remedies: if such failure continues for thirty (30) days or more, and in addition to all other remedies available under this Agreement or at law (which EUNA does not waive by the exercise of any rights hereunder), EUNA portion or all of the Professional Services and the SAAS Offering until such amounts are paid in full. b. Taxes. Fees do not include any taxes. Customer is exempt by Law from payment of State and local sales tax and federal excise tax. In the event that taxes are assessed by any governmental body on any Deliverable provided under this Agreement, in which Customer is not exempted from paying, EUNA shall have the option to terminate the Agreement in lieu of assessment of the taxes against EUNA, provided however that Customer shall have the option to pay EUNA all such tax amounts which have been properly invoiced, at Customer avoid termination of this Agreement. Customer shall provide EUNA with a valid tax exemption certificate upon request. 6. Service Levels and Support. a. Service Levels. Subject to and conditioned upon compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to make the SAAS Offering available in accordance with the service levels set out in the provided Service Level Metrics for Cloud-based Services in a Production Environment (Exhibit D)Service Level Policy b. Support. compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to provide the support services described in the Exhibit D Support Services Policy c. Updates. EUNA reserves the right to modify the Exhibit D from time to time upon written agreement of each party.. EUNA designated support contacts. Customer acknowledges and agrees that, as between Customer and EUNA, Customer shall be solely responsible to provide any and all support to all other third parties. Unless otherwise stated in the Exhibit D, EUNA shall not have any obligation to provide support services to any third parties. 7. Representations, Limited Warranties, and Disclaimer. a. Representations. Each Party hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; and (ii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is bound or any obligation of such Party. April 29, 2025 Item #1 Page 287 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 6 b. Warranties for Professional Services. EUNA warrants that it will perform the Professional Services: (i) in accordance with the terms and subject to the conditions set out in the respective Statement of Work or Order Form and this Agreement; (ii) using personnel of commercially reasonable skill, experience, and qualifications; and (iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. c. Warranties for the SAAS Offering. EUNA warrants that during the Term, the SAAS Offering will conform in all material respects to the Documentation when accessed and used in accordance with the Documentation. EUNA does not make any warranties, representations or guarantees regarding uptime or availability of the SAAS Offering except to the extent specifically included in the applicable Service Level Policy. THE FOREGOING WARRANTIES, REPRESENTATIONS AND GUARANTEES DO NOT APPLY AND EUNA STRICTLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR ANY FAILURE IN PERFORMANCE CAUSED BY THIRD-PARTY PRODUCTS. d. Remedies. EUNA s sole and exclusive liability and Customer s sole and exclusive remedy for breach of the warranties, representations and guarantees in this Agreement shall be as follows: (i) EUNA shall use reasonable commercial efforts to promptly cure any such breach; provided, that if EUNA cannot cure such breach within thirty (30) days after Customer s written notice of such breach, Customer may, at its option, terminate this Agreement by serving written notice of termination. (ii) , representations and guarantees shall be the re-performance of the relevant Professional Services free of charge to the extent the breach was caused solely by EUNA. The foregoing remedy shall not be available unless Customer provides written notice of such breach (which notice reasonably describes the breach and the deficiencies identified by Customer) within thirty (30) days after delivery of such Professional Service or Deliverable to Customer. (iii) For any such breach involving a failure to meet the commitments in the Service Level Policy, remedies set forth in the Service Level Policy. e. Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION OF THE AGREEMENT, THE PROFESSIONAL SERVICES, DELIVERABLES, SAAS OFFERING AND EUNA IP ARE HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EUNA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION, EUNA MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND THAT THE April 29, 2025 Item #1 Page 288 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 7 PROFESSIONAL SERVICES, DELIVERABLES, EUNA IP, OR ANY PRODUCTS OR , AN AUTHORIZED INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER PROFESSIONAL, ACCURATE, COMPLETE, OR ERROR FREE. 8. Intellectual Property. a. Deliverables. All Intellectual Property Rights in and to the Deliverables except for any Confidential Information of Customer shall be owned by EUNA. If any derivative work is created by Customer from the SaaS Offering EUNA shall own all right, title and interest in and to such derivative work. b. SAAS IP and Documentation. Customer acknowledges that, as between Customer and EUNA, EUNA owns all right, title, and interest, including all Intellectual Property Rights, in and to the SAAS IP and Documentation and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Products. c. Customer Data. EUNA acknowledges that, as between EUNA and Customer, Customer either (i) owns all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Data, or (ii) has a valid license with the right to sublicense the Customer Data to EUNA as provided herein. Customer hereby grants to EUNA a non-exclusive, royalty- free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for EUNA to provide the SAAS Offering to Customer, and a non-exclusive, perpetual, irrevocable, royalty- free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Customer represents, warrants and agrees that: (A) it will comply with applicable Law, including the Laws of the territories and jurisdictions from which any Customer Data is obtained or pertains, in collecting, using, disclosing, transmitting and in soliciting the transmission of Customer Data into or with the SAAS Offering as contemplated under this Agreement; (B) prior to transmitting (or soliciting the transmission of) any Customer Data to EUNA through the SAAS Offering, Customer shall have all applicable consents and approvals required for the transmission of such Customer Data to EUNA; and (C) , disclosure and other processing of Customer Data in accordance with this Agreement will not cause EUNA or any of its vendors to violate any applicable Law or infringe the rights of any individual or third party. d. Passwords. Customer is responsible for the confidentiality and use of its passwords, other credentials, and account, and in no event shall EUNA be liable for any loss of information of Customer or other claims arising from unauthorized access to the SAAS Offering as a result of the failure by Customer to protect the confidentiality of its passwords, other credentials or account. e. Prohibited Information. Except as necessary to utilize the SAAS Offering, Customer shall not transmit, disclose or otherwise provide (or cause or allow to be transmitted or provided to EUNA): (i) health information, medical information, health insurance card information, policy identification numbers, or any other information that would cause EUNA to be classified as a the Health Insurance Portability and Accountability Act of 1996, as amended or similar designation under other Laws, (ii) information that causes ENUA April 29, 2025 Item #1 Page 289 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 8 to be subject to any Laws beyond those Laws generally applicable to all cloud service providers, (iii) security passwords or credentials, and/or (iv) data revealing race, ethnicity, political opinions, religion, sexual orientation, or philosophical beliefs or any other information identified under applicable L information,private or like designation (collectively, Prohibited Information . If Customer transmits or provides to EUNA any Prohibited Information, EUNA shall have no liability or obligation whatsoever with respect to such Prohibited Information or Customer Data provided to EUNA. f. Feedback. If Customer or any of its employees or contractors provides, sends or transmits any communications or materials to EUNA by mail, email, telephone, or otherwise, suggesting or recommending changes to the SAAS Offering, Documentation, Software, Professional Services, or any of EUNA Intellectual Property Rights, including without limitation, the SAAS IP and new features or functionality relating thereto, or any comments, Feedback EUNA is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns and agrees to assign to EUNA, and will cause its employees, contractors and/or agents to assign to EUNA, all right, title, and interest in and to the Feedback, including all Intellectual Property Rights in the Feedback, to EUNA without further consideration. EUNA is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although EUNA is not required to use any Feedback. g. Reservation of Rights. EUNA reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Professional Services or SAAS IP. 9. Confidentiality. a. Generally. From time to time during the Term, either Party (as the Disclosing Party ) may disclose or make available to the other Party (as the Receiving Party ) Confidential Information. Confidential Information shall at all times remain the property of the Disclosing Party. The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party s Confidential Information with at least the same degree of care as the Receiving Party protects its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) except as permitted in this Agreement, not disclose any such Confidential Information to any person or entity, except to the Receiving Party s representatives who need to know the Confidential Information to assist the Receiving Party, act on its behalf, or to exercise its rights or perform its obligations under this Agreement. The obligations in this section do not apply to Confidential Information that: (i) is or becomes generally available to the public other than as a result of the n a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; developed by the Receiving Party without using any Confidential Information of the Disclosing Party; or is information subject to disclosure under the California Public Records Act (California April 29, 2025 Item #1 Page 290 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 9 Government Code § 6250 et seq.) or California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). b. Permitted Disclosures. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required to Agreement, including to make required court filings. If a Receiving Party is faced with judicial or governmental action to disclose Confidential Information of the Disclosing Party, the Receiving Party must, if legally permissible, notify the Disclosing Party forthwith. Further, EUNA acknowledges and understands that Customer only has ten (10) calendar days to respond to a Public Records Act request. If EUNA seeks a protective order or other appropriate remedy, it is obligated to comply with its statutory duties and will proceed accordingly. EUNA agrees that this Agreement, SOW, amendments, and any other exhibits or attachments are public records, and Client will not provide written notice prior to disclosure. c. Destruction. On the expiration or termination of the Agreement, the Receiving Party shall promptly destroy all copies possession or control and upon request certify in writing to the Disclosing Party that such Confidential Information has been destroyed, provided, however, that a Receiving Party may retain Confidential Information relevant to any pending or threatened litigation or governmental investigation and EUNA may retain in accordance with its information retention policies and Section 15.a, below. d. Irreparable Harm. Each Party acknowledges that Confidential Information may constitute unique, valuable, proprietary and trade secret information of the Disclosing Party, and that unauthorized disclosure thereof by the Receiving Party may cause irreparable injury to the Disclosing Party. Accordingly, each Party acknowledges and agrees that monetary damages may not be adequate in the event of a default of this Article 9 and, therefore, that the Disclosing Party may be entitled to injunctive or other affirmative relief, without such constituting an election of remedies, and that the Disclosing Party will not be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Article 9, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. e. Duration. -disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the termination date or for as long as , whichever is later; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable Law), such obligations of non- disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable Law. April 29, 2025 Item #1 Page 291 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 10 10. Term, Termination, and Survival. a. Term Term this Agreement and will continue for the applicable term listed in such Order Form or until terminated by either Party in accordance with this Agreement. b. User Subscriptions. All user subscriptions in an Order Form shall automatically renew for additional one-year at the end of the then current subscription term listed on the Order Form, unless the Customer gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term. For clarity, this Agreement is not subject to automatic renewals and this Agreement cannot exceed the Term listed in the Order Form. c. Termination for Convenience. Customer may terminate this Agreement without cause by giving sixty (60) days advance written notice to EUNA of its election to terminate this Agreement pursuant to this provision. d. Termination for Cause. In addition to any other express termination right set forth in this Agreement: (i) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or (ii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. e. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, EUNA will immediately cease providing any Professional Services and Customer shall immediately discontinue use of the SAAS Offering. No expiration or termination will affect termination or entitle Customer to any refund . f. Non-Appropriation. In the event Customer is not granted an appropriation of funds at any time during the Term, Customer shall have the right to terminate this Agreement on the last day of the fiscal period for which appropriations were received without penalty or expense to Customer, except as to the portion of the payments for which fund shall have been appropriated and budgeted. At least thirty (3 certify in writing that funds have not been appropriated for the next fiscal period. g. Survival. Sections 3.g, 4, 5, 7, 8, 9, 10, 11, 12, and 14-34 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement. April 29, 2025 Item #1 Page 292 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 11 11. Indemnification. a. EUNA Indemnification. (i) EUNA SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS CUSTOMER FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, COSTS (INCLUDING REASONABLE LOSSES FROM ANY THIRD-THIRD-PARTY CLAIM THE SAAS OFFERING OR PROFESSIONAL SERVICES, OR ANY USE OF THE SAAS OFFERING OR PROFESSIONAL SERVICES IN ACCORDANCE WITH THIS AGREEMENT, RIGHTS, PROVIDED THAT CUSTOMER PROMPTLY NOTIFIES EUNA IN WRITING OF SUCH THIRD-PARTY CLAIM, COOPERATES WITH EUNA , AND ALLOWS EUNA SOLE AUTHORITY TO CONTROL THE DEFENSE AND SETTLEMENT OF SUCH THIRD- PARTY CLAIM. (ii) If a Third-Party Claim is made or appears possible, Customer agrees to permit EUNA, at EUNA the SAAS Offering or Professional Services or component or part thereof, to make it non-infringing but otherwise does not materially alter the Service, (B) obtain the right for Customer to continue use, or (C) terminate the Agreement and provide a pro rata refund to Customer. (iii) This Section will not apply to the extent that the alleged infringement arises from: (A) use of the SAAS Offering or Professional Services in combination with data, software, hardware, equipment, or technology not provided by EUNA or authorized by EUNA in writing; (B) modifications to the SAAS Offering or Professional Services not made by EUNA; or (C) Customer Data; or (D) Third-Party Products. b. Sole Remedy. THIS SECTION SETS FORTH SOLE REMEDIES OR ALLEGED CLAIMS THAT THE PROFESSIONAL SERVICES OR SAAS OFFERING INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. c. FURTHER, EUNA SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS CUSTOMER FROM AND AGAINST ANY AND ALL LOSSES INCURRED BY CUSTOMER AS A RESULT OF A THIRD-PARTY CLAIM GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, PROVIDED THAT, IF APPLICABLE, CUSTOMER PROMPTLY NOTIFIES EUNA IN WRITING OF ANY THIRD- ALLOWS EUNA SOLE AUTHORITY TO CONTROL THE DEFENSE AND SETTLEMENT OF ANY THIRD-PARTY CLAIM. FOR CLARITY AND NOT EXCLUSIVELY, THE FOLLOWING WILL BE CONSIDERED DIRECT DAMAGES: (1) AMOUNTS PAID TO AFFECTED THIRD PARTIES AS DAMAGES OR SETTLEMENTS IN RESPONSE TO CLAIMS ARISING FROM A BREACH TO THE AGREEMENT TERMS; (2) AMOUNTS PAID FOR FINES AND PENALTIES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ARISING FROM THE BREACH; AND (3) REASONABLE LEGAL FEES, TO DEFEND AGAINST THIRD-PARTY CLAIMS ARISING FROM THE BREACH. April 29, 2025 Item #1 Page 293 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 12 12. Limitation of Liability. a. NOTWITHSTANDING OBLIGATIONS SET FORTH IN SECTION 11 (INDEMNIFICATION), IN NO EVENT SHALL EUNA BE LIABLE TO CUSTOMER FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT EUNA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. b. EXCEPT FOR OBLIGATIONS SET FORTH IN SECTION 11 (INDEMNIFICATION), IN NO EVENT SHALL EUNAS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO EUNA PURSUANT TO THE APPLICABLE ORDER FORM IN THE THIRTY-SIX (36) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. c. UNDER NO CIRCUMSTANCES SHALL EUNA HAVE ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OF ANY CUSTOMER DATA THAT IS INPUTTED INTO THE SAAS OFFERING. 13. Press Release. During the Term, EUNA may list Customer as a customer of EUNA, and Customer grants EUNA a non-exclusive, royalty-free, worldwide license to use any trademarks, service marks, or trade names of Customer in order to display such marks on EUNA website, but EUNA will remove any reference to Customer upon request. 14. Information Security. Each Party will maintain reasonable administrative, technical and physical safeguards which are consistent with industry standards to protect the security, confidentiality and integrity of, and to protect against threats or hazards to the integrity of, and the unlawful, intentional, unauthorized or accidental destruction, loss, alteration, theft, misappropriation, disclosure, access or use of the other , Intellectual Property, and, (i) in the case of EUNA, the Customer Data, and (ii) in the case of Customer, the SAAS IP. 15. Export of Data. a. Customer Data. Upon termination, cancellation, expiration, or other conclusion of this Agreement, EUNA shall implement an orderly return of Customer data in a CSV or another mutually agreeable format at a time agreed to by the parties. Once the Customer acknowledges receipt, EUNA shall have no obligation to maintain or provide any Customer data and shall thereafter, unless legally prohibited, promptly delete all Customer data in its systems or otherwise in its possession or under its control. Customer acknowledges that as part of a commercially reasonable backup strategy, EUNA does maintain long term archival backups that may continue to contain Customer Data after termination of this Agreement. EUNA agrees not to utilize such archival backups for the specific purpose of accessing Customer Data after termination of this Agreement, unless specifically authorized to do so by Customer. April 29, 2025 Item #1 Page 294 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 13 b. Data Extraction. During the Term of this Agreement, Customer may utilize the standard functionality of the SAAS Offering for its intended purpose, including the ability to download data and copies of documents loaded into or generated by the SAAS Offering. Customer shall have the right to retain a copy of all downloaded documents. During the Term of and within thirty (30) days following termination of this Agreement, Customer may request EUNA to provide consulting services to Customer in order to perform a custom extract of Customer data from the SAAS Offering. EUNA will provide the requested consulting services for an hourly rate set forth in the Order Form or Statement of Work. Custom data extracts will be provided electronically in a text delimited flat file format (or other mutually acceptable format) and will be scrubbed of all EUNA proprietary data structures. Customer and EUNA will work together to determine a list of the specific data elements to be provided, at which point EUNA will provide an estimate of the time required to extract the data. Once the estimate has been provided, if Customer wishes EUNA to proceed with the data extract, Customer will make a mobilization payment of fifty percent (50%) of the estimated amount to EUNA. After receipt of this payment, EUNA will then have thirty (30) days to deliver the data extracts to Customer. Customer shall have thirty (30) days upon receipt of the data to review for acceptance. Upon acceptance, EUNA will provide Customer with a final accounting of hours and Customer shall be responsible for payment of the additional consulting fees. 16. Authorized Reseller Status; Option to Purchase Affiliate Products. GTY Technology Holdings multiple other SaaS companies (such may vary during the Term, but generally include, but are not limited to, software-as-a-service technology for the procurement and vendor supplier sourcing industry, digital services and payment technology through a software-as-a-service platform, software solutions for grants management and indirect cost reimbursement and related implementation and consulting services, software tools to streamline permitting and licensing services, and additional web- based budgeting preparation, performance, management and data visual As of the Effective Date, Affiliates include CityBase Inc., and Euna Solutions Inc. in Canada. In addition to the products and services that are the subject of this Agreement, Customer has the option to purchase from either Euna, as an authorized reseller, or Affiliates, the Affiliate Products on same terms of the Agreement. Notwithstanding the foregoing, Customer understands that different order forms, statement of work(s), and product specific service level agreements may apply. Customer will be provided the 17. Entire Agreement. This Agreement, including and together with any Order Form referencing this SAAS and Services Agreement, and any Statements of Work, policies, IT Addendum and other documents referenced and incorporated herein or in any Order Form, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Order Form, the Order Form followed by the Service Level Policy shall supersede and control. To the extent the Order Form links to legal terms other than this SAAS and Services Agreement or a Statement of Work, those terms shall not apply. 18. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its address in Exhibit A (or to such other address that the receiving Party may designate from time to time in accordance with this Section). For Notices to EUNA, legal@eunasolutions.com shall be sent a courtesy email notification. Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise April 29, 2025 Item #1 Page 295 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 14 provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section. The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Title IT Director Title See above Section 18 Dept IT Address CITY OF CARLSBAD Address 1635 Faraday Ave Phone Carlsbad, CA 92008 Email Phone 442.339.2454 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 19. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 20. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. For clarity, Customer processes changes to an SOW or purchases of additional products or services as an amendment to the Agreement for records management purposes. In the event EUNA uses Change Orders or Order Forms to process these types of changes, the Parties agree that in this context, Amendment, Change Orders, or Order Forms are used interchangeably. EUNA agrees and understands that Customer will create an amendment and will include the applicable Change Order or Order Form (if applicable) as an exhibit to process any applicable payments due to EUNA and memorialize changes to the SOW and/or purchases. 21. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 22. Assignment. Neither Party shall assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Customer of any of its obligations under this Agreement. Notwithstanding the foregoing, EUNA may assign this Agreement and any of its rights or delegate any of its obligations to any April 29, 2025 Item #1 Page 296 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 15 affiliate, subsidiary, or to any person acquiring all or substantially all of EUNA s assets without Customer s consent under the same terms and conditions of this Agreement. 23. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns. 24. Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by EUNA shall be under its own control, Customer being interested only in the results thereof. EUNA shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Professional Services and the provision of the SAAS Offering. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Professional Services or the provision of the SAAS Offering. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. 25. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 26. Choice of Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the Laws of the State of California, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of California, United States of America. 27. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the courts of the State of California, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the courts in San Diego County, State of California. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 28. Export Regulation. Customer shall comply with all applicable Laws, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the SAAS Offering or any Customer Data outside the US. 29. WAIVER OF JURY TRIAL. [INTENTIONALLY OMITTED] 30. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. April 29, 2025 Item #1 Page 297 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 16 31. Force Majeure. Force Majeure Events reasonable control, including without limitation acts of nature, labor disputes, the stability or availability of the Internet or a portion thereof, actions by a governmental authority (such as a moratorium on any activities related to this Agreement or changes in Laws), telecommunication or Internet network failures or brown-outs, failures or unavailability of third party systems, networks or software, flood, earthquake, fire, lightning, epidemics, war, acts of terrorism, riots, civil disturbances, sabotage, and power grid failures. Neither Party shall be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from Force Majeure Events. The Party affected by the Force Majeure Event will promptly notify the other Party and will resume performance when the Force Majeure Event is no longer effective and the impact has been remediated. If performance by EUNA does not resume within 30 calendar days, Customer may terminate this Agreement and EUNA will only be paid for services rendered up to the termination date. 32. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. 33. Government Use. 02. If the SAAS Offering or Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202- in the foregoing will AAS Offering and Documentation are limited to those expressly granted in Section 3. 34. Compliance with Laws. Notwithstanding any clause to the contrary, EUNA will at all times keep fully informed, observe and comply with all laws, ordinances, and regulations which in any manner affect the performance of the services, and will be responsible for the compliance of EUNA's services with all applicable laws, ordinances and regulations. [signature page follows] April 29, 2025 Item #1 Page 298 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 17 The Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. EUNA SOLUTIONS, INC., a Delaware corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) City Manager (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Faviola Medina Director of Constituent & Clerk Services (print name/title) APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney April 29, 2025 Item #1 Page 299 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 18 EXHIBIT A Initial Order Form Questica Budget Price Quote Quotation ID#: City of Carlsbad CA 05212024 Description Qty Total Questica Budget Framework All Modules Operating License Seats Unlimited Personnel Planning & Budgeting License Seats Unlimited Capital License Seats Unlimited Unlimited Read-Only Licenses Included Performance Measures Included Allocations Included Statistical Ledger OpenBook Transparency Included Included Budget Book Studio Included Questica Year 1 Software Subscription (including software, maintenance, support and hosting) $107,143.00 Professional Services (Per Statement of Work) Planning & Analysis Included Consulting Included Installation Included Data Load & Verify Included Accounting Integration Included Customizations Included Training Included Project Management Included Single Sign On Included Total Questica Professional Services (one-time fee): $210,975.00 GRAND TOTAL (Year 1) $318,118.00 April 29, 2025 Item #1 Page 300 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 19 Quotation ID#: City of Carlsbad CA - 01082025 Pricing valid through: July 7th, 2025 Questica annual subscription is based on an initial five (5)-year term, with the option for five (5) additional one (1) year extensions Questica will apply a 2% inflationary increase beginning in year 3 Questica Annual fees o Year 1 is $ $318,118.00 (SaaS and Professional Services) o Year 2 is $107,143.00 o Year 3 is $109,285.86 (includes 2% increase) o Year 4 is $111,471.58 (includes 2% increase) o Year 5 is $113,701.01 (includes 2% increase) o Year 6 is $115,975.03 (includes 2% increase) o Year 7 is $118,294.53 (includes 2% increase) o Year 8 is $120,660.42 (includes 2% increase) o Year 9 is $123,073.63 (includes 2% increase) o Year 10 is $125,535.10 (includes 2% increase) o Total 10 Year contract is $1,363,258.16 Above pricing in US Dollars Terms of Payment: o Software: 100% upon Contract Effective Date (Net 30 from receiving an invoice) SaaS renewal period to begin, on the anniversary date of budget implementation kickoff, and annually in advance for future years o Professional Services: 20% due Net 30 from receiving an invoice after budget implementation kickoff 20% due Net 30 from receiving an invoice after historical Operating budget available for validation 20% due Net 30 from receiving an invoice after Operating actuals import integration configuration created & tested 20% due Net 30 from receiving an invoice after Personnel data available for validation 10% due Net 30 from receiving an invoice after historical Capital budget available for validation 10% due Net 30 from receiving an invoice after Go-live Notices: IT Director City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 April 29, 2025 Item #1 Page 301 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 20 EXHIBIT B STATEMENT OF WORK Statement of Work Questica Budget Implementation for City of Carlsbad CA Revision History Rev. Date Authors Notes/Changes 1 1. General 1.1. Shared Responsibility Questica and The Customer agree that the implementation of Questica Budget is a shared responsibility, and that they will employ their best efforts to complete their agreed tasks on a timely basis. Neither Questica nor The Customer is expected to have resources available to mitigate timeframe slippage caused by the other party, and neither shall have an obligation to do so. Questica shall provide the professional service as defined in this Statement of Work, in a professional manner, consistent with industry standards. Unless otherwise agreed upon by both parties, or as the result of a delay on the part of Questica, the obligation to provide professional services to The Customer expires the earlier of: 1) completion of the services described in the SOW 2) 18 months from the effective date of the relevant Order Form 1.2. General Clarification Initial Data Load migration of data from The Customer's existing systems into Questica Budget. Where this initial data load is to be performed by Questica, the data shall be returned to Questica in Excel workbooks. Questica's Project Manager will provide blank workbooks for this purpose as an output of initial discovery meetings. These are adapted from standard templates to use The Customer's terminology and to incorporate all elements of The Customer's chart of accounts, other data entities, and columns within stica PM is not responsible for cleaning data, and will not repeatedly load data in order to repair issues and/or add missing information. The Customer can use the software's user interface or Questica Budget's Excel® export/import feature to further amend and maintain data, or to load data where this is a customer task. For example, where Questica's work to load prior year data may be limited to a specific number of years in order to reduce implementation cost, there is no system limit to the number of prior years that the customer can load using Excel® export/import. April 29, 2025 Item #1 Page 302 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 21 Data Model The Questica Budget system is a relational database built on a standard data model. Using the system's user interface, this data model may be enhanced to mirror The Customer's data structures, notably the chart of accounts that is unique to The Customer's institution. While all of the standard tables ('entities') must be retained, the following points are held to be true: -of-the-box entities may be ignored, or in some cases filled with place-holder data, if not useful; - for example Costing Centers (Operating) and Projects (Capital) roll up to a single Department, each in turn rolling up to a single Division; Category/Asset Type structures must be consistent across all years and across the modules (Operating, Personnel, Capital, Financial Statements, and Performance); (accommodation is made for other account types in the Financial Statements module); which do not follow accepted data principles (for example, re-using GL Accounts/Object Codes to mean different things to different Departments) can typically be accommodated but is not guaranteed and such accommodation can extend the import timeframe; Integrations Questica Budget and 3rd party systems. For each of the integrations in scope, Questica shall be responsible for: manage the integration, as well as the operational infrastructure required to manage the integration (e.g. FTP server). Questica does not offer services to build the 3rd party system end of integrations. The Customer is responsible for creating data sources and destinations within their 3rd party systems, either through their ch data sources and destinations may be database queries, delimited files, and/or web services. access to The Customer's other enterprise systems for a direct database-to-database integration. The most likely mode of integration will be exchange of formatted text (.CSV) files transmitted using secure FTP (SFTP or FTPS). Integration via web services may be possible where the 3rd party system provides a web services interface that provides/accepts data required by The Customer. It will be The Customer's responsibility to create or cause to be created the necessary file transfer mechanism on their side of the transfer; and to ensure that the 3rd party system's integration components are available, including web services where used. For all integrations in scope, the following are held to be true except where specifically listed as a customization: with pre-existing records. This key may be a single field value (e.g. Object Code) or a combination of multiple values (e.g. Position+Employee Number). An exception report is provided for data elements which cannot be thus matched. In the case of the Capital integrations this is particularly noteworthy: each record must include a unique project identifier (e.g. Project Number). April 29, 2025 Item #1 Page 303 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 22 and Questica shall accommodate reasonable requests for mapping chart fields to accommodate situations such as legacy account structures, the encoding and decoding of arbitrary structures and mappings (those which cannot be logically described) is not in-scope. combinations; which is to say that the list of funds, GL accounts, costing Active, and projects, etc in Workday are automatically updated from the general ledger or other external system into Questica. Updates will not be made from Questica to the chart of accounts in Workday. Statistical Actuals are required from multiple data sources, Questica will need to configure one integration for each data source and a single Statistical Actuals integration will be insufficient. sections of the budget except to choose a budget year, or in the case of Actuals imports the date range. since the last export. The entire budget is exported each time. A budget amendment export integration is required in order to export selected parts of the budget, such as changes since the last export. created, or export the batch of amendments since the last export, or import amendments from the general ledger system as read-only budget lines. Which of these options is used is a detail determined during the implementation, but each amendment integration will only work in one of these modes. Customizations Customizations include custom business rules, modifiers, user interface (grids, forms, etc.), non-standard integrations, hand- delivery of standard product functionality and services. 2. Statement of Work defined as follows: Entry Meaning In scope The task or function is within the statement of work to be undertaken by Questica professional services. There may be additional refinement of the scope. Customer task The task or function is not within the statement of work to be undertaken by Questica professional services, but will be undertaken by The Customer, with such help from Questica as is detailed in the item description. There may be additional information qualifying this. Not in scope The task or function is not within the statement of work to be undertaken by Questica professional services, nor will it be undertaken by The Customer. April 29, 2025 Item #1 Page 304 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 23 2.1. Questica Budget Configuration & Shared Components Functional Area Description Statement of Work Production System Hosting of the single production instance of the Questica Budget system. Note that in addition to the hosted production system, The Customer must provide user workstation environments as follows: browsers - Microsoft Edge, Firefox latest release, Chrome latest release; export/import feature is required, and/or saving reports as Excel is required); Word® 2007 or newer (if scheduled reporting and/or saving reports as Word is required); Report Builder installed (if self-serve report authoring is required from browsers other than Internet Explorer or Edge) - note that Microsoft have rebranded this "Power BI Report Builder". In scope As per hosting agreement. Sandbox System(s) Sandboxes are hosted for The Customer's development/test/QA/training needs. They are refreshed on demand by administrative users from within the application and are a clone of the production database. Integrations are not enabled by default and single sign-on (SSO) may need to be configured for sandboxes. Questica reserves the right to remove dormant sandboxes but these can be recreated by The Customer as needed. In scope:A single sandbox. RoSA (Read-only SQL Access) RoSA is an optional service giving The Customer's IT team read-only access to a password protected copy of the database. It uses Microsoft Azure geo- replication to replicate in near real-time, and is accessible using ODBC. Note: Questica is not able to add The Customer's own code or other objects (views, functions, stored procedures) to this database. Not in scope April 29, 2025 Item #1 Page 305 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 24 Project Management & Analysis Questica will assign an Implementation Manager behalf. The role and responsibility of the PM is to ensure that the product is implemented according to this Scope of Work and to carry out the tasks detailed in sub- Work. Limitations: - Weekly status meetings is the number of scheduled meetings for the purpose of status reporting that the Questica PM is obligated to attend/host. Exceeding this limit is at the discretion of Questica's PM. This does not limit his or her availability for ad-hoc contact as needed. - The scope includes overhead of project s are not on the part of Questica, additional project management and analysis beyond this limit may be billable at Questica's standard services rate. In scope with: - One weekly status meeting; - 40 weeks of project management and analysis contiguous from project kick-off, or until all other implementation services are delivered, whichever occurs first. April 29, 2025 Item #1 Page 306 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 25 Consulting Services - BPI Questica will facilitate a review of:- The budget process for both the operating and capital budgets;- The chart of accounts;- Personnel planning and budgeting;- Reporting requirements. This process will require the participation of stakeholders in group workshops and may include or one-on-one workshops. Budget ProcessEnd to end review, including high level descriptions of the tasks performed, the timing of these tasks, and dependencies. Questica will facilitate a design of the budget process as it relates to the Questica Budget system being implemented, seeking opportunities for improvement. This output will be documentation of:- Budget process stages;- What happens in each stage;- Input, outputs, and participants in each stage;- Stage permission requirements.Chart of AccountsDetermine the data model, including the COA, roll-ups (whether part of the GL or not), and other budgetary fields of data. Complete field mapping and prototyping in Questica Budget.Personnel BudgetingReview and refine personnel budgeting process and data. To include common personnel budget issues including vacant positions, overtime, benefits, allowances, and statutory deductions.Reporting RequirementsEnsure reporting is supported by the data model. Identify reports in three primary groups: those required for developing budget, those required for managing budget, and those dis (management and public. Reporting can be through traditional print reports, saved searches, dashboards, smart reports, and OpenBook.The customer will assume responsibility for maintaining all process documents after hand-off. In scope with:- Workshops, to a maximum of 2 half day sessions or equivalent;- Gap document describing Questica's understanding of gaps, options for filling the gaps, selected option (where one has been identified). April 29, 2025 Item #1 Page 307 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 26 Consulting Services - Change Management Questica will facilitate a change management process in relation to the implementation of Questica Budget. This process will require the participation of stakeholders in group workshops and may include or one-on-one workshops. A change management plan document will be produced based on the information gathered, containing: - What is changing; - Organizations impacted by the change; - Each organization's ability and willingness to change; - A training plan; - Strategies for dealing with the change. Note that the change management included in this item offer the benefit of Questica's experience in the domain of budget system implementation. It is not the enactment of, or replacement for, a comprehensive project of change management as may be required by the customer's PMO (project management office), or for a significant change beyond the introduction of a new system that approximates to current processes and procedures. In scope with: - Workshops, to a maximum of 2 half day workshop(s) or equivalent; - Change management plan; On-Site PM Visits Each on-site visit by Questica's PM, and other implementation staff (excluding training, see below) shall be a minimum of one day and no more than five consecutive business days within the same working week. Where more than one individual is on-site at the same time this is considered as multiple visits (one per individual attending).Meeting premises, facilities (including external internet access) and equipment are to be provided by The Customer. Costs associated with travel, board and lodging for on-site visits are payable by The Customer as per contract.All other work by the Questica lead(s) will be carried out off- site and contact will be via normal telecommunication channels. Not in scope Application-Level Security Determine how and when to use the various security levels available within Questica Budget, enter users and assign them to groups and roles. Customer task: Questica will assist with this task until administrators have received training in security configuration. Single Sign-On Configure Questica Budget to use The Customer's existing Windows, LDAP, CAS, Google, or SAML Authentication, for user logon. In scope: Configure production instance to use The Customer's SAML (Microsoft Entra ID aka Azure AD) Authentication for user logon. Questica is not April 29, 2025 Item #1 Page 308 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 27 responsible for software and configuration changes required to make it authenticate with non- standard implementations of authentication protocols. Import Configuration Import Master Configuration Data Configuration and data import of the following Questica Budget standard data structures, using data supplied by The Customer in Excel® workbooks provided by Questica: Accounts Accounts In scope Standard Reports Provision of Questica Budget's standard reports. These reports are provided as-is and may not fully address The Customer's specific reporting requirements. In scope Administrator Authored Reporting Questica Budget's reporting infrastructure allows users to create ad hoc views which can be used as datasets when using Report Builder 3.0 for administrator authored reporting; as the data source for dashboard widgets; and as part of the ad-hoc analytics interface. Each ad hoc view be one of Questica Budget's native data entities; a entities and presents it to the ad hoc view as a single entity ready to report on. In scope April 29, 2025 Item #1 Page 309 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 28 2.2. Operating Module The Questica Budget Operating module is included in this installation. Functional Area Description Statement of Work Import Costing Centers Configuration and data import of standard Questica Budget Operating data structures, using data supplied by The Customer in Excel® workbooks provided by Questica At a minimum, the files will contain the data necessary to: Centers (for each historical and current/future budget year to be loaded); Departments consistent with, and shared by, the Capital budget module; with Funds; In scope Import Initial Budget Import the current/future Operating budget from data import workbooks: account level ... by Costing Center. In scope: Questica will import the most recent budget with 1 years of future forecast data. Questica will repeat the import once, to accommodate a refresh prior to going live. Import Historic Budgets Import prior years' Operating budgets. All prior years must have a chart of account structure that is the same, or a subset of, the initial budget. Only the amended OR the approved budget will be imported in each of these prior years, but not both. In scope: Questica will import 2 prior years' budgets. Import Actuals Transactions Import Operating actuals transactions from data import workbooks. Customer task: The Customer can add their historical data manually, or using Questica Budget's Excel® export/import feature, or with an automated integration. Import Initial Statistical Budget Import the current/future Operating statistical budget from data import workbooks: statistical account level ... by Costing categorized. Customer task: The Customer will enter their statistical budget data using Questica Budget's user interface or Excel® export/import feature. April 29, 2025 Item #1 Page 310 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 29 Import Historic Statistical Budgets Import prior years' Operating statistical budgets. All prior years must have a statistical account structure that is the same, or a subset of, the initial budget. Only the amended OR the approved budget will be imported in each of these prior years, but not both. Customer task: The Customer can add their historical statistical budget data using Questica Budget's user interface or Excel® export/import feature. Import Statistical Actuals Transactions Import Operating statistical actuals transactions from data import workbooks. Customer task: The Customer can add their historical data manually, or using Questica Budget's Excel® export/import feature, or with an automated integration. Budget Export Automated facility to transfer the Operating module budget data from Questica Budget to The budget object/costing centre level when invoked by a user. Note that this scope item is in addition to the built- in budget export, which will create a CSV file using the configured account structure suitable for import into most general ledger systems. In scope: Questica will create no more than 1 point of integration for the approved operating budget. Amended Budget Export Automated facility to transfer individual approved amendments to the Operating module budget data, general ledger, or the other direction as required. This interface is required only in the case where The Customer requires the amended budget to be synchronized between the two systems and where the general ledger cannot be updated by re-running In scope: Questica will create no more than 1 point of integration for the operating budget amendments. Actuals Import Automated facility to transfer actual data from The Budget Operating module at a transaction level on a daily basis when automatically scheduled; and/or on demand. Note that this scope item is in addition to the built- in actuals import which is able to read a CSV file, provided it conforms to some simple formatting requirements and the configured account structure. In scope: Questica will create no more than 1 point of integration for the operating actual costs. Statistical Budget Export Automated facility to transfer the Operating statistical budget data from Questica Budget to a single target system at the approved budget object/costing centre level when invoked by a user. Not in scope April 29, 2025 Item #1 Page 311 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 30 Amended Statistical Budget Export Automated facility to transfer individual approved amendments to the Operating statistical budget data, from Questica Budget to a single target system, or the other direction as required. This interface is required only in the case where The Customer requires the amended budget to be synchronized between the two systems and where the 3rd party system cannot be updated by re- running the full export provided in the item in the Not in scope Statistical Actuals Import Automated facility to transfer actual data from a single source system to the Questica Budget Budget Operating statistics at a transaction level on a daily basis when automatically scheduled; and/or on demand. Not in scope 2.3. Personnel Planning & Budgeting Module The Questica Budget Personnel Planning & Budgeting module is included in this installation. Functional Area Description Statement of Work Configuration and data import of standard Questica Budget Personnel data structures, using data supplied by The Customer in Excel® workbooks provided by Questica. At a minimum, the files will contain the data necessary to: Create employees; For the purpose of the above, the definitions of positions, grades, grade steps, employees and modifiers shall be those found in the Questica Budget Personnel manual. The relationships between them shall be those currently supported by Questica Budget and described in the Questica Budget Manual. Import Positions & Employees Import from data import workbooks. In scope Import Grades & Scales Import from data import workbooks. In scope April 29, 2025 Item #1 Page 312 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 31 Create Benefits (Modifiers) personnel costs such as benefits, allowances, and insurance. Note that modifiers are not simple 2-dimensional data that can be represented in a spreadsheet. It is not possible to load modifiers in bulk from Excel® workbooks. Customer task: Questica will assist with this task until administrators have received training in modifier configuration. Import Position/Costing Center Allocations Import from data import workbooks. In scope Payroll Actuals Import Automated facility to transfer actual payroll transactions at the employee/position detail level Questica Budget Operating module; automatically scheduled, and/or on demand. This data may be used to replace existing GL Actuals with payroll detail or may be stored in a separate table. Notwithstanding items expressly referenced in the section of this Scope of Work; and/or other communications between Questica and The Customer to the contrary, standard limitations of this integration include, but are not limited to, the following points: one point of integration; import of sections of the budget within two date ranges, no other criteria will be available; all GL actuals in the personnel GL account category or be written to a custom entity created to store the payroll actuals, but not both. In scope: Questica will create no more than 1 point of integration for the payroll actuals. HR Data Sync. Automated facility to synchronize Personnel data or payroll system. This integration synchronizes: New, deleted, and updated employees; deleted, and updated positions; employee-position relationships; position-costing centre relationships. The integration of profiles (bargaining units), grades, steps, pay scales and benefits shall not be included section of this Scope of Work. Notwithstanding responses to Requests for Proposals or other communications between Questica and The Customer, the integration of custom chart field items is not included unless expressly set out in the In scope:Questica will create no more than one integration for Employees, one for Positions, and one for Position Allocations. April 29, 2025 Item #1 Page 313 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 32 2.4. Capital Module The Questica Budget Capital module is included in this installation. Functional Area Description Statement of Work Import Projects Configuration and data import of standard Questica Budget Operating data structures, using data supplied by The Customer in Excel® workbooks provided by Questica. At a minimum, the files will contain the data necessary to: historical budget is to be loaded); shared by, the Operating budget module; The configuration data may optionally contain data necessary to: In scope Import Initial Budget Import the current/future capital budget from data import workbooks: and Funds ... by Project. In scope: Questica will import the most recent budget with 5 years of future forecast data. Questica will repeat the import once, to accommodate a refresh prior to going live. Import Historic Budgets Import prior years' capital budgets. All prior years must have a chart of account structure that is the same, or a subset of, the initial budget. Only the amended OR the approved budget will be imported in each of these prior years, but not both. In scope: Questica will import 2 prior years' budgets. Import Actuals Transactions Import capital actuals transactions from data import workbooks. Customer task: The Customer can add their historical data manually, or using Questica Budget's Excel® export/import feature, or with an automated integration. Import Initial Statistical Budget Import the current/future capital statistical budget from data import workbooks:statistical budget line items at the statistical account level... by Project Customer task:The Customer will enter their statistical budget data using Questica Budget's user interface or Excel® export/import feature. April 29, 2025 Item #1 Page 314 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 33 Import Historic Statistical Budgets Import prior years' capital statistical budgets. All prior years must have a statistical account structure that is the same, or a subset of, the initial budget. Only the amended OR the approved budget will be imported in each of these prior years, but not both. Customer task: The Customer can add their historical statistical budget data using Questica Budget's user interface or Excel® export/import feature. Import Statistical Actuals Transactions Import capital statistical actuals transactions from data import workbooks. In scope: Questica will import 2 years of actual costs. The Customer can add older actuals manually or using Questica Budget's Excel® import feature if desired. Budget Export Automated facility to transfer the Capital module budget data from Questica Budget to The system at the approved budget object/costing centre level when invoked by a user. Note that this scope item is in addition to the built- in budget export, which will create a CSV file using the configured account structure suitable for import into most general ledger systems. In scope: Questica will create no more than 1 point of integration for the approved capital budget. Amended Budget Export Automated facility to transfer individual approved amendments to the Capital module budget data, general ledger or project system, or the other direction as required. This interface is required only in the case where The Customer requires the amended budget to be synchronized between the two systems and where the general ledger cannot be updated by re-running In scope: Questica will create no more than 1 point of integration for the capital project budget amendments. Actuals Import Automated facility to transfer actual data from The system to the Questica Budget Capital module at a transaction level on a daily basis when automatically scheduled; and/or on demand.Note that this scope item is in addition to the built-in actuals import which is able to read a CSV file, provided it conforms to some simple formatting requirements and the configured account structure. In scope:Questica will create no more than 1 point of integration for the capital project actuals. April 29, 2025 Item #1 Page 315 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 34 Statistical Budget Export Automated facility to transfer the Capital statistical budget data from Questica Budget to a single target system at the approved budget object/costing centre level when invoked by a user. Not in scope Amended Statistical Budget Export Automated facility to transfer individual approved amendments to the Capital statistical budget data, from Questica Budget to a single target system, or the other direction as required. This interface is required only in the case where The Customer requires the amended budget to be synchronized between the two systems and where the 3rd party system cannot be updated by re- running the full export provided in the item in the Not in scope Statistical Actuals Import Automated facility to transfer actual data from a single source system to the Questica Budget Capital statistics at a transaction level on a daily basis when automatically scheduled; and/or on demand. Not in scope 2.5. Reserved 2.6. Performance Measures The Questica Budget Performance Measures module is included in this installation. This section of the SoW relates only to the configuration of the system. Unless explicitly included as a consulting activity (above), it is The Customer's responsibilty to plan, design, and roll-out the performance measurement program(s). Functional Area Description Statement of Work Measure Categories and Units Configuration of Performance Measures Categories and Units, establishing those lookup values within the system. In scope:Questica will, with the help of The Customer, determine and configure the Performance Measures Categories and Units, establishing those lookup values within the system. April 29, 2025 Item #1 Page 316 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 35 Measures Configuration of the initial set of performance measures. In scope: Questica will import the initial set of performance measures, to a limit of 4 hours of consulting. Scorecards Configuration of the initial set of performance measurement scorecards, and including them on dashboards. In scope: Questica will, with the help of The Customer, create the initial set of scorecards, to a limit of 4 hours of consulting. Measure Actuals Import Automated facility to load actual data from The Questica Budget performance measures module on a scheduled basis; and/or on demand. Users can add measure actuals data not available through an automated interface through the user interface or using Excel® export/import. In scope: Questica will create no more than 1 point of integration for measure actuals (multiple sources may be appended to the same file in a single coherent format). 2.7. OpenBook and Budget Book Studio add-in. Functional Area Description Statement of Work System Administration General configuration of OpenBook Core to set the look-and-feel, captions, and add users. Customer task: As a customer task, The Customer will leverage Questica's training material and reasonable assistance of Questica's PM or consultant to understand the administration options. April 29, 2025 Item #1 Page 317 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 36 Configuration of Questica Budget Configure ad hoc views in Questica Budget as a convenient source of source of OpenBook Core data. In scope:Questica will, with the help of The Customer, configure up to 3 ad hoc views as a source of data for OpenBook Core. The Customer is able to configure as many additional ad hoc views as required. Configuration of OpenBook Core Visualizations The Customer is able to add multiple Each dataset is displayed according to a template selected from a library of visualization styles. The Customer is also able to add their own stories with In scope: A Questica consultant will assist in configuring OpenBook Core hours of consulting time (additional services can be purchased at Questica's standard hourly rate). Configuration of Budget Book Studio The Customer is able to add multiple budget books to their OpenBook site following their approval are built with a Customer defined layout of data tables, reports, paragraphs of text, images, charts, newcomers to OpenBook. funds, and departments. structures.(Note: Budget Book is not suitable for arbitrary data mapping, complex (re)calculation of values, and/or reporting of budget using roll-ups and segments other than those by which the budget is built and managed in Questica Budget.) Questica Budget. * requested changes to standard format. nce on completing tasks, including: o manual input of values deemed non- automatable; o insertion of unstructured data from files such as images, maps, award certificates, and charts; o sharing experience of layout and content options. configuration and content authoring assistance. * Where the source system is not Questica Budget, The Customer is responsible for providing clean, well organized data in CSV file for upload. In scope: A Questica consultant will assist in configuring the first budget book, over a period not exceeding 8 weeks to a limit of 40 hours of consulting time (additional services can be purchased at Questica's standard hourly rate). April 29, 2025 Item #1 Page 318 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 37 Content Authoring and Editorial Services Authoring text and generating image (photo, graphic, map, chart, etc.) content for budget book(s). Customer task Import from Questica Budget Connection of OpenBook to Questica Budget, through a shared API key, and the publication of ad hoc views for seamless import of data into OpenBook from Questica Budget. In scope Import from CSV Files Initial and ongoing population of datasets through the import of .CSV files. Customer task: As a customer task, The Customer will leverage Questica's training material and reasonable assistance of Questica's PM or consultant to load and configure datasets from CSV files. 2.8. Training Functional Area Description Statement of Work Online Resources Questica maintains a substantial library of online training courseware. Having signed-up with a valid Customer email address, all material is available to all users during and after the implementation. Training Approach Questica's standard training model is to train the trainers/advanced users within The Customer's organization in all implemented aspects of the application. Training scope, s training Questica's PM will field outstanding questions after the scheduled viewing. -up to a video or presentation of the entire course. April 29, 2025 Item #1 Page 319 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 38 Training Schedule Questica's PM will help determine at which point in the implementation the delivery of training is most appropriate. The Customer may prefer to receive some or all of their training in the early stages of the implementation, in the knowledge that such training will need to be carried out using a generic training database. Alternatively The Customer may choose to wait until the implementation is substantially complete in order to be trained on their own instance of Questica Budget. Having received train-the-trainer training, the Customer is responsible for training the end users, except where explicitly included in scope (below). Training Location * Note that this item relates only to location of training and does not confer training in addition to those items scoped below.On-Site Training:Is not included.Remote Training:All training provided by Questica will be delivered using web conferencing tools. Attendees are able to participate in the training from multiple locations using their own computer, or in a conference room with shared screen (their own computer is recommended). Audio is provided by telephone or the computer's own audio facilities. These sessions may be recorded upon request, with the unedited recording provided to The Customer for storage and dissemination using their own media repository. Instructional Videos/eLearning Courseware Instructional on-boarding videos tailored to The Customer's process (one per module) or full eLearning courseware (covering all modules) aimed at end-users. This material will show general system usage, and how to enter and query budgets. Not in scope Train-the-Trainer Training Sessions Training trainers, as well as advanced users and application administrators, in the modules, features, and processes implemented. Sessions may cover the following topics: anning Budgeting Module . Questica's PM will work with The Customer's project lead to ensure this training is focused where needed. Training for the following occur as part of their implementation process and is NOT part of this scope item: In scope: This scope of work includes up to 7 training sessions including preparation time. April 29, 2025 Item #1 Page 320 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 39 Train-the-User Training Sessions Training end-users to use the modules, features, and processes implemented. Customer task 2.9. Reserved 2.10. Reserved 2.11. Customizations 2.11.1. Custom Business Rules (CBRs), Modifiers, User Interface The following customizations are included within this Statement of Work: - Payroll Integration - Ability to extract year-to-date actual amount data from the Payroll module by employee position or group *** Notes: Requirement 94 - Payroll Integration - Ability to extract year-to-date actual amount data from the Payroll module by employee position or group - Payroll Integration - Ability to access data from the Payroll module to create what-if analysis for labor negotiation and budget preparation purposes (e.g., impact of a 5% pay increase) *** Notes: Requirement 95 - Payroll Integration - Ability to access data from the Payroll module to create what-if analysis for labor negotiation and budget preparation purposes (e.g., impact of a 5% pay increase) - Payroll Integration - Custom view to access data *** Notes: Requirement 95 - Payroll Integration - Custom view to access data - Integration - Grant Accounting - Ability to establish a budget for grants in the Grant Accounting module that will roll up to the main operating budget subtotals *** Notes: Requirement 97 - Integration - Grant Accounting - Ability to establish a budget for grants in the Grant Accounting module that will roll up to the main operating budget subtotals - Integration - Grant Accounting - Exporting grants budget data *** Notes: Requirement 97 - Integration - Grant Accounting - Exporting grants budget data - Integration - Fixed Assets - Ability to pull vehicle/asset replacement budgets based on the end-of-life date and replacement cost from the Fixed Assets module *** Notes: Requirement 98 - Integration - Fixed Assets - Ability to pull vehicle/asset replacement budgets based on the end-of-life date and replacement cost from the Fixed Assets module - Integration - Electronic Content Management System - Ability to integrate with Laserfiche *** Notes: Requirement 101 - Integration - Electronic Content Management System - Ability to integrate with Laserfiches CBR/Action: Requirement Integration - COA edits in ERP auto synch into Euna Budget *** Notes COA edits in ERP to auto synch into Euna Budget April 29, 2025 Item #1 Page 321 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 40 Customizations not listed here can be accommodated upon receipt and acceptance of a change order, which will include a specification and may include an estimate for the work to be charged on a time & materials basis at the applicable rate. 2.11.2. Custom Reports, Custom Ad Hoc Entities and Custom Dashboards This Statement of Work does not include the development of custom reports or ad hoc entities. Custom reporting and dashboard requirements not listed here can be accommodated upon receipt and acceptance of a change order, which will include a specification and may include an estimate for the work to be charged on a time & materials basis at the applicable rate. 2.11.3. Specifications Before Questica undertakes any customizations described herein, as well as integrations with other systems, and data imports, The Customer and Questica shall prepare and sign-off on the detailed 2.11.4. Change Orders Any changes to the agreed specifications, including changes requested by The Customer within the warranty period, shall be the subject of a new change order and the work to be carried out thereunder shall be separately quoted, agreed, and billed and shall not be included as part of this Statement of Work. 2.11.5. Warranty 3.0. Project Management 3.0.1. Questica Project Management Responsibilities 1.Coordinating the development of the project plan in consultation with The Customer project manager and team members. 2.Ensure the timely execution of Questica's deliverables. 3.Ensuring that members of The Customer team are sufficiently educated in the Questica Budget application understand the implications of initial design decisions. 4. 5.Providing regular progress status reports to the key team members. 6.Advising The Customer of the impact on the expected delivery dates of any Questica or Customer deliverable is advanced or delayed. 7.Tracking issues through an issue log. 8.Author and coordinate the approval of change order estimates, and the execution of the deliverables approved. 3.0.2. The Customer Project Management Responsibilities 1 Running The Customer's project according to The Customer's norms, standards, practices, and protocols. 2.Acting as primary communication point with the Questica PM. 3.Providing definitive responses to the Questica PM on all decision points. April 29, 2025 Item #1 Page 322 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 41 4.Ensuring the timely execution of The advising the Questica PM of expected completion dates. 5.Ensuring that implementation training material is reviewed in a timely manner. 6.Ensuring that change orders contain a full specification of the changes required. 7.Ensuring that customizations are fully specified and documented. 8.Ensuring that all Customer team members have a clear understanding of their responsibilities to the project. 9.Approving (sign-off) Questica deliverables. 3.0.3. Project Planning 1.The project plan will be prepared by the Questica project manager in consultation with The 2.The project planning phase will determine whether Questica Budget modules are to be implemented serially or in parallel and, if serially, the order of module implementation. 3.The implementation of each Questica Budget module will involve the following stages: a.An overview of, and training in, the module and the ways in which the module can be extended by configuration and customizations. b.A determination of how best to configure and, if necessary, customize the module to meet the objectives of The Customer. c.An overview of the advantages and, if present, disadvantages of the proposed configuration and customizations. d.Documentation of the agreed configuration and customizations. e.The preparation of data import templates consistent with the agreed configuration and customizations. f.The completion by The Customer of the data import templates. g.The import by Questica of the data import templates. h.Customer approval of the imported Questica Budget structures and data. i.The creation of custom report entities to support The Customer's reporting, where such reporting is not readily available within Questica Budget's natural data model. j.Training in the creation of (ad hoc) views, and ad hoc print reports using Microsoft Report Builder 3.0. k.Determination of custom reporting requirements that cannot be met by the standard reports and the use of the out-of-the-box ad hoc reporting features. l.The preparation of change orders and specification for any custom reports not detailed in this Statement of Work. m.The development by Questica of any required custom reports, whether detailed in this Statement of Work or added to the scope through a change order. n.The testing and acceptance of custom reports and report views. o.The deployment of custom reports and report views. p.The development of an integration strategy for updating the Questica Budget database with actual result data from the financial system and the passing of budget data into the financial system. q.The development by The Customer of the integration components (queries, intermediate tables, file output/input etc.) which are required to access actual data from the financial system/HR System and update the financial system with budget data. r.The development by Questica of: i.integration components which transform budget data prior to updating the financial system; ii.integration components which transform actual result data prior to updating the Questica Budget database; April 29, 2025 Item #1 Page 323 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 42 iii. integration components required to initiate the execution of integrations. s. The deployment of all integration components. t. The testing and acceptance by The Customer of the integration components. 4. Customer Resources 1. The requirement for Customer resources is variable with: a. The duration of the project. b. The degree of internal Customer consultation. c. The level of internal Customer agreement. d. The number of customizations. e. The familiarity of Customer staff with their General Ledger, ERP, HR, and other 3rd party systems. April 29, 2025 Item #1 Page 324 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 43 EXHIBIT C HOSTING, MAINTENANCE, TECHNICAL SUPPORT SERVICES (A) Hosting Services. EUNA shall provide technical support and the associated hardware infrastructure to maintain the various EUNA databases in a hosted environment. This includes performance tuning, database backups, disaster recovery availability, applying software upgrades and patches at the direction of the Customer, performing 24X7 server monitoring. Hosting Services do not include: I. Testing customizations during an upgrade II. Restoring a database backup required because of a Customer error III. Migrating data or reports among instances (example: from training or testing to production) EUNA may at its sole discretion, periodically make reasonable modifications or changes to the Hosting Services provided. Customer is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation of the Software. Monday through Friday, 8:00am through 8:00pm, Eastern Standard Time on Business Days. Extended coverage is available for an additional fee. EUNA will provide an initial response to all properly submitted support requests within two (2) business hours of initial submission. (B) Product Maintenance. On an as-available basis, EUNA will provide enhancements, modifications or upgrades to the Software as EUNA may from time to time make available to its Customers generally Updates New Product determination and subject to general industry standards, does not replace the Software licensed hereunder.) Updates do not include: I. Platform extensions including product extensions to (i) different hardware platforms; (ii) different windowing system platforms; (iii) different operating system platforms II. New applications III. Services associated with the application or installation of Updates If requested, EUNA will provide assistance in the testing of any site-specific customizations. EUNA will provide a quote for any required rework associated with customizations resulting from the upgrade. (C) Technical Support Services. EUNA will provide phone and e-mail based technical support of a reasonable nature as described herein. A technical support incident or problem is a single user defined problem seeking resolution. It must be related to the original intent and design of the software. Technical Support Services include the support of EUNA supplied integrations that have not been modified by the Customer. Each Technical Support Service incident is deemed closed when a remedy, workaround, or recommendation for the installation of a current maintenance release has been offered, and a commercially reasonable effort has been made to restore operation to the original intent and design of the Software. Technical Support Service does not include: I. Custom programming services; II. On-site support; III. Customer developed interfaces, API interactions, or customizations; IV. Customer developed reports; V. End-User training or re-training; VI. Customer hardware or network issues; VII. Correction of data issues derived from user error or Software misuse; April 29, 2025 Item #1 Page 325 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 44 VIII. Changes to EUNA developed custom reports or Permitted Customizations (including EUNA supplied custom business rules or customized user screens) that are outside the scope of the accepted specification, Statement of Work, or agreement amendments. IX. Corrections to EUNA developed custom reports or Permitted Customizations beyond six (6) months from the date of delivery (the upgrade protection period); and X. Changes to integration functionality made necessary due to Customer server modifications/replacement, or changes by upgrades or changes to the integrated financial system software or hardware. EUNA may at its sole discretion, periodically make reasonable modifications or changes to the Technical Support Services and/or Product Maintenance Services provided. Customer is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation of the Software. through 8:00pm, Eastern Standard Time on Business Days. Extended coverage is available for an additional fee. April 29, 2025 Item #1 Page 326 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Page 1 of 5 SERVICE LEVEL METRICS FOR CLOUD-BASED SERVICES IN A PRODUCTION ENVIRONMENT The following table sets out the Service Level Metrics applicable to the cloud-based Services. Service Level Metric Description Metric Remedy / Remedial Action 1.Availability Metric: Measurement Period:Monthly Measurement: -based Service in any month equals the following number divided by the number of minutes in the month and multiplied by 100: the difference between the number of minutes in the month and the minutes of Down Time for the month. all periods of time during that month when any of the following events are occurring other than as a result of Scheduled Maintenance: (i) the cloud-based Service cannot be accessed by any User; (ii) the performance of the cloud-base Service is materially compromised; or (iii) the Subscriber is unable to use the cloud-based Service to access the Subscriber Data; (iv) a critical function with the cloud-based service is unavailable or is materially compromised. conducted by Vendor: (i) between 12:00 a.m. and 5:00 a.m. (local time in Burlington, Ontario) or (ii) during any maintenance period for which the Subscriber has been given written notice at least three (3) Business Days in advance of the first day of the maintenance period (provided that the maintenance period does not last longer than 24-hours in total). For failing to meet this Service Level Metric, the Vendor will provide to the Subscriber a credit equal to 10% of the value of the Subscribed Service Fees for the month in which the Service Level is not achieved. The waiving of this credit shall be based at the Subscriber discretion in writing. 2.Restore Time Metric:No single period of Down Time will last longer than four (4) hours. Measurement: A period of Down Time begins at the earlier of the following times: (i) when Vendor becomes aware of the outage or partial outage through its own monitoring reports the outage to Vendor. A period of Down Time ends when: (i) the cloud-based Service is functioning in substantial accordance with its specifications; and (ii) the Subscriber confirms that it is able to access the affected cloud-based Service and use the cloud-based Service to access the Subscriber Data. See Remedy / Remedial Action for Service Level Metric #1 (Availability) 3.Incident Response Metric: Incident Response Time Targets Met 100% Measurement Period:Monthly Measurement: Incident Response Time starts at the time an incident is reported by the Subscriber via the For failing to meet this Service Level Metric, and provided the Vendor fails to meet the response Time April 29, 2025 Item #1 Page 327 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Page 2 of 5 Service Level Metric Description Metric Remedy / Remedial Action Incident Response Time ends when: (i) the Vendor starts work on the ticket; and (ii) when the Vendor acknowledges receipt of the ticket. Targets on more than one incident in a given month, the Vendor will provide to the Subscriber a credit equal to a percentage of the value of the Subscribed Service Fees for the month in which the service level metric was not met based on incident priority: Priority 1 10% Priority 2 5% Priority 3 3% Priority 4 3% The waive of this credit shall be based at the Subscriber discretion in writing. 4. Incident Resolution Metric: Measurement Period: Monthly Measurement: Incident Resolution Time starts at the time an incident is reported by the Subscriber incident reporting system. Incident Resolution Time ends when: (i) a solution has been provided and implemented that resolves the reported incident; or (ii) a work-a-round acceptable to the Subscriber is provided that provides a temporary solution to the reported incident; or (iii) a time frame for implementation of the solution to the reported incident has been established that is acceptable to the Subscriber. The Vendor will work with the Subscriber to determine why agreed service levels have not been met and will take all reasonable corrective actions. 5. Disaster Recovery Metric: Disaster Recovery Target Met Measurement Period: Any Disaster Event Measurement: If there is an disaster, the application will be recovered within twenty-four (24) hours. Disaster Recovery Time starts when a disaster event is encountered that critically impacts the application. Disaster Recovery Time ends when services have been restored. For failing to meet this Service Level Metric, Vendor will provide to the Subscriber a credit equal to 20% of the Subscribed Service Fees for the applicable month. 6. Mean Time Between Incidents Metric: Mean Measurement Period: Quarterly The Vendor will work with the Subscriber to determine why agreed April 29, 2025 Item #1 Page 328 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Page 3 of 5 Service Level Metric Description Metric Remedy / Remedial Action Measurement: The average time between the reporting of a P1 or P2 incident and the reporting of the next P1 or P2 incident service levels have not been met and will take all reasonable corrective actions. 7. Return any Request for Support made within defined Business Hours Metric: Return any Request for Support made within defined Business Hours Measurement Period: Quarterly Measurement: The average time to return any request for support is two (2) hours. The Vendor will work with the Subscriber to determine why agreed service levels have not been met and will take all reasonable corrective actions. Under no circumstances will the credits or penalties resulting from a single event be compounded. The Subscriber will at its sole discretion, determine which Service Level Metric is to be enforced for a single event. PERFORMANCE MONITORING The following table sets out a number of Services Agreement -specific KPIs. Key Performance Indicator Metric Remedy / Remedial Action 1. CPU Usage CPU Usage will not exceed 75% on more than 5 occasions in a month The Vendor will work with the Subscriber to determine why agreed service levels have not been met and will take corrective actions. 2. RAM / Memory Usage Memory Usage will not exceed 75% on more than 5 occasions in a month The Vendor will work with the Subscriber to determine why agreed service levels have not been met and will take corrective actions. 3. Page Faults No more than 5 page faults per second on more than 5 occasions in a month The Vendor will work with the Subscriber to determine why agreed service levels have not been met and will take corrective actions. April 29, 2025 Item #1 Page 329 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Page 4 of 5 ADDITIONAL TERMS Incident(s) Is an event that is not part of normal operations that disrupts an operational process or processes. An incident may involve the failure of a feature or service that should have been delivered or some other type of operation failure. The Vendor will communicate with The Subscriber throughout the resolution period for P1 and P2 incidents, ensuring that The Subscriber is aware of the estimated Resolution Time, and if they expect the resolution to exceed the Target Resolution Time. The Vendor will make Best Efforts to resolve P1 and P2 within the respective Resolution Time Targets. The Vendor will complete a root cause analysis and report the results to The Subscriber within one week of the resolution date for all P1 and P2 incidents. The Vendor will provide a Preventative Action report to The Subscriber within two weeks of the resolution date for all P1 and P2 incidents, outlining the steps to be taken to prevent a similar incident from happening again. A Permanent Fix for all P1 and P2 incidents will be delivered within three months of the date the incident is resolved. Incident Priority Level Definitions Priority Level Description Response Time Resolution Time Target 1 The Incident has caused loss of a service to a business-critical operation or workgroup. Productivity loss of affected parties is extreme or absolute. Productivity and/or financial loss of affected business operations are significant and business processes or system functionality is seriously affected. 1 Hour 4 Hours 2 The Incident has caused a severe reduction of a service, reduced stability and/or performance issue related to a business- critical service. Productivity and/or financial loss of affected business operations are significant and business processes or system functionality is seriously affected. 2 Hours 8 Hours 3 An incident has been reported affecting a non-critical service and business operations can continue with minimal disruption to business operations. 1 Business Day Next Upgrade or Point Release April 29, 2025 Item #1 Page 330 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Page 5 of 5 Priority Level Description Response Time Resolution Time Target 4 An incident has been reported affecting a non-critical IT service and business operations can continue with no disruption to business operations. 1 Business Day A Future Upgrade or Point Release Business Hours Are defined as 8:00am to 8:00pm, Monday to Friday local-time to Burlington, Ontario April 29, 2025 Item #1 Page 331 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 EXHIBIT E IT ADDENDUM TO CONTRACTOR AGREEMENT FORM Euna Solutions, Inc. ntractor agreement provided by the Contractor. Nevertheless, the parties agree that this addendum is a part of 1. Independent Contractor. In its performance under this Agreement, the Contractor and the agents and employees of Contractor act and will act in an independent capacity and not as an agent or employee of the City. 2. Inapplicable Terms. Because the City cannot accept certain standard clauses that may appear in the Agreement as a matter of law and policy, the Contractor agrees that no provision described below which appears in the Agreement shall be of any force and effect against the City: a. Requiring the City to obtain or maintain any form of insurance. b. Renewing or extending the Agreement beyond its initial term or duration other than by mutual agreement of the parties. c. Requiring or stating that the terms of this Agreement, or the terms of the Contractor , shall prevail over the terms of this addendum in the event of conflict. d. Requiring the City to indemnify, defend, or hold the Contractor harmless against claims of any kind or nature. e. Requiring the application of laws other than California law in interpreting or enforcing the Agreement, including this addendum, or requiring or permitting litigation arising under the Agreement in the courts of any state other than California, nor any venue other than San Diego County. f. Requiring the City to pay liquidated damages, indirect, special, punitive, incidental or consequential damages, including without limitation lost profits, lost revenue, lost business opportunities, loss of data, interruption of business, regardless of the theory of liability, even if City has been advised of the possibility of such damages. g. Requiring the City to pay any type of contract termination fee h. Disclaiming negligence in violation of public policy. i. Permitting unilateral modification of this Agreement by the Contractor or deeming the City to agree to a modification by means other than affirmatively signing a modification to the Agreement. j. Requiring the City to engage in binding arbitration. k. Obligating the City to pay court costs, costs of collection, or attorneys fees. l. Requiring the City to withhold information from the public contrary to the requirements of the California Public Records Act (CA Government Code § 6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). m. Requiring City to provide notice prior to disclosure of government records subject to April 29, 2025 Item #1 Page 332 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 California Public Records Act (CA Government Code § 6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). n. Imposing interest on late payments or requiring interest to be paid on disputed amounts. o. written notice to Contractor. 3.Technology Terms and Conditions. In addition, the Agreement is hereby amended to include the following Information Technology Terms and Conditions: a.Sensitive Information. In instances where any agreement, purchase order, or Scope of Work is for the provision of Public Cloud Services where sensitive data may be exchanged, Contractor shall provide an independently certified System and Organization Controls (SOC) 2 Type 2 Audit Report or a SOC Cybersecurity Report or equivalent certification for all parties to the Agreement and annual updates during the term of the Agreement. b.Data Location and Ownership. The Contractor shall provide its services to the City and its end users solely from data centers in the continental United States. Storage of City Data at rest shall be located solely in data centers in the United States. Contractor will notify the City of any plans to relocate its hosted services to another data center. Contractor shall not allow personnel or subcontractors to store City Data on portable devices, including personal computers, except for devises that are used and kept only at its U.S. data centers. The Contractor shall permit its personnel and subcontractors to access City Data remotely only as required to provide technical user support or other customer support. The City will own all right, title and interest in City Data that is related to the services provided by this Agreement. c.Data Protection. Contractor shall ensure there is no inappropriate or unauthorized use of City Data at any time. To this end, Contractor shall safeguard the confidentiality, integrity, and availability of City Data within its control using security technologies and techniques in accordance with standard industry practices for such data. In no event may action or inaction result in any situation that is less secure than the security Contractor provides for its own systems and data. d.Data Breach Responsibilities. This section only applies when there is a confirmed breach, or if the city proactively asks if there has been a breach of City Data within the possession or control of Contractor. Contractor shall: (1) promptly notify City within 24 hours or sooner by telephone, unless shorter time is required by applicable law; (2) cooperate with the City as reasonably requested by the City to investigate and resolve the data breach and provide daily updates; (3) quarantine the data breach and ensure secure access to City Data; (4) promptly implement necessary remedial measures; and (5) document responsive actions taken related to the data breach. e.Background Checks. As permitted or required by law, the Contractor shall conduct criminal background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the Agreement who have been convicted of any crime of dishonesty, April 29, 2025 Item #1 Page 333 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 including but not limited to criminal fraud, or otherwise convicted of any felony or any misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. The Contractor shall promote and maintain an awareness of importance of securing Contractor f.Information Technology Access. All electronic and information technology procured through this Agreement must meet the applicable accessibility standards of Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) as amended and is viewable at http://www.section508.gov, unless an exception applies. Further, the Contractor assures the City that the Contractor complies with the American with Disabilities Act of 1990 (42 US.C. 12101 et seq.), including the Department of Justice final rule revising the regulation implementing title II of the Americans with Disabilities Act to establish specific requirements, including the adoption of specific technical standards, for making accessible the services, programs, and activities offered by State and local government enti which becomes effective June 24, 2024 (89 FR 31320.), unless an exception applies. And in accordance with California Government Code Section 7405(b), the Contractor shall have the ongoing obligation to promptly respond to and resolve any complaint regarding accessibility that is brought to the attention of the Contractor. 4. Limitation on Liability to Contractor for any cause whatsoever arising out of or relating to this Agreement, and regardless of the theory of liability shall be limited to the total fees paid or payable by City to Contractor for the twelve- month period immediately preceding the date the cause of action arose. The existence of more than one claim shall not expand such limit. This limitation will apply notwithstanding any failure of any essential purpose of any limited remedy. /// /// /// /// /// /// April 29, 2025 Item #1 Page 334 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 5. IN WITNESS WHEREOF, the parties have obtained all necessary approvals and have caused the Agreement and this addendum to the Agreement to be executed by their duly authorized representatives. Executed by EUNA this___________ day of _______________________, 2025. EUNA SOLUTIONS, INC., a Delaware corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) City Manager (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Faviola Medina Director of Constituent & Clerk Services (print name/title) APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney April 29, 2025 Item #1 Page 335 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit F CITY OF CARLSBAD INSURANCE REQUIREMENTS 1.0 INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of Cal -admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 1.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an 1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 1.1.2 Automobile Liability. If the use of an automobile is involved for Contractor's work for City, $1,000,000 combined single-limit per accident for bodily injury and property damage. 1.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1.1.4 Professional Liability. profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 1.1.5 Cyber Liability Insurance. At all times during the performance of work under this Agreement and for sixty (60) months following the date of Agreement termination, the Contractor will carry and maintain, at its own expense, Cyber Liability insurance with limits of not less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. April 29, 2025 Item #1 Page 336 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 1.2 Additional Provisions.Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and 1.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 1.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 1.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 1.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. April 29, 2025 Item #1 Page 337 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOSHIREDNON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies, LLC DBA Lockton Insurance Brokers, LLC in CA CA license #0F15767 8110 E Union Ave., Ste. 100 Denver CO 80237 denver-certs@lockton.com Euna Solutions, Inc. 363 W. Erie St, Floor 7 Chicago, IL 60654 StarNet Insurance Company 40045 Associated Industries Insurance Co, Inc.23140 Berkley National Insurance Company 38911 HDI Global Specialty SE 40041 X X X Deductible: $0 1,000,000 1,000,000 15,000 1,000,000 2,000,000 2,000,000 X X 1,000,000 XXXXXXX XXXXXXX XXXXXXX Comp./Coll Ded.1,000 X $0 5,000,000 5,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 Primary Tech E&O/Cyber/PLExcess Tech E&O/Cyber $5M SIR: $50K$5,000,000 xs $5,000,000 - $0 SIR A TCP 7022821-11 6/30/2024 6/30/2025 A TCP 7022821-11 6/30/2024 6/30/2025 C AES1234121-00 6/30/2024 6/30/2025DFRH-H-CT-00000758-01 6/30/2024 6/30/2025 A TCP 7022821-11 6/30/2024 6/30/2025 B TWC 7022822-12 6/30/2024 6/30/2025 6/30/2025 1526895 N N N N N N N 4/17/2025 N N 21657983 21657983 XXXXXXX City of Carlsbad 1635 Faraday AveCarlsbad, CA 92008 Tech E&O liability is included in the Professional liability policy* City of Carlsbad is included as Additional Insured as respects General Liability if required by written contract. Coverage is Primary and Non-Contributory. X X See Attachment April 29, 2025 Item #1 Page 338 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Policy Number: TCP 7022821-11 A. Equipment L. Duties in the Event of Occurrence, Offense, Claim or Suit B. or Lessors of Premises M. Expected or Intended Injury or Damage (Property Damage) C. Additional Insured - Primary and N. Damage to Premises Rented To You Non- contributory D.O.Medical Payments E.P. Non-owned Aircraft Agreement F. Aggregate Limit Per Location Q. Non-owned Watercraft G. Amateur Athletic Participants R. Newly Acquired or Formed Organizations H. Bodily Injury Definition S. Supplementary Payments I. Broadened Named Insured T. Unintentional OmissionJ.U. Waiver of Subrogation - BlanketCustomerGoods,Use of Elevators K. Good Samaritan Services A. ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT Under Section II - Who Is An Insured, the following is added: omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. committed after the equipment lease expires. B. ADDITIONAL INSURED - OWNERS, MANAGERS OR LESSORS OF PREMISES Under Section II - Who Is An Insured, the following is added: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: 1. or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. CG 83 60 12 19 Includes copyrighted material of Insurance Page 1 of 6 Services Office, Inc., with its permission. COMMERCIAL GENERAL LIABILITY CG 83 60 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTENSION FOR TECHNOLOGY COMPANIES ENDORSEMENT This Endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM This endorsement broadens coverage. The following schedule of coverage extensions is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine the extent of coverage afforded. SCHEDULE OF COVERAGE EXTENSIONS Attachment Code: D617821 Certificate ID: 21657983 April 29, 2025 Item #1 Page 339 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 C. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY The following is added to the Other Insurance Condition and supersedes any provision to the contrary: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. D. ADDITIONAL INSURED - VENDORS Under Section II - Who Is An Insured, the following is added: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for agreement; and The insurance provided to such vendor is subject to the following provisions: 1. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. 2. The insurance provided to such vendor does not apply to: a. Any express warranty not authorized by you; b. c. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of part under instructions from the manufacturer, and then repackaged in the original container; d. Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or e. Demonstration, installation, servicing or repair operations, except such operations performed at such f. container, part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: container entering into, accompanying or containing such products; or 2. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. E. ADDITIONAL INSURED - WRITTEN CONTRACT OR AGREEMENT Under Section II - Who Is An Insured, the following is added: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an agreement; and 2. Is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. F. AGGREGATE LIMIT PER LOCATION 1.Under Section III - Limits Of Insurance,the following is added: you. Page 2 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. Attachment Code: D617821 Certificate ID: 21657983 April 29, 2025 Item #1 Page 340 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 2.Under Section V - Definitions, the following is added: interrupted only by a street, roadway, waterway or right-of-way of a railroad. G. AMATEUR ATHLETIC PARTICIPANTS Under Section II - Who Is An Insured, the following is added: Any person representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for: 1. a. that you sponsor; or b. You, any partner or member (if you are a partnership or joint venture), or any member (if you are a joint venture, or limited liability company); or 2. or over which physical control is being exercised for any purpose by: a. b. You, any partner or member (if you are a partnership or joint venture), or any member (if you are a joint venture, or limited liability company). H. BODILY INJURY Under Section V - Definitions a person, if directly resulting from physical injury, sickness, or disease sustained by that person. I. BROADENED NAMED INSURED Under Section II - Who Is Insured, the following is added: Any person or organization named in the Declarations and any organization you own, newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain more than 50% of the interests entitled to vote generally in the election of the governing body of such organization will qualify as a Named Insured if there is no other similar insurance available to such organization until the end of the policy period. Coverage under this provision does not apply to any person or organization for which coverage is excluded by endorsement. ELEVATORS 1.Under Section I - Coverages,Coverage A,Bodily Injury and Property Damage Liability, paragraph 2., Exclusions, item j.,Damage To Property is amended as follows: a. The exclusion for personal property in the care, custody or control of the insured does not apply to anyone to perform operations at the time of loss. b. The exclusions for: (1) Property loaned to you; (2) Personal property in the care, custody or control of the insured; and was incorrectly performed on it; 2. 3.Under Section V - Definitions, the following is added: a.Repaired; or CG 83 60 12 19 Includes copyrighted material of Insurance Page 3 of 6 Services Office, Inc., with its permission. Attachment Code: D617821 Certificate ID: 21657983 April 29, 2025 Item #1 Page 341 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 b.Used in your manufacturing process. 4.Under Section IV - Commercial General Liability Conditions, the insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions. K. GOOD SAMARITAN SERVICES 1. Under Section II - Who Is Insured, paragraph 2., item d., the following is added: This exclusion does not apply to your employees or volunteer workers, other than an employed or 2. Under Section V - Definitions,the following definition is added: demanded or received. L. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, paragraph 2.,Duties In The Event Of Occurrence, Claim or Suit is amended to include the following: 1.The requirements that you must: a. b. known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer of the corporation or insurance manager, if you are a corporation; or (4) A manager, if you are a limited liability company. 2. later develops into a liability claim for which coverage is provided by this policy. However, as soon as you compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. M. EXPECTED OR INTENDED INJURY OR DAMAGE (PROPERTY DAMAGE) Under Section I - Coverages,Coverage A,Bodily Injury And Property Damage Liability, paragraph 2., Exclusions, item a.,Expected Or Intended Injury, is deleted and replaced by the following: a. Expected or Intended Injury force to protect persons or property. N. DAMAGE TO PREMISES RENTED TO YOU If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply: 1. The last paragraph under 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following: Exclusions c.through n. automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner, including the contents of premises rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. 2. The paragraph immediately after Sub-paragraph j.(6)of Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following: Paragraphs (1),(3)and (4) including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. Page 4 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. Attachment Code: D617821 Certificate ID: 21657983 April 29, 2025 Item #1 Page 342 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 3.Paragraph 6.of Section III - Limits Of Insurance is deleted and replaced by the following: 6.Subject to Paragraph 5.above, the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations; is the most we will pay under Coverage A automatic fire protective systems, while rented to you or temporarily occupied by you with permission of the owner, including the contents of such premises rented to you for a period of seven or fewer consecutive days. 4.Subparagraph b.(1)(a)(ii)of Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions is deleted and replaced by the following: (ii)That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner, or for personal property of others in your care, custody or control; 5.Subparagraph a.of Definition 9."Insured contract" of Section V - Definitions is deleted and replaced by the following: a.A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". 6.As used in this provision "smoke" does not include smoke from agricultural smudging, industrial operations or a "hostile fire". O. MEDICAL PAYMENTS 1. Under Section I - Coverages,Coverage C,Medical Payments, paragraph 1.,Insuring Agreement, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. 2. The Medical Expense Limit is $15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. 3. This provision O.does not apply if Coverage C,Medical Payments, is otherwise excluded either by the provisions of the Coverage Form or by endorsement. P. NON-OWNED AIRCRAFT 1.Under Section I - Coverages,Coverage A,Bodily Injury and Property Damage Liability, item 2., Exclusions, item g.,Aircraft, Auto Or Watercraft, does not apply to an aircraft that is: a. Hired, chartered or loaned with a paid crew; and b. Not owned by any insured. 2.The insurance afforded by this provision P.is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. Q. NON-OWNED WATERCRAFT 1.Under Section II - Who Is Insured, is amended as follows: To include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: a. b. employer of any person who is an insured under this provision. 2.In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A,Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 75 feet. 3.The insurance afforded by this provision Q.is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. CG 83 60 12 19 Includes copyrighted material of Insurance Page 5 of 6 Services Office, Inc., with its permission. Attachment Code: D617821 Certificate ID: 21657983 April 29, 2025 Item #1 Page 343 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 R. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Under Section II - Who Is An Insured, item 3.a.is deleted and replaced by the following: a.Coverage under this provision is afforded only until the end of the current policy period. S. SUPPLEMENTARY PAYMENTS Under Section I - Coverages,Supplementary Payments - Coverages A and B is amended as follows: 1. The limit for the cost of bail bonds is amended to $2,500; and 2. T. UNINTENTIONAL OMISSION Under Section IV - Commercial General Liability Conditions, paragraph 6.,Representations, the following is added: The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. U. WAIVER OF SUBROGATION - BLANKET Under Section IV - Commercial General Liability Conditions, paragraph 8.,Transfer of Rights of Recovery Against Others to Us the following is added: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement This waiver applies only to persons or organizations with whom you have a written contract, executed prior to Page 6 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. Attachment Code: D617821 Certificate ID: 21657983 April 29, 2025 Item #1 Page 344 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit 5 RESOLUTION NO. 2025-093 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH AVAAP U.S.A. LLC FOR WORKDAY IMPLEMENTATION SERVICES IN AN AMOUNT NOT TO EXCEED $4,111,800 OVER A THREE-YEAR PERIOD WHEREAS, the City Council of the City of Carlsbad, California has determined that it is in the best interest of the city to replace its core suite of applications used for human resources, finance, cashiering, and utility billing (“Core Systems Modernization”); and WHEREAS, the existing human capital management, finance, cashiering, and utility billing systems have reached the end of their typical lifespans and are in need of replacement; and WHEREAS, the Information Technology Department solicited proposals from firms interested in and qualified to design, implement and support off-the-shelf human capital management, financial, cashiering, and utility billing systems; and WHEREAS, staff selected Avaap U.S.A. LLC as the vendor for Workday implementation services following a formal proposal process; and WHEREAS, Avaap U.S.A. LLC has negotiated an agreement for implementation services for the Workday Human Capital Management and Financials System for a not-to-exceed amount of $4,111,800 over a three-year period; and WHEREAS, the Carlsbad Municipal Code 3.28.060 – Procurement of Professional Services and Services requires the City Council’s approval for the procurement of professional services or services that cost more than $100,000 per agreement year; and WHEREAS, a Strategic Digital Transformation Investment Program (SDTIP) project was approved in fiscal year 2022-23 and budget is available for the implementation and first two years of maintenance for the Core Systems Modernization applications; and WHEREAS, the City Manager will have the authority to execute the Avaap U.S.A. LLC agreement for implementation services in an amount not to exceed $4,111,800. April 29, 2025 Item #1 Page 345 of 460 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1.That the above recitations are true and correct. 2.The proposed action is not a “project” as defined by California Environmental Quality Act Section 21065 and CEQA Guidelines Section 15378(a) and does not require environmental review under CEQA Guidelines Section 15060(c)(2) because the action is limited to the execution of various agreements for the implementation and annual subscription or maintenance services of information technology applications. The action has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment. 3.That the Avaap U.S.A. LLC agreement (Attachment A) for implementation services is hereby approved, and the City Manager is hereby authorized to execute all required documents on behalf of the City. 4.That the total for the implementation services with Avaap U.S.A. LLC shall not exceed $4,111,800 for the three-year agreement. 5.That the funding for the agreement is budgeted in the SDTIP project. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 29th day of April, 2025, by the following vote, to wit: AYES: Blackburn, Bhat-Patel, Acosta, Burkholder, Shin. NAYS: None. ABSTAIN: None. ABSENT: None. ______________________________________ KEITH BLACKBURN, Mayor ______________________________________ SHERRY FREISINGER, City Clerk (SEAL) April 29, 2025 Item #1 Page 346 of 460 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06072024 Master Subscription Agreement Page 1 of 12 Master Subscription Agreement This Master Subscription Agreement is by and between SpryPoint Services, Inc. (“SpryPoint) a Canadian Corporation with offices at 45 Queen Street, Charlottetown, PE C1A 4A4 and the City of Carlsbad (“Client”) with offices at 1635 Faraday Avenue, Carlsbad, CA, 92008(each a “Party or collectively “Parties”) and shall come into effect on the date signed by the Parties (“Effective Date”). Whereas SpryPoint provides a subscription Service to which Client intends to subscribe, this Agreement establishes the business relationship and allocation of responsibilities regarding the Service and the Parties therefore agree as follows. The exhibits and schedules attached hereto are an integral part of this agreement and are deemed incorporated by reference herein. SpryPoint agrees to perform the services described below in accordance with the terms and conditions of this Agreement. Should there be a conflict of terms or conditions, this Agreement shall control, and the order of precedence shall be as follows: 1.Master Subscription Agreement 2.Exhibit A – Statement of Work 3.Exhibit B – Pricing Schedule 4.Exhibit C – Service Level Objectives 5.Exhibit D – Insurance Requirements 6.Exhibit E – Data Processing 7.Exhibit F – Client IT Agreement Addendum 8.SpryPoint’s response to Client’s Request For Proposal (RFP) 23-12 DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement. “Agreement” means this Master Subscription Agreement, including any exhibits or attachments hereto or any other document explicitly incorporated herein. “Confidential Information” refers to the following types of material or content one Party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any information Discloser marks or designates as “Confidential” at the time of disclosure; and (b) any other non-public, sensitive information disclosed by Discloser including, but not limited to code, inventions, know-how, business, technical, and financial information, or other information which should reasonably be understood by the Recipient to be confidential at the time it is disclosed, due to the nature of the information and the circumstances surrounding such disclosure. Confidential Information does not include information that: (i) is lawfully in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to the Discloser’s Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s or any other person’s or entity’s improper or illegal action or inaction; (iv) is obtained by the Recipient from a third Party who had the legal right to disclose such information, or (v) information subject to the California Public Records Act (California Government Code § 6250 et seq.) or the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 ATTACHMENT ADocusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06072024 Master Subscription Agreement Page 2 of 12 “Client Data” means information that is comprised of data obtained from, used in, stored or generated by the Client as the result of the use of the Service. “Client Input” means suggestions, enhancement requests, recommendations or other feedback provided by Client, its employees, or any other person or entity acting at the Client’s direction, relating to the operation or functionality of the Service. “Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any appliable laws anywhere in the world, and all moral rights related thereto. “Malicious Code” means viruses, worms, timebombs, trojan horses and other malicious code, files, scripts, agents, or programs. “Messaging Service” means the messaging capabilities provided with the Service. “Service” means the SpryPoint applications as identified in the Pricing Schedule and further described in the Statement of Work and Documentation. “SpryPoint Documentation” means the Service’s standard user manuals and any other accompanying documents related to the Service delivered to the Client. “Updates” means all changes to the Service and SpryPoint Documentation as developed by SpryPoint and made available to the Client. 1. Provision of Service. 1.1 SpryPoint Obligations. SpryPoint shall make the Service available to Client in accordance with the terms of this Agreement. 1.2 Client Obligations. Client must use the Service in compliance with this Agreement and in accordance with the SpryPoint Documentation. Client shall: (a) have sole responsibility for the accuracy, quality, and legality of all Client Data and (b) take commercially reasonable efforts to prevent and be responsible for unauthorized access to, or use of, the Service and notify SpryPoint promptly of any such unauthorized access or use. Client shall not: (i) use the Service in violation of applicable laws; or (ii) knowingly or as a result of gross negligence send or store Malicious Code by way of the Service or its related systems or networks. Client shall designate named contacts to request and receive support services from SpryPoint. Named support contacts must be trained on the SpryPoint Service for which they initiate support requests. Client shall be liable for the acts and omissions of all persons or other legal entities that it allows to access (including unauthorized access) the Service. 1.3 Acceptable Use. Client acknowledges and agrees that SpryPoint does not police the content of Client Data nor communications of Client or its users transmitted through the Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06072024 Master Subscription Agreement Page 3 of 12 Service, and that SpryPoint shall not be responsible for the content of any such communications or transmissions. Client shall use the Service exclusively for authorized and legal purposes, consistent with all applicable laws and regulations and this Agreement. Client is solely responsible for (a) assuring that the disclosure and use of Client Data, content, or information provided to SpryPoint does not violate any applicable law or infringe upon the Intellectual Property Rights of any third party and (b) using any reports and other materials prepared by Client through the Service in a manner that will not violate any applicable law or infringe upon the Intellectual Property rights of any third party. Client agrees not to through gross negligence or knowingly post or upload any content or data into the Service which (aa) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (bb) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (cc) otherwise violates any applicable law. SpryPoint may remove any violating content posted or transmitted through the Service, without notice to Client. SpryPoint may suspend or terminate any user’s access to the Service upon notice in the event that SpryPoint reasonably determines that such user has violated the terms and conditions of this Agreement. 2. Fees. 2.1 Invoices & Payment. All fees are quoted and payable in United States Dollars, unless stated otherwise. Except for Fees that Customer has successfully disputed, all invoiced charges are due net 45 days from the invoice date. Except for termination for breach, all payment obligations are non-cancelable, and all payments made are non-refundable. SpryPoint, without limiting its other rights and remedies, reserves the right to suspend the Service until such amounts are paid in full. All fees invoiced pursuant to this Agreement do not include any applicable taxes. Client shall be solely responsible in the event any authority imposes a duty, tax, levy, or fee (excluding those based on Provider’s net income) directly upon the Client in relation to this Agreement. 2.2 Usage Metric Verification Process for SpryMobile. Client has access to self-service metric usage on demand and within the Service. Client System Administrators can add or remove Accounts and Users as needed. It is the Client’s sole responsibility to archive users in SpryMobile if they are no longer being used. SpryPoint may verify metrics through a quarterly audit and will bill any changes annually. Audit results will be shared with Client. Any use exceeding or decreasing from the usage metrics within scope and defined above will be subject to fee adjustments as indicated above. Fees accrue in the calendar month the excess use began and accordingly fees decrease from the calendar month of decreased use. 2.3 Integrated Notification Services. The SpryPoint platform includes integrated notification services which can be enabled by Client for the purposes of customer alerts and notifications. SpryPoint's Integrated Notification services include: • Inbound and outbound SMS text messaging • Outbound voice messaging • Inbound and outbound email messaging Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06072024 Master Subscription Agreement Page 4 of 12 The ongoing usage costs will be invoiced quarterly based on actual usage as identified in Exhibit B Pricing Schedule. 3. Proprietary Rights 3.1 SpryPoint Intellectual Property Rights. SpryPoint retains all right, title, and interest in and to the Service, SpryPoint Documentation and other SpryPoint Intellectual Property Rights including any related methodologies, techniques, processes, and instruction developed by SpryPoint and used in the course of delivering the Service under this Agreement. No rights are granted to Client hereunder other than expressly set forth herein. Client shall not (and shall not allow or cause any third party to (a) reverse engineer, modify or copy the Service or SpryPoint Documentation or create any derivative works based on the Service and SpryPoint Documentation; (b) copy any features, functions, interfaces, integrations or graphics of the Service or SpryPoint Documentation; (c) access the Service or SpryPoint Documentation in order to build any commercially available product or service. 3.2 Client Rights. SpryPoint hereby grants to Client a non-exclusive, non-transferable, non- perpetual, limited license to use the Service and SpryPoint Documentation in accordance with the terms and conditions of this Agreement. 3.3 License to Host Client’s Data. Client grants SpryPoint and SpryPoint’s hosting partners located in the continental U.S. a worldwide, limited-term license to host, copy, transmit and display Client Data, as necessary for SpryPoint to provide the Service in accordance with this Agreement. As between SpryPoint and Client, SpryPoint acquires no right, title, or interest from Client under this Agreement in, or to, Client Data. 3.4 License to use Client’s Feedback. Client grants to SpryPoint and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Service any suggestion, enhancement request, recommendation, correction, or other Client Input relating to the Service. SpryPoint shall have no obligation to incorporate Client Input into the Service. 3.5 Statistical Information. SpryPoint owns all aggregated and statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, configurations, and performance results for the Service. SpryPoint may anonymously compile statistical information related to the performance of the Service for purposes of improving the Service, provided that such information does not identify Client data or include Client’s name. 4. Confidentiality 4.1 Confidentiality. A Party shall not disclose or use any Confidential Information of the other Party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement except with the other Party’s prior written permission or as required by applicable law or by proper legal or governmental authority. If Client is required to disclose SpryPoint Confidential Information pursuant to applicable law or by proper legal authority, Client shall give SpryPoint notice of any such legal or Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06072024 Master Subscription Agreement Page 5 of 12 governmental demand and reasonably cooperate with SpryPoint, at SpryPoint’s expense, in any effort to seek a protective order or otherwise contest such required disclosure. SpryPoint acknowledges and understands that Client only has ten (10) calendar days to respond to a Public Records Act request and any protective order or other appropriate remedy must be secured by SpryPoint during this timeframe as Client is obligated to comply with its statutory duties and will proceed accordingly. SpryPoint agrees that this Agreement, amendments, SOW, and any other exhibits or attachments are public records, and Client will not provide prior written notice prior to disclosure. 4.2 Nondisclosure. A Party shall not use Confidential Information for any purpose other than to facilitate this Agreement. A receiving Party: (a) shall not disclose Confidential Information to any employee or contractor unless such person needs access in order to facilitate the Agreement and executes a nondisclosure agreement with Recipient and (b) shall not disclose Confidential Information to any third party without Discloser’s prior written consent. 4.3 Protection. Each Party shall protect Confidential Information with the same degree of care it uses to protect its own Confidential Information, but in no event using less than a commercially reasonable standard of care. 4.4 Injunctive Relief. Recipient agrees that breach of Confidentiality would cause irreparable injury, for which monetary damages would be inadequate. If a Recipient discloses or uses any Confidential Information of the Discloser in breach of confidentiality protections hereunder, the Discloser shall have the right to, in addition to any other remedies available, injunctive relief to enjoin such acts. 4.5 Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license or any other right thereto. Discloser will retain all right, title, and interest in and to all Confidential Information. 5. Data Privacy & Security 5.1 SpryPoint use of Data. Client hereby grants SpryPoint a limited right to access, process, collect, store, generate, display, and use Client Data for the sole purpose of providing the Service. Notwithstanding the foregoing, SpryPoint may disclose Client Data as required by 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 commercially reasonable data privacy and information security policies, including physical, technical, administrative, and organizational safeguards in relation to the Service. 5.3 Unauthorized Disclosure. If either Party believes there has been a security breach, such Party must notify the other Party upon the earlier of forty-eight (48) hours after discovery or any time frame required by applicable law unless legally prohibited from Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06072024 Master Subscription Agreement Page 6 of 12 doing so. Each Party will provide commercially reasonable assistance to the other Party in mitigating such breach. 6. Warranties & Disclaimers 6.1 From SpryPoint. a) Function: SpryPoint represents and warrants that, during the Term, the Service will perform materially in accordance with the SpryPoint Documentation. b) Intellectual Property Rights: SpryPoint represents and warrants that it owns the Service and has the power and authority to grant the rights in this Agreement without the further consent of any third Party. c) Malicious Code: SpryPoint represents and warrants that to the best of its knowledge the Service does not contain any Malicious Code. 6.2 From Both Parties. Each Party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a materially adverse impact on its ability to perform as required by this Agreement. 6.3 Warranty Remedies. In the event of a breach of the warranty as set forth in Section 6.1 (excluding 6.1(c)) (a) SpryPoint shall correct the non-conforming Service at no additional charge to Client or (b) in the event SpryPoint is unable to correct such deficiencies, after good-faith efforts, Client’s exclusive remedy shall be a refund of the subscription fees actually paid by Client for the twelve (12) month period immediately preceding notice to SpryPoint of such breach or discovery. 6.4 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES OUTLINED IN SECTION 6.1 AND 6.2 ABOVE, SPRYPOINT MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND/OR RELATED SPRYPOINT DOCUMENTATION. SPRYPOINT DOES NOT WARRANT THAT THE SERVICE WILL PERFORM WITHOUT ERROR OR THAT IT WILL RUN WITHOUT INTERRUPTION. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CLIENT IN CONNECTION WITH THE PROVISION OF THE SERVICE. 7. Indemnification. SpryPoint shall protect, defend, hold harmless and indemnify Client harmless against any loss, damage or costs in connection with claims, demands, suits or proceedings (“Indemnified Claims)” made or brought against Client alleging that the use of the Service infringes any third Party’s Intellectual Property Rights; provided, however, that Client; (a) promptly gives written notice of the Claim to SpryPoint; (b) gives SpryPoint sole control of the defense and settlement of the Claim; and (c) provides to SpryPoint, at SpryPoint’s cost, all reasonable assistance. SpryPoint’s obligations set forth in this section do not apply to the Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06072024 Master Subscription Agreement Page 7 of 12 extent that such a claim for Indemnification arises out of: (a) Client’s breach of this Agreement; (b) revisions to the Service made without SpryPoint’s written consent; (c) Client’s failure to incorporate Updates; (d) modification of the Service by any person or entity not authorized by SpryPoint to perform such modification (e) unauthorized use of the Service; or (f) use of the Service in a manner inconsistent with the SpryPoint Documentation or the terms of this Agreement. Furthermore, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the negligence or intentional misconduct of Client. If Client is enjoined from using the Service or SpryPoint reasonably believes it will be enjoined, SpryPoint shall have the right at its sole option, to obtain for Client the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing but otherwise does not materially alter the Service. If neither of the foregoing options is reasonably available to SpryPoint, then use of the Service may be terminated at either Party’s option and SpryPoint’s sole liability shall be to refund any prorated prepaid fees for the Service. 8. Limitation of Liability 8.1 Clarifications and Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO SPRYPOINT’S INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION OBLIGATIONS, ACTUAL DAMAGE TO CLIENT PROPERTY, RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, IN NO EVENT SHALL SPRYPOINT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY CLIENT IN CONSIDERATION FOR SPRYPOINT’S SERVICE DELIVERY DURING THE IMMEDIATELY PRECEDING THIRTY-SIX (36) MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE. FOR THE AVOIDANCE OF DOUBT, SPRYPOINT’S LIABILITY LIMITS APPLY TO SPRYPOINT’S AFFILIATES, PROVIDERS, AGENTS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND OTHER REPRESENTATIVES. FOR CLARITY AND NOT EXCLUSIVELY, THE FOLLOWING WILL BE CONSIDERED DIRECT DAMAGES: (1) AMOUNTS PAID TO AFFECTED THIRD PARTIES AS DAMAGES OR SETTLEMENTS IN RESPONSE TO CLAIMS ARISING FROM A BREACH TO THE AGREEMENT TERMS; (2) AMOUNTS PAID FOR FINES AND PENALTIES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ARISING FROM THE BREACH; AND (3) REASONABLE LEGAL FEES, TO DEFEND AGAINST THIRD- PARTY CLAIMS ARISING FROM THE BREACH. Exclusion of Damages. IN NO EVENT SHALL SPRYPOINT HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, COST OF DATA RECONSTRUCTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06072024 Master Subscription Agreement Page 8 of 12 9. Term & Termination 9.1 Term of Agreement. This Agreement shall be valid as of the Effective Date and remain in effect until terminated pursuant to the terms contained herein. 9.2 Termination for Default. Either Party may terminate this Agreement upon thirty (30) days prior written notice in the event of a material breach by the other Party if such breach remains uncured at the expiration of such thirty (30) day notice period. In the event of Client’s termination of the Agreement under this section, SpryPoint will refund any prorated prepaid fees. 9.3 Availability of Funds. For each of Client’s fiscal years during the Term(s) of this Agreement Client agrees to seek in good faith appropriations sufficient to cover Client’s obligations under this Agreement. Client reasonably believes, barring unforeseen circumstances or events, that sufficient funds will lawfully be appropriated by its governing body to satisfy its obligations under this Agreement. If Client does not appropriate sufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement, Client may terminate this Agreement by giving SpryPoint thirty (30) days’ prior written notice of such non-appropriation for the fiscal year. SpryPoint is under no obligation to provide the Service if Client lacks funds to pay for it. Upon termination Client will remit all amounts due and all costs reasonably incurred through the date of termination. 9.4 Effect of Termination. Upon any termination of this Agreement, Client shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the applicable Service. Termination for any reason shall not relive Client of the obligation to pay any fees accrued or due and payable to SpryPoint prior to the Effective Date of termination. 9.5 Access to Client Data. Upon written request by Client made prior to any expiration or termination of this Agreement, SpryPoint will make Client Data available to Client through the Service solely for purposes of Client retrieving Client Data for a period of up to sixty (60) days. After 60 days, SpryPoint will have no obligation to maintain or provide any Client data and shall thereafter, unless legally prohibited, delete all Client Data and will have no further obligation to make it available to Client. 10. Messaging. 10.1 Supplemental Messaging Service Terms. If Client elects to use SpryPoint’s Messaging Service, the following supplemental terms (“Messaging Terms”) will apply. 10.2 Responsibility & Risk. Client shall be solely responsible for the content of any communications which Client initiates or authorizes in connection with the Messaging Services. SpryPoint shall have no responsibility or liability with respect to messages or communications initiated or authorized by Client. Client assumes all risks associated with use of the Messaging Service. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06072024 Master Subscription Agreement Page 9 of 12 10.3 Messaging Indemnity. To the extent permitted by applicable law and subject to Section 8.2, Client shall hold harmless, defend and indemnify SpryPoint and its officers, directors, employees, contractors and representatives from and against all claims, damages, losses and expenses including without limitation any statutory damages, penalties arising out of or relating to the content of the Messaging Service initiated or authorized by Client. To obtain indemnity under this section 10.3, SpryPoint shall: (i) give written notice of any claim promptly to Client; (ii) give Client sole control of the defense and settlement of such claim, provided that Client may not, without the prior consent of SpryPoint (not to be unreasonably withheld), settle any claim unless it unconditionally releases SpryPoint of all liability; (iii) provide to Client all available information and assistance; and (iv) not take any action that might compromise or settle such claim. 10.4 Compliance. SpryPoint is limited to delivering the Messaging Service to the Client as part of the Service, accordingly, compliance with applicable laws is strictly Client’s responsibility with respect to the Messaging Service notwithstanding any provision to the contrary. 11. Miscellaneous 11.1 Independent Contractor. SpryPoint and all persons employed by or contracted by SpryPoint to furnish labor and/or materials under this Agreement are independent contractors and do not act as agents or employees of Client. SpryPoint has full rights to manage its employees in their performance of the Service under this Agreement. This Agreement does not create, nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-Party beneficiaries to this Agreement. 11.2 Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of California. 11.3 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon the third business day after first class mailing. Notices to the Client shall be sent to: 1635 Faraday Ave Carlsbad, CA 92008 Attention: Information Technology Director Notices to SpryPoint shall be sent to: Nick Stone, CFO 45 Queen Street Suite #401 Charlottetown, PE C1A 4A4 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06072024 Master Subscription Agreement Page 10 of 12 11.4 Waiver. No failure or delay by either Party in exercising any right under this agreement shall constitute a waiver of that right or any other right. Neither Client’s review, acceptance nor payments for any of the Services provided under this Agreement shall be constructed to operate as a waiver of any SpryPoint’s rights under this agreement or of any cause of action available to SpryPoint arising out of the performance of this Agreement. 11.5 Force Majeure. In no event shall SpryPoint be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or 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 not owned, operated or controlled by SpryPoint; it being understood that SpryPoint shall use reasonable efforts which are consistent with accepted software industry practices to resume performance as soon as practicable under the circumstances. In the event SpryPoint is unable to resume services within a reasonable time, Client may terminate this Agreement and SpryPoint will only be entitled to payment for services rendered up until the termination date. In no event shall Client be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God. 11.6 Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party (which consent shall not be unreasonably withheld as long as the Agreement terms remain the same). 11.7 Severability. To the extent permitted by the law, the Parties waive any provision of law that would render any clause of this Agreement invalid or unenforceable. In the even that a provision herein is held to be invalid or unenforceable, such provision will be interpreted to fulfills its intended purpose to the maximum extent permitted by the law, and the remaining provisions of this Agreement will continue in full force and effect. 11.8 Publicity. Except as required for the Service, SpryPoint shall not use Client’s name, logos, or trademarks in any written press releases, advertisements and/or marketing materials without the prior consent of Client, SpryPoint is authorized to use Client’s name as required to perform the Service. 11.9 Amendment. This Agreement may only be amended in writing by authorized representatives of each Party. For clarity, Client processes changes to an SOW or purchases of additional products or services as an amendment to the Agreement for records management purposes. In the event SpryPoint uses Change Orders or Order Forms to process these types of changes, the parties agree that in this context, Amendment, Change Orders, or Order Forms as used interchangeably. SpryPoint agrees and understands that Client will create an amendment and will include the Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06072024 Master Subscription Agreement Page 11 of 12 applicable Change Order or Order Form (if applicable) as an exhibit to process any applicable payments due to SpryPoint and memorialize changes to the SOW and/or additional purchases. 11.10 Execution in Counterparts: This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument. 11.11 Compliance with Laws: Notwithstanding any clause to the contrary, SpryPoint will at all times keep fully informed, observe and comply with all laws, ordinances, and regulations which in any manner which are applicable to SpryPoint in the performance of the Services by SpryPoint, and will be responsible for the compliance of SpryPoint's services with all applicable laws, ordinances and regulations applicable to SpryPoint. /// /// /// /// /// /// /// /// /// /// /// /// Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06072024 Master Subscription Agreement Page 12 of 12 12. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of SpryPoint each represent and warrant that they have the legal power, right and actual authority to bind SpryPoint to the terms and conditions of this Agreement. Executed by SpryPoint this___________ day of _______________________, 2025. SpryPoint Services, Inc. a Canadian corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) City Manager (print name/title) Attest: By: SHERRY FREISINGER, City Clerk (sign here) By: Faviola Medina Director of Constituent & Clerk Services (print name/title) APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 April Chief Executive Officer 22nd Kyle Strang Nick Stone CFO Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 45 Queen Street Charlottetown, PE SpryPoint.com C1A 4A4, Canada Exhibit A - Statement of Work Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 1 Table of Contents Table of Contents 1. Introduction 4 2. Project Guiding Principles 5 2.1. Guiding Principles 5 3. Scope of Work 6 3.1. Overall Project Approach 6 3.2. Pre-Project Initiation 7 3.3. Project Initiation 8 3.3.1 Project Initiation – Project Start Up 8 3.3.2 Project Initiation – Provision SFTP Site for Data Transfer 8 3.3.3 Project Initiation – Deploy Environments 8 3.3.4 Project Initiation – Foundation Training 8 3.3.5 Project Initiation – Data Review 9 3.3.6 Project Initiation – Workshop Questionnaires 9 3.3.7 Project Initiation – Deliverables, Roles & Responsibilities 10 3.4 Analysis 13 3.4.1 Analysis – Overview/System Familiarization 13 3.4.2 Analysis - Workshops 13 3.4.3 Analysis – Planning Documents 15 3.4.4 Analysis – Data Migration 15 3.4.5 Analysis – Reports & Dashboards 15 3.4.6 Analysis – Organizational Change Management 16 3.4.7 Analysis – Deliverables, Roles & Responsibilities 17 3.5 Configuration 21 3.5.1 Configuration – Configuration Workbook & Workshops 21 3.5.1.1 Configuration – Bill Statement 21 3.5.1.2 Configuration – Collection Letters 21 3.5.1.3 Other Configuration Items 22 3.5.2 Configuration – Data Migration 22 3.5.2.1 Data Mapping 22 3.5.2.2 Data Migration, Iterations & Refreshes 24 3.5.2.3 Summary of Data Iterations 25 3.5.2.4 Iteration 1 25 3.5.2.5 Iteration 2 25 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 2 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.5.2.6 Iteration 3 26 3.5.2.7 Iteration 4 26 3.5.2.8 Data Cleansing 27 3.5.2.9 Data Acceptance Testing 27 3.5.3 Configuration – Data Migration – Backflow 28 3.5.4 Configuration – Integrations & Enhancements 28 3.5.4.1 Interfaces 28 3.5.4.2 Enhancements 28 3.5.5 Configuration – Core Team Training 29 3.5.6 Configuration – Reports & Dashboards 29 3.5.7 Configuration – Security & Roles 29 3.5.8 Configuration – Organization Change Management (OCM) 30 Risk Assessment 30 Sponsor Assessment 30 P-P-P-P Exercise 30 Sponsor Interview 30 Group Impact Assessment 31 OCM Scope and Goals Summary 31 OCM Strategy Presentation 31 Customer Bill Statement Communication Plan 32 3.5.9 Configuration – Deliverables, Roles & Responsibilities 33 3.6 Test 38 3.6.1 Test – Test Scripts 38 3.6.2 Test – Training Material 38 3.6.3 Test – Tester Training 39 3.6.4 Test – Enhancement Testing 39 3.6.5 Test – Integration Testing 39 3.6.6 Test – Functional Testing 39 3.6.7 Test - Bill Validation Testing 40 3.6.8 Test – User Acceptance Testing 40 3.6.9 Test – Client Driven Solution Walkthrough 41 3.6.10 Test – Deliverables, Roles, Responsibilities 42 3.7 Deploy 46 3.7.1 Deploy – Prerequisites 46 3.7.2 Deploy – Go Live Cutover Plan 46 3.7.3 Deploy – Go/No Go Decision 47 3.7.4 Deploy – End User Training Material 47 3.7.5 Deploy – End User Training 47 3.7.6 Deploy – Mock Go Live 48 3.7.7 Deploy – Customer & Vendor Notifications 48 3.7.8 Deploy – Go Live 48 3.7.9 Deploy - Deliverable(s), Roles & Responsibilities 49 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 3 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.8 Operate 52 3.8.1 Operate – Post Go Live Support 52 3.8.2 Operate – Transition to Customer Success 52 3.8.3 Operate – System Acceptance & Project Close Out 53 3.8.4 Operate – Deliverables, Roles, & Responsibilities 54 3.9 Project Governance 56 3.9.1 Project Management (PM) 56 3.9.2 Project Communications & Tools 56 3.9.3 Acceptance Period 57 3.9.4 Agreed Severity Definitions 58 3.9.5 Milestone Acceptance Process 59 3.9.6 Scope & Project Change Management 59 3.9.7 Issues and Risk Management 60 3.9.8 Conflict Resolution and Escalation Process 61 3.9.9 Project Working Times 61 3.9.9.1 Project Working Schedule 61 3.9.9.2 Statutory Holidays 61 3.9.10 Executive Steering Committee 63 3.9.11 Project Management Recurring Deliverables 63 4 Integrations & Enhancements 65 4.1 Integrations 65 4.2 Enhancements 72 5 Travel 72 6 Project Assumptions 73 6.1 General Assumptions 73 6.2 System Testing Assumptions 74 6.3 Training Assumptions 74 6.4 Production Readiness and Cutover Assumptions 74 7 Appendices 75 7.1 Definitions 75 7.2 Milestone Schedule 80 7.3 Document Samples 94 7.3.1 Project Status Report - Sample 95 7.3.2 Risk Log 100 7.3.3 Change Order Form 103 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 4 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 1. Introduction This Statement of Work (SOW) is entered into per the Agreement Date by and between SpryPoint Services Inc. (hereinafter “SpryPoint”), with principal offices in Charlottetown, PE, and City of Carlsbad, CA (“ the Client”) with offices at 1200 Carlsbad Village Drive Carlsbad, CA 92008, United States of America. Background Statements: ● SpryPoint will provide a range of software solutions and services to achieve a business solution that meets the identified Customer Information System (CIS) Solution (“Solution”) requirements of the Client. Client is open to new ways to achieve the same outcome but are not looking to go backward in functionality or efficiency. ● The Solution will encompass several SpryPoint products with Metabase included as a reporting and dashboard solution. The products include: o SpryCIS – Customer Information System o SpryMobile – Mobile Field Service o SpryEngage – Customer Engagement Portal o SpryBackflow – Cross Connection o SpryIDM – Interval Data Management ● The Client wishes to work together with SpryPoint for the implementation of the Solution and SpryPoint agrees to provide such services and/or software as agreed to in the terms provided herein. ● This Statement of Work provides the general detailed terms and provisions that govern the delivery of all services and/or deliverables to the Client by SpryPoint. This document is one of several that constitute the Agreement. As such, if any discrepancy exists between the documents, the precedence shall be listed in the Master Subscription Agreement. These documents help define the project’s scope and will guide its execution. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 5 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 2. Project Guiding Principles 2.1. Guiding Principles The Project will employ the following guiding principles throughout its operation and execution: 1. Standardize and align business operations to Industry best practices where it makes sense. 2. The Project will be based on a ‘Solution-Based’ approach rather than a ‘System- based’ approach focusing on high value processes and driving efficiencies. 3. The Client will empower designated Project team members knowledgeable on current state of operations to make decisions that will bind the Client in future state business process operations. These designated team members will be represented in each workshop. 4. Leverage base application capabilities as much as possible and minimize Client specific customizations. 5. SpryPoint and the Client will operate as a unified team and partners in the execution of the Project. 6. There will be a focus and commitment to organizational change management and staff preparation and readiness throughout the Project. 7. Transparency of Project status and readiness will not be compromised regardless of desired outcome. 8. SpryPoint will lead the project and keep consistent communication and transparency in the progress tracking of the project as outlined in the Project Governance Section of this document. 9. The project is being implemented as part of a larger project that involves the implementation of Workday. SpryPoint will work with AVAAP, the city WorkDay implementor, to coordinate project schedules. 10. The primary tool for collaboration and virtual meetings will be Microsoft Teams. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 6 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3. Scope of Work 3.1. Overall Project Approach SpryPoint shall use its implementation methodology, to deliver the SpryPoint Services, while reporting and delivering to the Client the requested deliverables and service levels in this SOW. SpryPoint will use its hybrid approach that brings together the best of the traditional Waterfall Methodology and combines it with the best elements of the Agile Methodology. This hybrid approach encompasses Project Management tasks, Pre-Project tasks, and five (5) phases, as follows: ● Analysis ● Configure ● Test ● Deploy ● Operate The Project scope assumes all SpryPoint Products will go live at the same time. If it is determined during implementation to split up the go live of one or multiple products, the change order process will be engaged to outline any project impacts. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 7 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.2. Pre-Project Initiation Before Project Initiation there are several pre-project activities the Client can choose to perform to prepare for the implementation. Completion of these activities is not mandatory to start the project but will need to be completed at some point before go- live. ● Documentation to gather: ✔ Operating policies: ✔ Any documentation on Standard Operating Procedures ✔ Published rules/policies ✔ Internal documentation – How Tos/Workflows, etc. ✔ Gather Lists of Information: ✔ Customer Forms (online or printed) ✔ Communications – letters (collections, budgets, payment plans, etc.) ✔ Service Order Types ✔ Credit Memos ✔ Miscellaneous Charges ✔ Billing Rates/details ✔ Penalty and collection rules ✔ GL codes used in CIS ✔ Meter data (counts, types of meters, inventory, GIS information) ✔ Staffing and Roles: ✔ Identify Subject Matter Experts ✔ Grid of staff, roles, and responsibilities ✔ Field Operation users that will need to be engaged with SpryMobile ✔ Bill Statement ✔ Bill design, structure of content, changes from existing bill ✔ Goals of redesign ✔ Who needs to approve a new design? ✔ Does the new design need to be approved by a committee? If so, how long does this process take ✔ Reporting ✔ What reports do you have today? ✔ Do you still use this report and what is it for? ✔ Complete a Reports list ✔ Collect report samples] ✔ Data Migration ✔ Prepare raw database dump of legacy CIS system ✔ Data Cleansing ✔ Start to identify problem records (accounts, customers, premises) ✔ Start to identify duplicate records Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 8 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ✔ Identify problems with data that should be resolved ✔ Identify fields that are multipurpose 3.3. Project Initiation Project Initiation describes the collaboration between the Client and SpryPoint to begin the project. SpryPoint cannot start project initiation until the contracts have been fully executed. Approximately sixty (60) days from contract execution, SpryPoint will initiate the project, and start preparation and mobilization of its resources in accordance with the requirements defined in this SOW. 3.3.1 Project Initiation – Project Start Up SpryPoint will mobilize the SpryPoint project team to ensure they have a strong understanding of the Client and the project scope. An introduction call with the will be scheduled to • Mobilize project teams • Complete introductions, • Finalize the project schedule • Agree and setup project infrastructure and finalize the approach for file sharing • Discuss next steps 3.3.2 Project Initiation – Provision SFTP Site for Data Transfer SpryPoint will provision an SFTP site for client data transfer. Client to identify team members who will require access, these team members are the resource(s) responsible for completing the data transfer. 3.3.3 Project Initiation – Deploy Environments SpryPoint will deploy environments as defined in the Exhibit A – Pricing Schedule. Upon deployment of the environments SpryPoint will setup access for Core Team, so the Client can connect and validate that the environments are available and ready for use 3.3.4 Project Initiation – Foundation Training To prepare for the analysis workshops SpryPoint will provide system training on demo data that allows the Client to understand how the out of the box solution handles business processes. This training also helps level set on SpryPoint terminology, and helps Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 9 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved the Client make more informed decisions during the Analysis workshops. This training will not be role based, will not be specific to the client’s business processes and will data that is representative of the Client data, not the Client’s actual data. Any Client personnel that will be participating in the Analysis Workshops must participate in this training. 3.3.5 Project Initiation – Data Review Before the workshops the Client will provide SpryPoint with a copy of their data for analysis. This data analysis will provide insight into the Client and help identify focus areas during the discovery workshops. 3.3.6 Project Initiation – Workshop Questionnaires Before the workshops SpryPoint will prepopulate the questionnaires with our understanding based on all information gathered to date. The questionnaires will then be sent to the Client Core Team who will validate the information and update unanswered questions and/or provide more information and return the completed questionnaires to SpryPoint no less than two (2) weeks before the scheduled workshops, unless otherwise mutually agreed. These questionnaires and designed to help facilitate the workshops and identify areas of concern or where additional discovery may be required. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 10 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.3.7 Project Initiation – Deliverables, Roles & Responsibilities For this implementation to be successful, there are various levels of engagement that are required by team members on both the Client and SpryPoint teams. The RACI charts are designed to demonstrate who needs to perform work on each project deliverable. The following key will be used for each RACI to explain the level of engagement required. R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done; C = Consulted – provides input into a task and/or consulted before a decision or action; I = Informed – Must be informed after a decision or action Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d 11 No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 1. Mo b i l i z e P r o j e c t Te a m Id e n t i f y a n d a s s i g n t e a m m e m b e r s a n d in t r o d u c e t e a m s . A R I 2. Mo b i l i z e Cl i e n t Pr o j e c t T e a m Id e n t i f y a n d a s s i g n t e a m m e m b e r s a n d in t r o d u c e t e a m s . A R I I C 3. Pr e -Pr o j e c t Ki c k o f f In i t i a l P r o j e c t M a n a g e r s M e e t i n g t o in t r o d u c e pe o p l e & o u t l i n e ne x t s t e p s , sc h e d u l e m e e t i n g s , a n d s t a r t p r o j e c t wo r k . A I R I 4. Pr e p a r e p r o j e c t in f r a s t r u c t u r e Se n d w e l c o m e i n f o r m a t i o n , s e t u p s h a r e d dr i v e s a n d a c c e s s . A R 5. In i t i a l P r o j e c t Sc h e d u l e Up d a t e p r o j e c t p l a n t h a t w i l l b e u s e d a s ba s e l i n e f o r p r o j e c t . A C Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k 12 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 6. Pr o j e c t K i c k o f f Fo r m a l m e e t i n g t o k i c k o f f t h e P r o j e c t . Th i s i n c l u d e s t h e f o l l o w i n g a c t i v i t i e s : ▪ Me e t i n g a g e n d a ▪ Me e t i n g p r e s e n t a t i o n A C C C C I I C 7. En v i r o n m e n t Se t u p Pr o v i s i o n e n v i r o n m e n t s a n d p r o v i d e ac c e s s f o r t h e c o r e t e a m . A R C 8. Ve r i f y en v i r o n m e n t s Co n f i r m l i s t o f i n i t i a l a c c e s s a n d c o n f i r m us e r s c a n l o g i n . C A C 9. An a l y s i s Wo r k s h o p Sc h e d u l e co m p l e t e Th e c r e a t i o n o f t h e w o r k s h o p s c h e d u l e an d in v i t e s s e n t . A C R C Ad d K e y : R = R e s p o n s i b l e – As s i g n e d t o c o m p l e t e t h e t a s k / I . e y o u w i l l h a v e w o r k t o d o ; A = A c c o u n t a b l e – Ha s f i n a l d e c i s i o n -ma k i n g a u t h o r i t y a n d a c c o u n t a b i l i t y f o r c o m p l e t i o n ; t h i s p e r s o n w i l l e n s u r e t h e w o r k g e t s d o n e . He / s h e m a y or m a y n o t b e d o i n g w o r k b u t n e e d s t o m a k e s u r e t h e w o r k g e t s d o n e . C = C o n s u l t e d – pr o v i d e s i n p u t i n t o a t a s k a n d / o r c o n s u l t e d b e f o r e a d e c i s i o n o r a c t i o n ; I – In f o r m e d – Mu s t b e i n f o r m e d a f t e r a d e c i s i o n o r a c ti o n Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 13 3.4 Analysis The purpose of the Analysis phase is to gather the specific information needed to complete configuration of the SpryPoint Products. This phase is also used to clarify any business requirements and processes and/or identify any gaps that may exist. 3.4.1 Analysis – Overview/System Familiarization Before any discovery can occur, system training will be completed with the Client Core Team. This training will be using demo data and the Client will be provided copies of our core course content. This training documentation will not be tailored to the Client’s specific business processes. The purpose of this training is to help familiarize the Client with how the SpryPoint Solution works out of the box and to level set on terminology. This will help facilitate more efficient analysis workshops. Any Client employee that will be included in the Analysis Workshops should participate in this training session. 3.4.2 Analysis - Workshops A SpryPoint team member will lead workshops involving appropriate SpryPoint project resources, and the Client business process experts to create an Analysis Report. These workshops and the resulting documentation will work to define the future business processes and identify any gaps between the desired future business processes/agreed proposal requirements scope in Exhibit H and SpryPoint Functionality. SpryPoint and the Client will jointly identify and document the business processes. SpryPoint will provide draft copies of the Analysis Report and other documentation on an agreed upon timeframe for review and approval by Client to ensure accuracy of the information gathered. Prior to the workshops SpryPoint will: ✔ Develop Workshop schedule/agenda with input from the Client ✔ Prior to interviews, SpryPoint staff will familiarize themselves with the Client’s legacy system using available material provided by the Client, personal interviews, and other such information as needed. During this activity SpryPoint will: ● Conduct workshops to discuss possible organizational changes that may result from implementing the new system, and how to manage them. ● Conduct individual or group interviews to confirm current business processes, review standard configuration of the SpryPoint Service in relation to these Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 14 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved processes, recommend process changes based on the best practices with the SpryPoint Product(s), and identify enhancements or configuration changes that are needed, or that could be mitigated by the adoption of recommended business practice changes. The following business processes will be reviewed. • Customer Service • Premises • Service Orders • Meters • Billing • Accounting, payments, collections and bankruptcy processes, including debt remaining at any premise and recovered through transfer of title • Customer Engagement • Customer Communications • SpryEngage o Self Service ▪ Registration ▪ Payments ▪ Payment History ▪ Billing ▪ Analytics ▪ Forms ▪ Password Resets ▪ Requests ▪ Profile Management ▪ Help & FAQ ▪ Administration o Campaigns & Alerts o Customer Relationship Management ▪ Mobile Field Service • Dispatching • Meter activities • Service Orders • Optimized Routing • Photos • Inspection process to include recycled water ▪ SpryBackflow • Tester Registration o Required certification o Documents o Process for updating certificates • Assembly test submission workflow and test approval process • Assembly record management and customer and location record management Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 15 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved • Test due notification process • Other notifications or letters • Required report During this sub-section of the Analysis phase, other workshop sessions may be identified and required to ensure all business needs are being met. 3.4.3 Analysis – Planning Documents During the Analysis Phase there are several documents that are created. To create these documents SpryPoint will meet with the appropriate Client team members. ● Test Plan – A document that outlines the strategy for testing. As part of the test plan testing success parameters will be agreed to with the Client. For example: it will include criteria like X % of residential accounts need to be checked or 100% of industrial accounts with no unexplainable discrepancies. ● Training Plan – a document that outlines the requirements for training. This includes a training matrix that can be used to plan End User training for the various user roles and courses. The Client will be responsible for matching training needs to individual End Users. ● Security Plan - Based on the workshops and interviews, SpryPoint will provide an out of the box security plan. In addition, SpryPoint provides base security roles. The Client will be responsible to match individual users to the security roles and assign roles to their users. 3.4.4 Analysis – Data Migration Data Conversion is a critical part of every implementation project. During the Analysis Phase, workshop(s) will be held to define the following: ● Location of Client Data and access to Client data ● Confirmation of records that require conversion (as defined below) ● What format the Client Data will be received in ● Data cleansing options ● Parameters for data checking/validation ● How Client Data will be mapped to the new data structure This information will be gathered and documented in the Data Conversion Strategy document. 3.4.5 Analysis – Reports & Dashboards During the Analysis Phase a Report & Dashboard Analysis will be completed. This analysis starts with SpryPoint reviewing the out of the box reports and dashboards with the Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 16 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Client. Upon completion of this review SpryPoint will create a Report & Dashboard plan that outlines the following: • Out of the box reports and/or dashboards that meet the future state business processes. • Out of the box reports and/or dashboards that need minor customizations to support the future state business processes. • New reports and/or dashboards that will be required to be built to support the clients future state business processes. 3.4.6 Analysis – Organizational Change Management The objective of Organization Change Management (OCM) in the Analysis phase is for the SpryPoint team to better understand the current state of the Client, assess the organizational culture and the capacity to change. During this phase SpryPoint will provide: • OCM Overview Presentation/Discovery • OCM Plan Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d 17 3. 4 . 7 An a l y s i s – De l i v e r a b l e s , R o l e s & R e s p o n s i b i l i t i e s No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 1. Sy s t e m Fa m i l i a r i z a t i o n A p r o d u c t o v e r v i e w s e s s i o n ( s ) t h a t a r e de s i g n e d t o p r o v i d e t h e Cl i e n t wi t h a l o o k at h o w t h e Sp r y P o i n t pr o d u c t ( s ) w o r k be f o r e t h e A n a l y s i s w o r k s h o p s C A C R 2. Wo r k s h o p Qu e s t i o n n a i r e s Do c u m e n t ( s ) w i t h q u e s t i o n s t h a t w i l l n e e d to b e a n s w e r e d b y t h e c o r e t e a m a n d a r e us e d a s p a r t o f t h e d i s c o v e r y w o r k s h o p se s s i o n s . N o t e : T h e Sp r y P o i n t PM m a y de t e r m i n e t h e s e a r e n o t r e q u i r e d f o r t h e pr o j e c t A R 3. Wo r k s h o p Qu e s t i o n n a i r e s Pr o v i d e an s w e r s in t h e q u e s t i o n n a i r e s . A R 4. To p i c S p e c i f i c Wo r k s h o p s Wo r k s h o p ( s ) w i l l b e c o m p l e t e d t o d i s c u s s th e r e q u i r e m e n t s i n e a c h a r e a a n d i d e n t i f y R A Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k 18 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t an y g a p s . A n a g e n d a w i l l b e p r o v i d e d f o r ea c h w o r k s h o p . 5. At t e n d wo r k s h o p s Cl i e n t wi l l e n s u r e t h e c o r r e c t s u b j e c t ma t t e r s e x p e r t s a r e a v a i l a b l e a n d pa r t i c i p a t e i n w o r k s h o p s . C A 6. An a l y s i s R e p o r t A d o c u m e n t t h a t o u t l i n e s t h e i n f o r m a t i o n ga t h e r e d d u r i n g t h e d i s c o v e r y . T h i s do c u m e n t w i l l o u t l i n e a n y ga p s i d e n t i f i e d du r i n g t h e w o r k s h o p s R A C C I 7. An a l y s i s R e p o r t Up d a t e s Up d a t e s t o t h e A n a l y s i s R e p o r t w i t h a n y ch a n g e s / f e e d b a c k f r o m t h e Cl i e n t R A C R 9. An a l y s i s R e p o r t Re v i e w & Ap p r o v a l Th e t i m e r e q u i r e d t o f o r t h e Cl i e n t to re v i e w t h e A n a l y s i s R e p o r t a n d p r o v i d e fe e d b a c k a n d / o r a p p r o v e t h e d o c u m e n t C C A R I 10 . Re p o r t & Da s h b o a r d Pl a n Th i s p l a n i s u s e d t o i d e n t i f y w h i c h r e p o r t s an d d a s h b o a r d s r e q u i r e c u s t o m i z a t i o n o r ar e n e w t o s u p p o r t t h e c l i e n t s f u t u r e s t a t e bu s i n e s s p r o c e s s e s A R C R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k 19 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 11 . Te s t P l a n A d o c u m e n t t h a t o u t l i n e s t h e t e s t i n g st r a t e g y f o r t h e i m p l e m e n t a t i o n A R C C 12 . Tr a i n i n g P l a n A d o c u m e n t t h a t o u t l i n e s t h e s t r a t e g y f o r tr a i n i n g t h e Cl i e n t th r o u g h o u t t h e im p l e m e n t a t i o n . A R C C 13 . Da t a Co n v e r s a t i o n St r a t e g y A d o c u m e n t t h a t d e f i n e s a l l t h e Cl i e n t Da t a t h a t w i l l b e c o n v e r t e d . T h i s d o c u m e n t de f i n e s t h e d e t a i l s a n d p l a n f o r c o n v e r s i o n th r o u g h o u t t h e i m p l e m e n t a t i o n . R A C C 14 . Se c u r i t y P l a n an d B a s e l i n e Ro l e s ( o u t o f bo x ) A d o c u m e n t ( s ) t h a t o u t l i n e s t h e s e c u r i t y ac c e s s l i m i t s a n d t h e o u t o f th e b o x s e c u r i t y ro l e s an d t h e i r p u r p o s e . A R C C 15 . Se c u r i t y P l a n Ro l e As s i g n m e n t Up d a t e s t o t h e d o c u m e n t m a t c h i n g u s e r s to s e c u r i t y r o l e s . C C R A 16 . Or g a n i z a t i o n a l Ch a n g e Ma n a g e m e n t Pl a n A d o c u m e n t t h a t o u t l i n e s a s t r a t e g y f o r Or g a n i z a t i o n a l C h a n g e M a n a g e m e n t . A R C R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k 20 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 17 . Cl i e n t Co m m u n i c a t i o n Pl a n A d o c u m e n t t h a t o u t l i n e s r e c o m m e n d e d Cl i e n t co m m u n i c a t i o n s t h r o u g h o u t t h e Pr o j e c t f o r b o t h i n t e r n a l a n d e x t e r n a l co m m u n i c a t i o n s . A R R R 18 . Up d a t e s t o Cl i e n t co m m u n i c a t i o n s p l a n Go f o r w a r d c o m m u n i c a t i o n p l a n f o r Cl i e n t st a f f & i t s c u s t o m e r s C C A R C Ke y : R = R e s p o n s i b l e – As s i g n e d t o c o m p l e t e t h e t a s k / I . e y o u w i l l h a v e w o r k t o d o ; A = A c c o u n t a b l e – Ha s f i n a l d e c i s i o n -ma k i n g a u t h o r i t y a n d a c c o u n t a b i l i t y f o r c o m p l e t i o n ; t h i s p e r s o n w i l l e n s u r e t h e w o r k g e t s d o n e . H e / s h e m a y o r ma y n o t b e do i n g w o r k bu t n e e d s t o m a k e s u r e t h e w o r k g e t s d o n e . C = C o n s u l t e d – pr o v i d e s i n p u t i n t o a t a s k a n d / o r c o n s u l t e d b e f o r e a d e c i s i o n o r a c t i o n ; I – In f o r m e d – Mu s t b e i n f o r m e d a f t e r a d e c i s i o n o r a c t i o n Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 21 3.5 Configuration The configuration stage is the period in the Project where the project teams work to complete the initial “setup” of the SpryPoint product(s) to meet the specific business process requirements of the Client as defined in the Analysis document. 3.5.1 Configuration – Configuration Workbook & Workshops To document and track the configuration, SpryPoint uses a Configuration Workbook (Workbook). To populate the Configuration Workbook an agreed upon schedule of Configuration meetings are scheduled. While SpryPoint is accountable for maintaining the Workbook, the Client will be asked to be responsible to provide updates and input into the Workbook. The purpose of the Workbook is as follows: ● Provide a checklist of all required configuration settings ● Document configuration settings ● Show which configuration settings have been completed and where (i.e., Production Environment or Staging Environment) At this point in the Project this will be referred to as the Initial Configuration. As SpryPoint works with the Client through the testing and data conversation activities, changes to configuration may be required. SpryPoint will be responsible for ensuring the configuration is updated with these changes. 3.5.1.1 Configuration – Bill Statement SpryPoint uses an iterative approach to complete the bill statement configuration. It starts gathering initial requirements to determine the initial look and feel of the statement. This will be provided to the Client to provide some initial testing and feedback. Up to two (2) more additional iterations will be completed to meet the Client’s requirements. 3.5.1.2 Configuration – Collection Letters SpryPoint uses an iterative approach to complete the Collection Letter configuration. It starts gathering initial requirements to determine the initial look and feel of the Collection Letter(s). This will be provided to the Client to provide some initial testing and feedback. Up to two (2) more additional iterations will be completed to meet the Client’s requirements. Note a set of Collection Letters includes the letters to support the steps of the Collection Process. For example, if the collection process may have 3 steps that requires documents Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 22 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved to be created (1- Late Notice; 2- Delinquent Notice; 3 – Disconnect/Cut-off Notice) all three letters would be included in the scope. 3.5.1.3 Other Configuration Items Other items required to be configured during this phase are: ● Service Orders - SpryPoint will gather requirements for developing Client’s Service Order processes including service types. ● Miscellaneous Letters– Report deliverables (letters) will be created by SpryPoint with respect to the Client logo, contact information, return address and text. The Client will supply the logo, contact information, return address, and text to SpryPoint for development of the letters. Some examples include, but is not limited to: o Welcome Letter o Returned Check Fee Letter o Payment Arrangement Agreement Letter o Bankruptcy Letter During implementation SpryPoint will work with the Client to build and deliver all letter(s) and template(s) up to a maximum of 15. 3.5.2 Configuration – Data Migration SpryPoint uses an Agile project approach during the data migration process. SpryPoint will be responsible for the assistance of transformation and load of the data from the Client's current systems to SpryPoint Products. It should be noted that while SpryPoint is responsible for the transformation and loading of data, the Client must provide user(s) who understand how the Client currently uses the system and to complete data extraction and support transformation activities. 3.5.2.1 Data Mapping Before data can be extracted from the legacy system or imported into the various SpryPoint products, a data mapping document must be completed. SpryPoint will provide a document outlining all the data points that need to be mapped. The Client will be required to work with SpryPoint to ensure understanding of how data is used in the legacy system. Agreed Time SpryPoint will convert 3 full calendar years plus the number of months to go live of history into SpryCIS. SpryPoint will archive any Client Data older than 3 calendar years. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 23 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved The following table provides specific details of the objects to be converted, where the agreed time is 3 full calendar years, plus the number of months to go live of history. SpryCIS Objects to Convert Object Details Customers Active customers with balances within the specific time limits, including relationships (i.e., landlords/tenants). This also includes customer addresses and corresponding contact information. Note: In the agreed time if there are inactive customers with balances these will be included in the conversion. Premises All active premises in the agreed time. Accounts Active accounts only within the time range and inactive accounts with a balance and inactive accounts that have historical activity and/or have been closed in the agreed time. Meters All active meters within the agreed time range, regardless of account status. Service Points Active service points within the agreed time range. Meter Readings For all converted meters per the agreed time. AR Balance All active account balances within agreed time. Service Orders All active and completed service orders within the agreed time frame. Bill History Includes transactional data for any active accounts, inactive accounts with historical transactions within the agreed time. Deposits If applicable, active deposit values will be converted. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 24 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Equipment All active equipment. Remotes All active meters within the agreed time range, regardless of account status (if applicable). Notes & Comments Notes & Comments for applicable converted records. Additional history can be brought into the SpryCIS Archive Data Store. The Archive Data Store allows for inquiry and retrieval of historical, non-editable transactional data within the SpryCIS application. 3.5.2.2 Data Migration, Iterations & Refreshes SpryPoint will design, develop, and create validation processes (For example: accounts receivable balances, meter reads, consumption, record counts, etc.). The Client is responsible for all data extraction activities from the legacy system. The extraction file format is flat CSV (comma-delimited). SpryPoint will provision an SFTP site for data transfer, where the Client team can upload the data to be converted. The process starts with extracting and importing core data elements, and then with each conversion iteration, additional data elements will be added. After each conversion iteration, data validation reports will be provided to the Client to review and sign off on. During the conversion process Client will extract the mapped data from the Client's legacy system and SpryPoint will import the data into the SpryPoint solution(s). In addition to this the Client is expected to complete the Data Acceptance Testing. SpryPoint will run the data conversion programs and provide reports to assist the Client with data quality validation – for example reconciliation reports (extracted = loaded). The scope of this implementation includes an estimated 4 major data iterations with a maximum of 8 conversions. Each major iteration has a defined purpose and data requirements to meet that goal. In some instances, it may be required to complete multiple conversions to meet the goals and purpose of the major iteration. To ensure project efficiencies, the SpryPoint Project Manager will determine based on the project schedule and project needs if additional conversions are required and timing of those conversions, to ensure the data is correct to support a successful go live. Note: If it is mutually agreed to by both parties the decision can be made to proceed with the next data iteration if one of the activities is not completed. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 25 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.5.2.3 Summary of Data Iterations The following Table provides a summary of the data iterations. Specific details on each iteration can be found in the sections that follow. Data Iteration Iteration Goals Max number of Conversions 1 Convert master records to allow for baseline testing 2 2 Converts transactional data 3 3 Supports user acceptance testing activities & bill validation 2 4 Supports go live 1 3.5.2.4 Iteration 1 This is the initial data extraction and as a result is the first test of the data mapping. When this iteration of data is completed, users will be able: ● Review Client Data in the respective SpryPoint solutions on the following record types: o Accounts o Customers o Premises o Services o Service Points o Meters o Service Agreements o Billing Agreements o Meter Reads ● Complete data acceptance testing. ● Create bills, install meters, create billing & service agreements, and transitions. 3.5.2.5 Iteration 2 The goal of this iteration is to fix issues found during Iteration 1 and any additional record types required to start bill validation testing and other product testing. The following activities are targeted to be completed before Iteration 2 can be completed: ● Completion of Iteration 1 data conversion and data acceptance testing ● Completion of data cleansing activated identified in Iteration 1 ● Completed configuration adjustments identified Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 26 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Upon the completion of Iteration 2, the Client will be able to see and review: ● Client Data in the SpryPoint solutions to include: o Updated records from Iteration 1 o Transaction history o Deposit records ● Complete data acceptance testing ● Complete bill validation testing 3.5.2.6 Iteration 3 The goal of Iteration 3 is to fix issues identified in the previous iteration and convert any remaining records identified in the data conversion mapping document that have not been converted yet. To complete Iteration 3, the following prerequisites are targeted to be completed: ● Completion of Iteration 2 data conversion and data acceptance testing ● Completion of data cleansing activities identified in Iterations 1 & 2 ● Completion of configuration adjustments identified throughout testing Upon completion of Iteration 3, the Client will be able to: ● Address any edge cases or record types that have not been previously completed ● Complete User Acceptance Testing ● Complete Mock Go Live between Iteration 3 and 4 3.5.2.7 Iteration 4 The goal of Iteration 4 is to support Go-Live. In between data iterations, one or multiple data refreshes may be completed. Data refreshes can be requested by any project member but the final decision maker of whether to complete the refresh is the SpryPoint Project Manager. A data refresh is defined as the rerunning of the conversion processes using more recently extracted data. Another key tenet of a data refresh is that extract routine, conversion script, and/or, mapping changes will be minimal in comparison to a full iteration. A minor change is defined as script change that takes less than 1 hour to fix, such as fixing a mapping to support an edge case; adding handling for meter switches; changing rate mapping. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 27 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.5.2.8 Data Cleansing During the data migration process there will be requirements to clean up data, this will be referred to as data cleansing. There will be several methods used to complete this cleansing activity. The main ones are: ● Correct during the extraction – In some instances it is easiest to correct the data using scripting on the export from the legacy system. ● Correct during the import process – In some instances it is easiest to correct the data using scripting on the import into the SpryPoint product(s). ● Manual correction in legacy system- In some instances, the Client will be asked to correct the data in the legacy system. ● Correction in SpryPoint Product(s) – In some instances. The Client and/or SpryPoint Implementation Specialist will be asked to correct the data in the SpryPoint Product(s). This may be completed manually or by scripting. SpryPoint will work with the Client to decide the best approach on how data cleansing will be conducted and which of the above methods will be used or if an alternative method is required. SpryPoint and the Client will work together to come to a mutually agreed decision that is in the best interest of the Project. 3.5.2.9 Data Acceptance Testing After each data migration SpryPoint will provide data validation reports that will outline what data has been converted, control totals and areas of concern, areas where data cleansing may need to occur or any other data abnormalities. The Client will be required to review these reports with SpryPoint. In addition, the Client will be required to complete data acceptance testing. SpryPoint will provide checklists to use as guides for data acceptance testing. The Client is required to review and validate data for all records as outlined in the data conversion plan. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 28 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.5.3 Configuration – Data Migration – Backflow For SpryBackflow the following data items will be converted. SpryBackflow Objects to Convert Object Details Backflow Assemblies All active backflow assemblies and if applicable, any devices not yet installed but maintained in Client/Service Designee inventory Historical Test Historical test header details SpryBackflow uses an import approach for Data Migration. The Client/Service Designee will be required to extract the data in the requested formats. SpryPoint will import this data into SpryBackflow. Included in the scope of the project is 2 test data imports and the go live data import. 3.5.4 Configuration – Integrations & Enhancements During the configuration stage, documents will be created for each interface, and enhancement that are included in the Project. These documents will include more specific details on the business requirements for each interface, or enhancement. The document(s) will be provided to the Client to review, provide feedback, and sign off on. Once the document is signed off on then it will be scheduled with the development team for completion. Also, during this process each identified interface, and/or enhancement will be identified as required for Go-Live or not. This information will be used to help prioritize the delivery of this work. 3.5.4.1 Interfaces During the contracting process interfaces were identified and a high-level description of the functionality has been outlined in this document. To see a complete list of Interfaces and their description included in the scope of the project please see section 4.1 Interfaces. If interfaces, not listed in this document, are identified or requested, they will be deemed out of scope and the change order process will be initiated. 3.5.4.2 Enhancements During the contracting process in scope product enhancements were identified and a high-level description of the functionality has been outlined in this document. To see a complete list of Enhancements included in scope of this project please see section 4.2 Enhancements. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 29 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved If enhancements, not listed in this document, are identified or requested, they will be deemed out of scope and the change order process will be initiated as outlined in section 3.9.6 Scope and Project Change Management. 3.5.5 Configuration – Core Team Training To assist with the Client’s Core Team Members understanding of the SpryPoint product(s) SpryPoint will provide Core Team Training. This training is designed to give the Core Team members a full understanding of how to use the SpryPoint Product(s). SpryPoint will provide the Client copies of the training presentations and student workbooks. During the training, activities and assessments will be completed to help reinforce key concepts. Training material during core team training will be based on the out of the box system functionality and may include functionality that is not applicable to you, however the purpose of the training is to help the core team understand how the system might work for Client specific business processes. 3.5.6 Configuration – Reports & Dashboards During configuration any reports and dashboards identified as required for Go-Live in the Report Plan will be developed. As identified in the Report Plan, SpryPoint will work with the Client to build/configure: ● Dashboard – SpryPoint will work with Client to configure a Customer Service Dashboard of key metrics using Metabase. ● Reports - SpryPoint will work with appropriate Client project team members to modify existing reports or write new reports using the out of the box reporting tool and Metabase. ● Metabase Training – As part of the scope of the project SpryPoint will train the Client’s designated report writers on how to build reports and dashboards in Metabase. 3.5.7 Configuration – Security & Roles Based on the security plan, the Client will be responsible to assign security roles to users of the System. The Client can either use the out of the box security roles or they can create their own. When new functionality is released, SpryPoint is responsible to update the out of the box security roles only. If the Client has created their own custom security roles, they will be responsible to update any security related to new features to the affected roles. The SpryPoint Project Manager will work with the Client to ensure release notes are shared when required or applicable. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 30 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.5.8 Configuration – Organization Change Management (OCM) The following Organizational Change Management activities will be completed to support the Client and their users with the change that occurs during the implementation: Risk Assessment Measures the characteristics of the change and the attributes of the impacted organization to better understand the unique risks of the change. Changes that are more dramatic and farther reaching in the organization have a higher risk. Likewise, organizations and groups with histories and cultures that resist change face higher risk. Understanding these characteristics, attributes, and risks helps to scale the change management plans accordingly. Sponsor Assessment The Sponsor Assessment measures the people management chain of all the impacted groups in terms of their position relative to the change and their change management competency. The resulting sponsor coalition describes the leaders and managers who need to be on board and actively engaged in leading the change. The primary sponsor is the person who authorizes and champions the change. This person must be actively and visibly engaged in the change throughout the project. They also have a part in building a coalition of sponsors across the organization. Each member of the sponsor coalition has the responsibility to build support and communicate the change with their respective audiences. P-P-P-P Exercise This exercise assists the organization in connecting change management to business results by documenting the Project, Purpose, Particulars, and People. If the people impacted by the project do not support and engage in the change, then the particulars of that change are not realized. If these particulars are not achieved, then the purpose will not be achieved, and the business results are not met. Sponsor Interview The Sponsor Interview contains a list of questions that stakeholders may have about the project, and which can provide basic information about the project to stakeholders to create awareness and desire, the first two elements of the ADKAR® Model of individual change. Prosci® recommends that Primary Sponsors provide answers to these questions, which can then be repurposed throughout the project to reinforce key messaging concepts. These questions can also provide value for other tasks such as identifying stakeholders and defining project risk. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 31 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Group Impact Assessment The Group Impact Assessment measure the degree of anticipated changes to each of the groups impacted it terms of the follow 10 aspects of change. • Processes: The actions or steps taken to achieve a defined end or outcome. • Systems: A combination of people and automated applications organized to meet a set of objectives. • Tools: An item or implement used for a specific purpose; can be a physical object such as a mechanical tool or a technical object such as a web authoring tool or software program. • Job Roles: A physical geographical place that provides facilities for a stated purpose. • Critical Behaviors: Vital or essential response of an individual or group to an action, environment, person, or stimulus. • Mindset/Attitudes/Beliefs: A mental inclination, disposition or frame of mind reflected in behaviors. • Reporting Structure: The authority relationships in a company or organization; who reports to whom. • Performance Reviews: The process and indicators of how performance is measured and assessed relative to objectives. • Compensation: The amount of the monetary and non-monetary pay provided in return for work performed. • Location: A physical geographical place that provides facilities for a stated purpose. Not all groups will be impacted the same. Understanding the impacts relative to each impacted groups helps to scale the change management plans accordingly. OCM Scope and Goals Summary This document summarizes the scope and goals of the anticipated changes and provides a consolidate source for information that can be communicated as needed to the organization. OCM Strategy Presentation This presentation summarizes the analysis findings, documents key takeaways, and recommends next steps for the organization. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 32 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Customer Bill Statement Communication Plan This plan provides the organization with the tools to create an effective communication plan with their customers to ensure a smooth and successful rollout of the new billing system to their customers, minimizing billing disruptions and providing necessary support throughout the transition. This document will also provide best practices from other implementations on the tools to be used and the information to be imparted to customers Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d 33 3. 5 . 9 Co n f i g u r a t i o n – De l i v e r a b l e s , R o l e s & R e s p o n s i b i l i t i e s No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementatio n Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 1. Co n f i g u r a t i o n Wo r k s h o p s Wo r k s h o p s t h a t a r e h e l d o n a n a g r e e d u p o n s c h e d u l e to d e t e r m i n e t h e i n i t i a l c o n f i g u r a t i o n r e q u i r e m e n t s . R A C R 2. Co n f i g u r a t i o n Wo r k b o o k Co m p l e t e d Th e C o n f i g u r a t i o n W o r k b o o k i s fi l l e d o u t f o r t h e i n i t i a l ro u n d o f c o n f i g u r a t i o n . R A 3. Co n f i g u r a t i o n Wo r k b o o k As s i g n m e n t s & Ho m e w o r k Pr o v i d e r e q u i r e d i n p u t s & i n f o r m a t i o n f o r c o m p l e t i o n of t h e C o n f i g u r a t i o n W o r k b o o k C A 4. Sy s t e m Co n f i g u r a t i o n ( s ) Th e p r o c e s s t o co m p l e t e c o n f i g u r a t i o n i n t h e S y s t e m En v i r o n m e n t s . A R 5. Pa r t i c i p a t e i n Co n f i g u r a t i o n Se s s i o n s Be e n g a g e d i n c o n f i g u r a t i o n s e s s i o n s t o a n s w e r qu e s t i o n s a n d u n d e r s t a n d h o w c o n f i g u r a t i o n i s pe r f o r m e d C R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k 34 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementatio n Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 6. In t e g r a t i o n Do c u m e n t ( s ) Fo r a n y i n sc o p e i n t e r f a c e s , t h i s d o c u m e n t v a l i d a t e s th e i n t e r f a c e de s i g n a n d fu n c t i o n a l i t y . O n e d o c u m e n t wi l l b e c r e a t e d f o r e a c h i d e n t i f i e d i n t e g r a t i o n . A R 7. In t e g r a t i o n Re q u i r e m e n t s pa r t i c i p a t i o n Pa r t i c i p a t e i n i n t e g r a t i o n r e q u i r e m e n t s s e s s i o n s , pr o v i d e d o c u m e n t f e e d b a c k a n d a p p r o v e d o c u m e n t s A R 8. Co r e T e a m Tr a i n i n g Fu l l s y s t e m t r a i n i n g p r o v i d e d t o t h e Cl i e n t 's c o r e te a m m e m b e r s p e r t h e t r a i n i n g p l a n t h a t e n s u r e s t h e co r e t e a m u n d e r s t a n d s h o w t h e Sp r y P o i n t pr o d u c t ( s ) w o r k s . A 9. Pa r t i c i p a t e i n Co r e T e a m Tr a i n i n g Cl i e n t ’s C o r e T e a m w i l l p a r t i c i p a t e i n t h e s c h e d u l e d tr a i n i n g s e s s i o n s A R 10 . En h a n c e m e n t Do c u m e n t ( s ) If t h e r e a r e e n h a n c e m e n t s i n c l u d e d i n s c o p e , t h i s do c u m e n t v a l i d a t e s t h e b u s i n e s s u s e c a s e a n d ca p t u r e s t h e en h a n c e m e n t d e s i g n a n d f u n c t i o n a l i t y . If th e r e a r e m u l t i p l e e n h a n c e m e n t s o n e d o c u m e n t w i l l be c o m p l e t e d f o r e a c h . A R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k 35 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementatio n Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 11 . En h a n c e m e n t s Re q u i r e m e n t s pa r t i c i p a t i o n Pa r t i c i p a t e i n E n h a n c e m e n t B u s i n e s s r e q u i r e m e n t s se s s i o n s , p r o v i d e d o c u m e n t f e e d b a c k a n d a p p r o v e do c u m e n t s A R 12 . Da t a M a p p i n g Do c u m e n t A s p r e a d s h e e t t h a t m a p s e a c h f i e l d b e i n g c o n v e r t e d fr o m t h e l e g a c y s y s t e m t o a f i e l d i n a n a p p r o p r i a t e i n sc o p e Sp r y P o i n t pr o d u c t . R A C C 13 . Da t a E x t r a c t i o n fr o m l e g a c y sy s t e m Th e a c t i v i t i e s r e q u i r e d t o g e t d a t a o u t o f t h e Cl i e n t ’s le g a c y s y s t e m . C C A R 14 . Da t a I m p o r t i n t o Sp r y P o i n t Pr o d u c t ( s ) Th e a c t i v i t i e s r e q u i r e d t o b r i n g d a t a i n t o t h e Sp r y P o i n t pr o d u c t ( s ) . R A C C 15 . Da t a C o n v e r s i o n Re s u l t s R e p o r t Th e re p o r t ( s ) t h a t i s g e n e r a t e d a f t e r t h e d a t a co n v e r s i o n r o u n d i s c o m p l e t e d . R A C C 16 . Da t a C o n v e r s i o n Re s u l t s R e v i e w A m e e t i n g ( s ) t o d i s c u s s t h e d a t a c o n v e r s i o n r e s u l t s a n d an s w e r a n y q u e s t i o n s , i s s u e s o r c o n c e r n s . R A C R 17 . Da t a A c c e p t a n c e Ch e c k l i s t Te m p l a t e A t e m p l a t e t h a t o u t l i n e s t h e r e c o m m e n d e d d a t a el e m e n t t h a t s h o u l d b e t e s t e d A R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k 36 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementatio n Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 18 . Da t a A c c e p t a n c e Ch e c k l i s t Te m p l a t e Po p u l a t i o n Po p u l a t i o n o f s p e c i f i c d a t a e l e m e n t s t o b e t e s t e d d u r i n g da t a a c c e p t a n c e t e s t i n g i n t o t h e D a t a Ac c e p t a n c e Ch e c k l i s t . A R 19 . Da t a A c c e p t a n c e Te s t i n g Te s t i n g t h a t i s c o m p l e t e d b y t h e Cl i e n t to c h e c k a n d va l i d a t e t h e d a t a t h a t h a s b e e n c o n v e r t e d . R A 20 . Da t a A c c e p t a n c e Te s t i n g S u p p o r t An s w e r q u e s t i o n s a n d p r o v i d e g u i d a n c e d u r i n g d a t a ac c e p t a n c e t e s t i n g A R 21 . Id e n t i f y d a t a is s u e s Id e n t i f i c a t i o n a n d d o c u m e n t a t i o n o f d a t a i s s u e s f o u n d du r i n g d a t a a c c e p t a n c e t e s t i n g C C A R 22 . Da t a C l e a n s i n g De c i s i o n s Ma k e d e c i s i o n s o n t h e b e s t w a y t o r e s o l v e d d a t a is s u e s * * s e e D a t a Cl e a n s i n g S e c t i o n a b o v e . A R C C 23 . Co m p l e t e D a t a Cl e a n s i n g Ac t i v i t i e s - Sp r y P o i n t Co m p l e t e d a t a c l e a n s i n g a c t i v i t i e s A R C C 24 . Co m p l e t e d D a t a Cl e a n s i n g Co m p l e t e d a t a c l e a n s i n g a c t i v i t i e s C C A R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k 37 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementatio n Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t Ac t i v i t i e s – Cl i e n t 25 . Re p o r t s & Da s h b o a r d s Bu i l d / C o n f i g u r e r e p o r t s a n d D a s h b o a r d a s d e t e r m i n e d by t h e r e p o r t p l a n R A C R 26 . Se c u r i t y Co n f i g u r a t i o n Th e p r o c e s s o f a s s i g n i n g u s e r s t o s e c u r i t y r o l e s . C A R 27 . Sy s t e m R e a d y fo r T e s t i n g In i t i a l s y s t e m c o n f i g u r a t i o n c o m p l e t e d a n d sy s t e m re a d y f o r t e s t i n g . A R C C 28 . OC M T r a i n i n g Ma t e r i a l s Ma t e r i a l s t h a t w i l l b e u s e d t o t e a c h e n d u s e r s a n d a s s i s t wi t h O C M s e s s i o n s . A R C C 29 . Co m m u n i c a t i o n s Do c u m e n t Up d a t e s Co m p l e t e a n y u p d a t e s t o t h e i n t e r n a l a n d e x t e r n a l co m m u n i c a t i o n d o c u m e n t a n d / o r t h e s t r a t e g y do c u m e n t . A R R R Ke y : R = R e s p o n s i b l e – As s i g n e d t o c o m p l e t e t h e t a s k e a c h p a r t y t o t h e S O W w i l l h a v e t o d o ; A = A c c o u n t a b l e – Ha s f i n a l d e c i s i o n -ma k i n g a u t h o r i t y a n d a c c o u n t a b i l i t y f o r co m p l e t i o n ; t h i s p e r s o n w i l l e n s u r e t h e w o r k g e t s d o n e . H e / s h e ma y o r m a y n o t b e d o i n g w o r k b u t n e e d s t o m a k e s u r e t h e w o r k g e t s d o n e . C = C o n s u l t e d – pr o v i d e s i n p u t i n t o a t a s k a n d / o r c o n s u l t e d b e f o r e a d e c i s i o n o r a c t i o n ; I – In f o r m e d – Mu s t b e i n f o r m e d af t e r a d e c i s i o n o r a c t i o n Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 38 3.6 Test The Test phase’s primary focus is on testing and training. This phase is the key to mitigating risk and gaining user confidence in the new business processes. This is accomplished through SpryPoint’s systematic and thorough testing and training. SpryPoint’s iterative testing methodology adds a layer of thoroughness at each step, building on the success of the previous steps. It is important that the Client spends time testing their business processes in the SpryPoint Solution(s) to ensure all business needs are met. 3.6.1 Test – Test Scripts A test case is a document that outlines an element or scenario to be completed during a specific test cycle (feature, function, interface, etc.). Each test case must meet the following requirements: ● Uniquely numbered and named ● Identifies the functional/business domain recommended to be tested ● Describes the testing purpose ● Specifies the environment to be used ● Outlines any dependencies SpryPoint will provide out of the box test scripts based on the standard business processes. The Client will be responsible for modifying test scripts to meet their custom needs. SpryPoint will be available to review, answer questions and provide recommendations for custom test scripts. SpryPoint will uses Test Rail, a test case management tool, for disturbing and managing the test scripts for the various rounds of testing that occurs during Functional, Integration, and User Acceptance testing. 3.6.2 Test – Training Material To assist the Client’s Testing Team Members with understanding of the SpryPoint product(s), SpryPoint will provide end-to-end system training. As part of the training, SpryPoint will provide the Client with copies of the training presentations and student workbooks. During the training activities and assessments will be completed to help reinforce key concepts. Training material used during tester training will be localized to use Client Data for hands-on exercises and will only contain details about system functionality that is being used as part of the go forward business processes. Note: The training material will not include details on the client’s specific business processes. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 39 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.6.3 Test – Tester Training To ensure the project team has captured as many scenarios as possible and addressed all business cases, it is important that other users be identified and perform testing during the User Acceptance Testing phase. SpryPoint is responsible for ensuring users receive the required training, so they have the tools required to complete their assigned testing. Although SpryPoint is responsible for providing the training, it is highly recommended that a core team member be part of the training session to help facilitate buy-in of the new functionality and business processes. 3.6.4 Test – Enhancement Testing Enhancement Testing is the stand-alone testing of the system enhancements, performed during development, by the SpryPoint developers and implementation specialists. SpryPoint is responsible for complete initial testing of enhancements to ensure they meet the requirements as outlined in the requirements document(s). It is recommended that the Client complete their own testing of the enhancement. 3.6.5 Test – Integration Testing Integrated Testing will focus on these five main areas: ● Core integrated testing which tests major batch processes; ● Financial scenarios which focus on validating financial transactions; ● Integrated testing scenarios inclusive of primary and secondary scenarios; ● Unit (Singular) testing of interfaces and enhancement(s); ● Unit testing reports and bill prints. SpryPoint is responsible to complete initial testing of integrations to ensure they meet the requirements as outlined in the requirements document(s). It is recommended that the Client complete their own testing of the integrations. Included in scope is no more than two (2) rounds of functional testing. 3.6.6 Test – Functional Testing The main purpose of the Functional Testing step is to establish that decisions made during the configuration phase of the project will be in line with Client’s business requirements. Functional Testing utilizes scenarios based on industry best practices. To facilitate functional testing, SpryPoint and the Client will test scenarios, broken into two categories: ● Primary Scenarios - These scenarios involve functionality relating to the core business processes and are the most common end-user functionality, such as move-ins, move-outs, billing, and collections. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 40 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● Secondary Scenarios - These scenarios involve testing a broader spectrum of functionality designed to test unique, Client-specific functionality and infrequent or less common processes. Included in scope is no more than two (2) rounds of functional testing. 3.6.7 Test - Bill Validation Testing The purpose of the billing comparison process is to replicate a full billing cycle for all accounts in both the legacy system and SpryCIS and compare the results on each account. The end goal is to identify any billing anomalies to correct issues with setup or conversion, and to document acceptable differences. The billing comparison is an iterative process throughout the implementation to ensure bills are calculated correctly. The scope of the project includes three (3) iterations of billing validation. The first iteration will likely identify configuration or data issues that need to be corrected. After those issues are corrected the billing comparison will be run again up to two (2) more times to ensure billing accuracy. Billing comparison will be deemed acceptable when there is a 97% or higher billing match with no unknown reasons for differences. After each round of bill comparisons, a document is created that is shared with the Client to show the results. While SpryPoint is responsible to complete this testing, the Client will be required to help review and resolve issues. Results of each Bill Validation Testing Iteration will need to be signed off by the Client. To complete Bill Validation Testing the Client must have the ability to provide an extract of the billing data from their legacy system in the form of a comma-separated file or spreadsheet from their legacy system at any given time. This data will need to include, at a minimum: ● Legacy Account Number ● Service Period Dates, start and end date ● Consumption by service ● Billing Cycle ● Bill Amount ● Budget Amount (if applicable) ● Bill amount by Service (if possible) ● Breakdown by flat charge vs. consumption, consumption charges by tiers (if possible) 3.6.8 Test – User Acceptance Testing User Acceptance Testing cannot be deemed completed or accepted until all objects including but not limited to configuration, data migration, reports, modifications, interfaces, business processes and user security are completed and ready for Go-Live. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 41 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Note: In some cases, there may be a reason why an item may not be available during user acceptance testing. If this occurs this item(s) needs to be documented with a future plan to validate the item(s). During User Acceptance Testing the Client will be accountable to complete any required testing, however, the SpryPoint team will be available to answer questions and help resolve any questions, issues, or concerns. SpryPoint will test all processes related to the read-only follower database during User Acceptance Testing. The Client’s identified testers will complete the test cases as defined in the approved test script list and agree to complete testing to meet the parameters defined in the test plan. If tests fail, SpryPoint resources will be available to help and answer questions and/or work with the customer to fix the issues. Once SpryPoint has deemed the issue fixed, the Client will be required to retest. 3.6.9 Test – Client Driven Solution Walkthrough To validate and ensure Client Go Live Readiness, the Client will be asked to assembly a group of users to demonstrate, to SpryPoint, their use and knowledge of the end-to-end solution and future state business processes. Test – Deliverables, Roles & Responsibilities Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d 42 3. 6 . 1 0 Te s t – De l i v e r a b l e s , R o l e s , R e s p o n s i b i l i t i e s No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 1. Te s t e r T r a i n i n g Tr a i n i n g p r o v i d e d t o a n y n o n -co r e t e a m u s e r s t h a t wi l l b e i n v o l v e d i n te s t i n g a c t i v i t i e s . R A 2. Pa r t i c i p a t e i n T e s t e r Tr a i n i n g Pa r t i c i p a t e i n t e s t e r t r a i n i n g A R 3. Da t a R e f r e s h e s An u p d a t e d d a t a c o n v e r s i o n i t e r a t i o n t h a t i s u s e d t o su p p o r t t e s t i n g . R A C 4. Pr o v i d e T e s t S c r i p t s Pr o v i d e o u t o f b o x t e s t sc r i p t s b a s e d o n s t a n d a r d bu s i n e s s p r o c e s s e s . A R C C 5. Up d a t e T e s t S c r i p t s Ac t i v i t i e s r e q u i r e d t o u p d a t e o u t o f b o x t e s t s c r i p t s to m a t c h Cl i e n t ’s f u t u r e s t a t e a n d e d g e c a s e s C C A R 6. Ex e c u t e B i l l V a l i d a t i o n Te s t i n g Ac t i v i t i e s r e q u i r e d t o co m p l e t e a r o u n d o f b i l l va l i d a t i o n t e s t i n g R A R R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k 43 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 7. Bi l l V a l i d a t i o n – Is s u e Co r r e c t i o n s Co r r e c t i o n o f i s s u e s f o u n d d u r i n g b i l l v a l i d a t i o n . T h i s co u l d b e i n t h e f o r m o f c h a n g e s t o c o n f i g u r a t i o n , tr a i n i n g f o r Cl i e n t , d e v e l o p m e n t , e t c . R A R R 8. Bi l l V a l i d a t i o n T e s t i n g Ac c e p t a n c e A s i g n o f f p r o v i d e d b y t h e Cl i e n t th a t r e p r e s e n t s ac k n o w l e d g m e n t t h a t t h e Cl i e n t ha s r e v i e w e d t h e te s t i n g r e s u l t s a n d a p p r o v e s t h e r e s u l t s o f t h e te s t i n g r o u n d C C A R 9. Ex e c u t e I n t e g r a t i o n Te s t i n g Ac t i v i t i e s r e q u i r e d t o c o m p l e t e a r o u n d o f in t e g r a t i o n t e s t i n g A R R R 10 . In t e g r a t i o n T e s t i n g – Is s u e R e s o l u t i o n Co r r e c t i o n o f i s s u e s f o u n d d u r i n g i n t e g r a t i o n t e s t i n g . Th i s c o u l d b e i n t h e f o r m o f c h a n g e s t o co n f i g u r a t i o n , t r a i n i n g f o r Cl i e n t , d e v e l o p m e n t , e t c . A R C C 11 . In t e g r a t i o n T e s t i n g Si g n o f f A s i g n o f f p r o v i d e d b y t h e Cl i e n t th a t r e p r e s e n t s ac k n o w l e d g m e n t t h a t t h e Cl i e n t ha s r e v i e w t h e te s t i n g r e s u l t s a n d a p p r o v e s t h e r e s u l t s o f t h e te s t i n g r o u n d C C A R 12 . Ex e c u t e F u n c t i o n a l Te s t i n g Ac t i v i t i e s r e q u i r e d t o c o m p l e t e a r o u n d o f fu n c t i o n a l te s t i n g A R R R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k 44 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 13 . Fu n c t i o n a l T e s t i n g – Is s u e I d e n t i f i c a t i o n Id e n t i f i c a t i o n o f i s s u e s f o u n d d u r i n g f u n c t i o n a l te s t i n g . T h i s c o u l d b e i n t h e f o r m o f c h a n g e s t o co n f i g u r a t i o n , t r a i n i n g f o r Cl i e n t , d e v e l o p m e n t , e t c . A R R R 14 . Fu n c t i o n a l T e s t i n g – Is s u e R e s o l u t i o n - Sp r y P o i n t Re s o l v e i s s u e s i d e n t i f i e d i n te s t i n g . A R C C 15 . Fu n c t i o n a l T e s t i n g – Is s u e R e s o l u t i o n - Cl i e n t Re s o l v e i s s u e s i d e n t i f i e d i n t e s t i n g . A R 16 . Fu n c t i o n a l T e s t i n g Si g n o f f A s i g n o f f p r o v i d e d b y t h e Cl i e n t th a t r e p r e s e n t s ac k n o w l e d g m e n t t h a t t h e Cl i e n t ha s r e v i e w e d t h e te s t i n g r e s u l t s a n d a p p r o v e s t h e r e s u l t s o f t h e te s t i n g r o u n d . C C A R 17 . Ex e c u t e U s e r Ac c e p t a n c e T e s t i n g Fi n a l t e s t i n g p e r f o r m e d b y t h e Cl i e n t Ke y U s e r s a n d an y i d e n t i f i e d t e s t e r s p r i o r t o s y s t e m s i g n -of f . Se c u r i t y , M o d i f i c a t i o n s a n d R e p o r t s t e s t i n g w i l l b e pe r f o r m e d a s p a r t o f U A T . C C A A R Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k 45 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 18 . Us e r A c c e p t a n c e Te s t i n g – Is s u e Id e n t i f i c a t i o n Id e n t i f i c a t i o n o f i s s u e s f o u n d d u r i n g u s e r ac c e p t a n c e t e s t i n g . T h i s c o u l d b e i n t h e f o r m o f ch a n g e s t o c o n f i g u r a t i o n , t r a i n i n g f o r t h e Cl i e n t , de v e l o p m e n t , e t c . A R R R R 19 . Us e r A c c e p t a n c e Te s t i n g – Is s u e Re s o l u t i o n - Sp r y P o i n t Re s o l v e i s s u e s i d e n t i f i e d i n t e s t i n g . A R C C 20 . Us e r A c c e p t a n c e Te s t i n g – Is s u e Re s o l u t i o n - Cl i e n t Re s o l v e i s s u e s i d e n t i f i e d i n t e s t i n g . C C A R 21 . Us e r A c c e p t a n c e Te s t i n g S i g n o f f A s i g n o f f p r o v i d e d b y t h e Cl i e n t th a t r e p r e s e n t s ac k n o w l e d g m e n t t h a t t h e Cl i e n t ha s c o m p l e t e d us e r a c c e p t a n c e t e s t i n g a n d a p p r o v e s t h e r e s u l t s o f th e t e s t i n g C C A R R Wh o K e y : R = R e s p o n s i b l e – As s i g n e d t o c o m p l e t e t h e t a s k / I . e y o u wil l h a v e w o r k t o d o ; A = A c c o u n t a b l e – Ha s f i n a l d e c i s i o n -ma k i n g a u t h o r i t y a n d a c c o u n t a b i l i t y f o r c o m p l e t i o n ; t h i s p e r s o n w i l l e n s u r e t h e w o r k g e t s d o n e . H e / s h e m a y or m a y n o t b e d o i n g w o r k b u t n e e d s t o m a k e s u r e t h e w o r k g e t s d o n e . C = C o n s u l t e d – pr o v i d es i n p u t i n t o a t a s k a n d / o r c o n s u l t e d b e f o r e a d e c i s i o n o r a c t i o n ; I – In f o r m e d – Mu s t b e i n f o r m e d a f t e r a d e c i s i o n o r a c t i o n Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 46 3.7 Deploy The Deploy phase is the point at which the Client and SpryPoint decide whether all critical pieces are in place to turn the system over to production. This phase includes a production readiness evaluation, cutover planning, and remaining end user training. SpryPoint and the Client will develop a Cutover Plan prior to the proposed Go-Live date. SpryPoint and the Client will stage all aspects of the system in preparation for production cutover. The Production Readiness phase focuses on four critical areas: 1. Application Readiness. Is the application tested and ready for production? This includes modifications, interfaces, and reports needed to run in full operations. 2. Data Readiness. Is the data conversion ready for operations? Have all data cleansing issues been resolved or planned for during the cutover period? 3. Process Readiness. Have the business processes been reviewed? Have all business process-reengineering tasks been completed, documented, and made ready for operations? 4. Resource Readiness. Are all the end-users trained? Is the Client’s staff trained to deal with problem-solving during the business cycle? 3.7.1 Deploy – Prerequisites To cutover to production the following criteria must be met: ● User Acceptance Testing must be completed and signed off on. ● Approved Client Driven System Walkthrough ● All issues marked as required for Go-Live must be completed and signed off on. ● All product enhancements and integrations marked as required for Go-Live must be completed, tested, and signed off on. ● Converted data has been validated, balances, any discrepancies can be explained and signed off on. ● Required training is completed and signed off on. Note: the above list is the standard agreement, however, in some cases there may be item(s) that may not be accomplished until Go-Live. Any desired expectation(s) to this list needs to be documented with a plan outlined and relevant details and mutually agreed upon by both parties. 3.7.2 Deploy – Go Live Cutover Plan SpryPoint will develop a Go-Live Cutover Plan which outlines all issues and activities required to cutover and to the achievement of operational stability. The plan is based on Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 47 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved experiences gathered from other SpryPoint production cutovers, an on-going evaluation of best practices in the industry, and specific issues that arose during the configuration and testing of the software for the Client. 3.7.3 Deploy – Go/No Go Decision This is a critical decision point in the project, where the state of the project is reviewed against the Deploy Prerequisites to determine the readiness for Go-Live. This step should occur approximately 30 days before Go-Live. If the Client has specific needs that will require more than 30 days’ notice, this decision point should occur further out than 30 days prior. The Go/No Go Decision process occurs in two steps. Step 1 – SpryPoint Internal Go/No Go Decision This is an internal meeting with the SpryPoint Project Team, SpryPoint Executive Sponsor and other SpryPoint Stakeholders to discuss the project and evaluate Go-Live readiness. If this meeting results in a "Go" Decision, a Client Go/No Go meeting is scheduled. In the event a "No" results from this meeting a meeting will be scheduled with the Client’s Executive Sponsor and Key Stakeholder to discuss the concerns and an established action plan. Step 2 – SpryPoint/Client Go/No Go Decision When the SpryPoint Internal meeting results in a "Go" Decision, the project status, risk, cutover plan is discussed with the Client’s Project Team, Executive Sponsor and any Key Stakeholders. If the Client makes a "Go" decision, plans for the cutover are finalized. If the Client makes a "No-Go" decision, SpryPoint and the Client will work together to determine if the change is in or out of scope, and the appropriate actions will be taken to resolve the issues/concerns. 3.7.4 Deploy – End User Training Material To assist the Client’s end users with understanding of the SpryPoint product(s); SpryPoint will provide end to end system training. As part of training, SpryPoint will provide the Client copies of the training presentations and student workbooks. During training, activities and assessments will be completed to help reinforce key concepts. Training material used during end user training will be localized to use Client Data for hands on exercises and will only contain details about system functionality that is being used as part of the Client’s go forward business processes. Note: The training material will not contain specific business process information for the Client. 3.7.5 Deploy – End User Training The end-user training will be performed by SpryPoint staff, with the assistance of one or more Client core team members. The SpryPoint instructor will supply the detailed knowledge of the applications being taught, and the Client functional resource will bring Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 48 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved the detailed knowledge of Client processes to the classroom. The SpryPoint instructor will lead the instruction with the Client resource attending to clarify any process or procedure questions specific to their environment. While SpryPoint will make every effort to complete end user training as close to Go-Live as possible, there may still be a period between training and Go-Live. As a result, the Client agrees to establish a practice lab and a schedule where trained users are scheduled and required to spend time practicing what they have been trained on. For SpryBackflow; SpryPoint will be responsible to training Client resources. However, the Client will be responsible to provide any training to their customer users. 3.7.6 Deploy – Mock Go Live The Mock Go-Live acts as a dress rehearsal for the actual Go-Live weekend and Monday morning activities. This practice run is used to ensure everyone understands their roles and responsibilities for the actual Go-Live. In addition, it allows SpryPoint to validate the schedule and timings for the cutover weekend. This includes any manual entries required after the completed conversion and validation of all reporting. Some users will be asked to run testing to ensure they understand what is going to happen when the business opens on Monday morning. 3.7.7 Deploy – Customer & Vendor Notifications As the Client prepares for Go-Live the Client may need to notify customers, vendors and other third parties of the system Go-Live. It will be the responsibility of the Client to prepare and complete these notifications. However, SpryPoint can be used as a resource to talk about their experiences in what other Clients have done. 3.7.8 Deploy – Go Live This phase includes the system shutdown time when the cut-over to production occurs. Most of this work is performed when the office is closed. During this time, the final data conversion is completed, and all other steps as identified in the cut-over plan are completed, and validation is performed to ensure everything is in place to open the office. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d 49 3. 7 . 9 De p l o y - De l i v e r a b l e ( s ) , R o l e s & R e s p o n s i b i l i t i e s No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 1. Go L i v e P l a n A d o c u m e n t t h a t o u t l i n e s t h e p l a n f o r G o -Li v e , in c l u d i n g a n y s c h e d u l e s a n d ch e c k l i s t s f o r t h e G o -Li v e we e k e n d . A R I R R R I 2. Sp r y P o i n t In t e r n a l G o / N o De c i s i o n An i n t e r n a l Sp r y P o i n t me e t i n g w h e r e t h e Cl i e n t ’s re a d i n e s s f o r G o -Li v e i s r e v i e w e d . A R R I 3. Sp r y P o i n t / Cl i e n t Go / N o G o De c i s i o n A m e e t i n g u p o n t h e ac c e p t a n c e o f p r e r e q u i s i t e ac t i v i t i e s t h a t g i v e s t h e a p p r o v a l t o m o v e f o r w a r d w i t h th e G o -Li v e . A R R C R R R 4. En d Us e r T r a i n i n g Tr a i n i n g f o r u s e r s i s t e a c h i n g t h e m h o w t o u s e t h e Sp r y P o i n t pr o d u c t s , a s i d e n t i f i e d i n t h e t r a i n i n g p l a n . A R C R R 5. Cu s t o m e r / V e n d o r No t i f i c a t i o n s No t i c e o f G o -Li v e f o r a n y c u s t o m e r s , v e n d o r s , a n d ot h e r i n t e r e s t e d p a r t i e s o f t h e G o -Li v e p l a n n e d d a t e . I I A R I C Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k 50 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 6. Sc h e d u l e P r a c t i c e Se s s i o n s f o r Tr a i n e d E n d U s e r s A s c h e d u l e t h a t a s s i g n s s y s t e m p r a c t i c e t i m e t o tr a i n e d u s e r s . A C R 7. Pr a c t i c e L a b A s p a c e w h e r e t r a i n e d e n d u s e r s c a n g o t o u s e t h e Sp r y P o i n t Pr o d u c t ( s ) a n d p r a c t i c e t h e i r s y s t e m s k i l l s . A R I 8. Pr a c t i c e S e s s i o n ( s ) Th e ti m e a n e n d u s e r ( s ) s p e n d s p r a c t i c i n g w h a t t h e y le a r n e d i n t r a i n i n g s e s s i o n s . C R A 9. Mo c k G o L i v e A c o m p l e t e d r e s s r e h e a r s a l o f t h e G o -Li v e a c t i v i t i e s t o en s u r e a l l p a r t i e s u n d e r s t a n d t h e i r r o l e i n G o -Li v e . A R R R I 10 . Fi n a l D a t a Co n v e r s i o n Ex p o r t s Al l a c t i v i t i e s r e q u i r e d t o c o m p l e t e t h e f i n a l d a t a co n v e r s i o n e x p o r t s f r o m t h e l e g a c y s y s t e m . A R C C 11 . Fi n a l D a t a Co n v e r s i o n Im p o r t s Al l a c t i v i t i e s r e q u i r e d t o c o m p l e t e t h e f i n a l d a t a co n v e r s i o n i m p o r t i n t h e p r o d u c t i o n sy s t e m . R A C C 12 . Go -Li v e A c t i v i t i e s Co m p l e t e a l l c u t o v e r a c t i v i t i e s a s d e f i n e d i n t h e cu t o v e r p l a n . A R I R R R I Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k 51 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Executive Sponsor Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 13 . Is s u e s L o g Up d a t e s Th e i s s u e s l o g t h a t g e t s u p d a t e d w i t h a n y i s s u e s t h a t oc c u r d u r i n g c u t o v e r . A R R R 14 . Go L i v e S i g n o f f A d o c u m e n t t h a t c o n f i r m s t h a t t h e s y s t e m i s r e a d y f o r pr o d u c t i o n u s e a n d t h a t t h e Cl i e n t is r e a d y t o be g i n us i n g t h e Sp r y P o i n t so l u t i o n ( s ) a s t h e s y s t e m o f re c o r d . R R I A R C Ke y : R = R e s p o n s i b l e – As s i g n e d t o c o m p l e t e t h e t a s k / I . e y o u w i l l h a v e wo r k t o d o ; A = A c c o u n t a b l e – Ha s f i n a l d e c i s i o n -ma k i n g a u t h o r i t y a n d a c c o u n t a b i l i t y f o r c o m p l e t i o n ; t h i s p e r s o n w i l l e n s u r e t h e w o r k g e t s d o n e . H e / s h e m a y o r ma y n o t b e d o i n g w o r k b u t n e e d s t o m a k e s u r e t h e w o r k g e t s d o n e . C = C o n s u l t e d – pr o v i d e s i n p u t i nt o a t a s k a n d / o r c o n s u l t e d b e f o r e a d e c i s i o n o r a c t i o n ; I – In f o r m e d – Mu s t b e i n f o r m e d a f t e r a d e c i s i o n o r a ct i o n Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 52 3.8 Operate The purpose of this phase is to ensure complete and successful transfer to the new customer information system as well as the other applications included in the Project scope and provide the Client with direct access to the implementation team personnel. The SpryPoint implementation team will work together with your production staff to ensure the systems are well understood and functioning per the agreed business processes. 3.8.1 Operate – Post Go Live Support This is the initial period after Go-Live where the Client’s focus is on system stabilization. The post Go-Live/stabilization period will last 90 calendar days with the goal to complete 3 full billing cycles (assuming monthly billing cycle), including 1 successful billing cycle that does not experience severity 1 or 2 issues. Any severity 3 issues will have a plan for resolution that is agreed to by both parties. During this period, the Client is using the SpryPoint product(s) to complete their day- to-day responsibilities and run their business. The SpryPoint implementation team is available to the Client to answer questions, provide refresher training, manage, and resolve all application issues (configuration, training, and defects, etc.), resolve all post- production issues as well as any Go-Live deferred functionality, provide support of the business process review activities and how to best achieve the desired improvements. At the end of the post Go-Live stabilization period a punch list is created. This list contains: ● Any issues and their severity still open at the end to the stabilization period ● Any SOW items that were not delivered prior to Go-Live ● Any additional reports required and agreed to as part of scope of services 3.8.2 Operate – Transition to Customer Success After the post Go-Live period has been completed and all severity 1 and 2 issues have been resolved and all severity 3 issues have a plan for resolution that is approved by both parties, we will transition the Client to the Customer Success team. The transition involves a SpryPoint internal knowledge transfer between the Service Delivery and Customer Success Teams and an introductory meeting with the Client, SpryPoint Project Manager, and the SpryPoint Customer Success Team. Once the transition to the Customer Success team has occurred, the SpryPoint implementation team will continue to be accountable for the resolution of all items on the punch list and the Customer Success Team will be accountable for any new issues. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 53 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.8.3 Operate – System Acceptance & Project Close Out The project close out is the point when the Project parties both agree that all Project deliverables have been completed per the Statement of Work and the Implementation portion of the contract is completed, the system is accepted by the Client and the Project is deemed closed. This occurs when the following are met: 1. All of the service deliverables identified within this SOW have been completed, delivered and accepted or deemed accepted per specific contractual provisions, including approved Change Orders impacting the SOW; 2. All punch-list items severity 1, 2 and a plan for delivery of severity 3 are delivered to the Client. The Client agrees to test all delivered severity 1 and severity 2 items within 15 business days of receipt and provide written details of any concerns. If no written details or concerns are provided by the Client within the 15-business day period, the items will be considered approved. Client must have received training as defined in the SOW on the SpryPoint Products and know how to use the system. 3. 1. and 2. above have been met, and the project is 6 months past cutover, and no written documentation of issues related to the scope included in this SOW has been provided to SpryPoint; SpryPoint will send an email to the Client stating that due to no documentation approval has been assumed. Once a project is deemed complete any outstanding implementation fees are due. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d 54 3. 8 . 4 Op e r a t e – De l i v e r a b l e s , R o l e s , & R e s p o n s i b i l i t i e s No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Customer Success Team Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 1. Re f r e s h e r Tr a i n i n g An y i d e n t i f i e d a n d a g r e e d u p o n r e f r e s h e r tr a i n i n g c o m p l e t e d . A R R R R 2. Tr a n s i t i o n Do c u m e n t a t i o n Sp r y P o i n t In t e r n a l D o c u m e n t a t i o n u s e d to p r o v i d e t h e C u s t o m e r S u c c e s s T e a m in f o r m a t i o n a b o u t t h e Cl i e n t an d t h e i r pr o j e c t . A R R 3. Tr a n s i t i o n t o Cu s t o m e r Su c c e s s In t e r n a l Me e t i n g A Sp r y P o i n t in t e r n a l k n o w l e d g e tr a n s i t i o n m e e t i n g t o r e v i e w t h e p r o j e c t de t a i l s . A R R I 4. Tr a n s i t i o n t o Cu s t o m e r Su c c e s s Me e t i n g A me e t i n g w a s h e l d wi t h Sp r y P o i n t to in t r o d u c e t h e m t o t h e C u s t o m e r S u c c e s s Te a m a n d h o w t h e y w o r k w i t h t h e m . A R R R R I Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 St a t e m e n t o f W o r k 55 Co p y r i g h t © 2 0 2 4 S p r y P o i n t S e r v i c e s I n c . A l l R i g h t s R e s e r v e d No . De l i v e r a b l e Na m e De l i v e r a b l e D e s c r i p t i o n Project Manager Implementation Specialist (s) Customer Success Team Project Manager Core Team Testers End Users Executive Sponsor Sp r y P o i n t Cl i e n t 5. Fi n a l i z e Pu n c h l i s t A d o c u m e n t t h a t l i s t s a n y o p e n i t e m s t h a t ne e d t o b e r e s o l v e d a s p a r t o f t h e s c o p e of t h e p r o d u c t . A R I R R 6. Si g n o f f o n Pu n c h l i s t Ac k n o w l e d g e m e n t , b y t h e Cl i e n t th a t th e y h a v e r e v i e w e d t h e pu n c h l i s t an d th e y a g r e e t o i t . R A R I 7. Pr o j e c t C l o s e Ou t D o c u m e n t A d o c u m e n t t h a t s u m m a r i z e s p r o j e c t de t a i l s . A R R R 8. Pr o j e c t C l o s e Ou t S i g n o f f Ac k n o w l e d g e m e n t , b y t h e Cl i e n t th a t a l l SO W d e l i v e r a b l e s h a v e be e n c o m p l e t e d an d t h e p r o j e c t h a s b e e n s i g n e d o f f o n an d c l o s e d . I A R C Ke y : R = R e s p o n s i b l e – As s i g n e d t o c o m p l e t e t h e t a s k / I . e y o u w i l l h a v e w o r k t o d o ; A = Ac c o u n t a b l e – Ha s f i n a l d e c i s i o n -ma k i n g a u t h o r i t y a n d a c c o u n t a b i l i t y f o r c o m p l e t i o n ; t h i s p e r s o n w i l l e n s u r e t h e w o r k g e t s d o n e . H e / s h e m a y o r ma y n o t b e d o i n g w o r k b u t n e e d s t o m a k e s u r e t h e w o r k g e t s d o n e . C = C o n s u l t e d – pr o v i d e s i n p u t i n t o a t a s k a n d / o r c o n s u l t e d b e f o r e a d e c i s i o n o r a c t i o n ; I – In f o r m e d – Mu s t b e i n f o r m e d a f t e r a d e c i s i o n o r a c t i o n Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 56 3.9 Project Governance 3.9.1 Project Management (PM) SpryPoint uses a highly structured and layered project management methodology, which relies on detailed and complete project plans, to determine who is working on each task, and when, throughout the life of the project. Central to SpryPoint’s philosophy is maintaining strong communication throughout the teams, setting expectations early, facilitating and coaching as required and monitoring progress. SpryPoint will provide a Project Manager throughout the life of the Project who will work directly with the Client's Project Manager and the joint team to ensure that all project responsibilities are met. SpryPoint and Client Project Managers shall be responsible for the planning and execution of the Project. They shall work collaboratively to manage all project activities from project management activities, including planning and execution, the delivery of change management, and project communications throughout the Project. The Client’s Project Manager is ultimately accountable for the Client’s resources, project tasks and internal project plans and SpryPoint’s Project Manager is accountable for their resources and project tasks. Both project managers will need to work together and retain authority for day-to-day project decisions and ensure project success. 3.9.2 Project Communications & Tools The SpryPoint Project Manager, working in conjunction with the Client Project Manager, will compile status reports for distribution to both the Client and SpryPoint management. Weekly meetings will be held to review overall status, schedule, and open issues noted in the status report. As the implementation experts, SpryPoint agrees to communicate clearly which issues/tasks are on the critical path and have immediate impact on the project schedule and which issues/tasks are not. For issues that are not on the critical path the SpryPoint Project Manager will monitor these to ensure that these do not become critical path issues/tasks. Communication Method Frequency Tool/Method Attendees Project Team Status Meetings Every second week Zoom & Google Docs/PDF Both PMs, Client Core Team Meetings, Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 57 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved SpryPoint Project Team (as required) Project Status Reports Monthly PDF N/A Updates to the project plan Bi-Monthly Kantata N/A PM Status meeting Weekly Zoom SpryPoint PM, Client PM Risk Log Bi-Monthly Google Sheet/Excel N/A Executive Steering Committee Monthly Zoom SpryPoint PM, Client PM, SpryPoint Executive Sponsor, Client Executive Sponsor Issue Log Weekly Google Sheet/Excel N/A With the understanding that both SpryPoint and the Client are working jointly to achieve the best project outcome, the table above outlines the standard agreement for communications. If major project events occur, or at a critical point in the Project that require additional communications, updates, or meetings, both parties can mutually agree to the additional activities at no extra cost to the Client. 3.9.3 Acceptance Period To facilitate the project schedule and project planning it is important both parties agree to a default response period of 5 business days for any issues involving the Project. While this will be the default time, either party can proactively ask for a longer time, if the time is not sufficient or ask for an extension. The SpryPoint Project Manager will evaluate any timeline extensions against the project schedule and communicate if the extension puts the project schedule at risk. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 58 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.9.4 Agreed Severity Definitions During the implementation the following definition will be used to define the Severity of issues. In addition, issues will also be categorized as Go-Live Required or Post Go-Live. Severity Level Example 1 – Urgent The Client’s business is not operational due to significant performance issues or outage, creating a substantial impact financially or by the number of customers affected. Critical business function(s) cannot be performed, and/or a key component is unavailable or is non-functional. There is no immediate workaround. Urgent issues have top priority until resolved. Examples of Severity 1 Issues includes but are not limited to: ● System is unavailable (outage), ● Unable to perform a key function such as calculation of bills or billing process, ● A key function is malfunctioning, creating a severe financial/customer impact ● Any event that impacts more than 20% of the customer base. ● Severity Level 1 issues are subject to an Issue Post-mortem by SpryPoint 2 – Critical The Client’s business is operational but the ability to perform business functions is severely impacted, A critical business function or functions are partially operational or operating by use of a workaround only sustainable for a short period of time. A critical business function or functions is operating at limited capacity or has a defect which creates errors or atypical results to customer records, transactions, financials. Examples of Severity 2 issues include but are not limited to: ● 10%-20% of the customer base are affected by bills which are calculating or rendering incorrectly ● Response times on transactions or screens are 3 times the normal response times (response times must be tracked at go-live for benchmark) ● Processes take 3 times as long to complete or error out (response times must be tracked at go-live for benchmark) 3 – Restricted Use The service is experiencing an issue that can be worked around but is impacting the Client’s efficient use of the service. The business is operational with reduced efficiency. Examples of Severity 3 issues includes but are not limited to: ● Single account issue ● Business function has a slight restriction of function of non-critical nature ● A workaround is required to maintain normal operations ● Non-performance impacting defect 4 – Not Urgent The service is fully functional but may contain a cosmetic flaw or misspelling. There is no operational, financial, or customer impact. Examples of Severity 4 issues include, but may not be limited to: ● A button is out of alignment on the user interface ● Question regarding configuration or functionality Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 59 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● General inquiries 3.9.5 Milestone Acceptance Process This project will be invoiced on a milestone basis. The milestones, delivery criteria and payment timelines are noted below and in Exhibit G - Milestones. On a monthly basis, the SpryPoint Project Manager will submit a list of milestones that have been completed for review and approval to the Client Project Manager. Service deliverables shall be accepted or rejected within 5 consecutive business days from the time of submission for acceptance. Service deliverables will be considered accepted with written approval from the Client. In the event the Client does not provide written approval or feedback within the agreed upon time period SpryPoint may invoice the milestone. The use or partial use of any service deliverable in a Production Environment constitutes acceptance of that service deliverable but only to the extent of such use or partial use. The Service Deliverable Acceptance Process is described below. ● Submission of Service Deliverables. The SpryPoint Project Manager, or his or her designee, will prepare a list of completed milestones and forward with the respective service deliverable to the Client Project Manager, or the Client designee, for consideration. ● Assessment of Service Deliverables. The Client's Project Manager will determine whether the service deliverable meets the requirements as defined in this SOW and that the service deliverable is complete. ● Acceptance / Rejection. After reviewing, the Client will either; accept the service deliverable in writing or will provide a written reason for rejecting it to the SpryPoint Project Manager. If the Milestone is accepted, the SpryPoint Project Manager will invoice for the Milestone(s). If the Milestone is rejected the SpryPoint Project Manager will review the reason and work with the Client's Project Manager to determine if the rejected reason is within scope and if so, resolve any concerns. Once concerns are addressed the Milestone Acceptance Form will be updated and resubmitted for approval in the next month invoicing cycle. 3.9.6 Scope & Project Change Management During implementation either party may request additions, deletions, or modifications to the services or software described in this SOW (“the Change”). All Changes will be documented and approved, regardless of whether there is an associated cost for the change. Requests for changes should be made to either project team’s PM. The SpryPoint Project Manager is responsible for creating a Change Order Form. The Change Order Form will include the following: Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 60 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● A description of the problem that needs to be solved or the scope change to be addressed. ● A description of the solution to the problem or scope Change being requested, including the use/business case and/or reason for the Change and suggested solution. ● An estimated impact of the Change on the project schedule. ● If applicable, any fees/cost and expenses associated with the Change. The Change process that will be employed is defined below. The Change must be approved by both SpryPoint and the Client before any work related to a Change is completed. ● Identify the requested Change ● Identify and document the solution and scope of work associated with the Change requested ● Estimate required effort, and any associated costs ● Assess impact of the Change on schedule, travel fees, milestones, contract, risks and/or any other identified impacts. ● Submit for review and approval by the Client and SpryPoint Management Team ● If not approved, no changes are completed and the Change request is canceled ● If approved, Project documents are updated and work on the Change is scheduled into the Project ● Monitor and report progress on the Change ● Communicate the Change resolution During implementation, work to execute any approved project Changes will be completed at a price of $200 USD per hour. 3.9.7 Issues and Risk Management The following procedure will be used to manage Project issues and risks: ● Identify and document all concerns ● Assess the impact and prioritize the impact to the Project ● Assign responsibility to resolve the issue or risk ● Monitor and report progress on the issue or risk ● Communicate issue resolution On a monthly basis, the Project Managers will meet to review the status of the risks and outstanding issues. When a risk is identified each risk will be assessed for its probability and impact and weighted. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 61 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 3.9.8 Conflict Resolution and Escalation Process While both parties agree it is the desire to resolve issues quickly and within the project team(s), at times this may not be possible, and issue(s) may need to be escalated to resolve. A project issue can include anything from a business process change, to a schedule issue, to a personnel issue, etc. The following table shows a typical escalation path: Escalation Path SpryPoint Client Level 4 CEO IT Director Level 3 Vice President Service Delivery IT Enterprise Applications Manager Level 2 Project Manager Project Manager Level 1 Implementation Specialist Core Team Members 3.9.9 Project Working Times 3.9.9.1 Project Working Schedule During the project implementations it has been agreed that Project Meetings, Training Sessions and/or any onsite time will be completed Monday through Friday, when working remotely. If work is being completed onsite all meeting times will be scheduled Monday through Thursday, with Friday being a travel day for the SpryPoint project team. In the event scheduled project activities such as meetings, training sessions, etc. need to be completed on days/times outside the above agreed times, this will be mutually agreed upon by both parties and scheduled a minimum of three (3) weeks in advance. 3.9.9.2 Statutory Holidays It is agreed that both parties will do their best to respect each party’s holiday schedule. However, depending on where the project is and go-live date, on occasion project team members may be required to work a statutory holiday. If this is to occur, it will be mutually agreed to by both parties. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 62 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved SpryPoint Observed Holidays Holiday 2025 2026 2027 New Year’s Day January 1 January 1 January 1 Islander Day/Family Day February 17 February 16 February 15 Good Friday April 18 April 3 March 26 Victoria Day May 19 May 18 May 24 Canada Day July 1 July 1 July 1 Civic Holiday August 4 August 3 August 2 Labor Day September 1 September 7 September 6 National Day of Truth & Reconciliation September 30 September 30 September 30 Thanksgiving October 13 October 12 October 11 Remembrance Day November 11 November 11 November 11 Christmas Day December 25 December 25 December 25 Boxing Day December 26 December 26 December 26 ** Note: this calendar is subject to change based on company policies Client Observed Holidays Holiday 2025 2026 2027 New Year’s Day January 1 January 1 January 1 Martin Luther King Jr. January 20 January 19 January 18 President’s Day February 17 February 16 February 15 Memorial Day May 26 May 25 May 31 Independence Day July 4 July 4 (observed July 3) July 4 (observed July 5) Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 63 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Labor Day September 1 September 7 September 6 Indigenous People’s Day October 13 October 12 October 11 Veteran’s Day November 11 November 11 November 11 Thanksgiving Day November 27 November 26 November 25 Thanksgiving Friday November 28 November 27 November 26 Christmas Day December 25 December 25 December 24 3.9.10 Executive Steering Committee The Executive Steering Committee Meeting will include SpryPoint and the Client Project Managers and Project Sponsors. This review will take place monthly via a Zoom meeting or onsite (if mutually agreed to by both parties). The intent of this meeting is to ensure that the Project remains on-time and on-budget, and that Executive Management for both parties have a clear understanding of project status. The primary tool that will be used to do the meeting is the latest month’s Monthly Project Status Report. The intended level of attention to detail during this meeting is to identify areas of concern or material change to the Project. Topics of discussion include: ● Work accomplishments from the previous month and planned work accomplishments for the upcoming month. ● The percent complete for the overall project thus far. Descriptions of any material variances in schedule or work will be provided, if the percent complete is different than what was expected from the prior month. ● The current Risk Management Plan will be included, and risk status will be reviewed, based on priority of risks. ● The Project Plan will be included and reviewed for any areas of concern or material change to the project. 3.9.11 Project Management Recurring Deliverables During the project implementation the SpryPoint Project Manager is accountable for the delivery of the following recurring deliverables: Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 64 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Communication Method Description Shared Project Folders Via the used of Google Drive, SpryPoint will provide the Client with a shared project folder for document sharing and collaboration of documents during the project Project Status Reports A monthly report that summarizes project status, upcoming activities, risks, etc. Updates to the project plan Updates to the baseline Project schedule are performed and published bi-monthly. The plan is updated to refine tasks, percent complete and milestone completions, inclusive of resource updates and timeframe updates. Both parties will commit to staffing and resources to meet a rolling 3-month window. Note: project plans will be maintained and updated in the SpryPoint Project Tool, called Kantata. Access can be granted to the Client to see the project plan. Risk Log Report that lists risks, probability, impact, status, and responsible resources. Executive Steering Committee A monthly meeting to ensure both Executive Teams understand project status, any risks, and an opportunity to discuss any other topics as required. Issue Log Report that lists project issues, responsible resources, due date, priority, and impact on the critical path. Note: If the Client prefers to use SharePoint as the site for sharing/storing files, SpryPoint will agree to this. However, the Client is required to provide and support the SharePoint infrastructure and provide access to the SpryPoint team members at no cost to SpryPoint. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 65 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 4 Integrations & Enhancements This section outlines any of the integrations or enhancements included in the scope of work. It is important to note that during analysis and throughout the implementation there may be additional integrations or enhancements identified. In this event, SpryPoint will provide a ballpark estimate(s) to determine if further investigation or detail(s) is required. If the Client is not interested, SpryPoint will work with the Client to ensure they understand all required workarounds. If the Client wishes to investigate further, a full estimate will be provided. If the change is deemed required, the change order process will be activated. 4.1 Integrations SpryCIS is designed with REST Application Programming Interfaces (API’s) to enable real- time integration. For inbound integration and synchronization from back-office applications, we provide a purpose-built back- office integration Application Programming Interface (API). For outbound integration, we have an integrated process scheduler as well as an extensible event framework to support both batch and scheduled integrations as well as event-driven integrations. SpryPoint will create an Integration Requirements Document for each integration to define the detailed requirements. Note: In the event additional work or development is required to support integrations with third party applications and SpryPoint, it is outside the scope of this project. Some examples are configuration in a third party application, the need for a third party to add information to an API, etc. Integration Name Integration Details Workday SpryPoint has an existing integration with Workday that automates the flow of financial data such as general ledger and banking transactions into your Workday system. ● The Accounting Journal Connector facilitates the exchange of accounting journal entries between SpryCIS and Workday. This connector enables all financial transactions to be synced to the correct general ledger accounts in Workday. ● The Ad Hoc Banking Transaction Connector, facilitates the exchange of banking transactions, such as payments and payment reversals, between SpryCIS and Workday. The ad hoc banking Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 66 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved transactions are used to reconcile payments in SpryCIS against bank statements, which ensures accurate and timely reconciliation. For each of these connectors, SpryCIS generates a CSV file with summarized records on a nightly schedule and uploads the files to an sFTP site. The files can then be automatically picked up by Workday and imported into their system. Accounts Payable Process: SpryPoint supports generating an accounts payable export file in CSV format. This file contains accounts payable information for each refund voucher, such as account, customer, mailing address, ACH banking details, and refund amount. The file is generated manually from SpryCIS by selecting a date range of which vouchers to include. The typical process with existing Workday customers is to upload this file into Workday manually. Automation of this activity is currently not supported. It would require additional effort to validate whether Workday has a file-based connector or API available that can support automated upload of AP refunds. This is currently out of scope. Invoice Cloud SpryCIS Integration SpryCIS integrates with InvoiceCloud to provide payment processing functionality with full two-way integration between SpryCIS and InvoiceCloud. Capabilities include: ● Batch-based Biller Information File (BIF) integration. SpryCIS transmits a list of invoiced accounts to InvoiceCloud via a scheduled job ● Real-time data lookups. When a customer accesses their account in InvoiceCloud, InvoiceCloud queries SpryCIS for real-time account balance and other information ● Real-time statement retrieval. When a customer accesses their account in InvoiceCloud, InvoiceCloud queries SpryCIS for statement PDF images ● Real-time payment postback. When a customer makes a payment in InvoiceCloud, InvoiceCloud creates the payment in SpryCIS ● Real-time ACH rejection postback. When an ACH payment fails in InvoiceCloud, InvoiceCloud reverses the payment in SpryCIS ● Real-time autopay status updates from InvoiceCloud to SpryCIS ● Real-time paperless billing updates from InvoiceCloud to SpryCIS ● Real-time update of account email and phone numbers from InvoiceCloud to SpryCIS SpryEngage Integration Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 67 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved SpryEngage integrates with Invoice Cloud to provide a seamless user experience for billing and account management within the customer portal. This integration allows users to access key Invoice Cloud functionalities directly from SpryEngage, ensuring a unified and efficient customer experience. As part of this integration, SpryEngage will enable the following Invoice Cloud features within the customer portal: ● One-Time Payment Access: Customers can navigate to Invoice Cloud’s one-time payment page directly from SpryEngage. ● Paperless Billing Settings: Customers can manage their paperless billing preferences through SpryEngage, with settings synchronized with Invoice Cloud. To ensure secure and synchronized interactions between SpryEngage and Invoice Cloud, the integration will support the following authentication and account management features: ● Pass-Through Authentication: Invoice Cloud serves as the authentication mechanism for SpryEngage, meaning all customer logins to SpryEngage are validated through Invoice Cloud. ● Password Modification: Customers can modify their passwords, with changes reflected in Invoice Cloud. ● Session Renewal: The integration ensures that session management between SpryEngage and Invoice Cloud remains seamless, maintaining a consistent user experience. ● Account Linkage Synchronization: SpryEngage and Invoice Cloud will remain synchronized regarding account linkages, ensuring accurate customer account management. ● Customer Sign-Ups: New customer sign-ups will be handled through Invoice Cloud, with the necessary information passed to SpryEngage. Additionally, the Invoice Cloud integration supports configurations where co-owner functionality is either enabled or disabled, allowing for a flexible and comprehensive integration that accommodates different utility account structures. EnerGov - Permitting The client requires the ability to push customer, premise, account, and service order information into SpryCIS, triggered when permits are approved in EnerGov. There is no integration between the legacy CIS and EnerGov, this is currently a manual data entry process. SpryPoint was built using an API-first approach. SpryCIS has API endpoints to ingest permit data from EnerGov, such as premises, Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 68 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved customers, accounts, and service orders. If EnerGov has the capability to trigger an API call to the SpryCIS system, EnerGov may use these pre- existing APIS to send data to SpryCIS. However, EnerGov must have all information necessary to create records in SpryCIS, which may not be possible. If EnerGov does not have the capability to interact with SpryPoint’s existing APIs, the process of importing premises and service points can be automated by a scheduled file upload. Users can also import customers, premises, and service orders from a spreadsheet on demand. This may eliminate the need for a direct integration with EnerGov. Selectron - IVR SpryPoint has completed an integration with Selectron for several other customers. The integration is managed via real time API calls. Customers may use the Relay Utility IVR system to interact with SpryCIS by telephone. The following operations are supported: ● Finding accounts by phone number or account number ● Retrieving account information including account balance, most recent statement, last payment information ● Retrieving billing, payment, and consumption history ● Making a payment. Note that the payment is processed directly between the IVR and payment processor, and SpryCIS is notified of the successful payment via the payment processor real-time interface. ● Communications logs are posted to SpryCIS customers & accounts to reflect the inbound customer call detail ● Outbound collections calls may be initiated from SpryCIS collections processes, which will invoke calls in Selectron Various Payment Import Files SpryCIS includes a standard feature for file-based payment import, offering support for configuring payment file formats, including both fixed-width and delimited types like comma-separated values (CSV). This feature provides the ability to accommodate various lockbox/payment import processes without needing additional development. Users can upload payment files in SpryCIS either manually through the user interface, or by using an API call. This process is typically used for the following types of third party remittance providers: ● Lockbox payments ● Drop-box ● Mail-in payments received by the utility For Carlsbad, this will support the following integrations: Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 69 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● Mailed in payments to a lockbox in Portland. US Bank sends an electronic file. ● BCP (customer’s bank to Carlsbad) ● Drop Box - processed in batches over the counter by cashiers Note: this does not include payments made via IVR or online. Those payments will flow into SpryCIS in real-time via InvoiceCloud and Selectron API integrations. ESRI GIS SpryCIS and SpryMobile include standard Esri ArcGIS integration capabilities. These capabilities include: ● Administrators may configure SpryCIS and SpryMobile to connect to ArcGIS web services using basic or OAuth 2.0 authentication. ● Administrators may display layers from ArcGIS web services (Feature Services, Map Services and Image Services) directly within the SpryPoint applications. These layers are overlaid on maps and easily toggled on or off. This allows users of SpryMobile and SpryCIS to view their infrastructure components, to pan, zoom, search and select, and ultimately perform operations by location and proximity to drive their workflows. Attribute data that describes various infrastructure components is pulled from the customer’s GIS through these services for display on maps. ● SpryMobile supports the automatic update of SpryMobile asset records when new assets are created or updated in ArcGIS Online, as well as a reverse process to push any assets created or modified in SpryMobile to ArcGIS Online. This is only supported on work orders and asset management, not meter-related orders. ● Where GIS is the system of record for premises-related data such as street address, drainage basin, pressure zone, etc, a customer may wish to export their premises data from a GIS to SpryCIS. SpryCIS can ingest a premises master data file from GIS to update premises details to match the value in GIS. This integration requires developer involvement to work with the client to build the file format specifications and map data from GIS to SpryCIS. GIS applications may also update CIS master data by invoking standard SpryCIS APIs. ● In cases where your GIS administrators wish to use data within SpryPoint applications in GIS layers, SpryPoint includes a read-only database service which can be used as a data source for GIS services. GIS administrators can also access and export data from SpryCIS using built-in report tools such as Metabase. InfoSend SpryPoint has an existing relationship with Infosend and has completed this integration for several other customers. SpryPoint will create and manage the bill template and collections letters as part of the project. SpryPoint will build the template and letters based on the requirements of Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 70 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved both the client and InfoSend, to be mutually agreed upon by all parties. SpryPoint will create a collated PDF file upon bill generation and processing collections batches. This PDF file can automatically be uploaded to an SFTP, if configured. SpryPoint can be configured to also include a text-based metadata file if InfoSend requires it. InfoSend will be responsible for address validation, sorting, printing, and mailing the statements and collections letters. All PDF copies of bills are stored and available within the SpryPoint platform and do not need to be stored elsewhere (InfoSend or Paymentus). Itron AMI SpryCIS Integration SpryCIS supports standard meter reading integrations with Itron MV-RS, Itron FCS, Itron Temetra. Each integration is based on standard file-based AMR download and upload directly within SpryCIS. These meter reading integrations support compound meters and multi-register electric meters, as well as supporting automations for handling skip and trouble codes to automate meter-reading-related field activities. SpryIDM Integration SpryIDM supports native integration with Itron OpenWay Riva and ChoiceConnect Fixed Network, leveraging the Itron Common Reading Format to facilitate the exchange of interval meter data through a file- based approach. This integration enables SpryIDM to automatically ingest interval meter readings from all meters connected to the Itron Network at a predefined frequency (e.g. every 4, 8, 12, 24 hours) depending on the utility’s operational needs. SpryIDM processes and stores these interval readings for a variety of purposes, including: ● Display interval data in applications such as SpryCIS and SpryEngage. ● Detect specific consumption events, such as potential leaks or unusual consumption spikes. ● Provide consumption forecasting. Additionally, the client is encouraged to provide historical interval data for all available years or any relevant period, although this data is optional. When available, it is utilized by SpryIDM to enhance usage forecasting and other calculations, ensuring accurate alignment with the client’s operational needs. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 71 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Okta SpryPoint supports Single Sign On (SSO) and user provisioning with Okta, using the SAML 2.0 and SCIM standards. Collections Agency File As part of the collections process within SpryCIS, a collection step can initiate the accounts that become eligible for agency collection. These parameters include dollar threshold, number of days past due, prior collection steps processed before and account status. At this point a user can confirm the accounts being processed to a collection agency, which will track the event on the account and as an alert for easy visibility by all users. Based on the processed collections events, SpryCIS can create an export file for the collection agency which is typically exported in a CSV format. The CSV format can be configured to match the requirements of the collections agency. During discovery, SpryPoint will work with the collections agency to identify if additional fields are needed to support the requirements of the collections agency. SpryPoint can also configure a payment import file format to allow import of payments from the collection agency to be applied against accounts in SpryCIS. Laserfiche Laserfiche allows users to store a vast array of content efficiently. Integrating URL links to content housed in Laserfiche can greatly streamline access and sharing capabilities. By leveraging Laserfiche's built-in web linking functionalities, SpryCIS can provide direct links to specific documents or folders from pages such as individual Accounts and Premises. When clicked, these links provide direct access to the intended content within Laserfiche, enabling seamless retrieval or viewing. Laserfiche URLs are configurable using SpryCIS "alternate identifier" configurations, which eliminates any requirement for custom development. This process facilitates effortless integration, ensuring that users have immediate access to important documents without needing to navigate through the entire Laserfiche repository. Teller CanAm SpryPoint has a standard integration between SpryCIS and Teller that achieves the following objectives for in-person payments: Unified Payment Processing: Enable Teller to serve as the primary portal for all city-related payments, simplifying the payment process for local government entities. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 72 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Access to A/R Information: Enable Teller to access customer accounts, A/R balances, and deposit information from SpryCIS, in real time via APIs. Payment Injection: Enable Teller to inject payment records into SpryCIS accurately, in real time via APIs. Some additional effort may be required to determine the integration approach for online payments. This approach will be a mutual decision between Teller, SpryPoint, Invoice Cloud and the Client as part of discovery. Scope to be discussed includes: ● Payment experience in SpryEngage (hosted payment pages) ● Payment notification flow between Invoice Cloud, SpryCIS, and Teller ● Autopay registration flow 4.2 Enhancements No Enhancements are included in the scope of this project. 5 Travel Reimbursable expenses include out-of-pocket expenses for travel, communications, and other expenses incurred in direct support of the project and are not reflected in the milestone schedules or services fees provided. In the event SpryPoint staff are required to travel onsite, the Client agrees to reimburse SpryPoint for its travel expenses per the following: ● Meals are covered as a per diem of $75 per day (no receipts provided) ● All other travel expenses, including but not limited to, reasonable airfare, hotel, parking, car rental, taxi, mileage, gas, and tolls will be reimbursed at the actual amount without markup. Receipts will be provided for these types of expenses. ● SpryPoint agrees no travel shall be booked without the written approval of the Client. In the event approved travel is booked and the Client cancels, the Client agrees to reimburse any incurred expenses. For Client’s budgetary planning purposes, SpryPoint estimates that the above referenced Travel Events will total approximately $47,0000 USD and will be billed as incurred. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 73 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 6 Project Assumptions The following project assumptions apply to this project: 6.1 General Assumptions 1. The Client will strive to minimize the impact of competing initiatives within the organization that may have a negative impact on the Project. 2. All prices are quoted in US Dollars and do not include any applicable taxes. 3. Prompt decision-making and problem resolution will be required to achieve an on-time, on-budget project completion. 4. The Client and SpryPoint understand the project scope and project timelines and agree to communicate and adhere to those objectives, thus setting the proper expectation level. 5. All changes to the SOW shall be managed in accordance with the Agreed upon Change process. 6. The Client will make resources available to assist with data extraction, data mapping, and preliminary data validation during the conversion efforts. 7. SpryPoint will provide the specified number of staff, as described in the detailed project schedule and the staffing matrix, with the appropriate skills and experience to lead each workshop, analytical session, or other review activities, whether onsite or conducted remotely. 8. If on-site activity is required, the Client will provide workspace for each SpryPoint consultant. Breakout and conference space will also be provided if required. 9. If training is completed on-site, adequate training space will be provided by the Client to train end users. The training room(s) will include computers for each end-user being trained. 10. The Client will ensure Project Team members are available for meetings with 24-hour notice when possible, workshops, discussions, and conference calls upon request by SpryPoint. Project Team members will respond to information requests by SpryPoint staff. 11. Whenever possible, the Project Team may consider alternative meeting options such as Microsoft Teams and Conference Calls, provided there are no additional costs or licensing fees incurred for SpryPoint. 12. Both parties agree to work a reasonable number of added hours (when required) to help complete project deliverables and project timelines as agreed upon by both Project Managers. 13. SpryPoint will assume responsibility for the successful completion of this SOW. 14. SpryPoint will assume overall responsibility for conducting all project related administration activities including the development and administration of a work plan that clearly indicates all the Client tasks and responsibilities. 15. SpryPoint is responsible for the initial deployment, configuration, and testing of environments of the system to support training, development, testing, etc. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 74 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 16. The Client is willing to implement SpryPoint's “Best Practices” to minimize the need for software customizations within reason. 6.2 System Testing Assumptions 1. SpryPoint and the Client will jointly develop all test plans outlining the testing approach, methods, data, and participants. 2. The Client will review, participate in, and complete testing activities under the direction of SpryPoint as outlined in the sections above in this document. 3. SpryPoint will provide resources for product fixes resulting from errors identified during the system testing process. 4. SpryPoint will deliver the completed SpryPoint Service to the Client for review and acceptance. 5. The Client will be responsible for signing off on testing results. 6.3 Training Assumptions 1. The Client is responsible for prerequisite education and training such as basic PC skills and fundamental business process knowledge. 2. SpryPoint will provide standard training materials. The Client may use these training materials for any subsequent training classes. 3. The Client will provide users with specific times to participate in the required training. 4. The Client has the facilities and will provide the necessary logistics support for all training sessions including training rooms, training workstations, and any other necessary training supplies needed. 5. The Client will ensure end-user attendance during training. 6. The Client will schedule and promote user practice sessions, to ensure use of the system after training is completed. 7. SpryPoint will allow Client to record training sessions. 6.4 Production Readiness and Cutover Assumptions 1. The Client will be responsible for conducting an acceptance test of the completed System as delivered by SpryPoint, at the completion of the testing activities. 2. SpryPoint, with assistance of the Client, will develop a mutual agreement regarding the Go-Live plan and schedule. 3. SpryPoint, with assistance of the Client, will stage all aspects of the System in preparation for production cutover. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 75 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 4. SpryPoint, with assistance of the Client, will conduct production cutover activities. 7 Appendices 7.1 Definitions In addition to the definitions contained elsewhere in this SOW, the terms in the table below are defined using the associated descriptions. Definition/Term Name Definition/Term Description Acceptance Testing Acceptance testing is the Client’s validation to ensure top-to- bottom functional stability and adherence to existing business requirements and business processes. Testing will be in several phases, including, but not limited to, functional testing, bill validation testing, integration testing, and performance testing. Acceptance Acceptance is defined as information, documentation, development, or any other object(s) approved and signed off by the Client Agreement Date The date on which both the Client and SpryPoint have both executed the Master Agreement. Business Day A regular workday (Monday through Friday – non-holidays or emergency days) as defined by the Client’s business calendar. Business-critical Report A business-critical report is one that is identified as being needed to complete any business processes or reports required to run the business of the Client. Business Process Design Business Process Design outlines how the system functionality will meet the requirements of the Client's future state processes. This design work will address operational and organizational changes required to implement the proposed solution. This typically occurs during the Analysis phase of the Project. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 76 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Business Process A defined series of procedures that will identify and document process steps and system transactions. Business Process documentation can be used to facilitate testing and training. Bi-Monthly The activity will happen every other week. Bi-Weekly This activity will happen twice a week. Calendar Day/Days A 24-hour period–typically starting at midnight. Change A request by the Client to add new requirements to the scope of the project. This could be in the form of an enhancement, additional services, new integration, etc. All changes to the SOW must be agreed upon by the parties and evidenced in a written instrument signed by the parties’ authorized representatives. Change Order Process The process used when a Change of scope is identified. This process may or may not have monetary costs and implementation schedule impacts associated with it. Configuration Process of performing table updates and algorithm changes to the System to have the System perform the Client’s specific user requirements. Configuration does not require programmatic software changes. Cut Over Includes all activities required to prepare the Systems for the transition of the new SpryPoint CIS Solution to production processing. The activities will include ensuring security setup, establishing user profiles, closing out pending data in the legacy system, manual data conversions when required, system access rollout to end users, and other activities SpryPoint and the Client deem necessary. Data Acceptance Testing (DAT) Testing performed by the Client Subject Matter Experts after each data conversion iteration. During DAT, the Client not only verifies the data migrated, but also validates that the data may be inquired and reported upon. This can be done through a variety of queries, reports and visual confirmation. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 77 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Data Mapping The process of assigning source system data elements to target data elements in the System Data Model for purpose of conversion. Data Model Conceptual description of data objects, their attributes, and the relationships between them. Delivery Defined as information, documentation or an approved object provided to the Client for review, feedback and/or acceptance. Functional Test Singular test of an object, such as a screen, report, or batch program. These tests will focus on specific functions. Interface Passing of data between two separate and distinct systems; can be accomplished in real-time (via API) or batch mode. Integration Test The integration testing will utilize formal test plans and scripts that will define how to test a singular feature and business process based on pre-defined expected results. Integration tests are formal in nature, cover multiple scenarios of a feature and process, and are based on the variations of the Client’s business. Legacy CIS References the Client’s old Customer Information System, that is being replaced. Bill Validation Testing This testing focuses on bill comparisons and validation between the legacy system and SpryCIS. The purpose of this testing is another method to ensure configurations are set up correctly, data has been imported correctly and there are no impacts on the Client revenue at the time of Go-Live. Organizational Change Management (OCM) The activities, events, processes, and procedures that are employed for handling transformation from one system environment to another; this relates mainly to the people and business processes. Metabase The out-of-the-box tool provided to build and deliver reports and dashboards. Performance Testing This testing will exercise the System to ensure the Client will achieve the stated performance goals. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 78 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Price The total cost for implementation & expenses to deliver the SpryPoint Solutions as noted in this SOW and other Exhibits to the Agreement. Project The completion conversion of the Client's Legacy CIS over to the SpryPoint System solutions as agreed upon as part of the SOW and Price. Quality Assurance The process of verifying that the proper processes and procedures have been adhered to on the Project from a methodology as well as project management perspective and that the deliverables produced on the project have included the appropriate content and meet expectations. Script Testing Testing using a predetermined script or set of instructions. Testing can be either manual or automated work. SpryPoint Service- a.k.a System The SpryPoint Service (System) includes all services as defined in this Statement of Work for products sold as part of this contract. Templates Templates refer to the standard format of various project documents that SpryPoint will provide as a starting point and will be modified to address the specifics of this Project. Examples include Training Plan, Test Plan, Conversion Plan, etc. Test Matrix A worksheet that identifies accounting periods, account numbers, financial transactions and other expected results for testing purposes. Test Plan Document that outlines a strategy or approach for testing. A Test Plan describes key setup issues, dependencies, and other general factors. Test Scripts A series of actions, functions, scenarios, or commands documented for execution during various phases of testing. User Acceptance Test Final testing led by the Client, where SpryPoint is available for assistance, as required. This testing is typically scenario based and Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 79 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ensures that the System is configured to meet all of agreed upon business processes. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 80 7.2 Milestone Schedule Milestone Phase Milestone Name Milestone Description Amount 1 Project Management PM Month 1 PM activities per the SOW $6,000.00 2 Project Management PM Month 2 PM activities per the SOW $6,000.00 3 Project Management PM Month 3 PM activities per the SOW $6,000.00 4 Project Management PM Month 4 PM activities per the SOW $6,000.00 5 Project Management PM Month 5 PM activities per the SOW $6,000.00 6 Project Management PM Month 6 PM activities per the SOW $6,000.00 7 Project Management PM Month 7 PM activities per the SOW $6,000.00 8 Project Management PM Month 8 PM activities per the SOW $6,000.00 9 Project Management PM Month 9 PM activities per the SOW $6,000.00 10 Project Management PM Month 10 PM activities per the SOW $6,000.00 11 Project Management PM Month 11 PM activities per the SOW $6,000.00 12 Project Management PM Month 12 PM activities per the SOW $6,000.00 13 Project Management PM Month 13 PM activities per the SOW $6,000.00 14 Project Management PM Month 14 PM activities per the SOW $6,000.00 15 Project Management PM Month 15 PM activities per the SOW $6,000.00 16 Project Management PM Month 16 PM activities per the SOW $6,000.00 17 Analysis Project Kickoff, Environment Deployment, Functional Overview Complete the following Deliverables: - Staging and Prod environments setup with one client user setup - Mobilize Project Team - Conduct Project Kickoff - Prepare project infrastructure - Detailed Analysis Workshop schedule complete - System Overview Training $3,200.00 18 Analysis Analysis Workshops 1 Complete the following deliverables: - Customer Care Analysis Workshops $8,000.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 81 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount - Premises Analysis Workshops 19 Analysis Analysis Workshops 2 Complete the following deliverables: - Billing Analysis Workshops - Payments Analysis Workshops - Collections Analysis Workshops $8,000.00 20 Analysis Analysis Workshops 3 Complete the following deliverables: - Bill Template Analysis Workshop - Finance & Admin Analysis Workshop $8,000.00 21 Analysis Analysis Workshops 4 Complete the following deliverables: - SpryEngage Workshop - SpryMobile Analysis Workshop $8,000.00 22 Analysis Analysis Workshops 5 Complete the following deliverables: - Integrations & Reporting - SpryBackflow $8,000.00 23 Analysis Analysis Report, Review, and Sign-Off Complete the following deliverables: - Deliver Analysis Report to client for review - Analysis Report Updates -Analysis Report Review & Approval $8,000.00 24 Analysis Training Plan Complete the following deliverables: - Deliver Training Plan $10,000.00 25 Analysis Organizational Change Management Plan Delivered Complete the following deliverables: - OCM Overview Presentation / Discovery - OCM Plan $800.00 26 Analysis Data Conversion Strategy Complete the following deliverables: - Data Conversion Strategy $7,200.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 82 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount 27 Configuration Configuration 1 Complete the following deliverables: - Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Enable Services 2. Aging 3. GL Account Structure 4. GL Accounts 5. Billing Cycles 6. Penalty Type - Configuration in staging environment $9,000.00 28 Configuration Configuration 2 Complete the following deliverables: - Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Receivable Types 2. Revenue Months 3. Billing Periods 4. Default Gl Accounts 5. Services Types - Configuration in staging environment $9,000.00 29 Configuration Configuration 3 Complete the following deliverables: -Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Rate Schedule 2. Meter Size Rate Detail 3. Tax Schedules - Configuration in staging environment $9,000.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 83 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount 30 Configuration Configuration 4 Complete the following deliverables: Workbook updates for the following workbook tabs: 1. Account Statuses 2. Customer Statues 3. Premise Statues 4. Account Types 5. Premise Types 6. Equipment Location Types 7. Routes 8. Water Meter Configurations 10. Charge Types 11. Deposit Types 12. Credit Memo Type 13. Global Config 14. Measurement Types - Configuration in staging environment $9,000.00 31 Configuration Configuration 5 Complete the following deliverables: -Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Collections Media 2. Collections Routine 3. New Item Categories 4.City Setup 5. Equipment Categories 6. Equipment Type 7. Tender Type 8. Payment Sources - Configuration in staging environment $9,000.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 84 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount 32 Configuration Configuration 6 Complete the following deliverables: -Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Auto number configuration 2. Business Hours 3. Dashboard Configuration 4. Denomination Configuration 5. Holiday Calendar 6. Billing Validation Rules 7.Budget Billing Types 8. Billing Agreement Add- ons (if applicable) 9. Summer Sewer Configuration - Configuration in staging environment $9,000.00 33 Configuration Configuration 7 Complete the following deliverables: - Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1.Payment File Format 2. Pre-authorized Payment 3. Alternate ID Types 4. Relationship Types 5. Deposit Interest Schedules 6. Districts 7. Exemption Reasons 8. Move In Request Types 9. Move Out Request Types - Configuration in staging environment $9,000.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 85 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount 34 Configuration Configuration 8 Complete the following deliverables: - Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Dispute Types 2. Dispute Resolution Types 3. Write Off Types 4. Bankruptcy Types 5. Service Order Actions 6. Service Order Types 7. Communication Message 8. Auto Reply Rules 9. Statement Message 10. Estimation Algorithms 11. Meter Reading Code Mappings - Configuration in staging environment $9,000.00 35 Configuration Configuration 9 Complete the following deliverables: - SpryMobile Initial Configuration completed and SpryMobile ready for client testing $16,000.00 36 Configuration Configuration 10 Complete the following deliverables: - SpryEngage Initial Configuration & ready for client testing $24,000.00 37 Configuration Configuration 10 Complete the following deliverables: - SpryIDM Initial Configuration & ready for client testing $8,000.00 38 Configuration Configuration 10 Complete the following deliverables: - SpryBackflow Initial Configuration & ready for client testing $8,000.00 39 Configuration Data Mapping Complete the following deliverables: $7,200.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 86 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount -Initial completion of data mapping workbook 40 Configuration Data Iteration 1 Complete the following deliverables as required for Data Iteration 1: - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment" $7,200.00 41 Configuration Data Iteration 1.1 Complete the following deliverables as required for Data Iteration 1.1: - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment" $7,200.00 42 Configuration Data Iteration 2 Complete the following deliverables as required for Data Iteration 2: - Complete any data mapping updates - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment $7,200.00 43 Configuration Data Iteration 2.1 Complete the following deliverables as required for Data Iteration 2.1: - Complete any data mapping updates - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment $7,200.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 87 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount 44 Configuration Data Iteration 2.2 Complete the following deliverables as required for Data Iteration 2.2: - Complete any data mapping updates - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment $7,200.00 45 Configuration Data Iteration 3 Complete the following deliverables as required for Data Iteration 3: - Complete any data mapping updates - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment $7,200.00 46 Configuration Data Iteration 3.1 Complete the following deliverables as required for Data Iteration 3.1: - Complete any data mapping updates - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment $7,200.00 47 Configuration Integration - Workday (GL & AP) Complete the following deliverables: - Integration in staging environment and ready for testing $4,200.00 48 Configuration Integration - Tyler Energov (Parcel Information File Import) Complete the following deliverables: Integration in staging environment and ready for testing $2,800.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 88 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount 49 Configuration Integration - Selectron Complete the following deliverables: Integration in staging environment and ready for testing $4,200.00 50 Configuration Integration - Various Payment Import Files Complete the following deliverables: Integration in staging environment and ready for testing $7,000.00 51 Configuration Integration - ESRI GIS (ArcGIS) Complete the following deliverables: Integration in staging environment and ready for testing $4,200.00 52 Configuration Integration - Infosend (Bill Print File Export) Complete the following deliverables: Integration in staging environment and ready for testing $7,000.00 53 Configuration Integration - Itron Metering (AMI) Complete the following deliverables: Integration in staging environment and ready for testing $4,200.00 54 Configuration Integration - Okta Complete the following deliverables: Integration in staging environment and ready for testing $2,800.00 55 Configuration Integration - Collection Agency File Complete the following deliverables: - Enhancement in staging environment ready for client review & testing $2,800.00 56 Configuration Integration - Teller CanAm Complete the following deliverables: - Enhancement in staging environment ready for client review & testing $16,000.00 57 Configuration Integration - Laserfiche Complete the following deliverables: - Enhancement in staging $7,000.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 89 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount (Document Management) environment ready for client review & testing 58 Configuration Reporting 1 Complete the following deliverables: - Custom Report Development $8,000.00 59 Configuration Reporting 2 Complete the following deliverables: - Dashboard & KPI Development $8,000.00 60 Configuration OCM Assessments Completed Complete the following deliverables: - Risk Assessment - PCT Assessment - Sponsor Assessment - P-P-P-P Exercise - Sponsor Interview - Group Impact Assessment - Yesterday-Tomorrow Analysis $5,200.00 61 Test Core Team Training Complete the following deliverables: - Completed training for Core team Members $9,600.00 62 Test Functional Test Cases Complete the following deliverables : - Deliver to client out of the box Functional Test Cases $8,000.00 63 Test Integration Test Cases Complete the following deliverables : - Deliver to client out of the box Integration Test Cases $8,000.00 64 Test User Acceptance Test Cases Complete the following deliverables : - Deliver to client out of the box User Acceptance Test Cases" $8,000.00 65 Test Bill Validation Testing Round 1 Complete the following deliverables : - Complete Bill Validation Activities $4,400.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 90 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount - Bill Validation report delivered to client 66 Test Bill Validation Testing Round 2 Complete the following deliverables : - Complete Bill Validation Activities - Bill Validation report delivered to client $4,400.00 67 Test Bill Validation Testing Round 3 Complete the following deliverables : - Complete Bill Validation Activities - Bill Validation report delivered to client $4,400.00 68 Test Bill Validation Testing Round 4 Complete the following deliverables : - Complete Bill Validation Activities - Bill Validation report delivered to client $4,000.00 69 Test Tester Training Complete the following deliverables: - User identified as Testers are trained and ready to start UAT testing $7,500.00 70 Test Functional Testing R1 Complete the following deliverables: - Execute Functional Testing - Functional Testing Signoff $6,000.00 71 Test Functional Testing R2 Complete the following deliverables: - Execute Functional Testing - Functional Testing Signoff $6,000.00 72 Test Integration Testing R1 Complete the following deliverables: - Execute Integration Testing - Integration Testing Signoff $6,000.00 73 Test Integration Testing R2 Complete the following deliverables: - Execute Integration $6,000.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 91 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount Testing - Integration Testing Signoff 74 Test User Acceptance Testing R1 Complete the following deliverables: - Execute User Acceptance Testing - User Acceptance Testing Signoff $6,000.00 75 Test User Acceptance Testing R2 Complete the following deliverables: - Execute User Acceptance Testing - User Acceptance Testing Signoff $6,000.00 76 Test User Acceptance Testing R3 Complete the following deliverables: - Execute User Acceptance Testing - User Acceptance Testing Signoff $6,000.00 77 Deploy End User Training 1 Complete the following deliverables: - CSRs and Billing end users trained $7,500.00 78 Deploy End User Training 2 Complete the following deliverables: - Field Service end users trained $7,500.00 79 Deploy End User Training 3 Complete the following deliverables: - All other end users trained $7,500.00 80 Configuration OCM Scope, Goals, and Strategy Complete the following deliverables: - OCM Scope and Goals Summary - OCM Strategy Presentation - Customer Bill Statement Communication Plan $2,000.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 92 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount 81 Deploy Mock Go-Live 1 Complete the following deliverables: - Mock Go-Live Plan provided to client for review - Mock Go- Live Scheduled $8,000.00 82 Deploy Mock Go-Live 2 Complete the following deliverables: - Mock Go-Live Successfully Executed" $8,000.00 83 Deploy Data Iteration 4 Complete the following deliverables as required for Data Iteration 4: Update mapping as required Run data import scripts Create & deliver data conversion validation reports Load iteration data in environment $7,200.00 84 Deploy Go-Live Complete the following deliverables: - Go Live Plan Developed - Go/No Go Decision - Go Live Activities Completed - SpryPoint - Go Live Signoff - Issue Log Updated $24,000.00 85 Operate Post Go-Live Support Month 1 Complete the following deliverables: - Client Executing business in Production - Completed month end - Updated and prioritized punch list $30,000.00 86 Operate Post Go-Live Support Month 2 Complete the following deliverables: - Client Executing business in Production - Completed month end - Updated and prioritized punch list $13,000.00 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 93 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Milestone Phase Milestone Name Milestone Description Amount 87 Operate Post Go-Live Support Month 3 Complete the following deliverables: - Client Executing business in Production - Completed month end - Updated and prioritized punch list $8,000.00 88 Operate Project Close Out Complete the following deliverables: - All contractual items delivered - All P1 and P2 items completed - Plan for any remaining punch list items - All documents signed off $5,000.00 Total $662,200 Travel (billed as incurred) $47,000 Total Implementation Costs $709,200 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 94 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 7.3 Document Samples The following sections show a sample of some of the document templates that will be used through the implementation. Note: Templates are subject to change. If this occurs the Client will be notified and, if required, adjustments will be made to ensure all required information is captured in the new or revised template. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 95 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 7.3.1 Project Status Report - Sample Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 96 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 97 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 98 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 99 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 100 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 7.3.2 Risk Log Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 101 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 102 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Do c u s i g n E n v e l o p e I D : 0 5 7 E 8 5 F D - 5 A 4 9 - 4 4 3 C - 9 C C C - B D 0 C 1 4 0 A A E 9 5 Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 103 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 7.3.3 Change Order Form Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Statement of Work 104 Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06122024 Exhibit B Pricing Schedule Page 1 of 4 Exhibit B – Pricing Schedule 1. Client Information This Pricing Schedule is entered into by SpryPoint Services, Inc. (“SpryPoint”) and Client as of the Effective Date and is subject to the terms and conditions of the Master Subscription Agreement between the Parties. Name (“Client”) City of Carlsbad, CA Client Billing Contact Name Doug Kappel Client Billing Contact Phone Number 442-339-2791 Client Billing Contact Email renewals@carlsbadca.gov Client Billing Address 1635 Faraday Ave Carlsbad, CA 92008 2. Initial Term 3. The initial term of the subscriptions for SpryPoint SaaS reflected herein will commence on the Effective Date and will continue for ten (10) years. Invoicing Subscription Fees are in United States Dollars. The Subscription Fee for the initial year will be invoiced upon contract execution. Thereafter, Client’s annual Subscription Fee will be invoiced annually 30 days in advance of the anniversary of the Effective Date for the duration of Client’s subscription. Implementation and Professional Services fees will be invoiced per the applicable SOW, change order, or as otherwise mutually agreed and are not reflected herein. All other fees will be billed subject to the Usage Metric Verification Process or the Integrated Notification Services Fees, described in the Agreement. 4. Payment Terms Net 45 days from date of invoice. (Continued on next page) Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06122024 Exhibit B Pricing Schedule Page 2 of 4 5. SpryPoint SaaS Subscriptions SpryPoint SaaS Subscription Name SpryPoint SaaS Description SpryPoint SaaS Usage Metric Usage Metric Quantity SpryPoint SaaS Fee Per Usage Metric Initial Annual Subscription Fee SpryCIS – Customer Information System SpryCIS supports customer service and account management; meter reading (including consumption and usage data); meter inventory records (including location data and billing related inventory records); field service order requests; rate, fee and tariff storage (for mass calculation); billing calculation and statements; and financial processing (including payment, adjustment, past due collection actions and notifications); unpaid debt processing; and financial reconciliations Active Accounts1 31,000 $4.40 $136,400 SpryEngage – Customer Engagement Platform SpryEngage supports customer self-service and engagement functions: customer facing (customer registration and login; mobile access; profile management; alert sign-up and delivery; guest access; interactive bill display; electronic billing payment processing; and electronic forms submissions) administrative (administrative dashboard; reporting and analytics; customer masquerading) Active Accounts1 31,000 $1.10 $34,100 SpryIDM - Interval Data Management SpryIDM supports access to interval data for meters, service points, and collections of meters; data ingestion processes; interval data standardization and normalization; generation and delivery of customer alerts Active Accounts1 31,000 $0.55 $17,050 SpryMobile – Mobile Field Service SpryMobile supports the creation of short cycle work with real-time connectivity to SpryCIS (service orders; scheduling; dispatch; mapping GIS layers; MyWork; notifications) Full Users2 12 $110.00/ User/ Month $15,840 SpryBackflow – Cross Connection Control SpryBackflow supports maintenance of a cross connection program (synchronization of customers and locations with SpryCIS; management of backflow assemblies including physical location; generation and delivery of test notices; tracking customer and tester correspondence with customers and testers; administration level review, approval or denial of electronically submitted tests; maintenance of tester data; tester portal allowing profile, certification updates and test submissions) Testable Assemblies4 8000 $1.38 $11,040 Integrated Notification Services Fees Inbound & Outbound SMS Messaging (estimate) Active Accounts 31,000 $0.02/SMS Text Message $3,700 (assumes 186,000 outbound text messages/ year) Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06122024 Exhibit B Pricing Schedule Page 3 of 4 SpryPoint SaaS Subscription Name SpryPoint SaaS Description SpryPoint SaaS Usage Metric Usage Metric Quantity SpryPoint SaaS Fee Per Usage Metric Initial Annual Subscription Fee Outbound Voice Messaging $0.03 per minute $1,500 (assumes 50,000 outbound minutes/year) Total Subscription Fee $219,630 1 “Active Accounts” means the maximum annual quantity, in blocks of 500, licensed and available to Client in the production environment over a 12-month period. 2 “Full User” means a user who can access SpryMobile’s full functionality to create, edit and share data. 3 “Light User” means a user who has read-only to access to SpryMobile functionality. 4 “Testable Assembly” means an assembly subject to test notices and test entry submissions. Ten Year Total Cost of Ownership Year 1 Year 2 Year 3 Year 4 Year 5 SpryCIS $ 136,400 $ 143,220 $ 150,381 $ 157,900 $ 165,795 SpryMobile $ 15,840 $ 16,632 $ 17,464 $ 18,337 $ 19,254 SpryEngage $ 34,100 $ 35,805 $ 37,595 $ 39,475 $ 41,449 SpryBackflow $ 11,040 $ 11,592 $ 12,172 $ 12,780 $ 13,419 SpryIDM $ 17,050 $ 17,903 $ 18,798 $ 19,738 $ 20,724 Integrated Notification Services $ 5,200 $ 5,200 $ 5,200 $ 5,200 $ 5,200 Total $ 219,630 $ 230,352 $ 241,609 $ 253,430 $ 265,841 Year 6 Year 7 Year 8 Year 9 Year 10 SpryCIS $ 174,085 $ 182,789 $ 191,928 $ 201,525 $ 211,601 SpryMobile $ 20,216 $ 21,227 $ 22,288 $ 23,403 $ 24,573 SpryEngage $ 43,521 $ 45,697 $ 47,982 $ 50,381 $ 52,900 SpryBackflow $ 14,090 $ 14,795 $ 15,534 $ 16,311 $ 17,127 SpryIDM $ 21,761 $ 22,849 $ 23,991 $ 25,191 $ 26,450 Integrated Notification Services $ 5,200 $ 5,200 $ 5,200 $ 5,200 $ 5,200 Total $ 278,873 $ 292,557 $ 306,925 $ 322,011 $ 337,851 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06122024 Exhibit B Pricing Schedule Page 4 of 4 Integrated Notification Services Fees Invoiced quarterly for actual usage or as otherwise described below exclusive of any applicable communications service or telecommunication provider (e.g., carrier fees or surcharges) Inbound & Outbound SMS Messaging $0.02 / Message segment consisting of a maximum of 160 characters. A message containing more than 160 characters, will be billed per 160 character message segment. Local Outbound Voice Messaging $0.03 per minute Toll-Free Outbound Voice Messaging $0.03 per minute Optional Random Short Code $15,000.00 per year Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 1 of 18 SpryPoint Services, Inc. Exhibit C – Service Level Agreement 1. Introduction and Overview SpryPoint’s applications are delivered as a service in the cloud. Integrating software development and support is the optimal way to serve customers. SpryPoint’s Customer Success Team works with the product engineers that build, implement, test, and maintain our applications. This Service Agreement defines the general technology as well as the scope of the Ongoing Production Support Services for SpryPoint’s software-as-a-service. At a high level, this includes: • Application support and maintenance • Management of updates and enhancements • Technology infrastructure management • Backup and recovery • High availability, disaster recovery, and business continuity • Database management • Network configuration and monitoring • Security • Operations and service delivery management • Help desk/support • Reporting/Performance measurement tools These Services may be supplemented by change requests agreed upon by the parties in writing. This Agreement describes the responsibilities of all parties, the scope, and approach to the delivery of the services specified herein (“the Services”). The transition to the Customer Success team will occur when: • All severity 1 and 2 issues have been resolved • All severity 3 issues have a defined plan for resolution and is agreed to by both parties • The Post Go Live Support as defined in the Statement of Work is complete Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 2 of 18 • A finalized punch-list of any outstanding items has been created and responsibilities assigned The transition involves: • Formal knowledge transfer between SpryPoint’s Service Delivery and Customer Success Teams • An introductory meeting with the client, SpryPoint’s Project Manager and SpryPoint’s Customer Success Team. This Agreement is specific to SpryPoint’s software-as-a-service applications operating in a production environment as described in the current Pricing Schedule incorporated as part of this Agreement. Any non-production or test environments are expressly excluded from this or any other Service Agreement. 2. Definitions These terms shall have the following meanings whenever used in this Agreement. “Assist” means the party which may provide input into a task and/or be consulted before a decision or action is performed. “Business Hours” means 8:00 a.m. – 4:00 p.m. Eastern Time, Monday – Friday (excluding holidays) “Demarcation Point” means the outermost point of connectivity to the Service(s) public or private endpoints such as the data centers, infrastructure, and applications provided by SpryPoint. “Environment” – provides resources and services over the Internet and access through a web browser or client software. • Production Environment – is where the latest version of the SpryPoint application is deployed and available to the intended users. • Staging Environment – an environment, used for testing, that mirrors the production environment as closely as possible. “Force Majeure” – as defined in the MSA “Impact” – means the influence of an event on the organization or organization’s customers. “Issue” – is a disruption to everyday operations that may or may not have significant consequences. “Lead”– means the party with final decision-making authority, accountability, and responsibility for task completion; this party needs to make sure the work gets done. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 3 of 18 “Outage” – means the total minutes the service is unavailable outside the scheduled maintenance window. “Response Time” – means the number of Support Hours in which a member of the SpryPoint team will respond to a new issue. “Resolution Target” – means the number of Business Hours in which an issue should be resolved following the identification of its root cause. “Update Frequency” – means the number of Support Hours in which the SpryPoint team will provide an update to an unresolved issue. “Scheduled Maintenance” means the total minutes of planned maintenance activities per month. Currently, scheduled maintenance is 4 hours for weekly maintenance and 4 hours for monthly maintenance. Maintenance windows are defined further in System Maintenance and are subject to 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. “Total” – means the total minutes the service is available less those exceptions listed under Service Availability. 3. Scope of Service/Responsibilities 3.1. Ongoing Support and Subscription Services 3.1.1. Application Support The table below describes the application support functions provided in the service and the responsibility assignment of each item. Item Responsibility SpryPoint Client Provide Tier 1 help desk and application support such as, user password management Assist Lead Attempt to resolve Tier 1 issues using existing knowledge base Assist Lead Maintain and update SpryPoint’s knowledge base and other documentation Lead N/A Service Request Management Provide technical and functional troubleshooting for Tier 2 issues Lead Assist Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 4 of 18 Item Responsibility SpryPoint Client Work with Client to determine if an issue is for new system functionality (change) or requires assistance (bug) Lead Assist Provide a web-based system for issue tracking Lead N/A Work with Client to assign proper severity of issue based on definitions Lead Assist Provide issue tracking and reporting Lead N/A Work with client to resolve Tier 2 and Tier 3 issues Lead Assist Monitor, measure, and report on the status of Tier 2 and Tier 3 issues Lead Assist Resolve Tier 2 and Tier 3 issues Lead Assist Provide analysis of recurring issues and establish a resolution or work around for such issues. Lead Assist Work with Client in reporting and resolving unplanned outages of any component or environment. Lead Assist Provide root cause feedback for all Severity Level 1 issues Lead Assist Escalate issues as needed Lead Assist Promptly report outages and service interruptions Lead Assist Application Support Provide application support to the functional process owners Lead Assist Address functional issues and questions involving “how to” raised by end-users Assist Lead Work with departments to leverage software to streamline business processes Assist Lead Assist with system functionality and process flow questions for software and reports Assist Lead Provide functional support for first time processing of critical client business processes Lead Assist Focused functional process support (i.e., end of year processing) Assist Lead Maintain application releases of the current software in the production environment Lead N/A Assist in reporting product issues to software vendor support and obtaining resolution Assist Lead Provide availability management and support Lead N/A Provide maintenance and support for all integrations Lead Assist Provide maintenance and support for all reports Lead Assist Provide maintenance and support for all scheduled jobs Lead Assist Provide functional testing support Assist Lead Deploy required application software Lead N/A Provide post-deployment verification testing of required software Lead Assist Security Administration Provide application security maintenance and administration Lead N/A Conduct user access management and review Assist Lead Maintain and support firewall subsystem software components where applicable (e.g., patches and software upgrades) on Client hardware and software N/A Lead Monitor virus/security alerts and vulnerabilities from manufacturers and determine appropriate action per procedure Lead Assist Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 5 of 18 3.1.2. Operational Support The table below describes the operational support functions provided in the service and the responsibility assignment of each item. Item Responsibility SpryPoint Client Hosting Services Provide hosting services Lead N/A Provide for a replicated system architecture Lead N/A Provide disaster recovery services including system and data restoration Lead N/A Conduct periodic testing of the disaster recovery solution Lead N/A High availability and continuity of the service including load balancing to redirect traffic, multi-zone databases, auto-scaling instances based on application and processing load Lead N/A Provide for secure transmission of data being stored and/or archived Lead N/A Provide toll-free support line Lead N/A Provide hosting services Lead N/A Database Management Perform database administration Lead N/A Perform database monitoring Lead N/A Perform database tuning Lead N/A Perform database security Lead N/A Perform database procedures Lead N/A Perform scheduled maintenance procedures Lead N/A Perform database patching and updates/service packs Lead N/A Communicate patch and update impact analysis Lead N/A Perform database capacity planning Lead N/A Perform database refresh/clones Lead N/A Perform database backup and recovery Lead N/A Perform any data purging or archiving as required Lead N/A Release Management Assess impacts of new releases to the environment Lead Assist Perform Client-requested periodic refreshes of the non-production environments from the production environment up to twice per calendar month Lead Assist Perform application upgrades Lead Assist Perform maintenance pack installations Lead Assist Perform emergency release updates as needed. Lead Assist Access Management Manage administrative user access to the environments Assist Lead Manage user access at the operating level Assist Lead Manage application users and their access to the various environments Assist Lead Performance Management Monitor system performance Lead N/A Monitor application performance Lead N/A Monitor scheduled job performance Lead Assist Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 6 of 18 Item Responsibility SpryPoint Client Analyze performance related issues to identify factors impacting performance Lead Assist 3.1.3. Technology Infrastructure Services The table below describes the technology infrastructure functions provided in the services and the responsibility assignment of each item. Item Responsibility SpryPoint Client Review and resolve technical issues with the system Lead Assist Assist with system debugging and issue resolution Lead Assist Resolve system technical issues with scheduled jobs and reports Lead Assist Answer technical questions for day-to-day maintenance Lead Assist Perform system administration Lead Assist Provide system monitoring and tuning Lead Assist Provide system capacity planning Lead Assist Provide storage capacity planning Lead Assist Provide workload management and support Lead Assist Perform infrastructure maintenance and support Lead Assist Manage the testing of all application and system changes prior to applying to production Lead Assist Perform updates/service packs on application infrastructure Lead N/A Perform system patching and updates/service packs (desktop) N/A Lead Provide change bundling analysis to reduce the frequency and length of time required to apply changes Lead N/A Provide a back-out plan for changes to the various environments Lead N/A Apply code patches for application software Lead N/A Implement minor technology updates Lead N/A Provide system maintenance scheduling and coordination Lead N/A Report system outages and service interruptions Lead Assist Provide infrastructure monitoring and alerting Lead N/A Provide set-up, maintenance, and support for the following environments: Production Lead N/A Staging Lead N/A Sandbox (where applicable) Lead N/A 3.2. Billable Services There will be instances where a client request is beyond the scope of the original contract. Any out-of-scope item is considered an enhancement or a change to the service and should be directed to our Customer Success team through regular support request Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 7 of 18 options. Enhancement requests would include new functionality and features. Change requests would include changes to the services or responsibilities of the service. Examples of billable services that require a quote: • Requests for new reports • Requests for changes to current reports • New configuration/setup • Rate changes • Changes to bill print/template • Changes to forms or letters 3.3. Quote Process The client may request additional services or modifications to the application at any time. All Changes will be documented and approved, regardless of whether there is an associated cost for the change. Requests for changes should be made to SpryPoint’s Customer Success Team. They will review the request and create a quote to include the following: • A description of the problem that needs to be solved or the issue to be addressed. • A description of the solution to the problem or issue to be addressed, including the use/business case and/or reason for the Change and suggested solution. • An estimated delivery time • If applicable, any fees/cost and expenses associated the Change. The Change process is defined below. The Change must be approved by both SpryPoint and the Client before any work related to a Change is completed. • Identify the requested Change • Identify and document the solution and scope of work associated with the Change requested • Estimate required effort, and any associated costs • Submit in writing for review and approval by the Client and SpryPoint Management Team. Any change for which there is any associated costs, a separate professional service agreement may be required. • If not approved, no changes are completed, and the Change request is canceled • If approved, SpryPoint will work with the client to schedule. • Monitor and report progress on the Change • Communicate the Change resolution Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 8 of 18 3.4. Rate Card Any billable services to the Service beyond go-live will be performed at the then prevailing rate as published by SpryPoint on an annual basis. Any enhancements will be implemented pursuant to the change control process as outlined in the Statement of Work. 4. Performance Measurement 4.1. Support Level Definitions and Responsible Parties Client agrees to follow escalation procedures and is responsible for Tier 1 support functions before new application or functionality related to SpryPoint services is enabled in production. 4.1.1. Client Responsibilities Tier Definition Description/Examples 1 Support performed by Client, who shall be responsible for addressing common user questions and issues • Provide application navigation tips • Perform password resets or analyze login issues • Answer questions regarding basic operation of the application • Gather information to escalate to Tier 2 support (Continued on next page) Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 9 of 18 4.1.2. SpryPoint Responsibilities Tier Definition Description/Examples 1 Support performed by Client, who shall be responsible for addressing common user questions and issues Maintain documentation to enable Client to resolve most Tier 1 support issues without requiring escalation to specialized application support. 2 In-depth technical support performed by SpryPoint to address issues outside the scope of Tier 1 issues. SpryPoint’s experienced team are available to: • Assess issues • Provide solutions • Resolve issues • Create new features Provide Tier 2 support for all SpryPoint applications which includes: • Advanced technical and system administration responsibilities which may require application log, database access, or other code-related troubleshooting • Clearly defined points-of-contact, available to receive and appropriately respond to issues from Tier 1 support • Advice and assistance for the applications and non-programming activities in direct support of users • Advise Client personnel of estimated time to resolve an issue after root cause diagnosis • Provide status updates during issue resolution • Escalate Tier 2 support issues to Tier 3 support at our sole discretion 3 A level of product and service support provided by SpryPoint resources (such as product managers or product team) Provide Tier 3 support for all SpryPoint applications which includes: • Data fixes • Code-related troubleshooting • Bug fixes 4.2. Issue Reporting The Client shall designate one or more power users to request and receive support services from SpryPoint. These users must be trained on the SpryPoint applications for which they initiate support requests. To report an issue, submit a support request by: • Support widget (must be enabled in-app) • SpryPoint Helpdesk Portal - support.sprypoint.com • E-mail – support@sprypoint.com • Phone - 855.TRY.SPRY Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 10 of 18 Issue reporting shall be available twenty-four (24) hours a day, seven (7) days a week, and 365 days a year. Before reporting an issue, Client’s personnel must collect as much of the following information as possible: Criteria Description/Examples Date and Time When did the issue start Product/Function SpryCIS – Meter Reading General Description Describe the issue you are experiencing as well as the expected results Replication How to replicate the issue Severity Per the severity levels defined in this document Operating System iOS, Android, Windows, MacOS Device iPad, Chromebook, Microsoft Surface, MacBook Browser Chrome, Safari, Edge, Firefox Screenshots Screenshots of the error will help with troubleshooting Support requests are submitted to report issues. SpryPoint’s Customer Success Team will address tickets according to the Severity Level. The SpryPoint team will determine the cause of the issue and begin the process for correction and/or remediation. Some possible causes of an issue to be reported are: Bug – an error, flaw, or fault in the application that causes an incorrect or unexpected result or behavior. Configuration Request – a change or update to the behavior of an application through a setting in the user interface. New Feature Request – an update to the application to provide new functionality or a new feature. Training Issue/Question – Client does not understand how or why something is behaving the way it is or needs to understand options to change the base behavior. Performance/Service Issue – generally a high priority, high severity item that includes outages, downtime, and other issues affecting the usability of SpryPoint applications. 4.3. Issue Prioritization, Definitions, Responsible Parties, and Targets Severity Level Example Response Target Resolution Target Update Frequency 1 Urgent Client’s business is not operational due to significant performance issues or outage, creating a substantial impact financially or by the number of customers affected. 1 hour 4 hours 1 hour Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 11 of 18 Severity Level Example Response Target Resolution Target Update Frequency Critical business function(s) cannot be performed and/or a key component is unavailable or is non-functional. There is no immediate work around. Urgent issues have top priority until resolved Examples of Severity 1 issues include: • System is unavailable (outage) • Unable to perform a key function such as calculation of bills or billing process • A key function is malfunctioning, creating a severe financial/customer impact • Any event that impacts more than 20% of the customer base • Severity Level 1 issues are subject to an Issue Post-mortem by SpryPoint 2 Critical Client’s business is operational but the ability to perform business functions is severely impacted, A critical business function or functions are partially operational or operating by use of a workaround only sustainable for a short period of time. A critical business function or functions is operating at limited capacity or has a defect which creates errors or atypical results to customer records, transactions, or financials. Examples of Severity 2 issues include: • 10%-20% of the customer base are affected by bills which are calculating or rendering incorrectly • Response times on transactions or screens are 3 times the normal response times (response times must be tracked at go-live for benchmark) • Processes take 3 times as long to complete or error out (response times must be tracked at go-live for benchmark) 2 hours 16 hours 4 hours 3 The service is experiencing an issue that can be worked around but is impacting 4 hours 160 hours 40 hours Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 12 of 18 4.4. Triage Based on the severity level of the support request, Client can expect a response from the SpryPoint Customer Success Team as indicated in the table above. During this initial contact, the team has several objectives: 1. Confirm and/or clarify our understanding of the support request. Adjust reported severity level if necessary. 2. Document the use case where the issue occurs. 3. Establish a resolution plan and provide an estimated resolution time if possible. 4. If an estimated resolution time cannot be provided during the initial contact, Client will be provided with an estimate on the timeframe. Severity Level Example Response Target Resolution Target Update Frequency Restricted Use client’s efficient use of the service. The business is operational but with reduced efficiency. Examples of Severity 3 issues include: • Single account issue • Business function has a slight restriction of function of non- critical nature • A work around is required to maintain normal operations • Non-performance impacting defect 4 Not Urgent The service is fully functional but may contain a cosmetic flaw, or misspelling. There is no operational, financial, or customer impact. Examples of Severity 4 issues include: • A button is out of alignment on the user interface • Question regarding configuration or functionality • General inquiries 8 hours 200 hours Upon resolution 5 Enhancement request 16 hours As defined in “Quote Process” section 3.3 As defined in “Quote Process” section 3.3 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 13 of 18 5. If the support request is Level 5 (enhancement request), Client will be contacted to discuss the use case and scope of the enhancement. An enhancement specification and quotation will be delivered. 4.5. Resolution Issue Resolution indicates that the issue has been addressed and resolved, pending confirmation from Client’s power user. If for any reason Client is not satisfied with the resolution, Client may request the issue to be re-opened. 4.6. Service Maintenance The primary contact for the ongoing maintenance and support of the application is SpryPoint’s Customer Success team. Although rare, SpryPoint may, at its discretion, schedule a system maintenance window, during which time normal production services may not be available. Planned system maintenance windows are mutually agreed upon with the Client. Whenever possible, SpryPoint will plan Scheduled Maintenance to coincide with Client’s IT system maintenance windows and outside the hours of 8:00 a.m. and 5:30 p.m. Pacific Standard Time. There may be some instances where updates are required immediately or within a short timeframe to maintain the integrity or functionality of SpryPoint applications. In such cases, SpryPoint will notify Client’s designated contact of unplanned system maintenance and work with Client to deploy the necessary changes during the earliest, mutually favorable time. SpryPoint will promptly notify Client’s designated contact of any downtime and provide confirmation once full functionality is restored. In extraordinary circumstances, it may be necessary to take the system offline or otherwise prevent access to applications. This would be the result of an exceptional situation (i.e., a zero-day vulnerability) where SpryPoint would take preventive action to mitigate any potential adverse impact to our clients 4.7. Device and Operating System Support • SpryPoint shall use commercially reasonable efforts to identify a root cause and provide technical solutions therein for any reported bugs, defects, issues, etc., provided that the Software or Services are not otherwise impaired at the start of the then-current Service Term and has been properly maintained by Client in accordance with SpryPoint’s policies. SpryPoint is not required to support its applications in the following circumstances: hardware that is no longer supported by its manufacturer. (e.g., iPhone 3G, Samsung Galaxy S Captivate) • Operating systems or versions of operating systems which are no longer supported or updated by their authors (e.g., Apple, Google, Microsoft, etc.). Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 14 of 18 • Errors that are a result of product misuse, negligence, or improper utilization of any or all part of the Software or Services. • Issues that are a result of electrical failure, internet connections problems, and all data issues deemed to be under Client’s exclusive control and responsibility including but not limited to: data input and output are outside the scope of this service level agreement. Maintenance for unsupported operating systems and/or hardware may be available to clients at an additional charge. 4.8. Issue port-mortem process The issue post-mortem process at SpryPoint includes the following: Action Objective Summary of what happened • Which services and customers were affected? • How long and severe was the issue? • Who was involved in the response? • How was the issue resolved? Root cause analysis • What were the origins of failure? • Why do we think this happened? Steps taken to diagnose, assess, and resolve • What actions were taken? • Which were effective? • Which were detrimental? Timeline of significant activity Centralize key activities from monitoring tools, ticket management, issue details as well as internal and external communications. Learning and next steps • What went well? • What did not go well? • How do we prevent this issue from happening again? Summarize findings Circulate summary to affected clients upon request. Post-mortem reports will be provided to the Customer within 24 hours of development and no later than one week from the occurrence of the issue. 4.9. Support Hours SpryPoint business hours are from 8:00 a.m. to 4:00 p.m. Eastern Time, Monday through Friday (excluding holidays). Support is available from 8:00 a.m. - 8:00 p.m., Eastern Time, Monday through Friday (excluding holidays). After-hours, on-call support is available when requested. This provides extra support when migrating, updating, or upgrading integrated line of business applications. After- hours, on-call support rates will be in accordance with the current Rate Card (Section 3.3), Severity 1 issues (as defined in table 4.3) that are submitted after hours will be addressed at no additional cost. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 15 of 18 4.10. Holidays Response to requests other than Severity Level 1 may be delayed up to 24 hours during holidays observed by SpryPoint as outlined below: Holiday Date (on or around) New Year’s Day* January 1 Provincial Holiday Third Monday in February Good Friday Late March/Early April Victoria Day Third Monday in May Canada Day* July 1 Civic Holiday First Monday in August Labour Day First Monday in September National Day of Truth and Reconciliation September 30 Thanksgiving (Canadian) Second Monday in October Remembrance Day* November 11 Christmas Day* December 25 Boxing Day* December 26 *If holiday falls on a weekend, it will be observed the following Monday. 5. Service Level Agreements Service Level Agreements (SLAs) provide clarity around the commitments to deliver the Service and set expectations for both parties relative to the Client’s business and the impact/role of the Service within the Client’s business. 5.1. Exclusions, Exceptions and Limitations This does not apply to any Service performance issues caused by factors; (i) outside of SpryPoint’s reasonable control, including any force majeure event or Internet access or related issues beyond the demarcation point of SpryPoint; (ii) that result from Client’s equipment software or other technology such as metering technology, payment and data processing services, networking technology and/or third-party equipment, software, integration services or other technology (other than third party equipment within our direct control); (iii) that result from any scheduled maintenance as provided for pursuant to this Agreement; or (iv) arising from SpryPoint’s suspension and termination of Customer’s right to use Software. 5.2. Service Availability SpryPoint will use commercially reasonable efforts to make our Services available with an uptime percentage of at least 99.5% within a given calendar month. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 16 of 18 5.3. Service Credits In the event of a failure by SpryPoint to meet the Service Availability and Issue Resolution Targets as defined in this SLA, as the Client’s sole and exclusive remedy, at Client’s request, SpryPoint will provide Service Credits in accordance with the following: 1. First month of missed service availability or issue resolution target, SpryPoint and Client will meet to discuss possible corrective actions 2. Second consecutive month: 10% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 3. Third consecutive month: 20% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 4. Fourth consecutive month: 30% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 5. Fifth consecutive month: 40% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 6. Sixth consecutive month: 50% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 7. More than six consecutive months: Within thirty (30) days of such failure Client shall have the option to terminate the entire Agreement and upon termination Client shall receive a refund of all prepaid subscription fees that are unearned as of the date such termination becomes effective 8. Service Credits shall be deducted from subsequent invoices for Subscription Fees, or upon the termination or expiration of the Agreement the Service Credits would be paid directly to the Client 6. Periodic Service Reviews 6.1. Periodic Review of Open Tickets and Outstanding Issues Such reviews are offered by SpryPoint upon client request and may be held either monthly or quarterly as agreed by both parties. Reviews are led by a member of the SpryPoint Customer Success Team and commonly include: • Discussion and review of open or recently closed tickets • Discussion and review of recent or forthcoming product releases 6.2. Periodic Review of Service Level Agreement Performance Such reviews will be held annually (or on a periodic basis as agreed by both parties). Either party may request the review. The review will be led by the Manager of Customer Success and shall include: Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 17 of 18 • Discussion and resolution of any issues that may arise under an SLA • Service delivery since last review • Major deviations from service targets • Negotiate proposed changes to the SLA • Resolve concerns about service delivery • Discuss any staffing changes for SpryPoint or Client The review mechanism shall include an escalation procedure under which any unresolved issues are escalated for immediate resolution. Disagreements shall initially be handled by means of the following escalation provision. 6.3. Escalation In the unlikely event that a customer needs to escalate an issue beyond the Customer Success Analyst in charge, the following is the path of that escalation. Contact information for each person in the escalation path will be provided to the Customer prior to Go-live: CEO | Chief Customer Officer | Customer Success Manager | Senior Success Analyst | Success Analyst Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06262024 Exhibit C Service Level Agreement Page 18 of 18 If the Client is unable to get appropriate support from the assigned support analyst or senior support analyst, the client may escalate first to Shelley MacLeod, Manager of Customer Success and then to Chris Scalia, Chief Customer Officer. Contact information for the Customer Success Management Team: Shelley MacLeod Customer Success Manager Successsmacleod@sprypoint.com Office: 902.510.1770 Mobile: 902.213.0950 Chris Scalia, CCO Chief Customer Officer cscalia@sprypoint.com Office: (877) 879-7779 ext. 897 Mobile: (617) 290-7170 7. Release Management We provide application releases on a two-week interval. The Customer Success Team works with the Product Management team to create and distribute Release Notes to our clients. Our releases typically include new features and functionality as well as bug fixes. Product Releases: • Release Notes are sent to the primary contacts in the organization. However, anyone can be added to the distribution list. • Release Notes will be provided before deployment to your production environment. • Releases are deployed after standard business hours and live in the system the next business day. • New features and functions are disabled by default when deployed. • Customer Success is available to assist your team in determining if enabling a new feature is right for your organization. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 1 Exhibit D – Insurance Coverage 1.0 INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 1.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 1.1.2 Automobile Liability. If the use of an automobile is involved for Contractor's work for City, $2,000,000 combined single-limit per accident for bodily injury and property damage. 1.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 1.1.5 Cyber Liability Insurance. At all times during the performance of work under this Agreement and for sixty (60) months following the date of Agreement termination, the Contractor will carry and maintain, at its own expense, Cyber Liability insurance with limits of not less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 2 1.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 1.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 1.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 1.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 1.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06252024 Exhibit E Data Processing Exhibit Page 1 of 10 SpryPoint Services, Inc. Exhibit E – Data Processing Exhibit This Data Processing Exhibit (“DPE”) forms a part of and is subject to the SpryPoint Master Subscription Agreement (“Agreement”), applicable Pricing Schedule or Statement of Work or other written subscription agreement (together with any attachments issued thereunder, the “Agreement”) between SpryPoint Services Inc. (“SpryPoint”) and the Party identified as the “Client” in the Agreement, where Client is using 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: 1. Definitions Unless otherwise defined below, all capitalized terms have the meaning given to them in the applicable Agreement and/or exhibits thereto. a. “Covered Data” means: i. Client Data; ii. Technical Services Data; and iii. any other electronic data or information submitted by or on behalf of Client to a Covered Service. b. “Covered Service” means: i. any Service provided that specifically refers to this DPE; and/or, ii. any Technical Services. c. “Data Controller” means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data. d. “Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06252024 Exhibit E Data Processing Exhibit Page 2 of 10 e. “Data Protection Laws” means all data protection laws applicable to the Processing of Personal Data under this DPE, including local, state, national and/or foreign laws, treaties, and/or regulations. f. “Data Subject” means the person to whom the Personal Data relates. g. “Personal Data” means any Covered Data that relates to an identified or identifiable natural person. h. “Personal Data Breach” means: i. a ‘personal data breach’ or ii. any Security Breach affecting Personal Data. i. “Processing” or “Process” means any operation or set of operations performed on Personal Data or sets of Personal Data, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining, restricting, erasing or destroying. j. “Subprocessor” means a SpryPoint Affiliate or third-party entity engaged by SpryPoint or a SpryPoint Affiliate as a Data Processor under this DPE. k. “Subprocessor List” means the list identifying the Subprocessors that are authorized to Process Personal Data for the relevant Covered Service. 2. Subject and Scope a. Scope and Role of the Parties. This DPE applies to the Processing of Personal Data by SpryPoint to provide the Covered Service. For the purposes of this DPE, Client and its Affiliates are the Data Controller(s) and SpryPoint is the Data Processor. SpryPoint shall Process Personal Information/ 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). b. Purpose. Client discloses Personal Information/ Personal Data to SpryPoint solely for: i. a valid business purpose; and ii. SpryPoint to perform the Services. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06252024 Exhibit E Data Processing Exhibit Page 3 of 10 c. Instructions for Processing. SpryPoint shall Process Personal Data in accordance with Client’s documented instructions. Client instructs SpryPoint to Process Personal Data to provide the Covered Service in accordance with the Agreement (including this DPE). Client may provide additional instructions to SpryPoint to Process Personal Data, however SpryPoint shall be obligated to perform such additional instructions only if they are consistent with the terms and scope of the Agreement and this DPE. d. Prohibitions. SpryPoint is prohibited from: (i) selling Personal Information/ Personal Data; (ii) retaining, using, or disclosing Personal Information/ Personal Data for a commercial purpose other than providing the Services; and (iii) retaining, using, or disclosing the Personal Information/ Personal Data outside of the Agreement between SpryPoint and Client. e. Warranty. Client warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give such instruction. f. Sole Responsibility. Client is solely responsible for obtaining all necessary consents, licenses and approvals for the collection and Processing of any Personal Information/ Personal Data. g. Compliance with Laws SpryPoint shall comply with all Data Protection Laws applicable to SpryPoint in its role as a Data Processor Processing Personal Data. For the avoidance of doubt, SpryPoint is not responsible for complying with Data Protection Laws applicable to Client or Client’s industry such as those not generally applicable to online service providers. Client shall comply with all Data Protection Laws applicable to Client as a Data Controller and shall obtain all necessary consents, and provide all necessary notifications, to Data Subjects to enable SpryPoint to carry out lawfully the Processing contemplated by this DPE. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06252024 Exhibit E Data Processing Exhibit Page 4 of 10 3. Technical, Organizational and Security Measures a. Security Measures. SpryPoint implements and maintains appropriate technical and organizational measures to ensure a level of security appropriate to the risk. The parties agree that the security measures are appropriate to protect Personal Information/ Personal Data against a Personal Information/ Personal Data Security Incident, and that these measures ensure a level of security appropriate to the risks presented by the Processing and the nature of the Personal Information/ Personal Data to be protected having regard to the state of the art and the cost of their implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. b. Confidentiality. SpryPoint shall ensure that any person authorized to Process the Personal Information/ Personal Data is subject to a strict duty of confidentiality and that they Process the Personal Information/ Personal Data only for the purpose of delivering the Services under the Agreement to Client. c. SOC 2 Compliance. Upon request, SpryPoint can provide Client with a copy of its SOC 2 Type II report which attests to the controls at a service organization. SpryPoint may modify its Security Measures from time to time and at any time, provided, however, that it will not materially reduce the level of protection as provided in this DPE. d. Processing Terms. At all times that SpryPoint Processes, and/or has access to Personal Information/ Personal Data, SpryPoint shall (a) Process such Personal Information/ Personal Data only in accordance with Client’s documented instructions (b) not Sell (as defined under California Consumer Privacy Act) Personal Information/ Personal Data, or retain, use, or disclose such Personal Information/ Personal Data (i) for any purpose other than for the specific purpose of performing the Services or (ii) outside the direct business relationship between Client and SpryPoint. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06252024 Exhibit E Data Processing Exhibit Page 5 of 10 e. Acknowledgement. Acknowledging that Client (and not SpryPoint): (i) controls the nature and contents of Client Data (including any Personal Information/ Personal Data therein); and (ii) acts as its own system administrator and controls user access to Client Data (including any Personal Information/ Personal Data therein), Client represents and warrants that on the date of this DPE and during the Term: i. Client will collect and Process Personal Data has been in accordance with applicable Privacy/Data Protection Laws; ii. Client will take all steps necessary to ensure it achieves the foregoing, including without limitation by: 1. providing Data Subjects with appropriate privacy notices, 2. obtaining any required consent, and 3. ensuring that there is a lawful basis for contracted Processors to Process Personal Data. 4. Subprocessors a. Use of Subprocessors. Client hereby agrees and provides a general prior authorization that SpryPoint and SpryPoint Affiliates may engage Subprocessors. SpryPoint or the relevant SpryPoint Affiliate engaging a Subprocessor shall ensure that such Subprocessor has entered into a written agreement that is no less protective than this DPE. SpryPoint shall be liable for the acts and omissions of any Subprocessors to the same extent as if the acts or omissions were performed by SpryPoint. b. Notification of New Subprocessors. SpryPoint shall make available to Client a Subprocessor List and provide Client with a mechanism to obtain notice of any updates to the Subprocessor List. At least thirty (30) days prior to authorizing any new Subprocessor to Process Personal Data, SpryPoint shall provide notice to Client by updating the Subprocessor List. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06252024 Exhibit E Data Processing Exhibit Page 6 of 10 c. Approved SpryPoint’s Sub-Processor List Subprocessor Country Website Service Provided Amazon Web Service United States aws.amazon.com Cloud Infrastructure Freshdesk United States www.freshworks.com Customer Service Twilio United States www.twilio.com SMS Delivery Service Twilio Sendgrid United States www.twilio.com/sendgrid/email- api Email Delivery Service Solarwinds Papertrail United States www.papertrail.com Log Management Service Raygun United States www.raygun.com Application Management Service 5. Rights of Data Subjects a. Assistance with Data Subject Requests. SpryPoint will, in a manner consistent with the functionality of the Covered Service and SpryPoint’s role as a Data Processor, provide reasonable support to Client to enable Client to respond to Data Subject requests to exercise their rights under applicable Data Protection Laws (“Data Subject Requests”). b. Handling of Data Subject Requests. For the avoidance of doubt, Client is responsible for responding to Data Subject Requests. If SpryPoint receives a Data Subject Request or other complaint from a Data Subject regarding the Processing of Personal Data, SpryPoint will promptly forward such request or complaint to Client, provided the Data Subject has given sufficient information for SpryPoint to identify Client. c. Cooperation. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06252024 Exhibit E Data Processing Exhibit Page 7 of 10 To the extent SpryPoint is required under Privacy/Data Protection Laws, SpryPoint will assist Client to comply with Privacy/Data Protection Laws; in particular (i) SpryPoint will assist Client in responding to any request from a data subject exercising his or her rights under the Privacy/Data Protection Laws; (ii) it will assist Client in responding to any request from regulatory or judicial bodies relating to the Processing of Personal Information/ Personal Data under the Agreement(s); (iii) it will 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 Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06252024 Exhibit E Data Processing Exhibit Page 8 of 10 reasonable suspicion of a Personal Information/ Personal Data breach in respect of the Personal Information/ Personal Data being Processed under the Agreement(s), it will inform Client without undue delay and will provide reasonable information and 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 will use external auditors to verify the adequacy of its security measures and controls for the Software and Services provided under the Agreement. The resulting audit will: (i) be performed according to AICPA SOC2 Type II standards or such other alternative standards that are substantially equivalent to AICPA SOC2 Type II; (ii) be performed by independent third-party security professionals at SpryPoint’s selection and expense; and (iii) result in the generation of a SOC 2 Type II report (“Audit Report”), which will be SpryPoint’s Confidential Information. The Audit Report can be made available to Client upon written request no more than annually subject to the confidentiality 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 SpryPoint’s then-current SOC 2 Type II audit reports will be used to satisfy any audit or inspection requests by or on behalf of Client. 10. Return and Deletion of Client Data and Personal Data Upon written request by Client made prior to or upon any expiration or termination of this Agreement, SpryPoint will make Client Data available to Client through the Service solely to allow Client to retrieve Client Data for a period of up to a total of sixty (60) days after such expiration or termination (the “Retrieval Period”). After such Retrieval Period, SpryPoint will have no obligation to maintain or provide any Client Data and shall thereafter, unless legally prohibited, delete all Client Data by deleting Client’s Tenant. provided, however, that SpryPoint will not be required to remove copies of the Client Data from its backup media and servers until such time Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06252024 Exhibit E Data Processing Exhibit Page 9 of 10 as the backup copies are scheduled to be deleted, provided further that in all cases SpryPoint will continue to protect the Client Data in accordance with this Agreement. Client Data will be made available in a SpryPoint-supported format mutually agreed 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 a. Client Affiliates. Client is responsible for coordinating all communication with SpryPoint on behalf of its Affiliates with regard to this DPE. Client represents that it is authorized to issue instructions as well as make and receive any communications or notifications in relation to this DPE on behalf of its Affiliates. b. Termination. The term of this DPE will end simultaneously and automatically at the later of: i. the termination of the Agreement; or ii. when all Personal Data is deleted from SpryPoint’s systems. c. Conflict. This DPE is subject to the non-conflicting terms of the Agreement. With regard to the subject matter of this DPE, in the event of inconsistencies between the provisions of this DPE and the Agreement, the provisions of this DPE shall prevail with regard to the parties’ data protection obligations. d. Client Affiliate Enforcement. Client’s Affiliates may enforce the terms of this DPE directly against SpryPoint, subject to the following provisions: i. Client will bring any legal action, suit, claim or proceeding which that Affiliate would otherwise have if it were a party to the Agreement (each an “Affiliate Claim”) directly against SpryPoint on behalf of Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 06252024 Exhibit E Data Processing Exhibit Page 10 of 10 such Affiliate, except where the Data Protection Laws to which the relevant Affiliate is subject require that the Affiliate itself bring or be party to such Affiliate Claim; and ii. for the purpose of any Affiliate Claim brought directly against SpryPoint by Client on behalf of such Affiliate in accordance with this Section, any losses suffered by the relevant Affiliate may be deemed to be losses suffered by Client. e. Remedies. Client’s remedies (including those of its Affiliates) with respect to any breach by SpryPoint or its Affiliates of the terms of this DPE and the overall aggregate liability of SpryPoint and its Affiliates arising out of, or in connection with the Agreement (including this DPE) will be subject to any aggregate limitation of liability that has been agreed between the parties under the Agreement (the “Liability Cap”). For the avoidance of doubt, the parties intend and agree that the overall aggregate liability of SpryPoint and its Affiliates arising out of, or in connection with the Agreement (including this DPE) shall in no event exceed the Liability Cap. Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 1 EXHIBIT F - IT ADDENDUM TO CONTRACTOR’S AGREEMENT FORM The City of Carlsbad (“City”) and SpryPoint Services Inc. (“Contractor”) are using the standard form agreement provided by the Contractor. Nevertheless, the parties agree that this addendum is a part of the form agreement (“Agreement”), and amends and modifies the Agreement as provided below: 1. Independent Contractor. In its performance under this Agreement, the Contractor and the agents and employees of Contractor act and will act in an independent capacity and not as an agent or employee of the City. 2. Inapplicable Terms. Because the City cannot accept certain standard clauses that may appear in the Agreement as a matter of law and policy, the Contractor agrees that no provision described below which appears in the Agreement shall be of any force and effect against the City: a. Requiring the City to obtain or maintain any form of insurance. b. Renewing or extending the Agreement beyond its initial term or duration other than by mutual agreement of the parties. c. Requiring or stating that the terms of this Agreement, or the terms of the Contractor’s online forms or agreements, shall prevail over the terms of this addendum in the event of conflict. d. Requiring the City to indemnify, defend, or hold the Contractor harmless against claims of any kind or nature. e. Requiring the application of laws other than California law in interpreting or enforcing the Agreement, including this addendum, or requiring or permitting litigation arising under the Agreement in the courts of any state other than California, nor any venue other than San Diego County. f. Requiring the City to pay liquidated damages, indirect, special, punitive, incidental or consequential damages, including without limitation lost profits, lost revenue, lost business opportunities, loss of data, interruption of business, regardless of the theory of liability, even if City has been advised of the possibility of such damages. g. Requiring the City to pay any type of contract termination fee. h. Limiting the liability of the Contractor for actual damage to City property or for personal injury. i. Disclaiming negligence in violation of public policy. j. Permitting unilateral modification of this Agreement by the Contractor or deeming the City to agree to a modification by means other than affirmatively signing a modification to the Agreement. k. Requiring the City to engage in binding arbitration. l. Obligating the City to pay court costs, costs of collection, or attorneys’ fees. m. Requiring the City to withhold information from the public contrary to the requirements of the California Public Records Act (CA Government Code § 6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 2 n. Limiting the City’s ability to terminate the Agreement by providing thirty (30) days written notice to Contractor. 3. Technology Terms and Conditions. In addition, the Agreement is hereby amended to include the following Information Technology Terms and Conditions: a. Sensitive Information. In instances where any agreement, purchase order, or Scope of Work is for the provision of Public Cloud Services where City’s sensitive data may be exchanged, Contractor shall provide an independently certified System and Organization Controls (SOC) 2 Type 2 Audit Report or a SOC Cybersecurity Report or equivalent certification for all parties to the Agreement and annual updates during the term of the Agreement. b. Data Location and Ownership. The Contractor shall provide its services to the City and its end users solely from data centers in the continental United States. Storage of City Data at rest shall be located solely in data centers in the United States. Contractor will notify the City of any plans to relocate its hosted services to another data center. Contractor shall not allow personnel or subcontractors to store City Data on portable devices, including personal computers, except for devises that are used and kept only at its U.S. data centers. The Contractor shall permit its personnel and subcontractors to access City Data remotely only as required to provide technical user support or other customer support. The City will own all right, title and interest in City Data that is related to the services provided by this Agreement. c. Data Protection. Contractor shall ensure there is no inappropriate or unauthorized use of City Data at any time. To this end, Contractor shall safeguard the confidentiality, integrity, and availability of City Data within its control using security technologies and techniques in accordance with standard industry practices for such data. In no event may Contractor’s action or inaction result in any situation that is less secure than the security Contractor provides for its own systems and data. d. Data Breach Responsibilities. This section only applies when there is a breach of City Data within the possession or control of Contractor. Contractor shall: (1) promptly notify City within 24 hours or sooner by telephone, unless shorter time is required by applicable law, if it confirms that there is or reasonably believes that there has been a data breach; (2) cooperate with the City as reasonably requested by the City to investigate and resolve the data breach and provide daily updates; (3) quarantine the data breach and ensure secure access to City Data; (4) promptly implement necessary remedial measures; and (5) document responsive actions taken related to the data breach. e. Background Checks. As permitted or required by law, the Contractor shall conduct criminal background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the Agreement who have been convicted of any crime of dishonesty, including but not limited to criminal fraud, or otherwise convicted of any felony or any misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. The Contractor shall promote and maintain an awareness of importance of securing Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 3 the City’s information among the Contractor’s employee and agents. f. Information Technology Access. All electronic and information technology procured through this Agreement must meet the applicable accessibility standards of Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) as amended and is viewable at http://www.section508.gov. Further, the Contractor assures the City that the Contractor complies with the American with Disabilities Act of 1990 (42 US.C. 12101 et seq.), including the Department of Justice’s final rule revising the regulation implementing title II of the Americans with Disabilities Act to establish specific requirements, including the adoption of specific technical standards, for making accessible the services, programs, and activities offered by State and local government entities to the public through the web and mobile applications (“apps”) which becomes effective June 24, 2024 (89 FR 31320.). And in accordance with California Government Code Section 7405(b), the Contractor shall have the ongoing obligation to promptly respond to and resolve any complaint regarding accessibility that is brought to the attention of the Contractor. g. Patent, Copyright and Trade Secret Indemnity. To the fullest extent permitted by law, Contractor will indemnify, defend, and hold harmless the City, its officers, elected and appointed officials, employees, and volunteers from any and all third-party claims, costs (including without limitation reasonable attorneys’ fees), damages, and losses for infringement or violation of any U.S. Intellectual Property Right by any product or service provided by this Agreement. With respect to claims arising from software manufactured by a third party and sold by Contractor as reseller, Contractor will pass through to the City such indemnity rights as it receives from such third party and will cooperate in its enforcement. i. Aside from Contractor’s indemnification obligation, should the product or services or any part thereof become, or in Contractor’s reasonable opinion be likely to become, the subject of a claim for infringement of a third party intellectual property right, then Contractor shall, at its sole option and expense: (i) procure for City the right to use and access the infringing or potentially infringing item(s) of the service or product (“Infringing Item”) free of any liability for infringement; or (ii) replace or modify the Infringing Item with a non-infringing substitute otherwise materially complying with the functionality of the replaced system; or (iii) if neither of the foregoing is reasonably practicable, terminate the right to use and access the Infringing Item and refund a prorated amount of any amount already paid. h. Warranty. Contractor warrants that the appliable product and services (1) will substantially conform to the requirements of the Agreement; (2) will be free of material defects and will be performed with professional care and skill; (3) will be free, at the time of delivery, of harmful code (e.g., computer viruses, worms, trap doors, time bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or cause damage to, computers, data, or software; (4) will not infringe or violate any U.S. Intellectual Property Right; and (5) if software, perform in accordance with the software license and accompanying manuals and other printed documents. Further, to the extent Contractor is legally able to do so, Contractor warrants it will pass through any applicable third-party warranties to the Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 4 City and will reasonably cooperate in enforcing them. i. Cyber Liability Insurance. At all times during the performance of work under this Agreement and for sixty (60) months following the date of Agreement termination, the Contractor will carry and maintain, at its own expense, Cyber Liability insurance with limits of not less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. 4. City’s Limitation on Liability. The City’s liability for damages to Contractor for any cause whatsoever arising out of or relating to this Agreement, and regardless of the theory of liability shall be limited to the total fees paid or payable by City to Contractor for the twelve- month period immediately preceding the date the cause of action arose. The existence of more than one claim shall not expand such limit. This limitation will apply notwithstanding any failure of any essential purpose of any limited remedy. /// /// /// /// /// /// Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 5 5. AUTHORITY. IN WITNESS WHEREOF, the parties have obtained all necessary approvals and have caused the Agreement and this addendum to the Agreement to be executed by their duly authorized representatives. Executed by Contractor this___________ day of _______________________, 2025. SpryPoint Services, Inc. a Canadian corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) City Manager (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Faviola Medina Director of Constituent & Clerk Services (print name/title) APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney Docusign Envelope ID: 057E85FD-5A49-443C-9CCC-BD0C140AAE95 Chief Executive OfficerKyle Strang CFONick Stone 22 April Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 1100 boul. Robert-Bourassa, 6e étage, Montréal, QC H3B 3A5 T 514 370-4800 / 1 844 370-4800 - F 514 397-1858 CERTIFICATE OF INSURANCE Certificate No 31 This certificate is issued as a matter of information only and, unless otherwise set forth herein, grants no right upon the certificate holder. This certificate does not amend, extend nor modify in any way the coverage afforded by the policies below. In the event of conflict between this certificate and the terms and conditions of the insurance policies it evidences, the latter shall prevail. CERTIFICATE HOLDER NAMED INSURED City of Carlsbad 1635 Faraday Avenue, Carlsbad, CA, 92008 SPRYPOINT SOLUTIONS INC. SPRYPOINT SERVICES INC. 401-45 Queen St Charlottetown PE C1A 4A4 This is to certify that the policies of insurance listed below have been issued to the above Named Insured for the policy period indicated. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. Limits shown may have been reduced by paid claims. TYPE OF INSURANCE INSURANCE LIMITS INSURER(S) POLICY(IES) No PERIOD (MM/DD/YYYY) Comprehensive General Liability 3 000 000 $ US 6 000 000 $ US 3 000 000 $ US 500 000 $ US 25 000 $ US 5 000 $ US 2 000 000 $ US Included Victor Canada through: Aviva Insurance: 25.00% Temple Insurance : 20.00% Everest Insurance :20.00% Arch Insurance: 17.50% XL Reinsurance America Inc.: 17.50% TGL642510 From: 07/30/2024 To: 07/30/2025 (X) Occurrence basis ( ) Claims made basis Per occurrence General aggregate Personal injury and advertising liability Tenant’s legal liability Medical expenses - per accident Medical Expenses - per person Non-owned automobile Q.P.F. N° 6 Primary Non-contributory Basis Errors and Omissions and Cyber Insurance Policy 3 000 000 $ US 3 000 000 $ US Victor Canada through: Aviva Insurance: 25.00% Temple Insurance : 20.00% Everest Insurance :20.00% Arch Insurance: 17.50% XL Reinsurance America Inc.: 17.50% TIP642510 From: 07/30/2024 To: 07/30/2025 Per claim Aggregate NATURE AND PURPOSE OF THE CERTIFICATE SPECIAL PROVISIONS City of Carlsbad is/are added as Additional Insured(s) to the commercial general liability policy, but only with respect to liability arising from the premises and operations of the Named Insured. Excluding damages attributable to the Additional Insured due to their own negligence. CANCELLATION Should any of the policies described herein be cancelled before the expiration date thereof, the insurer(s) affording coverage will endeavour to mail 30 days written notice to the certificate holder named herein. However, the absence of such written notice does not impose any obligation on the insurer or its representatives. Date: 2025-04-17 Corinne CaonDamage insurance broker Authorized Representative Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 April 16, 2025 City of Carlsbad 1635 FARADAY AVE CARLSBAD CA 92008 Account Information: Policy Holder Details :SpryPoint Services, Inc. Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder.Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 04/16/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NEWFRONT INSURANCE SERVICES 57556936 777 MARINERS ISLAND BLVD 250 SAN MATEO CA94404 CONTACT NAME: PHONE (A/C, No, Ext): (415) 754-3635 FAX (A/C, No): (415) 367-1422 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Hartford Fire and Its P&C Affiliates 00914 INSURED SPRYPOINT SERVICES, INC. 2093 PHILADELPHIA PIKE CLAYMONT DE 19703-2424 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY)LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A 57 WEC AX8HHS 02/01/2025 02/01/2026 X PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Notice of Cancellation will be provided in accordance with Form WC990394, attached to this policy. Notice of Cancellation will be provided in accordance with Form WC990531, attached to this policy. CERTIFICATE HOLDER CANCELLATIONCity of Carlsbad 1635 FARADAY AVE CARLSBAD CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 Victor Canada 500-1400 Blair Towers Place Ottawa, Ontario K1J 9B8 Telephone 613-786-2000 Facsimile 613-786-2001 Toll Free 800-267-6684 www.victorinsurance.ca Endorsement Endorsement No.: 0023 Standard Form: A-1AGL Attached to and forming part of Policy Number: TGL642510 Additional Insured It is agreed that the following are included in Part II – Who Is an Insured as insured(s) but only with respect to liability arising out of “your work”. Additional Insured: City of Carlsbad 1635 Faraday Avenue Carlsbad CA 92008 Except as otherwise provided by this endorsement, all terms, provisions and conditions of this policy shall have full force and effect. Issued to: SPRYPOINT SOLUTIONS INC.; SPRYPOINT SERVICES INC. and all other insureds under this policy. Effective Date: 22 April 2025, 00:01 local time Executed and signed on behalf of the Insurers by Victor Insurance Managers Inc., as duly authorized. Dated: 29 April 2025 _____________________________ David G. Cook, President Authorized Representative Docusign Envelope ID: 6BEDF7E7-BD6A-44B2-B2CF-E6D1483E18A4 All Receive -Agenda Item# J_ For the Information of the: Ana Alarcon ~OUNCI( / Date 7) CA ✓ CC V eflt _~MIOl(S),:i. From: Council Internet Email Sent: Tuesday, April 29, 2025 12:53 PM City Clerk To: Subject: FW: Agenda Item 1 > City Council Meeting > April 29, 2024 Follow Up Flag: Follow up Flag Status: Completed From: george.corrales@interlogica.com <george.corrales@interlogica.com> Sent: Tuesday, April 29, 2025 12:16 PM To: Council Internet Email <council@carlsbadca .gov> Subject: Agenda Item 1 > City Council Meeting> April 29, 2024 Dear Mayor and Council: The approval of several ten-year contracts worth millions by consent is irresponsible. For example, the first company listed for approval is Workday, Inc. I took it upon myself, as a retired business analyst, to look into the firm, and here is what I found, and this is just for starters. Workday, Inc. faces several challenges in the market: 1. Pricing and Implementation Complexity: High costs and lengthy implementation timelines (5-9 months for enterprise solutions) may deter potential customers. Customization needs and advanced analytics tools can overwhelm small and midsize businesses (SMBs). 2. Usability Issues: Customers report frequent technical glitches, cumbersome processes (e.g., password resets, importing work experience), and poor customer service, which negatively impact user experience. 3. Customer Support: Negative feedback on platforms like Trustpilot and Pi ssedConsumer highlights frustrations with technical reliability and inadequate assistance. 4. Competition: Competitors like Oracle and SAP have extensive resources and diverse service offerings, posing a significant challenge to Workday's market position. 5. Public Sector Penetration: Only 1,600 of Workday's nearly 10,000 customers are in the public sector, limiting its reach in government, education, and NGO markets. 6. Perception Issues: Layoffs of 1,750 employees (8.5% of its workforce) in 2025 to focus on Al investments may raise concerns about stability and customer trust. These challenges suggest that while Workday excels in innovation and employee satisfaction, it must address usability, cost, and competitive pressures to maintain growth. 1 Now, I understand that this is a "not to exceed" contract, but that is not realistic. If things start going south and Workday starts losing money on you, they will slip in a subcontractor to deal with issues at a lower cost. Best of luck to you. George H. Corrales 760-271-2311 2