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HomeMy WebLinkAboutEDB- Master Subscription Agreement- SpryPoint EXECUTIVE SUMMARY AGENDA ITEM: Proposed Master Subscription Agreement with SpryPoint Services, Inc. (SpryPoint) Date: January 12, 2023 BACKGROUND: CCUA's current billing and customer service system is an internally custom created legacy system that no longer fits the needs of our customers or our growing utility. This legacy system and most of our current billing processes are based on labor intensive manual processes that require duplication of efforts across departments. SpryPoint provides a cloud-based software system for utility billing,customer engagement,mobile field service, backflow, and outage response. SpryPoint will allow CCUA to improve operational efficiency through the use of effective business process automation and will greatly improve our customer service experience by allowing our customers up to date online access to their billing and consumption data. Staff requests to engage SpryPoint, a preferred Utility Billing partner of es Workday. c aStaff performed significant due diligence of software platforms that would meet our customer o expectations and operational demands. Sprypoint stood out in the marketplace as a leader in the E utility customer information and billing system space. Staff recommends the use of this software as service system. ce Section 17,last sentence, of Chapter 94-491, Laws of Florida, Special Acts of 1994, states: "Nothing in this section shall be deemed to prevent the authority from hiring or retaining such engineers, attorneys, financial experts, or other technicians as it shall determine, in its discretion, or from undertaking any construction work with its own resources, without any such public advertisement." CCUA's current purchasing policy Section 6.F. states: "Professional services, as permitted under Section 17 of Chapter 94-491, are excluded from the public advertisement and competitive bidding requirements. Except in the case of an emergency, as described in section A. above, such services shall be approved in advance by the Board of Supervisors." BUDGET: Staff determined the fee for professional services is fair, competitive, and reasonable. SpryPoint will be paid a total fee of$2,803,035 over a five-year period. In the current fiscal year certain implementation costs and the first subscription fee totaling $730,500 will be paid out of the capital budget and will need to be transferred from Capital Improvement Program (CIP) Contingency. There was $1,400,000 budgeted for the ERP project in the capital budget this year which has been committed. The remaining $2,072,535 will be budgeted in future fiscal years. //AW(Author) //AW,KO,AB (Review) //JW//JDJ(Final) RECOMMENDATION: Staff respectfully recommends the Board of Supervisors approval of the Master Subscription Agreement with SpryPoint Services, Inc. ATTACHMENTS: SpryPoint Services, Inc., Master Subscription Agreement //AW(Author) //AW,KO,AB (Review) //JW//JDJ(Final) Spry - o int Master Subscription Agreement This Master Subscription Agreement, effective as of , is by and between SpryPoint Services, Inc ("SpryPoint) a Canadian Corporation with offices at 45 Queen Street, Charlottetown, PE C1A 4A4 and Clay County Utility Authority ("Client") with offices at 3176 Old Jennings Road, Middleburg, Florida 32068, United States. Whereas SpryPoint provides a subscription Service to which Client intends to subscribe, this Agreement establishes the business relationship and allocation of responsibilities regarding the Service and the parties therefore agree as follows. The exhibits and schedules attached hereto are an integral part of this agreement and are deemed incorporated by reference herein. SpryPoint agrees to perform the services described below in accordance with the terms and conditions of this Agreement. Should there be a conflict of terms or conditions, this Agreement shall control, and the order of precedence shall be as follows: 1. Master Subscription Agreement 2. Exhibit A— Statement of Work 3. Exhibit B— Pricing Schedule 4. Exhibit C— Service Level Agreement 5. Exhibit D— Insurance Requirements to 6. Exhibit E — Security Overview 7. Exhibit F— Data Processing DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement. "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, "control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. "Agreement" means this Master Subscription Agreement, including any exhibits or attachments hereto. "Authorized Named User" means an end user of the Client that has been given access by Client to use the Services. "Authorized Parties" means Clients'or an authorized Affiliate's Employees and third-party providers authorized to access Client's Tenants and/or to receive Client Data by Client (i) in writing, (ii) through the Service's security designation, or (iii) by system integration or other data exchange process. "Confidential Information" refers to the following types of material or content one party to this Agreement ("Discloser") discloses to the other ("Recipient"): (a) any information Discloser marks or designates as "Confidential"at the time of disclosure; and (b) any other non-public, sensitive information disclosed by Discloser including, but not limited to code, inventions, know-how, business, technical, and financial information, or other information which should reasonably be known by the Recipient to be confidential at the time it is disclosed, due to the nature of the information and the circumstances surrounding such disclosure Confidential Information does not include information that: (i) is in Recipient's possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, Spry - o int before or after disclosure, other than as a result of Recipient's improper action or inaction; or (iv) is rightfully obtained by Recipient from a third party without breach of any confidentiality obligations. "Client Data" means a subset of Confidential Information that is comprised of Client's data obtained, used in, or stored as the result of the use of the Services. Client Data shall include the following: (a) Data collected, used, processed, stored, or generated by the Client as the result of the use of the Service, including any personal identifiable information ("PII") and any information related to payment processing, such as credit card numbers and ACH account numbers. Client Data is and shall remain the sole and exclusive property of Client and all right, title, interest in same is reserved to Client. "Client Input" means suggestions, enhancement requests, recommendations or other feedback provided by Client, its employees and Authorized Parties relating to the operation or functionality of the Service. "Competitor" means any entity that may be reasonably construed as offering competitive functionality or the Service offered by SpryPoint. "Documentation"means the Software's standard user manuals and any other accompanying documents related to the Software delivered to Client during Implementation. "Implementation" means the process for gathering requirements, configuring, testing, training, and integrating the Service for Client's use, as set forth in a Statement of Work. "Intellectual Property Rights" means any and all common law, statutory and other industrial property rights to and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any appliable laws anywhere in the world, and all moral rights related thereto. "Implementation Services" means the services provided by Provider to Client for the integration, implementation, and use of the Service, which may include project management, analysis, configuration, data conversion, training, testing, development and ongoing maintenance & support, as outlined in Exhibit A - Statement of Work. "Malicious Code" means viruses, worms, timebombs, trojan horses and other malicious code, files, scripts, agents or programs. "Messaging Service" means SpryPoint's alerts, notifications, communications, campaigns & messaging capabilities provided with the Service. "Parties"Collectively refers to SpryPoint and the Client. "Personal Data" means any information that is related to an identified or identifiable individual and has been provided by Client or its Affiliates as Client Data within the SpryPoint Service to enable SpryPoint to process the data on its behalf. "Production Deployment" means once the Client has provided User Acceptance Testing ("UAT") signoff and the Service has been moved into a production environment. "Security Breach" means (i) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Client Data; provided that an incidental disclosure of Client Data to an Authorized Party or SpryPoint or incidental access to Client Data by an Authorized Party or SpryPoint, where no reasonable suspicion exists that Spry - o int such disclosure or access involves theft, or is fraudulent, criminal or malicious in nature, shall not be considered a "Security Breach"for purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any appliable Law and (ii) any security breach (or substantially similar term) As defined by applicable law. "Service" means the combination of SpryPoint's software-as-a service applications as described in the Documentation and subscribed to as set forth in Exhibit B - Pricing Schedule or through a Change Order. "Service Level Agreement"(SLA). means SpryPoint's standard Service Level Availability policy which may be updated from time to time. No update shall materially diminish SpryPoint's responsibilities under the SLA. "Subscription Service Fee"means the annual amount invoiced and payable for Client's use of the Service. The Subscription Service Fee does not include the one-time implementation fees for the Services as set forth in Exhibit A Statement of Work. "Tenant" means a unique instance of the Service, with a separate set of Client data held by SpryPoint in a logically separated database. "Term" means the Initial Term of this Agreement which commences on the Effective Date and will continue for five years. "Updates" means all updates, improvements, enhancements, error corrections, bug fixes, release notes, upgrades and changes to the Service and Documentation as developed by SpryPoint and made generally available to for Production use. 1. Provision of Service. 1.1 SpryPoint Obligations. During the Term of this Agreement, SpryPoint shall make the Service and Updates available to Client in accordance with the Documentation, the SLA and pursuant to the terms of this Agreement. SpryPoint shall not use Client Data except to provide the Service, or to prevent or address service or technical problems, verify Service Updates, in accordance with this Agreement and the Documentation, or in accordance with Client's instructions and shall not disclose Client Data to anyone other than Authorized Parties in accordance with this Agreement. 1.2 Client Obligations. Client may enable access of the Service for use only by Authorized Parties solely for the internal business purposes of Client and its Affiliates in accordance with the Documentation and not for the benefit of any third parties. Client is responsible for all Authorized Party use of the Service and compliance with this Agreement. Client shall: (a) have sole responsibility for the accuracy, quality, and legality of all Client Data and (b) take commercially reasonable efforts to prevent unauthorized access to, or use of, the Service through login credentials of Authorized Parties, and notify SpryPoint promptly of any such unauthorized access or use. Client shall not: (i) use the Service in violation of applicable Laws; (ii) in connection with the Service, send or store infringing, obscene, threatening or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) send or store Malicious Code in connection with the Service or its related systems or networks in a manner not set forth in the Documentation. Client shall designate a maximum number of named contacts as listed in the applicable Orde form to request and receive support services from SpryPoint. Named support contacts must be trained on the SpryPoint product(s) for which they initiate support requests. Client shall be liable for the acts and omissions of all Authorized Parties and Client Affiliates relating to this Agreement. Spry - o int 1.3 Acceptable Use. Client acknowledges and agrees that SpryPoint does not police the content of communications or data of Client or its users transmitted through the Service, and that SpryPoint shall not be responsible for the content of any such communications or transmissions. Client shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations Client is solely responsible (a) for making sure that the disclosure and use of data, content and information provided to SpryPoint does not violate any applicable law or infringe upon the intellectual property rights of any third party and (b) for the appropriate use of any reports and other materials prepared by Client in a manner that will not violate any applicable law or infringe upon the intellectual property rights of any third party. Client agrees not to post or upload any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (c) otherwise violates any applicable law. SpryPoint may remove any violating content posted or transmitted through the Services,without notice to Client. SpryPoint may suspend or terminate any user's access to the Service upon notice in the event that SpryPoint reasonably determines that such user has violated the terms and conditions of this Agreement. 2. Fees. 2.1 Invoices & Payment. All payments will be governed by the Local Government Prompt Payment Act, which provides that payments will be made not later than 45 days from receipt of proper invoice. SpryPoint will invoice Client the first-year subscription fee for the Service upon execution of this agreement. All fees are quoted and payable in United States Dollars. All invoiced charges are due net 45 days from the invoice date unless otherwise stated on the invoice. Client is responsible for providing SpryPoint complete and accurate billing and contact information including a valid email address prior to to the commencement of your subscription. Upon SpryPoint's request, Client will make payments via electronic bank transfer. All remittance and invoice inquiries are to be directed to finance@SpryPoint.com. 2.2 Non-Cancelable & Non-Refundable. Except as specifically set forth to the contrary under Section 6 (Warranty) and Section 7 (Indemnification), all payment obligations are non-cancelable, and all payments made are non-refundable. 2.3 Non-Payment and Suspension of Service. If SpryPoint does not receive any invoiced amount by the due date as provided in Section 2.1 herein, then without limiting rights and remedies, the invoiced amount(s) may accrue interest at the rate of 1.5% per month. If any amount owing by Client for SpryPoint's services under this or any other agreement is net 60 or more days overdue, SpryPoint, without limiting its other rights and remedies reserves the right to suspend the Service until such amounts are paid in full. 2.4 Taxes. All fees invoiced pursuant to this Agreement do not include any applicable taxes. Client shall be solely responsible in the event any authority imposes a duty, tax, levy, or fee (excluding those based on Provider's net income) directly upon the Client in relation to this Agreement. Client will provide SpryPoint with a valid tax exemption certificate authorized by the appropriate taxing authority. 2.5 Tax Status. SpryPoint's fees do not include any Transaction Taxes. Client agrees that it is exempt from all Transaction Taxes, including but not limited to, any local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value - added, goods and services taxes, excise, use or similar taxes. In the event that Client's tax-exempt status changes such that it is no longer exempt from Transaction Taxes, Client shall become responsible for paying all Transaction Taxes associated with this Agreement. If SpryPoint has a legal obligation to pay or collect Transaction Taxes for which Client is responsible under this section, the appropriate amount shall be invoiced to and paid by Client. If Client itself, as a body entitled to assess taxes or fees, imposes any Spry - o int taxes or fees upon SpryPoint's provision of the Services, the fees in this Agreement are net of any such taxes or fees and SpryPoint will gross up its invoices to include such taxes or fees. 2.6 Additional Services. The Service includes optional variable services such as SMS messaging services and outbound IVR dialer services (collectively "Additional Services"). All Additional Services shall be invoiced by SpryPoint to Client upon the request of such services by Client at the pricing and rates provided in Exhibit B. (a) For SMS text messaging services, an optional SMS Short Code fee shall be invoiced upon request of a Short Code by Client. SMS short code fees shall be invoiced annually, while in- bound and out- bound text message usage fees shall be invoiced monthly for actual amount used. (b) For Outbound IVR services, usage fees shall be invoiced monthly for the actual amount used upon activation and usage of the outbound IVR services. 2.7 Enhancement Cost. Any enhancements to the Service beyond the initial scope as outlined in Exhibit A — the Statement of Work will be performed on a time and material basis, at an hourly rate of $200 USD per hour. We will implement enhancements pursuant to the change control process as outlined in Exhibit A. 2.8 Additional Users. SpryPoint will be automatically notified when new users are added to Client's Service. If the number of active users, not including archived users, exceeds Clients current subscription, SpryPoint will invoice client for any incremental user additions during the calendar month. Invoice to client will be prorated to align with the remaining months in Client's subscription period. to 3. Proprietary Rights 3.1 SpryPoint Intellectual Property Rights. SpryPoint retains all right, title, and interest in and to the Service, Documentation and other SpryPoint Intellectual Property Rights including any related methodologies, techniques, processes, and instruction developed by SpryPoint and used in the course of delivering the Service under this Agreement and an applicable Statement of Work. No rights are granted to Client hereunder other than expressly set forth herein. Client shall not (and shall not allow or cause any third party) to (i) reverse engineer, modify or copy the Service or Documentation or create any derivative works based on the Service and Documentation; (ii) copy and features, functions, interfaces, integrations or graphics of the Service or Documentation; (iii) access the Service or Documentation in order to build any commercially available product or service. 3.2 Client Rights. SpryPoint hereby grants Client's Authorized Named Users (and those of Client's Affiliates and Authorized Parties) a non-exclusive, non-transferable, non-perpetual limited right to use the Service and Documentation, solely for the internal business purposes of Client and Affiliates and solely during the Term, subject to the terms and conditions of this Agreement. 3.3 License to Host Client's Data. Client grants SpryPoint and SpryPoint's hosting partners a worldwide, limited-term license to host, copy, transmit and display Client's Data, as necessary for SpryPoint to provide the Service in accordance with this Agreement. As between SpryPoint and Client, SpryPoint acquires no right, title or interest from Client under this Agreement in or to Client's Data. 3.4 License to use Client's Feedback. Client grants to SpryPoint and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Service any suggestion, enhancement request, recommendation, correction or other Client feedback relating to the Service. SpryPoint shall have no obligation to make Client Input an Improvement. Spry - o int 3.5 Statistical Information. SpryPoint owns all aggregated and statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, configurations, and performance results for the Service. SpryPoint may anonymously compile statistical information related to the performance of the Service for purposes of improving the SaaS service, provided that such information does not identify Client's data or include Client's name. 4. Confidentiality 4.1 Confidentiality. A party shall not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement except with the other parry's prior written permission. 4.2 Nondisclosure. A party shall not use Confidential Information for any purpose other than to facilitate this Agreement. A Recipient: (a) shall not disclose Confidential Information to any employee or contractor unless such person needs access in order to facilitate the Agreement and executes a nondisclosure agreement with Recipient(b) shall not disclose Confidential Information to any third party without Discloser's prior written consent. 4.3 Protection. Each party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event using less than a reasonable standard of care. 4.4 Injunctive Relief. Recipient agrees that breach of Confidentiality would cause irreparable injury, for which monetary damages would be inadequate. If a recipient discloses or uses any Confidential to Information of the other party in breach of confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts. 4.5 Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license or any other right thereto. Discloser will retain all right, title and interest in and to all Confidential Information. 4.6 Florida Public Records Laws Compliance. SpryPoint acknowledge Client's obligations under Art. 1, Section 24, Florida Constitution, and Chapter 119, Florida Statutes, as from time to time amended (together, the Public Records Laws), to release public records to members of the public upon request. SpryPoint acknowledges that Client is required to comply with the Public Records Laws in the handling of the materials created under this Agreement and that the Public Records Laws control over any contrary terms in this Agreement. SpryPoint shall comply with all requirements of Chapter 119, Florida Statutes, to the extent applicable to the records and documents associated with this Agreement. In accordance with Section 119.0701(3)(a), Florida Statutes (or successor statutes), a request to inspect or copy public records related to this Agreement must be made directly to Client. IF SPRYPOINT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO SPRYPOINT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (904) 272-5999, Ivalentin@clayutility.org, 3176 OLD JENNINGS RD., MIDDLEBURG, FL 32068. 5. Data Privacy &Security Spry - o int 5.1 SpryPoint use of Data. Client hereby grants SpryPoint a limited right to access, process, collect, store, generate, display, and use Client Data for the sole purpose of providing the Service. SpryPoint shall keep and maintain Client Data in strict confidence and shall not allow any third parties to use, disclose, or access Client Data without Client's prior written consent. Notwithstanding the foregoing, SpryPoint may disclose Client Data as required by applicable law or by proper legal or governmental authority. SpryPoint shall give Client notice of any such legal or governmental demand and reasonably cooperate with Client in any effort to seek a protective order or otherwise contest such required disclosure, at Client's expense. 5.2 Data Security. Each Party shall be responsible for establishing and maintaining its own data privacy and information security policies, including physical, technical, administrative, and organizational safeguards to ensure the security and confidentiality of Client Data; protect against any anticipated threats or hazards to the security of Client data, protect against unauthorized disclosure, access to, or use of Client Data, ensure the proper disposal of Client Data, and ensure that all employees, agents, and subcontractors, if any, comply with the above. 5.3 Unauthorized Disclosure. If either Party believes there has been a Security Breach, such party must notify the other party upon the earlier of forty-eight(48) hours after discovery or any time frame required by applicable law unless legally prohibited from doing so. Each Party will reasonably assist the other Party in mitigating or remediating any potential damage where appropriate. Each party shall bear the costs of such remediation or mitigation to the extent the breach or security incident was caused by it. As soon as reasonably practicable after any such Security Breach, upon Client's request, Client and SpryPoint will consult in good faith regarding the root cause analysis and any remediation efforts. to 6. Warranties & Disclaimers 6.1 From SpryPoint. a) Function: SpryPoint represents and warrants that, during the Term, the Service will perform materially in accordance with the Documentation. b) Intellectual Property Rights: SpryPoint represents and warrants that it owns the Service and has the power and authority to grant the rights in this Agreement without the further consent of any third party. c) Malicious Code: SpryPoint represents and warrants that to the best of its knowledge, the Service does not contain any Malicious code. SpryPoint further warrants that it will not knowingly introduce any Malicious Code into the Service. 6.2 From Both Parties. Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation know to it would have a material adverse impact on its ability to perform as required hereunder. 6.3 Warranty Remedies. In the event of a breach of the warranty as set forth in Section 6.1, or upon the discovery of Malicious Code in the Service, (a) SpryPoint shall correct the non-conforming Service at no additional charge to Client or (b) in the event SpryPoint is unable to correct such deficiencies after good-faith efforts, SpryPoint shall refund Client amounts paid that are attributable to the defective Service from the date SpryPoint received such notice through the date of remedy, if any. At no time shall the refund exceed the subscription fees actually paid by Client in consideration for SpryPoint's service delivery during the immediately preceding twelve (12) month period for the Service. SpryPoint 6.4 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES OUTLINED IN SECTION 6.1 AND 6.2 ABOVE, SPRYPOINT MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND/OR RELATED DOCUMENTATION. SPRYPOINT DOES NOT WARRANT THAT THE SERVICE WILL PERFORM WITHOUT ERROR OR THAT IT WILL RUN WITHOUT IMMATERIAL INTERRUPTION. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CLIENT IN CONNECTION WITH THE PROVISION OF THE SERVICE. 7. Indemnification 7.1 Indemnification. SpryPoint shall protect, defend, hold harmless and indemnify Client harmless against any loss, damage or costs in connection with claims, demands, suits or proceedings ("Indemnified Claims)" made or brought against Client alleging that the use of the Service infringes any third party's Intellectual Property Rights; provided, however, that Client; (a) promptly gives written notice of the Claim to SpryPoint; (b) gives SpryPoint sole control of the defense and settlement of the Claim; and (c) provides to SpryPoint, at SpryPoint's cost, all reasonable assistance. SpryPoint's obligations set forth in this Section do not apply to the extent that an Indemnified Claim arises out of: (a) Client's breach of this Agreement; (b) revisions to the Service made without SpryPoint's written consent; (c) Client's failure to incorporate Upgrades that would have avoided the alleged infringement; (d) Modification of the Service by Client, its Employees, or Authorized Parties in conflict with Client's obligations (e) Unauthorized use of the service by third parties; or (f) use of the Service in a manner inconsistent with the Documentation. Furthermore, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of Client. If to Client is enjoined from using the Service or SpryPoint reasonably believes it will be enjoined, SpryPoint shall have the right at its sole option, to obtain for Client the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to SpryPoint, then use of the Service may be terminated at either party's option and SpryPoint's sole liability shall be to refund any prepaid fees for the Service that were to be provided after the effective date of termination. 8. Limitation of Liability 8.1 Liability Cap. SpryPoint's liability arising out of or related to this Agreement shall in no event exceed the Subscription Fees paid by Client within the twelve (12) months preceding the claim. 8.2 Clarifications & Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY CLIENT IN CONSIDERATION FOR SPRYPOINT'S SERVICE DELIVERY DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE. FOR THE AVOIDANCE OF DOUBT, SPRYPOINT'S LIABILITY LIMITS APPLY TO SPRYPOINT'S AFFILIATES, PROVIDERS, AGENTS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND OTHER REPRESENTATIVES. 8.3 Exclusion of Damages. EXCEPT WITH RESPECT TO AMOUNTS TO BE PAID BY EITHER PARTY PURSUANT TO A COURT AWARAD (OTHER THAN A DEFAULT JUDGMENT) OR SETTLEMENT AS WELL AS THE DEFENSE COSTS UNDER THE INDEMNIFICATION OBLIGATIONS NO MATTER HOW MUCH DAMAGES MAY BE CHARACTERIZED, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, Spry - o int HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF US, COST OF DATA RECONSTRUCTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS, OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CLIENT WILL NOT ASSERT THAT ITS PAYMENT OBLIGATIONS ARE EXCLUDED AS SPRYPOINT'S LOST PROFITS. 9. Term &Termination 9.1 Term of Agreement. The Term of this agreement commences on the Effective Date and will continue for five years. 9.2 Annual Renewal. The initial Term shall automatically renew for successive terms of one year unless either party provides the other written notice of termination at least (30) days prior to the expiration of the current term. 9.3 Annual Escalation. The annual Subscription Service Fee for the Service shall be subject to adjustment on each anniversary of the Effective Date at the higher of the following: a) in accordance with the change in the USA Consumer Price Index ("CPI") as published by the Government of the United States. The CPI will be determined based on the percentage increase in the CPI for the twelve (12) month period ending with the calendar month which is three (3) to months prior to each anniversary of the Effective Date b) 5% per year. 9.4 Termination for Convenience. Client shall have the right to terminate this Agreement without cause or penalty, by giving not less than Thirty (30) days'prior written notice to SpryPoint. Upon termination, Client shall pay SpryPoint all fees due up to the time of termination. 9.5 Termination for Default. Either party may terminate this Agreement upon Thirty (30) days prior written notice in the event of a material breach by the other party if such breach remains uncured at the expiration of such notice period. 9.6 Termination for Non-Appropriation of Funds. Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement are not forthcoming or are insufficient, through the failure of any entity to appropriate funds or otherwise, Client will have the right to terminate at no additional cost or penalty by giving Thirty (30) days written prior notice documenting the lack of funding. 9.7 Effect of Termination. Upon any termination of this Agreement, Client shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the applicable Service. Termination for any reason shall not relive Client of the obligation to pay any fees accrued or due and payable to SpryPoint prior to the effective date of termination. 9.8 Access to Client Data. Upon written request by Client made prior to any expiration or termination of this Agreement, SpryPoint will make Client Data available to Client through the Service solely for purposes of Client retrieving Client Data for a period of up to sixty (60) days. After 60 days, SpryPoint will have no obligation to maintain or provide any Client data and shall thereafter, unless legally prohibited, delete all Client Data and will have no further obligation to make it available to Client. Spry - o int 10.Messaging. 10.1 Supplemental Messaging Terms. If Client elects to use SpryPoint's Alerts, Notifications, Communications, Campaigns & Messaging capabilities (Messaging Service") provided with the Service the following supplemental terms ("Messaging Terms") will apply. For avoidance of doubt, Messaging Terms apply to all SpryPoint applications within the service involving automated phone calls, pre- recorded messages, text messages, emails, in-app notifications and any other bulk communications. 10.2 Responsibility&Risk. Client shall be solely responsible for the content of any communications which Client initiates or authorizes in connection with the Messaging Services. SpryPoint shall have no responsibility or liability with respect to messages or communications initiated or authorized by Client. Client assumes all risks associated with use of the Messaging Service 10.3 Messaging Indemnity. Client shall hold harmless, defend and indemnify SpryPoint and its officers, directors, employees, contractors and representatives from and against all claims, damages, losses and expenses including without limitation any statutory damages, penalties and attorney's fees arising out of or relating to the Messaging Service or any breach by Client of the Agreement including without limitation, these Messaging Terms, except in the event of SpryPoint's willful misconduct. 10.4 Compliance. SpryPoint is limited to delivering the Messaging Service to the Client as part of the Service, accordingly, compliance with applicable laws is strictly Client's responsibility with respect to the Messaging Service notwithstanding any provision to the contrary. 10.5 Governmental Entity. In light of Client being a governmental entity, nothing in this Agreement shall be deemed to waive the sovereign immunity protections provided Client pursuant to Florida law. to Notwithstanding anything stated to the contrary in this Agreement, Client's obligation to compensate or indemnify is limited and shall not exceed the limits as set forth in Section 768.28, Florida Statutes, as it may be amended from time to time. 11.Miscellaneous 11.1 Independent Contractor. SpryPoint and all persons(s) employed by or contracted with SpryPoint to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(S) or employee(s) of Client. SpryPoint has full rights to manage its employees in their performance of the Service under this agreement. This agreement does not create nor is it intended to create a partnership, franchise,joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. 11.2 Insurance. SpryPoint will maintain during the entire Term of this Agreement, at its own expense the insurance coverage as outlined in Attachment D. The policies shall name Client as an additional insured with respect to the provision of services provided under this agreement. 11.3 Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of Florida, with venue lying in Circuit Court in Clay County, Florida. 11.4 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon the third business day after first class mailing. Notices to the Client shall be sent to: Clay County Utility Authority Attention: Jeremy D. Johnson, MBA, PE, Executive Director Spry - o int 3176 Old Jennings Road Middleburg, Florida 32068 Notices to SpryPoint shall be sent to: Kyle Strang Managing Partner 45 Queen Street— Suite #401 Charlottetown, PE C1A 4A4 11.5 Waiver. No failure or delay by either party in exercising any right under this agreement shall constitute a waiver of that right or any other right. Neither Client's review, acceptance nor payments for any of the Service or the Implementation Services shall be constructed to operate as a waiver of any rights under this agreement or of any cause of action arising out of the performance of this Agreement. 11.6 Force Majeure. In no event shall either party be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that SpryPoint shall use reasonable efforts which are consistent with accepted software industry practices to resume performance as soon as practicable under the circumstances. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to to the time lost due to any delay so caused. 11.7 Conflicts of Interest. SpryPoint certifies that to the best of its knowledge, no Client officer, employee or authorized representative has any financial interest in the business of SpryPoint and that no person associated with SpryPoint r has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. 11.8 Fair Employment. SpryPoint shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law. 11.9 Time. Time is of the essence in the performance of this Agreement. 11.10 Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party (which consent shall not be unreasonably withheld). Except to the extent forbidden herein, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns. Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as the assignee agrees to be bound by all of the terms of this Agreement and all past due fees are paid in full. In no event shall Client have the right to assign this Agreement to a direct Competitor of SpryPoint. Any attempt by a party to assign its rights or obligations under this Agreement other than as permitted by this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Spry - o int 11.11 Severability. To the extent permitted by the law, the parties waive any provision of law that would render any clause of this Agreement invalid or unenforceable. In the even that a provision herein is held to be invalid or unenforceable, such provision will be interpreted to fulfills its intended purpose to the maximum extent permitted by the law, and the remaining provisions of this Agreement will continue in full force and effect. 11.12 Publicity. Except as set forth herein, SpryPoint shall not use Client's name, logos, or trademarks in any written press releases, advertisements and/or marketing materials without the prior consent of Client, SpryPoint is authorized to use Client's name and logo in lists of Clients and on its website, however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from SpryPoint. 11.13 Piggyback. It is understood and agreed by Client and SpryPoint that any governmental entity may purchase the services specified herein in accordance with the prices, terms, and conditions of this agreement. It is also understood and agreed that each local entity will establish its own contract with SpryPoint, be invoiced therefrom and make its own payments to SpryPoint in accordance with the terms of the contract established between the new governmental entity and SpryPoint. It is also hereby mutually understood and agreed that Client is not a legally bound party to any contractual agreement made between SpryPoint and any entity other than Customer. 11.14 Scrutinized Companies Certification. In compliance with Section 287.135(5), Florida Statutes, SpryPoint certifies that it is not participating in a boycott of Israel as defined in Section 287.135(1), Florida Statutes; is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List and referred to in Section 287.135(2), to Florida Statutes; and does not have business operations in Cuba or Syria as defined in Section 287.135(1), Florida Statutes. In accordance with Section 287.135(3), Florida Statutes, Client shall have the option of terminating this Agreement if SpryPoint is found to have submitted a false certification as provided under Section 287.135(5), Florida Statutes, or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, or to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as defined in Section 287.135(1), Florida Statutes. SpryPoint further represents and warrants that, as of the effective date of this Agreement and during the term of this Agreement, it is not and will not be disqualified from doing business with any Florida state entities pursuant to any of the following provisions of the Florida Statutes: Section 287.133(1) (Public Entity Crime), Section 287.133(2) (Convicted Vendor List) or Section 287.134(2) (Discriminatory Vendor List). 11.15 Amendment. This Agreement may only be amended in writing by authorized representatives of each party. 11.16 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. SpryPoint Clay County Utility Authority SpryPoint Services, Inc. Signature: Signature: Name: Jeremy D. Johnston Name: Ryan Cawley Title: Executive Director Title: Managing Partner Date Signed: Date Signed: January 10, 2023 to .v.el ' 7 - 31: _ , r -I\ :. , .! , , j i ti .- *----; ill : t rr IlighiL r it , :_--- I r--.'"---- 1614.0...._ ,. -;:so, 4 1♦ r j ■ Exhibit A - Statement of Work to ■ ■ ■ ■ ■ ■ D Exhibit A-Statement of Work Statement of Confidentiality The contents of this proposal are confidential and are supplied on the understanding that they will be held confidentially and not disclosed to third parties without the prior written consent of SpryPoint to 1 D Exhibit A-Statement of Work 1. Table of Contents 1. Introduction 4 2. Project Goals and Objectives 4 2.1. Success Criteria 4 3. Scope of Work 5 3.1 Overall Project Approach 5 3.2 Pre-Project Initiation 6 3.3 Project Initiation 7 3.3.1 Initiation — Prerequisites 7 3.3.2 Initiation - Deliverables Roles & Responsibilities 7 3.4 Analysis 8 3.4.1 Analysis — Overview/System Familiarization Training 8 3.4.2 Analysis - Workshops 9 3.4.3 Analysis — Planning Documents 10 to 3.4.4 Analysis — Data Migration 10 3.4.5 Analysis - Reporting 11 3.4.6 Analysis — Overview Training 11 3.4.7 Analysis — Organizational Change Management 11 3.4.8 Analysis - Deliverable, Roles & Responsibilities 12 3.5 Configure 14 3.5.1 Configure—Configuration 14 3.5.2 Configure— Data Migration 15 3.5.3 Configure— Integrations & Modifications 20 3.5.4 Configure— Reports 20 3.5.5 Configure - Security & Roles 21 3.5.6 Configure - Organizational Change Management 21 3.5.7 Configure - Deliverable, Roles & Responsibilities 21 3.6 Test 25 3.6.1 Test— Scripts 25 3.6.2 Test— Data Refresh 26 3.6.3 Test—Tester Training 26 3.6.4 Test— Enhancement Testing 26 3.6.5 Test— Bill Validation 26 3.6.6 Test— Integration Testing 27 3.6.7 Test— Functional Testing 27 3.6.8 Test— User Acceptance Testing 27 3.6.9 Test— Organization Change Management 27 3.6.10 Test - Deliverable, Roles & Responsibilities 28 3.7 Deploy 32 3.7.1 Deploy - Prerequisites 32 2 411 Exhibit A-Statement of Work 3.7.2 Deploy -Production Readiness Evaluation 33 3.7.3 Deploy - End User Training 34 3.7.4 Deploy—Organizational Change Management End User Training 34 3.7.5 Deploy - Mock Go-Live 34 3.7.6 Deploy—Customer Notifications 35 3.7.7 Deploy - Cutover 35 3.7.8 Deploy— Deliverable, Roles & Responsibilities 35 3.8 Operate 38 3.8.1 Post Go Live Support 38 3.8.2 Transition to Customer Success 39 3.8.3 Project Close Out 39 3.8.4 Operate - Deliverable, Roles & Responsibilities 40 4. Project Governance 42 4.1. Project Management 42 4.1.1. Project Communications &Tools 42 4.1.2. Acceptance Period 43 4.1.3. Agreed Priority Definitions 43 4.1.4. Document Acceptance 44 4.1.5. Milestone Acceptance Process 44 4.1.6. Scope & Project Change Management 45 4.1.7. Issues and Risk Management 46 to 4.1.8. Conflict Resolution and Escalation Process 46 4.1.9. Project Working Times 47 4.1.10. Executive Steering Committee 48 4.1.11. Project Management Reoccurring Deliverables 49 4.1.12. Project Completion Error! Bookmark not defined. 5. Integrations & Enhancements 50 5.1. Integrations 50 5.2. Enhancement 54 6. Project Assumptions 54 7. Appendixes 58 7.1. Definitions 58 7.2. Document Samples 61 4.1.1 Project Status Report Error! Bookmark not defined. 4.1.2 Risk Log Error! Bookmark not defined. 4.1.3 Change Order Error! Bookmark not defined. 3 D Exhibit A-Statement of Work 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 Clay County Utility Authority OR (hereinafter "Client"), with principal offices at 3176 Old Jennings Rd, Middleburg, FL 32068, United States. Background Statements: • SpryPoint will provide a range of software solutions and services to achieve a business solution that meets the identified requirements of Client. • The Solution will encompass several SpryPoint products which include: o SpryCIS — Customer Information System o SpryEngage — Customer Engagement Portal o SpryMobile — Mobile Field Service o SpryBackflow — Cross Connection Control o SpryIDM — Interval Data Management • Client wishes to work together with SpryPoint for the implementation of the to Solution and SpryPoint agrees to provide such services and/or software as agreed to in the terms provided herein. • This Statement of Work provides the general detailed terms and provisions that govern the delivery of all services and/or deliverables to Client by SpryPoint. 2. Project Goals and Objectives 2.1. Success Criteria This statement of work will be deemed fully executed and successfully completed when the following criteria have been me: • All listed products have been configured, tested, users trained and cutover to a production environment • Client is using the contracted SpryPoint solution(s) as the system of record for a period of 60 days or more, without significant documented issues. • All deliverables listed in this document have been completed 4 D Exhibit A-Statement of Work 3. Scope of Work 3.1 Overall Project Approach SpryPoint shall use its implementation methodology, to deliver the SpryPoint Service, while reporting and delivering to the Client the requested deliverables and service levels in this SOW. SpryPoint will use its hybrid approach that brings together the best of the traditional waterfall methodology and combined it with the best elements of the agile methodology. This methodology encompasses Project Management tasks, Pre-project tasks, and five (5) phases, as follows: • Analysis • Configure • Test • Deploy • Operate to Sprya O int Implementation Methodology 2 Configurationtilli!;11•,.. A W IF& 5 Operate Project Schedule Configure to Model Data Conversion Final Conversion Continuous Initial Training Data Cleansing and End-to-end System Training Improvement Mapping Managed Services gal) Fit/gap Analysis User Testing Cutover Planning Operating Model Fit Designs - User Training Go Live Upgrades Data Conversion Plan • • Agile Configuration Agile Testing Scripts Sprints for faster feedback loop User Acceptance Testing Work Streamsma PROJECT MANAGEMENT DATA CONVERSION CONFIGURATION INTEGRATIONS TESTING IPPI- al° TRAINING W These items define the scope of project activities that will be provided by SpryPoint. These activities are further described below. 5 D Exhibit A-Statement of Work 3.2 Pre-Project Initiation Upon contract signing before Project Initiation there are several pre-project activities the client can chose to prepare for the implementation. Completion of these activities is not mandatory to start the project but will need to be at some point through the project. • Documentation to gather • Operating polices • Any documentation on Standard Operating Procedures • Published rules/polices • Internal documentation — How Tos/Workflows, etc • Gather Lists of Information • Customer Forms (online or printed) • Communications — letters (collections, budgets, payment plans, etc) • Service Order Types • Credit Memos • Miscellaneous Charges • Billing Rates/details to • Penalty and collection rules • GL codes used in CIS • Meter data (counts, types of meters, inventory) • Staffing and Roles • Identify Subject Matter Experts • Grid of staff, roles, and responsibilities • Field Operation users that will need to be engaged with SpryMobile • Bill Statement • Do you want to redesign? If yes, • Who needs to be involved in this decision? • What do you want to change? • Goals of redesign • Who needs to approve new design? • Does the new design need to be approved by a committee? If so, how long does this process take • Reporting • What reports do you have today? • Do you still use this report and what is it for? • Fill out Report list • Collect report samples • Data Cleansing • Start to identify problem records (accounts, customers, premises) 6 Exhibit A-Statement of Work • Start to identify duplicate records • Identify problems with data that you would like to resolve • Identify fields that are multipurpose 3.3 Project Initiation Project Initiation describes the collaboration between the Client and SpryPoint to begin the project. SpryPoint cannot start project initiation until the contracts have been fully executed. Upon execution of the contract, SpryPoint will initiate the project, and start preparation and mobilization of its resources in accordance with the requirements defined in this SOW. 3.3.1 Initiation — Prerequisites For Project Initiation to occur all contract documents must be fully executed. No project templates will be shared with the client until contracts are completed. to 3.3.2 Initiation - Deliverables Roles & Responsibilities No. Deliverable Deliverable of A Vf m 3 -12 n —I m Nf m Name Description _ o c-1 0ku 3 ° a o m cu n • it 3/1 = M C PP p — p " ,* (�D TA (I) p rr V SpryPoint Client 3.3.2.1 Mobilize Identify and assign A R R I SpryPoint project team members Project Team and introduce teams 3.3.2.2 Mobile Client Identify and assign A R R R C Project Team project team members and introduce teams 3.3.2.3 Project Kickoff Formal meeting to A R R R C R R R C kickoff project. This includes the following activities: • Meeting agenda 7 Exhibit A-Statement of Work No. Deliverable Deliverable 3 a c c • x 3 c 3 .� x Name Description A o o °' oa o 0 S = H A 3 Vr. 77). rt = A to rt M O = (7, rt ' rt VCi p =r rt = 3 �� tv H rt SpryPoint Client • Meeting presentation 3.3.2.4 Environment Provision environments A R I I Setup and provide access for initial team 3.3.2.5 Prepare project Setup shared drives and A R R I infrastructure access 3.3.2.6 Initial Project Updated project plan A R Schedule that will be used as baseline for project 3.3.2.7 Detailed The creation of the R C A C Analysis workshop schedule and Workshop invites sent scheduled completed Key: R= Responsible -Assigned to complete the task/Le you will have work to do; A = Accountable - Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C= Consulted-provides input into a task and/or consulted before a decision or action;I-Informed-Must be informed after a decision or action 3.4 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 Training During this phase either before or as part of the workshops SpryPoint will complete an overview training session. The purpose of this training is to introduce the core team member to the SpryPoint product(s). 8 ir) Exhibit A-Statement of Work 3.4.2 Analysis - Workshops A SpryPoint team member will lead workshops involving appropriate SpryPoint project resources, and Client business process experts to create an Analysis Report. These workshops and the resulting documentation will be used to configure the SpryPoint Service. SpryPoint and Client will jointly identify and document the business processes. SpryPoint will provide draft copies of the Analysis Report and other documentation on an agreed upon timeframe for review by Client to ensure accuracy of the information gathered. Prior to the workshops SpryPoint will: • Develop Workshop schedule/agenda with input from the Client • Prior to interviews, SpryPoint staff will familiarize themselves with the Client's legacy system using available material provided by the Client, personal interviews, and other such information as needed. During this activity SpryPoint will: to • Conduct workshops to discuss possible organizational changes that may result from implementing the new system, and how to manage them. • Conduct individual or group interviews to confirm current business processes, review standard configuration of the SpryPoint Service in relation to these processes, recommend process changes based on the best practices with the SpryPoint Product(s), and identify enhancements or configuration changes that are needed, or that could be mitigated by the adoption of recommended business practice changes. ■ Customer Service ■ Premises ■ Service Orders ■ Meters ■ Billing ■ Accounting, Payments, Collections and Bankruptcy including debt remaining at Property and recovered through transfer of title ■ Customer Engagement • Customer Communications • SpryEngage ■ Mobile Field Service • Dispatching • Meter activities • Other Long Cycle Activities 9 D Exhibit A-Statement of Work • Backflow & Cross Connection • Notices • Testers • Workflow • Communication methods Note: 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 resources. • Test Plan — A document that outlines the strategy for testing. As part of the test plan testing success parameters will be agreed to with the client. For example: it will include criteria like X % of residential accounts need to be checked or 100% of industrial account with no unexplainable discrepancies • Training Plan — a document that outlines the requirements for training to • Security Plan - Based on the workshops and interviews, SpryPoint will provide the out of the box security plan. In addition, SpryPoint will provide base security roles. The Client will be responsible to match individual users to the security roles. • Reporting — review the reports & dashboards that are needed in the operational areas, determine which reports are already available within the SpryPoint Service, and identify which reports need to be modified, or newly written, to meet business needs. 3.4.4 Analysis — Data Migration Data Conversion is a critical part of every implementation project. During the Analysis Phase workshop(s) will be held to define • Where the data is • What records will be converted • What format the data will be received in • Data cleansing options • Parameters for data checking/validation • How data will be mapped to the new data structure This information will be gathered and documented in the data conversion strategy document. It is agreed that SpryPoint will convert 3 full calendar years of history into SpryCIS. Additional history will be brought into the respective SpryPoint products Archive Data 10 Exhibit A-Statement of Work Store. The Archive Data Store allows for inquiry and retrieval of historical, non-editable transactional data within the respective SpryPoint application. 3.4.5 Analysis - Reporting During the Analysis Phase a Reporting examination will be completed. This analysis will be used to review the reports that the client has and what their uses are. Once this is established SpryPoint will group the report into different categories: • No longer needed — the report will be deemed as no longer needed because either the client currently doesn't use it, or because of a business process change or the new system functionality the report is deemed unnecessary • Match report— the report is matched to an equivalent SpryPoint Report that exists in the system to build • Report to Build — the report will be needed going forward so SpryPoint will create the report. Note: In the category often many client reports will be replacing with one base SpryPoint report that has multiple views to meet the needs of different users As part of the scope of the project SpryPoint will ensure the client has all business-critical reports as defined in the Report Table at the end of this document to 3.4.6 Analysis — Overview Training As part of the Analysis Phase SpryPoint will work with the client to build a training plan. The plan will outline the training and the methods of training that will be available to the client to during the implementation Included in the scope of this project SpryPoint will provide the following training: • Overview/System familiarization training for team members involved in the discovery sessions • Training for any users that will be involved in testing • End User Training for all required system users • Refresher training (if required) as part of the stabilization period SpryPoint will provide user with up to 40 hours for the entire client organization of refresher training 3.4.7 Analysis — Organizational Change Management The objective of Organization Change Management (OCM) in the Analysis phase is for the SpryPoint team to better understand the current state of Client, assess the organizational culture and the capacity to change. During this phase SpryPoint will: • Identify Stakeholders • Develop OCM strategy • Work with client to develop internal communications Plan 11 Exhibit A-Statement of Work • Review decisions log from workshops — identify impacts to staff 3.4.8 Analysis - Deliverable, Roles & Responsibilities No. I Deliverabl I Deliverable 3 -a a CA n u rn 3 n -i m cn m p aj �2. g c 0 o °' o, ° CD c. o e Name Description rt fD O = 0ff• rt rt - H rr 3 rp SpryPoint Client 3.4.8.1 Conduct Training that is provided C A C R Overview to the client before the Training discovery workshops to familiarize the core team members with the SpryPoint product(s) 3.4.8.2 Conduct For each product being R A C C R to Product & implemented Topic workshop(s) will be Specific completed to discuss the Workshops requirements in each area. An agenda will be provided for each workshop. 3.4.8.3 Deliver A document that outlines R A R C I C ' I Discovery the information gathered Report during the discovery. This document will also outline any gaps identified during the workshops 3.4.8.4 Discovery Update Discovery Report C A C R Updates with any changes/feedback from client 3.4.8.5 Discovery This deliverable is the C R C A R I Report time required to for the Review & client to review the Approval discovery document 12 D Exhibit A-Statement of Work No. Deliverabl Deliverable 3 -0 au) n m 3 n —1 m cn m e Name Description 3 2 ° 2 o X 3 0 r o. o m S E (A 3 H O rt 3 n to A " 'II0 C 8 rt inty. n —I -I C 8 _ rr fD O O rt 2D (A p O R. rt u) Ilia SpryPoint Client 3.4.8.6 Deliver This plan is used to A R R C R I Report Plan identifies which reports are required, what tool will be used to create the report and who is responsible to develop. 3.4.8.7 Deliver Test A document that outlines A R R C C Plan the testing strategy for the client's implementation 3.4.8.8 Deliver A document that outlines A R R C C to Training the strategy for training. Plan 3.4.8.9 Deliver A document that defines C R A C Data all the data that will be Conversion converted, where the Strategy data comes from and how much data is to be converted. This document defines the details and plan for conversion throughout the implementation. 3.4.8.10 Deliver A document(s) that A R C C Security outlines the security and Plan and the out of the box Baseline security roles. Roles (out of box) 3.4.8.11 Security Updates to the C C A R Plan Role document matching Assignment users to security roles 13 Exhibit A-Statement of Work No. Deliverabl Deliverable 3 -0 a n vn m 3 n m cn m e Name Description 3 g ° o X 3 0 c. o S O (A 3 H lD rt 3 n A rr rt C ul rt A J -1 C _ rt fD O O rt (p (A H O rt O = � d H in fD rt 3 SpryPoint Client 3.4.8.12 Deliver A document that outlines A R C C Change a strategy for Manageme Organizational Change nt Plan Management 3.4.8.13 Deliver A document that outlines R R A R Client client communications Communica with respects to OCM tion Plan Key: R= Responsible -Assigned to complete the task/Le 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 the 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 to 3.5 Configure During the configure stage, the project teams work to gather to "setup" the SpryPoint products to meet the specific business process requirements of the client as defined in the discovery document. 3.5.1 Configure — Configuration To document and track the configuration SpryPoint uses a configuration workbook. To populate the configuration workbook an agreed upon schedule of Configuration meetings are scheduled. While SpryPoint is accountable for maintaining the workbook, the client will be asked to responsible to provide updates and input into the workbook. The purpose of the configuration workbook is as follows: • Provide a checklist of all required configuration • Document configuration settings • Show where configuration have been completed (i.e Production Environment or Staging Environment) These activities will create the initial "draft" version of configuration. As SpryPoint works with the client through the remaining phases and test results are compiled, it is not 14 D Exhibit A-Statement of Work uncommon for configuration to be updated. In the event, SpryPoint will be responsible to ensure the configuration is updated with these changes. Other Configuration Items Other items required to be configured during this phase are: • Bill Statement - SpryPoint will work with appropriate Client project team members to analyze and document all the requirements and specifications for the bill print. • Service Orders - SpryPoint will gather requirements for developing Client's Service Order processes this includes service types. • Letters & Templates — Report deliverables (letters) will be created by SpryPoint with respect to the Client logo, contact information, return address and text. Client will supply the logo, contact information, return address, and text to SpryPoint for development of the letters, and/or door hangers. Some examples include: o Welcome Letter o Delinquent o Disconnection / Cut-off Notice to o Returned Check o Payment Arrangement o Bankruptcy **Note During implementation SpryPoint will work with the client to build and deliver all letter(s) and template(s) that are required to meet the needs of identified business processes. 3.5.2 Configure — Data Migration SpryPoint uses an agile project approach during the data migration process. It should be noted that while SpryPoint will complete conversion until the data is correct, any more than 4 conversions can result in schedule delays. Data Mapping Before data can be extracted from the legacy system or imported into the various SpryPoint products, data mapping document must be completed. SpryPoint will provide a document outlining all the data points that need to be mapped. The client will be responsible to fill out require information about their legacy system in this document. For data to be converted into a SpryPoint product; the client must provide electronic data files that match the required format for each object being converted. 15 Exhibit A-Statement of Work The following table provides specific details of the objects to be converted where the agreed time of 3 full calendar years plus current calendar year to time of go live will be converted into the respective SpryPoint products. Object Details Customers Active customers with balances within the specific time limits, including relationships (i.e landlords/tenants). This also includes customer addresses and contact information Note: in the agreed time if there are inactive customers with balances these will be included in conversion. Premises All active premises in the agreed time Accounts Active accounts only within the time range and inactive accounts with a balance and inactive accounts that have historical activity and/or has been closed in the agreed time Meters All active meters within the agreed time range, regardless of account status. Service Points Active service points within the agreed time range Meter Readings For all converted meters per the agreed time to AR Balance All active account balances within agreed time Service Orders All active service orders within the agreed time frame. Bill History Includes transactional data for any active accounts, inactive accounts with historical transactions within the agreed time frame. Deposits If applicable, active deposit values will be converted Equipment All active equipment Remotes All active meters within the agreed time range, regardless of account status. (If applicable) SpryBackflow Objects to Convert Object Details Backflow Assemblies All active backflow assemblies and if applicable, any devices not yet installed but maintained in Client inventory Backflow Tests Backflow tests within the agreed time frame Backflow Testers All active backflow testers 16 ir) Exhibit A-Statement of Work Note: If it is later decided that additional history is required this could be brought into the respective SpryPoint products Archive Data Store. The Archive Data Store allows for inquiry and retrieval of historical, non-editable transactional data within the respective SpryPoint application. There will be no additional cost associated with the use of the Archive Data Store. Data Migration, Iterations & Refreshes SpryPoint will design, develop, and create validation processes (for example, dollars AR balances, meter reads, consumption, record counts). The process starts with extracting and importing core data elements, and then with each conversion iteration, additional data elements will be added. After each conversion iteration, data validation reports will be provided to the client to review and sign off on. During the conversion process the client is expected to provide extracted data in mutually agreed to format(s). SpryPoint will be responsible to import the data into the SpryPoint solution(s). In addition to this the client is expected to complete Data Acceptance Testing. SpryPoint will run the data conversion programs and provide reports to assist the client with data quality validation — for example reconciliation reports (extracted = loaded). to 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 SpryPoint solution on the following record types o Accounts o Customers o Premises o Services o Service Points o Meters o Service Agreements o Billing Agreements o Meter Reads • Complete data acceptance testing • Create bills, install meters, create billing & service agreements Iteration 1B This iteration of data will focus on conversion work for SpryBackflow and will convert active backflows assemblies. 17 ir) Exhibit A-Statement of Work Iteration 2 The goal of this iteration is to fix issues found during the first iterations (1A, 1B, 1C) and additional record types required to start bill validation testing and other product testing. The following activities must be completed before iteration 2 can be completed: • Completion of iteration 1 data conversion and data acceptance testing • Completion of data cleansing activated identified in iteration 1 • Completed configuration adjustments identified Upon the completion of iteration 2, users will be able to see and review: • Client data in SpryPoint solution to include: • Updated records from iteration 1 and transaction history and deposit records • Complete data acceptance testing • Complete Bill Validation Testing Iteration 3 to The goal of iteration 3 is to fix issues identified in the previous iteration and convert any remaining records identified in the data conversion mapping document that have not been converted yet. To complete iteration 3; the following prerequisites are required to be completed: • Completion of iteration 2 data conversion and data acceptance testing • Completion of data cleansing activities identified in iteration • Completed configuration adjustments identified Upon completion of iteration 3, users will be able to: • Address any edge cases or record types that have not been previously completed • Complete User Acceptance Testing • Complete Mock Go Live between iteration 3 and 4 Iteration 4 The goal of this iteration 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 18 Exhibit A-Statement of Work whether to complete the refresh is the SpryPoint Project Manager. A data refresh is defined as the rerunning of the conversion processes using more recently extracted data. Another key tenet of a data refresh is that extract routine, conversion script, and/or, mapping changes will be minimal in comparison to a full iteration. A minor change is defined as script change that takes less then 1 hour to fix, such as fixing a mapping to support an edge case; adding handling for meter switches; changing rate mapping. Depending on the quality of the data each SpryPoint product may require a different number of data iterations. For example, SpryBackflow may only require 2 major data iterations while SpryCIS may require 4 data iterations. Data Cleansing During the data migration process there will be requirements to clean up data, this will be referred to as data cleansing. There will be several methods used to complete this cleansing activity. The main ones are: • Correct during the extraction — In some instances it is easiest to correct the data using scripting on the export from legacy system • Correct during the import process — In some instances it is easiest to correct the data using scripting on the import into the SpryPoint product(s) to • Manual correction in legacy system- In some instances, the client will be asked to correct the data in the legacy system • Correction in SpryPoint Product(s) — In some instances. The client and/or SpryPoint Consultant will be asked to correct the data in the SpryPoint Product(s). This may be completed manually or by scripting. SpryPoint will work with the client to decide the best approach on how data cleansing will be conducted and which of the above methods will be used or if an alternative method is required. SpryPoint and the client will work together to come to a mutually agreed decision that is the best interest of the project. 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. 19 Exhibit A-Statement of Work 3.5.3 Configure — Integrations & Enhancements During the configuration stage requirements documents will be created for each interface, and Enhancement that are included in the scope of the project. These documents will include more detailed information on the interface or enhancement requirements. The document(s) will be provided to the client to review, provide feedback, and sign off on. Once the specification is signed off on then it will be scheduled with the development team for completion. Also, during this process each identified interface, functional modification 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. Interfaces During the contracting process in scope interfaces were identified and a high-level description of the functionally has been outlined in this document. To see a complete list of Interfaces and their description included in the scope, please see section 5.1 Integrations. The scope for integrations/interfaces includes the SpryPoint only. Any costs, services, development, or fees required to the system(s) SpryPoint is integrating to is not the responsible of SpryPoint and outside this scope of work. Note: If interfaces not listed in this document are identified or requested, they will be o deemed out of scope the change order process will be initiated. 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 section 5.2 Enhancements. Note: If enhancements not listed in this document are identified or requested, they will be deemed out of scope the change order process will be initiated. 3.5.4 Configure — Reports During configuration any reports and dashboards identified as required for go live in the Report Plan will be developed As identified in the Report Plan Reporting SpyPoint will work with the client to build/configure: • Dashboard — SpryPoint will work with Client to configure Dashboards of key metrics using Metabase. • Reports - SpryPoint will work with appropriate Client project team members to modify existing reports or write new reports using out of the box reporting tool and Metabase. 20 D Exhibit A-Statement of Work 3.5.5 Configure - Security & Roles Based on the security plan, the client will be responsible to assign security roles to users. The client can either use the out of the box security roles or they can create their own. When new functionality is released SpryPoint is responsible to update the out of the box security roles. If the client has created their own custom security roles, they will be responsible to update any security related to new features into these roles. 3.5.6 Configure - Organizational Change Management The objective of 0CM in the Configure phase is to drive change results. Activities will include effective communication strategies, execution of action plans, tracking and evaluation, and formation of strong and effective team structures to achieve project success. The main activities involved in delivering the change include: • Communicating the change • Develop additional 0CM training materials (as identified in the 0CM Strategy) 3.5.7 Configure - Deliverable, Roles & Responsibilities to 3 -0 > Nf A CA rn 3 13 n -i m En rn = i.e. A C 3 o fD , o� -, tn fl. o (D a rt A O C O rt I' A -I (D H § F Deliverable Deliverable 7' A No. Name Description r m 3 m u) SpryPoint Client 3.5.7.1 Schedule Workshops that are A R Configuration held on an agreed Workshops upon schedule to finalize the initial configuration sessions 3.5.7.2 Conduct The configuration A R C C Configuration workbook is filled out Workbook for the initial round of Completed configuration 3.5.7.3 Complete Assigned C C A R configuration activities/tasks and homework — make updates to the Client configuration 21 Exhibit A-Statement of Work 3 ao o X Ti3 o 3 x Cti A rr 0 C ul rt - rp No. Deliverable Deliverable f rt rt _ ° m rt d `� m Name Description .=rt, m 3 �, m SpryPoint Client workbook based on configuration workshops 3.5.7.4 Complete 1-The process to A R R C R System(s) complete configuration configuration in environments 3.5.7.5 Complete For any in scope C A R C R Integration interfaces, this Requirements document validates Document(s) the interface business to use case and describes how it will work. One document will be created for each identified interface. 3.5.7.6 Complete If there are C A R C R Enhancement enhancements Requirements included in scope, this Specification(s) document validates the business use case (if applicable) and describes how this feature will work. If there are multiple enhancements one document will be completed for each. 3.5.7.7 Develop The SpryPoint code A R C Integration required to support Development the interface as defined in the integration 22 Exhibit A-Statement of Work 3 � ao o 13 x 3 - o CD 3 13 x om 3a. a om CA rF rt C {A F. A - H 8 eel• No. Deliverable Deliverable m r" rt ; " oR. Name Description ._", m 3 �, m _I SpryPoint Client requirements document, deployed to the staging environment and ready for testing. 3.5.7.8 Develop The code required to A R C Enhancement support the interface Development as defined in the enhancement requirements document, deployed to the staging to environment and ready for testing 3.5.7.9 Complete Data A spreadsheet that C R A C R Mapping maps each field being Document converted from the legacy system to a field in appropriate in scope SpryPoint product 3.5.7.10 Data Extraction The activities required C C C R A from Legacy to get data out of the System client's legacy system 3.5.7.11 Data Import The activities required C R A C C into SpryPoint to bring data into the Product(s) SpryPoint product(s) 3.5.7.12 Create & The report(s) that is C R A C R deliver Data generated after the Conversion data conversion round Validation is completed Report(s) 23 Exhibit A-Statement of Work 3 - ao o 12 X 3 - o f 3 15 x C A rr rt C ul F. A - -1 F No. Deliverable Deliverable "* rt ; f o m " (n m Name Description ._", m 3 �, m SpryPoint Client 3.5.7.13 Data A list of recommended C R A C R Acceptance parameters and data Checklist that needs to be after data conversion 3.5.7.14 Data Testing that is C C R A R Acceptance completed by the Testing client to check and validate the data that has been converted. 3.5.7.15 Identify and Identified data that C R A C R complete Data must be cleansed and to Cleansing the approach that will Activities & be used to clean the Decision data** see Data Cleansing Section above. 3.5.7.16 System Ready Initial system A R R R for Testing configuration completed and system ready for testing 3.5.7.17 Build/Configur Build/Configure A R C e Reports & reports and Dashboards Dashboard as determined by the report plan 3.5.7.18 Security The process of C A R Configuration assigning users to security roles 3.5.7.19 0CM Training Materials that will be A R R R R Materials used to teach end users and assist with 0CM sessions 24 Exhibit A-Statement of Work 3cu - ao o X Ti3 0 3 Ul x o 0 3 ,g, 7 a a o m C n rF rt C {A rt n - 8 i, No. Deliverable Deliverable " rt ° " `� m in Name Description ._", fD 3 �' c� SpryPoint Client 3.5.7.20 OCM updates Complete any updates A R R R R to to the internal communication communication plan & strategy document and/or the as applicable strategy document Key: R= Responsible -Assigned to complete the task/Le 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 the work but needs to make sure the work gets done. C=Consulted-provides input into a task and/or consulted before a decision or action;I-Informed-Must be informed after a decision or action 3.6 Test to The Test phase's primary focus is on testing and training. The key to mitigating risk and gain user confidence in the SpryPoint Service is through systematic and thorough testing and training. SpryPoint's testing methodology adds a layer of thoroughness at each step, building on the success of the previous steps. 3.6.1 Test — Scripts A test case is a document that outlines an element or scenario to be complete a during a specific test cycle (feature, function, interface, etc.). Each test case must meet the following requirements: • Uniquely numbered and named • Identifies the functional/business domain recommended to be tested • Describes the testing purpose • Specifies the environment to be used • Outlines any dependencies SpryPoint will provide out of the box test scripts based on the standard business processes. The client will be responsible to modify test scripts to meet their custom needs. SpryPoint will be available to review, answer questions and provide recommendations for custom test scripts. 25 ir) Exhibit A-Statement of Work 3.6.2 Test — Data Refresh As part of the testing process it is important that good data exists to support each round of testing. Before each testing round SpryPoint will work with the client to determine whether an updated data refresh is required. The date refresh will include any fixes to the data extraction and date import routines that have been identified and completed to this point. 3.6.3 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 training, 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 used during tester training will be localized to use client data for hands on exercises and will only contain details about system functionality that is being used as part of the go forward business processes. 3.6.4 Test — Tester Training to 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 performs testing during various rounds of testing. This is especially true for User Acceptance Testing. SpryPoint is responsible to ensure users receive the required training so that they have the tools required to complete their assigned testing. Although SpryPoint is responsible to provide the training, it is highly recommended that a core team member be part of the training session to help facilitate buy in of the new functionality and business processes. 3.6.5 Test — Enhancement Testing Enhancement Testing is the stand-alone testing of the system enhancements, performed during development, by the SpryPoint developers and Implementation specialists. SpryPoint is responsible to test enhancement to ensure they meet the requirements as outlined in the requirements specifications. 3.6.6 Test — Bill Validation Bill Validation testing focuses on bill comparisons and validation between the legacy system and SpryCIS. SpryPoint will perform will run multiple rounds of bill comparisons to ensure accounts, premises, are receiving the expected results. After each round of bill comparisons, a document is created that is shared with the customer to show the results. While SpryPoint is responsible to complete this testing, clients help will be required to help review and resolve issues 26 Exhibit A-Statement of Work 3.6.7 Test — Integration Testing Integrated Testing will focus on these five main areas: • Core integrated testing which tests major batch processes; • Financial scenarios which focus on validating financial transactions; • Integrated testing scenarios inclusive of primary and secondary scenarios; • Unit testing interfaces and enhancements; • Unit testing reports and bill prints. 3.6.8 Test — Functional Testing The main purpose of the Functional Testing step is to establish that decisions made during the configuration phase of the project will be in line with Client's business requirements. Functional Testing utilizes scenarios based on industry best practice. To facilitate functional testing, SpryPoint and Client will test scenarios as broken into two categories: • Primary Scenarios - These scenarios involve functionality relating to the core business processes and are the most common end-user functionality, such as move-ins, move-outs, billing and collections. to • Secondary Scenarios - These scenarios involve testing a broader spectrum of functionality designed to test unique, Client-specific functionality and infrequent or less common processes. 3.6.9 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 deemed as required for go live (and not documented as an expectation) have been tested During User Acceptance Testing the Client will be accountable to complete any required testing, however, the SpryPoint team will be available to answer questions and help resolve any questions, issues, or concerns. The client's identified trainers 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 and 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. 3.6.10 Test — Organization Change Management The objective of OCM activities in the Test phase is to complete Client transformation of from the as-is to the to-be and embed all business change. Activities will begin towards the end of the training sessions and continues into post go-live. SpryPoint will use an 27 D Exhibit A-Statement of Work N agile approach to monitor user adoption of new business processes throughout cutover and post go-live. • Modify 0CM plan as needed • Modify communications plan as needed • Assist in development of transition plan 3.6.11 Test - Deliverable, Roles & Responsibilities No. Deliverable Name Deliverable C 15 ; o o i rn C To o - R K Description i s = g ) n 3 `° r� re . : n s n r = c n m n _1 L ce c.. rr D C ) rim 2 (A rr H SpryPoint Client 3.6.11.1 Data Refreshes An updated data C R A C C C to conversion iteration that is used to support testing 3.6.11.2 Deliver out of the box Create the list of test C R A I C Functional Test cases that are to be Cases completed to during this round of testing 3.6.11.3 Update Functional Update the functional C A R Test Cases test case list with client specific details and/or additional cases 3.6.11.4 Develop Integration Create the list of test C R A C R Test Cases cases that are to be completed to during this round of testing 3.6.11.5 Deliver out of box Create the list of test C R A I C User Acceptance cases that are to be Test Cases completed to during this round of testing 28 D Exhibit A-Statement of Work No. Deliverable Name Deliverable C ; o o 1 k C o g ' i x Description O + = ) M u O -1 u, C. 3 m A I. rt O 1 = u A _1 4 C ' _ rr D O 7 ) p rr m Vl 2 ,i =r * _ Seu ril ' to •1 n vi SpryPoint Client 3.6.11.6 Update User Update the user C A R Acceptance Test acceptance test case Cases list with client specific details and/or additional cases 3.6.11.7 Complete Tester Training provided to A R C R Training the Client Testers selected to perform the UAT must receive appropriate training prior to the start of the UAT. to 3.6.11.8 Execute Bill Activities required to A C R C R Validation Testing complete a round of bill validation testing 3.6.11.9 Bill Validation — Issue Correction of issues A R R C R Corrections found during bill validation. This could be in the form of changes to configuration, training for client, development, etc 3.6.11.10 Bill Validation Testing A sign off provided by C C C A R Acceptance the client that represents acknowledgment that the client has review the testing results and approves the results of the testing round 29 D Exhibit A-Statement of Work No. Deliverable Name Deliverable B: . ; o o i n C o i x Description o + = ) o o al A. fl. o A + rt O i _ A _1 M C _ rr I) O , ) e t p rt r = =cu S (I) + 3 N M •1 n vi SpryPoint Client 3.6.11.11 Execute Integration Activities required to A ' C R C R Testing complete a round of integration testing 3.6.11.12 Integration Testing — Correction of issues A R R C R Issue Resolution found during bill validation. This could be in the form of changes to configuration, training for client, development, etc to 3.6.11.13 Integration Testing A sign off provided by C C C A R R Signoff the client that represents acknowledgment that the client has review the testing results and approves the results of the testing round 3.6.11.14 Execute Functional Activities required to A C R C ' R Testing complete a round of functional testing 3.6.11.15 Functional Testing C rection of issues A R R C R Issue Resolution found during bill validation. This could be in the form of changes to configuration, training for client, development, etc 3.6.11.16 Functional Testing A sign off provided by C C C A I R R Signoff the client that represents acknowledgment that 30 D Exhibit A-Statement of Work No. Deliverable Name Deliverable C . ; o o i k c . o i Dmc Description + O + 0 D �p j O oill cn o. D X n I. rt. C 1 ) n —i C li _ rt O rr D rr 2 Vl D z. 1 * _ 1 m• 1 d � 3 1l. v, SpryPoint Client the client has review the testing results and approves the results of the testing round 3.6.11.17 Execute User Final testing C C R A R R Acceptance Testing performed by the client Key Users and any identified testes prior to system sign- off. Security, Modifications and Reports testing will be to performed as part of UAT. 3.6.11.18 User Acceptance Correction of issues A R R C R R Testing — Issue found during bill Resolution validation. This could be in the form of changes to configuration, training for client, development, etc 3.6.11.19 User Acceptance A sign off provided by C C C A R R I Testing Signoff the client that represents acknowledgment that the client has completed user acceptance testing and approves the results of the testing 31 Exhibit A-Statement of Work No. Deliverable Name Deliverable C . ) o o i k o r i x Description ez.o + o A. M. M A + rt = = A _ C _ rt ) _ , i n rt m Vl fD rt SpryPoint Client 3.6.11.20 Update OCM Impact Updates to OCM A R R R R R Document Impact Document Key: R= Responsible -Assigned to complete the task/Le 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 the work but needs to make sure the work gets done. C= Consulted-provides input into a task and/or consulted before a decision or action;I-Informed-Must be informed after a decision or action 3.7 Deploy The Deploy phase is the point at which Client and SpryPoint decide whether all critical pieces are in place to turn the system over to production. This phase includes a to production readiness evaluation, cutover planning, and remaining end user training. SpryPoint and Client will develop a Cutover Plan prior to the proposed Go-live date. SpryPoint and Client will stage all aspects of the system in preparation for production cutover. The Production Readiness phase focuses on four critical areas: 1. Application Readiness. Is the application tested and ready for production? This includes modifications, interfaces, and reports needed to run in full operations. 2. Data Readiness. Is the data conversion ready for operations? Have all data cleansing issues been resolved or planned for during the cutover period? 3. Process Readiness. Have the business processes been reviewed? Have all business process-reengineering tasks been completed and made ready for operations? 4. Resource Readiness. Are all the end-users trained? Is Client's staff trained to deal with problem-solving during the business cycle? 3.7.1 Deploy - Prerequisites To cutover to production the following criteria must be met: 32 Exhibit A-Statement of Work • User Acceptance Testing must be completed and signed off • All issues marked as required for go live must be completed and signed off • All product enhancements and integrations marked as required for go live must be completed, tested, and signed off • Converted data has been validated, balances, any discrepancies can be explained and signed off. • A signed off go decision by the client 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 need to be document with a plan outlined and relevant details and mutually agreed and signed by both parties. 3.7.2 Deploy -Production Readiness Evaluation Cutover Checklist SpryPoint will develop a Cutover Plan which outlines all issues pertaining to the achievement of operational stability. The plan is based on experiences gathered from other SpryPoint production cutovers, an on-going evaluation of best practices in the to industry, and specific issues that arose during the configuration and testing of the software for Client. Go/No Go Decision This is a critical decision point in the project, where the state of the project is reviewed against the Deploy Prerequisite to determine the readiness for to go live. This step should occur approximately 30 days before Go Live. If the Client has specific needs that more than 30 days' notice is required, this decision point should occur further out than 30 days before. This process occurs in two steps. Step 1—SpryPoint Internal Go/No Go Decision This is an internal meeting with the SpryPoint Project Team, SpryPoint Executive Sponsor and other SpryPoint Stakeholders to discuss the project and evaluate go live readiness. If this meeting results in a Go Decision a Client Go/No Go meeting is scheduled. In the event a No results from this meeting a meeting will be scheduled with the Client's Executive Sponsor and Key Stakeholder to discuss the concerns and established action plan. Step 2—SpryPoint/Client Go/No Go Decision When a Go Decision results for the SpryPoint Internal meeting, the project status, risk, cutover plan is discussed with the Client's Project Team, Executive Sponsor and any Key Stakeholders. If the client makes a go decision, plans for the cutover are finalized. If the 33 ir) Exhibit A-Statement of Work 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. 3.7.3 Deploy — End User Training Material To assist the Client's End User with understanding of the SpryPoint product(s); SpryPoint will provide end to end system training. As part of training, SpryPoint will provide the Client copies of the training presentations and student workbooks. During training, activities and assessments will be completed to help reinforce key concepts. Training material used during end user training will be localized to use client data for hands on exercises and will only contain details about system functionality that is being used as part of Client's go forward business processes. 3.7.4 End User Training The end-user training will be performed by SpryPoint staff, with the assistance of one or more Client functional resources during the Deploy phase. The SpryPoint instructor to will supply the detailed knowledge of the applications being taught, and the Client functional resource will bring the detailed knowledge of Client processes to the classroom. The SpryPoint instructor will lead the instruction with the Client resource attending to clarify any process or procedure questions specific to their environment. While SpryPoint will make every effort to complete end user training as close to go live as possible, there may still be a period between training and go live. As a result, the client agrees to establish a practice lab and a schedule where trained users are schedule and required to spend time practicing what they have been trained on. 3.7.5 Deploy — Organizational Change Management End User Training As part of the Organizational Change Management Strategy training will be provided to the end users. The goal of the training is to explain to the users the changes that occurring and how it will impact them. 3.7.6 Deploy - Mock Go-Live The Mock Go-Live acts as a dress rehearsal for the actual go-live weekend. 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. 34 D Exhibit A-Statement of Work 3.7.7 Deploy — Customer Notifications As the client prepares for go live the client may need to identify customers, vendors and other third parties that may need to be notified 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 - Cutover The cut-over phase includes the system shutdown time when the cut-over to production occurs. Most of this work is performed when the office is closed. During this time, the final data conversion is completed, and all other steps as identified in the cut-over plan are completed, and validation is performed to ensure everything is in place to open the office. 3.7.9 Deploy — Deliverable, Roles & Responsibilities No. Deliverable Deliverable 3 � X. A ufrn 3 � n � m cnm Name Description ; g ° = o 3 ° ( a o m Di fD — et Cart a> C _to On Do — O A p V (I) = rtEi rrn0 t O H rr M ulM rt r. w, SpryPoint Client 3.7.8.1 Validate A task in the A R R R Production process to ensure Configuration that the production /Security environment has been updated with all required configuration changes/updates, all integrations, Code, Reports, etc have been placed in the environment. 3.7.8.2 Develop Go A document that A R I R R I Live Plan outlines the plan for go live, including any schedules and 35 D Exhibit A-Statement of Work No. Deliverable Deliverable 3 au) n m 3 n -1 m un m Name Description = = ° 0 o 3 ,o, - a o m a n t9 0 = p rt n - H 0 p rp -I rrr _ d H in f(D rt 3 u) ih A SpryPoint Client ■ checklists for the go live weekend. L3.7.8.3 Go/No Go A meeting upon the R R R I A R R I Decision acceptance of prerequisite activities that gives the approval to move forward with the go live 3.7.8.4 Conduct End Training for users as A R C R R User Training teaching them how to to use the SpryPoint products, as identified in the training plan. 3.7.8.5 OCM End Training for end users A R C R R User Training teaching them about the changes and the impact that occurring because of the implementation. 3.7.8.6 Customer Notice of go live for C C C A R I Notifications any customers, vendors, and other interested parties of the go-live planned date 3.7.8.7 Final Data All activities required C C A R Conversion to complete the final Exports data conversion exports from the legacy system 36 Exhibit A-Statement of Work No. Deliverable Deliverable 3 a n m 3 n m cn m Name Description ° 3 ° a o m a rt A O = C p at H Vi p rt _ <D d H rr 3 SpryPoint Client Jk_ ■ . 3.7.8.8 Final Data All activities required R R A C Conversion to complete the final Imports data conversion import in the production system 3.7.8.9 Go Live Complete all cutover A R R I R R R I Activities activities as defined in the cutover plan 3.7.8.10 Issues Log The issues log that A R R R R Updates gets updated with any issues that occur to during cutover 3.7.8.11 Mock Go-Live A complete dress A R R R I rehearsal of the go live activities to ensure all parties understand their role in go live. 3.7.8.12 Go Live A document that R R R A R Signoff confirms that the system is ready for production use and that the client is ready to being using the SpryPoint solution(s) as the system of record 3.7.8.13 Schedule A schedule that A C R Practice assigns system sessions for practice time to end users trained users 37 Exhibit A-Statement of Work No. Deliverable Deliverable 3 a n m 3 n m m Name Description g ° o mm 3 ° CD c. o m rt FT 0 = p rt to rt H VCi rr 3 SpryPoint Client 3.7.8.14 Provide A space where trained A R R Practice Lab end users can go to use the SpryPoint Product(s) and practice their system skills 3.7.8.15 Complete The time an end C R A Practice user(s) spends Session practice what they learned is training sessions I I to 3.7.8.16 Decommissio Activities required to I A R I n Legacy turn off access to System legacy and turn it to read only access Key: R= Responsible -Assigned to complete the task/Le 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 the work but needs to make sure the work gets done. C=Consulted-provides input into a task and/or consulted before a decision or action;I-Informed-Must be informed after a decision or action 3.8 Operate The purpose of this phase is to ensure complete and successful transfer to the new customer information system and provide Client with direct access to the implementation team personnel. The SpryPoint implementation team will work together with your production staff to ensure the systems are well understood and functioning properly. 3.8.1 Post Go Live Support This is the initial period after go live. During this time, the focus is on system stabilization. The post go live/stabilization period will last 90 calendar days with the goal to complete three complete billing cycles (assuming monthly billing cycles). 38 Exhibit A-Statement of Work During this period, the client is using the SpryPoint product(s) to complete their day-to- day responsibilities. SpryPoint's 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 post-production issues as well as any go-live deferred functionality. During the post go live stabilization period a punch-list is created. This list contains: • Any issues and their priority still open at the end to the stabilization period • Any SOW items that were not delivered prior to go live • Any identified reports 3.8.2 Transition to Customer Success The transition to the Customer Success team will occur when: • all Priority 1 and 2 issues have been resolved • all Priority 3 have a defined plan for resolution • 90 days of post go live support completed • Finalized punch-list approved by Client to The transition involves a SpryPoint internal knowledge transfer between the Service Delivery and Customer Success Teams and an introduction meeting with the Client, SpryPoint Project Manager, and the SpryPoint Customer Success Team. Once the transition to the Customer Success team has occurred the SpryPoint implementation team will continue to be accountable for the resolution of all items on the punch-list and the Customer Success Team will be accountable for any new issues. 3.8.3 System Acceptance and Project Close Out The project close out is the point of the project where both parties 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 deemed accepted by the Client and the project is closed. This occurs when the following are met: 1. All of the service deliverables identified within this SOW have been completed, delivered and accepted or deemed accepted, including approved Change Orders impacting the SOW; 2. All punch-list items priority 1, and 2 are delivered to the client and a communicated plan for priority 3. Client agrees to test all delivered priority 1, and priority 2 within 15 business days or receipt and provided written details of 39 Exhibit A-Statement of Work any concerns should they arise. If no written details or concerns are provided by Client within the 15 business days of receipt, the items will be considered approved OR 3. If client has been cutover and is using the system in a production environment as per section 3.7.7 for longer than 6 months with no written documentation of issues related to the scope included in this SOW. 3.8.4 Operate - Deliverable, Roles & Responsibilities No. Deliverable Deliverable 3 a cn n cn n cn rn 3 1 n -i m cn Name Description = ° n n o A 3 0 O. o tC A rt rt = H rt A C (3i► PPfD O ,* 3 o rt (D Vl O fD PP tD 3 .. 3 1 to SpryPoint Client 3.8.4.1 Post Go Live Implementation A R R R R C Support team provides support as Client uses system 3.8.4.2 Report A refresher C A R Training training session on how to build reports using Metabase. 3.8.4.3 Additional Hours that will be A I R R R reports mutually agreed required to on how to use to support complete/build or business support client with processes building nice to have reports 3.8.4.4 Transition SpryPoint Internal A R R R Documentation Documentation used to provide the Customer Success Team 40 D Exhibit A-Statement of Work No. Deliverable Deliverable 3 7 a m n COI n v� m 3 n —1 m u) o, o o c c x �,ri o fD 7 '0 Name Description c z c 0 n rt 3 _ g et g rt a o to rt A O rt 3 O c. rO rt fD (n 0 rt _ su , a) " f< -I cu 4 V l rt CD { DI .. 3 I 1 SpryPoint Client information about the client and their project 3.8.4.5 Transition to A meeting held A C C R i R R I I Customer with SpryPoint to Success introduce them to Meeting the Customer Success Team and how they work with them I l I - 3.8.4.6 Punchlist A document that A R R R R C to lists any open items that need to be resolved as part of the scope of the product 3.8.4.7 Punchlist Acknowledgement, R I A 1 Signoff by the client that they have reviewed the punch list and they agree to it . - 3.8.4.8 Project Close A document that A R R I C C Out Document summarizes project details 3.8.4.9 Project Close Acknowledgement, I I A R I Out Signoff by the client that all SOW deliverables have be completed and the project has been signed off and closed. 41 ir) Exhibit A-Statement of Work Key: R= Responsible -Assigned to complete the task/I.e., you will have work to do;A =Accountable -Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing the 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 4. Project Governance 4.1. Project Management SpryPoint uses a highly structured and layered project management methodology, which relies on detailed and complete project plans, to determine who is working on what tasks, and when, throughout the life of the project. Central to SpryPoint's philosophy is maintaining strong communication throughout the teams, setting expectations early, facilitating and coaching as required and monitoring progress. SpryPoint will provide a Project Manager throughout the life of the project who will work directly with Client's Project Manager and the joint team to ensure that all project responsibilities are met. SpryPoint and Client Project Managers shall be responsible for the planning and execution of the project. They shall work collaboratively to manage activities all project activities to 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 our resources and project tasks. Both project managers will need to work together and retain the authority for day-to-day project decisions and ensure project success. 4.1.1.Project Communications &Tools The SpryPoint Project Manager, working in conjunction with the Client Project Manager, will compile status reports for distribution to both Client and SpryPoint management. Weekly meetings will be held to review overall status, schedule, and open issues noted in the status report. As the implementation experts SpryPoint agree 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 Weekly Zoom & Google Both PMs, Client Meetings Docs/PDF Core Team Meetings, 42 Exhibit A-Statement of Work SpryPoint Project Team (as required) Project Status Reports Monthly Google Slide/PDF N/A Updates to the project Bi-Monthly Wrike N/A plan Risk Log Bi-Monthly Google Sheet N/A Executive Steering Monthly Zoom SpryPoint PM, Committee Client PM, SpryPoint Executive Sponsor, Client Executive Sponsor Issue Log Weekly Google Sheet N/A With the understanding that both SpryPoint and the client are working with the joint interest in doing what is best for the project the table above outlines the standard agreement for communications. If major project events occur, or at a critical point in the project that require addition communications, updates, or meetings, both parties can mutually agree to the additional activities at no extra cost to the client. to 4.1.2.Acceptance Period To facilitate the project schedule and project planning it is important both parties agree to provide feedback and/or acceptance in a timely fashion. In order to maintain the project schedule, the SpryPoint Project Manager will communicate the required turnaround time to not impact the project schedule. The Client Project Manager will ensure that time is met or communicate the length of time required to provide feedback/acceptance. If additional time is required, the SpryPoint Project Manager will evaluate and communicate any impacts the timing has on the Go Live date. 4.1.3.Agreed Priority Definitions During the implementation the following definition will be used to define the priority of issues • Priority 1 (Critical) — A critical business function is not functioning correctly or is not available. Manual processes or other alternatives are not possible. Continued functionality of related downstream processes is not possible, as the downstream business functions will also be severely affected. i.e the business cannot function • Priority 2 (High) — A critical business function is not functioning correctly or is severely impaired. Manual processes or other alternatives are possible but may not be practical. Continued processing of related downstream business process may be possible without extending the error to downstream business functions. 43 Exhibit A-Statement of Work • Priority 3 (Medium) —A non-critical business function is not functioning correctly or is severely impaired. Manual processes or other alternatives are possible. Continued process of related downstream business process may be possible without extending the error to downstream business functions. • Priority 4 (Low) — A nice to have or an issue that has minimal impact to the general customer population or that affect individual users. 4.1.4. Document Acceptance Any plan document that is created during this project will require the approval and signoff by the client. It is assumed the client will review and provide sign off on a plan within the agreed acceptance period*. This includes but is not limited the following documents: • Discovery Document • Report Plan • Integration Requirements Documents • Training Plan • Test Plan • Data Conversion Plan • User Acceptance Signoff to • Go Live Readiness Note: * The agreed acceptance period is defined in the project assumptions section of this document. If a plan has been provided to the client and no feedback is provided within the agreed acceptance period, Client understands that this will put go live at risk. 4.1.5. Milestone Acceptance Process This project will be invoiced on a milestone basis. The milestones, delivery criteria and payment can be found in the Appendix Section 7.3 Milestones. On a monthly basis the SpryPoint Project Manager will submit a list of milestones that have been completed to for review and approval to client Project Manager. Service deliverables shall be accepted or rejected within 5 consecutive business days from the time of submittal for acceptance. Service deliverables will be considered accepted in the absence of a response of acceptance within this specified time. The Service Deliverable Acceptance Process is described below. • Submission of Service Deliverables. The SpryPoint Project Manager, or his or her designee, will prepare a list of completed milestone and forward with the respective service deliverable to Client Project Manager, or Client designee, for consideration. 44 Exhibit A-Statement of Work • Assessment of Service Deliverables. The Clients 's Project Manager will determine whether the service deliverable meet the requirements as defined in this SOW and that the service deliverable is complete. • Acceptance / Rejection. After reviewing, the client will either; accept the service deliverable in writing or will provide a written reason for rejecting it to the SpryPoint Project Manager. If the Milestone is accepted the SpryPoint Project Manager will invoice for the milestone(s). If the milestone is rejected the SpryPoint Project Manager will review the reason and work with the Client Project Manager to determine if the rejected reason is within scope and if so, resolve any concerns. Once concerns are addressed the milestone acceptance form will be updated and resubmitted for approval in the next month invoicing cycle. 4.1.6.Scope & Project Change Management During implementation either party may request additions, deletions, or modifications to the services or software described in this SOW ("change"). All changes will be documented and approved, regardless of if there is a cost associated with the change or not. Request for changes should be made through either project teams project manager. This to request should then be communicated to SpryPoint Project Manager, who will create a Change Order. The change order will outline the following: • Describe the problem that needs to be solved or the scope change to be addressed • Describe the solution to the problem or scope change being requested, including the use/business case and/or reason for the change and suggested solution • Estimated impact of the change on the project schedule • If applicable, any fees/cost and expenses associated the change The Change Order Process that will be employed is defined below. The change order must be approved by both SpryPoint and the client before any work related to this change order is completed. • Identify the requested change • Identify and document the solution and scope of work associated with the change request • Estimate required effort, and any associated costs • Assess impact of change on schedule, travel fees, milestones, contract, risks and/or any other identified impacts. • Submit for review and approval by Client and SpryPoint Management Team • If not approved no changes are completed and the change order is canceled • If approved project documents are updated and work on the change order is scheduled into the project. • Monitor and report progress 45 D Exhibit A-Statement of Work • Communicate change resolution A sample change order document is included in the appendix of this document or can be seen by clicking here. During the implementation, project change orders will be completed at a price of $200 USD per hour. 4.1.7.Issues and Risk Management The following procedure will be used to manage Project issues and risks: • Identify and document • Assess impact and prioritize • Assign responsibility • Monitor and report progress • Communicate issue resolution On a bi-weekly basis, the Project Managers will meet, to review the status of the risks and outstanding issues. When a risk is identified each risk will be assessed for probability and impact and weighted. to 4.1.8.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. Note a project issue can include anything from a business process change to a schedule issue to a personnel issue. The following table shows the escalation path: Escalation Path SpryPoint Client Level 4 Managing Partner(s) Level 3 Vice President Service Deliver Level 2 Project Manager Project Manager Level 1 Solution Core Team Members Architect/Consultant(s) 46 D Exhibit A-Statement of Work 4.1.9. Project Working Times Project Working Schedule During the project implementation it has been agreed that Project Meetings, Training Sessions and/or any onsite time will complete Monday through Friday when working remotely. If work is being completed onsite meeting times will be scheduled Monday thru Thursday, with Friday being a travel day for SpryPoint staff. In the event scheduled project activities such as meeting, training sessions, etc. need to be completed on days/times outside the above agreed times, this will be mutually agreed upon by both parties and scheduled a minimum of 2 weeks in advance. Statutory Holidays It is agreed that both parties will do their best to respect each party's holiday schedule. However, depending on where the project is and go live date, on occasion project team members may be required to work a statutory holiday. If this is to occur it will be mutually agreed to by both parties SpryPoint Observed Holidays 0 Holiday 2023 2024 New Year's Day January 1 (observed on January 1 January 2nd) Islander Day February 20 February 19 Good Friday April 7 March 29 Victoria Day May 22 May 20 ■ Canada Day July 1 (observed July 3) July 1 (observed July 4) Civic Holiday August 7 August 5 Labor Day September 4 September 2 National Day of Truth & September 30 (observed September 30 Reconciliation October 2) Thanksgiving October 9 October 14 Remembrance Day November 11 (observed November 11 November 13) 47 Exhibit A-Statement of Work Christmas Day December 25 (observed on December 25 December 26th) Boxing Day December 26 (observed on December 26 December 27th) **Note: this calendar is subject to change based on company policies Client Observed Holidays Holiday 2023 2024 New Year's Day January 1 (observed on January 1 January 2nd) Martin Luther King Jr Day January 16 January 15 Presidents Day February 20 February 19 Memorial Day May 29 May 27 Juneteenth 1 June 19 June 14 Independence Day July 4 July 4 Labor Day September 4 September 2 Veteran's Day November 10 November 11 Thanksgiving November 23 November 28 Friday after Thanksgiving November 24 November 29 Christmas Eve December 24 (Observed on December 24 December 25th) Christmas Day December 25 (Observed on December 25 December 26th) 4.1.10. Executive Steering Committee The Executive Steering Committee Meeting will include SpryPoint and Client Project Managers and Project Sponsors. This review will take monthly via a zoom meeting or onsite (if mutually agreed to by both parties). The intent of this meeting is to ensure that 48 Exhibit A-Statement of Work the project is on-time and on-budget, and that Executive Management for both parties have a clear understanding of project status. The primary tool that will be used to do the meeting is the latest month's Monthly Project Status Report. The intended level of attention to detail during this meeting is to identify areas of concern or material change to the project. Topics of discussion include: • Work accomplishments from the previous month and planned work accomplishes for the upcoming month • The percent complete for the overall project thus far. Descriptions of any material variances in schedule or work will be provided; if the percent complete is different than what was expected from the prior month. • The current Risk Management Plan will be included, and risk status will be reviewed, based on priority of risks. • The Project Plan will be included and reviewed for any areas of concern or material change to the project. 4.1.11. Project Management Reoccurring Deliverables to During the project implementation the SpryPoint Project Manager is accountable for the delivery of the following reoccurring deliverables Communication Description Method Shared Project Folders Via the used of Client's Sharepoint, SpryPoint will provide the client with a shared project folder for document sharing _and collaboration of documents during the project Project Status Reports A monthly report that outlines summarize project status, upcoming activities, risks, etc Updates to the project Updates to the baseline Project schedule are performed plan and published bi-monthly. The plan is updated to refine tasks, percent complete and milestone completions, inclusive of resource updates and timeframe updates. Both parties will commit to staffing and resources to meet a rolling 3-month window. Note: project plans will be maintained and update in the SpryPoint Project Tool, called Wrike. Access can be granted to the client to see the project plan. PMO Status meeting A meeting with the PM Teams to discuss any project related items Risk Log Report that lists risks, probability, impact, status, and responsible resource. 49 Exhibit A-Statement of Work Executive Steering A monthly meeting to ensure both Executive Teams Committee understand project status, any risks, and an opportunity to discuss any other topics as required Issue Log Report that lists project issues, responsible resource, due date, priority, and impact on critical path. Project Resource Allocation Configure Test&Train SpryPoint Analysis Deploy Operate Configure.Test&Train Month Number 1 2 3 4 5 6 7 8 9 10 n 12 13 14 15 16 ®®®®®®®®®®®®®®®® a-©©a©--©©--©-©© s. abllelm.fementaIon 5.eoaf61 0-00-0--o---t----- MEEWIMMEIMMEEMMEMMEMM:EMMOEIMMDEMMEEEWMMORIMMEMMEIMM:39MMIEM [ ..u,trc2�L 5...h IM31=MMMOMMEIMIMEMMEIEMMEMMEIMmMZEIMMEM ------------_--- IWIlMINEEMMZMIIMEEMMINIIMIEEMMEZULIIMIKEMMEIMINIZZ �� FIE Count basa6 on t80 hours per month 2.00 tel 2.00 L61 200 t61 t75 2.06 1.61 1.61 t75 2.06 1.81 2.06 t75 1.75 J tO � Configure112=1 &Train ,+, Analysis Deploy Operate 4AuT Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 soy pr Ject Manager CIS•Functional Lead WGMS-Functinoal Lead Business Analyst Technical Leatl CSR1 CSR 2 ------------o--- Total W.eb Per Month Allocated 10.25 10.25 10.26 10.25 10.26 10.26 1026 1016 f0.26 10.26 1025 10.25 10.16 10.26 10.25 q.76 FTE Count hued on 160 hours•- 5. Integrations & Enhancements This section outlines any of the integrations or modifications included in the scope of work. It is important to note that during discovery and throughout the implementation there maybe additional integrations or modifications identified. In this event SpryPoint will provide ballpark estimate to determine if the client wants to investigate the change in more detail. If the client is not interested after the ballpark estimate, 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 for the client to review. If the client decides to proceed the change order process will be engaged. 5.1. 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 50 D Exhibit A-Statement of Work well as an extensible event framework to support both batch and scheduled integrations as well as event-driven integrations. SpryPoint will create an Integration Requirements Document for each integration to define the detailed requirements. Note: In the event additional work or development is required to support integrations with third party applications and SpryPoint, it is outside the scope of this project. Some examples are configuration in third party application, the need for a third party to add information to an API, etc. Interfaces 1. Workday (GL &AP) - SpryCIS supports standard financial integrations with several ERP systems. The standard integration supports the automated daily export of General Ledger (GL) and Accounts Payable (AP) transaction information to the ERP. Workday is a standard supported GL & AP integration. Transactions may be exported in to summary or detail. 2. Invoice Cloud (EBPP) SpryPoint maintains a set of standard bidirectional integrations with Invoice Cloud. SpryCIS - 4 Invoice Cloud i. Batch-based Billier Information File (BIF) Integration. SpryCIS transmits a list of invoiced accounts to Invoice Cloud via a secheduled job. ii. Real-time data lookups. When a customer accesses their account in Invoice Cloud, Invoice Cloud queries SpryCIS for real-time account balance and other informa. iii. Real-time payment post-back. When a customer makes a payment in Invoice Cloud, Invoice Cloud creates the payment in SpryCIS. iv. Real-time ACH rejection post-back. When an ACH payment fails in Invoice Cloud, Invoice Cloud reverses the payment in SpryCIS. v. Real-time autopay status updates from Invoice Cloud to SpryCIS vi. Real-time paperliess billing updates from Invoice Cloud to SpryCIS 51 D Exhibit A-Statement of Work vii. Real-time update of account email and phone numbers from Invoice Cloud to SpryCIS. SpryEngageE- 4 Invoice Cloud i. Embedded Single Sign On (SSO) with standardized integration within SpryEngage including AutoPay Enrollment, Payment Routes and Managed Payment Methods. ii. Update payments made via Invoice Cloud within SpryEngage back to SpryCIS in real-time. SpryCIS F- Invoice Cloud IVR SpryPoint will create an integration where customers can call into the Invoice Cloud IVR which will hit an API endpoint to provide customers with Account information required to facilitate payments including: • Customer Name to • Account Number • Amount Past Due • Payment Due Date Any payments made through the IVR will be sent back to SpryCIS via API and will be reflected in the account in real-time. Alerts & Notifications — It is recommended that SpryEngage is used for all other outbound communication and alerts with customers via SMS, Outbound Voice or email. This includes automated alerts (e.g. Collection Notices) as well as Operational Alerts (e.g. Boil Water Notices). 3. Financial Import Files Payment import is a standard feature of SpryCIS which supports in-app configuration of both delimited and fixed-width text files. SpryPoint will configure payment file import processes wherein payment files will be imported into SpryCIS from various payment processors. Files may be uploaded manually or fetched automatically from an SFTP site by a scheduled job in SpryCIS. 52 D Exhibit A-Statement of Work OCR lines are typically printed on invoices / statements to support remittance processors. Formatting of the OCR line is a standard development item in the SpryCIS invoice / statement development process. 4. ESRI (ArcGIS) SpryCIS and SpryMobile have standard Web Map Services (WMS) integration capabilities which support integration with ESRI ArcGIS WMS layers. This allows administrators to point SpryCIS/SpryMobile to existing WMS services and configure the display of WMS layers on maps within the SpryPoint applications. This capability is dependent the client having access to WMS services. SpryCIS also supports user definition of GeoJSON data layers from SpryCIS for display in GIS. These GeoJSON layers may be defined during implementation or afterward using a configurable interface. Examples of GIS data layers which may be configured using this feature include: i. Meter and backflow information to ii. Streets and other selected layers iii. Premise and parcel information. iv. Service locations (includes pseudo addresses for such items as irrigation meters) v. Meter location coordinates vi. Backflow Device attributes vii. Ownership layer GIS administrators can access and export data from SpryCIS using built-in report tools such as Metabase. 6. InfoSend - Bill Print SpryPoint will be create and manage the Bill Template as part of the project. SpryPoint will manage CASS address validation and sorting and will create a collated PDF file upon bill generation which will be uploaded to the bill printer via SFTP. SpryPoint can be configured to also include a text-based bill export metadata file. Both approaches are standard features and operations during system implementation. 53 D Exhibit A-Statement of Work 7. Sensus AMI — SpryCIS supports standard meter reading integration for several AMI systems including Sensus. This integration includes: • Export of meter reading information by route or billing cycle to standard Sensus AMR format • Import of meter reading information from standard Sensus AMI format SpryIDM will receive daily interval data files from Sensus for presentation to customers within SpryIDM — Interval Data Management. 8. Collection Agency (Online Collections) — SpryPoint will create an interface to Client's Collection Agency. SpryCIS will export collections data to Client's collection agency via SFTP. SpryPoint will also configure a payment import file format to allow import of payments from the collection agency to applied against accounts in SpryCIS. 9. AVL (Verizon Reveal) — SpryPoint will receive and display vehicle location and other selected data from to the AVL. SpryMobile provides an endpoint for Verizon Reveal vehicle updates. This information is logged and used to update user location information for a more accurate view of where users are. 5.2. Enhancement None Identified 6. Project Assumptions It is assumed that: 1.Client will strive to minimize the impact of competing initiatives within the organization that may have a negative impact to the Project. 2.All prices are quoted in US Dollars and do not include any applicable taxes. 3. Prompt decision-making and problem resolution will be required to achieve an on-time, on-budget project completion. 54 Exhibit A-Statement of Work 4.Client and SpryPoint understand the project scope and project timelines and agree to communicate and adhere to those objectives, thus setting the proper expectation level. 5. All changes to the SOW shall be managed in accordance with the Agreed upon Change Order process. 6. The Client will make resources available to assist with data extraction, data mapping, and preliminary data validation during the conversion efforts. 7. SpryPoint will provide the specified number of staff, as described in the detail project schedule and the staffing matrix, with the appropriate skills and experience to lead each workshop, analytical session, or other review activities, whether onsite or conducted remotely. 8. If on-site activity is required, The Client will provide workspace for each SpryPoint consultant. Breakout and conference space will also be provided if required. 9. If training is completed on-site, adequate training space will be provided by the Client to train end users. The training room(s) will include computers for each end-user being trained. 10. The Client will ensure Project Team members are available for meetings, workshops, discussions, and conference calls upon request by SpryPoint. to Project Team members will respond to information requests by SpryPoint staff. 11. Whenever possible, the Project Team may consider alternative meeting options such as Zoom and Conference Calls. 12. Both parties agree to work a reasonable number of added hours (when required) to help complete project deliverables and project timelines as agreed upon by both Project Managers. 13. SpryPoint will assume responsibility for the successful completion of this SOW. 14. SpryPoint will assume overall responsibility for conducting all project related administration activities including the development and administration of a work plan that clearly indicates all Client tasks and responsibilities. 15. For implementation, SpryPoint will deploy a production and staging environment. The need additional environments will be at the discretion of SpryPoint. 16. SpryPoint is responsible for the initial deployment, configuration, and testing of environments of the system to support training, development, testing, etc. 17. Client is willing to implement SpryPoint "Best Practices" to minimize the need for software customizations. Development Assumptions: 55 ir) Exhibit A-Statement of Work 1. SpryPoint is responsible for all enhancements to the system. 2. SpryPoint will take the lead and be responsible for the development of forms, reports, interfaces, conversions, modifications, and workflow with the assistance of Client. 3. Client will provide subject matter experts for the legacy system as required to support the requirements, development, and testing of interfaces against other systems. 4. Client will lead all interactions with 3rd parties related to the integration and overall delivery of the final solution. SpryPoint will provide sufficient lead time for asks of 3rd parties. If a vendor requires longer lead times the client is responsible to document this and provide the minimum lead time to SpryPoint. Significant lead times to work with vendors could result in project delays. 5. SpryPoint will be responsible for performing quality assurance of all enhancements, interfaces, reports, and workflows prior to their delivery to the Client for user testing and acceptance. System Testing Assumptions: 1. SpryPoint and Client will jointly develop all test plans outlining the testing approach, methods, data, and participants. to 2. Client will review, participate, 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 Client for review and acceptance. 5. Client will be responsible to sign off on testing results Training Assumptions: 1. Client is responsible for prerequisite education and training such as basic PC skills and fundamental business process knowledge. 2. SpryPoint will provide standard training materials. Client may use these training materials for any subsequent training classes. 3. Client will provide users with specific times to participate in required training. 4. Client has the facilities and will provide the necessary logistics support for all training sessions which if required may include training room, training workstations, and any other necessary training supplies. 5. Client will ensure end-user attendance during training. 6. Client will schedule and ensure clients practice use of the system after training is completed Production Readiness and Cutover Assumptions: 56 D Exhibit A-Statement of Work 1. SpryPoint and the Client will be responsible for developing an acceptance test plan that will be mutually agreed on by the parties. 2. Client will be responsible for conducting an acceptance test of the completed system as delivered by SpryPoint at the completion of testing activities. 3. SpryPoint, with assistance of Client, will develop a mutual agreement regarding the go-live plan and schedule. 4. SpryPoint, with assistance of Client, will stage all aspects of the system in preparation for production cutover. 5. SpryPoint, with assistance of Client, will conduct production cutover activities. to 57 D Exhibit A-Statement of Work 7. Appendixes 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 Acceptance testing is Client's validation to ensure top-to-bottom Testing functional stability and adherence to existing business requirements and business processes. Testing will be in several phases, including, but not limited to, functional testing, bill validation testing, integration testing, and performance testing. Acceptance Acceptance is defined as information, documentation, development, or any other object(s) approved and signed off by client to Agreement Date The date in which both Client and SpryPoint agree to terms and execute the Master Agreement. Business Day One regular workday (Monday through Friday — non-holidays or emergency days) as defined by the Client's business calendar. Business- A business-critical report is one that identified as being need to critical Report complete any business processes or reports required to run the business of the client. Business The process design is conducted during business process modelling Process Design activities and focused on conducting business process design work in the context of the system environment. This design work will address operational and organizational changes required to implement the proposed solution. Business A defined series of procedures that will identify and document Process process steps and system transactions. Business Process documentation can be used to facilitate testing and training. Bi-Monthly The activity will happen twice a month Bi-Weekly This activity will happen twice a week Calendar A 24-hour period—typically starting at midnight. Day/Days _ Change Order All changes to the SOW must be agreed upon by the parties and evidenced in a written instrument signed by the parties' authorized representatives. 58 Exhibit A-Statement of Work Change Order The process used when a change of scope is identified. This process Process I may or may not have monetary costs associated with it. Configuration Process of performing table updates and algorithm changes to the system to have the system perform Client's specific user requirements. Configuration does not require programmatic software changes. Conversion As a component of the data conversion process, this ensures the Validation data from the legacy CIS to the SpryPoint CIS Solution has been completed accurately. Cut Over Includes all activities required to prepare the systems for the transition of the new SpryPoint CIS Solution to production processing. The activities will include ensuring security setup, establishing user profiles, closing out pending data in the legacy system, manual data conversions when required, system access rollout to end users, and other activities SpryPoint and Client deem necessary. Data Testing performed by the client Data Owners and Key Users after Acceptance each Data Conversion iteration. During DAT, the client not only Testing (DAT) verifies the data migrated, but also validates that the data may be to inquired and reported upon. This can be done through a variety of queries, reports and visual confirmation. Data Mapping The process of assigning source system data elements to target data elements in the system data model for purpose of conversion. Data Model Conceptual description of data objects, their attributes, and the relationships between them. Delivery Defined as information, documentation or object approved provided to the client for review, feedback and/or acceptance. Enhancement Changes to the base solution that is added to the core code to meet a defined Client requirement. Enhancement Stand-alone testing of the system enhancements, performed during Testing development, by the SpryPoint developers and Implementation specialists. Functional Test Singular test of an object, such as a screen, report, or batch program. These tests will focus on specific functions. Interface Passing of data between two separate and distinct systems; can be accomplished in real-time or batch mode. Integration Test The integration testing will utilize formal test plans and scripts that will define how to test a singular feature and business process based on pre-defined expected results. Integration tests are formal in nature, cover multiple scenarios of a feature and process, and are based on the variations of Client's business. 59 Exhibit A-Statement of Work Legacy CIS References the Client's old system Customer Information System that is being replaced. Bill Validation This testing focuses on bill comparisons and validation between the Testing legacy system and SpryCIS. The purpose of this testing is another method to ensure configurations are setup correctly, data has imported correctly and there are no impacts and client revenue at the time of go live Organizational The activities, events, processes, and procedures that are employed Change for handling transformation from one system environment to Management another; this relates mainly to the people and business processes. (OCM) Price The total cost for implementation & expenses to deliver the CIS Solution as noted in this SOW and other Exhibits to the Agreement. Punch-list A list that keeps track of post go live items that need to be resolved to close out the project. Script Testing Testing using a pre-determined script or set of instructions. Testing to can be either manual or automated work. SpryPoint The SpryPoint Service includes all services as defined in this Service Statement of Work for products sold as part of this contract. Templates Templates refer to the standard format of various project documents that SpryPoint will provide as a starting point and will modified to address the specifics of this project. Examples include Training Plan, Test Plan, Conversion Plan, etc.... Test Matrix A worksheet that identifies accounting periods, account numbers, financial transactions and other expected results for testing purposes. Test Plan Document that outlines a strategy or approach for testing. Describes key setup issues, dependencies, and other general factors. Test Scripts A series of actions, functions, scenarios, or commands documented _for execution during various phases of testing. User Final testing lead by the client, where SpryPoint is available for Acceptance Test assistance as required. This testing is typically scenario based and ensures that the system is configured to meet all of agreed upon business processes. 60 D Exhibit A-Statement of Work 7.2. Document Samples The following sections so a sample of some of the document templates that will be used through the implementation. Note: As SpryPoint continues to evolve 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 template. to 61 Exhibit A-Statement of Work 7.2.1. Project Status Report to Monthly Project Status Report <Customer Name> Author <Author> Date <YYYY-MM-DD> Report Period <MM-DD - MM-DD> 45 Queen Street Charlottetown,PE sprypoint.com C144A4,Canada 62 D Exhibit A-Statement of Work Monthly Project Report Executive Summary • <Scope-optional> • <General Summary Items> Project Status Summary Overall Project Green11111111111 Project Current Last Period Reason for Deviation and Corrective Indicators Period Action Scope Green Green Schedule Green Green Resources Green Green Asks Green Green Issues Green Green Budget Green Green Critical Issues Register # Description 1 2 3 4 Date Raised Owner Next Action YYYY-MM-DD YYYY-MM-DD YYYY-MM-DD YYYY-MM-DD 5 YYYY-MM-DD Critical Risk Register Confidential I Copyright©2022 SpryPoint Solutions Inc.All Rights Reserved 63 Exhibit A-Statement of Work Monthly Project Report # Description Date Raised Owner Mitigation Plan 1 YYYY-MM-DD 2 YYYY-MM-DD 3 YYYY-MM-DD 4 YYYY-MM-DD 5 YYYY-MM-DD Critical Decisions Log # Description Date Raised I Owner 1 YYYY-MM-DD 2 YYYY-MM-DD 3 YYYY-MM-DD I 4 YYYY-MM-DD 5 YYYY-MM-DD Contract Milestone Status - Current Month ID Milestone Description of Deliverable Amount Due Status (USD) <Content> <Content> $XX,000.00 <Content>1_ I —I Total: $XX,000.00 Confidential I Copyright©2022 SpryPoint Solutions Inc.All Rights Reserved 2 64 D Exhibit A-Statement of Work Monthly Project Report Contract Milestone Status - Upcom ing Month ID Milestone Description of Deliverable Amount Due Status (USD) <Content> <content> $XX,000.00 Completed I I i Total: $)0C,000.00 Invoicing Summary o Invoiced to Date(USD) Total Budget(USD) Remaining Budget(USD) 400,000.00> I 400,000.00> I 400,000.00> Current Project Schedule <Insert Wrike Gantt Chart or Table Image> Confidential I Copyright©2022 SpryPoint Solutions Inc.All Rights Reserved 3 65 Exhibit A-Statement of Work Monthly Project Report Status Definitions Red I Overall The project is in The project has non- The project has critical good health and is critical issues that need issues that will proceeding to be addressed to jeopardize the project according to the ensure the project is success if not project plan. completed successfully. addressed. Scope The project is being The project is at risk of The project has executed within the deviation from significantly deviated contractual scope. contractual scope. from project scope. Escalation to program Escalation to senior management may be management is required. required. Schedule The project is on The project is at risk of The project has fallen schedule. falling behind the significantly behind the contractual schedule. contractual schedule. Escalation to program Escalation to senior management may be management is required. required. Resource The project has no The project has The project has major s resource issues. resource issues resource issues identified that will impact identified that will the project is not significantly impact the addressed.Escalation to project if not addressed. program management Escalation to senior may be required. management is required. Risks Currently identified One or more risks has Currently identified risk(s)are of low been identified which,if risk(s)are of high importance it materializes,causes importance.Escalation either a delay OR to senior management is increases the project required. costs more than 10% above the approved business case. Escalation to program management may be required. Issues Currently identified One or more issues has Currently identified issue(s)are of low been identified which,if issues are of high importance it materializes,causes importance.Escalation either a delay OR to senior management is increases the project required. costs more than 10% above the approved business case. Escalation to program Confidential I Copyright©2022 SpryPoint Solutions Inc.All Rights Reserved 4 66 Exhibit A-Statement of Work Monthly Project Report Green Amber 1 Red management may be required. Budget The project is The project is at risk of The project is exceeding delivering within the deviation from the the approved budget OR approved budget. approved budget. the project is forecasting to spend more than the approved budget. Confidential I Copyright©2022 SpryPoint Solutions Inc.All Rights Reserved 67 Exhibit A-Statement of Work 7.2.2. Project Risk Log Risks&Issues Log Rea ^ ee a Pea eel MONO —i Irrr�eUe ask Lime Ma a lodge awmn v-, eeee4.n P ...mle..e NW."wr Jeo D.I•G tgp+..v a.1eem..n eer..ew1.le +...e m1w ro b17e 1e•e PY r PROM No sagn11tlnt Melt ._� mrPst Noe be too beet 1Hbr•M Mee1P se=Yevaar Valid NPm.w I.eM eel send. t. f/4wN PM m...e•r. a meAa.eeeeENO**ENO** On V al id ne..e .arose e.am.orl 11.041•10 Pw 1/41,nrn.ery miaow b.. ar/opeted 2 4 4 I 01a a t.mq)e.1.nn pon oprete1•raw.**er+eear le oderlelaY.w be m t..) Npa1N ete New wraps ) Rah.i4444241 see et pew .eperte.lee watt crier tie tem.rletet feel be toe Owl Naa.t U.ON 1rw u+r..be •'4�ie , . • • 7 _ +o 11 13 1) u tb ' 10 ' n i I • iT' I m 31 73 24 — 68 Exhibit A-Statement of Work ID Jssues Loa Leaend Issuos Status:Open or Closed RAG: Red=Significant negative effect on project deliverables anticipated Green=No significant effect on project deliverables anticipated Risks Loa Leaend Risk Status Open or Closed Impact [critical=5,severe=4,high=3,significant=2 moderate= 11 -->Impact refers to any of the following 1)Budget.2 i Schedule.3)Scope,4)Benefit Timing tSee further explanation below Probability.[Definite=5,probable=4,possible=3 unlikely=2,remote= 1] Risk Scoring(calculated) = Impact X Probability Risk Status Risk Scoring>_15=Red,Risk Sconng 10.14=Amber,Risk Scoring 9=Green Impact refers to any of follo.ing 1)Budget 2)Schedule.3)Scope,41 Benefit Timing There could be an impact assigned to each of these things for a risk:for reporting purposes.use the value that is of highest impact so that there are no surprises down the line Also try to be conservative(i e.use higher impacts)if more than one of these areas would be impacted For example,if Budget and Schedule are to moderate impact(=2)but Benefit Timing is signficant t=31.consider using an overall impact of high(=4).Full details and explanation can be included in the Issue Description or Mitigation Update. Keep in mind that this is not a scorecard but a tool to keep all parties informed of the risks and issues that the projects is facing 69 D Exhibit A-Statement of Work Risk Assesment and Prioritization s V ra Q E I 4 I t 4 7 I I I I 70 I Exhibit A-Statement of Work 7.2.3.Project Change Order SpryPoint Change Order Customer [CLIENT] Change Request ABC-#00105032021 Contact Name Name Name Issue Date 05.03.2021 Contact email @client.com Expiration Date 06.03.2021 Phone/Email [Change Title] Description tO Describe change here. Solution To support this[Change],the following activities will be undertaken by SpryPoint: • Project Management(Xhrs) • Configuration(X hrs) • Template development(X hrs) • Testing(X hrs) • Training(X hrs) • Support(x hrs) • and Reporting(X hrs) Total Xhrs of implementation effort. 71 D Exhibit A-Statement of Work 72 Exhibit A-Statement of Work 2 Requested New Effort Service Description Hours Unit Price Tax Amount(USD) Milestone name x $x00 0% $X,000 Milestone name X $X00 0% $X,000 Total(USD) $X,000 Original Project Budget Service Description Hours Unit Price Tax Amount(USD) [Original Project Name] X6 $X00 0% $X,000 Total(USD) $X,000 Revised Total Project Budget Service Description Hours Unit Price Tax Amount(USD) t0 Total Budget Hours x $x0o 0% $x,000 Total(USD) $X,000 Terms • Quotes are valid until Expiration Date listed above • Payment terms are net 30 days • Travel Expenses will be billed as incurred if required. • Out-of-Scope: o [Clarify any related items that are not in scope] Approved by: Name,Title,Utility Date Kevin Clancey,Managing Date Partner,SpryPoint 73 7.3. Milestones Milestones Milestone Phase Milestone Name Milestone Description Amount 1 Project Management PM Month 1 PM activities per the SOW $9,600 2 Project Management PM Month 2 PM activities per the SOW $9,600 3 Project Management PM Month 3 PM activities per the SOW $9,600 4 Project Management PM Month 4 PM activities per the SOW $9,600 5 Project Management PM Month 5 PM activities per the SOW $9,600 6 Project Management PM Month 6 PM activities per the SOW $9,600 7 Project Management PM Month 7 PM activities per the SOW $9,600 8 Project Management PM Month 8 PM activities per the SOW $9,600 9 Project Management PM Month 9 PM activities per the SOW $9,600 10 Project Management PM Month 10 PM activities per the SOW $9,600 to 11 Project Management PM Month 11 PM activities per the SOW $9,600 12 Project Management PM Month 12 PM activities per the SOW $9,600 13 Project Management PM Month 13 PM activities per the SOW $9,600 14 Project Management PM Month 14 PM activities per the SOW $9,600 15 Project Management PM Month 15 PM activities per the SOW $9,600 411r) Exhibit A-Statement of Work Complete the following Deliverables: - Mobile Project Team - Conduct Project Kickoff - Prepare project infrastructure -Detailed Analysis Workshop schedule 16 Analysis Project Kickoff complete $1,600 Complete the following deliverables: - Staging and Prod environments setup with 17 Analysis Environment Deployement one client user setup $1,600 Complete the following deliverables: 18 Analysis System Overview - System Overview Training $1,600 Complete the following deliverables: - Customer Care Analysis Workshops 19 Analysis Analysis Workshops 1 - Premises Analysis Workshops $16,000 Complete the following deliverables: to - Billing Analysis Workshops - Payments Analysis Workshops 20 Analysis Analysis Workshops 2 - Collections Analysis Workshops $16,000 Complete the following deliverables: - Bill Template Analysis Workshop 21 Analysis Analysis Workshops 3 - Finance & Admin Analysis Workshop $16,000 Complete the following deliverables: SpryEngage Workshop 22 Analysis Analysis Workshops 4 SpryMobile Field Services Workshop $5,000 1 411r) Exhibit A-Statement of Work Complete the following deliverables: SpryBackflow Workshop 23 Analysis Analysis Workshops 4 $1,600 Complete the following deliverables: 24 Analysis Analysis Report Delivery - Deliver Analysis Report to client for review $8,000 Complete the following deliverables: - Analysis Report Updates 25 Analysis Analysis Report Signoff -Analysis Report Review & Approval $8,000 Analysis Workshop - Complete the following deliverables: 26 Analysis Integrations -Analysis workshop for integrations $8,000 Analysis Workshop - Reports Complete the following deliverables: 27 Analysis & Dashboards -Analysis workshop for reports & dashboards $4,000 Complete the following deliverables: to 28 Analysis Report & Dashboard Plan - Deliver Report and Dashboard Plan $3,500 Complete the following deliverables: 29 Analysis Training Plan - Deliver Training Plan $3,500 Complete the following deliverables: 30 Analysis Change Management Plan - Deliver Change Management Plan $2,500 Complete the following deliverables: 31 Analysis Data Conversion Strategy - Data Conversion Strategy $2,000 Complete the following deliverables: 32 Configuration Configuration 1 - Supporting Configuration Workshops $10,000 2 411") Exhibit A-Statement of Work - Initial setup decisions in configuration Workbook updates for following workbook tabs: 1. Enable Services 2. Aging 3. GL Account Structure 4. GL Accounts 5. Billing Cycles 6. Penalty Type - Configuration in staging environment Complete the following deliverables: - Supporting Configuration Workshops - Initial setup decisions in configuration Workbook updates for following workbook tabs: 1. Receivable Types 2. Revenue Months 3. Billing Periods 4. Default GI Accounts to 5. Services Types 6. Tax Schedules 33 Configuration Configuration 2 - Configuration in staging environment $10,000 3 • Exhibit A-Statement of Work Complete the following deliverables: - Supporting Configuration Workshops -Initial setup decisions in configuration Workbook updates for following workbook tabs: 1. Rate Schedule 2. Meter Size Rate Detail 34 Configuration Configuration 3 - Configuration in staging environment $10,000 Complete the following deliverables: - Supporting Configuration Workshops -Initial setup decisions in configuration Workbook updates for following workbook tabs: 1. Account Statuses 2. Customer Statues 3. Premise Statues 4. Account Types to 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 35 Configuration Configuration 4 - Configuration in staging environment $10,000 4 • Exhibit A-Statement of Work Complete the following deliverables: - Supporting Configuration Workshops -Initial setup decisions in configuration Workbook updates for following workbook tabs: 1. Collections Media 2. Collections Routine 3. New Item Categories 4.City Setup 5. Equipment Categories 6. Equipment Type 7. Tender Type 8. Payment Sources 36 Configuration Configuration 5 - Configuration in staging environment $10,000 to 5 • Exhibit A-Statement of Work Complete the following deliverables: - Supporting Configuration Workshops -Initial setup decisions in configuration Workbook updates for following workbook tabs: 1. Auto number configuration 2. Business Hours 3. Dashboard Configuration 4. Denomination Configuration 5. Holiday Calendar 6. Billing Validation Rules 7.Budget Billing Types 8. Billing Agreement Add-ons (if applicable) 9. Summer Sewer Configuration 37 Configuration Configuration 6 - Configuration in staging environment $10,000 to 6 411") Exhibit A-Statement of Work "Complete the following deliverables: - Supporting Configuration Workshops - Initial setup decisions in configuration Workbook updates for following workbook tabs: 1.Payment File Format 2. Pre-authorized Payment 3. Alternate ID Types 4. Relationship Types 5. Deposit Interest Schedules 6. Districts 7. Exemption Reasons 8. Move In Request Types 9. Move Out Request Types 38 Configuration Configuration 7 - Configuration in staging environment" $10,000 to 7 • Exhibit A-Statement of Work "Complete the following deliverables: - Supporting Configuration Workshops - Initial setup decisions in configuration Workbook updates for following workbook tabs: 1. Dispute Types 2. Dispute Resolution Types 3. Write Off Types 4. Bankruptcy Types 5. Service Order Actions 6. Service Order Types 7. Communication Message 8. Auto Reply Rules 9. Statement Message 10. Estimation Algorithms 11. Meter Reading Code Mappings 39 Configuration Configuration 8 - Configuration in staging environment" $10,000 to Complete the following deliverables: - Supporting Configuration Workshops - SpryMobile Initial Configuration of the following: General Configuration 40 Configuration Configuration 9 Departments $10,000 8 • Exhibit A-Statement of Work Complete the following deliverables: - Supporting Configuration Workshops - SpryMobile Initial Configuration of the following: Service Order Types Service Order Task Types Service Groups Service Area Groups Service Items 41 Configuration Configuration 10 Service Sectors $10,000 Complete the following deliverables: - Supporting Configuration Workshops - SpryEngage Initial Configuration - Help Text & Labels - Self Service Text 42 Configuration Configuration 11 - Legal Text $16,000 to Complete the following deliverables: - Supporting Configuration Workshops - SpryEngage Initial Configuration - Logos & Backgrounds - System emails 43 Configuration Configuration 12 - Forms $16,000 9 • Exhibit A-Statement of Work Complete the following deliverables: - Supporting Configuration Workshops - SpryIDM setup with interval data showing in 44 Configuration Configuration 13 SpryEngage $8,000 Complete the following deliverables: - Supporting Configuration Workshops - SpryBackflow Initial Configuration & ready 45 Configuration Configuration 14 for client testing $9,600 Complete the following deliverables: 46 Configuration Data Mapping -Initial completion of data mapping workbook $5,000 Complete the following deliverables as required for Data Iteration 1: - Develop/Update data import routines - Create & deliver data conversion validation reports 47 Configuration Data Integration 1 - Load iteration data in staging environment" $7,620 to Complete the following deliverables as required for Data Iteration 1.1: - Develop/Update data import routines - Create & deliver data conversion validation reports 48 Configuration Data Integration 1.1 - Load iteration data in staging environment" $7,620 10 4r) Exhibit A-Statement of Work Complete the following deliverables as required for Data Iteration 1.2: - Develop/Update data import routines - Create & deliver data conversion validation reports 49 Configuration Data Integration 1.2 - Load iteration data in staging environment" $7,620 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 50 Configuration Data Integration 2 - Load iteration data in staging environment $7,620 Complete the following deliverables as required for Data Iteration 2.1: to - Complete any data mapping updates - Develop/Update data import routines - Create & deliver data conversion validation reports 51 Configuration Data Integration 2.1 - Load iteration data in staging environment $7,620 11 • Exhibit A-Statement of Work 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 52 Configuration Data Integration 2.2 - Load iteration data in staging environment $7,620 Complete the following deliverables as required for Data Iteration 3: 1) Complete any data mapping updates 3) Develop/Update data import routines 4) Create & deliver data conversion validation reports 53 Configuration Data Integration 3 5) Load iteration data in staging environment $7,620 Complete the following deliverables as to required for Data Iteration 3.1: 1) Complete any data mapping updates 3) Develop/Update data import routines 4) Create & deliver data conversion validation reports 54 Configuration Data Integration 3.1 5) Load iteration data in staging environment $7,620 12 • Exhibit A-Statement of Work Complete the following deliverables as required for Data Iteration 3.2: 1) Complete any data mapping updates 3) Develop/Update data import routines 4) Create & deliver data conversion validation reports 55 Configuration Data Integration 3.2 5) Load iteration data in staging environment $7,620 Completed the following deliverables: - Provide integration requirements document Integration - Financials (GL & for client review AP) -Workday - 56 Configuration Requirements $4,000 "Complete the following deliverables: Integration - Financials (GL & GL & Account Payable interface is in Staging 57 Configuration AP) - Workday - Development and Ready for testing" $4,000 Complete the following deliverables: to Integration - Payment Integration in environment and ready for 58 Configuration Processing - Invoice Cloud testing $0 Complete the following deliverables: Integration - Financial Import Integration in environment and ready for 59 Configuration Files testing $8,000 Complete the following deliverables: Integration - Bill Print File Integration in environment and ready for 60 Configuration Export testing $8,000 13 • Exhibit A-Statement of Work Completed the following deliverables: Integration - Sensus AMI - Provide integration requirements document 61 Configuration Requirements $6,400 Complete the following deliverables: Integration - Sensus AMI - Integration in staging environment ready for 62 Configuration Development client review & testing $6,400 Complete the following deliverables: Integration - ESRI (ArcGIS) - Integration in staging environment ready for 63 Configuration CIS client review & testing $3,200 Integration - Online Complete the following deliverables: Collections - Collection Agency - Integration in staging environment ready for 64 Configuration Interface client review & testing $3,200 Complete the following deliverables: Integration - AVL (Verizon - Integration in staging environment ready for 65 Configuration Reveal) client review &testing $3,200 to Complete the following deliverables: - 25% Updates and custom reports per the report plan in staging environment for client 66 Configuration Reporting 1 review $4,600 Complete the following deliverables: - 25% Updates and custom reports per the report plan in staging environment for client 67 Configuration Reporting 2 review $4,600 14 • Exhibit A-Statement of Work Complete the following deliverables: - 25% Updates and custom reports per the report plan in staging environment for client 68 Configuration Reporting 3 review $4,600 Complete the following deliverables: - 25% Updates and custom reports per the report plan in staging environment for client 69 Configuration Reporting 4 review $4,600 Complete the following deliverables: - 25% Updates and custom dashboards per the dashboard plan in staging environment for 70 Configuration Dashboards 1 client review $4,600 Complete the following deliverables: - 25% Updates and custom dashboards per the dashboard plan in staging environment for 71 Configuration Dashboards 2 client review $4,600 to Complete the following deliverables: - 25% Updates and custom dashboards per the dashboard plan in staging environment for 72 Configuration Dashboards 3 client review $4,600 Complete the following deliverables: - 25% Updates and custom dashboards per the dashboard plan in staging environment for 73 Configuration Dashboards 4 client review $4,600 15 4r) Exhibit A-Statement of Work Complete the following deliverables: - Change impact document 74 Configuration Change Management Activities - 0CM training materials $3,000 Complete the following deliverables: 75 Test Core Team Training - Completed training for Core team Members $12,000 Complete the following deliverables : - Deliver to client out of the box Functional 76 Test Functional Test Cases Test Cases $8,000 Complete the following deliverables : - Deliver to client out of the box Integration 77 Test Integration Test Cases Test Cases $8,000 Complete the following deliverables : - Deliver to client out of the box User 78 Test User Acceptance Test Cases Acceptance Test Cases" $8,000 Complete the following deliverables : - Complete Bill Validation Activities to 79 Test Bill Validation Testing Round 1 - Bill Validation report delivered to client $7,840 Complete the following deliverables : - Complete Bill Validation Activities 80 Test Bill Validation Testing Round 2 - Bill Validation report delivered to client $7,840 Complete the following deliverables : - Complete Bill Validation Activities 81 Test Bill Validation Testing Round 3 - Bill Validation report delivered to client I $7,840 16 4r) Exhibit A-Statement of Work Complete the following deliverables: - User identified as Testers are trained and 82 Test Tester Training ready to start UAT testing $12,000 Complete the following deliverables: - Execute Functional Testing 83 Test Functional Testing R1 - Functional Testing Signoff $7,840 Complete the following deliverables: - Execute Functional Testing 84 Test Functional Testing R2 - Functional Testing Signoff $7,840 Complete the following deliverables: - Execute Integration Testing 85 Test Integration Testing R1 - Integration Testing Signoff $7,840 Complete the following deliverables: - Execute Integration Testing 86 Test Integration Testing R2 - Integration Testing Signoff $7,840 Complete the following deliverables: to - Execute User Acceptance Testing 87 Test User Acceptance Testing R1 - User Acceptance Testing Signoff $7,840 Complete the following deliverables: - Execute User Acceptance Testing 88 Test User Acceptance Testing R2 - User Acceptance Testing Signoff $7,840 Complete the following deliverables: - Execute User Acceptance Testing 89 Test User Acceptance Testing R3 - User Acceptance Testing Signoff $7,840 17 • Exhibit A-Statement of Work Complete the following deliverables: 90 Deploy End User Training 1 - CSRs and Billing end users trained $8,000 Complete the following deliverables: 91 Deploy End User Training 2 - Field Service end users trained $8,000 Complete the following deliverables: 92 Deploy End User Training 3 - SpryEngage Administration training $8,000 Complete the following deliverables: 93 Deploy End User Training 4 - Backflow users trained $8,000 Complete the following deliverables: 94 Deploy End User Training 5 - All other end users trained $8,000 Complete the following deliverables: 95 Deploy Change Management Training - complete training per the 0CM Plan $2,500 Complete the following deliverables: - Mock Go-Live Plan provided to client for review 96 Deploy Mock Go-Live 1 - Mock Go- Live Scheduled $12,000 to Complete the following deliverables: 97 Deploy Mock Go-Live 1 - Mock Go-Live Successfully Executed" $12,000 Complete the following deliverables as required for Data Iteration 4: Update mapping as required Run data import scripts Create & deliver data conversion validation reports 98 Deploy Data Iteration 4 Load iteration data in environment $7,620 18 4r) Exhibit A-Statement of Work Complete the following deliverables: - Go Live Plan Developed - Go/No Go Decision - Go Live Activities Completed - SpryPoint - Go Live Signoff 99 Deploy Go-Live - Issue Log Updated" $32,000 Complete the following deliverables: - Client Executing business in Production - Completed month end 100 Operate Post Go-Live Support Month 1 - Updated and prioritized punch list $60,000 Complete the following deliverables: - Client Executing business in Production - Completed month end 101 Operate Post Go-Live Support Month 2 - Updated and prioritized punch list $30,000 "Complete the following deliverables: - Client Executing business in Production to - Completed month end 102 Operate Post Go-Live Support Month 3 - Updated and prioritized punch list $8,000 Complete the following deliverables: - All contractual items delivered - All P1 and P2 items completed - Plan for any remaining punch list items 103 Operate Project Close Out - All documents signed off $6,000 Total $888,800 19 •••• wit� �� y Nqr. 44141, , 1 li . --� -r� 4 'I r al il ...,, i --i ,... , r•-c AIITUTI ` ' - --c, • iefl=I 416,614' , , ,..,. r to Exhibit B — Pricing Schedule 45 Queen Street Charlottetown, PE sprypointcom CIA 4A4, Canada 0 Exhibit B-Pricing Schedule v4-CLEAN.docx Statement of Confidentiality The contents of this proposal are confidential and are supplied on the understanding that they will be held confidentially and not disclosed to third parties without the prior written consent of SpryPoint. to Confidential I Copyright©2022 SpryPoint Services Inc.All Rights Reserved 1 0 Exhibit B-Pricing Schedule v4-CLEAN.docx Table of Contents Statement of Confidentiality 1 Table of Contents 2 Introduction 3 SpryPoint SaaS Products and Pricing 4 SpryPoint SaaS Products 4 SpryCIS - Customer Information System 4 SpryEngage — Customer Engagement Platform 4 SpryMobile — Mobile Field Service 5 SpryBackflow — Cross Connection Control 5 SaaS Pricing Schedule 6 SaaS Software Usage Metrics 6 Usage Metric Definitions 6 SaaS Products and Subscription Initial Term 8 Annual Renewal 8 Annual Escalation 9 to Initial Implementation Fees 9 Billing/Invoicing 10 Additional Terms 10 Integrated Notification Services' 10 Confidential I Copyright©2022 SpryPoint Services Inc.All Rights Reserved 2 0 Exhibit B-Pricing Schedule v4-CLEAN.docx Introduction This Pricing Schedule is made by and between the Parties identified below on the date indicated as of the execution of the Master Subscription Agreement ("Effective Date"). SpryPoint Services Inc. Clay County Utility Authority 45 Queen Street 3176 Old Jennings Rd. Suite #401 Middleburg, FL 32068 Charlottetown, PE C1A 4A4 United States Ryan Cawley Jeremy Johnston Managing Partner Executive Director 902-940-6830 904-213-2477 rcawley@SpryPoint.com jjohnston@clayutility.org The contents within this document will be governed by the terms and conditions of the Master Agreement between the Parties. This Pricing Schedule is governed by and incorporates the following documents in effect as of the effective date. All documents to are listed in order of precedence, and collectively referred to as "The Agreement". Capitalized terms used but not defined herein have the meanings ascribed to them in the Master Agreement. Document 1 Master Subscription Agreement 2 Exhibit A - Statement of Work 3 Exhibit B - Pricing Schedule 4 Exhibit C — Service Level Agreement 5 Exhibit D — Insurance 6 Exhibit E - Security 7 Exhibit F — Data Processing Confidential I Copyright©2022 SpryPoint Services Inc.All Rights Reserved 3 0 Exhibit B-Pricing Schedule v4-CLEAN.docx SpryPoint SaaS Products and Pricing SpryPoint SaaS Products The business scope of SpryPoint's software-as-a-service application(s) are defined as follows: SpryCIS - Customer Information System SpryCIS will, at a minimum, provide functions and processes to support customer service and customer account management, meter reading and consumption/usage collection and information, meter equipment/inventory records and location data, other billing related inventory records, field service order requests, rate, fee and tariff storage to be used in mass calculation, billing calculation and production of billing statements, and financial processing to include processing of payments, adjustments, past due collections actions and notifications, unpaid debt processing, and financial reconciliations. SpryEngage — Customer Engagement Platform to SpryEngage will, at a minimum, provide the functions and processes to support Customer Self-Service and Engagement including: Customer Facing • Customer Registration & Login • Mobile Access via responsive web design • Customer Dashboard • Profile Management • Alert Sign-up & delivery • Guest Access • Interactive Consumption Presentation • Bill Display • Electronic Billing • Payment Processing • Electronic Forms Submissions Administrative • Administrative Dashboard • Reporting & Analytics • Customer Masquerading Confidential I Copyright©2022 SpryPoint Services Inc.All Rights Reserved 4 0 Exhibit B-Pricing Schedule v4-CLEAN.docx SpryIDM — Interval Data Management SpryIDM will at a minimum provide: • Storage and programmatic access to 3 years of interval data. • Access to interval data for meters, service points, and collections of meters. • Ability to standardize and normalize interval data that can be aggregated and analyzed and correlated to other data for presentation of interactive consumption charts of interval data to customers • Ability to automatically send alerts to customers (SMS, Voice, Email) for continuous usage (leaks) or other events. SpryMobile — Mobile Field Service SpryMobile will, at a minimum, provide the functions and processes to support: • Creation of short cycle work • Service orders, • Scheduling • Dispatch • Mobile deployment to field users, • Ability to accept, process, complete and utilize relevant data from SpryCIS, and to allow field users to process updates and notifications. • Ability to enter photos and notes • Task management • Entry of time and materials SpryBackflow — Cross Connection Control SpryBackflow will, at a minimum, provide the functions and processes to support the business process related to the maintenance of a cross connection program including: • Synchronization of customers and locations with SpryCIS • Maintain and manage backflow assemblies including physical location • Generate and deliver notices of requirement for test to customers • Track all correspondence with customers and testers • Allow administrators to review, approve or deny electronically submitted tests • Maintain list of testers including profiles • Provide self-service portal for testing community to update profiles and certifications • Facilitate electronic submission of tests from tester portal Confidential I Copyright©2022 SpryPoint Services Inc.All Rights Reserved 5 0 Exhibit B-Pricing Schedule v4-CLEAN.docx SaaS Pricing Schedule The table below provides the details of the SpryPoint Software-as-a-Service products purchased, the usage metrics and amounts, and the annual fees for the initial subscription term. SpryPoint SaaS Environments Environments Usage Metric Quantity Price per Annual Application Included during included after Subscribed metric Subscription Name/Module implementation* go-live* Amount for Initial term SpryCIS—Customer Production (1), Production (1) Active 60,000 $3.00 per $180,000 Information System Staging(1)Sandbox Sandbox(1) Accounts Active Account (1) in blocks of 500 SpryEngage— Production (1), Production (1) Active 60,000 $1.00 per $60,000 Customer Staging(1) Accounts Active Account Engagement in blocks of 500 Platform SpryIDM—Interval Production (1), Production (1) Active 60,000 $0.50 per $30,000 Data Management Staging(1) Accounts Active Account in blocks of 500 SpryMobile—Mobile Production (1), Production (1) Full Users 30 Full Users $100/per Full $42,000 Field Service Sandbox(1) Light Users users/month 10 Light Users $50/per Light t0 user/Month SpryBackflow—Cross Production (1), Production (1) Testable 21,000 $1.00 per $21,000 Connection Control Sandbox(1) Assemblies testable assembly per year Total Annual Fee $333,000 * Upon mutual agreement between SpryPoint and Client, other environments may be established for specific purposes throughout the implementation (Eg, Test & Train) and will not result in additional cost to Client. If additional dedicated environments are required post go-live there may be additional fees required. SaaS Software Usage Metrics Usage Metric Limitations stated above represent the maximum annual quantity of Usage Metrics over a 12-month period and are for Production Environment only. Client is licensed "up to" the Usage Metric Limitation. Usage Metric Definitions Confidential I Copyright©2022 SpryPoint Services Inc.All Rights Reserved 6 0 Exhibit B-Pricing Schedule v4-CLEAN.docx Accounts Accounts are defined as "Active Accounts" within the CIS. An account is no longer considered Active when it is ineligible to receive a Statement and is no longer subject to ancillary processes such as penalties, collections routines or external communication from SpryCIS. Active accounts are audited based on a variance of +/-500 accounts for the purposes of pricing updates as outlined in the auditing process below. Full Users Full Users are defined as users who can access all SpryMobile's functionality to create, edit, and share data. Light Users Light Users are defined as users who have read only access to data within SpryMobile. Archived Users Archived Users are defined as user accounts that are no longer active or required. It is the Client's responsibility to archive users. All records associated with the archived user are maintained within the application for data integrity and activity logging, but archived users are not able to login or access resources within the application. to Testable Assembly Testable Assembly is defined as an assembly which is associated with a location and is subject to test notices and test entry submission, regardless of the frequency of notices and entry. Usage Metric Verification Process Client has access to self-service metric usage on demand and within the Service. Client System Administrators can add or remove Accounts and Users as needed. It is the Client's sole responsibility to archive users in SpryMobile if they are no longer being used. SpryPoint may verify metrics through a quarterly audit and will bill any changes annually. Audit results will be shared with Client. Any use exceeding or decreasing from the usage metrics within scope and defined above will be subject to fee adjustments as indicated above. Fees accrue in the calendar month the excess use began and accordingly fees decrease from the calendar month of decreased use. For example, if in the first subscription year: Annual Subscription Invoicing of 25,000 Active Accounts = $75,000 Confidential I Copyright©2022 SpryPoint Services Inc.All Rights Reserved 7 0 Exhibit B-Pricing Schedule v4-CLEAN.docx • Quarter 1 Audit = An average of 24,900 Active Accounts during the quarter = $0.00 increase or decrease. • Quarter 2 Audit indicates an average of 25,300 Active Accounts during the quarter = $1500 increase ($3 per account x block of 500) prorated for the remaining term of the active subscription period (6 months), to be added to the subsequent renewal period. • Quarter 3 Audit indicates an average of 24,443 Active Accounts during the quarter = $1500 decrease ($3 per account x block of 500) prorated for the remaining term of the active subscription period (3 months), to be applied as a credit against the subsequent renewal period. • Quarter 4 Audit indicates an average of 24,900 Active Accounts during the quarter. Next Annual Subscription Invoicing for 25,000 Active Accounts: ($75,000* Renewal Year Escalation Rate of 3%) (($1500* Previous Year Escalation Rate of 0%) * (2/4)) to (($1500* Previous Year Escalation Rate of 0%) * (1/4)) $77,625 The average number of active accounts during per quarter is calculated as: (Total Active Accounts during the Quarter/3) SaaS Products and Subscription Initial Term The Initial Term of this agreement shall be for a period of five (5) years. Annual Renewal Unless stated otherwise, the Initial Term and any subsequent renewals will automatically renew for terms of 12 months, unless Client notifies SpryPoint of their intention not to renew. Confidential I Copyright©2022 SpryPoint Services Inc.All Rights Reserved rlExhibitB-Pricing Schedule v4-CLEAN.docx Annual Escalation When the initial term comes to an end, each subsequent renewal will be subject to a pricing adjustment which will occur at the higher of the following parameters: a) 5% per year b) in accordance with the change in the Consumer Price Index (CPI-U) for January of the renewal year, US City Average for all items ("CPIr") as published by the Government of the United States. The CPI will be determined based on the percentage increase in the CPI for the twelve (12) month period ending with the calendar month which is three (3) months prior to each anniversary of the Effective Date Initial Implementation Fees The description of the initial Implementation is included within Exhibit A - Statement of Work (SOW) of the Master Subscription Agreement. All invoicing, fees and payment Milestone schedules associated with the SOW are incorporated within Exhibit A. Those summarized Implementation fees are represented below: Implementation cost o Project Management $144,000 Deployment $1,600 Analysis $92,800 Integrations $46,400 Organizational Change Management $8,000 Reporting & Dashboards $36,800 Configuration $149,600 Data Conversion $83,200 Training $64,000 Testing $102,400 Mock Cutover $24,000 Cutover $32,000 Post Implementation Support $104,000 Total $888,000 Confidential I Copyright©2022 SpryPoint Services Inc.All Rights Reserved 9 0 Exhibit B-Pricing Schedule v4-CLEAN.docx Travel Expenses Travel expenses for the project of $75,000 is pre-approved and travel will be billed as incurred. Travel costs are estimated based on the following assumptions. Airfare Lodging Car Rental Per Diem Total Cost per $1,000 $800 $350 $350 $2,500 Travel Week Weeks 30 30 30 30 30 Total $30,000 $24,000 $10,500 $10,500 $75,000 Any travel required above the preapproved budget will need to be approved by Client through the change control process outlined in the Statement of Work. Billing/Invoicing Annual SaaS fees are due upon contract execution and will be invoiced in US Dollars at the yearly anniversary each subsequent year including any metric usage updates. Any Statement of Work or Change Order Fees will be billed according to the Payment Schedule determined within the associated Statement of Work. Below is the client contact information for the administration of all audit information, invoicing, and any technical administration: to Additional Terms Integrated Notification Services: The SpryPoint platform includes integrated notification services which can be enabled by Client for the purposes of customer alerts and notifications. SpryPoint's Notification services include: • Inbound & outbound SMS text messaging • Outbound voice messaging • Inbound & outbound email messaging The ongoing usage costs will be invoiced quarterly based on actual usage according to the following table._ Service Rate Inbound & Outbound SMS Messaging $0.02 / Message segment Confidential I Copyright©2022 SpryPoint Services Inc.All Rights Reserved 10 411 Exhibit B-Pricing Schedule v4-CLEAN.docx Local Outbound Voice Messaging $0.03 per minute i r Toll-Free Outbound Voice Messaging $0.03 per minute I Optional Random Short Code $15,000/year All fees are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges. Client will pay all communications surcharges associated with your use of the Integrated Notification Services. Communications Surcharges will be shown as a separate line item on an invoice. The character limit for a single SMS message is technically 160 characters. However, most modern phones and networks support message concatenation which means they split large messages into individual SMS messages (called "segments") and then re-create the large message at the receiving end. When Client sends an SMS message containing more than 160 characters, the message will be split into smaller messages for transmission. Large messages are split into 153- character 'segments' and sent individually, then re-assembled by the recipient's device. to For example, a 161-character message will be sent as two messages: one with 153 characters and a second with eight characters. SpryPoint will invoice Client for every segment sent. Confidential I Copyright©2022 SpryPoint Services Inc.All Rights Reserved 11