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Home My WebLink AboutRESOLUTION 2024-146 N.C.S. 11/18/2024 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Resolution No. 2024-146 N.C.S. of the City of Petaluma, California RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PETALUMA AUTHORIZING THE CITY MANAGER TO SIGN AGREEMENTS WITH STRADA GLOBAL, SPRYPOINT SERVICES INC., PLANTE MORAN,AND NICHOLSON STRATEGIC SERVICES WHEREAS, the City's current Enterprise Resource Planning (ERP) software solution, Tyler Eden, will be sunset in spring 2027; and WHEREAS, the replacement of Tyler Eden is a current Council priority; and WHEREAS, the City completed an RFP and selection process to choose the most robust software solution for replacement of Tyler Eden; and WHEREAS, the selection committee chose Workday, Inc. as the software solution to meet the complex financial and human resource needs of the organization, Strada Global as the implementation consultant to assist the City in implementing Workday software, and SpryPoint Services as the software solution and implementer for utility billing software; and WHEREAS, City Council authorized the City Manager to enter into agreement with Workday, Inc. on October 21, 2024; and WHEREAS, the selection committee has decided to extend the City's agreement with Plante Moran to include ERP implementation project management services,in addition to the original ERP selection services; and WHEREAS, the Human Resources director has decided to enter into an agreement with previous City contractor Nicholson Strategic Services for additional project management and subject matter expertise WHEREAS,pursuant to best practices and Council goals the selection committee recommends that the City enter into this agreement prior to the rest of the ERP replacement project contracts in order to obtain the significant discount; and WHEREAS, this action is exempt from the requirements of the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15378, as signing a software agreement does not meet CEQA's definition of a "project," because the action does not have the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, it is a fiscal activity which does not involve commitment to any specific project, and because the action constitutes organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. NOW, THEREFORE,BE IT RESOLVED,by the City Council of the City of Petaluma as follows: 1. Finds the foregoing recitals true and correct and are incorporated herein. 2. Finds that this action is exempt from the requirements of the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15378, as signing a software agreement does not meet CEQA's Resolution No. 2024-146 N.C.S. Page 1 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 definition of a"project,"because the action does not have the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, it is a fiscal activity which does not involve commitment to any specific project, and because the action constitutes organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. 3. Authorizes the City Manager to sign agreements with the following vendors, in substantially the same form as attached in Exhibits and incorporated herein by reference: a. Exhibit A: Strada Global b. Exhibit B: SpryPoint Services c. Exhibit C: Plante Moran d. Exhibit D: Nicholson Strategic Services Under the power and authority conferred upon this Council by the Charter of said City. REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Approved as to Council of the City of Petaluma at a Regular meeting on the 181h day of November Docusign€@Bp: 2024,by the following vote: ,�C� ity Attorney AYES: McDonnell,Barnacle,Cader Thompson,Healy,Nan,Pocekay,Shribbs NOES: None ABSENT: None ABSTAIN: None DF °a°signed by: F�T40 by- ATTEST:ATTEST: V�r�q— C City Clerk Mayor Resolution No. 2024-146 N.C.S. Page 2 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A This Statement of Work number 1:Workday Deployment(this"SOW"),effective as of November 18,2024, (the "Service Date"),is by and between City of Petaluma("City of Petaluma"or"Client')Strada U.S.Professional Services,LLC("Strada"or"Supplier"and,together with Client,each a"Party'and collectively the"Parties").This SOW adopts and incorporates by reference the terms and conditions of that certain Subscriptions Services Agreement,effective as of TBD,by and between[Client and Strada](the"SSA").Any amendment or modification of the SSA after the Service Date shall have no effect on this SOW unless otherwise agreed by the Parties.This SOW shall include the responses to the Requirements Traceability Matrix(RTM)that Strada and Workday had submitted to the City of Petaluma as part of the proposal. These requirements will be used to create the Requirements Design Guide(RDG)that is used throughout the project as a control measure to make sure all requirements are captured during the delivery process. Review of these items are done during the Architect and Configure stage of the project. Capitalized terms used but not defined in this SOW shall have the meanings ascribed thereto in the SSA.In consideration of the mutual covenants contained herein,and other valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties agree as follows: I.STATEMENT OF WORK TERM The term of this SOW will commence on the Service Date and shall end on 02/20/2026 unless sooner terminated in accordance with the Agreement or this SOW.Client may terminate this SOW for convenience upon notice to Strada at least 60 days prior to the service date thereof. II.PROJECT OVERVIEW/BACKGROUND This Statement of Work describes the Services related to the configuration,testing and deployment of the Workday solution as described herein(the"Workday Solution"or"Workday')and the Client Tenant for Client. Strada is not responsible for any services,tasks or functions not identified as a Strada responsibility herein unless otherwise agreed to under a Change Order or subsequent SOW.Client or its third-party providers and vendors shall retain responsibility for all services,tasks or functions identified as a Client responsibility herein.Strada may utilize deployment automation tools in the performance of the Services. The Workday Prescriptive Solution,module-level feature and functionality of the Client Tenant to be configured, tested and deployed by Strada includes the following: • Core HCM: • Benefits • Absence • Payroll • Time Tracking • Learning • Talent Optimization(Talent+Succession) • Recruiting • Core Financials: • Financial Accounting • Foundation Data Model • Banking and Settlements • Customer Accounts • Budgets • Business Assets 1 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A • Supplier Accounts • Expenses • Procurement • Projects • Grants • Reporting • Prism • Accounting Center • Financial Planning(previously Adaptive) In addition,Client has selected the following services provided by Strada Solutions: • Testing with Automation • Change Management • Readiness III.PROJECT DEPLOYMENT APPROACH Strada's Workday deployment methodology consists of the following stages:Plan,Architect&Configure,Test and Deploy.The specific tasks and deliverables to be completed within each of these stages are detailed in the Project Responsibilities section located in the Appendix.Strada's deployment methodology assumes the use of Strada specific tools,templates,and best practices.The schedule and fees are dependent upon the use of Strada's tools and methodology. IV.TIMELINE The Phase 1 deployment project is based on a 61-week project timeline.The timeline assumes a Plan Phase start date of December 30,2024(the"Start Date")with a move to production on December 5,2025,(the"Move to Production Date").It also assumes a formal project kick-off will take place the week of February 10,2025,marking the start of the Architect&Configure stage. Readiness activities begin December 2,2024,for a 6-week timeline. Stabilization support begins on the Move to Production Date and lasts for 8 weeks. The detailed project plan shall be developed and finalized during the Plan stage based on the timeline below, however,the project timeline may be modified slightly during the plan phase to meet the resourcing needs of the Client. Phase 1A—HCM/Pay/FINs: Readiness Planning Architect& Testing Deploy Post Total Configure Deployment Estimated 6 6 24 16 3 8 61 Weeks Start Date 12/2/2024 12/30/2024 2/10/2025 7/28/2025 11/17/2025 12/8/2025 12/2/2024 End Date 1 1/10/2025 1 2/7/2025 1 7/25/2025 1 11/14/2025 1 12/5/2025 1 1/30/2026 1 1/30/2026 2 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Phase 1B—Financial Planning: I I Planning Architect& Testing Deploy Post Total Configure Deployment Estimated Weeks 1 12 2 2 3 20 Start Date 10/06/2025 10/13/2025 01/05/2026 01/19/2026 02/02/2026 10/06/2025 End Date 10/10/2025 01/02/2026 01/16/2026 01/30/2026 02/20/2026 02/20/2026 Timeline 1. The timing and duration of this project timeline are a critical component of the estimated professional services for this scope of work.If the Start Date is delayed,Client acknowledges that Strada's ability to meet the target Move to Production Date is at risk. 2. Client acknowledges responsibility for identifying appropriate project resources to complete the Workday recommended training path(s)in alignment with the timing and duration of the project.Failure to complete or deferment of training will result in a risk to the project milestones,and critical artifacts. 3. Delays introduced by Client or Strada resulting in missed deadline dates for project milestones or critical artifacts will impact Strada's ability to meet the target Move to Production Date.Project milestones include but are not limited to Foundation Alignment,Customer Confirmation,and Vendor Workshops. 4. The Parties agree to review any replanning or modifications in the scoped effort of Strada resources as a result of timeline or scope impact through the Change Control Process.Strada will work closely with Client to identify the impacts of any delays and will discuss best available options before collaboratively determining next steps. V.PROJECT ASSUMPTIONS Employee Count and Geography Client has an employee population of 480 within the United States. The population may vary slightly over the course of the deployment;however,this population is the basis for scoping,planning,and pricing. Populations stated above reflect the estimated end-user population at the Move to Production Date.This includes but is not limited to full-time employees,part-time employees,contingent workers,agency contractors, independent contractors,temporary employees,seasonal employees,interns,and volunteers. Overall Responsibilities 1. Client agrees to utilize Workday's delivered business processes("BPs')across the enterprise.Business processes noted as modifiable in the assumptions section of this document may be altered to remove steps,reorder steps,or change role assignment where the role exists in the delivered Workday pre- configuration. 3 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A 2. Strada will provide foundation knowledge transfer to core Client project team members responsible for supporting the system in production.This knowledge transfer will be accomplished through the Client team's active participation in project milestones,artifacts,and other related activities. 3. Client will provide appropriate subject matter experts with decision-making authority for the duration of the project.These resources are required to participate in project milestones,artifact completion, maintaining updates in the Project Hub,and other project activities including but not limited to requirement gathering sessions,Foundation Alignment,Customer Confirmation,Vendor Workshops, testing cycles and cutover. 4. Strada will conduct a single set of sessions for all project related activities,meetings,or workshops.Client will own alignment and acceptance from internal stakeholders and global business process owners across all areas. 5. Strada shall have the sole right to utilize its implementation methodologies and other best practices and to supervise and manage its representatives performing the Services. Project Administration 1. The Strada Project Manager will be responsible for management of Strada owned tasks and responsibilities.The Client Project Manager will be responsible for management of Client owned tasks and responsibilities.Issues and tasks will be maintained in the Project Hub as described in Exhibit A. 2. The Strada Project Manager will be responsible for scheduling and setting the agenda for the project status meeting held weekly,not to exceed 60-minutes,as well as provide meeting minutes,when applicable. 3. The Strada Project Manager will act as the representative of the Strada team for the project status meeting.Additional Strada personnel will attend the status meeting based on the health of the project, timeline,workstream health or cross-functional escalations.The Strada Project Manager will ensure the status report is updated prior to the status meeting. 4. At the close of Readiness,Strada and Client Resources will work jointly to ensure each workstream has a weekly scheduled session not to exceed one hour. The sessions will include requirements review,testing support and knowledge transfer based on project timeline progress. 5. Strada and Client resources will be responsible forjoint management of maintaining the project RAID log, located on the Strada project Smartsheet workspace. Client project manager will be responsible for following up on Client-owned issues as indicated on the RAID log. 6. Client shall permit and arrange for access to Client records requested by Strada that are reasonably necessary to perform the Services under this SOW. 7. Onsite travel or participation will be approved via written approval. 8. Client will utilize Strada's system tools,templates,methodologies,and practices for deployment,including but not limited to:project work repositories,data storage,testing management,and an integrations database.A baseline inventory of tools and their purpose is included as Exhibit A. Any deviation from Strada's standard tool set that is required by Client will be subject to a change order to address Strada's additional effort and costs associated with using the non-standard tool(s).Tools usage includes but is not limited to the tools identified in Exhibit A. 9. The Strada team will use Strada laptops,and all secured data will leverage Project security data transfer protocols such as Strada MFT/Move IT.Using alternative or client laptops will require a change order and could significantly impact the project timeline. 10. Client is responsible for all aspects Steering Committee meeting including but not limited to scheduling, agenda creation,presentation,and meeting execution.Only the aligned Strada PMO resource(e.g., Project Manager,or Program Executive)will attend. If additional attendees are required or Strada is asked to prepare Steering Committee content,an additional Change Order will be agreed upon between the Client and Strada. 11. If at any time during the project,Client or Strada determines that the deployment approach is no longer appropriate,an immediate notification should occur to the Project Steering Committee so the effort can be re-planned,re-scoped and re-priced. 4 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A 12. Any modules and functionality not listed in Functional Configuration Parameters are out of scope. Additionally,any new functionality delivered by Workday in an update after the Architect&Configure phase of the project has been completed,as indicated by delivery of the end-to-end tenant,is out of scope unless set out in this Statement of Work or deemed an"automatically available"feature by Workday. 13. Relative to integration approach,Strada will build,and unit test each owned integration during the Architect&Configure stage.For outbound,unit testing is the process of verifying that the output file from the integration matches the requirements and the identified unit test cases are completed successfully. When possible,in the Architect&Configure stage,Strada will send a file for confirmation to the vendor to ensure that it passes basic formatting,transmission and structural needs.If not possible in the Architect& Configure stage,this will be done as part of End-to-End testing. For inbound,unit testing is a verification of the process to import a file to Workday.Securing a sample file from the integration vendor to support this test is the ideal approach.If this is not possible the Strada resource will mockup a test file and testing with the vendor will happen as part of End-to-End testing. a. Client will inform and secure necessary contacts for each in scope integration with the vendor prior to Customer Confirmation sessions. b. Client will provide specifications and answer discovery questionnaires for each interface prior to integration workshops conducted during the Architect&Configure stage. c. Client to provide contacts for all integrations in scope for setting up the initial vendor sessions at the onset of the Plan stage. d. Client is responsible for scheduling the initial vendor sessions,coordinating with the Strada integration team. e. Strada will conduct integrations workshops in the Architect&Configure stage for each in scope integration. f. Client will approve documented requirements during within 5 days of receiving draft documents from Strada. g. Strada will generate a design for each integration during the Architect&Configure stage that are Strada-owned or Shared Development. Strada and Client Obligations 1. Strada will provide Workday certified and experienced resources skilled in all in-scope domains(incl. emphasis on staffing consultants with experience in FDM,California local government Payroll,and Financial Reporting)to adequately and successfully fulfill Client needs within this deployment scope. 2. Client will commit the necessary resources and management to perform their obligations outlined in this SOW in a timely manner.Those resources will have appropriate training,subject matter expertise and knowledge of Client needs to perform their project responsibilities. 3. Client resources allocated to the project will receive the necessary Workday training to fulfill their project responsibilities in advance of the Customer Confirmation Sessions.Delays incurred due to resources not taking the relevant training will be the responsibility of the Client. 4. Client will identify their ongoing/administrative support resources at the completion of the Plan stage and validate those resources have received the necessary Workday training prior to the move to Workday production. 5. Both Strada and Client shall use commercially reasonable efforts to maintain the continuity of its project team throughout the term of the SOW.Should Client reasonably determine that an Strada employee be removed from the project,(a)Client will notify Strada and provide specific examples related to the business reason for such removal,(b)Strada will have an opportunity to take appropriate developmental or disciplinary action to prevent a recurrence of the issue based on feedback provided by Client and(c)if employee performance does not improve,Strada will,in good faith,replace the employee with a new team member within a timeframe that prudently enables a timely replacement(typically 5—7 business days)while allowing Strada to continue to deliver on its commitments set forth in this SOW. 5 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A 6. Solicitation of Personnel.Each Party agrees that it shall not solicit for employment any employee of the other Party or any of its affiliates that performed or received Services under any SOW with whom such Party had contact in connection with such Services during the term of such SOW and for a period of twelve(12)months after the earlier of:(i)its expiration or termination;or(ii)the employee's completion of his/her work under the SOW.Such restriction shall not apply to a Party's general recruiting activities that are not specifically targeted at employees or an employee of the other Party or any of its affiliates. VI.FEES AND INVOICING Based on the Project Scope,Project Assumptions and Project Timeline identified,Strada estimates professional Fees for this effort are a total fixed fee as indicated in the table below,exclusive of travel expenses. Strada will promptly notify Client at any time during the execution of the Project Scope of this SOW if a requested scope change could result in a change that would follow the Change Order procedure. The fees set forth in this SOW are valid for signature for up to 90 days from the service date denoted on the SOW. The fees are subject to change upon expiration of the 90-day term if the SOW signature is not achieved. Strada will bill Client for its Fees using milestone-based invoices triggered by Client's acceptance of the identified project milestone.If the project timeline changes at the request of the Client and there is agreement to modify the milestone payment schedule,this will be handled through the Change Order Procedure.The table below details the invoicing schedule with all monetary amounts expressed as US Dollars. Milestones Invoicing Schedule: Approx Invoice %of Total Acceptance Amount Payment Date Contract 1 5% Readiness Deliverables Complete 151,363t 2 15% Planning Deliverables Complete 454,086 3 20% Customer Confirmation Sessions Complete 605,448 4 25% End to End Tenant Build Complete 756,810 5 15% Cutover Plan Complete 54,086 6 10% Deploy Deliverables Complete 302,724 7 10% Post Stabilization Complete 302,724 Total $3,027,241 Client will reimburse Strada for the reasonable and necessary out—of—pocket travel expenses incurred by Strada in connection with the Services performed under this SOW,including air and surface transportation,lodging,car rental,and meals,in accordance with the Strada's Travel and Expense Policy.All travel to Client locations that may result in such expenses will be pre—approved by Client. 6 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Strada will invoice Client monthly for actual expenses incurred(expenses invoice)in the previous calendar month. Strada has estimated$200,000.00 in travel expenses for this project. Any travel expenses beyond this amount would need to go through the Change Order process.Expense invoices will include each Strada resource that had billable expenses for the calendar month,including resource name and total expenses.Any additional information required for payment must be identified in this Statement of Work. Financial reporting requests that exceed Strada's standard outputs may be subject to the Change Order procedure. Client will submit payment for all invoices within 45 days of receipt of the invoice by Client.Interest at three percent(3%)per year will accrue on all past due amounts from the corresponding due date until payment is received. Strada will communicate invoices and any supporting documentation via email.Invoices will be sent to the following Client contact: Name: Email: Client PO# If the PO#is not included in this Statement of Work,Strada will not be required to provide it on its invoices to ensure payment within the set payment terms. Travel Arrangements.Personnel assigned by Strada to perform the services requested by Client will at times be required to travel to Client.The specifics of the travel arrangement are further detailed in this Statement of Work. Personnel assigned by Strada will not be required to be at Client more than four(4)days during the week. Personnel will make no flight connections unless the layover is one and one half(1.5)hours or less.Personnel will make no more than one(1)connection if other options are available. Client will need to contract with Workday directly for Training and Delivery Assurance services that are required by Workday on every deployment,and which are not part of this Statement of Work.Workday can provide guidance on appropriate training for Client resources participating in the project effort. VII.CHANGE ORDER PROCEDURE Notwithstanding the terms of the Agreement,any modified or additional scope of services that are not contained in this Statement of Work will require a formal Change Order request to be created.Strada will inform Client of project cope variations at the end of the design workshops in the Architect&Configure stage.The Change Order Request will contain the following information: 7 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A • Description of scope change • Client requestor • Rationale • Cost • Any potential impact to project timeline • Any constraints/risks • Importance The Change Order Request will be reviewed and signed by the Client Project Manager and Strada Project Manager before Strada begins performing the new services and any associated costs are incurred.Delays in Client's agreement to a Change Order may result in the Change Order being fulfilled on a timeline later than the initial deployment move to production date. Any hours pertaining to Scope Assumptions(configuration,reports,interfaces,conversions)not implemented will be available for other scope areas as a mutually agreeable change order by the conclusion of Stabilization Phase for any new or existing requirements or services needed to complete the project. The Change Order will be employed to document the scope changes using a zero-dollar Change Order.Change Orders for new scope(e.g.,configuration,reports,products,additional services)will be monetary in nature,using the Fixed Fee Rate Calculation Tale below,once the pool of undefined scope is exhausted. Post-Production Services dollars of$99,000 are included in this proposal.If not leveraged for Change Orders during the deployment,the Post-Production Services dollars can be used on a T&M basis throughout Stabilization phase and the following twelve-month period,using the Application Management Support Role in the table below. Strada will issue a refund if the entire functional SKU is removed from the project scope.If such a removal occurs, the client will be entitled to a refund proportional to the value of the removed functional area.Partial removals, adjustments,or modifications to functional areas will not qualify for refunds. Fixed Fee Rate Calculation Table Role Rate Analyst $70.00 Senior Analyst $90.00 Project Coordinator $140.00 Consultant $200.00 Change&Training Consultant $200.00 Program Test Manager $240.00 Project Manager $240.00 Adaptive Lead $250.00 Program Executive $345.00 Application Management Support Consultant $220.00 8 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A 9 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A SIGNATURE This Statement of Work shall be attached to and incorporated into the Agreement and is subject to all the terms and conditions of the Agreement,except as modified herein. City of Petaluma STRADA U.S.PROFESSIONAL SERVICES,LLC By: By: Name: Name: Title: Title: Signature Date: Signature Date: 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Appendix Services Parameters Pre-Deployment Readiness Workday deployments are different than traditional on-premise implementations.Workday has a rapid and iterative deployment methodology,and you need to be prepared.Our readiness services will help you to identify potential gaps and actions that can be addressed now to reduce system deployment risks and to get ahead of project resource planning. Our proposed Services include the following key activities over a 6-week period: • Pre-deployment readiness workshops include: o Stakeholder Interview o Project readiness o Foundational readiness o Data conversions o Integrations o Reporting o Change Management readiness • Identify foundational items that can be addressed prior to the start of system deployment with a key focus on items such as organizations,staffing model,and job catalog. Introduce key design decisions such as position management approach,manager self-service approach,and system workflow guiding principles. • Stakeholder interviews with key PMO leaders and/or business unit leaders will be conducted to identify potential risks to the project,business concerns,etc. • These workshops allow a jump-start on deployment project planning including defining your project governance model,project timeline,project guiding principles,project resource needs,project team roles and responsibilities,and training needs. Test Management Services Essential Testing with Automation Area Scope Workshops • Test Lead Checkpoints and • Program Support meetings • Testing Workstream Kickoff • Introductions • Review Timeline/Project Plan • Test Strategy Review(Checkpoint) • Configuration Unit Test(CUT)Scenario presentation(Checkpoint) • CUT Execution Kick Off and lira training • Automation Tool Introduction • End to End Test(E2E)Scenario Workshop • E2E Execution Kick off Meeting • Integration Test Approach • Defect review meeting support • Phase Exit Meetings • Client testers will manually test approximately 20%of the E2E testing volume,and for automation to uniquely test approximately 80%of testing scope.The Client will 11 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A review,evaluate,and approve the automation testing volume to ensure that the system is fit to operate Artifacts • Test Strategy • Test Plan • Weekly Program Test Status Report • Project Plan • CUT Scenario Presentation • Baseline CUT Test Scenarios • lira Training Presentation • lira Cheat Sheet • E2E Test Scenario Presentation • Workday Touchpoints • E2E Baseline Scenarios from Automation Tool • Integration Test Approach • Integration Tracker/Schedule Template • Example Integration Test Scenarios • Example Integration communication emails • Weekly Testing Metric email during CUT and End to End • Phase exit workbooks(CUT&E2E) • Summary extract of Ara scenarios&bugs ira testing • Set up project ool • Add Ara dashboards support . Add Executive Summary reports • Add users • Load test scenarios • Load conversion defects • Audit Ara Change Management Services Lead and Execute model Activity/Deliverable Comments Using Strada's template,perform high-level analysis to determine specific stakeholders and stakeholder groups that require regular change Stakeholder Analysis management interaction;City of Petaluma to provide inputs. Using Strada's template,perform detailed analysis in conjunction with functional/technical SMEs to capture key variations from current state to future state;changes may be technical,policy,process,cultural,or Impact Analysis organizational in nature.City of Petaluma to provide inputs. Establishes the overarching framework for the Change Management Workstream;includes overall scope,overview and goals,framework for Change Management Strategy delivery,risks and success measures,and a high-level timeline. Communication&Engagement Plan, Detailed approach that reflects target audience,key messages, including delivered communications communication channels,etc.;to ensure that key messages are 12 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Activity/Deliverable Comments communicated in a controlled fashion,to the right audiences,at the right time,in the right manner.Includes up to 25 delivered communications. Detailed,role-based approach that reflects training objectives/approaches for each activity for key audiences;includes the following: • Up to 30 job aids • One microlearning video Training Activity/Deliverable Plan, • One concept deck including training materials and delivery • Up to 20 hours of co-facilitation support via train-the- trainer/instructor-led training Plan to engage with change network participants on a regular(i.e., monthly)basis to form basis for two-way feedback,localized support and Change Network Plan,including buy-in;includes five sets of materials associated with facilitation.Actual materials facilitation,including logistics,to be retained by the City of Petaluma. Development of strategy for ensuring the organization is ready to sustain change over time,achieve target adoption rates and prepared for ongoing Sustainment Strategy tool releases.includes counsel on Workday-provided support resources Metrics-based approach to validate that end-user readiness/adoption is on track to achieve target levels: • Series of pre-go live(two)and post-go live(one)pulse surveys that provide insights into effectiveness of change management efforts.Includes review of findings and strategic recommendations(if necessary) Measurement:Business Readiness, • Identification of metrics/measures that serve as indicators of Adoption Measurement attaining target adoption levels Development and ongoing management of work plan for the Change Detailed Work Plan Management workstream Assumptions • Strada will retain leading role/execution of change management activities and deliverables as the overall workstream progresses • Strada will provide access to tools,templates,consulting support throughout the deployment • Strada will provide project management support for the change management work,including a detailed plan and review schedule and PMO reporting • Core communication audiences for Strada-led materials includes business-facing/Field HR,Finance Professionals,Managers and Employees;focus is on"enterprise"materials;smaller audiences with unique needs and/or tailoring are client-retained(e.g.,"targeted") • Client will own the distribution of communications,training,and readiness surveys • Core training audiences for Strada-led materials includes business-facing/Field HR,Finance Professionals, Managers and Employees;excludes super users,project team members,Operating Model/Tier 1 support, etc. • Job Aids provide step-by-step instructions and are single-sided/created in Word and PDF 13 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A o HCM-specific job aids are two-to-three pages in length o Financials-specific job aids are four-to-six pages in length • Training/microlearning video is a short(1-3 minutes in length)recording of the system that provides tool navigation overviews.It includes supporting text on the screens,with audio,created in Camtasia. • Concept deck provides an overview of basic Workday concept(s).It includes up to 15 slides(with speakers notes),created in PowerPoint • Strada to provide co-facilitation support for train-the-trainer/instructor-led training of up to 20 hours; client to provide co-facilitation support plus retain ownership for coordinating all logistics(e.g.,distribute invites,secure rooms,etc.).Presentation style materials are comprised of a PowerPoint deck(one version),up to 20 slides(plus speakers notes). • Client owns deployment and logistics associated with end-user training,including determining overall deployment approach,course sequencing,and delivery schedule;strategy for storage and access to end- user training materials;and coordination of logistics such as distribution of meeting invitations, registration,conference room schedule,participant tracking,etc. • Strada will provide a workstream Subject Matter Expert(SME)to review training and communications content for technical accuracy • Client will provide SMEs review and approve training and communications materials based on a pre- defined development schedule • All communication and training materials are subject to a three-draft review/approval process(first, second,final)and are provided in American English;any needs for translation of materials are the Client's responsibility • Change Management is dependent upon a Client's tenant to capture screenshots for communications and training materials • This solution is targeted for the go-live date;to the extent feasible,training materials will be built with a long-term sustainability lens • Strada will support the development of the Change Network approach,including the development of materials(i.e.,up to five sets of monthly 15-page PowerPoint decks with speakers'notes,FAQ).Client will retain the identification of Change Agents and management of the overall network. Functional Configuration Parameters This appendix identifies the assumptions associated with the deployment approach.These parameters encompass the recommendations on scope volume or exclusion based on the availability of pre-configuration to accelerate deployment for the initial go live. Column Definitions The following table clarifies the columns included in this appendix. Column Name Column Description Functional Area Functionality provided within Workday or scope groupings such as Modifiable Business Processes(Modifiable BPs),Reporting or Data Conversion.This section also captures features not deployed as part of scope for Initial Go Live,which does not preclude the customer from deploying it at a later time,it only limits the functionality from the initial go-live to define a manageable scope that can be configured,tested and deployed within the timeline of the deployment. Feature Definition Clarification or definition of Functional Areas or Scope Areas 14 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Column Name Column Description Scope Assumptions Values • In Scope=will be configured for customer where necessary to meet customer's business requirements within reasonable ranges given the SOW employee count and geography • WD Delivered=Workday Delivered functionality or pre-configuration provided on an as-is basis • Up to=a boundary on configuration volume for the functional area to aid in scoping effort for Strada and Client teams Thresholds in the scope assumptions column are considered maximum scope,actual volumes deployed is based on what is provided by Client.Reducing or increasing volumes in the scope assumptions listed below might not always have a direct impact on cost estimates,depending on the amount of foundation configuration required for the entire area of work.(For example,creating an additional salary plan does not take the same amount of time as creating the first one as it can re-use some of the configuration done previously.Similarly,reducing the scope by 1 salary plan will not have a significant impact on the overall effort,as the foundation configuration needs to be done for the remaining plans anyway.However,the number of Absence or Benefit plans,due to their potentially complex nature,is more likely to have a direct impact on the effort and cost.Hence,any change to scope and its potential impact on the project duration and/or budget will need to be assessed on a case-by-case basis).Delivering less than a declared threshold does not amount to a"service credit"to be used elsewhere. Foundational Functional Area Feature Definition Scope Assumptions Organizational Management Organizations are groups of In Scope resources,workers,costs,and other organizations for business process routing,security,analysis,and reporting.Along with roles and hierarchies,organizations are part of the foundation that provides configurable and contextual security within Workday.The way that organizations are configured influences everything from staffing models and role assignments to physical locations and reporting. Address Localization Workday formats address based on In Scope location Staffing Management Position Management vs Job In Scope Management Staffing model Contact Information Employee's primary and additional In Scope Phone,Address,Work,Email Data 15 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Personal Information DOB,Place of Birth,marital Status, In Scope Race Ethnicity,Citizenship Payment Elections Check,direct deposit information In Scope Job and Position Assignment All workers are assigned to a specific WD Delivered position vs Job Management-no defined quantity Supervisory Organization and Supervisory Organizations group One Supervisory Hierarchy Hierarchy workers into a management hierarchy.Supervisory Organizations can be a business unit,department, group,or project.Jobs,positions, and compensation structures are associated with supervisory organizations and workers are hired into jobs or positions associated with a supervisory organization.Each worker can only be a part of one supervisory organization. Locations and Location Hierarchy Locations where workers work; Up to 500 Locations in One Location Hierarchy is a roll up of the locations Hierarchy with the workers and is used for reporting purposes Region and Region Hierarchy Customer-specific regions reflect the Up to 50 Regions in One Region area of responsibility for a worker Hierarchy instead of work location Companies and Company Reflect your legal entities.There Up to 25 Companies in One Hierarchies should only be one FEIN per Company Hierarchy company.Hierarchy is a roll up for reporting purposes. Cost Centers and Cost Center Cost centers are used to group Up to 500 Cost Center Organizations Hierarchy workers by related revenues and in One Cost Center Hierarchy expenses.Track financial transactions and HCM transactions with a financial impact,such as hiring or terminations Custom Organizations and Hierarchy Additional organization used when Up to 2 Custom Organizations in One WD orgs will not capture client's Custom Organization Hierarchy organizational requirements. Currencies Currency rate types enable you to In Scope establish more than one conversion rate for the same currency pair and time period. 16 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Pay Groups A group of workers defined to have Up to 5 their pay calculated and processed together.Workers in a pay group must share the same period schedule. Employee Types A user-defined type that you assign Up to 7 to each employee when the employee is hired.Primarily informational only;you can search or filter employees by their employee type.However,you can designate a type as Fixed Term Employees,and employees of that type have fixed end dates of employment. Contingent Workers Contractor,Consultant,Vendors,etc. In Scope Pre-Packaged Business Processes Standard business process used by Business Process Framework for all most organization for transactional orgs,manager,and employee self- purposes service Language Support(Translations) This covers the translation of client English Only provided data within the available Workday fields Delivered Security Model Assign security at the top level of the WD Delivered hierarchy,then uses WD's inheritance for visibility and support Two Factor Authentication 2 step authentication process for In Scope sign on Mobile Mobile functionality for security WD Delivered groups activated for the following functionality:People Directory with search,Organization Chart, Workfeed Inbox,Self-Service tasks, Announcements,Time Entry,Time Off,Pay slips,Expense Reports, Worker Profile,Personal Notes, Performance Reviews,Delivered Dashboards&reports only Standard Notification Templates When Workday uses an email WD Delivered notification template,it constructs the message configuration from the specified elements in order Standard Dashboards&Analytics Workday delivers dashboards with WD Delivered worklets that are specific to them. 17 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Reporting Reports delivered by Workday as Standard Dashboards&Analytics part of their reporting library. 500+Delivered Workday Reports Data Conversion Ties the employees to all functional Scope is defined for each respective area's configuration data functional area below Workday Today Workday delivered home page WD Delivered including 4 standard cards. Workday Assistant Delivered digital assistant help for WD Delivered end users within Workday. Funds Funds are used to manage how Up to 150 clients consume their grants.Fund worktags identify the sources of funding when associated with spending activities on awards.These worktags are typically Federal,State, and Other. Financial Custom Worktags Up to 2 HCM Parameters Core Human Capital Management(HCM) Functional Area Feature Definition Scope Assumptions Core HCM The Core HCM module includes the following features and functions: • HCM Basics • Basic Compensation • Set-up,manage,and report on contact information such as address,phone numbers, and email addresses • Set-up and manage In Scope compensation guidelines (grade,grade profiles,grade steps),compensation basis, and eligibility rules • Define job families,job profiles,job classifications, management levels,and other job-related setup data 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A unctional Area Feature Definition Scope Assumptions Organizations(Supervisory,Cost Supervisory Organizations-group Up to 1 Hierarchy per organization Center,Company,Region,Location) workers into a management structure and Associated Hierarchies hierarchy. Cost Center-used to group workers by related revenues and expenses. Companies-are the primary organization type used by Workday Financials.A company in Workday equates to a single tax ID within your enterprise,based on your configuration. Region-Customer-specific regions reflect the area of responsibility for a worker instead of work location. Location-represents a work location that will include the physical address as well as additional details such as email and phone number(s). Establishments Establishments support compliance In Scope with local regulatory reporting by combining a worker's legal entity and location. Employee and Manager Self-Service ESS—Phone,Address,Work,Email In Scope Data,DOB,Place of Birth,marital Status,Race Ethnicity,Citizenship MSS—Hire,Change Job, Compensation Transaction, Termination,and other processes that pertain to their direct reports 19 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Job Catalog Job Families&Job Family Groups- Up to 20 Job Family Groups help to organize and group job Up to 50 Job Families profiles,as well as allow you to use Up to 300 Job Profiles these groupings as criteria in condition rules or compensation eligibility rules.Job profiles can be added to a job family,and job families can be added to job family groups. Job Profiles-enable you to describe general characteristics of a position and identify special skills,training,or other qualifications.A job profile can be assigned to multiple positions or workers. Position Management Staffing Position management staffing model Up to 5,000 Positions for Active Model is used when a single position is Workers created to be filled.To hire, promote,demote,contract or transfer into a position,there must be an approved and available position as of the worker's start date.Positions can open after a job change and can be moved from one supervisory organization to another as part of a job change.A position can be closed if it is no longer needed. Shifts Captures employees working within Up to 5 a different time during the day. Often used for reporting. Delivered Security Groups,Roles The security group and role links the WD Delivered assignee allows an employee to view or view and modify access Management Types&Management The management level hierarchy Up to 9 Management Type values in Level Hierarchy allows a customer to define the One Hierarchy hierarchy of management levels such as manager,vice president,and so forth.Management levels can be used for reporting or in the creation of condition rules and business process workflow,as well as eligibility rules. Personal Data,Contact Information, Employee personal information In Scope ID Information 20 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Emergency Contact Information Employee Emergency Contact In Scope Employee Photos Pictures within WD In Scope Education A library of schools,degrees,and In Scope fields of study can be set up in Workday,and workers and can use these to manage their education record on the worker profile. Educations can also be assigned on the job profile. Job History Employee's job history in profile In Scope Language Tracking Enables language proficiency level Includes delivered languages,ability tracking for employees types and proficiency levels Service Dates Allow the customer to bridge the In Scope gaps between dates of employment Worker Types Categorization of worker type for In Scope legal purposes Job Requisitions Is a process used to request a hire In Scope Multiple Jobs An employee with a primary job or In Scope position can be assigned to another job or position.The additional job can have a different supervisory organization,compensation rate, pay rate,scheduled hours,location, or job profile. Employees can have a number of additional jobs. Contingent workers can't have additional jobs. Configuration of Safety Incident Injury/Illness types,Body Parts, In Scope Tracking Incident Types,Health Worker Types, Health Facilities and Treatment Types,Government Reporting Agencies. Basic Compensation Management Functionality to support Grades, WD Delivered Grade Profile,Compensation Package,Hourly Plan,Salary Plan and Period Salary 21 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Compensation Package A compensation package is a Up to 1 grouping of compensation guidelines (grades,grade profiles,and their associated steps)and plans that you can assign to workers as a set. Packages provide a quick view of the eligible plans for a particularjob or group of employees. Delivered Compensation Basis A compensation basis groups WD Delivered compensation components to define estimated earnings for different employee populations. Salary Plan Salary plans within Workday are Up to 2 assigned to eligible employees.For amount-based and unit-based plans, you can include or exclude the prorated compensation for employees assigned to a specific plan based on their full-time equivalent hours percentage(FTE%) as a default on the salary plan. Eligibility rules are created to determine which employees are eligible for the plan. Hourly Plan Hourly plans designate Up to 1 compensation for hourly employees. Eligibility rules are created to determine which employees are eligible for the plan. Allowance Plans Allowance plans are payments Up to 15,excluding reimbursable included as part of an employee's allowance plans pay and could include something as common as car or cell phone allowances to vouchers for movie tickets.The allowance plan can be: •Amount based •Percent based •Unit based One Time Payment Plans Facilitate ad-hoc payments to your Up to 5 employees Period Salary Plan A plan that enables you to assign Up to 2 extra months,weeks,or days of pay to employees 22 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Compensation Statements Wage Theft Prevention Notice: 1 Delivered Wage Theft Notice and Written notice of wage rates to one additional configurable Wage employees Theft Notice Total Rewards:Statement that 1 simple Total Rewards statement displays a breakdown of base pay, without Payroll results bonuses,health and other benefits, stock,commissions,etc. Union Unions track and report on union Up to 11 membership for workers. Probation tracking Configuration of reasons to support Up to 11 reasons and rules this along with probation period eligibility rules to define who is eligible for certain probation period requirements. Collective Agreement Set up collective agreements as a Up to 6 stand-alone business process or as a sub process of the Change Job business process to specify how local labor laws apply to your business. Modifiable Bps Use pre-configured Bps • Hire Employee • Terminate Employee • Create and Edit Position • Change Job • Request One Time Payment • Request Compensation Change • Contract Contingent Worker • End Contingent Worker Contract • Propose Compensation Hire • Propose Compensation Change • Event Categories and Reasons Reasons for transactional purposes In Scope that can be used for reporting Tenant Branding Look and feel of Workday production Up to 1 logo,1 banner,and 1 mobile tenant. logo Announcements Communication on worker's home Up to 1 for onboarding page. 23 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Data Conversion Process of applying all . Up to 3,500 Workers organizational,compensation, Including Associated employee,financial and data Personal Data configuration to an employee in . Up to 7,000 Terminated order to populate the Workday Workers(Using Former tenant. Worker Object) • Job and Compensation History-Unlimited"History from Previous System(Post production) . Includes Loading of Employee Photos . No Transactional History . Attachment of Third-Party Documents out of Scope Dashboards A grouping of reports and Other standard dashboards as information accessed on a single delivered by Workday view. Onboarding Functional Area Feature Definition Scope Assumptions Onboarding Setup Welcomes the new hire and provide WD Delivered them with Helpful Contacts and'People to Meet'during their first day or week of employment Bulletin Worklet for Bulletin worklets deliver tailored Up to 10 Onboarding messages to different groups of workers.Condition rules can be defined with each message to determine who receives the message. Custom Onboarding Gives managers a starting point for Up to 10 Templates engaging new hires onto their teams. You can create custom templates for different organizations or worker types and match them to new hires based on eligibility rules.You can then send them to managers so that they can customize the content in the From My Manager and Helpful Contacts worklets. 1-9 Functionality The electronic Form 1-9 is for newly WD Delivered Functionality hired and rehired employees who work in the U.S. 24 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A unctional Area Feature Definition Scope Assumptions Setup 1-9 Create electronic Form 1-9s for U.S. WD Delivered employment verification. Onboarding Dashboard Configurable dashboard with new hire In Scope information Reporting WD Delivered Reports Modifiable Bps Additional validation or condition rules . Onboarding(15 Documents in added to multiple steps of a BP for Review Step routing purposes • Onboarding Setup Data Conversion N/A Excluded from Scope Benefits Functional Area Feature Definition Scope Assumptions Benefit Groups(Including Benefit Groups are used to define a Up to 4 for active workers Eligibility Rules) population of workers who qualify for similar benefits plans,rates,and processing.Workday enables you to create benefit groups dynamically using eligibility rules to define membership criteria.The workers who meet the criteria specified in a Benefit Group eligibility rule are automatically assigned to that group.For instance,benefit groups can be created based on eligibility rules that assign executive management staff to one group, salaried employees to a second group, and hourly employees to a third group. Benefit Plans(including Benefits Plans define the coverage levels Up to 50 plans all components,such as or amounts available to employees Retirement Savings Plans-Only for eligibility rules,coverage enrolling in an insurance,health care, outbound CCB demographic data and/or tiers,and rates) defined contribution or spending inbound Elections account plan.Benefit Plan also identifies the populations(e.g.,employee, employee+spouse,employee+ children,etc.)eligible for benefits. Finally,it provides restrictions on the age(s)of the covered dependent(s)as well as plan rates and costs. 25 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Benefit Eligibility rules Create the condition rules that Workday In Scope uses to identify an employee's eligibility for a benefit group,or plan,or Rules based on custom Id's,custom dependent's eligibility for benefits. fields or hours worked excluded Retiree Benefits Ability to maintain benefit entitlement In scope;1 Benefit group and up to 2 and eligible for employees who have Benefit Plans retired from the organization. A benefit group and the benefit plans dedicated to managing retirees and/or their surviving spouse. Medicare Tracking/Split Tracking Medicare coverage and In Scope Dependents enrollment information for employees, retirees or eligible dependents to coordinate benefits based on Medicare coverage to determine the primary and secondary payer on medical expenses Reinstatement Events An event in the employee's life that Out of Scope gives the employee the opportunity to change benefit elections due to a return from leave or rehire. This configuration can allow rehires/returnees from leave to default into their previously elected benefits. Passive Events Passive Events are used to identify Up to 3 employees,or an employee's dependents,which are either gaining or losing benefit plan eligibility because of the passage of time.You can configure whatever passive events to suit your business needs for the milestones that occur. Enrollment Event Types An event in the employee's life that Manage Benefit Enrollments Due to gives the employee the opportunity to Eligibility Changes and Life Events.Pre- change benefit elections.These include configured Staffing Events and Section staffing changes(such as getting hired 125 core events. or promoted)as well as life events such as marriage and childbirth. Up to 4 additional events 26 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Enrollment Event Rule Enrollment Event Rules are rules that One Pre-Configured Enrollment rule for determine how benefit groups receive Sec 125 events. their benefits which are based on factors such as coverage begin/end Client input limited to coverage begin, dates,max coverage level,waiting coverage end,deduction begin, periods,evidence of insurability, deduction end,and EOI Rules. etc. Enrollment events result in a gain or loss of benefits coverage and include open enrollment and benefit events such as a new hire and termination. Benefit Defaults Workers may be defaulted into a plan or In Scope plans during a benefit event if no active elections are made. Manage COBRA Eligibility COBRA records can be created for Designations for Participants Who Lose eligible workers and dependents based Coverage on configured reasons.These records can be passed to the COBRA provider via integration. Manage Evidence of Evidence of Insurability records can be In Scope Insurability created during applicable benefit events based on configured rules.Benefit Administrators can use a delivered report to track and eventually approve or deny employees pending EOI approval. Cross Plan Enrollment Rules Coverage options available to workers Up to 5 during an enrollment event based on their choice of other benefit plans and coverage amounts.For example,you can limit coverage in a specific plan to a percentage of the total coverage in one or more other benefit plan Derived Coverage Targets Coverage targets are automatically In Scope determined based on the selected covered dependents during an enrollment. Open Enrollment Benefits enrollment process for Up to 1 Open Enrollment event employees configured and tested Enrollment Instructions Instructions on each page of the In Scope enrollment screens to provide worker with additional pertinent information 27 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Core ACA Functionality:ACA ACA eligibility and processing In Scope Measurement Periods and For new hires,Workday uses passive Eligibility,ACA Dashboard, events to determine eligibility for Stability Period=1 Calendar Year Setup for 1094-C and 1095-C benefits according to the Affordable aligned with Open Enrollment Reports Care Act standards.Passive events, using the ACA Measurement Period Eligibility Rule type,determine: •Whether a measurement period must be recorded. •Whether a worker's hours during a measurement period make the worker full-time. The result is defined in the Qualified As ACA Full-time field.Next,the condition rule called If there is an effect on employee benefits?Determines whether a benefit event is created.For ongoing workers,Workday uses open enrollment to determine eligibility for variable hour,part-time employees. When you add the Qualified As ACA Full- time field to eligibility rules for the benefit group and plan,those workers are now considered for open enrollment Modifiable Bps Use pre-configured Bps . Change Benefits for Life Events Can add up to 3 steps to the Change . Dependent Event Benefits for Life Events BP . Change Benefits . Passive Event Data Conversion Conversions resources will load Current . Current Benefit Elections Benefit Elections,Dependents& . Dependents&Beneficiaries Beneficiaries,and Medical History for . Medical History for Current Current Year for ACA Reporting into Year for ACA Reporting testing and production environments.If . Benefit Annual Rates applicable,Benefit Annual Rates will be . ACA Worker Hours and Wages loaded.ACA Worker Hours and Wages (ACA historical Setup will be loaded for a maximum of one assumptions-1 group and 2 benefit group and 2 historical medical plans,1 self-funded&1 fully plans,1 self-funded&1 fully insured insured) US Payroll 28 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A unctional Area Feature Definition Scope Assumptions Pay Components Earnings and deductions,also known as pay Up to 330 earnings and (Earnings and components,are the fundamental building blocks deductions Deductions) of payroll calculations. No more than 15 complex earning Complex pay components are payroll calculations calculations. that are using tables or more complex calculations than rate x unit. Does not include Taxes and Garnishment deductions,which are WD Delivered. Pay Accumulations,Pay Pay Accumulations-A pay accumulation is a set of Up to 25 pay accumulators,pay Balances,Pay earnings,deductions,pay component-related balances,custom pay component Component Groups calculations,pay component groups,or other pay groups. accumulations for which Workday can calculate a total.You specify which values to add or subtract. Up to 2 custom balance periods Pay Balances-Over a balance period that includes multiple gross-to-net results(such as quarter-to- date,year-to-date,or fiscal periods),you can set up pay balances to calculate a combination of: •Earnings •Deductions •Pay-component-related calculations •Pay component groups •Pay accumulations Pay Component Groups-These are added to the Earning and Deductions codes in order to accumulate the right amounts on the run categories when running pay calculation.For example,the PCG"Adds to Gross'is added to earnings such as Hourly Pay,Salary Pay,Holiday Pay,etc.and is also added to the run category pay accumulation"Gross."Anytime a pay calc is run, everything that"Adds to Gross"is calculated,as well as the other PCGs tied to the run category. Net Pay Validation and Net pay validation and arrears tracking and In Scope Arrears recouping rules in the event of a negative net pay scenario. All employees follow same arrear rules Retro Processing Use Strada POV for supported events In Scope Off-Cycle Payments Off-cycle payment transactions occur outside of a Up to 5 Reason Codes regularly scheduled(on-cycle)pay run and include: •Manual payments made to employees outside of Workday Payroll,such as check or cash. •On-demand payments that replace or add to an employee's on-cycle payments. •Reversals that back out of an employee's completed pay calculation. 29 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Payroll Involuntary Workday provides rules for processing these types WD Delivered configuration,with Withholding Orders and of income withholding orders: noted conversion limitations Deduction Recipients •Bankruptcy •Creditor Garnishments •Federal Administrative Wage Garnishments •Federal Student Loans •Federal Tax levies •State tax Levies •Support(including Lump Sum) •Wage Assignments Workday also supports these types of income withholding orders issued by Puerto Rico when the employee works in a state other than Puerto Rico: •Creditor Garnishments •Support Orders Based on state and federal law,Workday: •Determines the amount to withhold from the employee's disposable earnings,including arrears and any agency and employer fees. •Applies withholding limits and sets garnishment priorities. •Follows statutory rules to determine what to withhold for each order when: o An employee has multiple orders. o The amount to withhold exceeds the limit. Deduction Recipients-Record information for a third-party deduction recipient,including the: •Recipient. •Contact information. •Method of payment. •Bank account details. Pay Groups Up to 3 Pay Run Categories Up to 1,which includes"Regular" Period Schedules for Indicates processing frequency(monthly,biweekly, Up to 2 Payroll semi-monthly,etc.),period start and end dates, payment dates,and forward accruals.The period schedule is assigned to the pay group(like the run category). Shift Differential Shift Differential Calculation tags time blocks Up to 5 Calculation between certain hours so that you can pay in/out workers a shift differential. 30 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A unctional Area Feature Definition Scope Assumptions Fiscal Posting Intervals, The payroll accounting elements required to pass Up to 1 per each payroll,shared Schedules,Summary payroll expenses to Workday Financial by all Companies;calendar year Schedules,Fiscal Years Management,including accounts,account posting only rules,fiscal schedules,and ledger types. Journal Sources,Ledger, The payroll accounting elements required to pass Up to 1 shared by all Companies. Ledger Types,Account payroll expenses to Workday Financial Sets,Account Posting Management,including accounts,account posting Account posting rules up to 1 Rules rules,fiscal schedules,and ledger types. Dimension Labor Costing Specify how to allocate employee earnings and Simple Worker Costing Allocations employer-paid expenses to the organizations and Up to 3 Dimension locations you define. Workday represents organization types and locations as worktag types(also called dimensions). Payroll Tax Filing Workday can send periodic,quarterly,and annual In Scope,leverage WD Delivered Configuration tax information from Workday Payroll to a third- standard configuration party service provider using a tax filing integration. Payroll tax for Federal/State/Local Jurisdictions will need to be configured during implementation then maintained by Payroll or Tax administrator. Companies The primary organization type for Workday Up to 1 Unique EIN for payroll Financial Management.All financial transactions are for a company,and most financial reports are run in the context of a company,such as balance sheets and income statements.Workday recommends that you create a separate company for each internal entity with a separate tax ID. Financial Institutions Up to 2 Bank Accounts Define the business entities that provide company Up to 2 financial and banking services and have bank accounts,define branches of a financial institution, establish standard bank accounts at a financial institution,and establish petty cash accounts. Routing Rules Bank routing rules determine the bank accounts Up to 2 the settlement process uses to route payments that you initiate in Workday.These rules apply only to payments involving standard bank accounts,and not petty cash accounts. 31 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Check Layouts Workday delivers 3 business form layouts for Up to 1-WD Default checks and advices.Each layout contains a (The expectation is the Workday metadata XSL style sheet that defines the default paycheck will work as delivered.If placement of fields,company logo,and signature any changes are needed a CO will on checks and advices.To customize the default be required.) configuration,you can create XSLT check print layouts. The layout that Workday uses at print time depends on whether the printout is a: •Financial check. •Payroll check. •Payslip Pre-Note Reduces the number of Automated Clearing House In Scope (ACH)payment rejections by sending pre-note transactions to validate electronic banking information. Payment Election Rules Workday allows payment election rules to define Up to 1 choices for receiving and making payments,such as: •Methods of payment:check,direct deposit,or manual. •Number of allowed payment methods. •Number of allowed payment split distributions. Pay Group Automatic Rules to propose a default pay group for worker Up to 3 Assignment Rules when assigning a pay group Audit Report Workday allows you to set up exception audit WD Delivered configuration reports to display exceptions on Workday delivered reports.Also,you can set up audit reports that compare results across periods, flagging exceptions for further investigation. Company Federal,State Workday Periodic,QTD,and Year End reporting WD Delivered and Local Payroll Tax can be viewed for Federal,State,and Local taxes Reporting via the delivered Tax Filing reports Payroll Reporting Codes Reporting Codes capture Geographic Code, In Scope,leverage WD Delivered Occupational Code,Branch Code,Location Code, Configuration with Client values. Unit Number,Multi-Unit Number,Unit Code,or Unit Number to be reported for various states on the QTD tax file. 32 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions W-2 Configuration Workday provides default W-2 form configuration Includes W-2 mapping only, and a View W-2 Box Configuration report that leverage Strada Delivered payroll administrators can use to view and edit the Configuration W-2 form configuration for year-end processing. Boxes that are not populated by default will need to be populated by the Payroll Administrator or Partner(earnings,deductions,and pay component-related calculations to calculate and display). FLSA Work Period When you process payroll,Workday follows the Leverage Strada Delivered Calendar Rules FLSA work period calendar rules to assign workers Configuration to the associated FLSA work period calendars and calculates their FLSA earnings based on those work periods Tax Integrations Workday can send periodic,quarterly,and annual In Scope tax information from Workday Payroll to a third- party service provider using a tax filing integration. Payroll tax for Federal/State/Local Jurisdictions will need to be configured during implementation then maintained by Payroll or Tax administrator. This does not include the actual coding of the integration.See integration section for scope details. Tenant Setup-Payroll Manage tenant-wide settings for Workday Payroll WD Delivered in these areas: •Proration Settings •Costing Allocations •Payroll Accounting •Payroll Commitments •Payslips •Canada Year-End Configuration and Tax Documents Electronic Signature Text •W-2/W-2C Form Alignment Override •US Year End Tax Documents Electronic Signature Text •ID Sequence Generators •Administrator Results 33 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Tenant Setup-Worklets You can display reports as worklets on Workday WD Delivered landing pages or in dashboards. Worklets provide quick access to frequently referenced data and tasks common to a specific functional area.There are 2 types of worklets: •Custom worklets.You can create advanced, matrix,nBox,transposed,trending,or composite custom reports,and then enable them as worklets. •Workday-delivered worklets.You can't copy or modify Workday-delivered worklets. Payroll Compliance The Payroll Compliance dashboard gives you quick WD Delivered Updates Dashboard visual insight into the compliance updates that are most important to you.You can quickly identify whether a compliance update potentially impacts your employees and take appropriate action,such as alerting employees,spot-checking payroll results,or being ready to answer questions.Its drillable worklets enable you to understand the details of what is changing without guesswork or the need to run weekly reports with various criteria. Can be configured to display 3 worklets: •Delivered Last Week •Effective Next Month with Employee Impact •Other Updates Delivered Last Week or Effective Next Month EIBs for Payroll(Period Enterprise Interface Builder-An integration tool WD Delivered Schedule,Off-cycle, that enables you to create simple,secure,and Payroll Input) customizable integrations with Workday. Alternately,an EIB is a simple integration created by the integration tool.An EIB consists of an integration system,an integration data source,an integration transformation,and an integration transport protocol. Union Up to 11 Multiple Jobs An employee with a primary job or position can be In Scope assigned to anotherjob or position.The additional job can have a different supervisory organization, compensation rate,pay rate,scheduled hours, location,orjob profile. Employees can have a number of additional jobs.Contingent workers can't have additional jobs. 34 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Modifiable BPs WD Delivered . Settlement Run Event Can add/edit up to 3 steps per process . Payment Release Event . Assign Pay Group . Complete Federal Withholding Elections • Complete State and Local Withholding Elections • Payment Election Enrollment Event • Payment Printing Event • Print Checks Task . WD Delivered and Strada POV Business Process Notifications Data Conversion . Up to 3 test and production loads for quarter-end,go-live . Payroll Balances for Current Year(if go live is on a quarter) • Worker Payment Elections • Worker Tax Elections Absence Management Functional Area Feature Definition Scope Assumptions Time Off Plans Track short term time away from work Up to 40 total Time Off Plans(25 Non- (i.e.,Vacation,PTO,and Personal). Accruing Plans,15 Accruing Plans) Non-Accruing Plans:Non-balance WD Delivered for Days to Include, tracking plans,zero accruing plans for Balance Periods,Daily Quantity defaults, balance loading/overrides only,no Lower Limits,Upper Limits,Carryover calculated accruals. Limits/Expiration.Excludes Absence Accruing Plans:configured accrual Tables;Multi-Year Upper Limit calculations and balance tracking. Expirations;Dynamic Calculations Time Offs Time off attributes tied to time off plans 5 Time Offs per Accruing Plans 3 Time Off per Non-Accruing Plans WD Delivered time off entry validations and validation messages 35 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Accruals Calculated accruals for balance tracking 5 per Accruing Plans time off plans. 10 per Non-Accruing Plans Low complexity prorations included (days in period,claw back configuration) WD Delivered prorations and scheduling Related Calculations Calculations used by the Absence In Scope Calculation Engine to return values. Holiday Calendars Statutory/Company Holiday Calendars Up to 12 Holiday Calendar Rules Eligibility rules for each holiday calendar Up to 1 per Holiday Calendar Leaves Leave plans to track long term time Up to 10 away from work(i.e.,Short Term Disability,Long Term Disability, • Up to 5 Basic Leaves(non- Sabbatical) entitlement tracking) • Up to 5 Advanced Leaves Basic Leave types for tracking leave of (entitlement tracking) absence events.Basic leave does not have entitlement calculations and is used to track leave type,status,and dates only. WD Delivered validations and supporting data. Non-Entitlement:configure leave type, leave impacts,leave eligibility only;no calculated entitlements. Advanced leave types for tracking leave of absence events. Entitlement:configure basic setup,plus configure entitlement calculations for leave balance tracking,leave additional fields,leave reasons. External Earning Codes Created when a payroll interface or 1 Earning Code per Time Off Plan report requires mapping to send time off data Leave Segment Security Parameters to allow for Leave of Use Strada Delivered Configuration for Absence security segments ESS,MSS,Partner/Admin Custom Security Configuration of Intersection Security Up to 2 custom security groups to for Absence Management support Employee Self Service and Manager Self Service to restrict Absence to eligible populations only 36 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Absence Setup Absence Type Groups act as"folders" Strada Delivered Configuration for and help the user navigate to the Absence Type Groups:3 total appropriate leave or time off plan when • 1 for Time Off,1 for Leave of requesting. Absence,1 for Do Not Request (termination Team Absence is the absence calendar payout/adjustment time offs) display for managers and their direct reports,as well as employee as self and WD Delivered Dashboards and worklets their coworkers. Team Absence: Absence Manager Dashboard • Strada Delivered Configuration; 1 maximum setup for each of the following:manager self- service,employee self-service Workday Assistant Workday Assistant for ESS Time Offs Included with WD Delivered functionality Multiple Jobs An employee with a primary job or In scope position can be assigned to anotherjob or position.The additional job can have a different supervisory organization, compensation rate,pay rate,scheduled hours,location,or job profile. Unions Track and report on union membership Up to 11 for workers Modifiable BPS WD Delivered Absence Calendar—initiation Can add/edit up to 2 steps per process step only unless otherwise indicated • Correct Time Off • Request Time Off • Assign Work Schedule • Request Leave of Absence • Request Return Leave of Absence • WD Delivered Business Process Notifications Data Conversion Process of loading Time Off Balances • Time off Balance Conversion and Leave history into the tenant. Included • Active Leaves for the Previous 12 Months • Time Off Event Conversions Excluded Time Tracking 37 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Groups for Time Tracking Identifies the time entry codes for which Up to 5 Time Code Groups workers are eligible. WD Delivered eligibility rules (Example-Unions,Collective Bargain, Hourly,Salaried,Salaried Non-Exempt, Non-Exempt,etc.). Time Entry Templates Controls the appearance of a worker's Up to 10 time entry calendar.It identifies the default time entry code to associate with reported time,valid worktags for time entries,and various time entry options. Time Entry Codes Types of time that workers can enter Up to 15 WD Delivered rounding Worktags Capture information about a worker's WD Delivered,including one custom hours for costing and other purposes worktag (i.e.,cost center,project). FTime Validations Rules Used to alert or prevent workers from Up to 5 Time Entry Validations entering or submitting invalid time entries.Can be defined as errors or WD Delivered warnings. Time Calculations Generate categories of payable time by Up to 50 applying calculation tags such as overtime and double time to a worker's Excludes time calculations based on hours. custom objects,time off plans,benefits eligibility,and tardiness/attendance, time dockage,rolling/request OT calculations Time Calculation Groups Specify worker eligibility for time Up to 10 calculations WD Delivered eligibility rules Shift based calculations A time shift is a grouping of consecutive Up to 50 blocks that apply to workers who report In and Out times.Time shifts enable you to base calculations and validations on a worker's entire shift,whether or not the shift is fully contained within the worker's defined work day. Work Schedule Calendars Determine the days and hours of the Up to 48,with up to 4 patterns per work workweek on the Time Entry calendar. Ischedule 38 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Time Tracking Period The time period schedule,in Up to 3 Schedules combination with the pay period schedule,determines when employees receive pay for time worked.It defines the dates that are open for time entry, lock dates to prevent employees from entering time while payroll is being processed,and which time entries (dates)to load for a pay period. Holiday Calendars Statutory/Company Holiday Calendars Covered under Absence scope section Security Groups to Support Intersection security to control Time Up to 2 to restrict Time Tracking to Employee Self Service and Tracking access eligible populations only Manager Self Service Specific Reports&Calculated Workday custom report prioritized by 10 Custom Reports from Strada fields client Delivered Configuration Alerts&Reports Alerts for Time Tracking Reports Up to 3(1 alert per Strada Delivered report) Submit Text Message displayed when a worker 1 Submit Text submits their time. Multiple Jobs An employee with a primary job or In scope position can be assigned to another job or position.The additional job can have a different supervisory organization, compensation rate,pay rate,scheduled hours,location,orjob profile. Union Time tracking requirements to cover Up to 11 unique union/CBAs time entry policies. Projects Tracking Project tracking functionality available In scope within the Time Tracking SKU.Requires Workday Projects. Time Clock Device Integration Integration with non-partner third party Up to 2 vendor to capture hours from time clocks(non-web based). 39 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Time Tracking Setup Review Time is a report managers can WD Delivered dashboards and worklets use to review time tracking hours for the week. Review Time Time Tracking Manager Dashboard . 1 delivered totals setup • Strada Delivered Configuration; Enable:Include Warning Indicators,Include Count of Incomplete Time Entries, Include Scheduled Weekly Hours Time Tracking Manager Dashboard: • Team Time is the manager dashboard for when only Time Tracking is in scope. • If absence management is also in scope,Time&Absence Dashboard will be utilized instead. Modifiable Bps WD Delivered . Assign Work Schedule • Enter Time Can add up to 2 steps per process. • Reported Time Batch Event WD Delivered Business Process Notifications Data Conversion Not Applicable No Data Conversion included Time Tracking for Projects Functional Area Feature Definition Scope Assumptions Project tracking functionality available Projects Tracking within the Time Tracking SKU In Scope Time Tracking Data Conversion Projects In Scope Learning 40 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Learning:Core Configuration Setup Learning Domains,Configuration In Scope of Business Processes,Security Roles, Topics,Learning Dashboard,Activity Stream Learning Campaigns You can create campaigns that engage Up to 8 single object campaigns workers in learning activities by promoting course and lesson content to target audiences. Audience Used in campaigns and scheduled Up to 8 distributions.When a user meets the audience requirements for an active campaign or scheduled distribution, Workday sends the notifications according to the defined schedule. Topics Topics enable you to categorize courses Up to 8 topics with customs images and stand-alone lessons,improving the learning catalog search and browsing experience for learners. Learning Prerequisites Prerequisites enable you to enforce Enabled certain courses being taken prior to others Learning Equivalencies Equivalencies can be created as a 1:1 or Enabled 1:Many rule and can enable employees to find similar content in the catalogue, as well as recognize completion of courses via completion of an equivalent. Learning Validations Learning validations enable you to create Up to 2 critical stops or soft warnings upon the initiation of Enroll in Course and Drop Learning Enrollment business process Learning Message Templates Message templates are used to deliver Up to 1 consistent messages to your audiences such as reminders related to upcoming due dates. Learning Training Room Training Rooms can be created as Up to 20 Creation subordinate locations to existing HCM business sites.These would be rooms in which offerings may be scheduled within business sites. Configurable Security Custom segmented security groups to Up to 4 control access to course content.Does not include custom user based or role based or intersection security groups. 41 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Mobile Enable Packaged Content on Mobile In Scope User Generated Content Add Employee as Self and/or Contingent In Scope Worker as Self on the Manage Lesson business process policy. Reporting Workday offers many reports that allow WD Delivered you to summarize information that is contained in the system. Data Conversion Conversion of Instructors,Assessors, Customer owned,Strada provides EIB Digital or Packaged content,Historical Knowledge Transfer and oversight Transcripts and Course Catalog: Build out of catalog learning objects which could include: • Stand-alone Lesson • Instructor Led Training(ILT) Course • Instructor Led Training(Web) Course • Training Activities • Digital Course:Media • Digital Course:Survey • Digital Course:External Content • Offerings • Learning Programs Talent Optimization Functional Area Feature Definition Scope Assumptions Mentor Employees can establish mentoring Includes delivered mentor types and relationships close mentorship reasons. Interests Employee can designate career interests, Includes delivered values for career Relocation Preferences,Job Interests and interests,job interests,relocation areas Travel Preferences and travel amounts. Development Items Development Items allow workers to track Includes delivered development item career objectives that are not rated during categories and completion statuses. performance events. Anytime Feedback Allow feedback to be given or requested, Included as Needed named or anonymous in free-form at any time 42 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Performance Review Performance Review Templates include Up to 3 performance review templates. Templates configurable sections for self-evaluations by employees,and evaluations by Performance Reviews will have an managers and additional reviewers.Rating option of 3 sections:Goals, scales can be added to these templates. Competencies and Overall. One rating scale 5 points or less. Performance Improvement Up to 1 Template Disciplinary Action Up to 1 Template Check-Ins Allows Managers and Employees to Included as needed document 1:1 sessions. Goals Goals are guiding principles or values that Goal attributes include description, you would like your business or category,status,and due date. organization to achieve throughout a given period of time and assessed as part of the Includes delivered values for status. performance review. Competencies A set of defined behaviors that provide a Up to 10 competencies that can be structured guide,enabling the mapped to management levels identification,evaluation,and development of the behaviors in individual employees.In Workday,worker competencies are rated as part of performance. Modifiable BPs Use pre-configured BPs . Manage Interests Can add up to 3 steps to BPs Can add up to 5 custom notifications • Give Feedback across BPs . Manage Goals • Start Performance Review • Complete Self Evaluation for Performance Review • Complete Manager Evaluation for Performance Review Succession Planning(for Identify critical roles for succession,create Up to 50 Positions for Succession: Position Management) plans and assess readiness on candidates. includes delivered values for readiness 43 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Assess My Team's Potential Managers and other support roles can Includes delivered values for potential assess an employee's potential and and retention risk. retention risk by a supervisory organization. Assess Potential Managers and other support roles can Included as Needed assess employees'potential,retention risk, loss impact,and achievable level Modifiable BPs Use pre-configured Bps • Manage Succession Plan Up to 2 custom notifications across Bps. • Assess My Team's Potential • Assess Potential Data Conversion Historic Performance Reviews In Scope Capture historical overall manager ratings. Performance Review templates to support load of historical performance reviews. Up to 1 template for one year of history loaded to Workday. Up to 3 years of final Manager rating only. Recruiting 44 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Candidate Home Workday delivers the ability for candidates In Scope to register for an account based on their name and email address.When a candidate applies to a job,this enables Client to communicate with a candidate during any stage of the recruiting process. The one account works on all of Client's external career sites. Prospect Management Someone who has not applied to a In Scope position,but you are following to possibly bring onto your team Internal and External Workday provides the ability for you to 1 Internal Career Site for Employees, Career Sites create external career sites that enable: •You to publish and market job postings 1 Internal Career Site for Contingent on dedicated and branded career sites. Workers,and •Candidates to search forjob posting 1 External Career Site opportunities and apply on an intuitive and responsive website. When you create an external career site, Workday automatically provides the ability for candidates to register for an account via Candidate Home. The one account works on all your external career sites. Internal and External Ability to configure Workday to have: 2 Internal and 2 External Questionnaires •An external or internal candidate Questionnaires,one questionnaire per complete up to 2 questionnaires when they job requisition with no more than 25 apply for job from an external or internal questions each,English only career site. •An external candidate with a registered Candidate Home account or internal candidate complete one or more questionnaires at any stage in the recruiting process. Internal Application Current worker application process Up to 1 Recruiting Standard Recruiting reports WD Delivered Reports Simple Referral Plan Referring a candidate Up to 1 45 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Auto Unpost Jobs Jobs can be unposted automatically during In Scope the recruiting process once full headcount is reached on the job requisition,when a job requisition is frozen,or when closed. Assessments Possible Logic or system test for the In Scope candidate Auto Disposition Removing candidate from consideration In Scope Candidate's Other Job from otherjobs they have applied too Applications Background Check Checking candidates previous work and Up to 5 Packages and Up to 3 Statuses criminal history Duplicate Management Merging of multiple applications for the In Scope same candidate Interview Management Have the entire recruitment team provide In Scope feedback on the candidate Job Requisition Categories Reason for creating a job requisition In Scope and Reason Interview Ratings Rating candidate after the interview In Scope Primary Recruiter Security Ability to view and modify non WD In Scope delivered data Candidate Screening Initial contact to ensure the candidate is In Scope still interested in the job Candidate Grid Way to manage your candidate through In Scope with a maximum of 5 the recruitment process.Adjusts the look calculated fields and feel of the page the recruiter reviews. Candidate Review Provides you with the opportunity to move In Scope the candidate to the next phase recruitment process Evergreen Requisition Specific Job Application for high volume In Scope Management positions always open Job Requisition Job requisitions are the basis for job WD Delivered Management postings in Workday Recruiting.You must complete specific recruiting-related requirements so candidates can submit applications to yourjob postings.Use the Manage Job Requisitions report to view all open,pending approval,on hold,and closed job requisitions.Details include job requisition and candidate information. Also,included are the days the requisition has been open,the requested completion date,the close date,and last recruiting stage 46 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Generated Documents Clients can create document templates Up to 2 English only with a maximum of that can be customized and used to 10 calculated fields and 10 rules dynamically generate documents such as offer letters,benefit summary,or confidentiality agreements. One Time Payment for Ability to generate a request for a One In Scope Offers Time Payment as part of the Offer process. Candidate Endorsement It enables employees to endorse a In Scope candidate's application Candidate Pools Enable functionality to group Up to 2 candidates. Recruiting(Core 1 consistent candidate&hiring process Configuration) &approval routing across all business units,geographies,departments Agency Management Enables the recruiter's ability to work with Up to 3 companies recruiting agencies who source and submit candidates for an open job requisition. Agency users must log into Workday with very limited access to use this feature.They can access the specific job postings shared with them,submit candidates against their job postings,receive questionnaires to respond to additional questions and accept terms and conditions.The setup includes 2 agency users per agency company. Modifiable BPs Editing all Recruiting BP's • Job Application(1 Dynamic Workflow) • Job Requisition • Offer • Freeze Job requisition • Close Job Requisition Data Conversion Previous system data conversion 100 Open Job Requisitions and Corresponding Open Positions Excluded Items: • Prospect Conversion • Open Positions Not Associated with Job Requisitions • Active Candidate Data Conversion • Attachments 47 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Financials Parameters Financial Accounting Functional Area Feature Definition Scope Assumptions Core Financial System of Record Primary operational financial system In scope Fiscal Schedule Fiscal Schedule to be set up in tenant Up to 1 Fiscal Schedule Fiscal Schedule Summaries Fiscal Schedule to be set up in tenant Quarterly and Annual Accounting Adjustment Change Reason codes to reclassify In scope specific accounting transactions Custom Validations Defined transactional validations Up to 10 that help workers identify transaction issues Allocations Used to distribute ledger amounts, Up to 25 usually costs,from 1 organization to another based on a preconfigured definition—offset against source account to target account(s) Statistics Statistics used as the basis for Up to 10 allocations,as well as for reporting based on the Statistics or Statistic Lines report data sources Average Daily Balance Rule Ledger accounts and associated In scope worktags that the client wants to include in average daily balance calculations Allocation Group Sets For processing Allocations,group Up to 1 related allocation definitions into allocation group sets Ledgers Workday has three ledgers that can In scope be configured: • Actuals • Encumbrance • Pre-encumbrance No customizations Currency Translation Account translation methods to In scope determine how you want to calculate fiscal year beginning balance and activity 48 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Year End Closing Rules Define rules that map source In scope accounts to target accounts at year- end.Rules are applied when you roll forward account balances and close ledger years.If no rule is specified, Workday,by default,rolls account balances forward to the same account during roll-forward and year-close processing. Currency Rate Types The various conversion rates that WD Delivered(only) can be established for the same currency pair within a specific time frame. Capital Assets-Work in Progress Work in progress assets(or assets In scope under construction)for assets as they relate to a capital project. Import Journals via Spreadsheet Delivered EIB's WD Delivered Consolidation The process of combining financial In scope data from different departments, business units,or subsidiaries within a company into a unified set of financial statements. Intercompany Process Intercompany system generated In scope balancing entries Alternate Fiscal Schedules for When companies have different Up to 2 Reporting Only fiscal calendars Accounting Books and Book Codes Sets of books such as GAAP/GASB Up to 2 and Tax Balancing by Company/Legal Entity Financial management process.For In scope and Fund the"Fund"aspect,Workday utilizes a balancing fund,designated as "Balancing Fund FD000,"to equate debits with credits for financial account transfer transactions,such as Accounting journals. Single Primary Chart of Accounts A unified and standardized In scope Only framework for organizing financial information and transactions within the Workday system. 49 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Tax Configuration Local taxes assessed on the value As outlined in Supplier Accounts added to goods and services. section Reporting Workday Delivered reporting that is Income Statement activated for core financial needs using the Workday delivered Consolidated Trial balance "Aliases". Balance Sheet Modifiable BPs Workday delivered business Accounting Journal Event processes specific to financials core . Accounting Adjustment Event • Accounting Journal Unpost Event • Period Close Event • Finalize Allocation Event Data Conversion . Single Summarized Journal for Each Company Per Period with a Maximum of Three Years(incl.1-year YTD,if applicable) . Transactional Journals Not Converted Grants 50 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Sponsors Sponsors,sponsor types,contact details In scope Object Class Mapping Mapping of spend categories to sponsor Up to 2 categories for reporting purposes Award Contracts Terms and conditions of the awards In scope Letters of Credit Federal sponsor payment collection Up to 1 method Billing Schedules Installment,prepaid or transaction- In scope based billing Award Posting Intervals Time periods and schedules for awards In scope Spend Restrictions Ability to allow or disallow spend based In scope on sponsor requirements Subawards and Subrecipients Entity acts as middleman and awards Up to 5 dollars to a local subrecipient Facilities and Administration Indirect spend that will be reimbursed Up to 3 by the sponsor Import Grant via Spreadsheet Delivered spreadsheet integration to WD Delivered import grants Reporting WD Delivered • Award • Award Amendment Modifiable BPs . Award Correction Custom Validations Restrict/require conditions on Up to 6 unique transactions Effort Certification Certify staff time against grants Excluded Grant budget configuration Grant Budget Structures (independent of City's fiscal budget) Up to 2 Grant Budget Checking Budget check transactions against grant In scope budget Award Proposals Pre-award processing Excluded Data Conversion Award life to date(LTD)balances In scope Banking Functional Feature Defini Scope Assumptions Bank Account Management Financial Institutions or banks In scope Financial Institution Financial Institutions or banks Up to 1 Bank Accounts Bank Accounts linked to banks Up to 20 51 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Custom Validations Defined transactional validations that Up to 10 help workers identify transaction issues Settlement Process that facilitates all in-scope In scope payments First Notice Rules Automated recording of transactions Up to 15 from bank statement lines Ad Hoc Payment Ability to create Ad Hoc Payments Included Business Process Delivered Advanced Bank Delivered Rules only,excludes custom Matching Rules matching rules In scope Check Printing Delivered check format only,no custom Delivered logic or layout changes Bank Routing Rule Bank routing rules determine the bank As Needed accounts the settlement process uses to route payments that you initiate in Workday Electronic Payments ACH and Wire Supplier payments Included(if on integrations list) Bank Account Transfer for Controls review and approval for bank Included(if on integrations list) Settlement account transfers within the same company or across companies (intercompany) Ad Hoc Bank Transaction A bank transaction that is initiated Included Business Process manually and on an as-needed basis. This allows users to create and manage bank transactions that do not fit into the routine or regular categories of transactions. Functionality to add transactions to your account records for miscellaneous credits or debits found on bank statements(Ex.Bank Fees) Bank Account Signatories Ability to set up bank account and Thresholds for signatories to designated workers as Reporting signers for individual bank accounts— can also maintain a record of signers In scope who can access and operate an account on behalf of the account owner. Escheatment In scope Modifiable BPs • Settlement Event • Bank Account Transfer for Settlement • Bank Account Transfer Event • Ad Hoc Payment Event • Ad Hoc Bank Transaction Event 52 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Data Conversion • Beginning Balance-Bank account beginning balances • Unreconciled Open items- Unreconciled Open Bank Account items • Uncashed check conversion Budgets(Not Financial/Adaptive Planning) nctional Area Feature Definition Scope Assumptions Financial Plan Type Budget defined in the account In Scope system Plan Worktags Worktags associated to budgets Up to 10 Plan Structures Plan structures are the foundation Up to 2 for a budget hierarchy for plans and budgets in Workday. Plan Templates Plan templates consist of a base Up to 2 for the Go-Live year only workbook and set configuration options to guide creation of future 1 plan template for each plan plan workbooks structure Import Budget via Spreadsheet Delivered spreadsheet integration Delivered to import budget data Budget Checking Budget check functionality in In Scope Workday automatically checks your transactions against your financial plans Custom Validations Defined rules that provide Excluded validations during the budgeting process 53 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Budget Hierarchy Workday plan hierarchies enable Up to 1 you to link plans and budgets in a hierarchical structure,making it easier to control and report on multiple plans and budgets simultaneously. • Parent plans contain their own budget amounts or aggregate amounts from linked child plans.This enables you to view the details for the parent and linked child plans in 1 place. • You can use plan hierarchies to run a single budget check for multiple plans simultaneously, reducing the number of exceptions for review. • You can use plan hierarchies to budget check at higher levels than your budget entries.This gives you the flexibility to create budgets with more dimensions and control them at levels that aggregate your budget amounts based on fewer dimensions. Reporting Budget vs actual by cost center WD Delivered (Workday delivered report) Modifiable Bps • Budget Approvals& Amendments • Budget Checking Data Conversion 1 year of Budget data Supplier Accounts 54 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Supplier Invoice Physical or electronic documents from Up to 1 EIB template for all suppliers' vendors providing purchase and invoices payment information Custom Validations Defined transactional validations that Up to 10 help workers identify transaction issues Supplier Invoice Request Create a payment request for goods or In Scope service lines in Workday by adding invoice information to the request.After the payment requests are approved, Workday converts them into supplier invoices. Supplier Invoice Retention Payment Retention Functionality In Scope 1099 Adjustment Business process to enable updates to In Scope 1099's 1099 Suppliers 1099 Suppliers reporting of payment 1099 Suppliers data to the IRS Supplier Connection Enables multiple remit-to bank In Scope accounts,addresses and name per supplier Prepaid Spend Amortization Process and account for prepaid In Scope invoices and related amortization within Workday,without the need to outside spreadsheets and manual journal entries Intercompany Supplier Workday generated invoicing of one In Scope Invoice legal entity from another legal entity under the client's umbrella.Includes direct intercompany and pay-on-behalf of invoicing Supplier Request Business process to request a new In Scope supplier Remittance Advice(Standard Notice of ACH remittance to suppliers WD Delivered Format) 55 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Tax Authorities The various governmental agencies Up to 5 responsible for administering,collecting, and enforcing tax laws and regulations. These entities are likely referenced in relation to payroll processing,tax withholding,tax reporting,and compliance with tax regulations specific to different jurisdictions where an organization operates. Ex.State of Minnesota Tax Rates The specific percentages or amounts set Up to 10 by various tax authorities that an supplier employer must apply to an employee's income for tax withholding purposes. Ex.City,county,and state individual rates Tax Codes Specific designations used within the Up to 10 software to categorize and manage various types of taxes that an organization needs to account for. Ex.Shakopee(7.38%)-comprised of city,county,and state Tax Rates Workday Supplier Invoice In Scope OCR Modifiable BPs • Supplier Invoice • Supplier Change Event • Supplier Event • Supplier Request • Supplier Invoice Request Data Conversion • Suppliers and Supplier Connections with activity within six months preceding the go-live date • Open for Supplier Invoices for Suppliers in scope in transaction currency • 1099 YTD balance(only applies if client is going live in middle of calendar year) 56 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Assets Functional Area Feature Definition Scope Assumptions Asset Accounting Accounting treatment for registered In Scope assets Allows an asset to be depreciated differently to meet various reporting requirements.An Accounting Asset Book Multi Asset Book Accounting posts to one and only one Book Code. In Scope Each book tracks the financial transactions,performance,and valuation of a specific asset class. Asset Sharing Asset sharing enables the ability to split In Scope asset cost and depreciation across multiple cost centers or other worktags Depreciation Profiles Workday provided methods of Up to 10 deprecating methods Asset Book Rules Asset book rules identify assets and Up to 10 assign depreciation profiles Leased Assets from Supplier Assets tied to a lease from supplier In Scope Contract contracts. Pooled Assets Assets that consist of a group of similar In Scope tangible items that you register as a single asset in Workday Asset Adjustments Asset cost&in-service date adjustment In Scope events Asset Tracking Assets tracked separately without In Scope affecting any accounting activities Asset Transfer Event that allows for the transfer of In Scope assets from one worker,location,or worktag to another Asset Reclassification An event that provides the ability to In Scope change spend categories and other details for capital assets with posted depreciation,reclassify the spend category Work in Progress Capital Assets tied to the capital projects. In Scope Assets(Projects-Related) Asset Book For accounting and reporting purposes 2 Included(1 Accounting and 1 Other (i.e.,tax or alternate accounting books) for reporting purposes) Defined transactional validations that Custom Validations Up to 10 help workers identify transaction issues 57 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A unctional Area Feature Definition Scope Assumptions Modifiable BPs Asset Registration Data Conversion Current Assets that are registered within Issued assets and actively depreciating the company.It is best to clean out the capitalized assets only.Active registry and not bring over disposed capitalized assets only up to 5,000 assets assets. Expenses Functional Area Feature Definition Scope Assumptions Expense Reports for Workers Allows for workers to submit In Scope reimbursable and credit card expenses Mileage Rates Mileage rates held in a mileage rate Up to 1 table assigned to an expense item Expense Report Payment Method of settling expense report In Scope payment obligations Create Delegation Delegating admin rights to approve and In Scope execute expense reports Workday Delivered Expense Workday Delivered attributes tired to a In Scope Item Attributes specific expense item Configurable Expense Item Configurable reporting attributes tied to Up to 5 Attributes a specific expense item Expense Report Instructions Configured user instructions to provide In Scope a communication to user during expense report entry(Spend Instructions-Expense Report) Mobile Enablement Enable Workday mobile apps for In Scope Expenses to collect receipts and submit expense reports Payment Election Allows users to enter payment elections In Scope utilizing self-service Expense Report for Pre-Hire Enable Create Expense Report event to In Scope detail expenses incurred by pre-hires to report and analyze company spend Guest Enable Create Expense Report event to In Scope detail expenses incurred by guests to report and analyze company spend. Custom Validations Data validations on Expense Reports Up to 10 Custom Validations Expense Rate Table Expense rate tables are used to Up to 5 determine eligibility and reimbursement amounts for expense items on expense reports,such as a mileage rate tables and per-diems. 58 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Simple Per Diem(non-Travel A straightforward and fixed daily Up to 10 Journal) allowance given to employees to cover expenses while traveling for work. Workers can use a spend authorization to request a cash advance for anticipated expenses.After you settle cash advances and process worker payments,workers can link the spend authorization with the cash advance request to an expense report. Any Credit Card Integrations Setting up and integrating credit card If Integration is In Scope in Scope for Expenses related processing capabilities within the to Worker T&E Expenses Only system,exclusively for managing T&E transactions made by employees ensuring any credit card transactions related to employee T&E are seamlessly captured,processed,and reconciled. Modifiable Bps • Expense Report Event • Spend Authorization Event • Payment Election Enrollment Event Data Conversion Worker Payment Elections for Expense Payments only Procurement Functional Area Feature Definition Scope Assumptions Requisition Provides a method for worker to request the In Scope purchase of goods/services Purchase Order Provides a method for sending purchasing In Scope document to supplier Change Order Create change orders for issued purchase orders In Scope Receipt Accruals Configuration to accrue purchase order lines that In Scope have been received but not invoiced Punchout Catalog capability to access supplier punchout Up to 3 Configuration website Note—This is the functional effort.Need to ensure integrations are included in the Integrations section of the SOW. 59 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A unctional Area Feature Definition dw Scope Assumptions Procurement Credit In Scope,if on integrations list Card Supplier Invoice Process that determines variances between In Scope Matching supplier invoices and related business documents, including supplier invoice lines that exceed quantities or amounts of purchase order lines Supplier Contracts Provides spend vehicle for procuring goods and In Scope services.Allows for scheduled and manual purchase orders and supplier invoicing. Lease Contracts Set up supplier contract that includes Financial and In Scope Operating leases Purchase Order Workday delivered Purchase Order layout only WD Delivered (Standard Layout) Receipt Receive goods and services from Purchase Order In Scope lines Sourcing Requisitions sourced to purchasing documents In Scope Return to Supplier Return goods to suppliers In Scope Matching Override Define reasons for workers to request an override In Scope for supplier invoices in match exception Supplier Contract Make changes to an existing supplier contract In Scope Amendment Payment Retention You can set up payment withholding to capture and In Scope track payment amounts using purchase orders and supplier contracts Defined transactional validations that help workers Custom Validations Up to 10 identify transaction issues Modifiable BPs • Requisition Event • Change Order Event • Purchase Order Event • Supplier Accounts Match Event • Supplier Accounts Match Exception Override Event • Supplier Contract Event • Supplier Contract Amendment Event 60 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Data Conversion • Up to 100 Open Purchase Orders(includes both goods and services) • Up to 100 Open Supplier contracts • Receipt for Open Approved Purchases Orders Customer Accounts Functional Area Feature Definition Scope Assumptions Customer Invoice An electronic or paper document used Up to 1 Customer Invoice Layout to charge customers for goods and (Configured using Delivered Business services. Form(no customizations)) Customer Payment An electronic or physical payment by a Included customer for goods and services Delivered Auto-Apply Extended Payment Application Rule Set Up to 8 Payment Rules Only Intercompany Invoice Ability to raise invoices to affiliated In Scope entities not on Workday(or not in client tenant). Customer Invoice A set of standard predefined rules In Scope Maintenance within the system that automatically determine how incoming payments should be applied to outstanding invoices or accounts receivable. Customer Statement A report that details a customer's open Up to 1 Customer Statement Layout (Standard Layout) balance,open invoices and payments [Configured using Delivered Business Form(no customizations)] Cash Sale Sales conducted in cash vs electronic In Scope payments Customer Refund Business process that determine how In Scope customer refunds are handled Deferred Revenue Revenue recognition schedule using In Scope Recognition deferred revenue templates Customer Deposit Customer payment deposited on a bank In Scope account Bad Debt Write Off Method of writing off customer open In Scope balances 61 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A unctional Area JL Feature Definition Scope Assumptions Receivable Aging Tracking and reporting of the open In Scope customer invoices by time period Collections and Dispute Tracking and reporting of customer In Scope Activities collections and dispute activities Defined transactional validations that Custom Validations help workers identify transaction issues Up to 10 Tax Tax codes,rates,&authorities As outlined in Supplier Accounts section Modifiable Bps • Customer Invoice Event • Customer Invoice Email Event • Bad Debt Write Off Event • Customer Refund Event • Customer Event Data Conversion • Only Customers with activity within the last 6 months preceding go-live date. • Open Account Receivables Items in transaction currency. Projects Functional Area Feature Definition Scope Assumptions Project Objects that enable you to In Scope effectively plan,track,and manage work Workday Standard Project Reports Workday provided project reporting WD Delivered Task Tasks are associated to projects In Scope Project Resources Resources that can be assigned to a In Scope project Idea Task that allows users to submit an In Scope idea for work/project that supports an overarching organization goal Standard Cost Rate Sheets OR Fully Standard Cost Rate Sheets use a In Scope Burdened Cost Rate combination of Project Cost Rate Rules to assign an internal hourly cost rate to workers that match said combination Project Cost Rate Rules Condition rules that will drive costing Low to Medium Complexity up to 3 functionality when using Standard dimensions Cost Rate functionality 62 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Feature Definition Scope Assumptions Defined transactional validations Custom Validations that help workers identify Up to 10 transaction issues Modifiable BPs • Create Project • Verify Capital Project Expense • Resource Plan Line Data Conversion . Active Projects(up to 500) • Project Plan • Resource Plan • Task Resource Financial Planning(previously Adaptive) Product Description Scope Financial Planning Structure Budget and Forecasting time strata will be 5 years at minimum. All planning periods will use a common/single methodology. All planning will be in months, quarters,and years.Weekly planning is out of scope. One Chart of Accounts structure, one calendar,and a common set of templates and processes across the organization Up to 20 Legal Entities will be supported Revenue Up to 2 driver-based revenue models and up to 2 revenue input sheets with up to 4 Dimensions each(each Sheet provides a single interface to view,enter,and update data).Specific revenue Models to be identified during Architecture phase. 63 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Operating Expense Up to 100 individual accounts planned by formula or historical adjustment factor are included. Up to 5 supporting schedules with line-item row detail(E.g.,vendor) Position Budgeting 2 Personnel Expense models (current roster and open positions) With up to 3 Employee Groups (Salary,Hourly and Contingent Labor). Up to 50 total calculations across personnel models(Capitalized labor is not included). Manual Data Entry for Transfers, Splits,Planning Allocations by Level (Single-Step,Not Sourced from Payroll data) Fringe Benefits and Tax Rates Merit and Bonuses are calculated as a percent of total pay based on role, worker,or by total organization. Budgeting vacant positions, calculating position costs based on incumbents,and raises,transfers, steps,etc.and budgeting for various position types. Capital Budgeting Ability to classify and rank capital projects,apply inflation factors for future years,and track expenses by project,sub-project,and phase. Users can prepare capital budgets on a rolling 5-year basis and link funding sources to specific capital requests. Scenario and Forecasting Multiple budget forecasts,generate multi-year expenditure estimates and scenarios. Deployment Approach The Adaptive structure will be loaded manually,PeopleSoft data 64 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A will be manually loaded in Adaptive initially.Once automated integration to People5oft is complete additional historical actuals will be populated in Adaptive. The system will support budget request submission and approval workflows,allowing users to submit requests for operating budgets, capital projects,or new positions. Users can attach supporting documentation,review previously denied requests,and request fund transfers between accounts with approval.Budget preparation allows for zero-based or prior year budgets. Manage budget thresholds,restrict transfers between accounts,and perform funds availability checks at the project or account level. Financials and HCM Data Integration Strada will configure the automatic synchronization of the following data from Workday:Levels, Dimensions&Attributes,GL trial balance-Current personnel roster- Open positions/requisitions- Matrix Report for General Ledger Drill Through Security Enable security on Levels and configure Dimensional Access Control for up to one additional dimension Reporting One Income Statement Format (account/dimensions)that incorporates all templates and business logic Up to 10 KPI's. Additional reporting to be developed during Architect phase and will include HTML,Dashboards, and OfficeConnect. 65 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Conduct 3 reporting workshops(up to two hours each)to walk-through building reports/dials/dashboards. Training and Enablement Knowledge transfer and documentation provided for all planning models built using Strada's documentation format and tools(1 page per model) End-user documentation and end user training is excluded Final review&testing:Support of Customer UAT scripts development Admin training:includes training for up to 5 power users on administrative responsibilities and maintenance of the system for up to 4 hours. Post-Production support:3 weeks of support for up to 10 hours per week Out of Scope Financial Consolidations(unless purchased via Additional Scope) Forecasted Balance Sheet&Cash Flow Statements are out of Scope Prism Accounts for six historical use cases Functional Area Functionality Assumption Prism External files(Customer defined Delimited flat file(s)per use case layout) Prism objects/ETL Base tables 6 Total:1 per use case(depending on datasets data volume,extracts may need to be batched prior to load) Derived datasets 6 Total:1 per use case Published datasets 6 Total:1 per use case Reporting Custom report 6 Total:1 per use case Dashboards Excluded Scorecards Excluded BIRT reports Excluded 66 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Functional Area Functionality Assumption Discovery Board visualizations Excluded Integrations Workday Connectors(cloud Excluded connect or core connectors) EIB integrations Excluded Prism integrations Excluded Security Enable the Workday delivered Included Prism functional area,Security Domains and Assignable Roles. Enable one Custom Security Included Domain or apply one existing Security Domain to secure the Prism published data source. Create a new Prism Administrator Included security group and enable required access to the Workday delivered Prism Security Domains. Enable one of following Excluded organizations as securing entities (Company,Cost Center,Location,or Supervisory Organization) Enable a separate Security Domain Excluded for specific packaged fields. Analytics Enablement Provide a 1-hour analytics Included Session enablement session to demo full Prism capabilities and review accelerators and or more sophisticated customer use cases. Accounting Center Use Case:Utility Billing and Cashiering Description 1)Customer account/billing/payment details(names,IDs,dates,account type, meter readings,payment dates,payment types,etc.)and work order details (resources,labor details,etc.)are loaded into Workday Prism.Data is blended with Workday data(hourly rates,project ids,etc.)to add additional details and calculate operational costs. 2)Import Cashiering transactions(names,IDs,account types,transaction types, payment dates,payment types,etc.) 3)Data is mapped to key dimensions and chart of accounts in Workday. Data is pushed though Accounting Center to record revenue as journals. 4)Data is available for reporting,KPI measurements and visual dashboards. All data is available in one system,allowing key stakeholders(Accountants,A/R, Controller,CHO,etc.)to review/maintain data in one financial system. 67 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A External Source and Journal 1 Source System-SpryPoint Data Data will be imported into Workday via an API integration to import transactions into Prism/Accounting Center Data Cleansing All data will be validated and confirmed by Petaluma to process into Accounting Center Data Transformation Workday will perform data transformation services in Prism to enable processing in Accounting Center Medium Transformation Worktag Mapping Workday will perform up to 6 worktag mappings Any additional worktag mappings will be performed by Customer Account Posting Rules Workday will create up to 5 Account Posting Rules Any additional Account Posting Rules will be performed by Customer Reporting Up to 3 Custom Reports and 1 discovery board with up to 5 visualizations Integrations (1)Prism integration for Accounting Center processing to support the(1)source system data Custom Reporting Module Sub- Module Functionality Scope Group HCM Reports Complete suite of Workday delivered reports for in-scope Functional In scope Areas as supported by the current commercially available Workday release Fit Gap Analysis for Legacy Reporting Requirements- Up to 40 hours Using Client provided key report inventory and report samples, Strada will work with Client to define custom report needs,hours effort estimates,and priority.Strada will identify which Workday delivered reports can be cloned and modified to meet Client's reporting needs,and when a custom report would be required. Output from this assessment will be a ratified report inventory. 68 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A odule Module Sub- Functionality Scope Group Reporting Pool Hours-Prior to the development of any custom Up to 100 hours reports,Strada will conduct a requirement gathering workshop(s) for the identified scope.Client will be responsible for completing Strada's report questionnaire as input to requirements gathering workshop.The business requirements document will serve as the blueprint for the design and build of each report.Strada will develop custom reports based on priority until any remaining reporting pool hours have been used,if applicable. Any remaining custom reports not covered by the reporting pool hours that the Client would like developed can be included as part of the standard change order procedure. HCM custom reporting pool can be utilized for: • Knowledge Transfer to assist Client in building custom reports. • Custom Dashboards including Workday delivered reports or custom reports. • Custom business form layouts delivered via Workday Studio Report Designer(BIRT)* *Custom Business Form Layouts delivered via Workday Studio Report Designer. Module Module Sub- Functionality Scope Assumption Group FINS Reports Complete suite of Workday delivered reports for in-scope In scope Functional Areas as supported by the current commercially available Workday release. Fit Gap Analysis for Legacy Reporting Requirements-Strada will Up to 40 hours lead a reporting workshop to assess the fit/gap between Client's existing report inventory from current legacy system(s)and that of Workday delivered repo rts/Strada's Point of View(POV)reports. Client will be responsible for providing current state report inventory to facilitate assessment.Output from this assessment will be a ratified report inventory. 69 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Module Sub- odule Functionality Scope Assumption Group Custom reporting-Prior to the development of any custom reports, 260 hours Strada will conduct a requirements gathering workshop(s)for the identified scope.Client will be responsible for completing Strada's report questionnaire as input to requirements gathering workshop. The business requirements document will serve as the blueprint for the design and build of each report. Strada will develop custom reports based on priority until any remaining reporting pool hours have been used,if applicable. Any remaining custom reports not covered by the reporting pool hours that the Client would like developed can be included as part of the standard change order procedure. Custom reporting pool can be utilized for: • Knowledge Transfer to assist Client in building custom reports • Custom Reports and/or Worklets • Custom Dashboards including Workday delivered reports Financial Standard Scope includes Balance Sheet,P&L/Income Statement, In Scope Statements Trial Balance Report. Client reporting resources are strongly encouraged to complete Workday's Report Writer training class prior to the reporting test phase.Strada does not provide Report Writer training.Client will be responsible for the migration of Custom Reports created by the Client team. The table below is an estimate of report development hours based on complexity to be used as a guideline for Client's reporting scope requirements.Hours are comprehensive per report and include the effort required for the requirements assistance,design,configuration,and testing of each report. Complexity i1eporting Scope Description Low Low complexity-report with a single data type per report(Demographic,Benefits,Payroll,etc.) Medium Matrix or Advanced Report High Report with more than 1 component(transformation,multiple report consolidation,Pre-defined Excel with formulas,PDF output,etc.). All BIRT and Composite reports. Data Conversion 1. The following Tenant builds,and associated conversions will be completed for this effort by Strada: 1. Foundation Tenant build used for Architect activities 2. Configuration build used for Configure and Prototype activities 3. End-to-End Tenant build used for test activities 4. Parallel build used for parallel test activities 5. Gold/Pre-Production Tenant build used for Deploy activities 70 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A 2. Strada personnel will provide guidance to the Client in order for them to complete any legacy system extracts needed to support the functional scope defined above. 3. Client is responsible for providing conversion and configuration data in the required data gathering format.All data extract files will be submitted in the pipe-delimited,UTF8,text file-format.Client acknowledges that provided files that do not meet this format will require additional work and support from the Strada resources.This will result in additional effort to be reviewed and resolved through the Change Control process. 4. Client will provide all files in time to support the project timeline and duration.Any source-data errors encountered will be Client's responsibility to correct. 5. Data will be transmitted to Strada via secure File Transfer Protocol(sFTP)and will be loaded to an Strada owned secure server. Once conversion into the Workday tenant has completed for the related tenant build the data will be deleted from the secure server. 6. Client is responsible for data validation of all files converted into the Workday tenant to ensure accuracy. 7. All data will be loaded into the tenant utilizing Workday approved web-services.Client is responsible for all non-web-service based conversion activities.This includes but is not limited to any enterprise- interface-builder(EIB)files and manually keyed catch-up transactions.Catch-up transactions include all modifications in client datasets between the extraction point-in-time for the tenant build and the release of the tenant by the Strada team.Strada conversion and functional resources support this effort through answering questions on load nuances and assisting in error resolution. 8. No data scrambling will be required to fulfill the effort defined in this Statement of Work. 9. The SOW assumes Client ownership of updating invalid data,headers,and file format of submitted conversion files with minimal Strada manipulation of client delivered information.Additionally,by default Strada will not perform reloads of major conversion files after the final data due date for each prototype/sandbox/gold conversions.If such reloads or further data clean-up/reload time are needed, these should be discussed and are subject to a Change Order. Integrations Workday provides an integration platform that can be configured to enable the extraction and loading of data in a variety of required formats and using industry-standard protocols. Integrations Assumptions 1. For inbound integrations(data originates in an external system and is loaded into Workday),Client or related third party will be responsible for providing the data in a Workday-specified format. 2. For outbound integrations(data originates in Workday and is sent to an external system),the integration owner will be responsible for the effort required to extract the data out of Workday into the format required by Client or related third party. 3. For bidirectional integrations both in/out happen within the same integration process and therefore would count as a single integration.The Integration owner and related third-party will be responsible for providing the data in a Workday-specified format. 4. Strada and Client will use Strada's proprietary integration tracking tool to capture requirements,store designs,track status and track defects on each integration that is in scope. 5. Client and Strada will finalize the inventory of integrations in the project scope by the completion of the Plan stage.The inventory will identify the integration,the direction of the integration and the integration technology used. 6. Any integration added to scope after the completion of Plan Stage will be documented through the Change Order procedure and will be delivered after the Workday live date at a date identified in the Change Order. 7. For inbound integration,the integration owner will build and unit test each integration during the Architect&Configure Stage based on a mocked-up file.When possible,the integration owner will receive 71 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A and load a file from the vendor to ensure that it passes basic formatting,transmission and structural needs.If not possible in the Architect&Configure stage,this will be done as part of End-to-End testing. 8. For outbound integrations the integration owner will send a file to the vendor to compare the produced file to ensure that it passes basic formatting,transmission,and structural needs. If not possible in the Architect&Configure stage,this will be done as part of End-to-End testing. 9. Client will be responsible for executing all End-to-End integration testing during the Test stage.End-to- End Testing for integrations is the process of having scenarios flow from entry into Workday through to the creation of data in an outbound file or the inverse of validating that data received in an inbound file for specific scenarios has created the expected results in Workday. 10. Strada will demonstrate to Client how to run the integrations for testing for all Strada owned integrations 11. Strada will support testing during the Test stage for each defect logged.If a defect goes beyond the current documented requirement,an enhancement will be documented and may be delivered after Live Date depending on complexity. 12. Client will provide testing signoff for each integration prior to the end of the Test stage. 13. Strada will facilitate knowledge transfer sessions to transition integrations to the appropriate Client resources during the Deploy stage to validate the customer is able to successfully run integrations and interpret basic results for all Strada owned integrations. 14. All in-scope integrations with approved requirements will be expected to go live within the deployment timeline unless specified directly in this SOW. 15. Client will own and manage all interaction with third party vendors outside of Strada and Workday. 16. Client assumes responsibility for any delays incurred by third party vendor's inability to meet project timelines. 17. All integrations will be migrated twice,once as part of the End-to End Tenant build,and once as part of the Gold/Pre-Production Tenant build. 18. All integrations are scoped by Strada to be built on the Workday integration platform(e.g.,Workday Cloud Connect,Core Connectors,EIB,Studio).In the case where Client wants to build an interface using a different platform,via middleware or otherwise,this decision must be vetted to compare overall cost and timeline and may require a change order to proceed. 19. All integrations are assumed to use Workday's integration framework accelerators and connectors as appropriate.Examples include the HCM change framework and the Workday payroll interface framework. The Workday payroll interface framework returns information sufficient to process the current pay period.The Workday payroll interface framework may consist of full employee extract files or employees' data change files that contain employee demographics,job,organization,compensation, earnings/deductions,and direct deposit data.We also assume Workday Cloud Connect Benefits connectors will be used if available.Any custom interface not accomplished using the framework accelerators may result in additional effort. For Cloud Connect integrations,Strada will be responsible for configuring,testing,and deploying the integrations with build performed by Workday as part of Workday's packaged Cloud Connect network. 20. All integrations will go live with their corresponding functional deployment.Any change in schedule or timeline will be subject to the Change Order Process. 21. If not already conducted,Strada recommends an assessment of all integrations listed to determine if the transaction volumes for each warrant the development of an automated integration. 22. Unless otherwise specified in integration assumptions,Strada is not responsible for loading information directly into the target system or for extracting information directly from the target system. 23. Where a client or the client's vendor will build an API to access Workday data via web service,Strada will provide minimal/basic input on Workday's API framework but expects the client or vendor to have sufficient and applicable expertise around API usage. Integration Types The following table describes the categories of Workday integration templates available for configuration with related type and assumed complexity. 72 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A • Core Connector:Workday's generic output integration templates also referred to as Framework • Custom EIB: Workday's custom integration platform templates using the Enterprise Integration Builder (EIB) • Custom Studio:Workday's custom integration platform templates using the Studio development tool. • Workday Public Web Services:Workday's delivered application programming interface(API)services • Reports as a Service:Workday's integration technology allowing reports to be exposed through public APIs • Cloud Connect:Workday's vendor-specific integration templates also referred to as Packaged.Cloud Connect integrations use standardized formats(e.g.,HIPPA 834/5010;NACHA)or proprietary formats developed for each vendor.If the format required does not currently exist in a Cloud Connect network, Strada will submit a new development request to Workday. Integration complexity is determined by: Data Volume,Integration to/from Workday,a.k.a."Boomerang Integrations",API vs.File,Formatting Requirements,Pre-processing steps,and Auditing. The following table describes how these integration types relate to assumed development complexity: Integration Complexity stimated Hour Range Low 0-59 Medium 50-79 High 0-99 Very High 100+ Integration Inventory Based on Strada's understanding of Client's requirements,Strada has estimated: Integration Type Assumptions Strada 41 Shared 0 Client 0 Total Integrations 41 Integrations not explicitly listed in the integration inventory are considered out of scope,the specific integrations in scope are: Integration Integration Name Direction Complexity Owner Area Number INT001 Exchange Bank ACH CCD Payments Outbound Low Strada FINS Outbound INT002 Exchange Bank Positive Pay Outbound Outbound Low Strada FINS INT003 Exchange Bank Statements Inbound Inbound Low Strada FINS 73 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A INT004 Okta Account Provisioning Bi- Low Strada HCM Directional INT005 US Bank(for CAL-Cards)Procurement Inbound High Strada FINS Cards Inbound INT006 Procore Work Order System Outbound Medium Strada FINS INT007 Procore Work Order System Outbound Medium Strada FINS INT008 Procore Work Order System Inbound High Strada FINS INT009 Docusign Bi- Low Strada HCM Directional INT010 CrewSense-Timekeeping Inbound Inbound Very High Strada HCM INT011 OpenEdge-Accounting Journals Inbound Inbound Very High Strada FINS INT012 Schedule Express-Timekeeping Inbound Inbound Very High Strada HCM INT013 Burnham COBRA Provider Outbound Outbound Medium Strada HCM (Rights) INT014 Burnham COBRA(events) Outbound Medium Strada HCM INT015 SSO/SAML(Okta) Outbound Low Strada HCM INT016 Payroll ACH(PPD)Payments Outbound Outbound Low Strada HCM INT017 Laserfiche—SupplierInvoicesOutbound Outbound Low Strada FINS INT018 E-Verify Bi- Low Strada HCM Directional INT019 Punchout-Amazon Bi- Medium Strada FINS Directional INT020 Punchout-OfficeDepot Bi- Medium Strada FINS Directional INT021 Punchout-CDW Bi- Medium Strada FINS Directional INT022 Lefta—Employee Demographics Outbound Outbound Low Strada HCM for Police Department CALIPERS Employee Demographics INT023 outbound—health,dental,vision- Outbound Medium Strada HCM Eligibility INT024 CALIPERS Employee Pension Outbound Medium Strada HCM Contributions outbound INT025 CALIPERS 457 outbound Outbound Medium Strada HCM INT026 CALIPERS Loans Employee Demo Outbound Medium Strada HCM outbound INT027 CALPERS Loans Inbound Inbound High Strada HCM INT028 Metlife Vision Outbound Outbound Medium Strada HCM INT029 Metlife Dental Outbound Outbound Medium Strada HCM INT030 New York Life and ADD Outbound Medium Strada HCM INT031 New York Life Supplemental Outbound Medium Strada HCM INT032 EAP Concern Outbound Medium Strada HCM INT033 Navia HSA Outbound Medium Strada HCM INT034 AFLAC Outbound Medium Strada HCM INT035 MissionSquare 457 Outbound Medium Strada HCM 74 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A INT036 Empower457 Outbound Medium Strada HCM INT037 SpryPoint Financial Foundational Data- Outbound Medium Strada FINS Chart of Accounts INT038 SpryPoint Workday Asset Outbound Outbound Low Strada FINS INT039 SpryPoint Customer Rebate AD HOC Outbound Low Strada FINS Payments for 1099 Outbound INT040 SpryPoint Journals Inbound Inbound Medium Strada FINS INT041 SpryPoint ADHOC Payments Inbound Inbound High Strada FINS (Customer Refunds) Strada Owned Approach Strada fully owns the requirements gathering,design,building testing and migration of integrations.These integrations will be denoted as"Strada"in the integration table. sumption Description Ownership of Cloud Connect The development of Cloud Connect interfaces must be owned by Strada per Workday's guidelines. Requirements and design Strada will be responsible for requirements gathering. Migration of configuration Strada will migrate these integrations. Development,testing and support Strada will own the development,testing and support of these integrations. RACI Assumptions The table below outlines major tasks that are completed during each stage of the Workday implementation.One of our important tools for tracking roles&responsibilities is the Responsibility Assignment Matrix(RACI matrix). RACI stands for: • Responsible—Who is/will be doing this task?Who is assigned to work on the task? • Consulted—Anyone who can tell me more about this task?Any stakeholders already identified? • Informed—Anyone's work depends on this task?Who has to be kept updated on the progress? • Accountable—Who is responsible if this goes wrong?Who has the authority to make the decision? Pre-deployment Readiness Pre-Deployment Readiness Services Strada Client Deliverables Stakeholder Interviews R/A C/I Stakeholder Interview Conduct up to 8 interviews with key HRIS/IT,operations,and Summary functional leaders to identify potential risks to the project,business concerns,etc. 75 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Project Readiness R/A C/I Facilitate readiness meetings Conduct up to 5 1.5-hour Readiness workshops covering:resource Nith Client core team planning,scope,and timeline,guiding principles,decision making and governance,touch points,foundational decisions,preparing for 3ession materials and key activities and your deployment experience. identification of RAID(Risks, ctions,Issues, Decisions) items Change Management Readiness Workshops R/A C/I hange Management Conduct up to 2 1.5-hour Change Management workshop sessions ipproach and framework o review Strada's change management approach and framework verview material for Workday deployments.Discuss roles and responsibilities to initiate discussions on early CM priorities. 3ession materials and identification of RAID items Data Conversion Approach R/A C/I Data conversion approach Conduct up to 2 1.5-hour Data Conversion Session to discuss data conversion needs associated with deployment and define data 3ession materials and conversion approach. Review data elements needed for initial data identification of RAID items conversion and current state data sources Foundation Data Conversion Workshops R/A C/I Data conversion guidance Conduct up to 4 30-minute Data Conversion Using the Strada framework orkday conversion templates as guide,Strada will support this process in answering questions about the templates and about Session materials and orkday. identification of RAID items Integrations Overview and Inventory Alignment R/A C/I Integration approach, Conduct up to 2 2-hour Integrations Overview Session to review integrations inventory,and integrations delivery approach,integrations inventory,ownership wnership alignment alignment,and identify potential integration risks and pportunities 3ession materials and identification of RAID items Deployment Plan orkstream Key project tasks&deliverables Afttracla Client Project Workday Client onboarding C/I R/A Governance Identify Client Core Project Team,Client Domain Leads,Key Decision Makers, C/I R/A Steering Committee Members Schedule and attend Workday Training for Core Project Team C/I R/A Manage Client resources for project related activities C/I R/A 76 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Define Project Governance Structure R/A C/I • A governance model,which is formally established by adoption of the project plan,contains integrated meeting details that establish the frequency,inputs,objectives,outputs and attendees for all levels. • Establish the ownership of responsibilities for the team resources at all defined levels,providing clarity on who is responsible for what and that escalation procedures,when required,are agreed upon. Draft project plan R/A C/I • A document that contains the details of the project activities, owners and completion dates.Strada will provide a template that will serve as the project schedule's foundation. Establish project repository R/A C/I Conduct project kickoff meeting R/A C • Verification that both Client and Strada have a consistent understanding of project goals,objectives and timeframes. • Executive sponsorship is formalized,and project communication strategy is shared. • The Strada Project Manager will educate the Client project team on how to work with Strada and review key artifacts used throughout the project. Develop Tenant Management Plan R/A C/I Manage Strada resources for project related activities R/A C/I Functional Provide Initial Prototype Build Data Gathering Workbook R/A C/I • A template of the key data elements required to build the Foundation Tenant. Completed Initial Prototype Build Data Workbook C/I R/A • Template with all required fields populated by Client with current data from their legacy application and returned to Strada for configuring the Initial Prototype. Build Initial Prototype—Foundation Tenant R/A C/I • Initial Workday Prototype configured using the completed Data Gathering Workbook. • This prototype will be used during the project kickoff and requirements workshops. Integrations Integration Questionnaires walkthrough R/A C/I • Prior to the end of Plan,Strada to execute integration questionnaire walkthrough with Client. 77 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Completed Integration Questionnaires C/I R/A • Prior to the end of Plan,Client to complete integration questionnaire for the Integration Requirement Finalization sessions. HCM Reporting Workstream Initiation R/A C/I Custom • Strada provide HCM report inventory template and conduct Reporting walkthrough with Client. Fit/Gap Client adds requested HCM reports and report samples to HCM report C/I R/A inventory. Strada schedule reporting discovery workshop and fit/gap working session(s). R/A C/I FIN Custom Reporting Workstream Initiation R/A C/I Reporting • Strada provide FINS report inventory template and conduct Fit/Gap walkthrough with Client. Client adds requested financial reports and report samples to the FIN report C/I R/A inventory. Strada schedule reporting discovery workshop and fit/gap working session(s). R/A C/I Conversion Compile and deliver Foundation Tenant data C/I R/A • A small subset of data for the full population used for demonstration purposes throughout the requirements workshops. Convert Foundation Tenant data R/A C/I • This prototype will be used during the project kickoff and the requirements workshops. Production Conduct Production Preparedness Kickoff R/A C/I Preparedness Educate the Client project for life in Production and discuss the meetings throughout the project. esting- Designate a dedicated,full-time Client Testing Lead to manage and oversee C/I R/A Essential with Client test deliverables Automation Prepare Testing Introduction with Unit Test resource estimators R/A C/I Prepare Testing workstream kick off materials R/A C/I Conduct Testing workstream kickoff session R/A C/I Populate Project Plan aligned to key milestone dates R/A C/I Complete Program Administration tasks-update weekly status report and R/A C/I project plan,attend status meetings Finalize Project Plan in coordination with Client Testing Lead R/A C/I Develop overall Workday training plan for testers C/I R/A Identify Client testing resources(Functional&Integration for Unit Test and C/I R/A End-to-End) Schedule and run regular Test Lead Planning meetings with Client Test Lead R/A C/I counter-part and Project Managers 78 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Change Change Management Kickoff R/A R/C Management— Lead and . Review scope and change journey Execute Review of Strada-provided change management artifacts,tools and templates. • Alignment on team roles&responsibilities Change Management Strategy R/A R/C Establish the overarching framework for the Change Management workstream, including: • Framework for delivery • Success measures • Risks to adoption • High-level timeline Stakeholder Analysis R/C R/A • Analysis to determine specific stakeholders and stakeholder groups that require regular change management interaction throughout the deployment. Note:Stakeholder Analysis is a living document that will be maintained throughout the course of the project. Change Management Work Plan R/A R/C Development and ongoing management of work plan for the Change Management workstream. Architect&Configure Workstream Key project tasks&deliverables Strada Client Project Finalize project plan R/A C/I Governance Functional Conduct Foundational Blueprint,Design/Configuration workshops R/A C/I Populate Configuration Data Gathering Workbooks(Templates) C/I R/A • The Configuration templates are used to document Configuration being delivered and decisions captured during working sessions. Conduct Business Process workshops R/A C/I • Using Strada POV Workday optimized business processes as a starting point,Strada will conduct Business Process workshops to demonstrate delivered business processes and analyze,optimize and document any changes to the selected business processes as described in the Project Scope. Complete Design/Configuration workbooks C/I R/A 79 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Conduct Reporting discussions R/A C/I • Strada will conduct discussions to review available Workday- delivered and Strada POV-delivered reports.Further discussions will be had to identify what custom reports might be needed in addition to what is already delivered. Complete Custom Report Requirement templates C/I R/A • The Report Requirement templates are used to document the desired criteria,fields and sorting to be used when building the reports. Complete Knowledge Transfer plan R/A C/I Build Configuration Tenant R/A C/I • Configuration Tenant built based on the information collected in the Requirements Workshops. • This build includes configuration data,as well as full worker data provided by Client in the Data Gathering workbooks Conduct Unit Test/Client Confirmation sessions R/A C/I • Facilitated session to review Configuration Tenant Build based on requirements gathered during the Requirements Workshops Conduct Unit Testing(Configuration Tenant) C/I R/A • The Client team is responsible for validating its accuracy using the Foundational Blueprint as a point of reference. Identify Required Configuration and Business Process Changes C/I R/A Payroll Lead-Draft Parallel Testing R/A C/I Payroll Lead Provides draft Payroll Parallel Schedule and Timeline R/A C/I Payroll Parties finalizes Parallel Testing Plan—including plan for catch up R/I R/A transactions,integrations and data load requirements/cycle exit criteria Integrations Conduct integration requirement finalization workshops R/A C/I • Strada will schedule and execute Integration Requirements workshops to review completed integration questionnaires and document further required information,including details of the integration data endpoints to draft requirements. • Alignment of integration security approach. Draft requirements for Strada-owned and Shared-development R/A C/I integrations documenting the business needs for each integration including data elements,file specifications and affected business processes for requirements approval. • Draft requirements for Client-owned integrations for requirements approval. 80 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Requirements approval and sign-off by Client prior to Strada commencing C/I R/A design of the integration. Create integration design documents for Strada-owned or integrations R/A C/I designated as Shared-development • For integrations designated as Shared-development,execute design walkthrough with Client. Identify and migrate PPD integrations from Strada PPD tenant to Client R/A I tenant Build and Unit Test Integrations Strada-owned R/A I • Any Strada-owned integration will be developed,and unit tested by Strada. Build and Unit Test Client-owned or Shared-development Integrations I R/A • Any Shared-development or Client-owned integrations will be developed,and unit tested by Client. Issue Resolution R/A C/I • Strada may request additional information on integrations during development and unit testing. Schedule Knowledge Transfer for Strada-owned Integrations for Testing R/A C/I Execute Knowledge Transfers of Strada-owned integrations for Testing R/A C/I Perform Integration Migration to Testing Tenant R/A I HCM Custom Conduct initial Fit/Gap analysis for each report in report inventory R/A C/I Reporting Fit/Gap Conduct reporting discovery workshop R/A C/I Conduct weekly working sessions to review Fit/Gap results to define R/A C/I custom report needs,hours effort estimates,and priority. Report design is not included. Client provide approval of list of custom reports from working sessions to C/I R/A be added to project scope,as appropriate. Strada provide reporting questionnaire and conduct walkthrough with R/A C/I Client HCM Custom Client provide completed reporting questionnaire I R/A Reporting Pool Conduct reporting requirements deep-dives R/A C/I Draft requirements for Strada-owned custom reports and provide to R/A C/I Client Client provide custom report requirements approval prior to Strada C/I R/A commencing build of the Strada-owned reports Build and unit test Strada-owned custom reports R/A C/I Build and unit test Client-owned custom reports I R/A 81 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Conduct weekly Client-owned custom report build support meeting,as R/A C/I required Perform migration of Strada-owned custom reports to testing tenant R/A C/I Perform migration of Client-owned custom reports to testing tenant C/I R/A FIN Custom Conduct initial Fit/Gap analysis for each report in report inventory.Fit/Gap R/A C/I Reporting working session(s)include the following: Fit/Gap • Review of each report to determine if it's a Delivered,POV,or Custom Report • Any modifications to the Delivered or POV reports will be a Custom Report Conduct reporting discovery workshop R/A C/I Conduct weekly working sessions to review Fit/Gap results to define R/A C/I custom report needs,hours effort estimates,and priority.Report design is not included. Client reviews delivered reports from Fit-Gap to determine if they meet C/I R/A requirements. Client provides approval of list of custom reports from working sessions to C/I R/A be added to project scope,as appropriate. FIN Conduct reporting requirements deep-dives R/A C/I Custom Reporting Pool Draft requirements for Strada-owned custom reports and provide to R/A C/I Client Client provides custom report requirements approval prior to Strada C/I R/A commencing build of the Strada-owned reports Build,unit test and E2E test Strada-owned custom reports R/A C/I Build,unit test and E2E test Client-owned custom reports. I R/A Schedule knowledge transfer of Strada-owned custom reports R/A C/I Perform migration of Client-owned custom reports to testing tenant C/I R/A Conversion Conduct Conversion Discovery workshop R/A C/I • Strada will run a series of meetings to define scope,walk through the conversion extract templates and outline the conversion file delivery schedule. Create Conversion Strategy document R/A C/I • Document that details the data conversion approach and strategy for the project. Build Conversion extracts C/I R/A Deliver Conversion extract files C/I R/A 82 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Review of initial draft of Conversion extract files R/A C/I • Strada will review all draft conversion extract files and provide feedback to Client on what data has errors and what data does not meet standards. Perform Configuration Tenant Conversion R/A C/I Conduct Configuration Tenant Data Validation kickoff R/A C/I • Strada will facilitate an onsite session to walk Client through data conversion errors and provide a suite of reports to assist in data validation. Perform Configuration Tenant Data Validation C/I R/A • Client to execute a series of tasks to validate data and either confirm correctness or identify changes for next prototype. Production Conduct Production Preparedness Workshop#1 R/A C/I Preparedness • Review Support Model • Review Governance Support Model Conduct Production Preparedness Workshop#2 R/A C/I • Review Planned Support Resourcing • Review Governance examples Testing— Draft,present,and refine Test Strategy R/A C/I Essential with Automation Review,socialize,provide feedback,approve final Test Strategy C/I R/A Draft Configuration Unit Test Plan R/A C/I Deliver Configuration Unit Test Plan workshop R/A C/I Review and update Unit Test baseline scenarios by 1)replicating scenarios C/I R/A as needed to support testing of unique requirements by country,or business process differences defined in Architect workbooks and 2) assigning testers.Provide final version to Strada to load to Test Management tool(lira) Ensure all Unit testers take Workday training C/I R/A Set-up Jira dashboards&reporting R/A C/I Load Unit Test scenarios to Jira R/A C/I Provide Unit Test Jira access and training to testers R/A C/I Prepare,refine and present Unit Testing kickoff in coordination with Client R/I A/C Testing Lead Attend Customer Confirmation Sessions C/I R/A Log and track Customer Confirmation Session issues in Jira C/I R/A 83 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Coordinate Unit testing logistics,meeting rooms,conference call details C/I R/A Deliver Unit Test execution kick-off and Jira training in joint coordination R/I A/C between Strada and Client testing Leads Execute Unit Testing C/I R/A Facilitate periodic Unit Test progress and bug review meetings as needed C/I R/A Attend and support Unit Test progress and bug review meetings as needed R/A C/I Log Unit Test results and bugs in Jira C/I R/A Resolve Unit Test bugs logged in lira R/A C/I Support test teams with Unit Test bug logging&escalations R/A C/I Provide Unit Test metrics and reports R/A C/I Prepare and deliver Unit Test Exit Workbook for sign off R/A C/I Review Unit Test Exit Workbook and Sign off on Unit Testing C/I R/A Deliver End to End Test Plan workshop R/A C/I Provide End-to-End Planning and baseline scenarios R/A C/I Review automation End-to-End Test scenarios C/I R/A Finalize manual End-to-End Test scenarios C/I R/A Prepare data mining and staging of End-to-End Test population C/I R/A Data mine and stage End-to-End Test population R/A C/I Draft User Readiness Plan(optional) C/I R/A Ensure all End-to-End testers take Workday training C/I R/A Load End-to-End Test scenarios to Jira R/A C/I Provide End-to-End Jira access and training to testers R/A C/I Prepare,refine and present End to End Testing kickoff in coordination with R/A C/I Client Testing Lead Change Impact Analysis R/A C/I Management— • Develop an organized approach to identifying key variations from Lead and Execute current state to future state,including socialization of the process to targeted Client SMEs.Changes may be technical,policy, process,cultural,or organizational in nature. • Facilitate the activity,review impacts for clarity Note.The Impact Analysis is a living document that will be maintained throughout the course of the program. 84 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Impact Analysis C/I R/A • Identification of SMEs to capture change impacts from current state to future state Change impact collection End-User Communication and Engagement Plan R/A C/I • Organized series of communication campaigns designed to build organizational alignment and readiness. • Identification of specific deliverables,audiences and timing.Begin development/execution of up to 25 enterprise communication tactics to core audiences. End-User Communication and Engagement Plan C/I R/A • Develop targeted communications to non-enterprise/localized audiences. • Facilitate engagement events. • Review,approve,and distribute communications. Change Network Plan R/A C/I • Plan to engage with identified change network on a recurring basis • Includes development of up to 5 set of materials to support Change Network activities Change Network Plan C/I R/A • Identification of participants. • Management of change network events and activities,including facilitation. End-User Training Deliverable Plan R/A R/C • Organized series of training deliverables designed to facilitate successful adoption of new ways of working. • Identification of specific deliverables(by enterprise audience) including content development timeline and Strada/Client developer assignments. • Finalize design of templates. 85 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Measurement:Business Readiness Execution R/A C/I • Readiness measurement occurs via mid-project and pre-Live Date assessment,plus post Live Date adoption assessment. • Development of pulse surveys,review of findings and strategic recommendations. Measurement:Business Readiness Execution C/I R/A • Deploy business readiness activities,adoption pulse surveys. Sustainment Strategy R/A R/C • Approach to ensuring the organization is ready to sustain change over time and prepared for ongoing tool releases. • Includes counsel on Workday-provided support resources. Test orkstream Key project tasks&deliverables Strada Client Project Create Cutover plan C/I R/A Governance • Plan that contains detailed steps for deploying the Workday Service to production. Functional Build End-to-End Tenant R/A C/I • Configuration(End-to-End)Tenant build based on the information collected in the Architect&Configure stage. • This build includes configuration data and full worker data provided by Client in the Data Gathering workbooks. Conduct End-to-End Test(End-to-End Tenant)Testing C/I R/A • The Client team is responsible for validating its accuracy using the Requirements documentation as a point of reference. Payroll Lead build Parallel Test Tenant and configure Payroll Parallel comparison R/A C/I tools. Test Lead updates Ara gadget for tracking Payroll Parallel defects R/A C/I Provide the appropriate HR,Benefits,Time and Absence Data and all other C/I R/A Payroll legacy data required for the compare. Perform data entry(Manual,EIB,Inbound,Integrations)to support payroll C/I R/A processing,including any catch-up transactions required to complete subsequent payroll comparison cycles. Execute integrations,as needed,including performing validation of the C/I R/A integration output files(comparison of Workday and Legacy production systems). Payroll Lead Execute the comparison process using Strada's custom payroll R/A C/I comparison tools for all cycles(minimum of two cycles)until acceptable tolerance levels have been met.The last test cycle exit criteria is 99%. 86 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Payroll Lead provide Gross to Net payroll comparison results reporting including R/A C/I Gross,Earnings,Deductions,and Taxes tolerances,acceptable and known differences. Research any differences and log defects as appropriate in Jira C/I R/A Payroll Lead schedule,coordinate,and facilitate periodic Payroll Parallel defect C/I R/A review meetings,as necessary. Payroll Lead resolve Parallel defects logged in Ara R/A C/I Payroll Lead support Payroll Parallel Testing Escalations R/A C/I Payroll Lead prepare Delivery Assurance Artifacts R/A C/I Payroll Lead prepare Sign-Off materials R/A C/I Sign off Parallel Testing(approved ready for Production) C/I R/A ick off Integration Testing Approach with vendors and customer internal R/A C/I esources. onduct Integration Test Planning Meetings C/I R/A xecute and Test integrations C/I R/A Integration repare and present metrics on Integration Test progress C/I R/A upport test teams with issue logging/escalation R/A C/I ign off each Integration(approved ready for Production) C/I R/A HCM Custom Client conduct report testing C/I R/A Reporting Pool Support Client testing and provide troubleshooting assistance for Strada-owned R/A C/I custom reports. Conduct weekly Client-owned custom report testing support meeting,as R/A C/I required. Client to provide approval that testing is complete I R/A FIN Custom Client conduct report testing C/I R/A Reporting Pool Support Client testing and provide troubleshooting assistance for Strada-owned R/A C/I custom reports. Conduct weekly Client-owned custom report testing support meeting,as I R/A required. Client to provide approval that testing is complete I R/A Conversion Perform Tenant Conversion R/A C/I • Repeat the conversion activities identified in Architect& Configure to create the End-to-End Tenant(Parallel Tenant,if required). Close Provide Jira exports of all Functional and Integration Program Test scenarios with R/A C/I steps,and bugs for audit tracking. Production Conduct Production Preparedness Workshop#3 R/A C/I Preparedness • Review resourcing and identify gaps • Review Governance Support Model and identify gaps • Wrap up production preparedness ttend Tenant Handoff sessions C/I R/A 87 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Prepare,refine and present End-to-End Testing kickoff in coordination with Client R/I A/C Testing Lead. Coordinate End-to-End Testing logistics and day-to-day testing activities including C/I R/A regularly scheduled bug calls. Execute automated End-to-End test scenarios R/A C/I Execute manual End-to-End test scenarios(a selected portion of the E2E testing C/I R/A volume ensuring the client is prepared to sign off and operate at Go-Live). Support End-to-End Testing escalations R/A C/I Facilitate periodic End-to-End Testing progress and bug review meetings as C/I R/A Testing- needed. Essential with Attend and support End-to-End Testing progress and bug review meetings,as R/A C/I Automation needed. Log manual End-to-End Test results and bugs in Jira C/I R/A Resolve End-to-End bugs logged in Jira R/A C/I Provide End-to-End Test metrics and reports R/A C/I Review,evaluate,and approve automation End-to-End testing results C/A R/I Complete User Readiness(optional) C/I R/A Prepare End-to-End Testing Exit Workbook for sign off R/A C/I Sign-off manual and automation End-to-End Testing(approved ready for C/I R/A Production). Close Provide Jira export of project tests and bugs R/A C/I Change End-User Training Materials R/A C/I Management— Development of training materials to build proficiency,enable adoption; Lead and includes up to: Execute • 30 job aids • One microlearning video • One concept deck End-User Training Deployment&Logistics Plan C/I R/A • Determine training deployment approach,course sequencing,and delivery schedule. • Determine strategy for storage and access to end-user training materials(e.g.,LMS,intranet site,etc.). • Manage training logistics(e.g.,distribution of meeting invitations, registration,conference room scheduling,participant tracking,post training follow-ups,etc.). Train-the-Trainer/instructor-Led Training R/A C/I • Development of presentation-style materials focused on Live Date key concept and process changes;includes speakers notes. Measurement:Adoption Measurement Plan R/A R/C • Identify key metrics across Workstreams to measure post Live Date adoption. 88 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Measurement:Adoption Measurement Plan C/I R/A • Implement measurement plan post go-live. Sustainment Strategy C/I R/A • Approve and implement Sustainment Strategy. Deploy orkstream Key project tasks&deliverables Strada Client Project Live Date checklist R/A C/I Governance Functional Facilitate Knowledge Transfer R/A C Build Gold Tenant R/A C • The final configuration and full data conversion load into the Pre- Production Tenant(Gold)in preparation for Production. Pre-Production(Gold)Tenant R/A C • Verify Client has reviewed and approved all data converted into Pre- Production(Gold)Tenant. • Perform any manual configuration changes. • Client to enter Catch-up Transactions Validate Pre-Production(Gold Tenant) C/I R/A • Client will complete final validation and provide sign off that all Configuration and Worker Data Conversion has been completed in the Pre-Production Tenant. Manage Project Cutover Plan C/I R/A Transition to Production Services C/I R/A Provide Cutover Support R/A C Integrations Schedule Knowledge Transfer for Strada-owned Integrations for Production C/I R/A Transition. Execute Knowledge Transfers of Strada-owned integrations for Production R/A C/I Transition. Confirm Integration Cutover plan dates C/I R/A Perform Integration Migration to Production Tenant R/A C/I Production Support for Strada-owned Integrations R/A C/I Production Support for Client-owned and Shared-development integrations I R/A Run Strada transitionary integration and share results with client team R/A I catalog extract of integrations containing schedule and contact details to be R/A C/I used for Deploy planning. HCM Custom Schedule and execute knowledge transfer of Strada-owned custom reports for R/A C/I Reporting production transition Pool Perform migration for Strada-owned custom report to production tenant R/A C/I Perform migration for Client-owned custom report to production tenant C/I R/A 89 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A Production support for Strada-owned custom reports R/A C/I Production support for Client-owned custom reports I R/A FIN Custom Perform migration for Strada-owned custom report to production tenant R/A C/I Reporting Pool Perform migration for Client-owned custom report to production tenant C/I R/A Production support for Strada-owned custom reports. R/A C/I Production support for Client-owned custom reports. I R/A Conversion Perform Tenant Conversion R/A C/I • Repeat the conversion activities identified in Architect&Configure for the final tenant. Testing Provide Jira exports of all Functional and Integration Program Test scenarios with R/A C/I steps,and bugs for audit tracking(Note:no screenshots or attachments are included in the Ara export.). Change End-User Training Materials R/A C/I Management Deployment of end-user training materials for individual,just-in-time use. Lead and rain-the-Trainer/Instructor-Led Training R/A C/I Execute Co-facilitation of series of train-the-trainer/instructor-led training sessions for target audience(s). Train-the-Trainer/instructor-Led Training C/I R/A Co-facilitation of series of train-the-trainer/instructor-led training sessions for arget audience(s),coordination of logistics,etc. Recurring Project Project plan maintenance R/A C/I Governance • Review project plan eekly status meetings/reports R/A C/I Participate in monthly Steering Committee meeting R/A C/I Conduct monthly Steering Committee meeting C/I R/A Own Risk Management Log R/A C/I Own Issue Management Log R/A C/I Own resolution of Client-owned issues C/I R/A oordinate Delivery Assurance activities R/A C/I Exhibit A: Strada Tools and Functions Served Function Served Tool Name Technology Notes Used AW= 90 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A • Client Project Hub allocated in Smartsheet upon signing of agreement • All project controls originate from project hub,including project plan,issues log, workstream breakout information,and Project Governance Client Project Smartsheet status reporting and Collaboration Hub • Personally Identifiable Information(PII) cannot be used on the Project Hub • Use of additional project management controls or tools will require change request • Document Library created as part of project hub allocated upon signing of agreement • Personally Identifiable Information(PII) Document Sharing and Client Project cannot be used on in the Document Document LibraryHub Smartsheet Libraries • Use of additional document libraries or document repositories will require change request • Strada Microsoft Teams will be used for meeting administration • Instant Messaging currently only available Meeting Collaboration Microsoft for Strada internally;if required,Strada TechnologyMicrosoft Teams Teams will consider alternatives • Changes to meeting collaboration approach requires change request • Data Validation is performed by Strada Data Conversion Accelerator and provides rapid Internal Review of data • Data Validation is non-cloud based and Strada Data cannot execute in a Virtual Desktop Data Validation Conversion Proprietary Instance(VDI)environment Accelerator • Use of VDI,additional Data Validation technologies,or additional data quality management(DQM)tools will require a change request 91 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A • Integration requirements and integrations status tracked in Strada's proprietary Strada Development Catalog • Use of Strada Development Catalog is Integrations Strada endemic throughout Strada project Development Proprietary lifecycle and expediting integrations Requirements Catalog development • Use of alternate integration requirements gathering mechanisms will require a change request • Sensitive data that includes PH will be transferred between the client and Strada using Strada's Managed File Transfer Strada MFT/Security Data Transfer Move IT Proprietary (MFT)tool • Use of alternative or additional MFT tools will require a change request • Test tracking will be performed in Strada's instance of JIRA Configuration Unit • Strada's testing and implementation Test Tracking and End- Strada JIRA Atlassian JIRA methodology for Test phases is deeply to-End(E2E) Instance connected with use of the JIRA tool Commented[NR1]:Strada-How many parallels will be Test Tracking done?Is this outlined somewhere in the SOW?The City • Use of alternative or additional Testing would like to see a minimum of 4 parallels tools will require a change request Commented[JM2R1]:As the City has bi-weekly pay cycles,there will be a minimal of 2 pay cycles(referred to as • Test tracking will be performed in Strada's check-to-check)tested,with high level exit criteria for each instance of JIRA test.The teams will align on what dates as a part of the payroll strategy and documentation for the workstream. • IStrada's parallel payroll approach deeply j There are key activities,such as a plan for catch up Strada Payroll connected with use of the internal parallel transactions,integrations and data load loading(noted in Parallel Comparison comparison tool the RACI that to increase to 4 cycles,will increase the Tool Parallel Proprietary p ) Y Comparison Tool parallel testing window/overall timeline of the project. • Workdays PROVE tool will not be used Is Is there a specific concern that the City has in requesting 4 • Use of additional parallel comparison tools p p \ � test cycles for payroll. will require a change request Commented[NR3R1]:Strada-How do you schedule 2? What ha• � , ppens if these do not go well?Does this push the timeline or is there a contingency period?We would like to have time for 2 more just in case to make sure that payroll is Project Tool Hardware Laptops • Strada team will use Strada-owned/issued done correctly and we can adhere to the timeline. laptops for the project Commented[JM4R1]:We will need to review as adding 2 more cycles will impact the project timeline.The first compare cycle typically takes 3 weeks,the next cycle is 2 weeks. Commented[NRSR7]:Let's discuss on our 11/5 call Commented[JM6R1]:City-Please see the RACI Architect and Configure(payroll p 72)and RACI Test(payroll p 84)with updates to Payroll. 92 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A • Strada uses a secure method of logging into Strada system through VPN • Strada team cannot access tools that house client-specific data without logging Project Tool Hardware VPN in through VPN • Use of client VPN will require a change request and could potentially impact the timeline Glossary of Terms and Baseline Assumptions Cloud Service For purposes of this SOW,"Cloud Service"means the cloud-based software services provided to Client pursuant to a separate and independent agreement between Client and the provider of such cloud-based software services, which will be accessed by Strada in connection with providing the Services. Client shall obtain any licenses and authorizations relating to the Cloud Service to the extent necessary to enable provision of the Services. Strada's service offering is predicated on using the Cloud Service and any references to the"system"and"platform"herein shall refer to the Cloud Service unless the context clearly indicates otherwise. Client business processes will be implemented within the Cloud Service's configuration options. Deliverables For the purposes of this SOW,"Deliverables"shall mean any configurations of,reporting functionality for data from,and integrations to/from the Cloud Service that are specific to,and created and delivered solely and exclusively for,Client by Strada(determined without regard to any references to"deliverable"in other sections of this SOW). Tenant For the purposes of this SOW,"Tenant"or"tenant"shall mean the instance of Workday that include a set of your organization's data.The tenant will be used for configuration and testing of business requirements set forth on the implementation by the Client. Baseline Assumptions 1. For purposes of this SOW,Workday is the Cloud Service.Only functionality that is available with the current commercially available Workday release at the reservation date can be considered for deployment.Changes to the Workday Release will be assessed by the Client and Strada PMO for fit into the current project timeline for deployment. 2. Client is responsible for the user experience including but not limited to manager and employee training and user enablement. 3. Except where noted explicitly in the Functional Configuration Parameters described herein: a. WD Setup will be the baseline for configuration, 93 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit A b. WD Setup provides a robust,preconfigured role-based and user-based security group structure. Client will map responsibilities to delivered security groups,with no need for changes to existing structure or creation of custom security groups or roles. c. Strada will enable delivered security for all Workday standard reports related to the SKUs listed in section II,Project Overview/Background. CONFIDENTIAL.2024 Strada U.S.Professional Services,LLC 94 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES Master Subscription Agreement This Master Subscription Agreement is by and between SpryPoint Services, Inc. ("SpryPoint) a Canadian Corporation with offices at 45 Queen Street, Charlottetown, PE C1A 4A4 and City of Petaluma ("Client")with offices at 11 English Street, Petaluma, CA 94952 (each a"Party or collectively "Parties") and shall come into effect on the date last signed by the Parties ("Effective Date"). Whereas SpryPoint provides a subscription Service to which Client intends to subscribe, this Agreement establishes the business relationship and allocation of responsibilities regarding the Service and the Parties therefore agree as follows. The exhibits and schedules attached hereto are an integral part of this Agreement and are deemed incorporated by reference herein. SpryPoint agrees to perform the services described below in accordance with the terms and conditions of this Agreement. Should there be a conflict of terms or conditions, this Agreement shall control, and the order of precedence shall be as follows: 1. Master Subscription Agreement 2. Exhibit A—Statement of Work 3. Exhibit B— Pricing Schedule 4. Exhibit C—Service Level Objectives 5. Exhibit D— Insurance Requirements 6. Exhibit E— Data Processing DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement. "Agreement" means this Master Subscription Agreement, including any exhibits or attachments hereto or any other document explicitly incorporated herein. "Confidential Information" refers to the following types of material or content one Party to this Agreement ("Discloser") discloses to the other ("Recipient"): (a) any information Discloser marks or designates as "Confidential" at the time of disclosure; and (b) any other non-public, sensitive information disclosed by Discloser including, but not limited to code, inventions, know-how, business, technical, and financial information, or other information which should reasonably be understood by the Recipient to be confidential at the time it is disclosed, due to the nature of the information and the circumstances surrounding such disclosure. Confidential Information does not include information that: (i) is lawfully in Recipient's possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to the Discloser's Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient's or any other person's or entity's improper or illegal action or inaction; or(iv) is obtained by the Recipient from a third party who had the legal right to disclose such information. "Client Data" means information that is comprised of data obtained from, used in, stored or generated by the Client as the result of the use of the Service. Verson:06072024 Master Subscription Agreement Page 1 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES "Client Input" means suggestions, enhancement requests, recommendations or other feedback provided by Client, its employees, or any other person or entity acting at the Client's direction, relating to the operation or functionality of the Service. "Intellectual Property Rights" means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto. "Malicious Code" means viruses, worms, timebombs, trojan horses and other malicious code, files, scripts, agents, or programs. "Messaging Service" means the messaging capabilities provided with the Service. "Service" means the SpryPoint applications as identified in the Pricing Schedule and further described in the Statement of Work and Documentation. "SpryPoint Documentation" means the Service's standard user manuals and any other accompanying documents related to the Service delivered to the Client. "Updates" means all changes to the Service and SpryPoint Documentation as developed by SpryPoint and made available to the Client. 1. Provision of Service. 1.1 SpryPoint Obligations. SpryPoint shall make the Service available to Client in accordance with the terms of this Agreement. 1.2 Client Obligations. Client must use the Service in compliance with this Agreement and in accordance with the SpryPoint Documentation. Client shall: (a) have sole responsibility for the accuracy, quality, and legality of all Client Data and (b) take commercially reasonable efforts to prevent and be responsible for unauthorized access to, or use of, the Service and notify SpryPoint promptly of any such unauthorized access or use. Client shall not: (i) use the Service in violation of applicable laws; or (ii) send or store Malicious Code by way of the Service or its related systems or networks. Client shall designate named contacts to request and receive support services from SpryPoint. Named support contacts must be trained on the SpryPoint Service for which they initiate support requests. Client shall be liable for the acts and omissions of all persons or other legal entities that it allows to access (including unauthorized access)the Service. 1.3 Acceptable Use. Client acknowledges and agrees that SpryPoint does not police the content of Client Data nor communications of Client or its users transmitted through the Service, and that SpryPoint shall not be responsible for the content of any such communications or transmissions. Client shall use the Service exclusively for authorized and legal purposes, consistent with all applicable laws and regulations and this Agreement. Client is solely responsible for (a) assuring that the disclosure and use of Verson:06072024 Master Subscription Agreement Page 2 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES Client Data, content, or information provided to SpryPoint does not violate any applicable law or infringe upon the Intellectual Property Rights of any third party and (b) using any reports and other materials prepared by Client through the Service in a manner that will not violate any applicable law or infringe upon the Intellectual Property rights of any third party. Client agrees not to post or upload any content or data into the Service which (aa) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (bb) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or(cc)otherwise violates any applicable law. SpryPoint may remove any violating content posted or transmitted through the Service, without notice to Client. SpryPoint may suspend or terminate any user's access to the Service upon notice in the event that SpryPoint reasonably determines that such user has violated the terms and conditions of this Agreement. 2. Fees. 2.1 Invoices & Payment. All fees are quoted and payable in United States Dollars, unless stated otherwise.All invoiced charges are due net 30 days from the invoice date. Late payments may accrue interest at the rate of 1.5% per month.All payment obligations are non-cancelable, and all payments made are non-refundable. SpryPoint, without limiting its other rights and remedies, reserves the right to suspend the Service until such amounts are paid in full. All fees invoiced pursuant to this Agreement do not include any applicable taxes. Client shall be solely responsible in the event any authority imposes a duty, tax, levy, or fee (excluding those based on SpryPoint's net income) directly upon the Client in relation to this Agreement. 2.2 Usage Metric Verification Process for SpryMobile. Client has access to self-service usage metrics 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 usage metrics through a quarterly audit and will bill any changes annually. Audit results will be shared with Client. Any use exceeding the usage metrics within scope and as defined in Exhibit B will be subject to fee adjustments as indicated above. Fees accrue in the calendar month the excess use began. 2.3 Integrated Notification Services. The SpryPoint platform includes integrated notification services which can be enabled by Client for the purposes of customer alerts and notifications. SpryPoint's Integrated Notification services include: • Inbound and outbound SMS text messaging • Outbound voice messaging • Inbound and outbound email messaging The ongoing usage costs will be invoiced quarterly based on actual usage as identified in Exhibit B Pricing Schedule. Verson:06072024 Master Subscription Agreement Page 3 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES 3. Proprietary Rights 3.1 SpryPoint Intellectual Property Rights. SpryPoint retains all right, title, and interest in and to the Service, SpryPoint Documentation and other SpryPoint Intellectual Property Rights including any related methodologies, techniques, processes, and instruction developed by SpryPoint and used in the course of delivering the Service under this Agreement. No rights are granted to Client hereunder other than expressly set forth herein. Client shall not (and shall not allow or cause any third party to) (a) reverse engineer, modify or copy the Service or SpryPoint Documentation or create any derivative works based on the Service and SpryPoint Documentation; (b) copy any features, functions, interfaces, integrations or graphics of the Service or SpryPoint Documentation; or (c) access the Service or SpryPoint Documentation in order to build any commercially available product or service. 3.2 Client Rights. SpryPoint hereby grants to Client a non-exclusive, non-transferable, non- perpetual, limited license to use the Service and SpryPoint Documentation in accordance with the terms and conditions of this Agreement. 3.3 License to Host Client's Data.Client grants SpryPoint and SpryPoint's hosting partners a worldwide, limited-term license to host, copy, transmit and display Client Data, as necessary for SpryPoint to provide the Service in accordance with this Agreement. As between SpryPoint and Client, SpryPoint acquires no right, title, or interest from Client under this Agreement in, or to, Client Data. 3.4 License to use Client's Feedback. Client grants to SpryPoint and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Service any suggestion, enhancement request, recommendation, correction, or other Client Input relating to the Service. SpryPoint shall have no obligation to incorporate Client Input into the Service. 3.5 Statistical Information. SpryPoint owns all aggregated and statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, configurations, and performance results for the Service. SpryPoint may anonymously compile statistical information related to the performance of the Service for purposes of improving the Service, provided that such information does not identify Client Data or include Client's name. 4. Confidentiality 4.1 Confidentiality. A Party shall not disclose or use any Confidential Information of the other Party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement except with the other Party's prior written permission or as required by applicable law or by proper legal or governmental authority. If Client is required to disclose SpryPoint Confidential Information pursuant to applicable law or by proper legal authority, Client shall give SpryPoint notice of any such legal or governmental demand and reasonably cooperate with SpryPoint, at SpryPoint's expense, in any effort to seek a protective order or otherwise contest such required disclosure. Verson:06072024 Master Subscription Agreement Page 4 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES 4.2 Nondisclosure. A Party shall not use Confidential Information for any purpose other than to facilitate this Agreement. A receiving Party: (a) shall not disclose Confidential Information to any employee or contractor unless such person needs access in order to facilitate the Agreement and executes a nondisclosure agreement with Recipient and (b) shall not disclose Confidential Information to any third party without Discloser's prior written consent. 4.3 Protection. Each Party shall protect Confidential Information with the same degree of care it uses to protect its own Confidential Information, but in no event using less than a commercially reasonable standard of care. 4.4 Injunctive Relief. Recipient agrees that breach of Confidentiality would cause irreparable injury, for which monetary damages would be inadequate. If a Recipient discloses or uses any Confidential Information of the Discloser in breach of confidentiality protections hereunder, the Discloser shall have the right to, in addition to any other remedies available, injunctive relief to enjoin such acts. 4.5 Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license or any other right thereto. Discloser will retain all right, title, and interest in and to all of Discloser's Confidential Information. 5. Data Privacy &Security 5.1 SpryPoint use of Data. Client hereby grants SpryPoint a limited right to access, process, collect, store, generate, display, and use Client Data for the sole purpose of providing the Service. Notwithstanding the foregoing, SpryPoint may disclose Client Data as required by applicable law or by proper legal or governmental authority. SpryPoint shall give Client notice of any such legal or governmental demand and reasonably cooperate with Client in any effort to seek a protective order or otherwise contest such required disclosure, at Client's expense. 5.2 Data Security. Each Party shall be responsible for establishing and maintaining its own commercially reasonable data privacy and information security policies, including physical, technical, administrative, and organizational safeguards in relation to the Service. 5.3 Unauthorized Disclosure. If either Party believes there has been a security breach, such Party must notify the other Party upon the earlier of forty-eight (48) hours after discovery or any time frame required by applicable law unless legally prohibited from doing so. Each Party will provide commercially reasonable assistance to the other Party in mitigating such breach. 6. Warranties & Disclaimers 6.1 From SpryPoint. Verson:06072024 Master Subscription Agreement Page 5 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES a) Function: SpryPoint represents and warrants that, during the Term of this Agreement, the Service will perform materially in accordance with the SpryPoint Documentation. b) Intellectual Property Rights: SpryPoint represents and warrants that it owns the Service and has the power and authority to grant the rights in this Agreement without the further consent of any third party. c) Malicious Code: SpryPoint represents and warrants that to the best of its knowledge the Service does not contain any Malicious Code. 6.2 From Both Parties. Each Party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a materially adverse impact on its ability to perform as required by this Agreement. 6.3 Warranty Remedies. In the event of a breach of the warranty as set forth in Section 6.1, 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, Client's exclusive remedy shall be a refund of the subscription fees actually paid by Client for the twelve (12)month period immediately preceding notice to SpryPoint of such breach or discovery. 6.4 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES OUTLINED IN SECTION 6.1 AND 6.2 ABOVE, SPRYPOINT MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND/OR RELATED SPRYPOINT DOCUMENTATION. SPRYPOINT DOES NOT WARRANT THAT THE SERVICE WILL PERFORM WITHOUT ERROR OR THAT IT WILL RUN WITHOUT INTERRUPTION. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CLIENT IN CONNECTION WITH THE PROVISION OF THE SERVICE. 7. Indemnification. SpryPoint shall protect, defend, hold harmless and indemnify Client harmless against any loss, damage or costs in connection with claims, demands, suits or proceedings ("Indemnified Claims)" made or brought against Client alleging that the use of the Service infringes any third party's Intellectual Property Rights; provided, however, that Client; (a) promptly gives written notice of the Claim to SpryPoint; (b) gives SpryPoint sole control of the defense and settlement of the Claim; and (c) provides to SpryPoint, at SpryPoint's cost, all reasonable assistance. SpryPoint's obligations set forth in this section do not apply to the extent that such a claim for Indemnification arises out of: (a)Client's breach of this Agreement; (b) revisions to the Service made without SpryPoint's written consent; (c) Client's failure to incorporate Updates; (d) modification of the Service by any person or entity not authorized by SpryPoint to perform such modification (e) unauthorized use of the Service; or (f) use of the Service in a manner inconsistent with the SpryPoint Documentation or the terms of this Agreement. Furthermore,the obligation to indemnify shall not apply if such liability is ultimately Verson:06072024 Master Subscription Agreement Page 6 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES adjudicated to have arisen through the negligence or intentional misconduct of Client. If Client is enjoined from using the Service or SpryPoint reasonably believes it will be enjoined, SpryPoint shall have the right at its sole option, to obtain for Client the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing. 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 Clarifications and Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO SPRYPOINT'S INTELLECTUAL PROPERTY RIGHTS, INDEMNIFICATION OBLIGATIONS, RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, IN NO EVENT SHALL SPRYPOINT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY CLIENT IN CONSIDERATION FOR SPRYPOINT'S SERVICE DELIVERY DURING THE IMMEDIATELY PRECEDING 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. 8.2 Exclusion of Damages. IN NO EVENT SHALL SPRYPOINT HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, COST OF DATA RECONSTRUCTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION. 9. Term & Termination 9.1 Term of Agreement. This Agreement shall be valid as of the Effective Date and remain in effect until terminated pursuant to the terms contained herein. 9.2 Renewal. The Service shall automatically renew for successive terms of one year unless either Party provides the other written notice of termination a minimum of thirty(30)days prior to the expiration of the current term or the Service has been otherwise terminated in accordance with this Agreement. 9.3 Annual Escalation. The annual subscription service fee for the Service shall be subject to adjustment on each annual anniversary of the Effective Date at the higher of the following: Verson:06072024 Master Subscription Agreement Page 7 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES a) in accordance with the change in the USA Consumer Price Index ("CPI") as published by the Government of the United States. The CPI will be determined based on the percentage increase in the CPI for the twelve (12) month period ending with the calendar month which is three (3) months prior to the annual anniversary of the Effective Date b) 5%. 9.4 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. 9.5 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. 9.6 Access to Client Data. Upon written request by Client made prior to any expiration or termination of this Agreement, SpryPoint will make Client Data available to Client through the Service solely for purposes of Client retrieving Client Data for a period of up to sixty (60) days. After 60 days, SpryPoint will have no obligation to maintain or provide any Client data and shall thereafter, unless legally prohibited, delete all Client Data and will have no further obligation to make it available to Client. 10. Messaging. 10.1 Supplemental Messaging Service Terms. If Client elects to use SpryPoint's Messaging Service, the following supplemental terms ("Messaging Terms")will apply. 10.2 Responsibility & Risk. Client shall be solely responsible for the content of any communications which Client initiates or authorizes in connection with the Messaging Services. SpryPoint shall have no responsibility or liability with respect to messages or communications initiated or authorized by Client. Client assumes all risks associated with use of the Messaging Service 10.3 Messaging Indemnity. To the extent permitted by applicable law, 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. 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. Verson:06072024 Master Subscription Agreement Page 8 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES 11. Miscellaneous 11.1 Independent Contractor. SpryPoint and all persons employed by or contracted by SpryPoint to furnish labor and/or materials under this Agreement are independent contractors and do not act as agents or employees of Client. SpryPoint has full rights to manage its employees in their performance of the Service under this Agreement. This Agreement does not create, nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third-party beneficiaries to this Agreement. 11.2 Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of Delaware. 11.3 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon the third business day after first class mailing. Notices to the Client shall be sent to: City of Petaluma 11 English Street Petaluma, CA 94952] Attention: Jessie Gooch, Finance Director Notices to SpryPoint shall be sent to: Nick Stone, CFO 45 Queen Street Suite#401 Charlottetown, PE C1A4A4 11.4 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Neither Party's review, provision, acceptance, nor payments for any of the Services provided under this Agreement shall be construed to operate as a waiver of any SpryPoint's rights under this agreement or of any cause of action available to SpryPoint arising out of the performance of this Agreement. 11.5 Force Majeure. In no event shall SpryPoint be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, 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 Verson:06072024 Master Subscription Agreement Page 9 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES industry practices to resume performance as soon as practicable under the circumstances. 11.6 Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party (which consent shall not be unreasonably withheld). 11.7 Severability. To the extent permitted by the law, the Parties waive any provision of law that would render any clause of this Agreement invalid or unenforceable. In the event that a provision herein is held to be invalid or unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by the law, and the remaining provisions of this Agreement will continue in full force and effect. 11.8 Publicity. Except as required for the Service, SpryPoint shall not use Client's name, logos, or trademarks in any written press releases, advertisements and/or marketing materials without the prior consent of Client. SpryPoint is authorized to use Client's name as required to perform the Service. 11.9 Amendment. This Agreement may only be amended in writing by authorized representatives of each Party. 11.10 Execution in Counterparts: This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument. Client Name SpryPoint Signature: Signature: Name: Name: Nick Stone Title: Title: Chief Financial Officer Date Signed: Date Signed: Verson:06072024 Master Subscription Agreement Page 10 of 10 Docusip Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 (Statement of Work SpryPo'lnt SMART SOLUTIONS FOR Exhibit A - Statement of Work 45 Queen Street Charlottetown, PE SoryPoint,com CIA 4A4, Canada !)Statement ope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 of Work Table of Contents Table of Contents 1. Introduction 5 2. Project Principles 5 2.1. Guiding Principles 5 3. Scope of Work 6 3.1. Overall Project Approach 6 3.2. Pre-Project Initiation 7 3.3. Project Initiation 8 • Project Initiation — Pre Project Kickoff Error! Bookmark not defined. 3.3.1. Project Initiation — Project Kickoff 9 3.3.2. Deploy Environments 9 3.3.3. Project Initiation — Deliverables, Roles & Responsibilities 10 3.4. Analysis 12 3.4.1. Analysis— Foundation Training 12 3.4.2. Analysis— Data Review 12 3.4.3. Analysis —Workshop Questionnaires 12 3.4.4. Analysis —Workshops 13 3.4.5. Analysis— Solution Design Report 15 3.4.6. Analysis— Planning Documents 15 3.4.7. Analysis— Data Migration 15 3.4.8. Analysis— Reporting & Dashboards 16 3.4.9. Analysis — Deliverables, Roles & Responsibilities 18 3.5. Configuration 21 3.5.1. Configuration —Configuration Workbook&Workshops 21 3.5.2. Configuration — Bill Statement 21 3.5.3. Configuration —Collections Letters 22 3.5.4. Configuration — Miscellaneous Letters &Other Items 22 3.5.5. Configuration — Data Migration 22 3.5.5.1. Data Mapping 23 • Data Migration, Iterations & Refreshes 25 3.5.5.2. Summary of Data Iterations 26 3.5.5.3. Iteration 1 26 3.5.5.4. Iteration 2 27 3.5.5.5. Iteration 3 28 3.5.5.6. Iteration 4 28 3.5.5.7. Data Cleansing 29 3.5.5.8. Data Acceptance Testing 29 3.5.6. Configuration — Integrations & Enhancements 30 3.5.6.1. Integrations 30 3.5.6.2. Enhancements 30 Confidential I Copyright©2024 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 3.5.7. Configuration —Core Team Training 30 3.5.8. Configuration — Reports & Dashboards 31 3.5.9. Configuration — Security& Roles 31 3.5.10. Configuration — Deliverables, Roles & Responsibilities 32 3.6. Test 36 3.6.1. Test—Test Scripts 36 3.6.2. Test—Training Material 37 3.6.3. Test— Enhancement Testing 37 3.6.4. Test— Functional Testing 37 3.6.5. Test— Integration Testing 37 3.6.6. Bill Validation Testing 38 3.6.7. Test— User Acceptance Testing 39 3.6.8. Test—Client Driven Solution 39 3.6.9. Test— Deliverables, Roles & Responsibilities 40 3.7. Deploy 44 3.7.1. Deploy— Prerequisites 44 3.7.2. Deploy—Go Live Cutover Plan 45 3.7.3. Go/No Go Decision 45 3.7.4. Deploy— End User Training Material 45 3.7.5. Deploy— End User Training 46 3.7.6. Deploy— Mock Go Live 46 3.7.7. Deploy—Customer &Vendor Notifications 46 3.7.8. Deploy—Go Live 46 3.7.9. Deploy - Deliverable(s), Roles & Responsibilities 47 3.8. Operate 49 3.8.1. Operate— Post Go Live Support 49 3.8.2. Operate—Transition to Customer Success 49 3.8.3. Operate—System Acceptance & Project Close Out 50 3.8.4. Operate— Deliverables, Roles, & Responsibilities 51 3.9. Project Governance 52 3.9.1. Project Management (PM) 52 3.9.2. Project Communications &Tools 52 3.9.3. Acceptance Period 54 3.9.4. Agreed Severity Definitions 55 3.9.5. Milestone Acceptance Process 56 3.9.6. Scope & Project Change Management 57 3.9.7. Issues and Risk Management 58 3.9.8. Conflict Resolution and Escalation Process 58 3.9.9. Project Working Times 59 3.9.9.1. Project Working Schedule 59 3.9.9.2. Statutory Holidays 59 3.9.10. Executive Steering Committee 61 3.9.11. Project Management Reoccurring Deliverables 62 4. Integrations & Enhancements 63 4.1. Integrations 63 4.2. Enhancements 69 S. Travel 70 6. Project Assumptions 70 6.1. General Assumptions 70 2 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 6.2. System Testing Assumptions: 71 6.3. Training Assumptions: 71 6.4. Production Readiness and Cutover Assumptions: 72 Project Staffing 73 7. 73 7.1. Staffing Matrix 73 7.2. SpryPoint Staffing Profiles 74 Client Staffing Profiles 74 7.3. 77 8. Appendices 83 8.1. Definitions 83 8.2. Milestone Schedule 89 8.3. Document Samples 104 8.3.1. Project Status Report - Sample 105 8.3.2. Risk Log 111 8.3.3. Change Order Form 113 3 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work Statement of Confidentiality The contents of this document are confidential and are supplied on the understanding that they will be held confidentially and not disclosed to third parties without the prior written consent of SpryPoint. 4 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work L 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 The City of Petaluma, CA ('the Client") with offices in Petaluma, CA. Background Statements: • SpryPoint will provide a range of software solutions and services to achieve a business solution that meets the identified Customer Information System (CIS) Solution ("Solution") requirements of the Client. Client is open to new ways to achieve the same outcome but are not looking to go backward in functionality or efficiency. • The Solution will encompass several SpryPoint products with Metabase included as a reporting and dashboard solution. The products include: o SpryCIS — Customer Information System o SpryMobile — Mobile Field Service o SpryEngage — Customer Engagement Portal o SpryIDM — Interval Data Management • The Client wishes to work together with SpryPoint for the implementation of the Solution and SpryPoint agrees to provide such services and/or software as agreed to in the terms provided herein. • This Statement of Work provides the general detailed terms and provisions that govern the delivery of all services and/or deliverables to the Client by SpryPoint. This document is one of several that constitute the Agreement. As such, if any discrepancy exists between the documents, the precedence shall be listed in the Statement of Work. These documents help define the project's scope and will guide its execution. 2. Project Principles 2.1. Guiding Principles The Project will employ the following guiding principles throughout its operation and execution: 5 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 1. Standardize and align business operations to Industry best practices where it makes sense. 2. The Project will be based on a Solution-Based' approach rather than a 'System- based' approach focusing on high value processes and driving efficiencies. 3. The Client will empower designated Project team members knowledgeable on current state of operations to make decisions that will bind the Client in future state business process operations. These designated team members will be represented in each workshop. 4. Leverage base application capabilities as much as possible and minimize Client specific customizations. 5. SpryPoint and the Client will operate as a unified team and partners in the execution of the Project. 6. There will be a focus and commitment to organizational change management and staff preparation and readiness throughout the Project. 7. Transparency of Project status and readiness will not be compromised regardless of desired outcome. 8. SpryPoint will lead the project and keep consistent communication and transparency in the progress tracking of the project as outlined in the Project Governance Section of this document. 3• Scope of Work 3.1. Overall Project Approach SpryPoint shall use its implementation methodology to deliver the SpryPoint Services, while reporting and delivering to the Client the requested deliverables and service levels in this SOW. SpryPoint will use its hybrid approach that brings together the best of the traditional Waterfall Methodology and combines it with the best elements of the Agile Methodology. This hybrid approach encompasses Project Management tasks, Pre-Project tasks, and five (5) phases, as follows: • Analysis • Configure • Test • Deploy • Operate The Project scope assumes all SpryPoint Products will go live at the same time. If it is determined during implementation to split up the go live of one or multiple products, the change order process will be engaged to outline any project impacts. 6 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work SpryPeint Implementation Methodology Project Schedule Configure to Model Data Conversion Final Conversion Continuous Initial Training Data Cleansing and End-to-end System Training Improvement Mapping Managed Services Fit/gap Analysis User Testing Cutover Planning operating Model Fit Technical Designs User Training Go Live Upgrades Data Conversion Plan Agile Configuration Agile Testing Scripts Sprints for faster feedback loop User Acceptance Testing Work Streams PROJECT MANAGEMENT DATA CONVERSION CONFIGURATION / INTEGRATIONS TESTING eTRAINING 3.2. Pre-Project Initiation Before Project Initiation there are several pre-project activities the Client can choose to perform to prepare for the implementation. Completion of these activities is not mandatory to start the project but will need to be completed at some point before go- live. • Documentation to gather: ✓ Operating policies: ✓ Any documentation on Standard Operating Procedures ✓ Published rules/policies ✓ Internal documentation — How Tos/Workflows, etc. ✓ Gather Lists of Information: ✓ Customer Forms (online or printed) ✓ Communications — letters (collections, budgets, payment plans, etc.) ✓ Service Order Types ✓ Credit Memos ✓ Miscellaneous Charges ✓ Billing Rates/details ✓ Penalty and collection rules ✓ GL codes used in CIS ✓ Meter data (counts, types of meters, inventory, GIS information) ✓ Staffing and Roles: ✓ Identify Subject Matter Experts 7 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work ✓ Grid of staff, roles, and responsibilities ✓ Field Operation users that will need to be engaged with SpryMobile ✓ Bill Statement ✓ Bill design, structure of content, changes from existing bill ✓ Goals of redesign ✓ Who needs to approve a new design? ✓ Does the new design need to be approved by a committee? If so, how long does this process take ✓ Reporting ✓ What reports do you have today? ✓ Do you still use this report and what is it for? ✓ Complete a Reports list ✓ Collect report samples ✓ Data Cleansing ✓ Start to identify problem records (accounts, customers, premises) ✓ Start to identify duplicate records ✓ Identify problems with data that should be resolved ✓ Identify fields that are multipurpose 3.3. Project Initiation Project Initiation describes the collaboration between the Client and SpryPoint to begin the project. SpryPoint cannot start project initiation until the contracts have been fully executed. Upon execution of the contract, SpryPoint will initiate the project, and start preparation and mobilization of its resources in accordance with the requirements defined in this SOW. 3.3.1. Project Initiation - Pre Project Kickoff Upon execution of the contracts SpryPoint will mobilize the SpryPoint project team to ensure they have a strong understanding of the Client and the project scope. Upon execution of the contracts SpryPoint will schedule a Pre Project-Kickoff Call with the Client's Project Manager to discuss next steps and to schedule the formal Kickoff meeting. As part of this call SpryPoint and the Client will work on access to the Project Infrastructure and finalize the approach for file sharing. Upon completion of this meeting, the SpryPoint Project Manager will finalize the initial SpryPoint Project Schedule and deliver it to the Client. As part of the initial planning dates will be determined for the Analysis Workshops. 8 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved 1;!) ope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Statement of Work 3.3.2. Project Initiation — Project Kickoff To get the project officially underway SpryPoint will conduct a formal Project Kickoff meeting with the Client and the Client Core Team. Prior to the kickoff meeting, the Agenda and presentation outline will be agreed by the Client. The purpose of the meeting is to level set on the Project goals and implementation approach for the SpryPoint. This will also allow the core team to ask any questions they may have for SpryPoint. The Client can record this session to share with other project team members and vendors as they are onboarded. 3.3.3. Deploy Environments SpryPoint will deploy environments as defined in the Exhibit B — Pricing Schedule. Upon deployment of the environments SpryPoint will setup access for Core Team, so the Client can connect and validate that the environments are available and ready for use. An Environment Plan including the environment name, purpose, end users and time period will be provided covering project implementation. 9 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 3.3.4. Project Initiation — Deliverables, Roles & Responsibilities For this implementation to be successful, there are various levels of engagement that are required by team members on both the Client and SpryPoint teams. The RACI charts are designed to demonstrate who needs to perform work on each project deliverable. The following key will be used for each RACI to explain the level of engagement required. R= Responsible — Assigned to complete the task/I.e this person/role will have work to do; A = Accountable — Has final decision-making authority and accountability for completion; this person/role will ensure the work gets done. They may or may not be responsible for doing work but need to make sure the work gets done; C = Consulted — provides input into a task and/or consulted before a decision or action; Note: If there is an A assigned with no R, the Accountable individual is also Responsible Deliverable Name Deliverable Description SpryPoint-1 PI 1 Mobilize Project Team Identify and assign team members and A R I introduce teams. PI 2 Mobilize Client Project Identify and assign team members and A R I I c Team introduce teams. PI 3 Pre-Project Kickoff Initial Project Managers Meeting to A I R I introduce people & outline next steps, schedule meetings, and start project work. Confidential I Copyright©2024 SpryPoint Services Inc.All Rights Reserved 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Deliverable Name Deliverable Description SpryPoint , , ■ Clien PI 4 Prepare project Send welcome information, setup A R infrastructure shared drives and access. PI 5 Initial Project Schedule Update project plan that will be used as A C baseline for project. PI 6 Project Kickoff Formal meeting to kick off the Project. A C C C C I I C This includes the following activities: Meeting agenda Meeting presentation PI 7 Environment Setup Provision environments and provide A R C access for the core team. PI 8 Verify environments Confirm list of initial access and confirm C A C users can log in. PI 9 Environment Plan A document that outlines the A R C environments and their use throughout the implementation PI 10 Analysis Workshop The creation of the workshop schedule A C R C Schedule complete and invites sent. Add Key:R=Responsible-Assigned to complete the task/I.e you will have work to do;A=Accountable-Has final decision-mak/ng authority and accountabil ty for mmp/etion,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 a 11 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Statement of Work :0 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 — Foundation Training Before any analysis workshops begin SpryPoint will provide system training on demo data that allows the Client to understand how the out of the box solution handles business processes. This training also helps level set on SpryPoint terminology, and helps the Client make more informed decisions during the Analysis workshops. This training will not be role based, will not be specific to the client's business processes and will not use Client data. It is a requirement that any Client personnel that will be participating in the Analysis Workshops must participate in this training. 3.4.2. Analysis — Data Review Before the workshops the Client will provide SpryPoint with a copy of their data for analysis. This data analysis will provide insight into the Client and help identify areas of discovery during the workshops. 3.4.3. Analysis — Workshop Questionnaires Before the workshops SpryPoint will prepopulate the questionnaires with our understanding based on all information gathered to date. The questionnaires will then be sent to the Client Core Team who will validate the information and update unanswered questions and/or provide more information and return the completed questionnaires to SpryPoint no less than two (2) weeks before the scheduled workshops, unless otherwise mutually agreed. These questionnaires and designed to help facilitate the workshops and identify areas of concern or where additional discovery may be required. Confidential I Copyright©2024 SpryPoint Services Inc.All Rights Reserved 12 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 3.4.4. Analysis — Workshops A SpryPoint team member will lead workshops involving appropriate SpryPoint project resources, and the Client business process experts to create an Analysis Report. These workshops and the resulting documentation will work to define the future business processes and identify any gaps between the desired future business processes/agreed proposal requirements scope per the RFP response. In the case of an identified gap between what was agreed to in the proposal requirements scope, SpryPoint is to deliver a solution at no additional cost to the Client. SpryPoint and the Client will jointly identify and document the business processes. SpryPoint will provide draft copies of the Analysis Report and other documentation on an agreed upon timeframe for review and approval by Client to ensure accuracy of the information gathered. Prior to the workshops SpryPoint will: Develop Workshop schedule/agenda with input from the Client Prior to interviews, SpryPoint staff will familiarize themselves with the Client's legacy system and business needs using available material provided by the Client, personal interviews, and other such information as needed. During this activity SpryPoint will: • Conduct workshops to discuss possible organizational changes that may result from implementing the new system, and how to manage them. • Conduct individual or group interviews to confirm current business processes, review standard configuration of the SpryPoint Service in relation to these processes, recommend process changes based on the best practices with the SpryPoint Product(s), and identify enhancements or configuration changes that are needed, or that could be mitigated by the adoption of recommended business practice changes. The following business processes will be reviewed. • Customer Service • Premises • Service Orders • Meters • Billing 13 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work • Payment Plans • Late Penalties • Shut off procedures • Adjustments • Accounting, payments, collections and bankruptcy processes, including debt remaining at any premise and recovered through transfer of title • Customer Engagement • Customer Communications • SpryEngage o Self Service • Registration • Payments • Payment History • Billing • Analytics • Forms • Password Resets • Requests • Profile Management • Help & FAQ • Administration o Campaigns & Alerts o Customer Relationship Management • Mobile Field Service • Dispatching • Meter activities • Service Orders • Optimized Routing • Photos During this sub-section of the Analysis phase, other workshop sessions may be identified and required to ensure all business needs are being met. 14 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Statement of Work :0 3.4.5. Analysis — Solution Design Report Upon completion of the Analysis Workshops SpryPoint will deliver to the Client an Analysis Report. This report will outline the findings of the workshops, how the solution will meet the future state business process and identify any gaps that may have been identified. The Client will be required to review and provide feedback on the report. SpryPoint will make updates to the report based on the Client feedback. Once all updates are completed the Client will be required to sign off on the Solution Design Report. It should be noted that as decisions in the project evolve this document will be updated. 3.4.6. Analysis — Planning Documents During the Analysis Phase there are several documents that are created. To create these documents SpryPoint will meet with the appropriate Client team members. • Test Plan — A document that outlines the testing strategy, types of testing, scope for each type, roles, responsibilities, timelines, defect management, quality metrics, entrance and exit criteria. As part of the test plan, testing success parameters will be agreed to with the Client. For example: it will include criteria like X % of residential accounts need to be checked or 100% of industrial accounts with no unexplainable discrepancies. • Training Plan — A document that outlines the requirements for training including training strategy, approach (end user direct, Train the Trainer (TTT), delivery method (e.g. self-led/e-learning, instructor led). The training plan covers Core Team Training, Tester Training and End User Training This includes a training matrix that can be used to plan End User training for the various user roles and courses. The Client will be responsible for matching training needs to individual End Users. • Security Plan - Based on the workshops and interviews, SpryPoint will provide an out of the box security plan. In addition, SpryPoint provides base security roles. The Client will be responsible to match individual users to the security roles and assign roles to their users. 3.4.7. Analysis — Data Migration Data Conversion is a critical part of every implementation project. During the Analysis Phase, workshop(s) will be held to define the following: 15 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Statement of Work • Location of Client Data and access to Client data • Confirmation of records that require conversion (as defined below) • What format the Client Data will be received in • Data cleansing options • Parameters for data checking/validation • How Client Data will be mapped to the new data structure • Reconciliation Reports List (what will be counted or balanced i.e. meters by type, accounts by type, financial balances) This information will be gathered and documented in the Data Conversion Strategy document. Included in scope; Data conversion and migration will be limited to data from the existing CIS system. 3.4.8. Analysis — Reporting & Dashboards Once transactional data has started being converted SpryPoint will complete a reports & dashboard analysis. The purpose of this analysis is to determine the reporting and dashboard requirements to support the Clients future state business processes. Most of the reports and dashboards will be built via the Metabase reporting tool. SpryPoint will start by reviewing the out of the box reports and dashboards. SpryPoint will provide a Report & Dashboard Plan that will group the Client report requirements 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. Note: Often many Client reports will be replaced with one base SpryPoint report that has multiple views to meet the needs of different users. • Goa — the report does not exist, is needed for future purposes and will need to be built. • Change mode of Report Delivery— the information from the report is now delivered in another source — Dashboard, online display, or on-demand query, etc. Upon completion of the Report & Dashboard Analysis a Report & Dashboard Plan will be provided to the Client. This document summarizes the findings of the analysis and provides an estimate of effort required to build any reports identified as a gap. This 16 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work report work effort will be compared against the contracted work effort and SpryPoint will work with the Client to determine which reports will be built using the custom report and dashboard budget as contracted. Additional reports and work hours over the budgeted amount and agreed upon will be submitted through the change control process. As part of the project implementation SpryPoint will show the Client how to generate reports 17 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 3.4.9. Analysis — Deliverables, Roles & Responsibilities No. Deliverable Name A 1 System Familiarization A product overview session(s) that are C A C R designed to provide the Client with a look at how the SpryPoint product(s) work before the Analysis workshops A 2 Workshop Document(s) with questions that will A R Questionnaires need to be answered by the core team and are used as part of the discovery workshop sessions. Note: The SpryPoint PM may determine these are not required for the project A 3 Workshop Provide answer in the questionnaires. A R Questionnaires A 4 Topic Specific Workshop(s) will be completed to R A Workshops discuss the requirements in each area and identify any gaps.An agenda will be provided for each workshop. A 5 Attend workshops Client will ensure the correct subject C A matters experts are available and participate in workshops. A 6 Analysis Report A document that outlines the R A C C I information gathered during the discovery. This document will outline any gaps identified during the workshops 18 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Deliverable Name Deliverable Description fu fu SpryPoint , , ■ Clien A 7 Analysis Report Updates to the Analysis Report with any R A C R Updates changes/feedback from the Client A 8 Deliver A list of standard business processes R A C C Business scenarios that are supported by the Process SpryPoint Solutions(s). Validation Checklist A 9 Analysis Report Review The time required to for the Client to C C A R I &Approval review the Analysis Report and provide feedback and/or approve the document A 10 Report Plan This plan is used to identify which A R C R reports are required, what tool will be used to create the report and who is responsible to develop them. A 11 Test Plan A document that outlines the testing A R C C strategy for the implementation A 12 Training Plan A document that outlines the strategy A R C C for training the Client throughout the implementation. A 13 Data Conversation A document that defines all the Client R A C C Strategy Data that will be converted. This document defines the details and plan for conversion throughout the implementation. 19 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Deliverable Name Deliverable Description SpryPoint , , ■ Clien A 14 Security Plan and A document(s)that outlines the security A R C C Baseline Roles(out of access limits and the out of the box box) security roles and their purpose. A 15 Security Plan Role Updates to the document matching C C R A Assignment users to security roles. A 16 Client Communication A document that outlines recommended A R R R Plan Client communications throughout the Project for both internal and external communications. A 17 Updates to Client Go forward communication plan for C C A R C communications plan Client staff&its customers 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 mayor 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 actio 20 Confidentia I I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Statement of Work 3.5. Configuration The configuration stage is the period in the Project where the project teams work to complete the initial "setup"of the SpryPoint product(s) to meet the specific business process requirements of the Client as defined in the Analysis document. 3.5.1. Configuration — Configuration Workbook & Workshops To document and track the configuration, SpryPoint uses a Configuration Workbook (Workbook). To populate the Configuration Workbook an agreed upon schedule of Configuration meetings are scheduled. While SpryPoint is accountable for maintaining the Workbook, the Client will be asked to be responsible to provide updates and input into the Workbook. The purpose of the Workbook is as follows: • Provide a checklist of all required configuration settings • Document configuration settings • Show which configuration settings have been completed and where (i.e., Production Environment or Staging Environment) At this point in the Project this will be referred to as the Initial Configuration. As SpryPoint works with the Client through the testing and data conversation activities, changes to configuration may be required. SpryPoint will be responsible for ensuring the configuration is updated with these changes. 3.5.2. Configuration — Bill Statement SpryPoint uses an iterative approach to complete the bill statement configuration. It starts gathering initial requirements to determine the initial look and feel of the statement This will be provided to the Client to provide some initial testing and feedback. Up to 2 iterations will be completed to meet the Client's requirements. As part of the Bill Statement Design, consideration will be given to static content, variable content, informational messages, marketing message, inserts as well as bill consolidation for commercial accounts. Confidential I Copyright 9 2024 SpryPoint Services Inc.All Rights Reserved 21 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 3.5.3. Configuration — Collections Letters SpryPoint uses an iterative approach to complete the Collection Letter configuration. It starts gathering initial requirements to determine the initial look and feel of the Collection Letter(s). This will be provided to the Client to provide some initial testing and feedback. Up to 2 iterations will be completed to meet the Client's requirements. Note a set of Collection Letters includes the letters to support the steps of the Collection Process. For example, if the collection process may have 3 steps that requires documents to be created (1- Late Notice; 2- Delinquent Notice; 3 — Disconnect/Cut-off Notice) all three letters would be included in the scope. 3.5.4. Configuration — Miscellaneous Letters & Other Items Other items required to be configured during this phase are: • Service Orders - SpryPoint will gather requirements for developing Client's Service Order processes including service types. • Miscellaneous Letters & Templates — Report deliverables (letters) will be created by SpryPoint with respect to the Client logo, contact information, return address and text. The Client will supply the logo, contact information, return address, and text to SpryPoint for development of the letters. Some examples include, but is not limited to: o Welcome Letter o Returned Check Fee Letter o Payment Arrangement Agreement Letter During implementation SpryPoint will work with the Client to build and deliver all letter(s) and template(s) up to a maximum of 15. 3.5.5. Configuration — Data Migration SpryPoint uses an Agile project approach during the data migration process. SpryPoint will be responsible for the assistance of transformation and load of the data from the Client's current systems to SpryPoint Products. It should be noted that while 22 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work SpryPoint is responsible for the transformation and loading of data, the Client must provide user(s) who understand how the Client currently uses the system and to complete data extraction and support transformation activities. 3.5.5.1. Data Mapping Before data can be extracted from the legacy system or imported into the various SpryPoint products, a data mapping document must be completed. SpryPoint will provide a document outlining all the data points that need to be mapped. The Client will be required to work with SpryPoint to ensure understanding of how data is used in the legacy system. Agreed Time SpryPoint will convert 3 full calendar years plus the number of months to go live of history into SpryCIS. SpryPoint will archive any Client Data older than 3 calendar years. The following table provides specific details of the objects to be converted, where the agreed time is 3 full calendar years, plus the number of months to go live of history. SpryCIS Objects to Convert Object Details Customers Active customers with balances within the specific time limits, including relationships (i.e., landlords/tenants). This also includes customer addresses and corresponding contact information. Note: In the agreed time if there are inactive customers with balances these will be included in the conversion. Premises All active premises in the agreed time. 23 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Accounts Active accounts only within the time range and inactive accounts with a balance and inactive accounts that have historical activity and/or have been closed in the agreed time. Meters All active meters within the agreed time range, regardless of account status. Service Active service points within the agreed time range. Points Meter For all converted meters per the agreed time. Readings AR All active account balances within agreed time. Balance Service All active and completed service orders within the agreed time frame. Orders Bill History Includes transactional data for any active accounts, inactive accounts with historical transactions within the agreed time. Deposits If applicable, active deposit values will be converted. Equipment All active equipment. 24 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Statement of Work Remotes All active meters within the agreed time range, regardless of account status (if applicable). Notes & Notes & Comments for applicable converted records. Comments Additional history can be brought into the SpryCIS Archive Data Store. The Archive Data Store allows for inquiry and retrieval of historical, non-editable transactional data within the SpryCIS application. • Data Migration, Iterations & Refreshes SpryPoint will design, develop, and create validation processes (For example: accounts receivable balances, meter reads, consumption, record counts, etc.). The Client is responsible for all data extraction activities from the legacy system. The process starts with extracting and importing core data elements, and then with each conversion iteration, additional data elements will be added. After each conversion iteration, data validation reports will be provided to the Client to review and sign off on. During the conversion process Client will extract the mapped data from the Client's legacy system and SpryPoint will import the data into the SpryPoint solution(s). In addition to this the Client is expected to complete the Data Acceptance Testing. SpryPoint will run the data conversion programs and provide reports to assist the Client with data quality validation — for example reconciliation reports (extracted = loaded). The scope of this implementation includes an estimated 4 major data iterations. Each major iteration has a defined purpose and data requirements to meet that goal. In some instances, it may be required to complete multiple conversions to meet the goals and purpose of the major iteration. To ensure project efficiencies, the SpryPoint Project Manager will determine based on the project schedule and project needs if additional conversions are required and timing of those conversions, to ensure the data is correct to support a successful go live. 25 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Note: If it is mutually agreed to by both parties the decision can be made to proceed with the next data iteration if one of the activities is not completed. 3.5.5.2. Summary of Data Iterations The following Table provides a summary of the data iterations. Specific details on each iteration can be found in the sections that follow. Data Iteration Goals Max number of iterations Conversion 1 Convert master records to allow for 2 baseline testing 2 Converts transactional data 3 3 Supports user acceptance testing 2 activities & bill validation 4 Supports go live 1 TOTAL 8 Note: The total of 8 does not include the data extracts for Mock Go-lives. 3.5.5.3. Iteration 1 This is the initial data extraction and as a result is the first test of the data mapping. When this iteration of data is completed, users will be able: Review Client Data in the respective SpryPoint solutions on the following record types: o Accounts o Customers o Premises 26 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work o Services o Service Points o Meters o Service Agreements o Billing Agreements o Meter Reads • Complete data acceptance testing. • Create bills, install meters, create billing & service agreements, and transitions. 3.5.5.4. Iteration 2 The goal of this iteration is to fix issues found during Iteration 1 and any additional record types required to start bill validation testing and other product testing. The following activities are targeted to be completed before Iteration 2 can be completed: • Completion of Iteration 1 data conversion and data acceptance testing • Completion of data cleansing activated identified in Iteration 1 • Completed configuration adjustments identified Upon the completion of Iteration 2, the Client will be able to see and review: • Client Data in the SpryPoint solutions to include: o Updated records from Iteration 1 o Transaction history o Deposit records • Complete data acceptance testing • Complete bill validation testing 27 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 3.5.5.5. Iteration 3 The goal of Iteration 3 is to fix issues identified in the previous iteration and convert any remaining records identified in the data conversion mapping document that have not been converted yet. To complete Iteration 3, the following prerequisites are targeted to be completed: • Completion of Iteration 2 data conversion and data acceptance testing • Completion of data cleansing activities identified in Iterations I & 2 • Completion of configuration adjustments identified throughout testing Upon completion of Iteration 3, the Client will be able to: • Address any edge cases or record types that have not been previously completed • Complete User Acceptance Testing • Complete Mock Go Live between Iteration 3 and 4 3.5.5.6. Iteration 4 The goal of Iteration 4 is to support Go-Live. In between data iterations, one or multiple data refreshes may be completed. Data refreshes can be requested by any project member but the final decision maker of whether to complete the refresh is the SpryPoint Project Manager. A data refresh is defined as the rerunning of the conversion processes using more recently extracted data. Another key tenet of a data refresh is that extract routine, conversion script, and/or, mapping changes will be minimal in comparison to a full iteration. A minor change is defined as script change that takes less than I hour to fix, such as fixing a mapping to support an edge case; adding handling for meter switches; changing rate mapping. 28 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 3.5.5.7. Data Cleansing During the data migration process there will be requirements to clean up data, this will be referred to as data cleansing. There will be several methods used to complete this cleansing activity. The main ones are: • Correct during the extraction — In some instances it is easiest to correct the data using scripting on the export from legacy system. • Correct during the import process — In some instances it is easiest to correct the data using scripting on the import into the SpryPoint product(s). • Manual correction in legacy system- In some instances, the Client will be asked to correct the data in the legacy system. • Correction in SpryPoint Product(s) — In some instances. The Client and/or SpryPoint Implementation Specialist will be asked to correct the data in the SpryPoint Product(s). This may be completed manually or by scripting. SpryPoint will work with the Client to decide the best approach on how data cleansing will be conducted and which of the above methods will be used or if an alternative method is required. SpryPoint and the Client will work together to come to a mutually agreed decision that is in the best interest of the Project. 3.5.5.8. Data Acceptance Testing After each data migration SpryPoint will provide data validation reports that will outline what data has been converted, control totals and areas of concern, areas where data cleansing may need to occur or any other data abnormalities. The Client will be required to review these reports with SpryPoint. In addition, the Client will be required to complete data acceptance testing. SpryPoint will provide checklists to use as guides for data acceptance testing. The Client is required to review and validate data for all records as outlined in the data conversion plan. 29 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 3.5.6. Configuration — Integrations & Enhancements During the configuration stage, requirements documents will be created for each interface, and enhancement that are included in the Project. These documents will include more specific details on the business requirements for each interface, or enhancement. The document(s) will be provided to the Client to review, provide feedback, and sign off on. Once the requirements document is signed off on then it will be scheduled with the development team for completion. Also, during this process each identified interface, and/or enhancement will be identified as required for Go-Live or not. This information will be used to help prioritize the delivery of this work. 3.5.6.1. Integrations During the contracting process interfaces were identified and a high-level description of the functionality has been outlined in this document. To see a complete list of Interfaces and their description included in the scope of the project please see the Integrations section. If interfaces not listed in this document are identified or requested, they will be deemed out of scope and the change order process will be initiated. 3.5.6.2. Enhancements During the contracting process in scope product enhancements were identified and a high-level description of the functionality has been outlined in this document. To see a complete list of Enhancements included in scope of this project please see the Enhancements section. If enhancements not listed in this document are identified or requested, they will be deemed out of scope and the change order process will be initiated as outlined in the Scope and Project Change Management section. 3.5.7. Configuration — Core Team Training To assist with the Client's Core Team Members understanding of the SpryPoint product(s) SpryPoint will provide Core Team Training. This training is designed to give the Core Team members a full understanding of how to use the SpryPoint Product(s). SpryPoint will provide the Client copies of the training presentations and student workbooks. During the training, activities and assessments will be completed to help reinforce key concepts. Training material during core team training will be based on 30 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work the out of the box system functionality and may include functionality that is not applicable to you, however the purpose of the training is to help the core team understand how the system might work for Client specific business processes. 3.5.8. Configuration — Reports & Dashboards During configuration any reports and dashboards identified as required for Go-Live in the Report Plan will be developed. As identified in the Report Plan, SpryPoint will work with the Client to build/configure: • Dashboard — SpryPoint will work with Client to configure a Customer Service Dashboard of key metrics using Metabase. • Reports - SpryPoint will work with appropriate Client project team members to modify existing reports or write new reports using the out of the box reporting tool and Metabase. • Metabase Training —As part of the scope of the project SpryPoint will provide the Client's designated report writer(s) training on the tool. • Reports and Dashboards will use an iterative approach. A report builder will build an initial draft of the report or dashboard. This will be reviewed with the Client. SpryPoint and the Client will agree to a mutual amount of time for the Client to test the report or dashboard. SpryPoint will allow up to a maximum of 2 iterations of updates after the initial report or dashboard is provided. 3.5.9. Configuration — Security & Roles Based on the security plan, the Client will be responsible to assign security roles to users of the System. The Client can either use the out of the box security roles or they can create their own. When new functionality is released, SpryPoint is responsible to update the out of the box security roles only. If the Client has created their own custom security roles, they will be responsible to update any security related to new features to the affected roles. The SpryPoint Project Manager will work with the Client to ensure release notes are shared when required or applicable. As part of the project implementation SpryPoint will show the Client how to assign existing roles to individuals and how to create new roles. 31 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 3.5.10. Configuration — Deliverables, Roles & Responsibilities Deliverable Name C 1 Configuration Workshops that are held on an agreed R A C R Workshops upon schedule to determine the initial configuration requirements. C 2 Configuration The Configuration Workbook is filled out R A Workbook Completed for the initial round of configuration. C 3 Configuration Provide required inputs & information C A Workbook Assignments for completion of the Configuration &Homework Workbook C 4 System The process to complete configuration in A R Configuration(s) the System Environments. C 5 Participate in Be engaged in configuration sessions to C R Configuration Sessions answer questions and understand how configuration is performed C 6 Integration For any in scope interfaces, this A R Requirements document validates the interface Document(s) business. requirements. One document will be created for each identified integration. C 7 Integration Participate in integration requirements A R Requirements sessions, provide document feedback participation and approve documents C 8 Core Team Training Full system training provided to the A Client's core team members per the 32 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Deliverable Name Deliverable Description SpryPoint , ■ Clien training plan that ensures the core team understands how the SpryPoint product(s) works. C 9 Participate in Core Client's Core Team will participate in A R Team Training the scheduled training sessions C 10 Enhancement If there are enhancements included in A R Requirements scope, this document validates the Document(s) business use case and captures the business requirements. If there are multiple enhancements one document will be completed for each. C 11 Enhancements Participate in Enhancement Business A R Requirements requirements sessions, provide participation document feedback and approve documents C 12 Data Mapping A spreadsheet that maps each field R A C C Document being converted from the legacy system to a field in an appropriate in scope SpryPoint product. C 13 Data Extraction from The activities required to get data out of C C A R legacy system the Client's legacy system. C 14 Data Import into The activities required to bring data into R A C C SpryPoint Product(s) the SpryPoint product(s). 33 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Deliverable Name Deliverable Description fu fu SpryPoint , , ■ Clien C 15 Data Conversion The report(s)that is generated after the R A C C Results Report data conversion round is completed. C 16 Data Conversion A meeting(s) to discuss the data R A C R Results Review conversion results and answer any questions, issues or concerns. C 17 Data Acceptance A template that outlines the A R Checklist Template recommended data element that should be tested C 18 Data Acceptance Population of specific data elements to A R Checklist Template be tested during data acceptance testing Population into the Data Acceptance Checklist. C 19 Data Acceptance Testing that is completed by the Client R A Testing to check and validate the data that has been converted. C 20 Data Acceptance Answer questions and provide guidance A R Testing Support during data acceptance testing C 21 Identify data issues Identification and documentation of C C A R data issues found during data acceptance testing C 22 Data Cleansing Make decisions on the best way to A R C C Decisions resolved data issues ** see Data Cleansing Section above. 34 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Deliverable Name Deliverable Description , , ■ Lfidr77 SpryPoint IClien C 23 Complete Data Complete data cleansing activities A R C C Cleansing Activities- SpryPoint C 24 Completed Data Complete data cleansing activities C C A R Cleansing Activities— Client C 25 Reports&Dashboards Build/Configure reports and Dashboard R A C R as determined by the report plan C 26 Security Configuration The process of assigning users to C A R security roles. C 27 System Ready for Initial system configuration completed A R C C Testing and system ready for testing. C 28 Communications Complete any updates to the internal A R R R Document Updates and external communication document and/or the strategy document. Key.•R=Responsible-Assigned to complete the task each party to the SOW will have to do,•A=Accountable-Has final decision-making authority and accountability for completion,•this person will ensure the work gets done.He/she may or may not be doing work but needs to make sure the work gets done.C=Consulted-provides input into a task and/or consulted before a decision or action;I-Informed-Must be informed after a decision or action 35 Confidentia I I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Statement of Work :0 3.6. Test The Test phase's primary focus is on testing and training. This phase is the key to mitigating risk and gaining user confidence in the new business processes. This is accomplished through SpryPoint's systematic and thorough testing and training. SpryPoint's iterative testing methodology adds a layer of thoroughness at each step, building on the success of the previous steps. It is important that the Client spends time testing their business processes in the SpryPoint Solution(s) to ensure all business needs are met. 3.6.1. Test — Test Scripts A test case is a document that outlines an element or scenario to be completed during a specific test cycle (feature, function, interface, etc.). Each test case must meet the following requirements: • Uniquely numbered and named • Identifies the functional/business domain recommended to be tested • Describes the testing purpose • Specifies the environment to be used • Outlines any dependencies SpryPoint uses Test Rail, a test case management tool, for disturbing and managing the test scripts and the various rounds of testing that occurs during Functional, Integration, Performance and User Acceptance testing. The RAID log will be used to track open testing issues. SpryPoint will provide out of the box test scripts based on the standard desired future state business processes, via Test Rail. The Client will be given access to Test Rail and will be responsible to work with SpryPoint to modifying test scripts (in Test Rail) to meet their custom needs and identify edge cases. Confidential I Copyright 9 2024 SpryPoint Services Inc.All Rights Reserved 36 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Statement of Work :0 3.6.2. Test — Training Material To assist the Client's additional users; brought in to support User Acceptance Testing; with understanding of the SpryPoint product(s), SpryPoint will provide end-to-end system training in line with the Training Plan. As part of the training, SpryPoint will provide the Client with copies of the training presentations and student workbooks. During the training activities and assessments will be completed to help reinforce key concepts. Training material used during tester training will be localized to use Client Data for hands-on exercises and will only contain details about system functionality that is being used as part of the go forward business processes. This will be completed ahead of User Acceptance Testing. 3.6.3. Test — Enhancement Testing Enhancement Testing is the stand-alone testing of the system enhancements, performed during development, by the SpryPoint developers and implementation specialists. SpryPoint is responsible for complete initial testing of enhancements to ensure they meet the requirements as outlined in the requirements document(s). It is recommended that the Client complete their own testing of the enhancement. SpryPoint is responsible for creating these test scripts and executing this testing. SpryPoint is not required to share these test scripts with the client, however, upon request will share testing results report. 3.6.4. Test — Functional Testing The main purpose of the Functional Testing step is to establish that decisions made during the configuration phase of the project will be in line with Client's business requirements. Functional Testing utilizes scenarios based on industry best practices. To facilitate functional testing, SpryPoint and the Client will test scenarios, broken into two categories: • Primary Scenarios - These scenarios involve functionality relating to the core business processes and are the most common end-user functionality, such as move-ins, move-outs, billing, and collections. • Secondary Scenarios - These scenarios involve testing a broader spectrum of functionality designed to test unique, Client-specific functionality and infrequent or less common processes. 3.6.5. Test — Integration Testing Integrated Testing will focus on these five main areas: 37 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work • Core integrated testing which tests major batch processes; • Financial scenarios which focus on validating financial transactions; • Integrated testing scenarios inclusive of primary and secondary scenarios; • Unit (Singular) testing of interfaces and enhancement(s); • Unit testing reports and bill prints. SpryPoint is responsible to complete initial testing of integrations to ensure they meet the requirements as outlined in the requirements document(s). It is recommended that the Client complete their own testing of the integrations. 3.6.6. Bill Validation Testing The purpose of the billing comparison process is to replicate a full billing cycle for all accounts in both the legacy system and SpryCIS and compare the results on each account. The end goal is to identify any billing anomalies to correct issues with setup or conversion, and to document acceptable differences. The billing comparison is an iterative process throughout the implementation to ensure bills are calculated correctly. The scope of the project includes 2 iterations of billing validation. The first iteration will likely identify configuration or data issues that need to be corrected. After those issues are corrected the billing comparison will be run again up to 1 more time to ensure billing accuracy. Billing comparison will be deemed acceptable when there is a 97% or higher billing match with no unknown reasons for differences. After each round of bill comparisons, a document is created that is shared with the Client to show the results. While SpryPoint is responsible to complete this testing, the Client will be required to help review and resolve issues. Results of each Bill Validation Testing Iteration will need to be signed off by the Client. To complete Bill Validation Testing the Client must have the ability to provide an extract of the billing data from their legacy system in the form of a comma-separated file or spreadsheet from their legacy system at any given time. This data will need to include, at a minimum: • Legacy Account Number • Service Period Dates, start and end date • Consumption by service 38 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work • Billing Cycle • Bill Amount • Budget Amount (if applicable) • Bill amount by Service (if possible) • Breakdown by flat charge vs. consumption, consumption charges by tiers (if possible) 3.6.7. Test — User Acceptance Testing User Acceptance Testing cannot be deemed completed or accepted until all objects including but not limited to configuration, data migration, reports, modifications, interfaces, business processes and user security are completed and ready for Go-Live. Note: In some cases, there may be a reason why an item may not be available during user acceptance testing. If this occurs this items) needs to be documented with a future plan to validate the item(s). During User Acceptance Testing the Client will be accountable to complete any required testing, however, the SpryPoint team will be available to answer questions and help resolve any questions, issues, or concerns. Based on Client decisions, the availability of the SpryPoint team could range from onsite support to remote periodic daily check ins. This is to be determined and documented as part of the Test Plan. SpryPoint will test all processes related to the read-only follower database during User Acceptance Testing. The Client's identified testers will complete the test cases as defined in the approved test script list and agree to complete testing to meet the parameters defined in the test plan. If tests fail, SpryPoint resources will be available to help and answer questions and/or work with the customer to fix the issues. Once SpryPoint has deemed the issue fixed, the Client will be required to retest. 3.6.8. Test — Client Driven Solution To validate and ensure Client Go Live Readiness, the Client will be required to assemble a group of users to demonstrate, to SpryPoint, their use and knowledge of the end-to-end solution and future state business processes. Note: A Client will not be deemed ready for go live without completing an acceptable Client Driven Walkthrough. 39 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved MMIIIIM Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 3.6.9. Test — Deliverables, Roles & Responsibilities Deliverable Name Deliverable Description • 0- SpryPoint Client T 1 Tester Training Training provided to any non-core team R A users that will be involved in testing activities. T 2 Participate in Tester Participate in tester training A R Training T 3 Data Refreshes An updated data conversion iteration R A C that is used to support testing. T 4 Provide Test Scripts Provide out of box test scripts based on A R C C standard business processes. T 5 Update Test Scripts Activities required to update out of box C C A R test scripts to match Client's future state and edge cases T 6 Execute Bill Validation Activities required to complete a round R A R R Testing of bill validation testing 40 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Deliverable Name Deliverable Description SpryPoint , , ■ Clien T 7 Bill Validation—Issue Correction of issues found during bill R A R R Corrections validation. This could be in the form of changes to configuration, training for Client, development, etc. T 8 Bill Validation Testing A sign off provided by the Client that C C A R Acceptance represents acknowledgment that the Client has reviewed the testing results and approves the results of the testing round T 9 Execute Integration Activities required to complete a round A R R R Testing of integration testing T 10 Integration Testing— Correction of issues found during A R C C Issue Resolution integration testing. This could be in the form of changes to configuration, training for Client, development, etc. T 11 Integration Testing A sign off provided by the Client that C C A R Signoff represents acknowledgment that the Client has review the testing results and approves the results of the testing round T 12 Execute Functional Activities required to complete a round A R R R Testing of functional testing T 13 Functional Testing— Identification of issues found during A R R R Issue Identification functional testing. This could be in the form of changes to configuration, training for Client, development, etc. 41 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Deliverable Name Deliverable Description SpryPoint , , ■ Clien T 14 Functional Testing— Resolve issues identified in testing. A R c c Issue Resolution - SpryPoint 7 T 15 Functional Testing— Resolve issues identified in testing. A R Issue Resolution- Client T 16 Functional Testing A sign off provided by the Client that c c A R Signoff represents acknowledgment that the Client has reviewed the testing results and approves the results of the testing round. T 17 Execute User Final testing performed by the Client c C A A R Acceptance Testing Key Users and any identified testers prior to system sign-off. Security, Modifications and Reports testing will be performed as part of UAT. T 18 User Acceptance Identification of issues found during user A R R R R Testing—Issue acceptance testing. This could be in the Identification form of changes to configuration, training for the Client, development, etc. T 19 User Acceptance Resolve issues identified in testing. A R c c Testing—Issue Resolution - SpryPoint 42 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Deliverable Name Deliverable Description SpryPoint , , ■ Clien T 20 User Acceptance Resolve issues identified in testing. C C A R Testing—Issue Resolution - Client T 21 User Acceptance A sign off provided by the Client that C C A R R Testing Signoff represents acknowledgment that the Client has completed user acceptance testing and approves the results of the testing WhoKey.•R=Responsible-Assigned to complete the task/I,e you will have work to do,•A=Accountable-Has final decision-making authority and accountability for completion,•this person will ensure the work gets done.He/she may or may not be doing work but needs to make sure the work gets done.C=Consulted-provides input into a task and/or consulted before a decision or action,I-Informed-Must be informed after a decision or action 43 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved !)Statement ope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 of Work 3.7. Deploy The Deploy phase is the point at which the Client and SpryPoint decide whether all critical pieces are in place to turn the system over to production. This phase includes a production readiness evaluation, cutover planning, and remaining end user training. SpryPoint and the Client will develop a Cutover Plan prior to the proposed Go-Live date. SpryPoint and the Client will stage all aspects of the system in preparation for production cutover. The Production Readiness phase focuses on four critical areas: 1. Application Readiness. Is the application tested and ready for production? This includes modifications, interfaces, and reports needed to run in full operations. 2. Data Readiness. Is the data conversion ready for operations? Have all data cleansing issues been resolved or planned for during the cutover period? 3. Process Readiness. Have the business processes been reviewed? Have all business process-reengineering tasks been completed, documented, and made ready for operations? 4. Resource Readiness. Are all the end-users trained? Is the Client's staff trained to deal with problem-solving during the business cycle? 3.7.1. Deploy — Prerequisites To cutover to production the following criteria must be met: • User Acceptance Testing must be completed and signed off on. • Bill Validation Testing must be completed and signed off on. • All issues marked as required for Go-Live must be completed and signed off on. • All SpryCIS and SpryEngage product enhancements and integrations marked as required for Go-Live must be completed, tested, and signed off on. • Converted data has been validated, balances, any discrepancies can be explained and signed off on. • Successful Mock Go live conducted within timings threshold. All issues marked as required for Go-live have been completed and signed off. • Day 1 Go live Environments have been provisioned. • Successful Client driven solution walkthrough. • Required training is completed and signed off on. • Cutover plan has been signed off on, including Rollback plan. Pre-cutover activities are scheduled/running to plan. 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 Confidential I Copyright 9 2024 SpryPoint Services Inc.All Rights Reserved 44 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work list needs to be documented with a plan outlined and relevant details and mutually agreed upon by both parties. 3.7.2. Deploy — Go Live Cutover Plan SpryPoint will develop a Go-Live Cutover Plan which outlines all issues and activities required to cutover and to the achievement of operational stability. The plan is based on experiences gathered from other SpryPoint production cutovers, an on-going evaluation of best practices in the industry, and specific issues that arose during the configuration and testing of the software for the Client. 3.7.3. Go/No Go Decision This is a critical decision point in the project, where the state of the project is reviewed against the Deploy Prerequisites to determine the readiness for Go-Live. This step should occur approximately 30 days before Go-Live. If the Client has specific needs that will require more than 30 days' notice, this decision point should occur further out than 30 days prior. The Go/No Go Decision process occurs in two steps. Step 1 — SpryPoint Internal Go/No Go Decision This is an internal meeting with the SpryPoint Project Team, SpryPoint Executive Sponsor and other SpryPoint Stakeholders to discuss the project and evaluate Go-Live readiness. If this meeting results in a "Go" Decision, a Client Go/No Go meeting is scheduled. In the event a "No" results from this meeting a meeting will be scheduled with the Client's Executive Sponsor and Key Stakeholder to discuss the concerns and establish an action plan. Step 2 — SpryPoint/Client Go/No Go Decision When the SpryPoint Internal meeting results in a "Go" Decision, the project status, risk, cutover plan is discussed with the Client's Project Team, Executive Sponsor and any Key Stakeholders. If the Client makes a "Go" decision, plans for the cutover are finalized. If the Client makes a "No-Go" decision, SpryPoint and the Client will work together to determine if the change is in or out of scope, and the appropriate actions will be taken to resolve the issues/concerns. 3.7.4. Deploy — End User Training Material To assist the Client's end users with understanding of the SpryPoint product(s); SpryPoint will provide end to end system training. As part of training, SpryPoint will provide the Client copies of the training presentations and student workbooks. During training, activities and assessments will be completed to help reinforce key concepts. Training material used during end user training will be localized to use Client Data for hands on exercises and will only contain details about system functionality that is being 45 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work used as part of the Client's go forward business processes. Note: The training material will not contain specific business process information for the Client. 3.7.5. Deploy — End User Training The end-user training will be performed by SpryPoint staff, with the assistance of one or more Client core team members. The SpryPoint instructor will supply the detailed knowledge of the applications being taught, and the Client functional resource will bring 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. All training will be done on the Client's environment with Client data and configurations. While SpryPoint will make every effort to complete end user training as close to Go-Live as possible, there may still be a period between training and Go-Live. As a result, the Client agrees to establish a practice lab and a schedule where trained users are scheduled and required to spend time practicing what they have been trained on. 3.7.6. Deploy — Mock Go Live The Mock Go-Live acts as a dress rehearsal for the actual Go-Live weekend and Monday morning activities. This practice run is used to ensure everyone understands their roles and responsibilities for the actual Go-Live. In addition, it allows SpryPoint to validate the schedule and timings for the cutover weekend. This includes any manual entries required after the completed conversion and validation of all reporting. Some users will be asked to run testing to ensure they understand what is going to happen when the business opens on Monday morning. 3.7.7. Deploy — Customer & Vendor Notifications As the Client prepares for Go-Live the Client may need to notify customers, vendors and other third parties of the system Go-Live. It will be the responsibility of the Client to prepare and complete these notifications. However, SpryPoint can be used as a resource to talk about their experiences in what other Clients have done. 3.7.8. Deploy — Go Live This phase includes the system shutdown time when the cut-over to production occurs. Most of this work is performed when the office is closed. During this time, the final data conversion is completed, and all other steps as identified in the cut-over plan are completed, and validation is performed to ensure everything is in place to open the office. 46 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 3.7.9. Deploy - Deliverable(s), Roles & Responsibilities D 1 Go Live Plan A document that outlines the plan for Go- A R I R R R I Live, including any schedules and checklists for the Go-Live weekend. D 2 SpryPoint Internal An internal SpryPoint meeting where the A R R I Go/No Decision Client's readiness for Go-Live is reviewed. D 3 SpryPoint/Client A meeting upon the acceptance of A R R C R R R Go/No Go Decision prerequisite activities that gives the approval to move forward with the Go- Live. D 4 End User Training Training for users is teaching them how to A R C R R use the SpryPoint products, as identified in the training plan. D 5 Customer/Vendor Notice of Go-Live for any customers, I I A R I C Notifications vendors, and other interested parties of the Go-Live planned date. D 6 Schedule Practice A schedule that assigns system practice A C R Sessions for Trained time to trained users. End Users D 7 Practice Lab A space where trained end users can go to A R I use the SpryPoint Product(s) and practice their system skills. Confidential I Copyright©2024 SpryPoint Services Inc.All Rights Reserved 47 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work • Deliverable Deliverable Description Name • • , , ■ SpryPoint Jr Clien D 8 Practice Session(s) The time an end user(s)spends practicing C R A what they learned in training sessions. D 9 Mock Go Live A complete dress rehearsal of the Go-Live A R R R I activities to ensure all parties understand their role in Go-Live. D 10 Final Data Conversion All activities required to complete the final A R C C Exports data conversion exports from the legacy system. D 11 Final Data Conversion All activities required to complete the final R A C C Imports data conversion import in the production system. D 12 Go-Live Activities Complete all cutover activities as defined A R I R R R I in the cutover plan. D 13 Issues Log Updates The issues log that gets updated with any A R R R issues that occur during cutover. D 14 Go Live Sign off A document that confirms that the system R R I A R C is ready for production use and that the Client is ready to begin using the SpryPoint solution(s) as the system of record. Key.,R=Responsible-Assigned to complete the taskll e you will have work to do;A=Accountable-Has final decision-making authority and accountability for completion,•this person will ensure the work gets done.He/she may or may not be doing work but needs to make sure the work gets done.C=Consulted-provides input into a task and/or consulted before a decision or action,•I-Informed-Must be informed alter a decision or action 48 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Statement of Work :0 3.8. Operate The purpose of this phase is to ensure complete and successful transfer to the new customer information system as well as the other applications included in the Project scope and provide the Client with direct access to the implementation team personnel. The SpryPoint implementation team will work together with your production staff to ensure the systems are well understood and functioning per the agreed business processes. 3.8.1. Operate — Post Go Live Support This is the initial period after Go-Live where the Client's focus is on system stabilization. The post Go-Live/stabilization period will last 120 calendar days with the goal to complete 4 full billing cycles (assuming monthly billing cycle). During this period, the Client is using the SpryPoint product(s) to complete their day-to-day responsibilities and run their business. The SpryPoint implementation team is available to the Client to answer questions, provide refresher training, manage, and resolve all application issues (configuration, training, and defects, etc.), resolve all post-production issues as well as any Go-Live deferred functionality, provide support of the business process review activities and how to best achieve the desired improvements. At the end of the post Go-Live stabilization period a punch list is created. This list contains: • Any issues and their severity still open at the end to the stabilization period • Any SOW items that were not delivered prior to Go-Live • Any additional reports required and agreed to as part of scope of services 3.8.2. Operate — Transition to Customer Success After the post Go-Live period has been completed and all severity 1 and 2 issues have been resolved, we will transition the Client to the Customer Success team. The transition involves a SpryPoint internal knowledge transfer between the Service Delivery and Customer Success Teams and an introductory meeting with the Client, SpryPoint Project Manager, and the SpryPoint Customer Success Team. Once the transition to the Customer Success team has occurred, the SpryPoint Confidential I Copyright 9 2024 SpryPoint Services Inc.All Rights Reserved 49 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work implementation team will continue to be accountable for the resolution of all items on the punch list and the Customer Success Team will be accountable for any new issues. 3.8.3. Operate — System Acceptance & Project Close Out The project close out is the point when the Project parties both agree that all Project deliverables have been completed per the Statement of Work and the Implementation portion of the contract is completed, the system is accepted by the Client and the Project is deemed closed. This occurs when the following are met: 1. All of the service deliverables identified within this SOW have been completed, delivered and accepted or deemed accepted per specific contractual provisions, including approved Change Orders impacting the SOW; 2. All punch-list items severity 1, 2 are delivered to the Client, along with a plan for delivery of severity 3. The plan for severity 3 punch-list items will include a summary of the item, how it will be addressed, and the timeline. The Client agrees to test all delivered severity 1 and severity 2 items within 15 business days of receipt and provide written details of any concerns. If no written details or concerns are provided by the Client within the 15-business day period, the items will be considered approved. Client must have received training as defined in the SOW on the SpryPoint Products and know how to use the system. 3. 1. and 2. above have been met, and the project is 6 months past cutover, and no written documentation of issues related to the scope included in this SOW has been provided to SpryPoint; SpryPoint will send an email to the Client stating that due to no documentation approval has been assumed. Once a project is deemed complete any outstanding implementation fees are due. 50 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 3.8.4. Operate — Deliverables, Roles, & Responsibilities Deliverable Deliverable Description Name SpryPoint 0 1 Refresher Training Any identified and agreed upon refresher training A R R R R completed. 0 2 Transition SpryPoint Internal Documentation used to A R R Documentation provide the Customer Success Team information about the Client and their project. 0 3 Transition to A SpryPoint internal knowledge transition A R R I Customer Success meeting to review the project details. Internal Meeting 0 4 Transition to A meeting was held with SpryPoint to introduce A R R R R I Customer Success them to the Customer Success Team and how Meeting they work with them. 0 5 Finalize Punchlist A document that lists any open items that need A R I R R to be resolved as part of the scope of the product. 0 6 Signoff on Acknowledgement, by the Client that they have R A R I Punchlist reviewed the punch-list and they agree to it. 0 7 Project Close Out A document that summarizes project details. A R R R Document 0 8 Project Close Out Acknowledgement, by the Client that all SOW I A R C Signoff deliverables have been completed and the project has been signed off on and closed. Key.,R=Responsible-Assigned to complete the taskll a 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 alter a decision or action 51 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Statement of Work 3.9. Project Governance 3.9.1. Project Management (PM) SpryPoint uses a highly structured and layered project management methodology, which relies on detailed and complete project plans, to determine who is working on each task, and when, throughout the life of the project. Central to SpryPoint's philosophy is maintaining strong communication throughout the teams, setting expectations early, facilitating and coaching as required and monitoring progress. SpryPoint will provide an experienced Project Manager throughout the life of the Project who will work directly with the Client's Project Manager and the joint team to ensure that all project responsibilities are met. SpryPoint and Client Project Managers shall be responsible for the planning and execution of the Project. They shall work collaboratively to manage all project activities from project management activities, including planning and execution, the delivery of change management, and project communications throughout the Project. The Client's Project Manager is ultimately accountable for the Client's resources, project tasks and internal project plans and SpryPoint's Project Manager is accountable for their resources and project tasks. Both project managers will need to work together and retain authority for day-to-day project decisions and ensure project success. 3.9.2. Program Participation SpryPoint understand that while the Client is implementing the SpryPoint solution, they are running a project in parallel to implement Workday, with Strada. SpryPoint agrees to work with the Strada Project Manager to ensure dates align where necessary. This includes alignment on critical dates such as integrations, coordination on testing activities (where required) and go live (if applicable). Confidential I Copyright©2024 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 3.9.3. Project Communications & Tools The SpryPoint Project Manager, working in conjunction with the Client Project Manager, will compile status reports for distribution to both the Client and SpryPoint management. Weekly meetings will be held to review overall status, schedule, and open issues noted in the status report. As the implementation experts, SpryPoint agrees to communicate clearly which issues/tasks are on the critical path and have immediate impact on the project schedule and which issues/tasks are not. For issues that are not on the critical path the SpryPoint Project Manager will monitor these to ensure that these do not become critical path issues/tasks. MethodCommunication Frequency Tool/ . . . - Project Team Status Every second Zoom & Google Both PMs, Client Meetings week Docs/PDF Core Team Meetings, SpryPoint Project Team (as required) Project Status Reports Monthly PDF N/A Updates to the project Bi-Monthly Kantata N/A plan Program Meeting Monthly Zoom SpryPoint PM, Client PM, Strada PM 53 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work I � PM Status meeting Every second Zoom SpryPoint PM, week Client PM Risk Log Bi-Monthly Google N/A Sheet/Excel Executive Steering Monthly Zoom SpryPoint PM, Committee Client PM, Strada PM, SpryPoint Executive Sponsor, Strada Executive Sponsor, Client Executive Sponsor Issue Log Weekly Google N/A Sheet/Excel With the understanding that both SpryPoint and the Client are working jointly to achieve the best project outcome, the table above outlines the standard agreement for communications. If major project events occur, or at a critical point in the Project that require additional communications, updates, or meetings, both parties can mutually agree to the additional activities at no extra cost to the Client. 3.9.4. Acceptance Period To facilitate the project schedule and project planning it is important both parties agree to a default response period of 10 business days for any issues involving the Project. While this will be the default time, either party can proactively ask for a 54 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Statement of Work :0 longer time, if the time is not sufficient or ask for an extension. The SpryPoint Project Manager will evaluate any timeline extensions against the project schedule and communicate if the extension puts the project schedule at risk. 3.9.5. Agreed Severity Definitions During the implementation the following definition will be used to define the Severity of issues. In addition, issues will also be categorized as Go-Live Required or Post Go-Live. Severit Example y Level I — The Client's business is not operational due to significant performance issues or outage, creating a Urgent substantial impact financially or by the number of customers affected. Critical business function(s) cannot be performed, and/or a key component is unavailable or is non- functional. There is no immediate workaround. Urgent issues have top priority until resolved. Examples of Severity I Issues includes but are not limited to: • System is unavailable (outage), • Unable to perform a key function such as calculation of bills or billing process, • A key function is malfunctioning, creating a severe financial/customer impact • Any event that impacts more than 20% of the customer base. • Severity Level 1 issues are subject to an Issue Post-mortem by SpryPoint 2— The Client's business is operational but the ability to perform business functions is severely impacted, Critical A critical business function or functions are partially operational or operating by use of a workaround only sustainable for a short period of time. A critical business function or functions is operating at limited capacity or has a defect which creates errors or atypical results to customer records, transactions, financials. Examples of Severity 2 issues include but are not limited to: • 10%-20% of the customer base are affected by bills which are calculating or rendering incorrectly 55 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Statement of Work • Response times on transactions or screens are 3 times the normal response times (response times must be tracked at go-live for benchmark) • Processes take 3 times as long to complete or error out (response times must be tracked at go-live for benchmark) 3 — The service is experiencing an issue that can be worked around but is impacting the Client's efficient Restricted use of the service. The business is operational with reduced efficiency. Use Examples of Severity 3 issues includes but are not limited to: • Single account issue • Business function has a slight restriction of function of non-critical nature • A workaround is required to maintain normal operations • Non-performance impacting defect 4— The service is fully functional but may contain a cosmetic flaw or misspelling. Not There is no operational, financial, or customer impact. Urgent Examples of Severity 4 issues include, but may not be limited to: • A button is out of alignment on the user interface • Question regarding configuration or functionality • General inquiries 3.9.6. Milestone Acceptance Process This project will be invoiced on a milestone basis. The milestones, delivery criteria and payment timelines are noted below and in Exhibit G - Milestones. On a monthly basis, the SpryPoint Project Manager will submit a list of milestones that have been completed for review and approval to the Client Project Manager. Service deliverables shall be accepted or rejected within 5 consecutive business days from the time of submission for acceptance. Service deliverables will be considered accepted with written approval from the Client. In the event the Client does not provide written approval or feedback within the agreed upon time period SpryPoint may invoice the milestone. The use or partial use of any service deliverable in a Production Environment constitutes acceptance of that service deliverable but only to the extent of such use or partial use. Note: This timeframe assumes there is a notification period of 4 business days prior to delivery of the deliverable. 56 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Statement of Work The Service Deliverable Acceptance Process is described below. • Submission of Service Deliverables. The SpryPoint Project Manager, or his or her designee, will prepare a list of completed milestones and forward with the respective service deliverable to the Client Project Manager, or the Client designee, for consideration. • Assessment of Service Deliverables. The Client's Project Manager will determine whether the service deliverable meets the requirements as defined in this SOW and that the service deliverable is complete. • Acceptance / Rejection. After reviewing, the Client will either; accept the service deliverable in writing or will provide a written reason for rejecting it to the SpryPoint Project Manager. If the Milestone is accepted, the SpryPoint Project Manager will invoice for the Milestone(s). If the Milestone is rejected the SpryPoint Project Manager will review the reason and work with the Client's Project Manager to determine if the rejected reason is within scope and if so, resolve any concerns. Once concerns are addressed the Milestone Acceptance Form will be updated and resubmitted for approval in the next month invoicing cycle. 3.9.7. Scope & Project Change Management During implementation either party may request additions, deletions, or modifications to the services or software described in this SOW ('the Change"). All Changes will be documented and approved, regardless of whether there is an associated cost for the change. Requests for changes should be made to either project team's PM. The SpryPoint Project Manager is responsible for creating a Change Order Form. The Change Order Form will including the following: • A description of the problem that needs to be solved or the scope change to be addressed. • A description of the solution to the problem or scope Change being requested, including the use/business case and/or reason for the Change and suggested solution. • An estimated impact of the Change on the project schedule. • If applicable, any fees/cost and expenses associated with the Change. The Change process that will be employed is defined below. The Change must be approved by both SpryPoint and the Client before any work related to a Change is completed. • Identify the requested Change 57 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work • Identify and document the solution and scope of work associated with the Change requested • Estimate required effort, and any associated costs • Assess impact of the Change on schedule, travel fees, milestones, contract, risks and/or any other identified impacts. • Submit for review and approval by the Client and SpryPoint Management Team • If not approved, no changes are completed and the Change request is canceled • If approved, Project documents are updated and work on the Change is scheduled into the Project • Monitor and report progress on the Change • Communicate the Change resolution During implementation, work to execute any approved project Changes will be completed at a price of $200 USD per hour. 3.9.8. Issues and Risk Management The following procedure will be used to manage Project issues and risks: • Identify and document all concerns • Assess the impact and prioritize the impact to the Project • Assign responsibility to resolve the issue or risk • Monitor and report progress on the issue or risk • Communicate issue resolution On a monthly basis, the Project Managers will meet to review the status of the risks and outstanding issues. When a risk is identified each risk will be assessed for its probability and impact and weighted. 3.9.9. Conflict Resolution and Escalation Process While both parties agree it is the desire to resolve issues quickly and within the project team(s), at times this may not be possible, and issue(s) may need to be escalated to resolve. A project issue can include anything from a business process change, to a schedule issue, to a personnel issue, etc. The following table shows a typical escalation path: 58 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Escalation Path SpryPoint Client Level 4 CEO Steering Committee Level 3 Vice President Service Finance Director Delivery Level 2 Project Manager Project Manager Level 1 Implementation Specialist Core Team Members 3.9.10. Project Working Times 3.9.10.1. Project Working Schedule During the project implementation it has been agreed that Project Meetings, Training Sessions will be completed Monday through, when working remotely. If work is being completed onsite all meeting times will be scheduled Tuesday through Thursday, with Monday and Friday being a travel days for the SpryPoint project team, unless mutually agreed to. In the event scheduled project activities such as meetings, training sessions, etc. need to be completed on days/times outside the above agreed times, this will be mutually agreed upon by both parties and scheduled a minimum of three (3) weeks in advance. 3.9.10.2. Statutory Holidays It is agreed that both parties will do their best to respect each party's holiday schedule. However, depending on where the project is and go-live date, on occasion project team members may be required to work a statutory holiday. If this is to occur, it will be mutually agreed to by both parties. SpryPoint Observed Holidays 59 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work New Year's Day January 1 January 1 January 1 Islander Day/Family February 19 February 17 February 16 Day Good Friday March 29 April 18 April 3 Victoria Day May 20 May 19 May 18 Canada Day July 1 (observed July 1 July 1 July 4) Civic Holiday August 5 August 4 August 3 Labor Day September 2 September 1 September 7 National Day of September 30 September 30 September 30 Truth & Reconciliation Thanksgiving October 14 October 13 October 12 Remembrance Day November 11 November 11 November 11 Christmas Day December 25 December 25 December 25 Boxing Day December 26 December 26 December 26 I **Note:this calendar is subject to change based on company policies Client Observed Holidays 60 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work New Year's Day January 1 January 1 January 1 Martin Luther King January 15 January 20 January 19 Jr Presidents Day February 19 February 17 February 16 Memorial Day May 27 May 26 May 25 Independence Day July 4 July 4 July 4 Labor Day September 2 September 1 September 7 Thanksgiving November 28 November 27 November 26 Veteran's Day November 11 November it November 11 Christmas Day December 25 December 25 December 25 **Note:this calendar is subject to change based on company policies 3.9.11. Executive Steering Committee The Executive Steering Committee Meeting will include SpryPoint, Strada, and the Client Project Managers and Project Sponsors. This review will take place monthly via a Zoom meeting or onsite (if mutually agreed to by both parties). The intent of this meeting is to ensure that the Project remains on-time and on-budget, and that Executive Management for both parties have a clear understanding of project status. The primary tool that will be used to do the meeting is the latest month's Monthly Project Status Report. The intended level of attention to detail during this meeting is to identify areas of concern or material change to the Project. Topics of discussion include: • Work accomplishments from the previous month and planned work accomplishments for the upcoming month. 61 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work • The percent complete for the overall project thus far. Descriptions of any material variances in schedule or work will be provided, if the percent complete is different than what was expected from the prior month. • The current Risk Management Plan will be included, and risk status will be reviewed, based on priority of risks. • The Project Plan will be included and reviewed for any areas of concern or material change to the project. 3.9.12. Project Management Reoccurring Deliverables During the project implementation the SpryPoint Project Manager is accountable for the delivery of the following recurring deliverables: Communication .. Description Shared Project Folders Via the used of Google Drive, SpryPoint will provide the Client with a shared project folder for document sharing and collaboration of documents during the project Project Status Reports A monthly report that summarizes project status, upcoming activities, risks, etc. Updates to the project 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 updated in the SpryPoint Project Tool, called Kantata. Access can be granted to the Client to see the project plan. 62 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Statement of Work :0 1 Risk Log Report that lists risks, probability, impact, status, and responsible resources. 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 resources, due date, priority, and impact on the critical path. Note: If the Client prefers to use SharePoint as the site for sharing/storing files, SpryPoint will agree to this. However, the Client is required to provide and support the SharePoint infrastructure and provide access to the SpryPoint team members at no cost to SpryPoint. 4. Integrations & Enhancements This section outlines any of the integrations or enhancements included in the scope of work. It is important to note that during analysis and throughout the implementation there may be additional integrations or enhancements identified. In this event, SpryPoint will provide a ballpark estimate(s) to determine if further investigation or detail(s) is required. If the Client is not interested, SpryPoint will work with the Client to ensure they understand all required workarounds. If the Client wishes to investigate further, a full estimate will be provided. If the change is deemed required, the change order process will be activated. 4.1. Integrations SpryCIS is designed with REST Application Programming Interfaces (API's) to enable real-time integration. For inbound integration and synchronization from back-office applications, we provide a purpose-built back- office integration Application Programming Interface (API). For outbound integration, we have an integrated process scheduler as well as an extensible event framework to support both batch and scheduled integrations as well as event-driven integrations. 63 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work SpryPoint will create an Integration Requirements Document for each integration to define the detailed requirements. Notes., In the event additional work or development is required to support integrations with thirdparty applications and SpryPoint, it is outside the scope of this project Some examples are configuration in a third-party application, the need for a third party to add information to an API, etc. SpryPoint will participate in discussions with Integration partners as required. Client to coordinate and facilitate these meetings. No. Integration Integration Details SpryPoint Product Name Impacted INT1 ERP - Workday SpryPoint has an existing integration with Workday that automates the flow of SpryCIS financial data such as general ledger and banking transactions directly into your Workday system. Exchanging data efficiently between Workday and SpryPoint saves you time and effort while reducing errors. The Accounting Journal Connector facilitates the exchange of accounting journal entries between SpryCIS and Workday. This connector enables all financial transactions to be synced to the correct general ledger accounts in Workday. The Ad Hoc Banking Transaction Connector, facilitates the exchange of banking transactions, such as payments and payment reversals, between SpryCIS and Workday. The ad hoc banking transactions are used to reconcile payments in SpryCIS against bank statements, which ensures accurate and timely reconciliation. 64 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work For each of these connectors, SpryCIS generates a CSV file with summarized records on a nightly schedule and uploads the files to an sFTP site. The files can then be automatically picked up by Workday and imported into their system. Accounts Payable Process: SpryPoint supports generating an accounts payable export file in CSV format. This file contains accounts payable information for each refund voucher, such as account, customer, mailing address, ACH banking details, and refund amount. The file is generated manually from SpryCIS by selecting a date range of which vouchers to include. The typical process with existing Workday customers is to upload this file into Workday manually. Automation of this activity is currently not supported. It would require additional effort to validate whether Workday has a file-based connector or API available that can support automated upload of AP refunds. This is currently out of scope. INT2 Payment It is SpryPoint's understanding that the City will be selecting a SpryPoint SpryCIS, Processing preferred Payment Processing Partner which includes either Invoice Cloud, SpryEngage Paymentus or SpryWallet. SpryPoint has an existing integration with these providers and there is no cost required for this integration. If the City decides to select a Payment Processor who SpryPoint has not integrated with in the past, please note that the integration effort will need to be scoped at that time, however, in most cases integration to a new Payment Processing partner requires at least 200 hours of development effort. INT3 Infosend — Bill SpryPoint will create bill template and then create the PDFs which will be SpryCIS Print uploaded to an FTP for the Bill Print provider to access and print. SpryPoint will integrate with InfoSend to: • Send PDF files to InfoSend. Optionally, this can be accompanied by a CSV file containing metadata about the bills in the PDF, such as account number, mailing address, number of pages per statement, etc. 65 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work • SpryPoint will create and manage the Bill Template as part of the implementation. SpryPoint will create a PDF file upon bill generation which will be uploaded to an FTP for InfoSend to access and print. All PDF copies of bills are stored and available within the SpryPoint platform and do not need to be stored elsewhere. INTO ESRI (GIS) SpryCIS and SpryMobile have standard Web Map Services (WMS) integration SpryCIS, capabilities which support integration with ESRI ArcGIS WMS layers. This SpryMobile 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 on 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: • Meter information • Streets and other selected layers • Premise and parcel information. • Service locations (includes pseudo addresses for such items as irrigation meters) • Meter location coordinates • Ownership layer GIS administrators can access and export data from SpryCIS using built-in report tools such as Metabase. 66 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work INT5 Badger SpryPoint maintains a robust integration with Badger BEACON across our SpryCIS, BEACON product suite. Integrations are designed to automate routine integration SpryEngage, (Metering) processes, eliminate manual handling of meter reading information, maximize SpryIDM the business value of interval reading information to support customer service and operations, and streamline implementation and testing processes. Key features of these integrations include: The SpryCIS data model supports vendor-specific data models and configurations to support Badger metering infrastructure, including Badger- specific meter configurations, endpoint configurations, and encoder configurations. This ensures that Badger meters are created, maintained, and operated according to known standards and best practices, and supports deep integration between Badger BEACON and the SpryPoint product suite. A fully automated scheduled master file exchange serves to regularly update BEACON® with the latest information on customers, accounts, and meter installations from SpryCIS. This ensures that both systems consistently operate with the most current and synchronized data. SpryCIS can directly retrieve billing meter readings via the BEACON® API. This seamless integration allows for accurate and timely billing, while reducing operator effort by eliminating manual data exchange processes. SpryCIS and SpryEngage can display interval meter reading data sourced from BEACON, along with overlays of weather information. This allows a direct analysis of customer usage patterns, continuous usage, and correlations with weather conditions. SpryMobile supports BEACON-specific AMI meter installations, upgrades, and maintenance. Field worker meter maintenance forms are tailor-built to support common Badger meter operations. This ensures that data is entered correctly at the source and is easily validated in meter quality assurance processes, 67 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work while automating the back-office meter replacement and maintenance data updates. SpryCIS also supports batch integration with Ensight+ and other mass-meter work order systems to automate the update of back-office information for meter installations and upgrades. __T INT6 Okta (SSO) SpryPoint will integrate all SpryPoint products with the City's single sign-on SpryCIS, provider Okta. SpryPoint supports single sign on and identity management via SpryEngage, integrations designed to support industry standards: SpryMobile • Security Assertion Markup Language (SAML) is an open-standard authentication protocol that SpryPoint uses for single sign-on from an identity provider. SAML identity providers include Okta. • System for Cross-Domain Identity Management (SCIM) is an open standard that SpryPoint uses to allow for the provisioning and management of application user identities from a centralized identity management system. SCIM clients include Okta. SpryPoint also supports Federated Identity through Azure Active Directory. INT7 BSI (Backflow, We support backflow systems through a preformatted export of data sets SpryCIS Fire Service scheduled to export from our job scheduler. We would need more information Inspections & to confirm the export requirement to support your system. Tracking) Alternatively, SpryPoint offers SpryBackflow as an option should the City wish to explore it as a solution, which would eliminate the need to integrate to BSI. 68 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 4.2. Enhancements SpryPoint will create an Enhancement Requirements Document, for each enhancement, to define the detailed requirements of any requested enhancements. Below are the requirements for the Client to communicate when requesting an enhancement. No. Requirement Description Details ENI Allow for mass changes for SpryPoint supports mass meter replacement programs with our selected master file fields and meter installation import process. By importing a file with the location services. appropriate information, this automatically uninstalls old meters, records out and in readings, installs new meters, and updates geo coordinates. If Petaluma can use our existing file format, no development is required. If not, SpryPoint will work with Badger and Petaluma to add support for a new file format. EN2 Display additional details on Small modifications to include more information on printed thermal and PDF receipt receipts, whether thermal and/or PDF. This may include: • Cashier user's department (cashier's name can already be included on receipts) • Description of each item/document being paid • Check number Final details to be agreed upon by SpryPoint and the client as part of discovery and testing. 69 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Statement of Work :0 5. Travel Reimbursable expenses include out-of-pocket expenses for travel, communications, and other expenses incurred in direct support of the project and are not reflected in the milestone schedules or services fees provided. In the event SpryPoint staff are required to travel onsite, the Client agrees to reimburse SpryPoint for its travel expenses per the following: • Meals are covered as a per diem of $75 per day (no receipts provided) • All other travel expenses, including but not limited to, airfare, hotel, parking, car rental, taxi, mileage, gas, and tolls will be reimbursed at the actual amount without markup. Receipts will be provided for these types of expenses. • SpryPoint agrees no travel shall be booked without the written approval of the Client. In the event approved travel is booked and the Client cancels, the Client agrees to reimburse any incurred expenses. 6. Project Assumptions The following project assumptions apply to this project: 6.1. General Assumptions 1. The Client will strive to minimize the impact of competing initiatives within the organization that may have a negative impact on the Project. 2. All prices are quoted in US Dollars and do not include any applicable taxes. 3. Prompt decision-making and problem resolution will be required to achieve an on-time, on-budget project completion. 4. The Client and SpryPoint understand the project scope and project timelines and agree to communicate and adhere to those objectives, thus setting the proper expectation level. S. All changes to the SOW shall be managed in accordance with the Agreed upon Change process. 6. The Client will make resources available to assist with data extraction, data mapping, and preliminary data validation during the conversion efforts. 7. SpryPoint will provide the specified number of staff, as described in the 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. 70 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Statement of Work 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.Whenever possible, the Project Team may consider alternative meeting options such as Zoom and Conference Calls. 11.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. 12.SpryPoint will assume responsibility for the successful completion of this SOW. 13.SpryPoint will assume overall responsibility for conducting all project related administration activities including the development and administration of a work plan that clearly indicates all the Client tasks and responsibilities. 14.SpryPoint is responsible for the initial deployment, configuration, and testing of environments of the system to support training, development, testing, etc. 15.The Client is willing to consider implementing SpryPoint's "Best Practices" to minimize the need for software customizations within reason. 6.2. System Testing Assumptions: 1. SpryPoint and the Client will jointly develop all test plans outlining the testing approach, methods, data, and participants. 2. The Client will review, participate in, and complete testing activities under the direction of SpryPoint as outlined in the sections above in this document. 3. SpryPoint will provide resources for product fixes resulting from errors identified during the system testing process. 4. SpryPoint will deliver the completed SpryPoint Service to the Client for review and acceptance. 5. The Client will be responsible for signing off on testing results. 6.3. Training Assumptions: 1. The Client is responsible for prerequisite education and training such as basic PC skills and fundamental business process knowledge. 2. SpryPoint will provide standard training materials in an editable format. The Client may use these training materials for any subsequent training classes. 71 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 3. The Client will provide users with specific times to participate in the required training. 4. The Client has the facilities and will provide the necessary logistics support for all training sessions including training rooms, training workstations, and any other necessary training supplies needed. 5. The Client will ensure end-user attendance during training. 6. The Client will schedule and promote user practice sessions, to ensure use of the system after training is completed. 6.4. Production Readiness and Cutover Assumptions: 1. The Client will be responsible for conducting an acceptance test of the completed System as delivered by SpryPoint, at the completion of the testing activities. 2. SpryPoint, with assistance of the Client, will develop a mutual agreement regarding the Go-Live plan and schedule. 3. SpryPoint, with assistance of the Client, will stage all aspects of the System in preparation for production cutover. 4. SpryPoint, with assistance of the Client, will conduct production cutover activities. 72 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 7. Project Staffing 7.1. Staffing Matrix Staffing Matrix wl SpryPbint Analysis 09 Deploy • Configure,Test&Train Rol* Protect Manager 0.75 0.75 0.75 0.75 0.75 0.75 0.75 0.75 0.75 L22 0.75 0.75 0.75 0.75 0.75 Lead CIS Solution Architect 2 2 2 2 2 2 2 2 2 2 2 2 2 1 CIS Implementation Specialist 1 1 1 1 1 1 1 1 1 1 1 1 0.5 1 SpryEngage Implementation Specialist 1 1 1 1 1 0.5 0.5 0.5 SpryMoblle Implementation Specialist 1 1 1 1 10.5 1 0.5 0.5 Data Conversion&Reporting Specialist 1 1 1 1 1 1 1 1 0.5 Development&Technical Support 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.2Total Weeks Per Month Allocated 6.00 5.00 am 6.00 6.00 6AO 4AO 7Ao5.00 6.50 5.50 6.00 5.00 2.75 PETALUMA Analysis Deploy •. �p M 0••N C OU.,, Configure,Test&Train it Rol* Project Manager 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 CIS-Functional Lead 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 CIS-Subject Matter Expert 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 CIS-Business Analyst 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 Technical Lead 0.75 0.75 0.75 0.75 0.75 0.75 0.75 0.75 0.75 0.75 0.75 0.75 0.75 0.75 0.75 0.75 CSRs 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 TWaI YMNIi Prs Moniti A6ovtM t76 i75 8.75 8.75 a.75 8.75 8.75 875 8.75 a.78 a.7a 73 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 7.2. SpryPoint Staffing Profiles Role Name I Phase Responsibilities Executive Sponsor Executive All phases of • Provide strategic leadership and oversight Sponsor project • Demonstrate executive support and sponsorship through active and visible participation Resolve strategic, tactical and political issues that develop over the course of the project • Empower team members to make decision and/or act as an escalation point • Support the message of change throughout the project team and organization Project Manager Project All phases of Maintains overall day-to-day responsibility and project schedule for SpryPoint scope of work Manager project and deliverables • Identify any scope changes, manage Change Order process if required • Manage project budget, including oversight of milestone schedule and invoicing • Schedule, participate in, and lead sessions as required • Work with Client PM & Strada PM to coordinate activities and schedules • Maintain project documents such as status reports, Exec Sponsor meetings, etc. • Act as an escalation point if required • Manage SpryPoint resources • Assist in collecting background documentation • Coordination of SpryPoint logistics for meetings • Identify any areas of concern or risk throughout the duration of the implementation Solution Architect Solution All phases of • Provide ongoing review and quality assurance of all aspects of the implementation Architect project • Heavily involved in all phases of the implementation from Analysis, Configuration, Test, Train, Operate, and Post Go-Live Support/Transition to Customer Success 74 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Develop and communicate the new processes and procedures that are required to effectively leverage the new system • The Solution Architect will also develop internal and external project communications plans Data Conversion . - Data I All phases of e The Data Conversion Specialist works with client technical team to manage all Data Migration Conversion project activities and deliverables, including participating in discovery sessions and delivery of project Specialist artifacts such as the Data Migration Strategy Throughout each phase of the Data Migration scope, the consultant will manage all rounds of Data Acceptance Testing, Functional Testing, Bill Validation Testing, and will help guide and provide support as needed during User Acceptance Testing The Data Migration Specialist is responsible for evaluation and stage gating of each data iteration/phase. Detailed activities are broken out by Iteration/Phase as follows: o DCO - Pre-Requisites: Conduct migration perquisite activities such assisting in configuration of prod environment, collaboration with Client on data mapping, pre- conversion data analysis, and pre-validation of extracted data o DC1 - Base Data: Lead the initial conversion of base data, ensuring successful conversion of base tables with multiple rounds of data validation. o DC2 — Transactional Data: Lead the initial conversion of transactional data, ensuring successful conversion of transactional tables and correct AR/Deposit balancing o DO — UAT/Mock Go-Live: Lead the full conversion of legacy data, support User Acceptance Testing, ensures a true Mock Go-Live occurs (with no changes to data) o DC4 — Go Live: Leads Data Migration Go Live activities o Data Archive: Configuration of the historical data archive, to meet client requirements for access to legacy data through SpryCIS i Implementation Implementation All phases of • The Implementation Specialist(s) will execute on the Solution Architecture Plan, to ensure Specialist — project systems meet the client needs SpryCIS, • The consultant(s) will have ownership and input to specific tasks throughout the SpryEngage, Implementation, including documentation of the processes, procedures, and deliverables produced as a result of the business consulting 75 Confidential i Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work SpryMobile, • Partner with SpryPoint Training Specialist - Assist in the delivery of training and preparation SpryIDm of training materials Implementation Specialists will leverage their deep understanding of specific SpryPoint products, as well as expertise on business functions including o Revenue Management o Customer Care o Metering o Billing o Field Service Ensure all Reporting needs are met. Reporting activities include: o Reviewing existing reports and identifying gaps or redundant reports o Review reporting functionalities of the system with the Client team o Creating custom reports as defined in the Report Plan (output of the Analysis Phase) o Create Executive Dashboards by Department as defined in the Analysis Phase Training Specialist Training All phases of • The Training Specialist owns the overall Training Strategy and Approach. They will work with Specialist project both the Client and other SpryPoint resources to establish and document the overall Training Plan for the implementation • Ensures System is ready for Client business process training • Works with client on Test Script Development • Delivery of training and training materials to support the following: o Foundations Training o Core Team Training o Tester Training o SpryPoint Product Specific Training o End User Training 76 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 7.3. Client Staffing Profiles ResponsibilitiesRole Name Phase Executive Sponsor Executive Sponsor All phases of • Provide strategic leadership and oversight project • Demonstrate executive support and sponsorship through active and visible participation Resolve strategic, tactical and political issues that develop over the course of the project Empower team members to make decision and/or act as an escalation point • Support the message of change throughout the project team and organization Project Manager Project Manager All phases of . Provide input into project schedule project • Approve any scope changes Approve milestones and invoicing Participate in sessions as required • Work with SpryPoint PM to provide input into project documents such as status reports, Exec Sponsor meetings, etc. Act as an escalate point if required Assist in maintaining stakeholder registry Assist in collecting background documentation Assist in coordinating client logistics for meeting • Participate in scheduled meetings Identify any areas of concern from internal resources Functional Lead Functional Lead Analysis • Review project deliverables and ensure functional area understands the various deliverables and their accountability 77 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work • Provide leadership, decisions and oversight for area of responsibility • Ensure all business processes have been identified and discussed • Participate in analysis sessions • Identify and make recommendations on business areas where they are opportunities to improve or solve pain points • Review and provide feedback on documentation • Plan and execute on assigned tasks from the Project Manager Configure Participate in configuration review sessions • Provide input and feedback on configuration • Participate in Business Process review and ensure no gaps • Answer questions and/or complete homework activities required to complete configuration • Identify and make recommendations on business areas where there are opportunities to improve, identify pain points _ Test Participate in reviewing, updating or test scripts. • Participate in testing sessions • Participate in the reviewing/documenting of training material • Participate in development/delivery of system training as prescribed by the Training Plan and as directed by the Project Manager • Plan and execute on assigned tasks from the Project Manager Deploy i • Support mock go live activities • Support cutover activities • Plan and execute on assigned tasks from the Project Manager • Support end users as the organization prepares to make the system and process changes Operate Help answer end user questions and provide support to end users • Plan and execute on assigned tasks from the Project Manager Subject Matter Expert CIS/Mobile/Engage Analysis • Participate in analysis sessions SME 78 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work • Answer questions and/or complete homework activities required to complete configuration • Identify and make recommendations on business areas where they are opportunities to improve or solve pain points • Review and provide feedback on documentation • Plan and execute on assigned tasks from the Project Manager • Provide insight into how data is used • Participate in documenting of data conversion strategy • Validate availability to export required data in required formats Configure • Participate in configuration review sessions • Answer questions and/or complete homework activities required to complete configuration • Identify and make recommendations on business areas where they are opportunities to improve or solve pain points • Plan and execute on assigned tasks from the Project Manager • Provide insight into how data is used • Participate with data mapping • Build data extraction routines • Provide extracted data per the project schedule • Provide support for data cleansing activities as required/identified Test • Test and validate converted data Participate in testing sessions Participate in the reviewing/documenting of training material Participate in development/delivery of system training as prescribed by the Training o Plan and as directed by the Project Manager Plan and execute on assigned tasks from the Project Manager Participate in data review sessions Provide fixes for data extraction routines Deploy • Support mock go live activities • Support cutover activities Plan and execute on assigned tasks from the Project Manager 79 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work • Support end users as the organization prepares to make the system and process changes Operate Help answer end user questions and provide support to end users • Plan and execute on assigned tasks from the Project Mana er Technical Lead Technical Project Analysis Review project deliverables and ensure functional area understands the various Lead deliverables and their accountability • Participate in analysis sessions • Answer questions and/or complete homework activities required to complete configuration • Identify and make recommendations on business areas where they are opportunities to improve or solve pain points • Review and provide feedback on documentation • Track and coordinate IT's project assignments as assigned by Project Manager Configure I • Participate in configuration review sessions • Provide input and feedback on configuration • Participate in Business Process review and ensure no gaps • Answer questions and/or complete homework activities required to complete configuration • Work on integrations (if applicable, i.e Client is completing own coding) • Track API development and coordinate with Development team • Track and coordinate IT's project assignments as assigned by Project Manager • Participate in configuration review sessions Test • Participate in creation of test scripts for integration testing • Ensure test systems for third party systems are available • Participate in testing sessions • Participate in the reviewing/documenting of training material • Participate in development/delivery of system training as prescribed by the Training Plan and as directed by the Project Manager • Track and coordinate IT's project assignments as assigned by Project Manager 80 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Deploy Support mock go live activities • Act as a liaison with third party systems • Support cutover activities • Track and coordinate IT's project assignments as assigned by Project Manager Support end users as the organization prepares to make the system and process changes Operate Help answer end user questions and provide support to end users • Plan and execute on assigned tasks from the Project Manager Technical Data Analysis I • Provide leadership, decisions, and oversight for area of responsibility. Conversion Expert Provide oversight on timelines for any internal and third party integrations • Participate in documenting of data conversion strategy • Validate availability to export required data in required formats • Ensure all business processes have been identified and discussed • Ensure test systems for third party systems are available • Participate in configuration review sessions _ Provide input and feedback on configuration Configure • Provide leadership, decisions, and oversight for area of responsibility. Participate with data mapping Build data extraction routines Provide extracted data per the project schedule Provide support for data cleansing activities as required/identified Identify recommendations on business areas on opportunities to improve • Work on integrations (if applicable, Le Client is completing own coding) • Participate in configuration review sessions Test • Participate in data review sessions Provide fixes for data extraction routines • Participate in testing sessions Deploy • Participate in mock go live and cutover activities 81 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Operate . Provide feedback, data queries, etc as required to support post live activities Business Analyst Business Analyst Analysis • Participate in analysis sessions Answer questions and/or complete homework activities required to complete configuration Identify and make recommendations on business areas where they are opportunities to improve or solve pain points Review and provide feedback on documentation Plan and execute on assigned tasks from the Project Manager • Gather documentation on current state • Assist with understanding current and future state reporting and KPI requirements Configure • Participate in configuration review sessions Answer questions and/or complete homework activities required to complete configuration Identify and make recommendations on business areas where they are opportunities to improve or solve pain points i . Plan and execute on assigned tasks from the Project Manager Test I • Participate in testing sessions Participate in the reviewing/documenting of training material Participate in development/delivery of system training as prescribed by the Training Plan and as directed by the Project Manager Plan and execute on assigned tasks from the Project Manager _ Deploy • Support mock go live activities • Support cutover activities Plan and execute on assigned tasks from the Project Manager • Support end users as the organization prepares to make the system and process changes I- Operate I • Help answer end user questions and provide support to end users Plan and execute on assigned tasks from the Project Manager 82 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work 8. Appendices 8.1. 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 •n/Term Description Name Acceptance Acceptance testing is the Client's validation to ensure top-to- Testing bottom functional stability and adherence to existing business requirements and business processes. Testing will be in several phases, including, but not limited to, functional testing, bill validation testing, integration testing, and performance testing. Acceptance Acceptance is defined as information, documentation, development, or any other object(s) approved and signed off by the Client Agreement Date The date on which both the Client and SpryPoint have both executed the Master Agreement. Business Day A regular workday (Monday through Friday — non-holidays or emergency days) as defined by the Client's business calendar. 83 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Business-critical A business-critical report is one that is identified as being needed to Report complete any business processes or reports required to run the business of the Client. Business Business Process Design outlines how the system functionality will Process Design meet the requirements of the Client's future state processes. This design work will address operational and organizational changes required to implement the proposed solution. This typically occurs during the Analysis phase of the Project. Business 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 every other week. Bi-Weekly This activity will happen twice a week. Calendar A 24-hour period—typically starting at midnight. Day/Days Change A request by the Client to add new requirements to the scope of the project. This could be in the form of an enhancement, additional services, new integration, etc. All changes to the SOW must be agreed upon by the parties and evidenced in a written instrument signed by the parties' authorized representatives. 84 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Change Order The process used when a Change of scope is identified. This process Process may or may not have monetary costs and implementation schedule impacts associated with it. Configuration Process of performing table updates and algorithm changes to the System to have the System perform the Client's specific user requirements. Configuration does not require programmatic software changes. Cut Over Includes all activities required to prepare the Systems for the transition of the new SpryPoint CIS Solution to production processing. The activities will include ensuring security setup, establishing user profiles, closing out pending data in the legacy system, manual data conversions when required, system access rollout to end users, and other activities SpryPoint and the Client deem necessary. Data Testing performed by the Client Subject Matter Experts after each Acceptance data conversion iteration. During DAT, the Client not only verifies Testing (DAT) the data migrated, but also validates that the data may be inquired and reported upon. This can be done through a variety of queries, reports and visual confirmation. Data Mapping The process of assigning source system data elements to target data elements in the System Data Model for purpose of conversion. Data Model Conceptual description of data objects, their attributes, and the relationships between them. 85 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Delivery Defined as information, documentation or an approved object provided to the Client for review, feedback and/or acceptance. Functional Test Singular test of an object, such as a screen, report, or batch program. These tests will focus on specific functions. Interface Passing of data between two separate and distinct systems; can be accomplished in real-time (via API) or batch mode. Integration Test The integration testing will utilize formal test plans and scripts that will define how to test a singular feature and business process based on pre-defined expected results. Integration tests are formal in nature, cover multiple scenarios of a feature and process, and are based on the variations of the Client's business. Legacy CIS References the Client's old Customer Information System, that is being replaced. Bill Validation 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 on the 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) 86 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Metabase The out-of-the-box tool provided to build and deliver reports and dashboards. Performance This testing will exercise the System to ensure the Client will Testing achieve the stated performance goals. Price The total cost for implementation & expenses to deliver the SpryPoint Solutions as noted in this SOW and other Exhibits to the Agreement. Project The completion conversion of the Client's Legacy CIS over to the SpryPoint System solutions as agreed upon as part of the SOW and Price. Quality The process of verifying that the proper processes and procedures Assurance have been adhered to on the Project from a methodology as well as project management perspective and that the deliverables produced on the project have included the appropriate content and meet expectations. Script Testing Testing using a pre-determined script or set of instructions. Testing can be either manual or automated work. SpryPoint The SpryPoint Service (System) includes all services as defined in Service- a.k.a this Statement of Work for products sold as part of this contract. System 87 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 . Statement of Work Templates Templates refer to the standard format of various project documents that SpryPoint will provide as a starting point and will be modified to address the specifics of this Project. Examples include Training Plan, Test Plan, Conversion Plan, etc. Test Matrix A worksheet that identifies accounting periods, account numbers, financial transactions and other expected results for testing purposes. Test Plan Document that outlines a strategy or approach for testing. A Test Plan describes key setup issues, dependencies, and other general factors. Test Scripts A series of actions, functions, scenarios, or commands documented for execution during various phases of testing. User Final testing led 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. 88 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved !)Statement ope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 of Work 8.2. Milestone Schedule Milestone Schedule Milestone Phase Milestone Name Milestone Description Amount 1 Project PM Month 1 PM activities per the $3,500.00 Management SOW 2 Project PM Month 2 PM activities per the $3,500.00 Management SOW 3 Project PM Month 3 PM activities per the $3,500.00 Management SOW 4 Project PM Month 4 PM activities per the $3,500.00 Management SOW 5 Project PM Month 5 PM activities per the $3,500.00 Management SOW 6 Project PM Month 6 PM activities per the $3,500.00 Mana ement SOW 7 Project PM Month 7 PM activities per the $3,500.00 Mana ement SOW 8 Project PM Month 8 PM activities per the $3,500.00 Management SOW 9 Project PM Month 9 PM activities per the $3,500.00 Management SOW 10 Project PM Month 10 PM activities per the $3,500.00 Mana ement SOW 11 Project PM Month 11 PM activities per the $3,500.00 Mana ement SOW 12 Project PM Month 12 PM activities per the $3,500.00 Mana ement SOW 13 Project PM Month 13 PM activities per the $3,500.00 Management SOW 14 Project PM Month 14 PM activities per the $3,500.00 Management SOW 15 Project PM Month 15 PM activities per the $3,500.00 Mana ement SOW 16 Project PM Month 16 PM activities per the $3,500.00 Management SOW Confidential I Copyright©2024 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 17 Analysis Project Kickoff Complete the following $2,400.00 Deliverables: - Mobile Project Team - Conduct Project Kickoff - Prepare project infrastructure -Detailed Analysis Workshop schedule complete 18 Analysis Environment Deployment Complete the following $2,400.00 deliverables: - Staging and Prod environments setup with one client user setup 19 Analysis System Overview Complete the following $2,400.00 deliverables: - System Overview Training 20 Analysis Analysis Workshops 1 Complete the following $2,400.00 deliverables: - Customer Care Analysis Workshops - Premises Analysis Workshops 21 Analysis Analysis Workshops 2 Complete the following $2,000.00 deliverables: - Billing Analysis Workshops - Payments Analysis Workshops - Collections Analysis Workshops 22 Analysis Analysis Workshops 3 Complete the following $2,000.00 deliverables: - Bill Template Analysis Workshop - Finance &Admin Analysis Workshop 23 Analysis Analysis Workshops 4 Complete the following $4,800.00 deliverables: - SpryMobile Analysis Workshop 90 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 24 Analysis Analysis Workshops 5 Complete the following $4,800.00 deliverables: - SpryEngage/IDM Workshop 25 Analysis Analysis Report Delivery Complete the following $2,800.00 deliverables: - Deliver Analysis Report to client for review 26 Analysis Analysis Report Signoff Complete the following $2,000.00 deliverables: - Analysis Report Updates -Analysis Report Review & Approva I 27 Analysis Analysis Workshop - Complete the following $1,600.00 Integrations & Reporting deliverables: - Analysis workshop for Integrations & Reporting 28 Analysis Report Plan Complete the following $2,000.00 deliverables: - Deliver Report Plan 29 Analysis Dashboard Plan Complete the following $2,000.00 deliverables: - Deliver Dashboard Plan 30 Analysis Training Plan Complete the following $1,000.00 deliverables: - Deliver Training Plan 31 Analysis Data Conversion Strategy Complete the following $3,000.00 deliverables: - Data Conversion Strategy 91 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 32 Configuration Configuration 1 Complete the following $5,000.00 deliverables: - Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Enable Services 2. Aging 3. GL Account Structure 4. GL Accounts 5. Billing Cycles 6. Penalty Type - Configuration in staging environment 33 Configuration Configuration 2 Complete the following $3,000.00 deliverables: - Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Receivable Types 2. Revenue Months 3. Billing Periods 4. Default GI Accounts 5. Services Types - Configuration in staging environment 34 Configuration Configuration 3 Complete the following $3,000.00 deliverables: -Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Rate Schedule 2. Meter Size Rate Detail 3. Tax schedules - Configuration in staging environment 92 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 35 Configuration Configuration 4 Complete the following $5,000.00 deliverables: Workbook updates for the following workbook tabs: 1. Account Statuses 2. Customer Statues 3. Premise Statues 4. Account Types 5. Premise Types 6. Equipment Location Types 7. Routes 8. Water Meter Configurations 10. Charge Types 11. Deposit Types 12. Credit Memo Type 13. Global Config 14. Measurement Types - Configuration in staging environment 36 Configuration Configuration 5 Complete the following $4,000.00 deliverables: -Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Collections Media 2. Collections Routine 3. New Item Categories 4.City Setup 5. Equipment Categories 6. Equipment Type 7. Tender Type 8. Payment Sources - Configuration in staging environment 93 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 37 Configuration Configuration 6 Complete the following $4,000.00 deliverables: -Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Auto number configuration 2. Business Hours 3. Dashboard Configuration 4. Denomination Configuration 5. Holiday Calendar 6. Billing Validation Rules 7.Budget Billing Types 8. Billing Agreement Add-ons (if applicable) 9. Summer Sewer Configuration - Configuration in staging environment 38 Configuration Configuration 7 Complete the following $4,000.00 deliverables: - Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1.Payment File Format 2. Pre-authorized Payment 3. Alternate ID Types 4. Relationship Types 5. Deposit Interest Schedules 6. Districts 7. Exemption Reasons 8. Move In Request Types 9. Move Out Request Types - Configuration in staging environment 94 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 39 Configuration Configuration 8 Complete the following $4,000.00 deliverables: - Initial setup decisions in configuration Workbook updates for the following workbook tabs: 1. Dispute Types 2. Dispute Resolution Types 3. Write Off Types 4. Bankruptcy Types 5. Service Order Actions 6. Service Order Types 7. Communication Message 8. Auto Reply Rules 9. Statement Message 10. Estimation Algorithms 11. Meter Reading Code Mappings - Configuration in staging environment 40 Configuration Configuration 9 Complete the following $11,200.00 deliverables: - SpryMobile Initial Configuration completed and SpryMobile ready for client testing 41 Configuration Configuration 10 Complete the following $9,000.00 deliverables: - SpryEngage Initial Configuration & ready for client testing 42 Configuration Configuration 12 Complete the following $2,200.00 deliverables: - SpryIDM Initial Configuration & ready for client testing 95 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 43 Configuration Data Iteration 1.0 Complete the following $4,000.00 deliverables as required for Data Iteration 1.0: - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment" 44 Configuration Data Iteration 1.0 Complete the following $3,000.00 Acceptance Testing deliverables as required for Data Iteration 1.0: - Data Acceptance checklist -Data Acceptance Testing -Support Data Acceptance Testing 45 Configuration Data Iteration 1.1 Complete the following $3,000.00 deliverables as required for Data Iteration 1.1: - Resolve issues from previous conversion - Complete data cleansing activites Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment" 46 Configuration Data Iteration 1.1 - Data Complete the following $2,000.00 Acceptance Testing deliverables as required for Data Iteration 1.1 - Data Acceptance checklist -Data Acceptance Testing -Support Data Acce tance Testing 96 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 47 Configuration Data Iteration 2.0 Complete the following $3,000.00 deliverables as required for Data Iteration 2.0: - Complete any data mapping updates - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment 48 Configuration Data Iteration 2.0 - Data Complete the following $2,000.00 Acceptance Testing deliverables as required for Data Iteration 2.0: - Data Acceptance checklist -Data Acceptance Testing -Support Data Acceptance Testing 49 Configuration Data Iteration 2.1 Complete the following $3,000.00 deliverables as required for Data Iteration 2.1: - Complete any data mapping updates - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment 50 Configuration Data Iteration 2.1 - Data Complete the following $2,000.00 Acceptance Testing deliverables as required for Data Iteration 2.1 - Data Acceptance checklist -Data Acceptance Testing -Support Data Acce tance Testing 97 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 51 Configuration Data Iteration 2.2 Complete the following $3,000.00 deliverables as required for Data Iteration 2.2: - Complete any data mapping updates - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment 52 Configuration Data Iteration 2.2 - Data Complete the following $2,000.00 Acceptance Testing deliverables as required for Data Iteration 2.2: - Data Acceptance checklist -Data Acceptance Testing -Support Data Acceptance Testing 53 Configuration Data Iteration 3.0 Complete the following $3,000.00 deliverables as required for Data Iteration 3.0: - Complete any data mapping updates - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment 54 Configuration Data Iteration 3.0 - Data Complete the following $2,000.00 Acceptance Testing deliverables as required for Data Iteration 3.0: - Data Acceptance checklist -Data Acceptance Testing -Support Data Acce tance Testing 98 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 55 Configuration Data Iteration 3.1 Complete the following $3,000.00 deliverables as required for Data Iteration 3.1: - Complete any data mapping updates - Develop/Update data import routines - Create & deliver data conversion validation reports - Load iteration data in staging environment 56 Configuration Data Iteration 3.1 - Data Complete the following $2,000.00 Acceptance Testing deliverables as required for Data Iteration 3.1: - Data Acceptance checklist -Data Acceptance Testing -Support Data Acceptance Testing 57 Configuration Integration - ERP (Newly Complete the following $16,000.00 selected) deliverables: - Integration in staging environment and ready for testing 58 Configuration Integration - Complete the following $8,000.00 Paymentus/IC/SpryWa I let deliverables: (Payment Processing) - Integration in staging environment and ready for testing 59 Configuration Integration - Infosend Complete the following $6,400.00 (Bill Print) deliverables: - Integration in staging environment and ready for testing 60 Configuration Integration - ESRI (GIS) Complete the following $1,600.00 deliverables: - Integration in staging environment and ready for testing 99 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 61 Configuration Integration - Beacon Complete the following $4,800.00 (Metering) deliverables: - Integration in staging environment and ready for testing 62 Configuration Integration - Okta (SSO) Complete the following $2,400.00 deliverables: - Integration in staging environment and ready for testing 63 Configuration Integration - BSI Complete the following $4,200.00 (Backflow, Fire Service deliverables: Inspections & Tracking) - Integration in staging environment and ready for testing 64 Configuration Development - Thermal Complete the following $4,000.00 Receipt Details deliverables: - Enhancement in staging environment ready for client review & testing 65 Configuration Development - Mass Complete the following $8,000.00 Changes deliverables: - Enhancement in staging environment ready for client review & testing 66 Configuration Reporting Complete the following $2,800.00 deliverables: - Updates and custom reports per the report plan in staging environment for client review 67 Configuration Dashboards Complete the following $2,800.00 deliverables: - Updates and dashboard configuration per the dashboard plan in staging environment for client review 100 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 68 Test Core Team Training Complete the following $2,800.00 deliverables: - Completed training for Core team Members 69 Test Functional Test Cases Complete the following $3,000.00 deliverables : - Deliver to client out of the box Functional Test Cases 70 Test Integration Test Cases Complete the following $3,000.00 deliverables : - Deliver to client out of the box Integration Test Cases 71 Test User Acceptance Test Complete the following $3,000.00 Cases deliverables : - Deliver to client out of the box User Acceptance Test Cases" 72 Test Bill Validation Testing Complete the following $8,000.00 deliverables : - Complete Bill Validation Activities - Bill Validation report delivered to client 73 Test SpryMobileTraining Complete the following $5,000.00 deliverables: - SpryMobile training delivered 74 Test SpryEngageTraining Complete the following $5,000.00 deliverables: - SpryEngage training delivered 75 Test Tester Training Complete the following $1,800.00 deliverables: - User identified as Testers are trained and ready to start UAT testing 76 Test Functional Testing Complete the following $8,000.00 deliverables: - Execute Functional Testing 101 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work - Functional Testing Signoff 77 Test Integration Testing Complete the following $8,000.00 deliverables: - Execute Integration Testing - Integration Testing Si noff 78 Test User Acceptance Testing Complete the following $5,000.00 deliverables: - Execute User Acceptance Testing - User Acceptance TestingSi noff 79 Deploy End User Training 1 Complete the following $2,400.00 deliverables: - CSRs and Billing end users trained 80 Deploy End User Training 2 Complete the following $2,400.00 deliverables: - Field Service end users trained 81 Deploy End User Training 3 Complete the following $2,000.00 deliverables: - All other end users trained 82 Deploy Post User Acceptance Complete the following $4,800.00 Training deliverables: - Post UAT Training com leted 83 Deploy Mock Go-Live 1 Complete the following $2,400.00 deliverables: - Mock Go-Live Plan provided to client for review - Mock Go- Live Scheduled 84 Deploy Mock Go-Live 2 Complete the following $2,400.00 deliverables: - Mock Go-Live Successfully Executed" 102 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 85 Deploy Go-Live Complete the following $17,200.00 deliverables: - Go Live Plan Developed - Go/No Go Decision - Go Live Activities Completed - SpryPoint - Go Live Signoff - Issue Log Updated 86 Operate Post Go-Live Support Complete the following $13,200.00 Month 1 deliverables: - Client Executing business in Production - Completed month end - Updated and prioritized punch list 87 Operate Post Go-Live Support Complete the following $8,000.00 Month 2 deliverables: - Client Executing business in Production - Completed month end - Updated and prioritized punch list 88 Operate Project Close Out Complete the following $4,000.00 deliverables: - All contractual items delivered - All P1 and P2 items completed - Plan for any remaining punch list items - All documents signed off 89 Test Enhancement Testing Complete the following $4,400.00 deliverables : - Complete Enhancement Testing Total $361,800 103 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 8.3. Document Samples The following sections show a sample of some of the document templates that will be used through the implementation. Note: Templates are subject to change. If this occurs the Client will be notified and, if required, adjustments will be made to ensure all required information is captured in the new or revised template. 104 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 8.3.1. Project Status Report - Sample Monthly Project Status Report <Cu stom er Nam e> Author <Author> Date <YYYY-MM-DD> Report Period <MM-DD - MM-DD> 105 Confidential Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work Monthly Project Report Executive Summary ® <Scope-optional ® <General Summary Items Project Statu s Su m m ary Overall Project Green Project Current LastPerlod Reason for Deviation and Corrective Indicators Period Action Siiiiiiiiiiiiii�iiiii Teen Green cope Schedule Resources Risks Issues reen Green Green Green Green Green Green Green BudgetGreen Green Critical Issues Register # Description Date Raised Owner Next Action 1 YYYY-MM-DD 2 YYYY-MM-DD 3 YYYY-MM-D D 4 YYYY-MM-DD 5 YYYY-MM-DD Critical Risk Register Confidential+Copyright m 2022SpryPoint Solutions)nc.Ail Rights Res ived 1 106 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work Monthly Project Report # D escrlptlon Date Raised Owner Mitigation Plan 1 YYYY-MM-D D 2 YYYY-MM-DD 3 YWY-MM-DD 4 YWY-MM-DD 5 YWY-MM-DD Critical Decisions Log Date Raised Owner 1 YWY-MM-DD 2 YWY-MM-DD 3 YWY-MM-DD 4 YWY-MM-DD 5 YWY-MM-DD Contract Milestone Status - Current Month ID Milestone Description of Deliverable Amount Due Status <Content> Content> $XX,000.00 <COntent> Total: $XX,000.00 Confidential)Copyright 0 2022SpyyPoint Solutions lnc.Aii Rights Reserved 2 107 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work Monthly Project Report Contract Milestone Status - Upcoming Month ID Milestone Descriptlon of Deliverable AmountDue Status <Content> <content> $XX,000.00 Completed I Total: $XX,000.00 Invoicing Summary Involced to Date (ILISD) Total Budget (USD) Remaining Budget(ILISD� <$00,000.00> <$00,000.00> <i6T000.00� Current Project Schedule Insert Wrike Gantt Chart or Table Images Confidential)Copyright 0 2022SpyyPoint Solutions lnc.Aii Rights Reserved 3 108 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work Status Definitions pverall The project is in The project has The project has critical good health and is non-critical issues that issues that will proceeding need 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. Resources The project has no The project has The project has major 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 109 Confidential I Copyright 9 2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 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 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 approved budget. approved budget. OR the project is forecasting to spend more than the approved budget. 110 Confidential I Copyright 9 2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 8.3.2. Risk Log Risks&Issues Log .•D'..,i+.ww b.b bl ,+.-1M 0M.ro argr w.. PY,W.O. hb.pNk�ri Mec1 b •Il..•».b dip Y,lr D�<7� .vow..amp b•r W'•...a 1rO.a.N YM w�sr�er►q w.+.a+rrd.rr ErieMj .ar.a a.anr....d.od, Crin•.adN i►QM•N w n.a.a w. I•d I a a lir d ti sow .w-n..l.en xrn.nr I� 400. W b bl dw .Ww1w.W w..On.b�1� aer•ra..ry w.+a b bl • • +o n +1 + , to l7 to ,o ao 31 u 73 N I M Issues Loa Leaend Issues Status:Open or Closed RAG: Red=Significant negative effect on project delrverables 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 folkrxnng:1)Budget,21 Schedule.3)Scope,4)Benefit Timing(See further explanation bela+v i Probability.[Definite=5,probable=4,possible=3.unlikely=2,remote= 11 Risk Scoring(calculated) = Impact X Probability Risk Status Risk Scoring?15=Red.Risk Scoring 10.14=Amber.Risk Scoring<_9=Green Impact refers to any of follaedng 1)Budget.21 Schedule,3)Scope,4)Benefit Timing There could be an impact assigned to each of these things for a nsk:for reporting purposes.use the value that is of highest impact so that there are no surprises doom 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 moderate impact(=2)but Benefit Timing is significant(=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 111 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work Risk Assesment and Prioritization s u c� Q 0 i o i 112 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Statement of Work 8.3.3. Change Order Form Sprypolimi t Change Order Customer [CLIENTJ Change Request ABC400105032021 Contact Name Name Name Issue hate 05.03.2021 Contact emafl@clieni.com Expiration Date 06.03.2021 Phone/Email [Change Title] Description Dosrrihre rhingo hero. Solution To support this[ChangeJ,the following activities will be undertaken by SpryPoint: • Projoct Managornont(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. 113 Confidential I Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • 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) Total Budget Hours x I $x00 0% $X,000 Total(USD) $X,000 Terms • Quotes are valid until Expiration Date listed above • Payment terms are eel.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 114 Confidential Copyright©2023 SpryPoint Services Inc.All Rights Reserved Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES Exhibit B — SaaS Pricing Schedule 1. Client Information This Pricing Schedule is entered into by SpryPoint Services, Inc. ("SpryPoint")and Client as of the Effective Date and is subject to the terms and conditions of the Master Subscription Agreement between the Parties. Name "Client" City of Petaluma Client Billing Contact Name Jessie Gooch Client Billing Contact Phone Number 707-778-4305 Client Billing Contact Email ooch cit of etaluma.or Client Billing Address 11 English Street, Petaluma, CA 94952 2. Initial Term The initial term of the subscriptions for SpryPoint SaaS reflected herein will commence on the Effective Date and Client's subscription will renew annually on the anniversary of the Effective Date for a period of 10 years. 3. Invoicing Subscription Fees are in United States Dollars. The Subscription Fee for the initial year will be invoiced upon contract execution. Thereafter, Client's annual Subscription Fee will be invoiced annually 30 days in advance of the anniversary of the Effective Date for the duration of Client's subscription. Implementation and Professional Services fees will be invoiced per the applicable SOW, change order, or as otherwise mutually agreed and are not reflected herein.All other fees will be billed subject to the Usage Metric Verification Process or the Integrated Notification Services Fees, described in the Agreement. 4. Payment Terms Net 30 days from date of invoice. Version:09052024 Exhibit B SaaS Pricing Schedule Page 1 of 4 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES 5. SpryPoint SaaS Subscriptions SpryPoint SpryPoint SaaS Description Environments Environments SpryPoint SaaS Usage SpryPoint Initial Annual SaaS Included during Included after Usage Metric Metric SaaS Fee Subscription Subscription "implementation"* "go-live"" Quantity Per Usage Fee Name Metric SpryCIS— SpryCIS supports customer service and Production(1) Production(1) Active Accounts' 21,500 $4.00 $86,000.00 Customer account management; meter reading Staging(1) Sandbox(1) Information (including consumption and usage data); Sandbox(1) System meter inventory records (including location data and billing related inventory records); field service order requests; rate,fee and tariff storage(for mass calculation); billing calculation and statements; and financial processing (including payment, adjustment, past due collection actions and notifications); unpaid debt processing; and financial reconciliations SpryEngage— SpryEngage supports customer self-service Production(1) Production(1) Active Accounts' 21,500 $1.00 $21,500.00 Customer and engagement functions: Staging(1) Engagement customer facing (customer registration and Platform login; mobile access; profile management; alert sign-up and delivery; guest access; interactive bill display;electronic billing payment processing; and electronic forms submissions) administrative(administrative dashboard; reporting and analytics; customer masquerading) SpryIDM - SpryIDM supports access to interval data for Active Accounts' 21,500 $0.50 $10,750.00 Interval Data meters,service points, and collections of Management meters; data ingestion processes; interval data standardization and normalization; generation and delivery of customer alerts Version:09052024 Exhibit B SaaS Pricing Schedule Page 1 of 4 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES SpryPoint SpryPoint SaaS Description Environments Environments SpryPoint SaaS Usage SpryPoint Initial Annual SaaS Included during Included after Usage Metric Metric SaaS Fee Subscription Subscription "implementation"* "go-live"" Quantity Per Usage Fee Name Metric SpryMobile— SpryMobile supports the creation of short Production(1) Production(1) Full Users' 15 $100.00/user/ $18,000.00 Mobile Field cycle work with real-time connectivity to Sandbox(1) month Service SpryCIS(service orders; scheduling; dispatch; mapping GIS layers; MyWork;g. Light Users3 5 $50.00/user/ $3,000.00 notifications month Total $139,250.00 Subscription Fee Version:09052024 Exhibit B SaaS Pricing Schedule Page 2 of 4 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES "Active Accounts" means the maximum annual quantity, in blocks of 500, licensed and available to Client in the production environment over a 12-month period. An account is no longer considered Active when the"Account State"field is automatically moved to Inactive by the System as determined by Client configuration decisions. In most cases the Account State is considered inactive when the Account is ineligible to receive a new Billing Statement and is no longer subject to ancillary processes such as penalties, collections routines,or external communication from SpryCIS. 2"Full User" means a user who can access SpryMobile's full functionality to create, edit and share data. 3"Light User" means a user who has read-only to access to SpryMobile functionality. 4"Testable Assembly"means an assembly subject to test notices and test entry submissions. Upon mutual agreement between SpryPoint and Client, other environments may be established for specific purposes throughout the implementation (e.g.,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. Integrated Notification Services Fees invoiced quarterly for actual usage or as otherwise described below exclusive of any applicable communications service or telecommunication provider(e.g.,carrier fees or surcharges) Inbound & Outbound SMS $0.02 / Message segment consisting of a maximum of 160 Messaging characters. A message containing more than 160 characters, will be billed per 160 character message segment. Local Outbound Voice $0.03 per minute Messaging Toll-Free Outbound Voice $0.03 per minute Messaging Optional Random Short $15,000.00 per year Code Version:09052024 Exhibit B SaaS Pricing Schedule Page 1 of 4 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES SpryPoint Services, Inc. Exhibit C - Service Level Agreement 1. Introduction and Overview SpryPoint's applications are delivered as a service in the cloud. Integrating software development and support is the optimal way to serve customers. SpryPoint's Customer Success Team works with the product engineers that build, implement, test, and maintain our applications. This Service Agreement defines the general technology as well as the scope of the Ongoing Production Support Services for SpryPoint's software-as-a-service. At a high level, this includes: • Application support and maintenance • Management of updates and enhancements • Technology infrastructure management • Backup and recovery • High availability, disaster recovery, and business continuity • Database management • Network configuration and monitoring • Security • Operations and service delivery management • Help desk/support • Reporting/Performance measurement tools These Services may be supplemented by change requests agreed upon by the parties in writing. This Agreement describes the responsibilities of all parties, the scope, and approach to the delivery of the services specified herein ("the Services"). The transition to the Customer Success team will occur when: • All severity 1 and 2 issues have been resolved Version:06262024 Exhibit C Service Level Agreement Page 1 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES • All severity 3 issues have a defined plan for resolution • The Post Go Live Support as defined in the Statement of Work is complete • A finalized punch-list of any outstanding items has been created and responsibilities assigned The transition involves: • Formal knowledge transfer between SpryPoint's Service Delivery and Customer Success Teams • An introductory meeting with the client, SpryPoint's Project Manager and SpryPoint's Customer Success Team. This Agreement is specific to SpryPoint's software-as-a-service applications operating in a production environment as described in the current Pricing Schedule incorporated as part of this Agreement. Any non-production or test environments are expressly excluded from this or any other Service Agreement. 2. Definitions These terms shall have the following meanings whenever used in this Agreement. "Assist" means the party which may provide input into a task and/or be consulted before a decision or action is performed. "Business Hours" means 8:00 a.m. — 4:00 p.m. Eastern Time, Monday — Friday (excluding holidays) "Demarcation Point" means the outermost point of connectivity to the Service(s) public or private endpoints such as the data centers, infrastructure, and applications provided by SpryPoint. "Environment" — provides resources and services over the Internet and access through a web browser or client software. o Production Environment— is where the latest version of the SpryPoint application is deployed and available to the intended users. o Staging Environment — an environment, used for testing, that mirrors the production environment as closely as possible. "Impact" — means the influence of an event on the organization or organization's customers. "Issue" — is a disruption to everyday operations that may or may not have significant consequences. Version:06262024 Exhibit C Service Level Agreement Page 2 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES "Lead"— means the party with final decision-making authority, accountability, and responsibility for task completion; this party needs to make sure the work gets done. "Outage" — means the total minutes the service is unavailable outside the scheduled maintenance window. "Response Time" — means the number of Support Hours in which a member of the SpryPoint team will respond to a new issue. "Resolution Target" — means the number of Business Hours in which an issue should be resolved following the identification of its root cause. "Update Frequency" — means the number of Support Hours in which the SpryPoint team will provide an update to an unresolved issue. "Scheduled Maintenance" means the total minutes of planned maintenance activities per month. Currently, scheduled maintenance is 4 hours for weekly maintenance and 4 hours for monthly maintenance. Maintenance windows are defined further in System Maintenance and are subject to change on 30 days' notice from SpryPoint. "Severity" — is used to understand the impact of an issue quickly and set priorities for resolution target and is measured by how severely the issue is affecting functionality. "Support Hours" — mean 8:00 a.m. — 8:00 p.m. Eastern Time, Monday— Friday (excluding holidays) "Support Request" — means a request to support the resolution of an issue when further assistance is needed from technical experts. "Tiers" — represents the complexity of the issue reported. "Total" — means the total minutes the service is available less those exceptions listed under Service Availability. 3. Scope of Service/Responsibilities 3.1. Ongoing Support and Subscription Services 3.1.1. Application Support The table below describes the application support functions provided in the service and the responsibility assignment of each item. Item Responsibility SpryPoint Client Provide Tier 1 help desk and application support such as, user Assist Lead password management Attempt to resolve Tier 1 issues using existing knowledge base Assist Lead Version:06262024 Exhibit C Service Level Agreement Page 3 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES Item Responsibility S r Point Client Maintain and update SpryPoint's knowledge base and other Lead N/A documentation Service Request Management Provide technical and functional troubleshooting for Tier 2 issues Lead Assist Work with Client to determine if an issue is for new system Lead Assist functionality(change) or requires assistance (bug) Provide a web-based system for issue tracking Lead N/A Work with Client to assign proper severity of issue based on Lead Assist definitions Provide issue tracking and reporting Lead N/A Work with client to resolve Tier 2 and Tier 3 issues Lead Assist Monitor, measure, and report on the status of Tier 2 and Tier 3 Lead Assist issues Resolve Tier 2 and Tier 3 issues Lead Assist Provide analysis of recurring issues and establish a resolution or Lead Assist work around for such issues. Work with Client in reporting and resolving unplanned outages of Lead Assist any component or environment. Provide root cause feedback for all Severity Level 1 issues Lead Assist Escalate issues as needed Lead Assist Promptly report outages and service interruptions Lead Assist Application Support Provide application support to the functional process owners Lead Assist Address functional issues and questions involving "how to" raised by Assist Lead end-users Work with departments to leverage software to streamline business Assist Lead processes Assist with system functionality and process flow questions for Assist Lead software and reports Provide functional support for first time processing of critical client Lead Assist business processes Focused functional process support i.e., end of yearprocessing) Assist Lead Maintain application releases of the current software in the Lead N/A production environment Assist in reporting product issues to software vendor support and Assist Lead obtaining resolution Provide availability management and support Lead N/A Provide maintenance and support for all integrations Lead Assist Provide maintenance and support for all reports Lead Assist Provide maintenance and support for all scheduled jobs Lead Assist Provide functional testing support Assist Lead Deploy required application software Lead N/A Provide post-deployment verification testing of required software Lead Assist Security Administration Provide a plication security maintenance and administration Lead N/A Conduct user access management and review Assist Lead Version:06262024 Exhibit C Service Level Agreement Page 4 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES Item Responsibility Spr Point Client Maintain and support firewall subsystem software components N/A Lead where applicable (e.g., patches and software upgrades) on Client hardware and software Monitor virus/security alerts and vulnerabilities from manufacturers Lead Assist and determine appropriate action per procedure 3.1.2. Operational Support The table below describes the operational support functions provided in the service and the responsibility assignment of each item. Item Responsibility SpryPoint Client Hosting Services Provide hosting services Lead N/A Provide for a replicated system architecture Lead N/A Provide disaster recovery services including system and data Lead N/A restoration Conduct periodic testing of the disaster recovery solution Lead N/A High availability and continuity of the service including load Lead N/A balancing to redirect traffic, multi-zone databases, auto-scaling instances based on application and processing load Provide for secure transmission of data being stored and/or archived Lead N/A Provide toll-free support line Lead N/A Provide hosting services Lead N/A Database Management Perform database administration Lead N/A Perform database monitoring Lead N/A Perform database tuning Lead N/A Perform database security Lead N/A Perform database procedures Lead N/A Perform scheduled maintenance procedures Lead N/A Perform database patching and updates/service packs Lead N/A Communicate patch and update impact analysis Lead N/A Perform database capacity planning Lead N/A Perform database refresh/clones Lead N/A Perform database backup and recovery Lead N/A Perform any data purging or archiving as required Lead N/A Release Management Assess impacts of new releases to the environment Lead Assist Perform Client-requested periodic refreshes of the non-production Lead Assist environments from the production environment up to twice per calendar month Perform application upgrades Lead Assist Perform maintenance pack installations Lead Assist Perform emergency release updates as needed. Lead Assist Version:06262024 Exhibit C Service Level Agreement Page 5 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES Item Responsibility S r Point Client Access Management Manage administrative user access to the environments Assist Lead Manage user access at the operating level Assist Lead Manage application users and their access to the various Assist Lead environments Performance Management Monitors stem performance Lead N/A Monitor application performance Lead N/A Monitor scheduled job performance Lead Assist Analyze performance related issues to identify factors impacting Lead Assist performance 3.1.3. Technology Infrastructure Services The table below describes the technology infrastructure functions provided in the services and the responsibility assignment of each item. Item Responsibility S r Point Client Review and resolve technical issues with the system Lead Assist Assist with system debugging and issue resolution Lead Assist Resolves stem technical issues with scheduled jobs and reports Lead Assist Answer technical questions for day-to-day maintenance Lead Assist Performs stem administration Lead Assist Provides stem monitoring and tuning Lead Assist Provides stem capacity lannin Lead Assist Provide storage capacity lannin Lead Assist Provide workload management and support Lead Assist Perform infrastructure maintenance and support Lead Assist Manage the testing of all application and system changes prior to Lead Assist applying to production Perform updates/service packs on application infrastructure Lead N/A Performs stem patching and updates/service packs (desktop) N/A Lead Provide change bundling analysis to reduce the frequency and Lead N/A length of time required to apply changes Provide a back-out plan for changes to the various environments Lead N/A Apply code patches for application software Lead N/A Implement minor technology updates Lead N/A Provide system maintenance scheduling and coordination Lead N/A Report system outages and service interruptions Lead Assist Provide infrastructure monitoring and alerting Lead N/A Provide set-up, maintenance, and support for the following environments: Production Lead N/A Staging Lead N/A Sandbox (where applicable) Lead N/A Version:06262024 Exhibit C Service Level Agreement Page 6 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES 3.2. Billable Services There will be instances where a client request is beyond the scope of the original contract. Any out-of-scope item is considered an enhancement or a change to the service and should be directed to our Customer Success team through regular support request options. Enhancement requests would include new functionality and features. Change requests would include changes to the services or responsibilities of the service. Examples of billable services that require a quote: • Requests for new reports • Requests for changes to current reports • New configuration/setup • Rate changes • Changes to bill print/template • Changes to forms or letters 3.3. Quote Process The client may request additional services or modifications to the application at any time. All Changes will be documented and approved, regardless of whether there is an associated cost for the change. Requests for changes should be made to SpryPoint's Customer Success Team. They will review the request and create a quote to include the following: • A description of the problem that needs to be solved or the issue to be addressed. • A description of the solution to the problem or issue to be addressed, including the use/business case and/or reason for the Change and suggested solution. • An estimated delivery time • If applicable, any fees/cost and expenses associated the Change. The Change process is defined below. The Change must be approved by both SpryPoint and the Client before any work related to a Change is completed. • Identify the requested Change • Identify and document the solution and scope of work associated with the Change requested Version:06262024 Exhibit C Service Level Agreement Page 7 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES • Estimate required effort, and any associated costs • Submit for review and approval by the Client and SpryPoint Management Team • If not approved, no changes are completed, and the Change request is canceled • If approved, SpryPoint will work with the client to schedule. • Monitor and report progress on the Change • Communicate the Change resolution 3.4. Rate Card Any billable services to the Service beyond go-live will be performed at the then prevailing rate as published by SpryPoint on an annual basis. Any enhancements will be implemented pursuant to the change control process as outlined in the Statement of Work. 4. Performance Measurement 4.1. Support Level Definitions and Responsible Parties Client agrees to follow escalation procedures and is responsible for Tier 1 support functions before new application or functionality related to SpryPoint services is enabled in production. 4.1.1. Client Responsibilities Tier Definition Descri ption/Exam pies 1 Support performed by Client, who shall be Provide application navigation tips responsible for addressing common user . Perform password resets or analyze questions and issues login issues • Answer questions regarding basic operation of the application • Gather information to escalate to Tier 2 support (Continued on next page) Version:06262024 Exhibit C Service Level Agreement Page 8 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES 4.1.2. SpryPoint Responsibilities Tier Definition Description/Exam pies 1 Support performed by Client, who shall be Maintain documentation to enable Client to responsible for addressing common user resolve most Tier 1 support issues without questions and issues requiring escalation to specialized application support. 2 In-depth technical support performed by Provide Tier 2 support for all SpryPoint SpryPoint to address issues outside the scope applications which includes: of Tier 1 issues. Advanced technical and system administration responsibilities which SpryPoint's experienced team are available may require application log, database to: access, or other code-related • Assess issues troubleshooting • Provide solutions Clearly defined points-of-contact, • Resolve issues available to receive and appropriately • Create new features respond to issues from Tier 1 support • Advice and assistance for the applications and non-programming activities in direct support of users • Advise Client personnel of estimated time to resolve an issue after root cause diagnosis • Provide status updates during issue resolution • Escalate Tier 2 support issues to Tier 3 support at our sole discretion 3 A level of product and service support Provide Tier 3 support for all SpryPoint provided by SpryPoint resources (such as applications which includes: product managers or product team) 0 Data fixes • Code-related troubleshooting • Bug fixes 4.2. Issue Reporting The Client shall designate one or more power users to request and receive support services from SpryPoint. These users must be trained on the SpryPoint applications for which they initiate support requests. To report an issue, submit a support request by: • Support widget (must be enabled in-app) • SpryPoint Helpdesk Portal - support.sprypoint.com • E-mail — support@sprypoint.com • Phone - 855.TRY.SPRY Version:06262024 Exhibit C Service Level Agreement Page 9 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES Issue reporting shall be available twenty-four (24) hours a day, seven (7) days a week, and 365 days a year. Before reporting an issue, Client's personnel must collect as much of the following information as possible: Criteria Descri tion/Examples Date and Time When did the issue start Product/Function Spr CIS— Meter Reading General Description Describe the issue you are experiencing as well as the expected results Replication How to replicate the issue Severity Per the severity levels defined in this document Operating System iOS, Android, Windows, MacOS Device Pad, Chromebook, Microsoft Surface, MacBook Browser Chrome, Safari, Edge, Firefox Screenshots Screenshots of the error will help with troubleshooting Support requests are submitted to report issues. SpryPoint's Customer Success Team will address tickets according to the Severity Level. The SpryPoint team will determine the cause of the issue and begin the process for correction and/or remediation. Some possible causes of an issue to be reported are: Bug — an error, flaw, or fault in the application that causes an incorrect or unexpected result or behavior. Configuration Request — a change or update to the behavior of an application through a setting in the user interface. New Feature Request— an update to the application to provide new functionality or a new feature. Training Issue/Question — Client does not understand how or why something is behaving the way it is or needs to understand options to change the base behavior. Performance/Service Issue — generally a high priority, high severity item that includes outages, downtime, and other issues affecting the usability of SpryPoint applications. 4.3. Issue Prioritization, Definitions, Responsible Parties, and Targets Severity Example Response Resolution Update Level Target Target Fre uenc 1 Client's business is not operational due 1 hour 4 hours 1 hour Urgent to significant performance issues or outage, creating a substantial impact Version:06262024 Exhibit C Service Level Agreement Page 10 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES Severity Example Response Resolution Update Level Target Target Frequent financially or by the number of customers affected. Critical business function(s) cannot be performed and/or a key component is unavailable or is non-functional. There is no immediate work around. Urgent issues have top priority until resolved Examples of Severity 1 issues include: • System is unavailable (outage) • Unable to perform a key function such as calculation of bills or billing process • A key function is malfunctioning, creating a severe financial/customer impact • Any event that impacts more than 20% of the customer base • Severity Level 1 issues are subject to an Issue Post-mortem by SpryPoint 2 Client's business is operational but the 2 hours 16 hours 4 hours Critical ability to perform business functions is severely impacted, A critical business function or functions are partially operational or operating by use of a workaround only sustainable for a short period of time. A critical business function or functions is operating at limited capacity or has a defect which creates errors or atypical results to customer records, transactions, or financials. Examples of Severity 2 issues include: • 10%-20% of the customer base are affected by bills which are calculating or rendering incorrectly • Response times on transactions or screens are 3 times the normal response times (response times must be tracked at go-live for benchmark) • Processes take 3 times as long to complete or error out (response times must be tracked at go-live for benchmark) Version:06262024 Exhibit C Service Level Agreement Page 11 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES Severity Example Response Resolution Update Level Target Target Fre uenc 3 The service is experiencing an issue that 4 hours 160 hours 40 hours Restricted can be worked around but is impacting Use client's efficient use of the service. The business is operational but with reduced efficiency. Examples of Severity 3 issues include: • Single account issue • Business function has a slight restriction of function of non- critical nature • A work around is required to maintain normal operations • Non-performance impacting defect 4 The service is fully functional but may 8 hours 200 hours Upon Not contain a cosmetic flaw, or misspelling. resolution Urgent There is no operational, financial, or customer impact. Examples of Severity 4 issues include: • A button is out of alignment on the user interface • Question regarding configuration or functionality • General inquiries 5 Enhancement request 16 hours As defined in As defined in "Quote "Quote Process" Process" section 3.3 section 3.3 4.4. Triage Based on the severity level of the support request, Client can expect a response from the SpryPoint Customer Success Team as indicated in the table above. During this initial contact, the team has several objectives: 1. Confirm and/or clarify our understanding of the support request. Adjust reported severity level if necessary. 2. Document the use case where the issue occurs. 3. Establish a resolution plan and provide an estimated resolution time if possible. 4. If an estimated resolution time cannot be provided during the initial contact, Client will be provided with an estimate on the timeframe. Version:06262024 Exhibit C Service Level Agreement Page 12 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES 5. If the support request is Level 5 (enhancement request), Client will be contacted to discuss the use case and scope of the enhancement. An enhancement specification and quotation will be delivered. 4.5. Resolution Issue Resolution indicates that the issue has been addressed and resolved, pending confirmation from Client's power user. If for any reason Client is not satisfied with the resolution, Client may request the issue to be re-opened. 4.6. Service Maintenance The primary contact for the ongoing maintenance and support of the application is SpryPoint's Customer Success team. Although rare, SpryPoint may, at its discretion, schedule a system maintenance window, during which time normal production services may not be available. Planned system maintenance windows are mutually agreed upon with the Client. Whenever possible, SpryPoint will plan Scheduled Maintenance to coincide with Client's IT system maintenance windows and outside the hours of 8:00 a.m. and 4:00 p.m. Eastern Standard Time. There may be some instances where updates are required immediately or within a short timeframe to maintain the integrity or functionality of SpryPoint applications. In such cases, SpryPoint will notify Client's designated contact of unplanned system maintenance and work with Client to deploy the necessary changes during the earliest, mutually favorable time. SpryPoint will promptly notify Client's designated contact of any downtime and provide confirmation once full functionality is restored. In extraordinary circumstances, it may be necessary to take the system offline or otherwise prevent access to applications. This would be the result of an exceptional situation (i.e., a zero-day vulnerability) where SpryPoint would take preventive action to mitigate any potential adverse impact to our clients 4.7. Device and Operating System Support • SpryPoint shall use commercially reasonable efforts to identify a root cause and provide technical solutions therein for any reported bugs, defects, issues, etc., provided that the Software or Services are not otherwise impaired at the start of the then-current Service Term and has been properly maintained by Client in accordance with SpryPoint's policies. SpryPoint is not required to support its applications in the following circumstances: hardware that is no longer supported by its manufacturer. (e.g., iPhone 3G, Samsung Galaxy S Captivate) • Operating systems or versions of operating systems which are no longer supported or updated by their authors (e.g., Apple, Google, Microsoft, etc.). Version:06262024 Exhibit C Service Level Agreement Page 13 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES • Errors that are a result of product misuse, negligence, or improper utilization of any or all part of the Software or Services. • Issues that are a result of electrical failure, internet connections problems, and all data issues deemed to be under Client's exclusive control and responsibility including but not limited to: data input and output are outside the scope of this service level agreement. Maintenance for unsupported operating systems and/or hardware may be available to clients at an additional charge. 4.8. Issue port-mortem process The issue post-mortem process at SpryPoint includes the following: Action Objective Summary of what happened Which services and customers were affected? • How long and severe was the issue? • Who was involved in the response? • How was the issue resolved? Root cause analysis What were the origins of failure? • Why do we think this happened? Steps taken to diagnose, What actions were taken? assess, and resolve Which were effective? • Which were detrimental? Timeline of significant Centralize key activities from monitoring tools, ticket management, activity issue details as well as internal and external communications. Learning and next steps What went well? • What did not go well? • How do we prevent this issue from happening again? Summarize findings Circulate summary to affected clients upon request. 4.9. Support Hours SpryPoint business hours are from 8:00 a.m. to 4:00 p.m. Eastern Time, Monday through Friday (excluding holidays). Support is available from 8:00 a.m. - 8:00 p.m., Eastern Time, Monday through Friday (excluding holidays). After-hours, on-call support is available when requested. This provides extra support when migrating, updating, or upgrading integrated line of business applications. After- hours, on-call support rates will be in accordance with the current Rate Card (Section 3.3). Version:06262024 Exhibit C Service Level Agreement Page 14 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES 4.10. Holidays Response to requests other than Severity Level 1 may be delayed up to 24 hours during holidays observed by SpryPoint as outlined below: Holiday Date on or around New Year's Day* January 1 Provincial Holiday Third Monday in February Good Friday Late March/Early April Victoria Day Third Monday in May Canada Day* July 1 Civic Holiday First Monday in August Labour Day First Monday in September National Day of Truth and Reconciliation September 30 Thanksgiving Canadian Second Monday in October Remembrance Day* November 11 Christmas Day* December 25 Boxing Day* December 26 *If holiday falls on a weekend, it will be observed the following Monday. 5. Service Level Agreements Service Level Agreements (SLAs) provide clarity around the commitments to deliver the Service and set expectations for both parties relative to the Client's business and the impact/role of the Service within the Client's business. 5.1. Exclusions, Exceptions and Limitations This does not apply to any Service performance issues caused by factors; (i) outside of SpryPoint's reasonable control, including any force majeure event or Internet access or related issues beyond the demarcation point of SpryPoint; (ii) that result from Client's equipment software or other technology such as metering technology, payment and data processing services, networking technology and/or third-party equipment, software, integration services or other technology (other than third party equipment within our direct control); (iii) that result from any scheduled maintenance as provided for pursuant to this Agreement; or (iv) arising from SpryPoint's suspension and termination of Customer's right to use Software. 5.2. Service Availability SpryPoint will use commercially reasonable efforts to make our Services available with an uptime percentage of at least 99.5% within a given calendar month. Version:06262024 Exhibit C Service Level Agreement Page 15 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES 5.3. Service Credits In the event of a failure by SpryPoint to meet the Service Availability and Issue Resolution Targets as defined in this SLA, as the Client's sole and exclusive remedy, at Client's request, SpryPoint will provide Service Credits in accordance with the following: 1. First month of missed service availability or issue resolution target, SpryPoint and Client will meet to discuss possible corrective actions 2. Second consecutive month: 10% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 3. Third consecutive month: 20% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 4. Fourth consecutive month: 30% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 5. Fifth consecutive month: 40% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 6. Sixth consecutive month: 50% of the Subscription Fee paid for the applicable month of the affected SpryPoint application 7. More than six consecutive months: Within thirty (30) days of such failure Client shall have the option to terminate the entire Agreement and upon termination Client shall receive a refund of all prepaid subscription fees that are unearned as of the date such termination becomes effective 8. Service Credits shall be deducted from subsequent invoices for Subscription Fees, or upon the termination or expiration of the Agreement the Service Credits would be paid directly to the Client 6. Periodic Service Reviews 6.1. Periodic Review of Open Tickets and Outstanding Issues Such reviews are offered by SpryPoint upon client request and may be held either monthly or quarterly as agreed by both parties. Reviews are led by a member of the SpryPoint Customer Success Team and commonly include: • Discussion and review of open or recently closed tickets • Discussion and review of recent or forthcoming product releases 6.2. Periodic Review of Service Level Agreement Performance Such reviews will be held annually (or on a periodic basis as agreed by both parties). Either party may request the review. The review will be led by the Manager of Customer Success and shall include: Version:06262024 Exhibit C Service Level Agreement Page 16 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES • Discussion and resolution of any issues that may arise under an SLA • Service delivery since last review • Major deviations from service targets • Negotiate proposed changes to the SLA • Resolve concerns about service delivery • Discuss any staffing changes for SpryPoint or Client The review mechanism shall include an escalation procedure under which any unresolved issues are escalated for immediate resolution. Disagreements shall initially be handled by means of the following escalation provision. 6.3. Escalation In the unlikely event that a customer needs to escalate an issue beyond the Customer Success Analyst in charge, the following is the path of that escalation: CEO Chief Customer Officer Customer Success Mana er Senior Success Analyst Success Anal st If the Client is unable to get appropriate support from the assigned support analyst or senior support analyst, the client may escalate first to Shelley MacLeod, Manager of Customer Success and then to Chris Scalia, Chief Customer Officer. Contact information for the Customer Success Management Team: Shelley MacLeod Customer Success Manager Successsmacleod(D-sprypoint.com Version:06262024 Exhibit C Service Level Agreement Page 17 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES Office: 902.510.1770 Mobile: 902.213.0950 Chris Scalia, CCO Chief Customer Officer cscalia sprypoint.com Office: (877) 879-7779 ext. 897 Mobile: (617) 290-7170 7. Release Management We provide application releases on a two-week interval. The Customer Success Team works with the Product Management team to create and distribute Release Notes to our clients. Our releases typically include new features and functionality as well as bug fixes. Product Releases: • Release Notes are sent to the primary contacts in the organization. However, anyone can be added to the distribution list. • Release Notes will be provided before deployment to your production environment. • Releases are deployed after standard business hours and live in the system the next business day. • New features and functions are disabled by default when deployed. • Customer Success is available to assist your team in determining if enabling a new feature is right for your organization. Version:06262024 Exhibit C Service Level Agreement Page 18 of 18 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES Exhibit D — Insurance Coverage SpryPoint will maintain during the entire Term of this Agreement, at its own expense, the insurance coverage below which meets or exceeds the coverages and limits as specified in the Client's requirements. Insurance coverage for this agreement will be at a minimum as follows: 1. COMMERCIAL GENERAL LIABILITY INSURANCE SpryPoint shall maintain Commercial General Liability Insurance as follows: a. $3,000,000 Each Occurrence b. $6,000,000 General Aggregate c. $3,000,000 Personal and Advertising Injury d. $2,000,000 Products/Completed Operations Aggregate e. $2,000,000 Non-Owned Automobile 2. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE SpryPoint shall maintain Commercial Automobile Liability Insurance (if applicable) as follows: a. $2,000,000 Each Occurrence b. $2,000,000 Annual Aggregate 3. ERRORS AND OMISSIONS AND CYBER INSURANCE SpryPoint shall maintain Errors and Omissions and Cyber Insurance as follows: a. $3,000,000 Per Claim 4. WORKERS' COMPENSATION SpryPoint shall maintain Workers Compensation Insurance through the Workers Compensation Board of Prince Edward Island (WCBPEI). The Workers Compensation Board (WCBPEI) is a Provincial Government Organization that is responsible for all Workers Compensation related incidents for employees of companies based on Prince Edward Island. As an employer based in Prince Edward Island, SpryPoint is legally required to maintain Workers Compensation insurance through WCBPEI. If there is a workplace incident related to SpryPoint employees, coverage is provided by the WCBPEI regardless of the location. Upon written request, SpryPoint will provide Client with a copy of the Workers Compensation Clearance letter issued by WCBPEI which confirms SpryPoint's coverage and that our account is in good standing. For SpryPoint's US employees,the Company will carry Workers'Compensation Insurance and Employers' Liability Insurance in the minimum amount of One Million Dollars (US $1,000,000) each employee by accident, One Million Dollars (US $1,000,000) each employee by disease, Version:06072024 Exhibit D Insurance Coverage Page 1 of 2 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES and One Million Dollars (US $1,000,000) aggregate by disease with benefits afforded under the laws of the state or country in which the services are to be performed. 5. ADDITIONAL INSURANCE RELATED PROVISIONS a. SUBCONTRACTORS. SpryPoint agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by SpryPoint, provide the same minimum insurance coverage required of SpryPoint, except as with respect to limits. SpryPoint agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. b. EVIDENCE OF COVERAGE. Prior to the commencement of any Services under this Agreement, SpryPoint shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage as indicated in this Agreement. Such insurance coverage shall be maintained with insurers and under forms of policies as described in this Agreement. Upon written request, SpryPoint will provide Client all certificates, as applicable, related to the insurance coverage described herein. Version:06072024 Exhibit D Insurance Coverage Page 2 of 2 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES SpryPoint Services, Inc. Exhibit E - Data Processing Exhibit This Data Processing Exhibit ("DPE") forms a part of and is subject to the SpryPoint Master Subscription Agreement ("Agreement"), applicable Pricing Schedule or Statement of Work or other written subscription agreement (together with any attachments issued thereunder, the "Agreement") between SpryPoint Services Inc. ("SpryPoint") and the Party identified as the "Client" in the Agreement, where Client is using SpryPoint's Software and Services. This DPE reflects the Parties' agreement with regards to the applicable Privacy/Data Protection Laws and governs the data processing related obligations of SpryPoint and Client for any applicable Subscription or Statement of Work involving the processing of Client's Personal Information. In the event of any inconsistency or conflict between this DPE and the Agreement, the terms and conditions of the DPE shall prevail. In delivering the Software or Services under the Agreement, SpryPoint may Process Personal Information/ Personal Data as a Data Processor on behalf of Client, which is the data controller. It is hereby agreed as follows: 1. Definitions Unless otherwise defined below, all capitalized terms have the meaning given to them in the applicable Agreement and/or exhibits thereto. a. "Covered Data" means: i. Client Data; ii. Technical Services Data; and iii. any other electronic data or information submitted by or on behalf of Client to a Covered Service. b. "Covered Service" means: i. any Service provided that specifically refers to this DPE; and/or, ii. any Technical Services. c. "Data Controller" means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data. d. "Data Processor" means the entity which Processes Personal Data on behalf of the Data Controller. Verson:06252024 Exhibit E Data Processing Exhibit Page 1 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES e. "Data Protection Laws" means all data protection laws applicable to the Processing of Personal Data under this DPE, including local, state, national and/or foreign laws, treaties, and/or regulations. f. "Data Subject" means the person to whom the Personal Data relates. g. "Personal Data" means any Covered Data that relates to an identified or identifiable natural person. h. "Personal Data Breach" means: i. a `personal data breach' or ii. any Security Breach affecting Personal Data. i. "Processing" or "Process" means any operation or set of operations performed on Personal Data or sets of Personal Data, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining, restricting, erasing or destroying. j. "Subprocessor" means a SpryPoint Affiliate or third-party entity engaged by SpryPoint or a SpryPoint Affiliate as a Data Processor under this DPE. k. "Subprocessor List" means the list identifying the Subprocessors that are authorized to Process Personal Data for the relevant Covered Service. 2. Subject and Scope a. Scope and Role of the Parties. This DPE applies to the Processing of Personal Data by SpryPoint to provide the Covered Service. For the purposes of this DPE, Client and its Affiliates are the Data Controller(s) and SpryPoint is the Data Processor. SpryPoint shall Process Personal Information/ Personal Data under the Agreement(s) only as a processor acting on behalf of Client where Client is the Data Controller, SpryPoint agrees that it will Process Personal Information/ Personal Data for the sole purpose of providing the Services as described in the Agreement(s). b. Purpose. Client discloses Personal Information/ Personal Data to SpryPoint solely for: i. a valid business purpose; and ii. SpryPoint to perform the Services. Verson:06252024 Exhibit E Data Processing Exhibit Page 2 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPeint SMART SOLUTIONS FOR SMART UTILITIES c. Instructions for Processing. SpryPoint shall Process Personal Data in accordance with Client's documented instructions. Client instructs SpryPoint to Process Personal Data to provide the Covered Service in accordance with the Agreement (including this DPE). Client may provide additional instructions to SpryPoint to Process Personal Data, however SpryPoint shall be obligated to perform such additional instructions only if they are consistent with the terms and scope of the Agreement and this DPE. d. Prohibitions. SpryPoint is prohibited from: (i) selling Personal Information/ Personal Data; (ii) retaining, using, or disclosing Personal Information/ Personal Data for a commercial purpose other than providing the Services; and (iii) retaining, using, or disclosing the Personal Information/ Personal Data outside of the Agreement between SpryPoint and Client. e. Warranty. Client warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give such instruction. f. Sole Responsibility. Client is solely responsible for obtaining all necessary consents, licenses and approvals for the collection and Processing of any Personal Information/ Personal Data. g. Compliance with Laws SpryPoint shall comply with all Data Protection Laws applicable to SpryPoint in its role as a Data Processor Processing Personal Data. For the avoidance of doubt, SpryPoint is not responsible for complying with Data Protection Laws applicable to Client or Client's industry such as those not generally applicable to online service providers. Client shall comply with all Data Protection Laws applicable to Client as a Data Controller and shall obtain all necessary consents, and provide all necessary notifications, to Data Subjects to enable SpryPoint to carry out lawfully the Processing contemplated by this DPE. Verson:06252024 Exhibit E Data Processing Exhibit Page 3 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES 3. Technical, Organizational and Security Measures a. Security Measures. SpryPoint implements and maintains appropriate technical and organizational measures to ensure a level of security appropriate to the risk. The parties agree that the security measures are appropriate to protect Personal Information/ Personal Data against a Personal Information/ Personal Data Security Incident, and that these measures ensure a level of security appropriate to the risks presented by the Processing and the nature of the Personal Information/ Personal Data to be protected having regard to the state of the art and the cost of their implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. b. Confidentiality. SpryPoint shall ensure that any person authorized to Process the Personal Information/ Personal Data is subject to a strict duty of confidentiality and that they Process the Personal Information/ Personal Data only for the purpose of delivering the Services under the Agreement to Client. c. SOC 2 Compliance. Upon request, SpryPoint can provide Client with a copy of its SOC 2 Type II report which attests to the controls at a service organization. SpryPoint may modify its Security Measures from time to time and at any time, provided, however, that it will not materially reduce the level of protection as provided in this DPE. d. Processing Terms. At all times that SpryPoint Processes, and/or has access to Personal Information/ Personal Data, SpryPoint shall (a) Process such Personal Information/ Personal Data only in accordance with Client's documented instructions (b) not Sell (as defined under California Consumer Privacy Act) Personal Information/ Personal Data, or retain, use, or disclose such Personal Information/ Personal Data (i) for any purpose other than for the specific purpose of performing the Services or (ii) outside the direct business relationship between Client and SpryPoint. Verson:06252024 Exhibit E Data Processing Exhibit Page 4 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES e. Acknowledgement. Acknowledging that Client (and not SpryPoint): (i) controls the nature and contents of Client Data (including any Personal Information/ Personal Data therein); and (ii) acts as its own system administrator and controls user access to Client Data (including any Personal Information/ Personal Data therein), Client represents and warrants that on the date of this DPE and during the Term: i. Client will collect and Process Personal Data has been in accordance with applicable Privacy/Data Protection Laws; ii. Client will take all steps necessary to ensure it achieves the foregoing, including without limitation by: 1. providing Data Subjects with appropriate privacy notices, 2. obtaining any required consent, and 3. ensuring that there is a lawful basis for contracted Processors to Process Personal Data. 4. Subprocessors a. Use of Subprocessors. Client hereby agrees and provides a general prior authorization that SpryPoint and SpryPoint Affiliates may engage Subprocessors. SpryPoint or the relevant SpryPoint Affiliate engaging a Subprocessor shall ensure that such Subprocessor has entered into a written agreement that is no less protective than this DPE. SpryPoint shall be liable for the acts and omissions of any Subprocessors to the same extent as if the acts or omissions were performed by SpryPoint. b. Notification of New Subprocessors. SpryPoint shall make available to Client a Subprocessor List and provide Client with a mechanism to obtain notice of any updates to the Subprocessor List. At least thirty (30) days prior to authorizing any new Subprocessor to Process Personal Data, SpryPoint shall provide notice to Client by updating the Subprocessor List. c. Approved SpryPoint's Sub-Processor List Verson:06252024 Exhibit E Data Processing Exhibit Page 5 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES Subprocessor Country Website Service Provided Amazon Web United States aws.amazon.com Cloud Service Infrastructure Freshdesk United States www.freshworks.com Customer Service Twilio United States www.twilio.com SMS Delivery Service Twilio Sendgrid United States www.twilio.com/sendgrid/email- Email Delivery a i Service Solarwinds United States www.papertrail.com Log Papertrail Management Service Raygun United States www.raygun.com Application Management Service 5. Rights of Data Subjects a. Assistance with Data Subject Requests. SpryPoint will, in a manner consistent with the functionality of the Covered Service and SpryPoint's role as a Data Processor, provide reasonable support to Client to enable Client to respond to Data Subject requests to exercise their rights under applicable Data Protection Laws ("Data Subject Requests"). b. Handling of Data Subject Requests. For the avoidance of doubt, Client is responsible for responding to Data Subject Requests. If SpryPoint receives a Data Subject Request or other complaint from a Data Subject regarding the Processing of Personal Data, SpryPoint will promptly forward such request or complaint to Client, provided the Data Subject has given sufficient information for SpryPoint to identify Client. c. Cooperation. To the extent SpryPoint is required under Privacy/Data Protection Laws, SpryPoint will assist Client to comply with Privacy/Data Protection Laws; in particular (i) SpryPoint will assist Client in responding to any request from a data subject exercising his or her rights under the Privacy/Data Protection Verson:06252024 Exhibit E Data Processing Exhibit Page 6 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES Laws; (ii) it will assist Client in responding to any request from regulatory or judicial bodies relating to the Processing of Personal Information/ Personal Data under the Agreement(s); (iii) it will promptly notify Client if its Processing of Personal Information/ Personal Data is likely to result in a high risk to the privacy rights of data subjects or is unable to comply with Client's instructions for any reason, (iv) and upon reasonable request, will assist Client to carry out data protection impact assessments. 6. SpryPoint Personnel SpryPoint shall require screening of its personnel who may have access to Personal Data and shall require such personnel (i) to Process Personal Data in accordance with Client's instructions as set forth in this DPE, (ii) to receive appropriate training on their responsibilities regarding the handling and safeguarding of Personal Data; and (iii) to be subject to confidentiality obligations which shall survive the termination of employment. 7. Personal Data Breach In the event SpryPoint becomes aware of a Personal Data Breach it shall without undue delay notify Client in accordance with the Security Breach provisions of the Master Subscription Agreement. To the extent Client requires additional information from SpryPoint to meet its Personal Data Breach notification obligations under applicable Data Protection Laws, SpryPoint shall provide reasonable assistance to provide such information to Client taking into account the nature of Processing and the information available to SpryPoint. 8. Security Program SpryPoint shall implement appropriate technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data as set forth in the Security Exhibit. If SpryPoint becomes aware of a security incident or has a reasonable suspicion of a Personal Information/ Personal Data breach in respect of the Personal Information/ Personal Data being Processed under the Agreement(s), it will inform Client without undue delay and will provide reasonable information and cooperation to Client so that Client can fulfill any Personal Verson:06252024 Exhibit E Data Processing Exhibit Page 7 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES Information/ Personal Data Security Incident reporting obligations it may have under the applicable Privacy/Data Protection Laws. SpryPoint will take reasonably necessary measures to remedy and mitigate the effects of the Security Incident as set forth in the Security Exhibit. 9. Audit SpryPoint will use external auditors to verify the adequacy of its security measures and controls for the Software and Services provided under the Agreement. The resulting audit will: (i) be performed according to AICPA SOC2 Type II standards or such other alternative standards that are substantially equivalent to AICPA SOC2 Type II; (ii) be performed by independent third-party security professionals at SpryPoint's selection and expense; and (iii) result in the generation of a SOC 2 Type II report ("Audit Report"), which will be SpryPoint's Confidential Information. The Audit Report can be made available to Client upon written request no more than annually subject to the confidentiality obligations of the Agreement or a mutually agreed non-disclosure agreement covering the Audit Report. For the avoidance of doubt, each Audit Report will only discuss Software and Services in existence at the time the Audit Report was issued. Client agrees that SpryPoint's then-current SOC 2 Type II audit reports will be used to satisfy any audit or inspection requests by or on behalf of Client. 10. Return and Deletion of Client Data and Personal Data Upon written request by Client made prior to or upon any expiration or termination of this Agreement, SpryPoint will make Client Data available to Client through the Service solely to allow Client to retrieve Client Data for a period of up to a total of sixty (60) days after such expiration or termination (the "Retrieval Period"). After such Retrieval Period, SpryPoint will have no obligation to maintain or provide any Client Data and shall thereafter, unless legally prohibited, delete all Client Data by deleting Client's Tenant. provided, however, that SpryPoint will not be required to remove copies of the Client Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases SpryPoint will continue to protect the Client Data in accordance with this Agreement. Client Data will be made available in a SpryPoint-supported format mutually agreed upon between the parties (for example, CSV, delimited text or Verson:06252024 Exhibit E Data Processing Exhibit Page 8 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES Microsoft Excel). The foregoing deletion obligation will be subject to any retention obligations imposed on SpryPoint by Law. Additionally, during the Term of the Agreement, Clients may extract Client Data using SpryPoint's standard web services. Upon termination of the Covered Service, SpryPoint shall return and delete Personal Data in accordance with the relevant provisions of the Agreement. 11.General Provisions a. Client Affiliates. Client is responsible for coordinating all communication with SpryPoint on behalf of its Affiliates with regard to this DPE. Client represents that it is authorized to issue instructions as well as make and receive any communications or notifications in relation to this DPE on behalf of its Affiliates. b. Termination. The term of this DPE will end simultaneously and automatically at the later of: i. the termination of the Agreement; or ii. when all Personal Data is deleted from SpryPoint's systems. c. Conflict. This DPE is subject to the non-conflicting terms of the Agreement. With regard to the subject matter of this DPE, in the event of inconsistencies between the provisions of this DPE and the Agreement, the provisions of this DPE shall prevail with regard to the parties' data protection obligations. d. Client Affiliate Enforcement. Client's Affiliates may enforce the terms of this DPE directly against SpryPoint, subject to the following provisions: i. Client will bring any legal action, suit, claim or proceeding which that Affiliate would otherwise have if it were a party to the Agreement (each an "Affiliate Claim") directly against SpryPoint on behalf of such Affiliate, except where the Data Protection Laws to which the relevant Affiliate is subject require that the Affiliate itself bring or be party to such Affiliate Claim; and Verson:06252024 Exhibit E Data Processing Exhibit Page 9 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 SpryPoint SMART SOLUTIONS FOR SMART UTILITIES ii. for the purpose of any Affiliate Claim brought directly against SpryPoint by Client on behalf of such Affiliate in accordance with this Section, any losses suffered by the relevant Affiliate may be deemed to be losses suffered by Client. e. Remedies. Client's remedies (including those of its Affiliates)with respect to any breach by SpryPoint or its Affiliates of the terms of this DPE and the overall aggregate liability of SpryPoint and its Affiliates arising out of, or in connection with the Agreement (including this DPE) will be subject to any aggregate limitation of liability that has been agreed between the parties under the Agreement (the "Liability Cap"). For the avoidance of doubt, the parties intend and agree that the overall aggregate liability of SpryPoint and its Affiliates arising out of, or in connection with the Agreement (including this DPE) shall in no event exceed the Liability Cap. Verson:06252024 Exhibit E Data Processing Exhibit Page 10 of 10 Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Make the mark. City of Petaluma, CA I November 6, 2024 Proposal for Implementation Advisory Services Audit.Tax.Consulting. p ante moran Wealth Management. Plante Moran Proprietary&Confidential Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Plante&Moran,PLLC Plante Suite 600 8181 E.Tufts Avenue m o ra n Denver,CO 80237 Tel:303.740.94009400 Fax:303.740.9009 plantemoran.com November 6, 2024 Jessica Gooch and Linda Le City of Petaluma 11 English St. Petaluma,CA 94952 Dear Jessie and Linda: Thank you for the opportunity to advise the City team through the ERP selection project.In response to our discussion regarding implementation assistance,we understand that the City of Petaluma is interested in additional support services from Plante Moran during the upcoming implementation project.Plante Moran's government consulting team offers experience providing implementation assistance for similar government organizations implementing Workday and SpryPoint software.Some key benefits of continuing to work with the Plante Moran team on the ERP implementation project are as follows: • Understanding of the City's needs.Members of the proposed team have been deeply involved with the Plante Moran Difference. "While a local City's ERP selection project from the start.This government might do an ERP implementation allowed our team to foster a relationship with City staff and develop an understanding of the City's every I5 to 20 years,Plante Moran consultants are leading those projects every day.'...'When processes which will set the stage for a successful leaders from other cities ask me about Plante implementation and reduced duplicated efforts. Moran,Ialwaysrecommend them. They have • Recent client implementation experience.Plante a proven track record and offer support and Moran's 30+implementations in the last 4 years fresh perspective at every turn." position our team to leverage key lessons learned and share them with your team. - Rich Lee,Assistant City Manager,City of South San Francisco,CA&former • Plante Moran has cultivated a unique ability to Finance Director,City of San Mateo,CA serve governmental organizations.We have more than 65 years of service in the government sector and have more than 200 staff in our public sector practice. • Plante Moran has developed a strong understanding of best practices on over 30 years of enterprise system experience with governmental clients.We bring a breadth and depth of experiences supporting implementations and enabling our clients to optimize core business processes in a new ERP system. Our proposal further describes our implementation approach,proposed engagement team,and fee summary.We look forward to the opportunity to work further with you and the City of Petaluma.Once you have had the opportunity to review this proposal,please contact me or Brian Pesis to discuss next steps. Sincerely, Mike Riffel,Partner 312-602-3539 1 Mike.Riffel@plantemoran.com. Praxi ty�: MEMBER GLOBAL ALLIANCE OF INDEPENDENT FIRMS Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Implementation approach We understand the City would like assistance from Plante Moran to drive success and minimize risks associated with the ERP implementation project.We are proposing a comprehensive level of effort for the implementation that includes a suite of services including project management and subject matter expertise.Plante Moran would serve in a co-project manager role with the City's Project Manager to assist with the implementation of the selected ERP solution(Workday with SpryPoint).Our proposed team will also mentor the City's Project Manager on previously identified requirements as required,implementation lessons learned,best practices,and key considerations. Plante Moran proposes the creation of a project management office(PMO),with sponsorship,governance and critical decision making by the City and support from City staff,Workday,Strada(formerly known as Alight), SpryPoint,and others as needed,to direct all project management activities and oversee the completion of implementation objectives in each of the project phases.Plante Moran will be an integral part of the PMO and will advise the City on decision making,budget,approach,scope,risks,resourcing,and other project related matters. Our services includes a deep bench of team resources that will be pulled into the project as necessary,including the following activities that are outlined in more detail on the following pages: • Project management:During implementation,we will assist the City with a variety of project management assistance,including but not limited to:leading project management meetings, monitoring project timeline and budget,providing input in implementation sessions,monitoring tasks, issues,and action items,reporting to the project steering committee,ensuring vendor contract compliance,reviewing deliverables,reviewing change orders,and other tasks that arise during the implementation.During an implementation,there are other tasks where we can provide assistance based on the City's specific needs,such as managing the testing process,supporting data conversion, and other needs as identified during the project. • Subject matter expertise:As necessary,Plante Moran can bring in resources as needed to assist with topics that arise during implementation that require a deeper dive.This includes,but is not limited to, process and policy documentation(in Finance,Human Resources,and Utility Billing),chart of accounts guidance,internal controls,cybersecurity,and technical guidance.The City will work with Plante Moran's project manager to include these resources upon request during the appropriate implementation sessions and follow-up to ensure that the system is configured to suit best practices. Proposal to Provide Implementation Advisory Services Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Project Management Services During the implementation,we will provide project management guidance and support.The following summary activities are examples of the types of project management services Plante Moran team can provide the City during the various phases of an implementation.We will follow the project management principals below: INITIATIONEXECUTION AND • CONTROLLING 4, • Establish mutual • Perform implementation • Properly evaluate overall r_ understanding of project activities with efficiency project performance and E objectives and resources and discipline document lessons learned o to Provide framework to Monitor and evaluate for future projects a manage implementation overall project Establish a cycle of E performance continuous improvement Project Initiation and Implementation Planning As part of the initiation and planning phase of an implementation project,there are a number of project activities that will be performed to ensure that a solid foundation for moving forward has been established. We would work with the City and the solution providers(Strada,Workday, and SpryPoint)during the initiation and planning phase on the following activities: • Meet with the City and the solution providers for start-up activities. • Conclude on roles and responsibilities of all parties involved. • Conduct a project expectation alignment session with City staff. • Present to the City team on implementation lessons learned prior to the start of the implementation • Facilitate a risk management session with City staff and the solution providers. • Participate in up-front kick-off consulting sessions conducted by the solution providers. • Develop and implement appropriate tools for managing the project based on the unique needs of the City,such as: o Project charter,including project governance structure and roles and responsibilities o Project management plan,including risk and issue management o Project implementation plan and schedule o Staffing plan o Budget tracking tool Project Execution and Controlling Upon completion of the initiation and planning stages of each phase,the project will migrate to an execution and controlling phase in which the project tasks defined during the planning stage will be performed.In essence,this phase of the project is where most activities and time will be spent managing and controlling the project.During the implementation,we can support with the following activities: • Act as a member of the functional team providing team oversight and ensuring that existing business processes are challenged during implementing those module(s). • Maintain the project collaboration site and manage project artifacts. • Manage activities of the teams for all ERP implementation phases. • Help the City coordinate project resources. Proposal to Provide Implementation Advisory Services Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Participate in consulting sessions with the City and the solution providers. • Participate in project management meetings with the City and the solution providers. • Work with the solution providers to manage the project scope and schedule. • Monitor project timeline progress as updated by the solution providers. • Work with team leads and steering committee members to stay on task. • Maintain and report on project risks,issues,action items,and decisions. • Participate in project steering committee meetings. • Provide written project status summaries to the project team,Steering Committee,and sponsor. • Escalate issues to vendor leadership as necessary,so the City can maintain its relationship with vendors • Work with the City and the solution providers to manage the project budget. • Review project change orders. • Monitor compliance to the negotiated contract. • Provide recommendations for acceptance/conditional acceptance/non-acceptance to the City • Provide acceptance testing guidance and assist with test plan. • Review and manage the go-live check/punch list Project Closing and Post Implementation Support Upon completion of the executing and controlling phases of the project,the project will transition to a project closing and transition to support phase in which much of the time will be spent on resolving go-live issues and transitioning from an implementation to an on-going operational state of the system.During the project closing phase,we will help with the following activities: • Identify post-implementation team activities that still require resolution. • Ensure proper documentation is provided to administrators,power users,and end users. • Define post go-live support requirements both on-site and offsite. • Develop a transition plan and approach from the vendors to the City. • Work with the City to develop and document on-going system support procedures. • Determine who will maintain issues log for each of the teams and at a PMO level. • Determine who will be monitoring error logs for the system on a regular basis. • Finalize the ongoing support structure including roles and responsibilities. • Close-out all contracts. • Conduct a post-implementation debrief and document lessons learned Subject Matter Expertise Throughout the course of an implementation,the City can expect a wide variety of topics to arise.In an effort to assist with these areas,we have proposed a set budget for subject matter expertise to be utilized on an as- needed basis.This section describes potential projects,including but not limited to: • Finance subject matter expertise o Process and procedure documentation o Policy creation and documentation • Human Resources subject matter expertise o Process and procedure documentation o Policy creation and documentation Proposal to Provide Implementation Advisory Services Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 • Utility billing subject matter expertise o Process and procedure documentation o Policy creation and documentation • Internal controls and risk management o Internal controls review o Segregation of duties analysis • Cybersecurity o Server configuration review o Cloud environment security assessment o Review of maintenance and upgrades • Infrastructure and technical guidance o Review of technical environment o Assistance with changes to technical environment o Sourcing assistance • Data conversion and governance o Data governance assistance o Data conversion guidance o Data conversion execution o Data archiving/warehousing assistance o Analytics/reporting assistance • Interface development and application migration o Review of application portfolio and integration o Identification of integration points o Guidance on issues and best practices identified during integration development Proposal to Provide Implementation Advisory Services Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Project team The following table lists the key personnel for this project and a description of the role each will serve. Availability assumes a project start date of January 1, 2025. other staff may be assigned as needed. Project Staff Project Role Project Engagement Partner Mike Riffel Mike has overall responsibility for ensuring that all project tasks throughout the Partner entire project are completed within schedule and budget. He also will ensure that all project deliverables meet the required quality standards and be available for executive level discussions as needed. Project Director Brian will provide oversight of the project as a whole. His experience assisting Brian Pesis clients with ERP implementations(including Workday and SpryPoint)paired with Senior Manager his experience working with Petaluma will allow him to ensure the implementation progresses smoothly.Brian will regularly participate in Executive Steering Committee meetings. Project Manager Nina will collaborate with the City's Project Manager to facilitate execution of the Nina Rajcevic project workplan and schedule,while managing the Plante Moran project team.Her Manager experience working with Petaluma will allow her to better manage the project implementation workplan, day-to-day project activities and status meetings,and development of project deliverables. Project Management Consultant Adam Ben- Moche Adam will help with project management and support activities such as data Senior conversion,testing, and action item tracking. His experience working with Consultant Petaluma and deep understanding of business processes positions him as a strong consultant to support each phase of the implementation. Based on the unique needs the City identifies throughout the life of the project,we Additional will identify and utilize additional consultants on this project.This may include Consultants areas such as subject matter experts for Finance,Human Resources,Payroll,utility billing,internal controls and risk management,cybersecurity,infrastructure,or any other areas as required. Proposal to Provide Implementation Advisory Services Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Project fees As described above,we are pleased to offer the City the benefits of a Project Management Office(PMO)approach consisting of multiple staff from Plante Moran interacting with the vendor(s)and City staff.This approach offers significant benefits over the traditional"contract project manager"approach,including lower risk of staff turnover and the benefits of the expertise of multiple staff across the duration of the implementation effort.In addition,this approach allows for the right staff to be easily and economically drawn into the project as needed. This approach will provide for a consistent project management and subject matter expert presence throughout the entire course of the project. For this approach,Plante Moran proposes the not-to-exceed fee schedule for the proposed scope of services as detailed below.'The estimated implementation duration is twenty-four(24)months.Services can begin prior to the implementation start date if desired. Item Fees per .ccurrence 24-month fees Implementation assistance at.4 FTE2 $21,840 per month $524,160 Travel costs $3,000 per trip $60,000 for 20 trips �Otal Fees $584,16WW ' The not-to-exceed fee amount equals the fees based on the level of assistance in addition to the travel cost estimate. 2 This level of effort includes project management assistance and subject matter expertise. Proposal to Provide Implementation Advisory Services Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Project Fee Assumptions Our project fees are based on the following assumptions. Should these assumptions change,we would adjust our professional fees accordingly in consultation with the City. Project Resources and Governance 1. The City will assign a project manager that will work directly with Plante Moran staff. 2. Executive sponsorship represents all business areas and actively serves the needs of the project throughout its duration. 3. The City maintains an active Executive Steering Committee that meets throughout the project on a recurring basis. 4. City subject matter experts are available for scheduled implementation activities and complete their assigned activities on a timely basis. 5. Stakeholders scheduled to attend meetings are present and ready to fully participate. 6. A project management or governance structure is developed with the City's core team meeting on a regular basis to discuss project issues and manage change requests so their impact on schedule, resource commitments, costs, and quality can be determined. 7. Decisions are made among the appropriate City staff in a timely manner. 8. City staff are open to considering business process changes and are willing to share their experiences surrounding current process challenges and desires for the future state processes in addition to those presented by Plante Moran for consideration. Service Delivery 9. Plante Moran will deliver all services for all engagement phases in a hybrid manner,with key project activities performed on-site and the remainder performed remotely. 10. Travel expenses will be billed to the City at an all-inclusive rate of$3,000 per person per trip for a multi-day trip. For a one-day trip,the travel rate per person is $2,000. 11. All onsite work activity will be confirmed at least two weeks prior to the agreed upon travel date; any travel change costs incurred after such date will be expensed to the City at actual cost. This additional cost will be over and above the not-to-exceed fee amount. 12. The level of effort proposed assumes that the Plante Moran team is invited to implementation meetings and sessions with at least two weeks notice. Meetings scheduled with less notice may result in availability conflicts, although Plante Moran will make reasonable efforts to join. 13. Full-time equivalent(FTE)assumes a 52 week year and 40 hours per week. Compensation 14. We anticipate billing the City on a monthly basis for services rendered in the prior month. 15. In order to provide consistent staffing, Plante Moran will bill for implementation assistance monthly at the rates above. 16. If the City wishes to adjust the level of implementation assistance (e.g. 0.4 FTE to 0.5 FTE or vice-versa),the City shall provide Plante Moran 30 calendar days notice. Our rate will adjust proportionally. In this example, our monthly fees would adjust from$21,840 to $27,300 to move from.4 to .5 FTE.The minimum level of effort that can be utilized is 0.2 FTE. 17. The City can discontinue these services at any time,with at least 30 calendar days notice. If the City provides written notice of its intent to discontinue with its desired end date to the Project Proposal to Provide Implementation Advisory Services Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Manager, Project Director, and/or Engagement Partner, Plante Moran will proportionately invoice any remaining months of service and cease providing services as of that date. 18. In the event that the City's requested assistance exceeds the defined level of effort, Plante Moran will discuss with the City whether the City would like to take on more of the work or increase the level of effort on a one-time or ongoing basis. 19. Additional services will be invoiced to the City at a rate of$315/hour for the proposed 24 month period starting when the City initiates the services with Plante Moran.After this time frame, services will be invoiced at our then-current hourly rates. 20. Changes in the project schedule due to a variety of factors (e.g. City availability,vendor delays) will result in the number of months of assistance and/or level of assistance needing to be similarly adjusted. Proposal to Provide Implementation Advisory Services Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 We look forward to working with you. Please contact us with any questions. Mike Riffel Partner, Management Consulting 312-602-3539 11111VIW ik Mike.Riffel@plantemoran.com 990%* OF CLIENTS Brian Pesis Senior Manager, Management SAY TH EY Consulting 303-846-1260 Brian.Pesis@nlantemoran.com WOULD RECOMMEND PLANTE MORAN F10i im One of the top 20 largest CPA and consulting firms in the U.S. Docusign Envelope ID: ECC6B359-9A68-46EC-B352-653FA87244B3 Exhibit C HUMAN CAPITAL MANAGEMENT PROJECT MANAGEMENT SCOPE OF WORK With the HCM Team: Coordinate with Plante Moran; conduct daily team check ins; communicate regularly with the Director-Human Resources and Risk Management to share challenges, needed policy decisions, recommendations, and new information; ensure strong sense of team with employees working on the implementation; engage in project planning and ensure deliverable completion; participate in configuration and testing; and develop necessary training materials. With the Finance and HCM team: Coordinate to ensure consistency within various parts of Workday; collaborate with the Finance project lead; develop RACI (Responsible, Accountable, Consulted, and Informed) Matrix to clarify responsibilities for the project; and provide MOU interpretation for pay rules and processes. With the City Executive Steering Committee: Identify issues; make recommendations on needed policy decisions; highlight challenges as they arise, to avoid project delay; recommend streamlined business processes; and create process to update and lead change with the executive team. HCM Project Management Consultant Ms. Angela Nicholson, Principal Nicholson Strategies Services, LLC Length of Services: approximately the duration of the project of 66 weeks Cost: $250 per hour