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Agenda 02/28/2023 Item #16C 7 (Contract #22-8022 the Backflow Prevention Management Software)
16.C.7 02/28/2023 EXECUTIVE SUMMARY Recommendation to Award Request for Proposal #22-8022 "Backflow Prevention Management Software" to SpryPoint Services, Inc., and authorize the Chairman to execute the attached agreement. OBJECTIVE: To obtain approval for the purchase of software to maintain cross connection control devices within the Collier County Water -Sewer District in compliance with Florida Administrative Code 62.555. CONSIDERATIONS: Per Florida Administrative Code 62-555, cross connection control devices must be tested on an annual or biannual schedule and the test results provided to the State annually. The proposed software will allow the Water Division to remain in compliance with this requirement. The XC2 software the Water District currently utilizes is ending its availability as of December 31, 2022. On August 4, 2022, Procurement Services Division released notices of RFP #22-8022, Backflow Prevention Management Software. The County received seven proposals by the September 6, 2022 deadline. The solicitation required the contractors to submit references from three to five clients on projects of a similar size for which the company provided services similar in scope and complexity within the past five years. The Selection Committee convened on October 19, 2022, after review of the proposals and deliberation, the Committee scored the proposals and ranked the firms as shown below. The committee determined that oral presentations were not required. Company Name City State/Province Country Final Ranking Responsive/ Responsible SpryPoint Services Inc. Charlottetown Prince Edward Island Canada 1 YES/YES NJBSoft, LLC. Phoenix Arizona USA 2 YES/YES VEPO CrossConnex, LLC Astoria New York USA 3 YES/YES SwiftComply US OpCO, Inc. Pleasanton California USA 4 YES/YES Backflow Solutions, Inc. Alsip Illinois US 5 YES/YES Aquatic Informatics Inc. Vancouver British Columbia Canada 6 YES/YES Syncta North Andover Massachusetts USA N/A NO/NO Award is recommended to SpryPoint Services, Inc. and will be immediately effective upon BCC approval. SpryPoint Services, Inc. has been in operation since 2011 and would be a new vendor to Collier County. SpryPoint Services, Inc. currently services Bonita Springs Utilities who utilizes SpryMobile Field Service product. The attached Agreement provides for an initial five-year term, with one additional two-year renewal options. FISCAL IMPACT: The exact fiscal impact will depend on the number of cross connection devices installed over the life of the contract. Estimated first year costs total $108,000 which is comprised of $39,000 in initial implementation fees and subscription services of $69,000. Source of funding will be the Collier County Water District Operating Fund (408). GROWTH MANAGEMENT IMPACT: There are no Growth Management impacts associated with this action. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for approval. -RTT RECOMMENDATION: That the Board of County Commissioners, Ex-officio the Governing Board of the Collier County Water -Sewer District, approves award RFP #22-8022 `Backflow Prevention Management Software" to SpryPoint Services, Inc., and authorize the Chairman to sign the attached contract. Packet Pg. 779 16.C.7 02/28/2023 Prepared by: Pam Libby, Water Distribution Manager, Water Division ATTACHMENT(S) 1.22-8022 Solicitation (PDF) 2.22-8022 Final Ranking (PDF) 3.22-8022 NORA - Signed (PDF) 4. [linked]22-8022 SpryPoint Services Inc. - Proposal (PDF) 5.22-8022 COI- Sprypoint Solutions (PDF) 6. [linked]22-8022 Agreement_SprypointServices, Inc_VendorSigned (PDF) Packet Pg. 780 16.C.7 02/28/2023 COLLIER COUNTY Board of County Commissioners Item Number: 16.C.7 Doe ID: 24410 Item Summary: Recommendation to Award Request for Proposal #22-8022 "Backflow Prevention Management Software" to SpryPoint Services, Inc., and authorize the Chairman to execute the attached agreement. Meeting Date: 02/28/2023 Prepared by: Title: Manager - Distribution — Water Name: Pamela Libby 01/17/2023 11:52 AM Submitted by: Title: Plant Manager — Water Name: Howard Brogdon 01/17/2023 11:52 AM Approved By: Review: Procurement Services Ana Reynoso Level 1 Purchasing Gatekeeper Procurement Services Matthew Catoe Additional Reviewer Procurement Services Sandra Herrera Additional Reviewer Water Howard Brogdon Additional Reviewer Capital Project Planning, Impact Fees, and Program Management Gilbert Moncivaiz Corporate Compliance and Continuous Improvement Megan Gaillard Public Utilities Department Public Utilities Department County Attorney's Office Office of Management and Budget County Attorney's Office Office of Management and Budget County Manager's Office Board of County Commissioners Drew Cody Level 1 Division Reviewer George Yilmaz Level 2 Division Administrator Review Ronald Tomasko Level 2 Attorney of Record Review Debra Windsor Level 3 OMB Gatekeeper Review Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Laura Zautcke Additional Reviewer Dan Rodriguez Level 4 County Manager Review Geoffrey Willig Meeting Pending Completed 01/17/2023 1:14 PM Completed 01/17/2023 1:25 PM Completed 01/17/2023 4:26 PM Completed 01/18/2023 8:02 AM Additional Reviewer Completed 01/18/2023 5:28 PM Additional Reviewer Completed 02/03/2023 11:32 AM Completed 02/06/2023 9:32 AM Completed 02/06/2023 9:42 AM Completed 02/16/2023 8:16 AM Completed 02/16/2023 8:52 AM Completed 02/16/2023 9:01 AM Completed 02/17/2023 10:02 AM Completed 02/22/2023 11:13 AM 02/28/2023 9:00 AM Packet Pg. 781 16.C.7.a ;r CoNe,-rC014*1ty Procurement Services Division COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS REQUEST FOR PROPOSAL (RFP) FOR Backflow Prevention Management Software SOLICITATION NO.: 22-8022 MATTHEW CATOE, PROCUREMENT STRATEGIST PROCUREMENT SERVICES DIVISION 3295 TAMIAMI TRAIL EAST, BLDG C-2 NAPLES, FLORIDA 34112 TELEPHONE: (239) 252-6098 Matthew.Catoe@colliercountyfl.gov (Email) This solicitation document is prepared in a Microsoft Word format (Rev 8/7/2017). Any alterations to this document made by the Vendor may be grounds for rejection of proposal, cancellation of any subsequent award, or any other legal remedies available to the Collier County Government. Packet Pg. 782 16.C.7.a SOLICITATION PUBLIC NOTICE REQUEST FOR PROPOSAL (RFP) 22-8022 NUMBER: PROJECT TITLE: Backflow Prevention Management Software DUE DATE: September 6, 2022 at 3:00 PM PLACE OF RFP OPENING: PROCUREMENT SERVICES DIVISION 3295 TAMIAMI TRAIL EAST, BLDG C-2 NAPLES, FL 34112 All proposals shall be submitted online via the Collier County Procurement Services Division Online Bidding System: hiips://www.bidsync.com/bidsync-cas/ INTRODUCTION As requested by the Public Utilities Department (hereinafter, the "Department"), the Collier County Board of County Commissioners Procurement Services Division (hereinafter, "County") has issued this Request for Proposal (hereinafter, "RFP") with the intent of obtaining proposals from interested and qualified vendors in accordance with the terms, conditions and specifications stated or attached. The vendor, at a minimum, must achieve the requirements of the Specifications or Scope of Work stated. The purpose of this RFP is to secure a software company that can administer and track backflow device information and testing schedules, necessary to meet regulatory requirements as dictated by state and federal law. Historically, County departments have spent approximately $5,000.00 annually; however, this may not be indicative of future buying patterns and did not include the costs of the new system as the current one has been in place for over fifteen (15) years. BACKGROUND Collier County Public Utilities Department, Water Division monitors over 65,000 backflow devices throughout the County, which are increasing at a rate of 1,200 devices per year. The County's Water Division maintains the Cross Connection Control records for proper reporting to the Florida Department of Environmental Protection, per Rule 62-555.360 Cross -Connection Control for Public Water Systems. Currently, the County is utilizing XC2 Software, acquired by SwiftComply US OpCo, Inc. in 2019. SwiftComply announced in November 2021 the End of Life for their XC2 Software. The County desires to evaluate the current backflow prevention management software market and secure software and services with the company that proposes the best fit for Collier County. TERM OF CONTRACT The contract term, if an award(s) is/are made is intended to be for five (5) years with one (1) two (2) year renewal option. Prices shall remain firm for the initial term of this contract. Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. The County Manager, or designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty (180) days. The County Manager, or designee, shall give the Contractor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. All goods are FOB destination and must be suitably packed and prepared to secure the lowest transportation rates and to comply with all carrier regulations. Risk of loss of any goods sold hereunder shall transfer to the COUNTY at the time and place of delivery: provided that risk of loss prior to actual receipt of the goods by the COUNTY nonetheless remain with VENDOR. DETAILED SCOPE OF WORK The purpose of this RFP is to secure a software company that can administer and track backflow device information and testing schedules, necessary to meet regulatory requirements as dictated by the State of Florida and federal law. 1. Technical Specifications Software must be capable of tracking all cross -connection control devices, including all administrative functions required to maintain the County Compliance Program. c 0 0 Cn N N O N N �.i c d z c� a 2 Packet Pg. 783 16.C.7.a A. It is requested that the following items be tracked for each device to maintain compliance with the Exhibit A - Collier County Cross Connection Control Ordinance 97-33 and as amended. a) Serial Number b) Meter Number that the device is connected to. c) Size of the device, which should be provided in a drop -down option to select size. s d) County or Private Owner e) If Private Owner will include First and Last Name. f) Schedule Code — see below further explanation of this attitude. i g) Manufacturer of device, which should be provided in a drop -down option to select manufacturer. h) Type of device — i.e., reduced pressure zone device or double-check device, which should be provided in a drop -down s option to select type of device. i) Location — street address. i j) Owner Name, including First and Last Name. k) Owner Mailing address which shall include street address, city, country if not US, and zip code. s 0 1) Owner Phone Number — including area code. m) Management Company Name — some fire lines have a different company manage all of their locations. w n) Management Company Mailing Address - which shall include street address, city, country if not US, and zip code. o) Management Company Phone Number — including area code. a p) Original installation date — date is utilized to determine the next test due and shall include day, month, and year. = q) Test Company Name that performed any work on device. c r) Annual Test Reports with the following information with additional information on what shall be tracked on the test a reports outlined below. 2. Schedule Codes Schedule codes are assigned to each device in the system. The following is the list of schedule codes and how they are applied in the existing system. It is requested the software provide a way to incorporate the schedule codes for ease of migration from the existing software. B. Schedule Codes will be assigned by the person inputting the device into the system. The existing codes utilized and their meanings: a) FGoodland: Fire backflows that are located within the Goodland Water District boundaries. b) FAnnual: Fire backflows that are within the Collier County Water District boundaries annually. c) FBI: Fire backflows on residential connections that need to be tested every other year. d) FSB: Fire backflows that are connected to a school that are to be tested annually. e) FCC: Fire backflows that are owned by the County that are to be tested annually. f) CO1-Jan: Backflows that are connected to potable lines, servicing a commercial connection, and due for testing in January. g) CO1-Feb: Backflows that are connected to potable lines, servicing a commercial connection, and due for testing in February. h) CO1-March: Backflows that are connected to potable lines, servicing a commercial connection, and due for testing in March. i) CO1-April: Backflows that are connected to potable lines, servicing a commercial connection, and due for testing April j) CO1-May: Backflows that are connected to potable lines, servicing a commercial connection, and due for testing in May. k) CO1-June: Backflows that are connected to potable lines, servicing a commercial connection, and due for testing in June. 1) CO1-July: Backflows that are connected to potable lines, servicing a commercial connection, and due for testing July. m) CO1-August: Backflows that are connected to potable lines, servicing a commercial connection, and due for testing in August. n) CO1-September: Backflows that are connected to potable lines, servicing a commercial connection, and due for testing September. o) CO1-October: Backflows that are connected to potable lines, servicing a commercial connection, and due for testing in October. p) C01-November: Backflows that are connected to potable lines, servicing a commercial connection, and due for testing in November. q) C01-December: Backflows that are connected to potable lines, servicing a commercial connection, and due for testing in December. r) RESO1-January: Backflows that are connected to potable lines, serving a residential connection, and due for testing every other January. s) RES01-February: Backflows that are connected to potable lines, servicing a residential connection, and due for testing every other February. t) RESO1-March: Backflows that are connected to potable lines, servicing a residential connection, and due for testing every other March. c 0 .2 0 Cn N N O a? N N c a) E z U M a Packet Pg. 784 16.C.7.a u) RESO1-April: Backflows that are connected to potable lines, servicing a residential connection, and due for testing every other April. v) RESO1-May: Backflows that are connected to potable lines, servicing a residential connection, and due for testing every other May. w) RESO1-June: Backflows that are connected to potable lines, servicing a residential connection, and due for testing every = other June. d x) RESO1-July: Backflows that are connected to potable lines, servicing a residential connection, and due for testing every D other July. y) RESO1-August: Backflow that are connected to potable lines, servicing a residential connection, and due for testing M every other August. z) RESO1-September: Backflows that are connected to potable lines, servicing a residential connection, and due for testing o every other September. c aa) RESO1-October: Backflows that are connected to potable lines, servicing a residential connection, and due for testing m every other October. (L bb) RESO 1-November: Backflows that are connected to potable lines, servicing a residential connection, and due for testing 3 every other November. 0 cc) RESO1-December: Backflows that are connected to potable lines, servicing a residential connection, and due to testing every other December. ,„ System must be able to track all historical tests and repairs of each device. Records must be retrievable immediately for 10 years from the system. 3. System must be able to track cross -connection control testers. The following attributes are currently utilized and should be available at a minimum in the new system: A. Individual Tester Name, including First and Last Name. B. Company Name, if associated with a firm. C. Mailing Address of tester or firm which shall include street address, city, country if not US, and zip code. D. Office Phone Number, including area code. E. Cell Phone Number, including area code. F. Email Address. G. Fire Sprinkler business license for State of Florida. H. Backflow test license number. I. License Expiration Date including day, month, and year. J. Backflow test kit that will be associated with this tester. K. System must be able to accept a scanned copy of the Fire Sprinkler License and the cross -connection control tester license. 4. System must be able to track test kits. The following attributes are currently utilized and should be available at a minimum in the new system: A. Test Kit Serial Number. B. Original manufacturer date, including day, month, and year. C. Last Calibration date, including day, month, and year. D. Copy of the calibration test kit shall be able to be scanned into the system. E. Owner of device may be an individual, municipality, or company. F. Mailing of address of owner of the device, including street address, city, Country if not US, and zip code. 5. System must be at a minimum capable of accepting, processing, and evaluating cross -connection control test reports. Fields on the cross -connection control test report include: A. Address of device: Includes address and street only. B. Subdivision C. Customer Name: First and last name. D. Meter Number E. Type of assembly: Either DC or RPZ F. Location of assembly: Free form text field to allow a description of where on a property the device is located. G. Service Type: Fire Line, Temporary Connection, Residential, or Commercial are the categories to be listed. H. Serial Number of Device I. Manufacturer of the device J. Model of the device. K. Test Results for each of the components a. Check Valve #1 i. Leaked — check box ii. Closed Tight — check box iii. Gauge pressure across check valve psi — numeric iv. Cleaned only — check box c 0 0 W N N O 00 N N c d E z U W Q 4 Packet Pg. 785 16.C.7.a v. Replaced 1. Rubber Kit - check box 2. CV Assembly - check box 3. Disc - check box 4. O-Rings - check box 5. Seat - check box 6. Spring - check box 7. Stem/guide - check box 8. Retainer - check box 9. Lock Nuts - check box 10. Other: text field to allow for notes. 11. Gauge Pressure Across Check Valve psi - number b. Relief Valve i. Opened at psi: numeric field. ii. Did not open - check box iii. Leaked prior to test - check box iv. Cleaned only - check box v. Replaced 1. Rubber Kit - check box 2. CV Assembly - check box 3. Disc - check box 4. O-Rings - check box 5. Seat - check box 6. Spring - check box 7. Stem/guide - check box 8. Retainer - check box 9. Lock Nuts - check box 10. Other: text field to allow for notes. 11. Gauge Pressure Across Check Valve psi - numeric c. Check Valve #2 i. Leaked - check box ii. Closed Tight - check box iii. Gauge pressure across check in psi - fillable numeric number. iv. Cleaned Only - check box v. Replaced 1. Rubber Kit - check box 2. CV Assembly - check box 3. Disc - check box 4. O-Rings - check box 5. Seat - check box 6. Spring - check box 7. Stem/guide - check box 8. Retainer - check box 9. Lock Nuts - check box 10. Other: text field to allow for notes. 11. Gauge Pressure Across Check Valve psi - number d. Shut Off Valves L. Remarks: Free form text field to allow for input of information regarding the test. M. Test for: New Installation, Replacement of Device, or Existing Device are the choices. N. Tester Name: First and last name. O. Tester License Number P. Tester License Expiration Date: Day, month, and year. Q. Tester's Company: If applicable. R. Test Gauge Serial Number S. Test Gauge Expiration Date: Day, month, and year. T. Tester Signature: A place for an electronic signature. U. Date: Day, month, and year. 6. System must be capable of creating various automated notices for all privately owned fire lines. System will utilize the schedule code and the last test date to determine when a device requires a notice. The following are the types of notices required to be created by the system: A. First Notice - Produced by system two months before the device is due to for testing, which may be every year or every two years based on the schedule code. c 0 .2 0 M N N O 00 N N c d E z U M a Packet Pg. 786 affil Second Notice — Produced by system to inform customers they have until end of the month to complete the test requirea. E. Third Notice — Produced by the system to inform the customer that the device is out of compliance. Repair Required after a Failed Test Notice — Provided to owner after receipt of a failed test device. Requests the owner to repair and report passing test results within 30 days. Leaking Backflow Notice — Sent to Owner when a device is found to be leaking. Requests the owner to repair and reportCD = passing results within 30 days. 7. First, Second, and Third Notices will include the following information be populated into the Notices: A. Owner of the device, including first and last name. B. Date of the device is due for testing, including day, month, and year. C. Date of the last passing test was completed, including day, month, and year. D. Name of the person or company that last tested the device, including first and last name. E. Mailing information including street address, city, country if not US, and zip code. F. Assembly serial number that is due. G. Assembly size. H. Assembly service location, which will include street name and numbered address. I. In paragraph form an explanation of the testing requirement. J. Contact information for the County on how and where to submit the test report. K. List of approved testing contractors shall be an attachment to the letter and generated by the system. 8. Repair Required after Failed Test Notice: A. Owner of the device, including first and last name. B. Mailing information including street address, city, country if not US, and zip code. C. Serial Number of devices that requires repair. D. Size of the device. E. Assembly service location, which will include street name and numbered address. F. Date the device failed testing, including day, month, and year. G. Date report was submitted that showed the failure — this is utilized to track compliance with the Collier County Backflow Ordinance, including day, month, and year. 9. Repair required due to County finding device leaking Notice: A. Owner of the device, including first and last name. B. Mailing information including street address, city, country if not US, and zip code. C. Serial Number of devices that requires repair D. Assembly service location, which will include street name and numbered address. E. Date issue was found, including day, month, and year. F. Description of issue: drop -down menu of potential issues found. G. Date report that device is required to be repaired; including day, month, and year. 10. On -Line Submittal Test Reports from Customers The County is seeking a software solution that can provide for online test result submittals by County customers. There shall be no costs to the individual customer for use of this system per upload. The cost of this service shall be borne by the County and included in the price for the software, which should include all annual fees that will be expected future for this service. The system shall allow a customer to scan the test report into the system and receive a confirmation that the test report has been submitted. The system will hold the test in a suspension for review by the County prior to be added to the device's history. System that can provide a secondary notice to customer when test report is accepted shall be considered a beneficial enhancement. Collier County is working to adopt programs and practices that are environmentally sustainable. Part of this process is to develop and implement programs that significantly reduce unwarranted paper excess. As such, the County would like a method for the submittal of the test reports to be done online. Utilizing an online component, the County will be able to reduce paper waste, while garnering the added benefit of receiving the data in real-time. 11. Reports A. Standard Reports The system shall be capable of producing a range of standard reports. The reports can be preprogrammed or able to be developed by the individual user and then available for all users of the system. Example of reports that should be standard: 1. Number of devices in the system by schedule code. Report should be capable of producing a report showing either a single code or multiple codes that are selected by the user for the report. c 0 0 .2 0 W N N O N N C d E z U M a 6 Packet Pg. 787 16.C.7.a Certified Testers. Report should be capable of being produced by either all testers, testers in good standing only, or Testers not in good standing only. Test Kit Status. Report should be capable of being produced by either all test kits, kits in good standing, test kits due for calibration or test kits out of calibration only. Compliance Report Report that can show all devices and the status of testing for the period selected. this information is located in Exhibit B of the Request for Proposal. Report should include at a minimum: i. Test Due to this Period ii. Assemblies Tested iii. Passed Initial Test iv. Failed Initial Test v. Pass/Fail Ratio vi. New Installations vii. Replacements viii. Repairs ix. Removals A samplc of cxisting reports utilized with B. Ad -Hoc Reports System shall be capable of permitting the user to create, format, and print user -defined reports based on any data element contained in the database. 12. Hardware System must be offered or third -party hosted and may not require hardware or software installation on Collier County servers. 13. Technical Support The County requires that the proposer offer one full year of full technical support as part of its base RFP proposal. This technical support shall include, but not necessarily be limited to: A. Phone and email support with service technician/engineer during all normal administrative business hours, which shall be 8:00 a.m. to 5:00 p.m. Monday through Friday, excluding Holidays. B. Provision of diagnostics/repairs via remote control access to system hardware/software. Technical support when required, which after the first year will be paid time with compensation, included as part of the price list provided with the RFP submittal. The product upgrades, new releases, patches, etc. for year one (1) must be included in the proposer's base RFP. The product upgrades, new releases, patches, etc. through the initial contract term and renewals period should be included in the RFP proposal. 14. User Groups/Newsletters/Technical Bulletins Proposer shall immaliately include Collier County, after contract award, in all mailing lists to receive product newsletters, e-mail announcements, bulletins, or other technical matters concerning all software products offered. Collier County shall be given access rights to the web -based program of support upon contract award. 15. Installation, Testing, and Acceptance Once the Proposer receives a notice to proceed, they shall develop a detailed schedule of implementation of the solution with a first draft of the schedule provided to Collier County within thirty (30) days of receiving a purchase order. If applicable, contractor to have access to the Collier County Water Office during the software implementation and installation period. Throughout software installation, Collier County shall designate a local project manager to coordinate the vendor's local installation efforts. All contact with the County regarding project matters, site visits, project schedule, training, etc. shall be coordinated through this project manager. 16. Installation The proposer's implementation schedule shall document major milestones during the development, customization, and installation phases of the project. Upon completion of the installation phase, the vendor shall notify the County in writing, of the readiness of the system installation for testing. The vendor may stage installation to best ensure compatibility of all integrated scheduling products. The proposer will maintain an Action Item List (AIL), with each item numbered and indicating the date generated, item description, assigned person, date resolved, and ongoing notes on resolution. A proposed timeframe from notice -to -proceed through testing, debugging, and "live" operation should be developed as an integral part of this proposal. The Implementation Plan shall incorporate a transition process from the current technology. The implementation plan must c 0 0 0 Cn N N O N N c d E z U M a 7 Packet Pg. 788 16.C.7.a clearly state the roles and responsibilities and the scheduling an integrated technology solution. The software and ancillary equipment furnished hereunder must be tested, debugged, operating "live" and fully functional within twelve (12) months from Notice to Proceed. 17. Testing Upon notification that the system is ready for testing; the County and the vendor will schedule a date(s) for performance testing Testing shall commence when notified by the vendor that the software is ready for testing. A. Representation - Proposer shall have the Project Manager and/or a duly qualified software engineer during the initial testing phase of all software products. B. Testing Period.- Collier County shall operate the system in test mode for a minimum of two weeks, up to a maximum of thirty (30) days, during the testing period. During this time, Collier County shall compile a list of issues, bugs, software glitches, etc., that shall be the responsibility of the vendor to correct during an additional 30-day period. C. Errors. Corrections, and Fixes - If, after testing, software does not perform to specifications or vendor representations, vendor shall be given thirty (30) days after notification of the problem to remedy the issue. D. Final Testing - Upon satisfactory fix of all software bugs, integration problems, etc., Collier County will again commence a final testing period to verify that the vendor has addressed the identified problems. 18. Acceptance After final testing is completed to the satisfaction of the County, the County will issue a letter of acceptance to the vendor. 19. Training A. General - Vendor shall be required to train all staff to proficiency in all software products provided. Training may be conducted on -site at Public Utilities Operations Center located at 4425 Progress Avenue, Naples, Florida or via Zoom or similar platform. All training schedules shall be coordinated with Collier County project manager. Proposers to provide a detailed schedule and course outline for the necessary training of the cooperative County personnel on the proposed system software. Proposers should assume ten (10) individuals will participate in training. This section of the proposal should identify the training course content, the number of courses required, and type of training (classroom, hands-on, etc.) that will be provided, the length of the training session, etc. Proposers to indicate when the training should be provided in the context of the overall implementation schedule provided in the implementation plan. Qualifications of the staff providing the training should be listed. B. Training Program - Vendor shall be required to provide training for all software products provided. Training may be a combination of classroom and "hands-on" training for all software products provided. Training content and duration shall be stated specifically in the proposer's written offer in response to this procurement. Vendor shall provide a training module for future employees who weren't part of the original training session. Vendor shall provide a fully functioning training environment to replicate the live environment for training and testing purposes. C. Computer Hardware for Training - It shall be the responsibility of Collier County to provide the computers necessary for the selected vendor to provide all "hands-on" modules of software training. D. Training on Ancillary Software - If the complete system offered by the vendor relies on third -party software, it shall be the responsibility of the vendor to provide training, in structure and content, on that software equal to that provided for its products. See the minimum training requirements. E. If the proposer offers training classes, refresher courses, or sponsors organized user group meetings, such support shall be 4 listed in the vendor's proposal. c 0 20. Work Elements to be Provided/Performed by Collier County The County understands that during the performance and execution of any contract arising from this procurement, certain support may be provided to the selected vendor, including, but not necessarily limited to provision of. (1) data, information, and other material o needed to populate software system databases, etc.; (2) workspace for the vendor's employees and contractors while performing work Cn on -site (if applicable); (3) requisite staff for training at a time mutually agreeable to conduct such training; and (4) other N implementation support, as necessary. w N N 21. Manuals and Documentation Vendor shall provide a digital copy of the software manuals for each product offered as part of this procurement. E 22. Service design and evaluation U Vendor shall provide consulting and analytical services to assist in the evaluation and design of current and future service concepts. The desired cooperation with the vendor would be to ensure that the Vendor's software is able provide analytic data to support the Q decision -making process for Collier County. Additionally, auditing services to ensure that the Vendor's software is being fully used to support continuous improvements. 8 Packet Pg. 789 16.C.7.a 23. Support and Warranty — Proposer should provide a detailed support and warranty program. A. One -Year Maintenance and Technical Support — One-year maintenance and technical support after final acceptance shall be included in the base RFP proposal. Alternatives for maintenance for subsequent years should also be included. B. Maintenance, Support, and Upgrade Costs After One (1) Year — Proposers should identify costs to us to secure a maintenance and support contract for the life of the contract. Costs Beyond Initial Installation C. Vendors should identify ongoing costs associated with the implementation of their proposed technology solutions beyond initial installation (Year 1) as alternates. D. If applicable, vendor to provide SAAS or service/maintenance agreements for consideration. 24. Quality Assurance Plan — Proposers to describe in detail their management strategies for overall quality assurance in the installation, start-up, and operation of the Cross Connection system software. At a minimum, proposers shouldaddress: A. Project Management and Staffing — Describe the proposed individuals and team approach used to successfully communicate with the project personnel at County's location. If contractors are used for any part of the installation, customization, or maintenance of the proposed software system, this element of your overall approach must be identified here. The vendor must designate one individual with complete control over all installations. B. Quality Control — Describe steps and techniques employed by the proposer to ensure the integrity of databases that may be required to be imported and/or converted for use in the proposed Cross Connection system. C. Maintenance, Support, and Upgrades — Describe the proposer's network of technical support during the project, focusing both on the critical initial implementation period as well as long-term operation. Describe procedures for rendering support, including the availability of technicians to provide repairs and ability to remotely access, diagnose, and make necessary repairs. Technical support policies and pricing must be explained in detail and the amounts included in the RFP proposal. 25. Software System/Technology Description — Proposers should fully describe the software that is proposed, including all functionality that will assist with the tracking of both County -owned devices and privately owned cross -connection control devices. Proposers must list all software components or modules necessary to fully implement the project, including third -party software if necessary, to complete the total installation (e.g., report generation software, SQL, backup software, remote access software, etc.) required for a centralized solution. The technology must be 100% web -based, cannot be a web front on top of a PC -based solution. 26. Software — Hosting Costs — The software solution will be required to be hosted which may involve third -party hosting solutions. All such hosting costs to be borne by the County must be identified separated and included in the RFP proposal form. Related Third - Party Software Costs. 27. Implementation Costs — The cost to implement new software. A. Direct Costs — All supplemental costs associated with user assessment, installation, database conversion, etc., must be included in the software/license price. Price proposals must include labor and travel costs if applicable. B. Data Acquisition and Conversion Costs — This shall include labor costs for the entire project period. C. Training Costs — Proposals must identify the labor, materials, and travel costs (travel and reimbursable expenses see 28.A) associated with all required training and the cost of said training must be included in the RFP proposal based on the specified minimum requirements. The cost of training assumes training for 10 individuals who require training at a minimum or 5 training sessions per class lasting a total of 10 hours (aggregate for all training provided by the proposer) and a minimum of 5 hours of hands-on training for individual employees (aggregate hours for said hands-on training) must also be included in the RFP proposal. 28. Travel and Reimbursable Expenses: Travel and Reimbursable Expenses must be approved in advance in writing by the County Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. A. Reimbursements shall be at the followin,2 rates: Mileage $0.44.5 per mile Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard -size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine c 0 0 N N 0 w N N c d E z U W Q 9 Packet Pg. 790 1.1 The Proposers will submit a qualifications proposal which will be scored based on the criteria in Evaluation Criteria for Development of Shortlist, which will be the basis for short -listing firms. The Proposers will need to meet the minimum requirements outlined herein in order for their proposal to be evaluated and scored by the COUNTY. The COUNTY will then score and rank the firms and enter into negotiations with the top ranked firm to establish cost for the services needed. The COUNTY reserves the right to issue an invitation for oral presentations to obtain additional information after scoring and before the final ranking. With successful negotiations, a contract will be developed with the selected firm, based on the negotiated price and scope of services and submitted for approval by the Board of County Commssioners. 1.2 The COUNTY will use a Selection Committee in the Request for Proposal selection process. 1.3 The intent of the scoring of the proposal is for respondents to indicate their interest, relevant experience, financial capability, staffing and organizational structure. 1.4 The intent of the oral presentations, if deemed necessary, is to provide the vendors with a venue where they can conduct discussions with the Selection Committee to clarify questions and concerns before providing a final rank. 1.5 Based upon a review of these proposals, the COUNTY will rank the Proposers based on the discussion and clarifying questions on their approach and related criteria, and then negotiate in good faith an Agreement with the top ranked Proposer. 1.6 If, in the sole judgment of the COUNTY, a contract cannot be successfully negotiated with the top -ranked firm, negotiations with that firm will be formally terminated and negotiations shall begin with the firm ranked second. If a contract cannot be successfully negotiated with the firm ranked second, negotiations with that firm will be formally terminated and negotiations shall begin with the third ranked firm, and so on. The COUNTY reserves the right to negotiate any element of the proposals in the best interest of the COUNTY. RESPONSE FORMAT AND EVALUATION CRITERIA FOR DEVELOPMENT OF SHORTLIST: 1.7 For the development of a shortlist, this evaluation criterion will be utilized by the COUNTY' S Selection Committee to score each proposal. Proposers are encouraged to keep their submittals concise and to include a minimum of marketing materials. Proposals must address the following criteria: Evaluation Criteria Maximum Points 1. Cover Letter / Management Summary 5 Points 2. Certified Woman and/or Minority Business Enterprise 5 Points Q 3. Business and Implementation Plan 25 Points 0 4. Cost of Services to the County 15 Points c 5. Experience and Capacity of the Firm 0 Points W 6. Specialized Expertise of Team Members 10 Points 7. Local Vendor Preference 10 Points d E TOTAL POSSIBLE POINTS 100 Points E Tie Breaker: In the event of a tie at final ranking, award shall be made to the proposer with the lower volume of work previously awarded. Volume of work shall be calculated based upon total dollars paid to the proposer in the twenty-four (24) months prior to the RFP submittal deadline. Payment information will be retrieved from the County's financial system of record. The tie breaking procedure is only applied in the final ranking step of the selection process and is invoked by theIV Procurement Services Division Director or designee. In the event a tie still exists, selection will be determined based on random selection by the Procurement Services Director before at least three (3) witnesses. c ---------------------------------------------------------------------------------------------------------------------------------------------------------- Each criterion and methodology for scoring is further described below. 2 0 ***Proposals must be assembled, at minimum, in the order of the Evaluation Criteria listed or your � N proposal may be deemed non -responsive*** C4 N N EVALUATION CRITERIA NO. 1: COVER LETTER/MANAGEMENT SUMMARY (5 Total Points Available) c Provide a cover letter, signed b an authorized officer of the firm indicating the underlying philosophy of the firm in E g Y � g Y gP p Y E providing the services stated herein. Include the name(s), telephone number(s) and email(s) of the authorized contact person(s) concerning proposal. Submission of a signed Proposal is Vendor's certification that the Vendor will accept any awards as a result of this RFP. Q EVALUATION CRITERIA NO. 2: CERTIFIED WOMAN AND/OR MINORITY BUSINESS ENTERPRISE (5 10 Packet Pg. 791 16.C.7.a Total Points Available) Submit certification with the Florida Department of Management Service, Office of Supplier Diversity as a Certified Woman and/or Minority Business Enterprise. EVALUATION CRITERIA NO.3: BUSINESS AND IMPLIMENTATION PLAN (25 Total Points Available) In this criteria, include but not limited to: • Detailed plan of approach (including major tasks and sub -tasks). o Software System/Technology Description o Implementation Plan o Quality Assurance Plan o Training o Support and Warranty • Describe how the software or technology proposed will facilitate the system's goals for providing cost- efficient, customer -responsive, compliance program for all cross -connection control devices located within the Collier County Water District. • Provide a proposed implementation schedule. • Include with the Business Plan or as an attachment, a copy of a report as an example of work product. This should be for one of the projects listed as a reference. • The attached Technical Architectural Compatibility and Supportability (TACS) forms need to be filled out completely and returned. • If appliable, include SAAS or service/maintenance agreements. EVALUATION CRITERIA NO.4: COST OF SERVICES TO THE COUNTY (15 Total Points Available) In this criteria, include but not limited to: • Cost Proposal Format — each proposer must complete and submit the Proposal table listed below. • Costs that must be included in the Proposal Form are as follow. Proposers shall not modify this price proposal form. If proposals need to provide information on any details not covered by this form, they must include a separate sheet to do so. Proposal Form to be Submitted by the Vendor Software Unit Per Year Unit Cost Total Co Cross Connection Control Tester Software up to twenty users. Cross Connection Software for additional users Annual costs to allow customers to provide test reports through system. Software — Hosting Costs Other Cost - cost not identified above that are integral to the software. Implementation Plan Direct Costs Data Acquisition and Conversion Costs Training Costs Travel Expenses Other Cost - cost not identified above that are integral to the implementation. Software Subtotal Implementation Subtotal Total Co Support and Warranty - Maintenance, Support, and Upgrade cost after one (1) year Per Year Cost Maintenance Support Technical Support Product UDarades Other Cost - cost not identified above that are integral to support and warranty. 12 Support and Warranty Subtotal 11 Packet Pg. 792 16.C.7.a EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM (30 Total Points Avai a e In this criteria, include but not limited to: • Provide information that documents your firm's and subcontractors' qualifications to produce the required deliverables, including abilities, capacity, skill, and financial strength, and number of years of experience in providing the required services. • Describe the various team members' successful experience in working with one another on previous projects. The County requests that the vendor submits no fewer than three (3) and no more than five (5) completed reference forms from clients during a period of the last 5 years whose projects are of a similar nature to this solicitation as a part of their proposal. Provide information on the projects completed by the Proposer that best represent projects of similar size, scope and complexity of this project using form provided in Form 5. Proposers may include two (2) additional pages for each project to illustrate aspects of the completed project that provides the information to assess the experience of the Proposer on relevant project work. EVALUATION CRITERIA NO. 6: SPECIALIZED EXPERTISE OF TEAM MEMBERS (10 Total Points Available) In this criteria, include but not limited to: • Description of the proposed contract team and the role to be played by each member of the team. • Attach brief resumes of all proposed project team members who will be involved in the management of the total package of services, as well as the delivery of specific services. • Attach resumes of any sub -vendors and attach letters of intent from stated sub -vendors must be included with proposal submission. EVALUATION CRITERIA NO. 7: LOCAL VENDOR PREFERENCE (10 Total Points Available) Local business is defined as the vendor having a current Business Tax Receipt issued by the Collier or Lee County Tax Collector prior to proposal submission to do business within Collier County, and that identifies the business with a permanent physical business address located within the limits of Collier or Lee County from which the vendor's staff operates and performs business in an area zoned for the conduct of such business. VENDOR CHECKLIST ***Vendor should check off each of the following items as the necessary action is completed (please see, Vendor Check List)*** 12 Packet Pg. 793 ZZ08-ZZ# lesodoad aol;senbaN piemV o; uol;epuaLum000N : 0 LtVZ) 6uljueM leUld ZZ08-ZZ :;uewgoe;;d N S V o � O O U Gz. 6� o O O O O O O O M N N N N N F" y l- 00 l- l- l- l- E O N o [� Vim) � tn I O W3 z 0 kn r cl, to x 00 to r �o kn to Qn Qn kn kn a ct ct o U � O >n. z V5 a unz>�¢ Cn 1-1 O c-I v DocuSign Envelope ID: DA4AA5AD-D361-4319-8A68-F4557221E5F2 16.C.7.c Corr County Procurement Services Division Notice of Recommended Award E Solicitation: 22-8022 Title: Backflow Prevention Management Software s Due Date and Time: September 6, 2022 at 3:00 PM Respondents: Company Name City State/Province Country Final Responsive/Responsible Ranking SpryPoint Services Inc Charlottetown Prince Edward Canada 1 Yes/Yes Island NJBSoft, LLC Phoenix Arizona USA 2 Yes/Yes VEPO CrossConnex, LLC Astoria New York USA 3 Yes/Yes SwiftComply US OpCo, Inc Pleasanton California USA 4 Yes/Yes Backflow Solutions, Inc Alsip Illinois USA 5 Yes/Yes Aquatic Informatics Inc Vancouver British Canada 6 Yes/Yes Columbia Syncta North Massachusetts USA N/A No/No Andover Utilized Local Vendor Preference: Yes 0 No - Recommended Vendor For Award: On August 4, 2022, the Procurement Services Division issued Request for Proposal (RFP) 22-8022 - Backflow Prevention Management Software to twenty-two thousand five hundred and eighty-five (22,585) vendors. Fifty-two (52) vendors viewed the Solicitation package, and seven (7) proposals were received by the September 6, 2022, deadline. The Selection Committee convened on October 19, 2022, after review of the proposals and deliberation, the Committee scored the proposals and ranked the firms as shown above. The committee determined that oral presentations were not required. Staff is recommending award to the top -ranked firm, SpryPoint Services, Inc. Contract Driven = Purchase Order Driven 0 Docusignedby: Reauired Sianatures Project Manager: DocuSigned by: Procurement Strategist: gqt Services Director: Ste. H Sandra Herrera Date 10/28/2022 Packet Pg. 795 16.C.7.e VICTOR Certificate of Insurance Issued to: Collier County 3295 Tamiami Trail E C-2 Naples FL 34412 Victor Canada 500-1400 Blair Towers Place Ottawa, Ontario K1J 9B8 Telephone 613-786-2000 Facsimile 613-786-2001 Toll Free 800-267-6684 www.victorinsurance.ca Commercial General Liability Insurance Policy TGL599074 Reference: Contract No. 22-8022 1. Named Insured: SPRYPOINT SOLUTIONS INC.; SPRYPOINT SERVICES INC. 2. Insured's Address: 400-45 QUEEN ST CHARLOTTETOWN PE C1A 4A4 3. Policy Period: from 01 July 2022 to 01 July 2023 at 00:01 local time at the insured's address shown above without tacit renewal 4. Limits of Insurance: Each Occurrence Limit $3,000,000 Aggregate Limit $6,000,000 Personal and Advertising Injury $3,000,000 Medical Payments - per person $5,000 Medical Payments - per accident $25,000 Tenants' Legal Liability $500,000 Non -owned Automobile $2,000,000 Coverage Includes: (a) Separation of Insureds, Cross Liability (b) Contractual Liability (c) Products -completed Operations (d) Contingent Employer's Liability 5. Deductibles: Property Damage $1,000 Tenants' Legal Liability $1,000 * All amounts shown in US dollars 6. Insurers: Aviva Insurance Company of Canada 25.00% Temple Insurance Company 20.00% Everest Insurance Company of Canada 20.00% Arch Insurance Canada Ltd. 17.50% XL Reinsurance America Inc. 17.50% 7. Endorsement(s): - Additional Insured Packet Pg. 796 16.C.7.e Collier County This certificate provides the above Named Insured with coverage under the aforementioned policy on file with the Insurers subject to the terms and conditions thereof and the above limits of insurance and deductible. The Insurers have duly authorized Victor Insurance Managers Inc. to execute and sign this Certificate of Insurance. Dated: 10 January 2023 1 David G. Cook, President Authorized Representative Packet Pg. 797 Saf et y matte i work ■ www.wtb.pe.ta Workers Compensation Board of PEI January 11, 2023 Matthew Catoe Collier County 3295 E. Tamiami Trail Naples FL 34112 RE: SPRYPOINT SOLUTIONS INC Employer Number: 24362 Dear Sir / Madam: This is to confirm that SPRYPOINT SOLUTIONS INC is registered with the Workers Compensation Board of Prince Edward Island and has compensation coverage for the 2023 year. Assessment has been paid and the account is in good standing. This letter is valid for 60 days from the date it was issued. Employer Services 14 Weymouth Street, P.O. Box 757 Charlottetown, Prince Edward Island, C1A 71_7 Telephone: 902-368-5680 Toll -Free in Atlantic Canada: 1-800-237-5049 Fax: 902-368-5696 16.C.7.e VICTOR Certificate of Insurance Issued to: Collier County 3295 Tamiami Trail E C-2 Naples FL 34412 Victor Canada 500-1400 Blair Towers Place Ottawa, Ontario K1J 9B8 Telephone 613-786-2000 Facsimile 613-786-2001 Toll Free 800-267-6684 www.victorinsurance.ca Errors and Omissions and Cyber Insurance Policy TIP599074 Reference: Contract No. 22-8022 1. NAMED INSURED: SPRYPOINT SOLUTIONS INC.; SPRYPOINT SERVICES INC. 2. INSURED'S Address: 400-45 QUEEN ST CHARLOTTETOWN PE C1A 4A4 3. Policy Period: from 01 July 2022 to 01 July 2023 at 00:01 local time at the INSURED'S address shown above without tacit renewal 4. LIMITS OF LIABILITY: $ 3,000,000 per CLAIM $ 3,000,000 per policy period Coverage Includes: (a) NETWORK AND SECURITY BREACH (b) PRIVACY BREACH (c) ADVERTISING INJURY (d) DATA PERSONAL INJURY (e) INFRINGEMENT 5. Deductible: $ 10,000 per CLAIM * All amounts shown in US dollars 6. INSURERS: Aviva Insurance Company of Canada 25.00% Temple Insurance Company 20.00% Everest Insurance Company of Canada 20.00% Arch Insurance Canada Ltd. 17.50% XL Reinsurance America Inc. 17.50% This certificate provides the above NAMED INSURED with coverage under the aforementioned policy on file with the INSURERS subject to the terms and conditions thereof and the above LIMITS OF LIABILITY and deductible. c O 0 co r c 0 a co O V N N O O N N c m E z v Q Packet Pg. 799 16.C.7.e The INSURERS have duly authorized Victor Insurance Managers Inc. to execute and sign this Certificate of Insurance. Dated: 11 January 2023 1 David G. Cook, President Authorized Representative Packet Pg. 800 Solicitation 22=8022 Backflow Prevention Management Software September 6, 2022 SpryPoint Services Inc. CO 7eY County 45 Queen Street Charlottetown, PE sprypoint.com CIA 4A4, Canada Collier County Response FINAL.docx EP Statement of Confidentiality The contents of this proposal are confidential and are supplied on the understanding that they will be held confidentially and not disclosed to third parties without the prior written consent of SpryPoint. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved So licitation 22-8022 Backflow Prevention Management Software are1EITable of Contents Statement of Confidentiality.........................................................................................1 Tableof Contents............................................................................................................. 2 CoverLetter.......................................................................................................................4 Certified Woman/Minority Business Enterprise.....................................................6 BusinessImplementation Plan..................................................................................... 7 DetailedPlan of Approach...............................................................................................................7 Software System/Technology Description...............................................................................7 ImplementationPlan................................................................................................................... 26 Supportand Warranty................................................................................................................ 39 MeetingCounty Goals....................................................................................................................45 FunctionalGoals.......................................................................................................................... 45 ImplementationSchedule..............................................................................................................46 Exampleof Work.............................................................................................................................. 47 TACSForm........................................................................................................................................ 48 ServiceLevel Agreement...............................................................................................................49 Cost of Services to the County..................................................................................50 SpryPointPricing Form....................................................................................................................51 5 Year Total Cost of Operation.................................................................................................... 52 Experience and Capacity of the Firm......................................................................53 Qualificationsof Firm...................................................................................................................... 53 CompanyBackground................................................................................................................ 53 OwnershipStructure...................................................................................................................58 FinancialInformation..................................................................................................................60 References.......................................................................................................................................... 61 Cityof Aurora, CO........................................................................................................................ 61 MorgantownUtility Board..........................................................................................................62 North Perry Avenue Water District.......................................................................................... 63 ErieWater Works......................................................................................................................... 64 Specialized Expertise of Team Members................................................................65 ProjectTeam..................................................................................................................................... 65 Resumes............................................................................................................................................. 67 RequiredForms..............................................................................................................75 VendorChecklist.............................................................................................................................. 76 Form 1: Vendor Declaration Statement.......................................................................................77 Form 2: Conflict of Interest Certification Affidavit.................................................................... 78 Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 2 EpSolicitation 22-8022 Backflow Prevention Management Software Form 3: Immigration Affidavit Certification................................................................................79 Form 4: Local Vendor Preference Certification........................................................................80 Form 5: Reference Questionnaire................................................................................................81 Form 6: Grant Provisions and Assurances Package...............................................................82 W-9 Form............................................................................................................................................83 Insurance Requirements Acknowledgments............................................................................ 84 BidSchedule.....................................................................................................................................85 E-Verify............................................................................................................................................... 86 Addenda............................................................................................................................................. 87 Appendices......................................................................................................................88 Service Level Agreement...............................................................................................................88 Sample Subscription Agreement.................................................................................................89 Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 3 • Solicitation 22-8022 Backflow Prevention Management Software Cover Letter SpryPoint Services Inc. 45 Queen Street — Suite# 401 Charlottetown, PE C1A 4A4 Dear Selection Committee, Thank you for the opportunity to provide a comprehensive response to Collier County's RFP for Backflow Prevention Management Software and Implementation. We acknowledge and accept Collier County's bid instructions, acknowledge Collier County's Purchase Order Terms and Conditions. SpryPoint Services Inc. was founded in 2011 on the premise that utilities are in a great position to leverage the technological advances of the last decade. We help utilities execute mobile strategies, improve operations, and engage their customers through business automation. SpryPoint provides Smart Solutions for Smart Utilities designed to make our customers' lives easier. To address the evolving utility landscape, over the last several years SpryPoint has developed a new cloud -based Backflow Management platform designed to reduce paperwork while making the lives of both the tester and regulator easier. SpryBackflow supports new functionality required by regulators and demanded by customers which many legacy backflow vendors are unable to meet. Some of these advantages include: 1. Functionality Differentiation — SpryBackflow extends beyond the typical functionality of legacy Backflow solutions with additional functionality to address • Flexible user dashboard configuration • Tester self-service for equipment and electronic test submittal from the field • Customer & Tester Communication preferences (SMS, Email, Voice, Mail) • Automated CIS Integration • Field mobility & Inspections • Flexible dashboard configuration 2. Application Programming Interfaces (API's) — Our platform includes a comprehensive (API) framework to enable easier integration to other critical systems. 3. Implementation — Significantly faster configuration and implementation capability. 4. Workflow & Employee Productivity — Reduction in training time, automation of processes to repurpose staff to more productive activities. XC2 Replacement Experience SpryPoint has experience replacing XC2 including a recently completed a very successful project at the City of Aurora, Colorado. We also have additional upcoming XC2 replacement projects in 2023 with other clients. Strong References & Market Disruption We can provide 40 strong references from municipal utilities who use various applications in the SpryPoint platform. Recent Backflow wins include: Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 4 EPSolicitation 22-8022 Backflow Prevention Management Software • New York City DEP, NY • Florida Keys Aqueduct Authority, FL • City of Aurora, CO • Buffalo Water, NY • James City Service Authority, VA • Pittsburgh Water & Sewer Authority, PA • Erie WaterWorks, PA • North Perry Avenue Water District, WA We strongly suggest the City speak with our references to confirm the strength of our software and the ability of our team to exceed expectations with regard to implementation and ongoing support. Product Value & No Hidden Transactional Fees SpryPoint does not charge additional transaction fees per test submittal. Many of our competitors have hidden costs and receive compensation from payment processing transactions charged to either testers or Customers. SpryPoint is very transparent in our pricing model of $1.00/Testable Assembly/Year which will provide the County cost certainty into the future. Ongoing Customer Success SpryPoint takes a proactive approach in enabling the ongoing success of our customers. We believe that integrating software development with support is the optimal way to serve our customers and our team consists of cross -functional individuals who are knowledgeable on both the functional and technical aspects of your SpryPoint service. With over 40 municipal utility customers, we are proud that 100% of SpryPoint customers are referenceable. Conclusion In summary, SpryPoint firmly believes that we are the right partner for the County. Our solution is functionally rich and built on scalable cloud technology and an established technology stack. Our team has significant experience delivering enterprise solutions for municipal utilities. We appreciate your consideration, and we look forward to an opportunity to work together with the County on this project Ryan Cawley, Managing Partner rcawley@sprypoi nt.com Office: 902-900-9054 Mobile: 902-940-6830 Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved • Solicitation 22-8022 Backflow Prevention Management Software Certified Woman/Minority Business Enterprise SpryPoint Services Inc does not fall under the required criteria for this form. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved •)Business Solicitation 22-8022 Backflow Prevention Management Software Implementation Plan Detailed Plan of Approach Software System/Technology Description In today's environment, utilities of all sizes need to streamline and automate their processes. Fortunately for utilities, technology has advanced rapidly and provides opportunities to respond to these challenges more efficiently and cost-effectively. Eliminating paper and automating processes is at the top of utilities lists to improve operational efficiency. Cross -connection and backflow programs are currently very paper driven and involve a lot of manual data entry. The SpryPoint Backflow Testers portal helps you eliminate paper, automate processes and most importantly frees up your staff to focus on maintaining a healthy water system. SpryBackflow provides a comprehensive end to end solution to manage your entire backflow program delivering: 100% cloud enabled solution - no new server software or hardware to buy or maintain. Mobile & Web enabled: Users can access from any web -enabled device — phone, tablet, or laptop. Eliminate manual data entry and paper driven processes. - — -- Administrative dashboard to manage testers and monitor progress on your , testing program. -` Real time visibility into tests as they are completed in the field. Communication engine to contact customers or testers. Configurable test reports. Self-service portal empowering testers to update certifications and other information. Streamlined workflow for the test entry process with electronic submittal of tests. Manage assemblies and print labels Instant search, sort and filter based on Tester, Device, Assembly, Location and more. Reporting: Summary and detail reports on completed tests and work that is outstanding. Integration with your CIS or other back -office systems. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 7 EpSolicitation 22-8022 Backflow Prevention Management Software Utility Administrators Login & Registration The solution contains a registration process which will allow users to sign up for access. The required fields for registration (email, license number, etc...) can be configured as desired. Upon registration, the secure login process for both program administrators and testers includes multi -factor authentication. There is automated functionality to reset passwords to minimize the need for maintenance by system administrators. SpryBackflow Sign In Backtlow Test Submission Portal E- I Welcome to the our Saddlow Test Submission Portal! This portal will guide you through the digital backflow test submission process. ¢C Password This portal is for Backflm Inspectors and Testers who are certified by ASSE International. Please return to the main webs As if you are a customer who has inadverlantly clicked on the link to this page. 46 Forgot pessword4 Backflow is an important issue that can pose a health hazard to our water customers. Thank you for being an integral pad in the protection of the public water supply - Need an Account? Sign in Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved •)Administrative Solicitation 22-8022 Backflow Prevention Management Software Dashboard Upon login, program administrators are presented with a dashboard which is configured to provide a view into key statistics and activities that need to be monitored daily. Users can drill into the dashboard reports to get further detailed information on testers, assemblies, and the general status of the program. SysEem Testers: ]Sa Assembly Test: 27 N Hame Backllow Tests Testers Approved with valid 1 CeHiflca[es ■Approved T¢s[s r5 Plan $ubmissions Pending Review 736 Tests Pending Review p i CuSWmerS ■ EZVinn9wEVuiVmperei[ nr pas Tests Denied Review 1 Locations 8 DeViCes ■Testers with Expired or 11fi . Unsubml-d Tests a B Expiring Ceninrabons 0 Notice Generation RI User Management a ® Data Import B Plan Submission Statist- Extemal User Stabsgcs II Templates & Schedules © vian $ybmigeian6= 0 bystem ff t ni al U—: 1 COMigu2ti0n g3 ■ Approved Plans 0 Reports ■Customers o Pans Pending Review 0 B HBp ! Pans Denied Review 0 Prefesslgnel Engineers 1 O Registered Architects 0 � Unsubmitted Plans 0 Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 9 • Solicitation 22-8022 Backflow Prevention Management Software Customers Customer information can be synchronized from your current Customer Information System (CIS) to provide your program administrators a quick and sortable view by Customer. Some of the key information available includes: • Customer Name • Account Number • Customer Class • Street Address • Customer Status Am yy, roivan yti. �tieo05 .r. hQOlj¢$ I,r. �roee*b �,r. F9iDOE�2 :1We �aw�,x ShPA*W 1 m NN 1.700 O-VW • .— 0 _ a Lwlonw [Y�• OORRGFICLiL {YXR�HGi+I GU+EAGLRL aowanuu QMMEACLAL OC4UgLGUL CQM PK W Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 10 • Solicitation 22-8022 Backflow Prevention Management Software Locations All can be synced from the Customer Information System to maintain consistency. Locations contain key tombstone information which is easily searchable and sortable including: • Location ID • Name • Address • Contact Information H. lV Y e Haft : � o Y 9rJdr,�>4w y.. Sxkld � 4xFYaa F pry +.. yoem=sn yy. saull+e Vw. �� 51hYA1 WM �4M,y � la f#N }1�iMY4i bF.YI ABYir � rYr � arrY, IV.Y. Fll rm LaX hA Is Pl0 I PITrAkL fH PA .52.N t6 1 Pm$glyYrl PA kwkd I Pnr LAU1 hA k= I PITFOLd IH PA FUW I PFTF'dJJ~ n OQ N72 , PRF]ELFlfi1 PA huo� pmae _dWIM PA F�= 1 P,MV .7 Pa Y52dp . PfR,' U%H M }yTp< 1 0 - - a Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 11 DSolicitation 22-8022 Backflow Prevention Management Software Devices A list view is available to allow administrators to easily search for any device by numerous methods including: • Device ID • Serial Number • Make • Model • Size • Device Type • Installation Date yy, xwa yti. +255'i5 Y.,. ,ostce .'..r 1tl2+E2 y,.. 2TYJ+2 ST1V/Hy - 1d N-0 t ffitM w F lbl.tll lrr.w. b r h e 0. Ti. TrT. ..r.r.} or. a s Auks �tc YN 6bJbLf.CIEGS mli A2Sl?S! AILK-W IMAL .0 GNOLE,C.E(A 201&006 12491 rflr ?w 3. UUME CEPS 2 4FO4-1E +tea w IM OW r 49 boos! ewe mli m AA11.1 *LTTd doll l 14F DOMILE_C1ECS ttls.12,E2 *SM A"CH MV P Q 4+ OOGRLE G44z 8MOM aKio Watts OLID r 1J L1 Ue 1lL M,13 1 WUTTB 109 ]n AEDL-CED �HSU E 201441.16 2?M?2 rER44 #Sr JA- SEDUCED P%SRrFIE WIT-G&H 01}]15 1M1 M% Lr 49T 3n Artt m mrnr. L m1FL1." Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 12 • Solicitation 22-8022 Backflow Prevention Management Software Device Management Device Management allows administrators to configure all key data elements for various device types Some key information that is managed includes: • Equipment ID # • Service Type • Device Type • Assembly Type • Make • Model • Size • Serial Number • Installation date misers ria xi i�-+`w++ak W{vtn SM � low4 •+�� o sy.� # �t� arw� ■ -K1F P+ AEI Yn•h mio-co-w ry. T.•pro i 9� I FPfp ff& sA%ENT �i �►P�+�en y i� wansi ++awrsan �w _34.ECi- An 4rri fIa•#ep Fl Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 13 • %; Solicitation 22-8022 Backflow Prevention Management Software Locations Locations include key tombstone information to identify facilities and the exact location of any associated devices. All location information is easily searchable. Key information includes: • Facility Name • Service Address • Contact Information • Floor, Position, Type All assemblies associated with a location and any pertinent communication with customers is easily accessible from the Location list. 0 SpryProint .A Location Inlormal.On f.tMf M.w. s.r1.r. A46»r Cw t Pt— r..r Assombly List TESTCOSMAIW ILC LW~ f�r1f F' 2 WastwomT PE AOOIraW YA.rm.tlon Dws 311E11 111— Sgea►7J77/ 777-7777 n— Y.t�ApIEA7r0 a.rrl ►eAea1 I.DU20WAI TV" COKTMWENT Y20MW f'M MATS 20MSS DOIlI._CWCK A' 177"40916 20174*10 ® i® 0020702005 •DO.ASTIC 47TV RDU 90- RS .' 0A1/I1 7017tS 10 Cusiornef Communlcabon ? Sh- 10 1 „n1w to E..l 20110S01 It SI AY *r~.1. AAMOIM' i q A..I. Aop.." W M+u r2020100 • L—i 20170Sp I I NAM iiii W 4-44 1" A..... A»r..N 41 b . SV 2020f 00 Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 14 DSolicitation 22-8022 Backflow Prevention Management Software Assembly Locations Assembly Locations are configured to maintain key tombstone information and provides administrators with an easy to search list by numerous attributes including: • Facility Name • Service Number • Equipment ID • Test Due Date • Facility Name • Device Type • Make • Model • Hazard Level and more. Administrators can view and manage all assemblies associated with a particular location. 1F Home RacMlow Te¢R Equipment ID Sarviw pence Typo Pswmbly Type also Submiasims "He © ■DOMESTIC Retluced P.essure —SELECT— + Gumamem Mass Model S— Sepal Number W id,EI/AMIhio of Zum 350ASTDA 4" 1]0518 p IS NewA —by RBPlaee¢SAI Poailim Prote m Notice 0...I , ® Fal¢e NmmMel Gomalnmem User Managamml ® Inmmwlb, Dme Ten Mwlh Tom lmarval (Menthol Assembly Image ® Data lmpmt ® '01.20 n 12 �] TamPlme165chedulea E AdONenal Dasmptien LonfiguraBcn Reports floor Roan Phyairal I od. Hazard level Q -P E UNKNOWN OStart Data Fib Date Lut Test Dale Nem Tan Due Dale 1885-01-2p _- YYYY-MM-0D �1j 2D21-0a-22 [°j N22-00.22 TEST HISTORY FOR THIS ASSEMBLY: Shaw 10 v enlriea csv Pnnl Search'. .,a.— eon Equlam.nl ID es ea —1TMw dvb TTP —Nty N.m. w .... m A02B530020 HUB BKFYSBID 2021.0<-22 05.0 PM HEpUCE. CAROLJ EMU PRESSURE 56.1SUABURYSTREET APPROVED m 4028530020 HUB 20YHUKSM 2020-01-25 09:00AM HEDUCED CAROLJ ENG PRESSURE 55 ISHABURYSTREET APPROVED Slrowl�l8 1 ro 2 oy1 enlWas Pmvlous Neal FIELD ORDERS FOR LOCATION Show 10 entnes csV Pria SeemP'. Orax —.1 Type sbKra Scheaubtl Oefe D.mP—Oela No data available In table Bhowlrp0 ro0Mli ennNs Plermus Neal Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 15 EISolicitation22-8022 Backflow Prevention Management Software Letter & Test Notice Generation Numerous forms of notice types and letters can be scheduled to be generated in batches. Clients have complete control over the template, look and feel of notices that will be generated and delivered to customers. All notices can be generated and delivered several communication mediums including: • Letter • Email • SMS A Home Test Native Letters Ci Backff- Teels Sa-1. Sep Q Plan Submissmns PlI Cue Leber _ s cetmmam 0 Lecatlene&Devlin ASSEMBLIES DUE FOR SELECTED NOTICE i NollGeneraN00 o +� vae, Msregamant e Shew 1p .. enures seelcN. cuxoma, Assembly ' eAll— NateYaesa..0- Daze lmporl ® IW-W ATLANTIC AVE- FAMILY LIMITED PART NERSHIP 65956 10DOBATLANTICAVENUE 2019.11.01 ARR u TmpIMVA Sch—II E I000 COYLE ST RLTV CARP 54A29 2696 KOUWENHOVEN IAN£ 20M-I1-01 1$ Cunliguranan ® 10015MANAGEMENT[LO A0232 tn6 EASTERN PARKwaY 20B'1{9-01 Reports 1.1 GAMES, Iau 37-11 95 AVENUE 2020-01-01 1lb1 HOLDINGS LLC 67656 165 MACISON STREET 2021-0t n1 e ReIP a Home Tesl Nmin Leger¢ Bliw-Testy SCNII Slip e PMn 61-11-1 Emall NMil'W" Cuelomers p LpCBibh56 Dev 95 ASSEMBLIES DUE FOR SELECTED NOTICE Show 10 v enhias Mo®9eYetl Remrtla ` R®Ml Pemke 5ealch: User Manegemenl C-- AccambIV Service il— Nast T.. Wa Deli ® Date Import ® 011 S0 REALTY LLC 76MS 1150 FLATEUSN AVENUE 2019-ce 01 [°J Templeles56rllemllas ® WHOME21 LLC 552 3—E$T115TREET 2020-0601 { Coo gulalbn a OCONNI MIGIAELU 95666 I MANN AVEN UE M20-060' q Rae�g l] URINGER-NISSENBAUML &595 9626FI—ANOSAVENUE M20— 100066THFf HAMILTON 94950 271000NEY ISLANCAVENUE 20200901 O Hero Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 16 Solicitation 22-8022 Backflow Prevention Management Software El Communications Engine Within the application, administrators can initiate, manage and track all correspondence with customers and testers. Communications to customers or testers can be managed by: 1q . B1.5mi66 Erw L., Y— L&L—ghi N1 .i.. U66 CE3M 1W E111W: Nr1 im ! am %rm Ar TUT Nee. seCnaeua rvamOULE A Roma rn�rvgece Menem R.elnmwr n L«.dg�rrP.. A..n.a. �gesen.aw. � riaa s�em�a.lea. vaw i .-- p L.— s D.— Vse. Ma�agamm� Lt ® Pais impon SCHEDULE STEPS ® T.mv�a<..65m.e.ms a 8I 1:1.1 LNN•: A—ty UM Ou. Noll. L4.° Co ga eiaa +u Reports i��e+�ai Pays Q —P ® n --L 1 — oesc.pbn aaAue Lgwtign Tw.—gi ,—.le xlvowN com ��Iw�•11tlm�na enarval Yeas Ge�H.n Tw. 1.1 N.— aene� Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 17 • Solicitation 22-8022 Backflow Prevention Management Software Test Approval a fAdministrators can review the results of Clll tests which have been submitted electronically, and approve, deny or require a re -test as needed. Some of the key information in the test review includes: • Location Information • Assembly Information • Device Type • Test Readings • Tester Information • Test Equipment Used • Review & Approval A Home Backflow Tests Plan Submlarions Cuslomera Q Locations & Devices Ti Notice Generation User Management In ® Data lmpod CD Templates & Schedules I�C Configuralian 19 Reports Review Date. 2020-01-23 Review By: Kyle Strang Commanta: (Will be displayed to tel Looks good- Will approve. Locatlan IMormirl Facility Name, OLALEKAN FAKOYA Sen'ice Address. T0584 FLATLANDS 8 STREET co, am Phone: Email: Rao Floor: Location: Notes: Shutoff Data: NVA Admin Comments E OComments: (Displayedonlytoadmins) Assembly Information Equipment ID: 5T266 Service: a DOMESTIC Make: BEECO (division of MIFAB, Model: FRP Device Type: REDUCED -PRESSURE Last Test: 2019-Ul-ol Next Tali Dus: 2021-01-22 Reduced Pressure Initial Test Date: 2020,01-22 Posil HORIZONTAL Outlet Vaive: 1st Check Valve'. Relief Valve Discharge: 2nd Check Valve: Tester Comments: Looks rough EaX Submitted On: Photos: NIA Re -Test After Rapid. Date: 2020-01.22 Gullet Valve: lid Check Valve', Relief Valve Discharge: 2nd Check Valve: Fel lrs And Materials Used: Lots of tape. Tester Comments: Good to go. Submitted On: Photos: NIA Serial Number Installation Date: All Description: Size. Replaces S/N: Test Due: Tmo: 9:30 AM Protection: CONTAINMENT TIGHT Em 113098 1968.O1-20 2020.01-01 Static Pressure: 10 PSI 10 psid Tests, Information 9 psid TIGHT ABBE or ABPAB: 0,11 Data EXp: 2U21-0 2021-01- 29 Company: BCFLW Spaclallsta Name: Kyle Strang Office Phone: (555) 555-5555 Email: support@sprypoinlcom Vices Teeter Profile 2020-01-22 Test Egnlpmerll Used Make: Wass Model: 126%L SaHal ® 765416, Calibration Data'. 2020-01-01 Certificate: View Calibration Status.® Time: 10:DDAM TIGHT 10 psid A Re Test Teeter Information 6 psid TIGHT ASSE orAOPAI: 0 Data EXp: 2021-01- 29 2021- Company: BCFLW Specialists Name: Kyle Strang OH140 phone: (565) 555-5555 Er ll: suppori@sprypoint.com View Tesler Profile A Ra-Test Equipment Used Make: Watts Model: 126%L Seoul 7664161 Calibration Date, 2020-01-01 2020,01.23 Cenificate:Vlew Calibration Status, Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 18 • Solicitation 22-8022 Backflow Prevention Management Software Tester List SpryBat- VVV maintains a comprehensive and sortable list of your testing community to allow administrators to easily manage their testing community. Some of the key information maintained includes: • Tester name • Tester email • Company • Address • Phone Number • Tester Status • Certificate Number • Certificate Expiry date • Account Locking BK'*[ Tw .'8 �a►:y 6Y4Ypl 3 A � 00A Rmft x Yin Ww GM cww a tr Ew'} Gw C� Wi *m AIMF ph. w Yi W KW Bore —q•— —71E57-m —10- BMF YSw. +FP*wadD 141TIGOr40gd JPPFIONFD I W.■ I KYi �q Pq�-Pvp�— ifM 2p1w n j= 4F F V IO1 ?%M � /IAORp VW—V +424070�" E Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 19 • Solicitation 22-8022 Backflow Prevention Management Software Tester Profiles Upon login, testers can maintain and update all of their contact information including: • Company name • Tester name • Address • Email • Phone number • Equipment • Equipment Certifications • Certifications Testers can attach copies of certifications or other documents and pictures to their profile and equipment as needed. ff K— B Ba i— Teals B Plan SUGnlssgns A$SFor ABPA N—.r & Calemers Sawnd-CeMMlcatbn 0 Lscatlen.&Berkey � Nooce Caeneeanon W Cpmpany Mame User MenagemeM ® IS BCFUNSpaciaf ® parg Impprt ® Flmt N— A Kyle [, Templates& SchedeleM Pnppe CCC11Mw CaMigulMlan ® t 15557555-5555 R I,,m EmffiI • iblp ® B wppeM®aprypeiM.wm OSlmal Address p 0 P—I St Clry CheMOM-- ®®® BeM PaeawaA Revel A$$EorABPA Eeplry Data ASSE or A13 PA Cemrtcale File ® 2M,-01-q VBW C¢rlltitate Sacprtlary CeMMicelbn N—n , CertlAcatlon F& 9T�� tl View BOCvmenlaAon Can ErMer Tests 1pr O[rter Testars Llm[Neme M.d-lnnial SO. (A. y Strang S MO ile Ph — Apartment ka slam [ip— PA W210 REGISTRATION REVIEW I —I. By: Kyla Stra 5[alue: Comnwrlls: Wa re 1—y W ha yea. AMmip Cammenb Gommente: tUtsplayeM only ly aomins7 PROFILE UPDATE 0 REVIEW B.m: zozMal-za R"IwBy: Kyle Strang Stylus: Comments: Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 20 Sol icitation 22-8022 Backflow Prevention Management Software are1EITester Portal Login & Registration The solution contains a registration process which will allow testers and plumbers to sign up for access. The required fields for registration (email, license number, etc...) can be configured as desired. Upon registration, the secure login process for both program administrators and testers includes multi -factor authentication. There is automated functionality to reset passwords to minimize the need for maintenance by system administrators. SpryBackflow Sign In Backtlow Test Submission Portal E-mau Welcome to the our Saddlow Test Submission Portal! This portal will guide you through the digital backflow test submission process. ¢C Password This portal is for Backflm Inspectors and Testers who are certified by ASSE International. Please return to the main webs As if you are a customer who has inadverlantly clicked on the link to this page. 46 Forgot pessword4 Backflow is an important issue that can pose a health hazard to our water customers. Thank you for being an integral pad in the protection of the public water supply - Need an Account? Sign in Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 21 :Dl Solicitation 22-8022 Backflow Prevention Management Software ntroductory Tour When new users first logon to the Tester Portal in SpryBackflow they are prompted to view a step-by-step introductory tour. Your tour can be easily configured to highlight specific functionality and will provide a step-by-step workflow on how to complete specific processes (registration, test submittal, certification updates). The introductory tour and will help ease the onboarding process and increase adoption by your testing community and will help minimize calls to program administrators when testers initially sign-up. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 22 • Solicitation 22-8022 Backflow Prevention Management Software Test Entry A simple workflow walks tester through the steps necessary to execute and submit tests electronically. Data Validation on PSI readings and other criteria clearly indicates to testers whether a test has passed or failed based prior to submittal to program administrators. A Rome Tasls Equiomenl + PI,Ik Q -IIP I►eayn ..,samcly CI EPaiPmem C/ Teal O S.—, IIuoro: teat mta amared will aPmmancally oa saved en chargal Initial Test lnkanation Iakal Tall Dale Trrle vvrv—Vu C TW Type Pasltlon --SELECT— —SELECT— Ogmmente OEnre�lest mmmenls... Ini T 1', Retluced Pressure Assemhly Dultel Valve TqM Laekkg 1 st Check Vahre PSID Rebel Valve D'I9nhm9e PSID 2n1 Check Valve Tght leaklig Photm(Ophanal) II Slelk Pressure PSI Q 0 Protection —SELECT-- .R I-- Imn FaciI RSMe: SBrnCB Agdraga', CAalaol', PIWra: Email: Sh,W Dele: &I Assembly Inlormetion Equipmam ID: SarvlOe' Make: Motley. Device TyP Sedal Rumher: Atltl. CesnripllPe_ siee. Instilled. Dme: aw Asaelmy: Repleoae STI'. Last Te&- Test Maal Tall Due. WA 56123 # DOMESTIC Watts Waler Technology 96]ILFI °Stantlerd' REDUCED_ PRESSURE INS. 4 WA 2019-09A1 Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 23 • Solicitation 22-8022 Backflow Prevention Management Software Re -Tests For failed tests, a separate re -test workflow will require testers to enter pertinent information required for submittal. This includes information such as: • Repairs Made • Materials Used • Device Type • Comments The system supports the ability to have different testers access a specific device in the case of a re -test. S f yPoint *[� Location Information � u, � �', � f .01, N+ : rest aoe�,we LlL' sw'. Adfi f 2nA1ErffWwT RL L{I Flax cunu[t P6W sffkm R1q,e QW4M77?T f of} -O-Y7 $ « wpwrOa Re'Fest Required r«r. Rpp,� ' Lx.11.n 201 k-0i-10 01:14 PM Ad&o .d nre tw w bwerh dedl R.pWa w+c+NLrs lh.M Assembly Infomml*n The doftw j melr.44,mr used . PrTfa GYn..41bF [V+4� 19 W-2029fi4 Mii A4s5 mom ;1YX N IMW114 CheCk QTk* • lin6w 1719E16041E Q~VaNr T4f0 LOO-q ® SLLF ti �® w Oh* kv.WV% 149 inNWLiwn Wi* w. Anhfy fb LM a" Yin rat '. R""l SaN L40 Tod 79174rC4 ITT PWI `ro*Of4 Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 24 • W olicitation 22-8022 Backflow Prevention Management Software ertification & Sign-Offrior to submission, testers are presented with a summary page for review which contains all pertinent information related to the test. Testers can be made to certify that all data entry is correct and that the cross -connection device is in proper working order prior to electronic submission to administrators. O !3 SpryPoint .1r.1.6.n T..wrw DVW0M...Y - Vf Location Information f.c.f.f N...w [4y Reduced Pressure Assembly Initial Test Summary S.r..t. Ad".. C..W Oil— D.r. 2017 as t: Tim. .Yt.w.. Dp.4 Em.. rr... 1 x cr_t V.r.. 9'. P.W Room Initial Test Equipment Used R.I.r/ Y.M Ou[Mry. b godV Q ' L..n.... 2" C%Kk V.M. TWW 0 Adde—M fMs 0~V.M. Twf p rAW :y.^. M." i•,M.; s«.r. �..�.. cow...«.. Cr _ 0.1. ;� l :n :n V Assembly Information 1ti! fe. —iD 8.77..E Dot S.. f rrE MY. AYES ModM 40M SE D...c. Try. RfDu[YD_MESL" Q i ir..br ...r.ry .rW w. bw.. ae.......«< r.. tl.r .rr aax.no. v....•...•. a...... a ...p.. •••�••Y S.rW N.n1.r 122ES2 ce.dnno Su. �• I�.IY..I.m DW N— A...r-by Ir. R..Ix.. S'N I—T..ru. M1F1D12 N 1.0 D 20171D 12 Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 25 ElSolicitation 22-8022 Backflow Prevention Management Software Implementation Plan Project Management SpryPoint will provide a Project Manager throughout the life of the project who will work directly with The County's Project Manager to ensure that all project responsibilities and milestones achieved. Together, the Project Managers will be jointly responsible for project management activities, including planning and execution, the delivery of change management, and project communications throughout the project. However, the SpryPoint Project Manager is ultimately accountable for the project, and retains the responsibility of ensuring day-to-day project decisions are made in accordance with the project schedule. The County's Project Manager will hold SpryPoint's Project Manager and assigned resources accountable for the quality of services delivered, meeting the functional requirements, costs, and project timelines. Project Methodology SpryPoint uses a highly structured and layered project management methodology, which relies on detailed and complete project plans, to determine who is working on what tasks, and when, throughout the life of the project. Central to SpryPoint's philosophy is maintaining strong communication throughout the teams, setting expectations early, facilitating and coaching as required and monitoring progress. SpryPoint's methodology is the `back bone' of the implementation; however, it is understood that `one size does not fit all. SpryPoint takes a consultative and pragmatic approach to ensure that the methodology `fits' The County's organization. Project Plans SpryPoint recommends strong proactive project management —managing, monitoring, and addressing issues early. The project plan will cover the whole project; however, SpryPoint will update the project plan on a weekly basis, or an interval as agreed to by both The County and SpryPoint Project Managers. SpryPoint and The County will monitor the adjustments to determine that the project is on schedule and on budget. SpryPoint strongly stresses that all planning must be jointly performed and communicated by the project managers of both teams. There are several policies SpryPoint enforces to ensure a smooth project is achieved: • Project Plans will include clear objective milestones to determine that project progress is real and accurate. These milestones are identified and agreed upon between The County and SpryPoint. • Project Plans will have baselines approved and adjusted through the Change Control process. • Project changes will be approved and reflected in the project schedule. • Project Plans will contain Resource Staffing for both The County and SpryPoint including estimated effort and percent complete. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 26 • Solicitation 22-8022 Backflow Prevention Management Software • Project Status Reports will accurately reflect the achievement of the project with respect to the project plan. • Project slippage is identified early when there are still opportunities to adjust. Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 27 • Solicitation 22-8022 Backflow Prevention Management Software Implementation Methodology SpryPoint's implementation methodology breaks down the process into steps that build on one another. SpryPoint uses a hybrid approach which leverages some of the best practices from traditional waterfall methodologies and newer agile approaches. The initial Analysis phase is paramount in building a foundation based on a solid understanding of the County's business requirements and proceed from there only when mutually agreed to. Our methodology is built around the belief that it is very important for the client to be actively "touching" the software throughout the course of implementation. SpryPoint will work together with the County through multiple iterations of configuration, testing and training until both parties mutually agree on go -live readiness. At a high level, our methodology proceeds as follows: 0 nlysls Z 9uration Project Schedule Configure to Model Initial Training Data Cleansing and Fit/gapAnalysis Mapping Operating Model Fit Technical Designs Data Conversion Plan \A —11, C+ream. Implementation Methodology Operate1M.jjFft',, 4 D,piy 5 - Data Conversion Final Conversion Continuous End -to -end System Training Improvement User Testing Cutover Planning Managed Services User Training Go Live Upgrades 4. Agile Configuration Agile Testing Scripts Sprints for faster feedback loop User Acceptance Testing Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 28 • Solicitation 22-8022 Backflow Prevention Management Software Analysis The purpose of this phase is to gather the specific information needed to complete an initial configuration of SpryBackflow. SpryPoint implementation specialists will lead workshops together with the County's business process experts to make decisions around the configuration of SpryBackflow. SpryPoint will provide a Gap Analysis Report and other documentation for the County's review to ensure accuracy of the information gathered. These workshops will be focused on: Providing a refresher overview of the functionality in SpryBackflow, as well as a demonstration of how configuration and setup is performed. Discussing possible organizational changes that may result from implementing the new system. Conducting individual or group interviews to confirm current business processes, review standard configuration of the Backflow Solution in relation to these processes, and identify modifications or configuration changes that are needed. Some of the key areas to be discussed will include: • Data Conversion - determine the type and amount of data to be converted, how the data will be extracted, how the data will be mapped to the new data structures, any data cleansing that is expected, and the overall migration plan. • Interfaces - determine the type and amount of information to be exchanged, the method of exchanging the data, any special processing that is needed, and a schedule for delivery of both sides of the interfaces. • Enhancements - determine whether any enhancements are needed to support the County's business needs. • Customer Reports - review reports available in SpryBackflow and identify any additional reports which need to be created or modified to meet business needs. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 29 • Solicitation 22-8022 Backflow Prevention Management Software Configuration This phase involves the setup and configuration of SpryBackflow based on departmental needs. Security & Roles Based on the workshops and interviews during the earlier phases, SpryPoint and the County will jointly develop a security plan identifying roles, responsibilities, and access to the system. Security shall be identified for modules, tables, or data fields, as appropriate. Security setup and functions will be tested during User Acceptance Testing. SpryBackflow Configuration This phase involves the setup and configuration of the various modules as they are implemented. This includes configuring the various setup options of each module to meet the Client's operating requirements. SpryPoint Activities • Work together with the County to configure the solution based on customer input and information gathered during the gap analysis. • It is anticipated that multiple iterations of Configuration will be required. County Activities • Provide additional information as requested to ensure an accurate understanding of the functionality, as needed. Data Load A successful import of existing backflow assembly data is a major pillar to a successful implementation of the solution. To ensure the integrity of the data to be imported, SpryPoint's methodology provides for a multilayered series of audits and verifications. SpryPoint Activities • This will include a detailed mapping of data fields between the existing XC2 Backflow solution and SpryBackflow. • Identify any standard fields where data will be auto generated or predefined County Activities • Extract, cleanse and prepare existing backflow data. • Provide input into data mapping. • Assist in testing the converted data in the SpryPoint system Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 30 • Solicitation 22-8022 Backflow Prevention Management Software Interfaces & API's SpryBackflow 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 or timed integrations as well as event -driven integrations. SpryPoint will provide open API's for an integration with the County's CIS. SpryPoint will create functional and technical specifications for this interface and define the detailed design, technical approach, and the appropriate error handling if there are problems with the interface. In addition, SpryPoint can manage the building, testing, sandboxing, and signoff for production deployment and configuration. Control reports for the interface can also be created to validate the successful completion of the interface transactions. Deliverables • Configured software, including but not limited to screen layout, menus, user interfaces, system security, etc. • Ad hoc presentations to stakeholders, as needed • System Security Configuration • System setup document detailing configuration option selections, code table changes, and customized setup changes. • Data Import templates • Synchronized Data • Specification documents for all Modifications • Specification documents for all interfaces • Recommended Metrics and KPIs • Sign -off on screen layouts, popup menus, system security • Extracted Data cleansed and ready for import. • All existing process flows/maps that might apply to the customizations • Sample reports showing requirements • Answers to any technical, data, or functional questions needed by SpryPoint Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 31 Sol icitation 22-8022 Backflow Prevention Management Software areIEITraining Backflow Solution. From the end user's perspective, the mutual goal is to make the transition to the new system smooth, with a seamless, widespread adoption across all user levels regardless of function or computer experience. The bulk of the end -user training will be performed by SpryPoint staff, with the assistance of one or more of the County's functional resources during the Acceptance and Go Live phases. Training Approach Training users on a new system is critically important to the success of any software implementation project. One size does not fit all, as end -users often learn better using a multipronged approach. To address the diverse needs of system users, SpryPoint approaches training in several different ways: Training users on a new system is critically important to the success of any software implementation project. As such, SpryPoint approaches training in several different ways: • Classroom Training • Power User Training • Training Videos • Documentation • Live Webinars • Post Implementation Training Classroom Training Through classroom training, SpryPoint works with your users in a hands-on manner to ensure they not only understand the look, feel and navigation of the system, but also have the tools necessary to complete their day-to-day work. Training is catered to the job roles of the individuals in the classroom and is most effective when it is performed with your data. Power User Training Power user training is typically conducted in a classroom setting but is focused more on the administration and `power' roles within the application. This generally focuses on administrative tasks such as user administration and permissions. Power user training is generally attended by up to a handful of users at a utility. Training Videos As part of the subscription to SpryPoint solutions, users will have access training videos within the application. These training videos cover topics such as general navigation through more complex areas. Training videos are frequently updated and provide a great opportunity for both refresher training for existing employees and introductory training to new employees. Documentation Written documentation is available electronically within the system and covers the breadth of the system. Documentation may be printed by the County as needed. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 32 • Solicitation 22-8022 Backflow Prevention Management Software Live Webinars When new functionality and enhancements are released into the system, SpryPoint will host live webinars to inform and train our clients on how they may benefit from it. As the name implies, webinars are broadcast via the internet and are available at no charge to our customers. Post Implementation Training Once an organization is live on the new system, we believe that without follow up training, it is difficult to realize the full benefits of your investment. SpryPoint normally includes post implementation training to both cement the concepts taught in the initial training sessions, but also review the new business processes for improvement. This training is focused on increased proficiency and streamlining processes wherever appropriate. User Groups SpryPoint has yet to host an annual user group, although now that we have over 40 customers, we are planning our first annual user group for 2023. Reporting Training SpryPoint will work together with the County's during implementation to identify and develop all required reports during the implementation. Training on SpryPoint's ad -hoc reporting tool Meta -Base will be delivered during implementation to ensure that the County team has the skills required to create the reports required to optimize your business operation. Training Documentation Training Material available to end -users throughout the project include: • User Guides — Available for all products and can be provided electronically • In-App Help - Searchable and context -sensitive for quick and easy application assistance. • In-App Videos — Allows end -users to walk through key business processes • Interactive Tours - Interactive tours available for end -users and customers. • Training Documentation - Available for both end -user and system administrators. • Train the Trainer -Documentation to facilitate knowledge transfer from power users to end -users. Knowledge Transfer SpryPoint implementation specialists will supply the detailed knowledge of the applications and will lead the instruction with the County's resources attending to clarify any process or procedure questions specific to their environment. In addition to instructor lead training, the County's employees will have access to training videos included as part of the subscription. These training videos cover topics such as general navigation through more complex areas. Training videos are frequently updated and provide a great opportunity for both refresher training for existing employees and introductory training to new employees. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 33 • Solicitation 22-8022 Backflow Prevention Management Software TO;Prior to going live with SpryBackflow, SpryPoint will work together with the County to execute a comprehensive testing plan. SpryPoint's test plan will outline our testing approach, methods, and processes to be tested. SpryPoint delivers proven solutions to our customers. To ensure the success of our implementations there are several levels of testing throughout an implementation. SpryPoint's Testing Methodology is based on the following steps: Test Planning Fundamental to the testing methodology is a jointly developed detailed Functional Test Plan and Integrated Test Plan. Although the project plan provides an outline of functional and integrated testing for resource allocation and scheduling, detailed test plans must be developed before testing commences. These detailed plans provide a week -by -week outline of the major tasks and the resources responsible for them, formulating our roadmap. 2. Functional Testing The main purpose of the Functional Testing step is to establish that decisions made during the assembly phase of the project will be in line with the County's business requirements. Functional testing will take place on clean, controlled data. Functional Testing utilizes scripted scenarios based on industry best practice. Data is entered into the system and verified prior to the testing. This ensures the initial testing of the configuration decisions is on "clean" data. To facilitate functional testing, SpryPoint has developed several functional testing scenarios that utilize SpryBackflow functionality. The scenarios are broken into two categories: a. Primary Scenarios — These scenarios involve functionality relating to the core business processes of SpryBackflow. These primary scenarios perform the most common end -user and back -end functionality, such as move -ins, move -outs, billing, and collections. b. Secondary Scenarios — These scenarios involve testing a broader spectrum of functionality in SpryBackflow. These scenarios build on the functionality tested using the primary scenarios. 3. Integrated Testing The goal of Integrated Testing is to ensure that SpryBackflow is ready for production. SpryPoint's methodology recommends the following three fundamental principles to optimize both time and resources throughout Integrated Testing: • Recreate a realistic "production -like" environment. • Manage the focus and momentum of Integrated Testing. • Ensure all activities move the team toward our final goal — successful Go -Live. 4. User Acceptance Testing User Acceptance Testing verifies the operation of the full System in a "Day in the Life" format. This testing is in preparation for SpryBackflow use as the production system. Base functionality, modifications, interfaces, data conversion, and reporting will be tested to ensure SpryBackflow meets the County's requirements. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 34 • Solicitation 22-8022 Backflow Prevention Management Software 5. Performance Testing Performance Testing ensures that SpryBackflow and the software environment are properly configured to meet a production level of realistic data volume. In addition, SpryPoint Consultants will perform tests to ensure that all business processes are running within acceptable timeframes for production readiness. Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 35 I:E S ol icitation 22-8022 Backflow Prevention Management Software areutover utoincludes the system shutdown time when SpryBackflow is used to as the new system of record to manage the County's Backflow program. The County and SpryPoint will mutually decide whether all critical pieces are in place prior to moving the system over to production. This phase includes a production readiness evaluation, cutover planning, and any final end user training. The Production Readiness phase focuses on four critical areas: 1. Application Readiness - SpryPoint and the County will ensure that SpryBackflow is properly tested and ready for production. This will include all modifications, interfaces, and reports that are needed to run in full operations. 2. Data Readiness - SpryPoint and the County will work together to ensure that the data conversion is ready for operations. 3. Process Readiness - SpryPoint and the County will ensure that all business processes have been reviewed and that all business process-reengineering has been completed and ready for operations. 4. Resource Readiness - SpryPoint and the County will ensure that all the end -users are properly trained to deal with problem -solving during the business cycle upon operations. Post Implementation Optimization SpryPoint believes that rigorous post implementation support is required to ensure a successful transfer to SpryBackflow. We will provide the County with direct access to the implementation team personnel, before transitioning to our support team. The SpryPoint implementation team will work hand -in -hand with the County staff to ensure the systems are well understood and functioning properly. At the end of the Post -Implementation support, SpryPoint will coordinate a `handoff' to our support team. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 36 E1Solicitation 22-8022 Backflow Prevention Management Software Quality Assurance Plan SpryPoint's principal goal is to ensure that our service meet or exceed the County's expectations. To help achieve this goal SpryPoint actively utilizes a system of Quality Management. We define Quality Management as the continuous monitoring and application of quality processes in all aspects of the project. We believe that Quality is just as important as scope, schedule and budget when executing a project for our customers. SpryPoint will present the County with a Quality Management Plan (QMP) which defines all of the steps required to ensure that all project activities are in alignment with the County's goals. SpryPoint's plan is focused on continuous improvement of business processes and removing unnecessary barriers which may diminish satisfaction with the delivered service. SpryPoint's agile & iterative approach to implementation dictates that we focus on quality from day 1 until project completion. Within our Quality Management Plan, SpryPoint will work together with the County to identify metrics that define quality. Generally, the metrics are focused on quantifying quality related to the following: Functionality — Measuring how SpryPoint's Service performs in meeting the Functional Requirements of the County. Performance - How well SpryPoint's Service perform the beneficiaries intended use. Specific metrics related to efficiencies and reduction in time required to execute business processes. Consistency & Reliability - Measuring how SpryPoint's Service performs under normal conditions without unacceptable failures and ensuring that the Service is delivered consistently. Timelines - How the product or Service is delivered in time to solve the problems when its needed and not after, Completeness — Measuring the service vs. the scope of services as defined in the contract. Quality Assurance SpryPoint uses Quality Assurance based on data and testing to confirm that our Service meets the needs and expectations of the County. Using an agile and iterative approach throughout implementation, (QA) begins immediately upon configuration with a goal of identifying errors and defects as early in the project as possible. All Testing and QA audits are performed by SpryPoint implementation specialists with expertise in QA. Quality Control (QC) SpryPoint is constantly striving to improve quality. To improve control our QMP involves monitoring project outputs to determine if they meet the County's expectations. In addition, our internal measurement of Quality Control includes tracking project performance related to scope, budget and schedule. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 37 EPSolicitation 22-8022 Backflow Prevention Management Software Quality Improvement (QI) SpryPoint's goal is to continuously improve throughout the course of the implementation based on earlier mistakes and lessons learned. SpryPoint's focus on QI is also integrated throughout the entire project methodology through the redesign of business process starting in the Analysis phase. SpryPoint fosters a project environment where the team can learn from mistakes. We believe this approach allows the team to apply lessons learned on the next cycle without wasting effort or time assigning blame for previous errors. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 38 EPSolicitation 22-8022 Backflow Prevention Management Software Support and Warranty Managed Support Services SpryPoint's platform is built in the cloud to be delivered as a service; as such, there is no additional maintenance & support cost beyond the annual subscription fee. There are no operating system requirements and no need for any hardware. SpryPoint assumes responsibility for monitoring and optimizing performance. SpryPoint assumes responsibility for all deployment, updates, performance, and database tuning and support for all required interfaces. At SpryPoint, we support our customers with a team of functional individuals knowledgeable in all operational aspects of your SpryPoint application(s). The groups include members from our development and testing teams. Our support team will grow as our customer base grows. Production support begins at the end of the stabilization period the following go -live as outlined in terms of Service. Below is a summary of all activities and responsibilities associated with Application Support, Operational Support, and Technology & Infrastructure services. Application Support The table below describes the Application Support functions provided in the service and the responsibility assignment of each item. Item Responsibility •• SpryPoint Provide Tier 1 help desk support as the first point of Assist Lead application support Provide application. User password management including Assist Lead reset management as part of Tier support Attempt to resolve Tier 1 support calls using existing Assist Lead knowledge base Maintain and update the Tier 1 system Knowledge base Assist Lead Make determination to escalate Tier 1 issues to Tier 2 Assist Lead Service Request Management Provide technical and functional troubleshooting for Tier 1 Lead Assist issues Work with Client to determine if a support case is for new system functionality (change) or requires assistance (bug, Lead Assist incident) Provide a web -based system for support cases Lead Assist Provide support case tracking and reporting Lead Assist Work with client to resolve support cases Lead Assist Monitor, measure, and report on the status of support cases Lead Assist Provide analysis of recurring incidents and work to establish Lead Assist a resolution or work around for such incidents. Work with Client in reporting and resolving unplanned Lead Assist outages of any component or environment. Provide root cause feedback for all Severity Level 1 outages Lead Assist Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 39 ElSolicitation 22-8022 Backflow Prevention Item Management Software Responsibility SpryPoint Escalate issues as needed Lead Assist Promptly report outages and service interruptions Lead Assist Monitor and administer Client Environment Lead Assist Application Support Provide application support to the functional process owners Assist Lead Address functional issues and questions involving "how to" Assist Lead raised by end -users Work with departments to leverage software to streamline Assist Lead business processes Assist with system functionality and process flow questions Lead Assist for software and reports Provide on -site functional support for first time processing of Assist Lead critical client business processes Focused functional process support (i.e., end of year Assist Lead processing) Maintain application releases within X releases of the current software in the production environment Lead Assist in reporting product issues to software vendor support and obtaining resolution Assist Lead Provide object management support Lead Assist Provide availability management and support Lead Assist Provide maintenance and support for all custom and Lead Assist standard interfaces Provide maintenance and support for all forms Lead Assist Provide maintenance and support for all custom and Lead Assist standard reports Provide batch program maintenance and support Lead Assist Develop, manage and maintain application workflows Lead Assist Provide functional testing support Assist Lead Perform installation of required application software Lead Provide post -installation verification testing of required Lead software Generate and analyze customer satisfaction surveys related Lead to application maintenance and support Provide maintenance and support of any ETL services Lead Security Administration Provide application security maintenance and administration Lead Assist Conduct user access management and review Assist Lead Perform security patch management Assist Lead Perform Antivirus Management Assist Lead Participate in and provide support for application and general Lead Assist control reviews. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 40 • Solicitation 22-8022 Backflow Prevention Management Software Operational Support Technology Infrastructure Services The table below describes the Operational Support functions provided in the service and the responsibility assignment of each item. Item Responsibility SpryPoint Review and resolve technical issues with the system Lead Assist Assist with system debugging and issue resolution Lead Assist Resolve system technical issues with batch programs, Lead Assist reports, workflows, etc. Answer technical questions for day-to-day maintenance Lead Assist Perform system administration Lead Assist Provide system monitoring and tuning Lead Assist Provide system capacity planning Lead Assist Provide storage capacity planning Lead Assist Provide network capacity planning Lead Assist Provide network capacity planning Lead Assist Provide workload management and support Lead Assist Perform infrastructure maintenance and support Lead Assist Manage the testing of all application and system changes Lead Assist prior to applying to production Perform operating system patching and updates/service Lead Assist packs (servers and other system components) Perform system software patching and updates/service packs (server) Assist Lead Perform system patching and updates/service packs (desktop) Assist Lead Provide change bundling analysis to reduce the frequency Lead Assist and length of time required to apply changes Provide a back -out plan for changes to the various Lead Assist environments Apply object updates Lead Assist Apply code patches for application software Lead Implement minor technology updates Lead Assist Provide system maintenance scheduling and coordination Lead Report system outages and service interruptions Lead Perform antivirus management (server) Lead Assist Perform object migrations Lead Assist Provide infrastructure monitoring and alerting Lead Manage printer services Assist Lead Monitor and manage printer queues for dedicated ERP Assist Lead printers Provide environment set-up, maintenance, and support to include the following environments: Production Lead Test Lead Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 41 • Solicitation 22-8022 Backflow Prevention Management Software Technology Infrastructure Services The table below describes the Technology Infrastructure functions provided in the service and the responsibility assignment of each item. Item Responsibility yPoint 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 balancing to redirect traffic, multi -zone databases, auto- Lead N/A scaling instances based on application and processing load Provide for secure transmission of data being stored and/or Lead N/A archived Provide toll -free support line. I Lead I N/A Database ..- - 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 Provide guidance to Client on release planning Lead Assist Assess impacts of new releases to the environment Lead Assist Perform Client -requested periodic refreshes of the non - production environments from the production environment Lead Assist 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 Requests an enhancement/change in Assist Lead functionality/modification Classify enhancement/change in functionality/modification Lead Assist Provide an estimate for enhancement/change in Lead Assist functionality/modification Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 42 • Solicitation 22-8022 Backflow Prevention Management Software Provide written approval for enhancement/change in Lead functions I ity/modification 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 ..- - Monitor system performance Lead N/A Monitor application performance Lead N/A Monitor batch job performance Lead Assist Analyze performance related incidents to identify factors Lead Assist impacting performance Work with Client infrastructure area to ensure that network Lead Assist connectivity and bandwidth requirements are being satisfied. Collect and provide or provide access to metrics and Lead Assist compliance reports on agreed upon aspects of the service. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 43 • Solicitation 22-8022 Backflow Prevention Management Software Help Desk WfAt SpryPoint, all customers receive unlimited support through phone, email, and our support portal. Our support queue is actively monitored, and issues triaged during the following hours, Monday through Friday (excluding Federal statutory holidays): Eastern Standard Time: Sam — 8pm After-hours, on -call support is also available when requested by our clients. This additional service provides an extra layer of support when you're migrating, updating, or upgrading integrated line of business applications. After-hours, on -call support rates are negotiated on a project -by -project basis. SpryPoint will use commercially reasonable efforts to make our Services available with an uptime percentage of at least 99.5%. Severity Example of Severity Level Response Level Ta.- 1 Application is down or high numbers of users are unable to 1 Hour perform normal tasks System is down Unable to bill Critical work stoppage 2 Significant performance issues that limit application usability 2 Hours Multi -account issue Bug — impacting performance 3 Application issue that can be worked around but is impacting 4 Hours your efficient use of the system Single account issue Feature request Non-performance impacting bug 4 Questions on configuration or functionality 8 Hours How Do I...? General inquiries 5 Enhancement requests 16 Hours Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 44 U O Q Z LL a) C O Q kn O u a) 0�1 u Ln c Ln i fl_ N O N Q O u C o 0 U @ s Q m 7 a a E 0 .6 0 U @ O C d L c o 0 a d w U y `m a N �. ` m n N p `m 3 a ° 6 @ X Y m T C O C C O C C O C C O @ d c C T C T C T E° £ L X N C C C O O Y 3 m O! N aL+ C m N u @ 3 u @ u @ u @ M N N m C O V C O U C 0 U yO.i .@. 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E N a a) V m 0 U m c c-E m 01 C_ > U m C N N U N C L 3 m U °i L a) a U m a/ ac ai E,. °1ou� c ai N6 O m d p •,mm�' c c�3`o 6 _ ca��E�o c p muNi • m m — _ c o v' 3? y 0 m y 3 m E a 3 O@ V ` '� v I L t U �° '- �` i a) r a a) Uc cNio 'o 3c„y cCr Nm3:oom c39 Yo cy ��0@ �'o cy��a O m u j u O y a+ m V j V o c o O o y 'c o w 0 u 'c d a o c ui a, a > � O .m o a,w '� N V > -0 o o u '-^ m 0 0 E .� m 3 a E N 3 o r Y E N.> d a 'o U ° E o 'o N m N O C y 9 a) O. a u�-0 OF�nN�00 OFva'iQ�Oo Q 3 1' m V 0 W LL (9 Q m V a W LL (D d 0 0 0 0 0 0 0 0 0 0 ro a a 0 0 0(R(q 0 IR -j cV M M 7 ^ ^ tN) to to to H1 co V1 tR v1 to to to ,1- N lD l0 N [0 W l9 O O N � n a) 0 0 a) a) a) a) 0 a) a) N t O O O O O O O O O O O M M M M M M M M M M M cal N N N cV cV N cV N cV N QQFi N (9 (O M O V V V V W N M" n v 01 G N N N a M M M M M M M M M M M N N N cV N cV N cV N cV N C C C C C C Q Q Q Q T QQQ� OI O1 O1 O M M M M N OO O O O N O O O Nn U O LL Z a) O a y a) o! c 0 V a) It Collier County Response FINAL.docx El Example of Work Erie Water Works' SpryBackflow Implementation Erie Water Works awarded SpryPoint the opportunity to bring innovation to their cross connections program. Through the help off our in-house implementation team, we were able to provide and create the following improvements to their systems. SpryPoint successfully expanded all fields used for filtering, sorting, and reporting on data (service types, device types, hazard level, customer status, location status). We then added the ability to have multiple contacts per customer or location. This included phone number extensions for business numbers. For internal efficiency, SpryPoint added the ability for Utility Admins to mass -approve backflow tests. To reduce paperwork SpryPoint provided the modern functionality to upload Master Plumber Certification documentation. Erie Water Works required Assembly Rebuild functionality which essentially consisted of creating the ability to track rebuild year of assembly. This was a requirement for Testers to complete assembly rebuilds during backflow tests. The utility had all testers register each year for an internal utility certified license which was required by all testers to submit tests. We added the ability for Utility Admins to add that license number to the Testers profile and made it so Testers could download a PDF copy of the License in case a customer requested it. Morgantown Utility Board's SpryBackflow Implementation Morgantown Utility Board (MUB) provides services to over 100,000 residential customers and is the largest municipal water utility in West Virginia. MUB is a long-time customer of SpryPoint and uses the following SpryPoint solutions: SpryMobile - Mobile Field Service SpryBackflow — Cross Connection Control SpryPoint has collaborated very closely with the team at MUB and acted as a development partner in designing, developing, implementing, and commercializing the SpryBackflow — Cross Connection Control Solution. Requiring significant development to support their unique needs around backflow compliance and cross connection control SpryPoint was selected to assist. SpryBackflow was developed to track thousands of field installed devices, test due dates, permits, certified tester data, and a portal to submit test information. The efficiencies SpryBackflow continues to provide has made MUB's organization agile and more effective. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 47 Solici tation 22-8022 Backflow Prevention Management Software areIEPTACS Form We have included our TACS form as an additional attachment along with our submission Confidential I Copyright © 2022 SpryPoint Services Inc. 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Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 49 • Solicitation 22-8022 Backflow Prevention Cost of Services Management Software to the County Proposal Form to be Submitted by the Vendor Software Unit Per Unit Cost Total Year Cost Cross Connection Control Tester Software up to twenty users. Unlimited Users 0 0 included in SaaS fee Cross Connection Software for additional users Unlimited Users $0 $0 included in SaaS fee Annual costs to allow customers to provide test reports through system. Included in 0 Free SaaS Fee Software — Hosting Costs 65,000 1.00 $65,000 Other Cost - cost not identified above that are integral to the software. None 0 $0 Software Subtotal $65,000 1 Implementation Plan Total Cost Direct Costs 30,000 Data Acquisition and Conversion Costs 3,200 Training Costs 3,200 Travel Expenses 0 Other Cost - cost not identified above that are integral to the implementation. To - Implementation Subtotal 36,400 Support and Warranty - Maintenance, Support, and Upgrade cost after one (1) year Per Year Cost Maintenance Support Included in Annual SaaS fee above Technical Support Included in Annual SaaS fee above Product Upgrades Included in Annual SaaS fee above Other Cost - cost not identified above that are integral to support and warranty. Included in Annual SaaS fee above Support and Warranty Subtotal 0 Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 50 61 Pricing Summary :Ti7 �o Collier County, FL Notes 1. All Spry Point solutions are delivered in the cloud and little to no hardware is required. 2. SpryBackflow is priced at $1.00 per Testable Assembly per year and includes 65,000 assemblies. 3. SpryBackflow includes unlimited Users. 4. There are no Test Submittal or Payment Processing Transactional Fees with SpryBackflow. 4. Inbound/Outbound SMS Messages will be billed at $.02 cents per message sent. 5. Outbound Voice is billed at $.03 per minute. 5. If travel is required, expenses will be billed as incurred. 6. Payment Terms are net 30 days. EPSolicitation 22-8022 Backflow Prevention Management Software 5 Year Total Cost of Operation SpryPeint Year 7 Year 2 Year 3 Year 4 Year 5 SpryBackflow $ 65.000 $ 68.250 $ 71,663 $ 75.246 $ 79.008 Total $ 66,000 $ 68,250 $ 71.663 $ 75,246 $ 79,008 Implementation Year 1 Year 2 Year 3 Year 4 Year 5 Project Manaqement $ 4,800 $ - $ - $ - $ - Deploy $ 400 $ - $ - $ - $ - Analysis $ 2,400 $ - $ - $ - $ Data Irnpor[Assistance $ 3,200 $ - $ - $ - $ - Configuration $ 14,400 $ - $ - $ - $ - Training $ 3,200 $ - $ - $ - $ - Testing $ 3,200 $ - $ - $ - $ - Cutover $ 1,600 $ $ $ $ Total $ 36,400 $ $ - $ $ Year t Year 2 Year 3 Year 4 Year 5 Hardware Included Included Upgrades & Ongoing Support Included Included Tota Included Included Included Included Included Included Included Included Included Included Included Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 52 •)Experience Solicitation 22-8022 Backflow Prevention Management Software and Capacity of the Firm Qualifications of Firm Company Background Company Company Headquarters 401-45 Queen St, Information Charlottetown, PE C1A 4A4 Complete list of products SpryCIS — Customer Information System provided by the Vendor SpryEngage — Customer Engagement Platform SpryMobile — Mobile Field Service SpryMobile - Work Orders & Asset Management SpryFiber — Broadband Demand Aggregation SpryBackflow — Cross Connection Control SpryGIDR — Grid Interactive Demand Response SpryIDM — Interval Data Management Financial History Available upon shortlist Percentage of Public Sector 98.0% Clients Number of Years in Public 11 years. Sector Software Total number of Clients 40 Clients. Total number of Employees 77 full time employees (Include the chart below for Employee Breakdown) Most Utility Billing and Customer Information Systems currently available in the market are built on legacy technology and over 25 years old. The needs of utilities have changed immensely in the last 25 years. SpryPoint was founded in 2011 on the premise that utilities are in a great position to leverage new technological advances. Our team provides solutions to help utilities optimize both Customer Service and Operations. SpryPoint is privately owned and managed by its founders. SpryPoint has a narrow focus on only engaging in projects which challenge us to be innovative while at the same time being confident that we can deliver results that rise above the expectations for our clients and partners. Our team has a proven track record of delivering effective solutions to utilities across North America. SpryPoint provides Smart Solutions for Smart Utilities. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 53 So licitation 22-8022 Backflow Prevention Management Software are1EICustomer Map m4w low ,� AQUATERA 0r )` smj w„ F CEDAR FALLS UnE mEs OMU MAXV WCOOPATER ERATIVE, INC. A Leke�,oM uakl �=11 INEI D s Q(?(V 11 H G E tz (HARLOTf[TOWN whip city fiber g_W Ne ro«« sertex RMLD VA PGH60 ' '"AN U ILITIES1 Bo© Springs C� FPUA Utilities, Inc .. "M� -.. Aquatera Utilities Grand Prairie, AB SpryCIS SpryEngage SpryMobile — Field Service I Aurora Water Block Island Bonita Springs Cedar Falls Utilities Chicopee Electric Lig Department Aurora, CO, USA Block Island, RI, Bonita Springs, FL, USA Cedar Falls, IA, USA icopee, SpryCIS SpryEngage SpryMobile Field Service SpryBackflow SpryFiber SpryMobile Field Service SpryMobile Field Service SpryMobile Field Service Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 54 Solicitation 22-8022 Backflow Prevention Management Software El SpryFiber Akron, OH, USA SpryCIS City of Akron SpryEngage SpryMobile City of Charlottetown Charlottetown, PE, Canada SpryEngage City of Fairmont Fairmont, WV, USA SpryCIS, SpryEngage SpryMobile Summerside, PEI, Canada SpryCIS City of Summerside SpryEngage SpryMobile Lakewood, CO, USA SpryCIS Consolidated Mutual Water Company SpryEngage SpryMobile East Palo Alto, CA, USA SpryCIS East Palo Alto (Veolia) SpryMobile Field Service Easton Utilities Commission Easton, MD, USA SpryMobile Field Service SpryMobile WAMS Erie Water Works Erie, PA, USA SpryBackflow Florida Keys Aqueduct Marathon, FL, USA SpryMobile Field Service Authority SpryEngage SpryMobile Field Service Fort Pierce Utility Authority Fort Pierce, FL, USA Holland BPW Holland, MI, USA SpryFiber Holyoke Gas & Electric Jamestown BPU Lakefront Utility Services Inc. Holyoke, MA, USA SpryEngage Jamestown, NY, USA ourg, ON, Canada SpryEngage SpryMobile Field Service SpryMobile WAMS SpryMobile WAMS Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved ElSolicitation 22-8022 Backflow Prevention Management Software Mesa Water District Costa Mesa, CA, USA Morgantown Utility Board Morgantown, WV, US, NB Power Newnan Utilities Fredericton, NB, Canada SpryMobile Field Service, SpryEngage SpryMobile Field Service SpryBackflow SpryAlert Newnan, GA, USA SpryMobile Field Service North Perry Avenue Water Bremerton, WA, USA District. Owensboro Municipal Utilities Pittsburgh Water and Sewer Authority Prince Edward County Reading Municipal Light Department Sertex LLC South Hadley Electric Light Department Owensboro, KY, USA Pittsburgh, PA, USA Prince Edward County, ON, Canada Reading, MA, USA Northeastern Region of USA South Hadley, MA, USA Taunton Municipal Light Taunton, MA, USA Department Town of Marana Marana, AZ, USA SpryBackflow SpryMobile Field Service SpryMobile - WAMS SpryMobile Field Service SpryMobile WAMS SpryBackflow SpryMobile WAMS SpryMobile Field Service SpryEngage SpryMobile WAMS SpryMobile Field Service SpryMobile Field Service SpryFiber SpryFiber SpryCIS SpryEngage SpryMobile — Field Service Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved • Solicitation 22-8022 Backflow Prevention Management Software Town of Oro Valley Oro Valley, AZ, USA and Nower I Spokane, Walnut Valley Water Walnut Valley, CA, USA District eld Gas + Electric I Westfield, MA, Veolia p U ty Fiber I westtieid, SpryCIS SpryEngage SpryMobile — Field Service SpryEngage SpryMobile Field Service SpryEngage SpryMobile Field Service SpryMobile WAMS , bprytngage Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 57 •)Ownership Solicitation 22-8022 Backflow Prevention Management Software Structure Ryan Cawley Keir Pollard Kevin Clancey Ryan has an extensive background with over 20 years of experience in Finance and Enterprise Software Sales. He started his career in the utility software industry in 2008 as an Account Executive selling Enterprise Resource Management (ERP) and Customer Information Systems. He quickly rose to become a Vice President at Cogsdale, a division of Harris Computer Systems. At Cogsdale, Ryan led and closed several notable CIS contracts, including the City of Chesapeake, VA, Pittsburgh Water and Sewer Authority, and Sewerage and Water Board of New Orleans. Since joining SpryPoint in 2016, Ryan has assumed responsibility for all business development, partnership, and market expansion strategies. Ryan is considered a market expert concerning Customer Information Systems. He works closely with prospective customers to build strong business cases for SpryPoint's Solutions. Keir has worked on enterprise software and information systems for utilities for his entire career. Keir started his career in 1997 at NB Power's Energy Control Center as a software developer on the utility's SCADA and industrial billing solutions. In 2000, Keir joined Cogsdale in a hybrid role to develop and implement enterprise utility technology. While at Cogsdale, Keir architected and built Cogsdale's Construction Management System. In 2007, Keir moved to Cogsdale's business development team, where he was chief evangelist for Cogsdale's Customer Information System and Work Management Solution (WMS). Leveraging the experience of a career spanning utility systems and software implementation, Keir honed the technical marketing tools of Cogsdale and demonstrated solutions constantly to prospective customers and provided technical education to user groups and conferences. In 2011, Keir co-founded SpryPoint to build cloud -based services for utilities. He prototyped, architected, and designed SpryCIS for customer care and billing, SpryMobile for mobile workforce management, and SpryEngage for customer experience. As a Managing Partner, Keir is building a company poised for growth based on an unwavering commitment to a joyous customer experience. Kevin has a successful career of over 20 years, building growth technology companies in the utility marketplace. Kevin has a strong finance and marketing background, including an MBA in Finance and International Marketing. Kevin started his career in telecommunications, working in several roles in Canada and the US in Finance and Marketing. After nine years at Nortel Networks, Kevin entered the utility software industry in 2001 with Cogsdale Corporation. Kevin helped Cogsdale expand a team of 12 employees to 120, leading the company as VP of Business Development. Kevin oversaw more than 100 utility contracts over 11 years and was responsible for the marketing, sales, partnerships, and strategic direction at Cogsdale. In 2013, Kevin joined Itineris to introduce their utility software solutions to the US market. He successfully signed contracts for the Itineris CIS solution with Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 58 • Solicitation 22-8022 Backflow Prevention Management Software some of the largest municipal utilities in the US, including New York City DEP, the City of Baltimore, and the Boston Water and Sewer Commission. During this time, the US Itineris team went from a start-up to a team of over 100 employees. Kevin joined SpryPoint in 2019 as a Managing Partner. Kevin uses the lessons learned from his experience in the utility industry and SpryPoint's technology to enable smarter. With a diverse background in product management, project management, and consulting for utilities and municipalities, Kyle brings an eclectic mix of experience to his role as Managing Partner at SpryPoint. �zir�Now into his second decade working exclusively in the utility software Kyle Strang sector, Kyle shepherds many of SpryPoint's enterprise system implementations. From Mobile Field Services and Mobile Work to SpryPoint's Customer Engagement platform, Kyle works with our utility partners to deliver innovative projects that provide value to our utility partners and their customers. At SpryPoint, Kyle serves as Chief Financial Officer and Chief Operational Officer and leads the product development and customer success departments. Kyle has an MBA and CPA designation, specializing in managerial accounting. Kyle is a member of the Chartered Professional Accountants of Canada. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 59 • Solicitation 22-8022 Backflow Prevention Management Software Financial Information As a privately held company, SpryPoint is willing to disclose additional financial information upon shortlist. Regarding our long-term stability, please note the following: • SpryPoint is managed on a day-to-day basis by the owners of the firm. • SpryPoint has been profitable every year since our inception in 2011. • SpryPoint carries a minimal amount of debt yet has an increasing amount of borrowing potential - both in borrowing against receivables as well as borrowing against our growing annual recurring revenue stream. • SpryPoint is currently tracking towards revenue growth in 2022 of 150% • Despite regular overtures from outside parties, SpryPoint has declined to raise outside capital and chosen to grow the firm organically. We have successfully built up a clientele of over 40 local governments and utilities. While this strategy may have led to a more deliberate and conservative growth path, it has allowed our team to validate product -market fit and focus on customer success. • SpryPoint Services has a Dunn & Bradstreet number of 257458112 Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 60 EPSolicitation 22-8022 Backflow Prevention Management Software References We have included our Form 5 in the Required Form Section below. City of Aurora, CO Number of Accounts Services Billed Date Backflow System is going live ustomer contact: Customer phone number: Customer email address elivery Mode System which Solution Replaced SpryPoint Products Used 90,000 Water, Sewer & Stormwater May 2022 Paula Schlegel Water Service Supervisor 303.326.8111 Pschlege@auroragov.org re as a Service XC2 SpryCIS — Customer Information System SpryMobile — Mobile Field Service SpryEngage — Customer Engagement Platform SpryBackflow — Cross Connection Control Aurora Water selected SpryPoint to implement the following solutions after a highly competitive bid process which included 15 bids Aurora Water bills 90,000 Water, Wastewater and Stormwater customers. They are currently deploying Badger Beacon for AMI and are also in the process of implementing Workday for ERP. The City is already live on SpryBackflow for Cross Connection control. 41k Michael Valdiris Director - Customer Service "The City undertook a very careful evaluation of over 15 bids prior to selecting SpryPoint for a new cloud -based CIS. We are very excited about their cutting -edge cloud platform but ultimately it was the experience of the SpryPoint team that took y us over the top" UR o4 Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 61 •),Morgantown Solicitation 22-8022 Backflow Prevention Management Software Utility Board Customer- ... Number of Accounts 30,000 Services Billed Date System went live Customer contact: Customer phone number: Customer email address Delivery Model System which Solution Replaced SpryPoint Products Used Water, Sewer, Stormwater 2017 Chip Royce (304) 292-8443 croycel@mub.com Software as a Service (SaaS) Cogsdale • SpryMobile - Mobile Field Service • SpryBackflow — Cross Connection Control Morgantown Utility Board (MUB) provides services to over customers and is the largest municipal water utility in West Virginia customer of SpryPoint and uses the following SpryPoint solutions: SpryMobile - Mobile Field Service 100,000 residential . MUB is a long-time • SpryBackflow — Cross Connection Control SpryPoint has collaborated very closely with the team at MUB and acted as a development partner in designing, developing, implementing, and commercializing the SpryBackflow — Cross Connection Control Solution. Chip Royce Manager - Customer & Information services V111,MORGANTOWN 1116, UTILITY BOARD CLIENT TESTIMONIALS Morgantown Utility Board has been working with Sprypoint and using SpryMobile for six years and wouldn't have it any other way. Not only are SpryPoint products timesavers but SpryPoint staff are extremely responsive to our needs, including our input into enhanced product development. In fact, when we required significant development to support a our unique needs around our Backflow Compliance and Cross Connection program we immediately turned to SpryPoint. The robust system they developed tracks thousands of field installed devices, test due dates for these devices, permits certified testers to enter test information online, and provides internal and external notices. The efficiencies SpryMobile and SpryBackflow have made across this program and other areas of our organization are absolutely astonishing. We find SpryPoint solutions to be extremely intuitive and their staff wonderful to work with. We couldn't be happier. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 62 EPSolicitation 22-8022 Backflow Prevention Management Software North Perry Avenue Water District Number of Accounts Services Billed Date System is going live Customer contact: Customer phone number: Customer email address Delivery Model System which Solution Replaced 20,000 Water Courtney Little (360) 373-9508 ext211 c.little@northperrywd.org Software as a Service (SaaS) XC2 SpryPoint Products Used SpryBackflow — Cross Connection Control North Perry Avenue Water District provides services 20000 residential customers and uses SpryBackflow — Cross Connection Control 4D Courtney Little Cross Connection Supervisor SpryPoint's team has been extremely supportive of our needs and concerns which has made the transition to SpryBackflow painless. I can not envision another company offering support any better or of this quality. Thank you to all who have been involved! ��QERRY,9` z ry 9TFR DIS��\G Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 63 ElSolicitation 22-8022 Backflow Prevention Management Software Erie Water Works Number of Accounts 75,000 Services Billed Water Date System is going live 2019 Customer contact: Tamura Squire Customer phone number: 814-870-8000 ext 207 Customer email address tsquire@eriewaterworks.org Delivery Model Software as a Service (SaaS) System which Solution Replaced Custom Solution SarvPoint Products Used SprvBackflow --Cross Connection Control Erie Water Works was implementing the SpryBackflow application to track their customers and locations with installed backflow devices, maintain information on the licensed backflow plumbers. They were also using SpryBackflow to track and send reminder letters. EWW uses the following SpryPoint products: • SpryBackflow — Cross Connections Control Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 64 EISolicitation 22-8022 Backflow Prevention Management Software Specialized Expertise of Team Members Project Team The SpryPoint and County Project Manager shall be jointly responsible for project management activities, including planning and execution, the delivery of change management, and project communications throughout the project. However, the SpryPoint Project Manager is ultimately accountable for the project and retains the responsibility of ensuring that day-to-day project decisions are made according to the project schedule. The County Project Manager will hold SpryPoint's Project Manager and assigned resources accountable for the quality of services delivered, meeting the functional requirements, costs, and project timelines. The Project Managers' overall management objective will be to quickly establish an effective project office, leveraging established SpryPoint's methods, templates, and tools, while working within the County's project management framework to provide an effective and efficient management structure. SpryPoint encourages a defined governance structure which provides a valuable framework for making project -related decisions. The efficacy of a governance structure can directly affect the project's ability to remain on schedule, in scope, and within budget. Having staff in the proper roles and providing each stakeholder group with an appropriate balance of oversight and autonomy can prepare a solid foundation on which to make well- informed decisions in a timely and cost-effective manner while considering all available options. SpryPoint Project Team Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 65 re7lSolicitation 22-8022 Backflow Prevention Management Software SpryPoint Named Description Project Resource Role of tota Backflow Aidan Aidan will lead all implementation of the 100% Implementation Tremblett SpryBackflow solution and will also Specialist serve as the lead on Data Conversion from the County's legacy System. In addition, he will serve as the reporting and dashboard specialist will work together to ensure that all reporting needs of the County are met. Their activities will include: • Reviewing existing reports and identifying gaps or redundant reports. • Review the new Reporting functionalities of the Solution with the County. • Creating Custom Reports as defined in the Analysis phase. • Creating Executive Dashboards by Department as defined in the Analysis phase. • Testing of all reports and dashboards. Technical Lead Ashley As interfaces or system modifications 10% Patterson will be required, our development team will be engaged to design and implement the contracted changes to the system. The technical lead will also provide system administration assistance and perform regular system optimization and performance tuning during the implementation process. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 66 EPSolicitation 22-8022 Backflow Prevention Management Software Resumes Judy Wells, PMP Vice President, Service Delivery SMART SOLUTIONS FOR SMART UTILITIES SpryPoint n P R O F I L E Judy has been providing software solutions to the public sector industry for fifteen years. During this time she had the opportunity to work in various departments including development, profesional services, and business development. Judy excels when it comes to leading professional services teams. Under Judy's leadership, service delivery teams follow internal processess and industry best practices to guide customers through implementations. As Vice President of Service Delivery for SpryPoint, Judy is responsible for the team that provides implementation, training, testing, data conversion, and cutover support for our customers. EMPLOYMENT HISTORY June 2021 - Present - SpryPoint Solutions, Inc., Charlottetown, PE Vice President, Service Delivery • Responsible for overall delivery of all aspects of implementation of products. • Works with clients to streamline businesses processes, using leading edge technology and industry best practices. • Provide overall strategic directions for Service Delivery Team • Act as a Excutive Sponsor and provide project oversite • Ensure SpryPoint resources have required tools to support our clients • Ensure clients satisfaction for implementationt January 2007 - June 2021 - Cogsdale Company, Inc., Charlottetown, PE Vice President Professional Services • Maintained complete P&L responsibility for the professional services group including forecasting, recognition of service and license revenue, overall growth and EBITA, 3rd party revenue, & departmental costs. • Provided leadership and strategic direction to professional services team. • Acted as a senior point of escalation for customer issues. Additional Roles • Director Professional Services • Manager of Implementation and Project Managemetn • Existing Customer Account Executive • Project Manager • Technical Writer/Sofware Designer EDUCATION & DESIGNATION 2002 - Project Management Professional/PMP, Project Management Institute/PM I 2001- Humber College, Project Management Certificate Program. 1996 - Radio College of Canada/RCC - Electronic Technican Project References Continued... Page 1 of 2 Confidential / Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 67 Solicitation 22-8022 Backflow Prevention Management Software El SpryPoint CO-)' PROJECT REFERENCES Company Florida Keys Aqueduct Authority Name: 1100 Kennedy Drive, Key West, FL 33040 Jennifer Fernandez Applications Support / Database Analyst jernandez@fkaa.com Description of In 2021, FKAA engaged SpryPoint to implement our SpryEngage Project: Customer Engagement Portal software. Jennifer was the lead contact for FKAA and oversaw all elements of the implementation. Project Role: Judy was the Project Manager for the implementation project working in concert with other members of the SpryEngage implementation and configuration teams. The project scope was clearly articulated, documented and approved after completion of the gap analysis. SMART SOLUTIONS FOR SMART UTILITIES Page 2 of 2 Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 68 Solicitation 22-8022 Backflow Prevention Management Software El SpryPoint n PROFILE Tim has a wide breadth of experience in both the project and change management with both large and medium-sized organizations. He has worked within teams of Global Change Programs, been the lead Project Manager for complex local projects, and also led the creation and embedding of project management functions within several organizations. Tim has played key roles in successful delivery of major projects for over 10 years, including the recent delivery of implementation and consulting projects in the utilities industry. Tim MacEachern Project Manager EMPLOYMENT HISTORY February 2020 - Present - SpryPoint Solutions, Inc., Charlottetown, PE SR. Project Manager / Head of PMO • Leading Project Management of key implementation projects. • Creating and implementing new processes and a formalized PMO. 902-200-8028 November 2012 - Septemeber 2019 - Found Network Inc. ® tmaceachern@sprypoint.com Co-founder Tim MacEachern Founder of a technology startup offering a new locating network solving many of the inherent problems with current locating technologies available on the market. O sprypoint.com Participated in a four -month intensive startup accelerator program. Built and led a fully distributed, remote team. October 2013 - July 2014 - Aspin Kemp and Associates, PEI, Canada January 2011 - June 2012 - Johnson Inc. O EDUCATION & DESIGNATION 2004 - Saint Mary's University, Master of Business Administration 2000 - University of Prince Edward Island, Bachelor of Business Administration Project References Continued... SMART SOLUTIONS Page 1 of 2 FOR SMART UTILITIES Confidential I Copyright @ 2022 SpryPoint Services Inc. All Rights Reserved 69 Solicitation 22-8022 Backflow Prevention Management Software El SpryPoint 0 PROJECT REFERENCES Company Mesa Water District Name: 1965 Placentia Avenue Costa Mesa, CA 92627 Kurt Lind General Manager Applications Support / Database Analyst MESA Water have been a long-standing customer of SpryPoint Description of and have used SpryPoint's consulting services to support Project: continued maintenance of existing MESA Water systems. In addition, Mesa Water have implemented SpryMobile Field Service and SpryEngage Customer Engagement platforms. Project Role: Tim in his role as Project Manager and PMO has led both product implementations for Mesa Water as well as the coordination of all consulting activity for MESA Water since April 2020. Clear communication and identification of deliverables have led to successful completion of multiple consulting deliverables Company Name: Florida Keys Aqueduct Authority 1100 Kennedy Drive, Key West, FL 33040 Jennifer Fernandez Applications Support / Database Analyst jernandez@fkaa.com Description of In 2020, FKAA engaged SpryPoint to implement our SpryMobile Project: Field Service software. Jennifer was the lead contact for FKAA and oversaw all elements of the implementation. Tim was the Project Manager for the implementation project Project Role: working in concert with other members of the SpryMobile implementation and configuration teams. The project scope was clearly articulated, documented and approved after completion of the gap analysis. Implementation proceeded with regular project meetings, updates, and successfully launched on schedule and on budget. SMART SOLUTIONS FOR SMART UTILITIES Page 2 of 2 Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 70 Solicitation 22-8022 Backflow Prevention Management Software El SpryPoint n PROFILE Aidan has been involved in projects on all of the SpryPoint products. He does everything from copying, mapping and importing the client data into the SpryPoint product database, configuring the product to meet client's requirements, requests and business processes. Aldan has also trained users on how to effectively use the product in their daily work and has supported the clients after the product is live and being used daily. AidanTremblett,M.Sc. EMPLOYMENT HISTORY Software Implementation Specialist September 2019 - Present - SpryPoint Solutions, Inc., Charlottetown, PE Reporting and Analytics Specialist • Support clients with all SpryPoint products. • Clean up and migrate client data into SpryPoint products and verify data integrity. • Work with clients to determine requirements and business processes 902-626-7724 and configure the applications to fit the client's needs. • Train end -users on the functionality and use of the applications ® ATremblett@sprypoint.com September 2017 -August 2019 -Memorial University of Newfoundland Physics On AidanTremblett Dept. Graduate Research Assistant l� sprypoint.com Worked on a large biophysics' computer simulation program. Rewrote the program to optimize the algorithm and increase efficiency. • Ran thousands of simulations at a time on high-performance computer clusters. • Performed data analysis on large datasets. September 2017 - August 2019 - Memorial University of Newfoundland Physics Dept. January 2014 - April 2017 - University of Prince Edward Island Physics Dept. April 2014 - September 2019 - Maritime Electric - Charlottetown, PEI EDUCATION & DESIGNATION 4P 2019 - Memorial University of Newfoundland - Master of Science, Physics 2017 - University of Prince Edward Island - Bachelor of Science Project References Continued... SMART SOLUTIONS Page 1 of 2 FOR SMART UTILITIES Confidential I Copyright @ 2022 SpryPoint Services Inc. All Rights Reserved 71 Solicitation 22-8022 Backflow Prevention Management Software El SpryPoint GA PROJECT REFERENCES Company Erie Water Works Name: 240 W 121h Street Erie, PA 16501 Tamura Squire: tsquires@eriewaterworks.org Engineering Services Supervisor & Cross Connection Control Coordinator. Description of Erie Water Works was implementing the SpryBackflow application Project: to track their customers and locations with installed backflow devices, maintain information on the licensed backflow plumbers. They were also using SpryBackflow to track and send reminder letters. Project Role: Aidan cleaned up all of the data for the customers, locations, and backflow devices, removing duplicates, fixed naming conventions, and got the latitude and longitude for the locations. He put the data in SpryBackflow and the users tested the data and made changes through multiple iterations. He also assisted in the user training and did all of the support after the product was live. Company Lakefront Utility Services Inc. Name: 207 Division Street Cobourg, Ontario, Canada Sarah Whitton: swhitton@lusi.on.ca Water Compliance Coordinator Description of Lakefront Utility Services Inc. (LUSI) Water treatment department Project: was implementing SpryMobile work orders and asset management software to track all work that is done on the assets associated with the multiple water treatment plants. They were also using SpryMobile to automate their asset management practices. Project Role: Aidan copied LUSI assets from spreadsheets and imported them into SpryMobile, copied work orders from paper copies, and configured all asset management schedules and business processes. Aidan also helped train the administrator and operators on how to use the software. SMART SOLUTIONS FOR SMART UTILITIES Page 2 of 2 Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 72 Solicitation 22-8022 Backflow Prevention Management Software El Ashley Patterson SpryBackflow Development Team Lead ® apatterson@sprypoint.com SpryPoint n PROFILE With experience developing in all SpryPoint products, Ashley has made herself a keystone in SpryBackflow and client website development. Spending most of her time building new features for SpryBackflow, she's also involved in feature design, product documentation, internal and end - user training, and supporting both new product implementations and existing client environments. IaEaaWilk,&'uIa00 IRS Kell AI May 2016 - Present - SpryPoint Solutions, Inc., Charlottetown, PE Software Developer/SpryBackflow Development Team Lead • Design and develop new features and enhancements for SpryBackflow • Create and update client websites with a focus on integrating SpryPoint products • Liaise with clients and customer success team for client support • Compose and maintain accessible product documentation �(`11 apatterson-dev November 2013 - August 2015 - Atelka, Inc., Charlottetown, PE 0 sprypoint.com Customer Support Representative Researched and resolved customer inquiries concerning orders and billing • Supported other agents seeking clarification for issues arising during calls 011 EDUCATION & DESIGNATION 2016 - Holland College - Diploma, Computer Programmer/Analyst 2014 - Holland College - Diploma, Bioscience Technician/Technologist 2007 - Acadia University - Bachelor of Science, Honors Project References Continued.. SMART SOLUTIONS ■ Page 1 of 2 FOR SMART UTILITIES Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 73 Solicitation 22-8022 Backflow Prevention Management Software El SpryPoint G' PROJECT REFERENCES Company Name: Erie Water Works 240 W 121h Street Erie, PA 16501 Tamura Squire: tsquires@eriewaterworks.org Engineering Services Supervisor & Cross Connection Control Coordinator. Description of Erie Water Works implemented the SpryBackflow application to Project: manage customers and locations with installed backflow devices, maintain information on the licensed backflow plumbers, and track and send reminder letters for device testing. Project Role: Ashley developed several enhancements to support Erie Water Works' required workflows, including improvements to the test approval workflow, additional options for test notice scheduling and more in-depth tester license management. During implementation, Ashley configured the product to the client's specifications and provided assistance in user training and go -live support. Company Name: Pittsburgh Water and Sewer Authority 1200 Penn Ave, Pittsburgh, PA 15222 Tracy Willy: twilly@pgh2o.com Senior AMI and Billing Manager Description of Pittsburgh Water and Sewer Authority (PWSA) contracted with Project: SpryPoint to build full system of record functionality in SpryBackflow. Implemented at the utility, this allowed them to support their cross - connection control program within one application, including customer, location and device management, test notice processing, tracking testers and accepting and approving backflow assembly tests. Project Role: Ashley headed the development efforts in adding full customer, location and device management to SpryBackflow, as well as the ability to schedule and produce test notice letters and emails. She assisted with data conversion and product configuration during implementation. Ashley also helped with end -user training and provided all support required for the product during and after go -live. SMART SOLUTIONS FOR SMART UTILITIES Page 2 of 2 Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 74 Solicitation 22-8022 Backflow Prevention Management Software 1EIRequi red redForms Below we have included all relevant forms requested by the County Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 75 Sol icitation 22-8022 Backflow Prevention Management Software arelEoVendor Checklist Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 76 Co ie-r Co-ynty Procurement Services Division Vendor Check List IMPORTANT: Please review carefully and submit with your Proposal/Bid. All applicable documents shall be submitted electronically through BidSync. Vendor should checkoff each of the following items. Failure to provide the applicable documents may deem you non-responsive/non-responsible. ❑X General Bid Instructions has been acknowledged and accepted. ® Collier County Purchase Order Terms and Conditions have been acknowledged and accepted. ❑X Form 1: Vendor Declaration Statement ❑X Form 2: Conflict of Interest Certification ❑X Proof of status from Division of Corporations - Florida Department of State (If work performed in the State) - http://dos.myflorida.com/sunbiz/ should be attached with your submittal. X] Vendor MUST be enrolled in the E-Verify - https://www.e-verify.gov/ at the time of submission of the proposal/bid. ❑X Form 3: Immigration Affidavit Certification MUST be signed and attached with your submittal. XL1 E-Verify Memorandum of Understanding or Company Profile page should be attached with your submittal. n Form 4: Certification for Claiming Status as a Local Business, if applicable, has been executed and returned. Collier or Lee County Business Tax Receipt should be attached with your submittal to be considered. Q Form 5: Reference Questionnaire form must be utilized for each requested reference and included with your submittal, if applicable to the solicitation. QX Form 6: Grant Provisions and Assurances package in its entirety, if applicable, are executed and should be included with your submittal. ❑X Vendor W-9 Form. ® Vendor acknowledges Insurance Requirements and is prepared to produce the required insurance certificate(s) within five (5) days of the County's issuance of a Notice of Recommend Award. ® The Bid Schedule has been completed and attached with your submittal, applicable to bids. 0 Copies of all requested licenses and/or certifications to complete the requirements of the project. 0 All addenda have been signed and attached. 0 County's IT Technical Architecture Requirements has been acknowledged and accepted, if applicable. ® Any and all supplemental requirements and terms has been acknowledged and accepted, if applicable. EPSolicitation 22-8022 Backflow Prevention Management Software Form 1: Vendor Declaration Statement Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 77 Coltb lier County ny Procurement Servi ,es Division Forst I: % endnr Declaratatn Statrment 134 JARO Uf COUN n' COMMISSIONTRS Collier County c:iuve-nni ent C tiniplex Napics. Plnnda 3.1112 Dear Commissioners: Tito utidersiptied. &D W-ndor declar.% that lhvt response is made %%itltuuL tunnvLturn ur turutgcmenl with ant usher person and Ihls liropoml is in even respect ieir and made in gokid faith, witliout collusions of fraud. the Vendor hereth declares the insttut eiutt>, porch:—e cn der lcnm. and cunditiow, rtquirements. and specifIcatioub.xupc uf.unk 1r1 thi4 udicitatkns have been tisll► eicimtlned and ttccepted. Tile Vetidor avree%. it 111k iolicililiiln submittal is accepted b%' Cully C'(turtty, to a"rpt it Purchase Ordet as a fmit of It knytwl cotsit:tct or to CxLeutc a Collier Count formal contract for purpa,cs tof eslablishing a cutitnictual relationihip helwecn 111r Velldur and Col IiLf- s worth , Dix the perfotmatuY of all reyuimment_s to which this sollcitatian pertaini. The Vcnditr stawn that Ihr ruhmiu¢d t, hawd upon the documents listed by the above wl'tm-nced wilcitation. The Vendor agrees to cousply with IN mqulrvinlim- in accordance with the terms, conditions and speciltcatiom dennted herein and according to the prising xuhmiltstl 44 a pan of the Vendor's bid%. Furilicr. the \endnr agrees that If awarded a contract for these guodr and/or servico, the N'cudnr will nut be ciigible lot compete, %ubmft a proposal, be awardrd, or 1wrfuntt its a sub-%endnr for any future associaled work that is is rv%tsh of this awarded cuntrart. IN N IT'YFSS 11'1TLREQr. 'A'L have henuntu %uhscrft>< Isar names on tins �~da� of 3�s.� , 'nits Ihr Coliniv of aj lwet"`� in the �i mr of pr-.v� •Q � .� S� C • d 4)- 1 irm's Legal ?come: SMPolnt Services Inc. Address: 45-401 Queen Street, Charlottetown CIA 4A4 t its Statc. /ir Corte: Charlottetown, Prince Edward Island, CIA 4A4, Canada Fillrida cirtlificate of ,%mhiwh% I'Wirmew Numha FCdcral TaN 98-1067418 1tivhitilkifikin Number —or CAGE Coda *00%. if t1mill Fundcd Teleplxtnc Signature by. I Typed and wrinen i Title Managing Part • Solicitation 22-8022 Backflow Prevention Form 2: Conflict of Management Software Interest Certification Affidavit Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 78 Cv*r COR .y Procurement Services Division Form 2: C'onflici or Interest Ccrliflcation ITHi:s%it The Vendor ecniIles that. 141 the term of itx knowledge and belief'. the past mid current wtlrk tut an} Csillier Ceiuniy pmicei affiluuvd t% ith Ihi, ,oliviiAlion dot x not pose an organirittlonul tomllla :is described by one of the three categurie% below Biased ground ruled- fife fret has tit it set Ific "ground nfles- tilt affiliated past or citrent t_ollier l: ounq pmljea idemirietl aMlve to-=°-. writing is prtx:urrrn%•t11's %tatement of work. specificatiom, ut perlimniuL >.yacmh cn_irwering and 14hniatl direction for the procurement) which appears to skew the competimin in t'avor of my firm Impaired objectivity - The flan ha% Itot perfortned wtttk on in affiliated post or LUM-111 VnIIIU' t OUnl ' prolcm idemlf iril above In evaluue proposals pall perrormatice of itsctl or o campetimr. which calk into question the contractor's nbiln) I.L. render impartial advice in the internment. linequol acceo to information -the firm ha: mat hod acccs.:n nonpublic information as part of usk 1wrontiance of a Collier C ounts pr11ccl idcrnifivd above lwhich may have pro%ided the contractor tar art uiiiliatc) with an imimr compc:to v advantu�c in current or furure solimations and contracts In addition to this rtgncd al'li"vit, the contractor vendor mtist provide the tiallowitlg I . All dixumcnt produeed a% a rtxull of the work completed m the past or currently tieing worked on for lhr ahtivc-mentioned projeet; Md. ?_ indicate if thtz mf tmiaann producotl was obtained as a inatter of public record (its the ".unshine" i to thr,)Ltgl) nun•p ibhc inoi in [)tic "silt%hnw') corivermainn (of, meehng(sl. documentm atui•nr other means: I-.Uhrn 10 &WIOwe :dl mMMIJI Or Imving an orgSnizaianal conllici in {lac tit rri of the three ciregories above tv identified. nmt re.:ult in the <hxgnaliticanon for future solicitations affiliated w ith the aNnv rcfl =ced prolal tf s). liy the siananirr be -low. the ruin icmpfoyacs. officers and err agentsi certifies. and icereb} disclosm that. to the ixst of their knowledge and bchet, all relevnM facts conetrnmg past, prc_;cllt, or iinrenth ptonlred mare --tor Utli tt. I financial. cuuuacluul. oraaniz3iioitui or clthcrtwis. i which miatar to the project ide:itified above has been fully discio)4 v .and dcic, nut po%c am orpriumn- id eanlliet. SpryPoint Services Inc. i_'tnn;.:m Vats: �,:if arc eto l County of 1A { / ['lie fureoinp, inxtrument way ucA-nnwledged beforrine b% m a1,4u1 211hy.iusf pn+zrue or I I xiline not izttiow thin �-� da} of�(moKltlr). `11. heart, to �l (fin parson ac Icduuiw, Donald J.A.0ntaNr�ti•n�i _ A Notary Pub11C in and for the (Print, 'type.{%�tjtgy�ri�pfttpjiRitlr3d.lSddtTtfi . Parxlnally Known Olt Produced Identification T 1A,� Type of form ificatitm Produced EPSolicitation 22-8022 Backflow Prevention Management Software Form 3: Immigration Affidavit Certification Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 79 CotrCORVIt v Procurement Services Division Form 3: immigratbe Alfiln9t Certilicadoo This Affidavit is required and should he signLaL hr an tulhrthmd principal of the fain and %utwulned with lornutl %oliultution aisbmittala, Further, Vendors are requiredlo K, t.-nrnllu) in the F-Varih- program (hops. ++++++.: ieritp goy+ i, at tic little off IN! +uhmi+sion of the Vendor'r pro"I'hid. Avet-ptuh(e evidencem of your eollinent consists of, a cop} (t(de pirrpc7l) annr:tul F pl- Verify Company Profile page or a cop} ol'tha fidty executed E-Vetih Nteniorandurn of t.aderstandinl for the compun+ rt-hwh hill N. ph)dro cd al rliv Ilan ufrhr arrhnrrvvr,n of dw f P.FKAW'r proposal bid or u•llhin five 150 dal 'At N,e 61"firP'+ Nord e t y R,v-rnrrnrvO ,tH,ar! FAILURE TO EXI.t I I F: THIS AFFIDAVIT (.'FRTTFICATiOiI AND SUBMIT WITiI VEVDOWS PROPOSAIJBID MAY DEEM T11F � I NDOR'S AS NON -RESPONSIVE. Collier County will not intt,-ntionally award County cannach to atty Vendor who knowingly cmmplovs imauthorize l :lien wnrkrr: eunttltuting a iinlation of the tTn-ployment provision contained In N II.S.0 Section 1,124 gel Section 274Atel ui the hnmigrinmi and Nallaualify Act ("INA"1, Collier County may etmsider the etnployureni by any Vendor of unnuihnii7rd alien% a +inlatirm of SmIlon 274A Let of Ilia I N A furl Violation by file recipient of the Employment Provteion% contained in Secticm 77-IA let ofthe INA shall be ground, Im iwil,ocml Ly-minatlon of the contract h% Collier Cotuth, Vendor atte-0a that they are full% cotupiiuit with all amlivahle immigration law% 19tecifically to Ilse 1966 Iininigntwn Act and %uhNequeni Animitiric"(%), that It is aware of tiud In compliance with the n:4mteincnf5 wit Will in Florida Statute` qd lt):u44, 111,1 akrces to comply with die pro%itiioiiti of the Mmorandurn of Underswiding with E--Verity ruin to provide prool of enrrtl lmcnl to I h. Frnployturnt L•ligibiIicy Verifturlion Sy%wan 1F•Verify ), apented by die Department o IAHomelt►nd Security in pimnrr.hip + tl th Secial Shty r� uridrtrtni%uvtiun at fife lime n)' yuhmi>:ricnt of the Vendtir'a prc+posaL'hicl V-,APO'^� sp-c'J'c'-� Inc ; yam V,int,: — ignut i trc on a� t Nnrt� t1r;wct it tit ��„✓ uiimy I Irc Iut a"II ut,trumcnl wi,4 uc:-nowle*d before in y m Of physical prewmi: or L"I online ncxariTatiru. th� n _iLp of t�. ,.. imonthi, �l^✓ (year). h}' Qr u n nt penun acknu+vlydlriug). Donald .�s1`ii�t`f Pt t�lict A NotArY PUbltc in rind fo( the Wrtra, TyPL. or Suimpt p d1 1 FtiwatdJs�nd Per4txwlly Known OK Produced Ide--ntificannn n ` T) pe of- Ide lid ficruion Produced EP Solicitation 22-8022 Backflow Prevention Management Software Form 4: Local Vendor Preference Certification Not applicable. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 80 Collier County Procurement Services Division Form 4: Vendor submittal - l Awal Vendor Prrfcrence Certification (Clieck Approprltrtc 1440vc-s Belowl Stoic of i•-N►rida (select Couny if Vendoriti dvwrRW as n Local Rusiness f ❑ Collivr Couny ❑ 1-ee ('uaety Vendor iflirm-, than it is it local htisinu%- a= definer) by the Pmcuremoil ( Vdirzance of the Collier C'otinn Roard of i.'otmh c'omtnissiunrn and the Regulations'ihereli, As dcf mcd in Section Filleen of the Collier Cotmtti Prexuremoni t.)nlmanc - Lion] hir+inr.s metuvs the ventlnr has a cumt.-nt Busimtrsx Tu+ Receipt i-wwd b% the Collier Csitmt Tax Collector prior in hid or proptisaf sittmrissibn to do business w ithin Collier County, and that Identifies the business with a permanartt phyxical busing adthese li►cated within the limits oft shier C'oumty from which the vendor's staff operates and pertorms business In an urn rot►¢d f{>r Iliecumdtnct nFsuch huginess A 1'ntt nfTtCe ltox at a fiu:ility that receives mail, or a non-prrrttaneml stn►eturr such as it construction trailer, snvr►gc Shoal, 4w other non-permancnt smiLturr shRII not betsed tar the purpose of esinhlI*ink said phyxical address, in addition to the foregoing, d vendor shall not be considered a "local business" unless it contributes to the economic development and well-being- of Coll He County In a verifiable and memurahle way ibis may include. but Writ be (united to, the reten ion and expansion of einploytneat opportwuties, support and increase to the Coui►ty's Ixv base. attd residnmcy ofemployces and principals ofthe business w irhui Collier County, Vendors shall afirrin In writing their compliance with the Ioregoing at The time of submitting their hid or proposal to he eligible for consideration as a "local husinos" under this l;"linn A vendor who mismcpresenta the Local Preference status of its firm in a proptnal or hid submined to the C enum �v ill lose the privilege to claim 1 ocal Pt'eterence status tar a period of up to one year under this section Veudiv must complete the follow* uifomration Year Business Established fit []Col her County, or ❑ Lee County: 2011 Niimhm of Fmptoyees (Including C7vvneris) or C'orporntc Officcts)_ 77 i withcr of 1-mployctt Living in [Collies Oitmty or 0Ive tlncludiny Ownem si or t:orpante Oti-icerst O If reluested by the County. Vcndor will be reguu•ed to provide docunieutation substmuiatin, the inlorntaiitin canon ut this certificarion Failure to do so w-01 result In vendor's submission beina. deemed nut applicable. Sieti and slate Certification: l.imler trrrwrhr29 vl �>< ,tin 1 eerrrrt- rhat the Wbragazion shown e,n MIA ()rni rs etirrrrsa My them k4kc A Compmty Name SpryPoint Services Inc. Unto � �w"''r- Addnas in Colliq n I ,ce County, N/A Addititmal Contact Infurmution scud pxymeats In: C- plc •n c,r,% `l <� v itequired 11 diil'crvit 11ri,m CompanNArumsellsed as payee abo'cl Contact rtnine• Addmss. `-� �� v> �r Q—, 7�A yG Telephone Linful: Office servicing Collier 1 aunty to) place order,, irWuntd it dil`terrnt brim ahm c I l tmlao name Title C it}. staff. ZIP f �lcph�mc Fnuul. EPSolicitation 22-8022 Backflow Prevention Management Software Form 5: Reference Questionnaire Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved Co 1e-r County Procurement Services Division Form 5 Reference Questionnaire (USE ONE FORM FOR EACH REQUIRED REFERENCE) Solicitation: 22-8022 Backflow Prevention Management Software Reference Questionnaire for: Collier Countv (Name of Company Requesting Reference Information) SpryPoint Service Inc. (Name of Individuals Requesting Reference Information) Name: Paula Schlegel (Evaluator completing reference questionnaire) Email: FAX: Company: City of Aurora (Evaluator's Company completing reference) 303.326.8111 Collier County has implemented a process that collects reference information on firms and their key personnel to be used in the selection of firms to perform this project. The Name of the Company listed in the Subject above has listed you as a client for which they have previously performed work. Please complete the survey. Please rate each criteria to the best of your knowledge on a scale of 1 to 10, with 10 representing that you were very satisifed (and would hire the firm/individual again) and 1 representing that you were very unsatisfied (and would never hire the firm/indivdival again). If you do not have sufficient knowledge of past performance in a particular area, leave it blank and the item or form will be scored "0." Project Description: Backflow Implementation Completion Date: Jan 24, 2022 Project Budget: Available Upon Shortlist Project Number of Days: Item Criteria Score (must be completed) 1 Ability to manage the project costs (minimize change orders to scope). 10 2 Ability to maintain project schedule (complete on -time or early). 9 3 Quality of work. 10 4 Quality of consultative advice provided on the project. 10 5 Professionalism and ability to manage personnel. 10 6 Project administration (completed documents, final invoice, final product turnover; invoices; manuals or going forward documentation, etc.) 10 7 Ability to verbally communicate and document information clearly and succinctly. 10 8 Abiltity to manage risks and unexpected project circumstances. 10 9 Ability to follow contract documents, policies, procedures, rules, regulations, etc. 9 10 Overall comfort level with hiring the company in the future (customer satisfaction). 10 TOTAL SCORE OF ALL ITEMS Co 1e-r County Procurement Services Division Form 5 Reference Questionnaire (USE ONE FORM FOR EACH REQUIRED REFERENCE) Solicitation: 22-8022 Backflow Prevention Management Software Reference Questionnaire for: Collier Countv (Name of Company Requesting Reference Information) SpryPoint Service Inc. (Name of Individuals Requesting Reference Information) Name: Tamura Squire (Evaluator completing reference questionnaire) Email: FAX: Company:Erie Water Works (Evaluator's Company completing reference) 814-870-8000 ext 207 Collier County has implemented a process that collects reference information on firms and their key personnel to be used in the selection of firms to perform this project. The Name of the Company listed in the Subject above has listed you as a client for which they have previously performed work. Please complete the survey. Please rate each criteria to the best of your knowledge on a scale of 1 to 10, with 10 representing that you were very satisifed (and would hire the firm/individual again) and 1 representing that you were very unsatisfied (and would never hire the firm/indivdival again). If you do not have sufficient knowledge of past performance in a particular area, leave it blank and the item or form will be scored "0." Project Description: Backflow Implementation Completion Date Project Budget: Available Upon Shortlist Project Number of Days: 2019 Item Criteria Score (must be completed) 1 Ability to manage the project costs (minimize change orders to scope). 10 2 Ability to maintain project schedule (complete on -time or early). 10 3 Quality of work. 10 4 Quality of consultative advice provided on the project. 10 5 Professionalism and ability to manage personnel. 10 6 Project administration (completed documents, final invoice, final product turnover; invoices; manuals or going forward documentation, etc.) 10 7 Ability to verbally communicate and document information clearly and succinctly. 10 8 Abiltity to manage risks and unexpected project circumstances. 10 9 Ability to follow contract documents, policies, procedures, rules, regulations, etc. 10 10 Overall comfort level with hiring the company in the future (customer satisfaction). 10 TOTAL SCORE OF ALL ITEMS Co 1e-r County Procurement Services Division Form 5 Reference Questionnaire Solicitation: 22-8022 Backflow Prevention Management Software Reference Questionnaire for: Collier Countv (Name of Company Requesting Reference Information) SpryPoint Service Inc. (Name of Individuals Requesting Reference Information) Name: Chip Royce (Evaluator completing reference questionnaire) Email: FAX: Company:Morgantown Utility Board (Evaluator's Company completing reference) 304.292.8443 Collier County has implemented a process that collects reference information on firms and their key personnel to be used in the selection of firms to perform this project. The Name of the Company listed in the Subject above has listed you as a client for which they have previously performed work. Please complete the survey. Please rate each criteria to the best of your knowledge on a scale of 1 to 10, with 10 representing that you were very satisifed (and would hire the firm/individual again) and 1 representing that you were very unsatisfied (and would never hire the frm/indivdival again). If you do not have sufficient knowledge of past performance in a particular area, leave it blank and the item or form will be scored "0." Project Description: Backflow Implemenation Completion Date: 2017 Project Budget: Available Upon Shortlist Project Number of Days: Item Criteria Score (must be completed) 1 Ability to manage the project costs (minimize change orders to scope). 10 2 Ability to maintain project schedule (complete on -time or early). 10 3 Quality of work. 10 4 Quality of consultative advice provided on the project. 10 5 Professionalism and ability to manage personnel. 10 6 Project administration (completed documents, final invoice, final product turnover; invoices; manuals or going forward documentation, etc.) 10 7 Ability to verbally communicate and document information clearly and succinctly. 10 8 Abiltity to manage risks and unexpected project circumstances. 10 9 Ability to follow contract documents, policies, procedures, rules, regulations, etc. 10 10 Overall comfort level with hiring the company in the future (customer satisfaction). 10 TOTAL SCORE OF ALL ITEMS Co 1e-r County Procurement Services Division Form 5 Reference Questionnaire Solicitation: 22-8022 Backflow Prevention Management Software Reference Questionnaire for: Collier Countv (Name of Company Requesting Reference Information) SpryPoint Service Inc. (Name of Individuals Requesting Reference Information) Name: Courtney Little (Evaluator completing reference questionnaire) Email: FAX: Company: North Perry Avenue Water District (Evaluator's Company completing reference) 360.373.9508 Collier County has implemented a process that collects reference information on firms and their key personnel to be used in the selection of firms to perform this project. The Name of the Company listed in the Subject above has listed you as a client for which they have previously performed work. Please complete the survey. Please rate each criteria to the best of your knowledge on a scale of 1 to 10, with 10 representing that you were very satisifed (and would hire the firm/individual again) and 1 representing that you were very unsatisfied (and would never hire the firm/indivdival again). If you do not have sufficient knowledge of past performance in a particular area, leave it blank and the item or form will be scored "0." Project Description: Backflow Implementation Completion Date: Project Budget: Available Upon Shortlist Project Number of Days: 2020 Item Criteria Score (must be completed) 1 Ability to manage the project costs (minimize change orders to scope). 10 2 Ability to maintain project schedule (complete on -time or early). 10 3 Quality of work. 10 4 Quality of consultative advice provided on the project. 10 5 Professionalism and ability to manage personnel. 10 6 Project administration (completed documents, final invoice, final product turnover; invoices; manuals or going forward documentation, etc.) 10 7 Ability to verbally communicate and document information clearly and succinctly. 10 8 Abiltity to manage risks and unexpected project circumstances. 10 9 Ability to follow contract documents, policies, procedures, rules, regulations, etc. 10 10 Overall comfort level with hiring the company in the future (customer satisfaction). 10 TOTAL SCORE OF ALL ITEMS EP Solicitation 22-8022 Backflow Prevention Management Software Form 6: Grant Provisions and Assurances Package Not applicable Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 82 ElSolicitation 22-8022 Backflow Prevention Management Software W-9 Form Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 83 Form W-8BEN Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) (Rev. February 2014) ► For use by individuals. Entities must use Form W-813EN-E. OMB No. 1545-1621 Department of the Treasury ► Information about Form W-8BEN and its separate instructions is at www.irs.gov/formw8ben. Internal Revenue Service 0-Give this form to the withholding agent or payer. Do not send to the IRS. Do NOT use this form if: Instead, use Form: • You are NOT an individual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . W-813EN-E • You are a U.S. citizen or other U.S. person, including a resident alien individual . . . . . . . . . . . . . . . . . . . W-9 • You are a beneficial owner claiming that income is effectively connected with the conduct of trade or business within the U.S. (other than personal services) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . W-8ECI • You are a beneficial owner who is receiving compensation for personal services performed in the United States . . . . . . . 8233 or W-4 • A person acting as an intermediary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . W-81MY RiMn Identification of Beneficial Owner (see instructions) 1 Name of individual who is the beneficial owner 2 Country of citizenship SpryPoint Services, Inc. Canada 3 Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in -care -of address. 401-45 Queen Street City or town, state or province. Include postal code where appropriate. Country Charlottetown, PE C1A4A4 Canada 4 Mailing address (if different from above) City or town, state or province. Include postal code where appropriate. Country 5 U.S. taxpayer identification number (SSN or ITIN), if required (see instructions) 6 Foreign tax identifying number (see instructions) 98-1067418 7 Reference number(s) (see instructions) 8 Date of birth (MM-DD-YYYY) (see instructions) Claim of Tax Treaty Benefits (for chapter 3 purposes only) (see instructions) 9 1 certify that the beneficial owner is a resident of Canada within the meaning of the income tax treaty -------------------------------------------------------- between the United States and that country. 10 Special rates and conditions (if applicable —see instructions): The beneficial owner is claiming the provisions of Article v --------------------------- of the treaty identified on line 9 above to claim a 0 % rate of withholding on (specify type of income): ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ Explain the reasons the beneficial owner meets the terms of the treaty article: The corporation does not have a permanent ----------------------------------------------------------------------------- establishment in the United States and therefore business profits are not taxable within the US. --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Certification Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that: • I am the individual that is the beneficial owner (or am authorized to sign for the individual that is the beneficial owner) of all the income to which this form relates or am using this form to document myself as an individual that is an owner or account holder of a foreign financial institution, • The person named on line 1 of this form is not a U.S. person, • The income to which this form relates is: (a) not effectively connected with the conduct of a trade or business in the United States, (b) effectively connected but is not subject to tax under an applicable income tax treaty, or (c) the partner's share of a partnership's effectively connected income, • The person named on line 1 of this form is a resident of the treaty country listed on line 9 of the form (if any) within the meaning of the income tax treaty between the United States and that country, and • For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions. Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner. I agree that I will submit a new form within 30 days if any certification made on thiaeco orrect. Sign Here 05-25-2020Si at (or individual authorized to sign for beneficial owner) Date (MM-DD-YYYY) Kyle Strang CFO Print name of signer Capacity in which acting (if form is not signed by beneficial owner) For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 25047Z Form W-8BEN (Rev. 2-2014) ElSolicitation 22-8022 Backflow Prevention Management Software Insurance Requirements Acknowledgments SpryPoint acknowledges Collier County's Insurance requirements. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 84 EPSolicitation 22-8022 Backflow Prevention Management Software Bid Schedule Proposal Form to be Submitted by the Vendor Software Unit Per Unit Cost Total Year Cost Cross Connection Control Tester Software up to twenty users. Unlimited Users 0 0 included in SaaS fee Cross Connection Software for additional users Unlimited Users $0 $0 included in SaaS fee Annual costs to allow customers to provide test reports through system. Included in 0 Free SaaS Fee Software — Hosting Costs 65,000 $1.00 $65,000 Other Cost - cost not identified above that are integral to the software. None 0 0 Software Subtotal $65,000 Implementation Plan Total Cost Direct Costs 30,000 Data Acquisition and Conversion Costs $3,200 Training Costs 3,200 Travel Expenses 0 Other Cost - cost not identified above that are integral to the implementation. To - Implementation Subtotal 36,400 Support and Warranty - Maintenance, Support, and Upgrade cost after one (1) year Per Year Cost Maintenance Support Included in Annual SaaS fee above Technical Support Included in Annual SaaS fee above Product Upgrades Included in Annual SaaS fee above Other Cost - cost not identified above that are integral to support and warranty. Included in Annual SaaS fee above Support and Warranty Subtotal $0 Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 85 EPSolicitation 22-8022 Backflow Prevention Management Software E-Verify SpryPoint has a FEIN # of 98-1067418 and a Dunn & Bradstreet # of 257458112. We are currently enrolling in E-Verify and will submit E-Verify documentation upon shortlist. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 86 • Solicitation 22-8022 Backflow Prevention Management Software Addenda SpryPoint acknowledges all addenda and Questions and Answer Responses from BidSync. Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 87 • Solicitation 22-8022 Backflow Prevention Management Software Appendices Service Level Agreement Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 88 SAMPLE — Service Level Agreement Confidential I Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved Exhibit C - Service Level Agreement v2.docx Introduction and Overview SpryPoint's platform is built in the cloud and delivered as a service. Integrating software development and support is the optimal way to serve customers. SpryPoint's Customer Success Team consists of professionals who work alongside the product engineers that build, implement, test, and maintain our applications. The team is empowered to work with you to solve your problems. This Service Agreement defines the general technology and Ongoing Production Support Services scope of SpryPoint's software -as -a -service offering. 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"). This Service Agreement becomes effective when the client has been transitioned to the Customer Success Team. This will take place after the post go live period has been completed and all severity 1 and 2 issues identified in the post go live period have been resolved. Once the transition to the Customer Success team has occurred the SpryPoint implementation team will continue to be accountable for the resolution of all items on the punch list and the Customer Success Team will be accountable for any new issues. This Agreement is specific to SpryPoint's software -as -a -service applications operating in a production environment as described in the current Pricing Schedule incorporated as part of this Agreement. Any non -production or test environments are expressly excluded from this or any other Service Agreement. Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved Exhibit C - Service Level Agreement v2.docx 1) 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. "Demarcation Point" means the outer most point of connectivity to the Service(s) public or private endpoints such as the data centers, infrastructure, and applications provided by SpryPoint. "Lead" means the party which has 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. "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. "Total" means the total minutes the service is available less those exceptions listed under Service Availability. 3 Scope of Service and 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. TResponsibility SpryPoint Client Provide Tier 1 help desk support as the first point of application support Assist Lead Provide application, user password management including reset management as part of Tier support Assist Lead Attempt to resolve Tier 1 support calls using existing knowledge base Assist Lead Maintain and update the Tier 1 system knowledge base Lead Assist Make determination to escalate Tier 1 issues to Tier 2 and log incident Service Request Management Assist Lead Provide technical and functional troubleshooting for Tier 2 issues Lead Assist Work with Client to determine if a support case is for new system functionality (change) or requires assistance (bug, incident) Lead Assist Provide a web -based system for support cases to be logged Lead Assist Work with Client to assign proper severity of incident based on definitions Lead Assist Provide support case tracking and reporting Lead Assist Work with client to resolve Tier 2/3 support cases Lead Assist Monitor, measure, and report on the status of Tier 2/3 support cases Lead Assist Resolve Tier 2/3 support cases/incidents Lead Assist Provide analysis of recurring incidents and work to establish a resolution or work around for such incidents. Lead Assist Work with Client in reporting and resolving unplanned outages of any component or environment. Lead Assist Provide root cause feedback for all Severity Level 1 incidents/issues Lead Assist Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 3 Exhibit C - Service Level Agreement v2.docx Escalate issues as needed Lead Assist Promptly report outages and service interruptions Lead Assist Monitor and administer client environments Lead Assist Application Support Provide application support to the functional process owners Lead Assist Address functional issues and questions involving "how to" raised by end -users Assist Lead Work with departments to leverage software to streamline business processes Assist Lead Assist with system functionality and process flow questions for software and reports Assist Lead Provide functional support for first time processing of critical client business Lead Assist processes Focused functional process support (i.e., end of year processing) Assist Lead Maintain application releases of the current software in the production environment Lead Assist Assist in reporting product issues to software vendor support and obtaining Assist Lead resolution Provide availability management and support Lead Assist Provide maintenance and support for all custom and standard interfaces Lead Assist Provide maintenance and support for all forms Lead Assist Provide maintenance and support for all custom and standard reports Lead Assist Provide batch program maintenance and support Lead Assist Develop, manage, and maintain application workflows Lead Assist Provide functional testing support Assist Lead Deploy required application software Lead Assist Provide post -deployment verification testing of required software Lead Assist Generate and analyze customer satisfaction surveys related to application Assist Lead maintenance and support Provide maintenance and support of any ETL services Lead Assist Security Administration Provide application security maintenance and administration Assist Lead Conduct user access management and review Assist Lead Maintain and support firewall subsystem software components where applicable Lead Assist (e.g., patches and software upgrades). Monitor virus/security alerts and vulnerabilities from manufacturers and determine Lead Assist appropriate action per procedure. SpryPoint is responsible for IT Security Services from the point of utility demarcation into the proposed solution data centers back through the infrastructure and applications provided by SpryPoint. IT Security Services include the evaluation, Lead Assist selection, deployment, and on -going management of Industry Standard security applications and tools. Notification to designated representative(s) of Client of service interruption and or Lead Assist Breach General Data Protection Regulation - SpryPoint shall comply with national legislation based upon the EU Data Protection Directive 95/46/EC, and effective May 25, 2018, the EU General Data Protection Regulation ("GDPR"), in relation to any "personal data" received by or originating from Client. For clarification purposes, SpryPoint will be the Data "Processer" as defined by the EU Data Protection Directive 95/46/EC Lead Assist and GDPR when it receives personal data originating from Client, who is the "Controller". SpryPoint will promptly notify Client if it becomes aware of any breach of "personal data"." 3.1.2 Operational Support The table below describes the operational support functions provided in the service and the responsibility assignment of each item. Confidential l Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved Exhibit C - Service Level Agreement v2.docx Provide hosting services Lead N/A Provide for a replicated system architecture Lead N/A Provide disaster recovery services including system and data restoration Lead N/A Conduct periodic testing of the disaster recovery solution Lead N/A High availability and continuity ofthe service including load balancing to redirect traffic, multi -zone databases, auto -scaling instances based on application and processing load Lead N/A Provide for secure transmission of data being stored and/or archived Lead N/A Provide toll -free support line. Database ..- Lead N/A 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. Release Management Lead N/A Provide guidance to Client on release planning Lead Assist Assess impacts of new releases to the environment Lead Assist Perform Client -requested periodic refreshes of the non -production environments from the production environment up to twice per calendar month Lead Assist Perform application upgrades Lead Assist Perform maintenance pack installations Lead Assist Perform Emergency Release updates as needed. Lead Assist Requests an enhancement/change in functionality/modification Assist Lead Classify enhancement/change in functionality/modification Lead Assist Provide an estimate for enhancement/change in functionality/modification Lead Assist Provide written approval for enhancement/change in functionality/modification Access Management Lead Manage administrative user access to the environments Assist Lead Manage user access at the operating level Assist Lead Manage application users and their access to the various environments Performance Management Assist Lead Monitor system performance Lead N/A Monitor application performance Lead N/A Monitor batch job performance Lead Assist Analyze performance related incidents to identify factors impacting performance Lead Assist Work with Client infrastructure area to ensure that network connectivity and bandwidth requirements are being satisfied. Lead Assist Collect and provide or provide access to metrics and compliance reports on agreed upon aspects of the service. Lead Assist 3.1.3 Technology Infrastructure Services The table below describes the Technology Infrastructure functions provided in the service and the responsibility assignment of each item. Confidential l Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved Exhibit C - Service Level Agreement v2.docx Assist with system debugging and issue resolution Lead Assist Resolve system technical issues with batch programs, reports, workflows, etc. Lead Assist Answer technical questions for day-to-day maintenance Lead Assist Perform system administration Lead Assist Provide system monitoring and tuning Lead Assist Networking and integration between the SpryPoint applications Lead Assist Provide system capacity planning Lead Assist Provide storage capacity planning Lead Assist Provide workload management and support Lead Assist Perform infrastructure maintenance and support Lead Assist Manage the testing of all application and system changes prior to applying to production Lead Assist Perform updates/service packs Lead Assist Perform system software patching and updates/service packs Lead Assist Perform system patching and updates/service packs (desktop) Assist Lead Provide change bundling analysis to reduce the frequency and length of time required to apply changes Lead Assist Provide a back -out plan for changes to the various environments Lead Assist Apply code patches for application software Lead Implement minor technology updates Lead Provide system maintenance scheduling and coordination Lead Assist Report system outages and service interruptions Lead Assist Provide infrastructure monitoring and alerting Lead Provide environment set-up, maintenance, and support to include the following environments: Production Lead Staging Lead Sandbox Lead 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 • Extended telephone training 3.2.1 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 section 4.3. Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 6 Exhibit C - Service Level Agreement v2.docx 4 Performance Measurement 4.1 Support Level Definitions & Responsible Parties Client agrees to follow escalation procedures and is responsible for Tier 0 and Tier 1 Support desk functions before new application or functionality related to SpryPoint services is installed into production. 4.1.1 Client Responsibilities 0-1 First -line support, which shall be the first Self-help, training issues, basic application level of utility contact, such as customer navigation, functionality explanation, user and interactions with utility customer service password management, preliminary technical representatives, or customer interactions troubleshooting, locked IP address resets, and with utility field office representatives. other elevated administrative functions and preliminary troubleshooting and issue analysis. 4.1.2 SpryPoint Responsibilities Tier Definition 0-1 First -line support, which shall be the first level of utility contact, such as customer interactions with utility customer service representatives, or customer interactions with utility field office representatives. 2-3 Experienced and knowledgeable technicians and technical resources available to: • Assess issues • Provide solutions • Problem resolution • New feature creation Maintain documentation for Client to resolve most Tier 0 and Tier 1 issues without requiring a transfer to specialized application support. Provide Tier 2 and 3 support for all SpryPoint applications which includes: • Support for SpryPoint applications including advanced technical and system administration responsibilities which may require application log, database access, or other code -related troubleshooting • Clearly defined points -of -contact, available to receive and appropriately respond to notice of incidents from Tier 1 • Advice and assistance for the applications and non -programming activities in direct support of users Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved Exhibit C - Service Level Agreement v2.docx Advise Client personnel of estimated time required to resolve an incident after root cause diagnosis Provide status updates during incident resolution. 4.2 Incident Reporting The client shall designate a maximum number of named contacts to request and receive support services from SpryPoint. These named contacts must be trained on the SpryPoint services for which they initiate support requests. To report an incident, submit a support request by: • Phone - 855.TRY.SPRY • E-mail — support@sprypoint.com • SpryPoint support portal - support.sprrypoint.com. Incident reporting shall be available twenty-four (24) hours a day, seven (7) days a week, and 365 days a year. Before reporting an incident, Client's personnel must collect as much of the following information possible: Criteria Date & Time: D- - When the issue started Product & Function: e.g. SpryCIS — Meter Reading General Description: Description of the issue/incident Replication: How to replicate the issue Severity: Per the severity levels defined below Operating System: iOS, Android, Windows Device: iPad, Samsung Tab, Microsoft Surface, Google Pixel Browser: Chrome, Safari, Internet Explorer, Firefox Screenshots: Provide screenshots of error if available Support tickets are submitted to report incidents. Once submitted, Client will receive an automated response indicating the request has been received as well as the ticket number assigned by our system. SpryPoint's Customer Success Team will address tickets according to the Severity Level. The SpryPoint team will determine the cause of the incident and begin the process for correction and/or remediation. Some possible causes of an incident to be reported are: Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 8 Exhibit C - Service Level Agreement v2.docx • Bug/Problem — an error, flaw, or fault in the application that causes it to produce an incorrect or unexpected result or behave in unintended ways. • Configuration Request — a change or update to the behaviour of an application through a setting in the user interface. • New Feature Request — an update to the behaviour of an application to provide new functionality or a new feature. • Training Issue/Question — Client did not understand how or why something is behaving the way it is or needs to understand options to change the base behaviour. • Performance/Service Issue— generally a high priority, high severity item that includes outages, downtime, and other issues affecting the usability of SpryPoint applications. Additional detail on the ticket submission process may be found in Appendix A. 4.3 Incident Prioritization, Definitions, Responsible Parties, and Targets Level Target Target Frequency 1. Client's business is not operational due to significant 1 Hour 4 hours 1 hour performance issues or outage, creating a substantial Urgent financial impact and/or number of customers impacted. 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 incidents get top priority until resolved Examples of Severity 1 incidents include 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 Incident Post-mortem by SpryPoint 2. Client's business is operational but the ability to 2 16 4 perform business functions is severely Hours Business Business Critical disabled/impacted, Hours Hours 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 Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved Exhibit C - Service Level Agreement v2.docx has a defect which creates errors or atypical results to customer records, transactions, or financials. Examples of Severity 2 incidents include but are not limited to: • 10%-20% of the customer base are affected by bills which are calculating or rendering incorrectly • Response times on transactions or screens are 3 times the normal response times (response times must be tracked at go -live for benchmark) • Processes take 3 times as long to complete or error out (response times must be tracked at go -live for benchmark) 3. The service is experiencing an issue that can be 4 120 40 worked around but is impacting client's efficient use of Hours Business Business Restricted the service. The business is operational but with Hours Hours Use reduced efficiency. Examples of Severity 3 incidents to include but not limited to: • Single account issue • Business function has a slight restriction of function of non -critical nature • A work around is required to maintain normal operations • Non-performance impacting defect creates errors or incorrect results 4. The service is fully functional but may contain a 8 10 Upon cosmetic flaw, a misspelling, or a cryptic message. A Hours Business Resolution Not Urgent misinterpretation of the documentation or Client has Days questions on configuration or functionality. No operational, financial, or customer impact. Examples of Severity 4 incidents to include but not limited to: • How Do I...? • General inquiries 5. Enhancement requests 16 As Defined Hours in Change Process Confidential / Copyright 9 2022 SpryPoint Solutions Inc. All Rights Reserved Exhibit C - Service Level Agreement v2.docx 4.4 Triage Based on the severity level of the support request, Client can expect a response from the SpryPoint support desk 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. Document the variables involved. i.e., browser and version, device type, user, etc. 4. Establish a resolution plan and provide an estimated resolution time if possible. 5. If an estimated resolution time cannot be provided during the initial contact, Client will be provided with an estimate on the timeframe. 6. If the support request is Level 5 (Enhancement request), Client will be contacted to discuss the use case and scope of the enhancement. Enhancement specification and quotation will be delivered. 7. Resolution 4.5 Resolution An Incident Resolution will indicate that the issue has been addressed and resolved, pending confirmation from Client's designated contact. If for any reason Client is not satisfied with the resolution, Client may request the issue to be re -opened. 4.6 System Maintenance The primary contact for the ongoing maintenance and support of the application is SpryPoint's Customer Success team. Although rare, SpryPoint may, at its discretion, schedule a system maintenance window, during which time normal production services may not be available. Planned system maintenance windows are mutually agreed upon with the Client. Whenever possible, SpryPoint will attempt to plan Scheduled Maintenance to coincide with Client's IT system maintenance windows and outside the hours of 8:00 a.m. and 5:00 p.m. Eastern Standard Time. There may be some instances where updates may be 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 an unplanned system maintenance requirement and will 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. Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved Exhibit C - Service Level Agreement v2.docx 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. • Operating systems or versions of operating systems which are no longer supported or updated by their authors (e.g., Apple, Google, Microsoft, etc.). • Errors that are a result of product misuse, negligence, or improper utilization of any or all part of the Software or Services. • Issues that are a result of electrical failure, internet connections problems, and all data issues deemed to be under Client's exclusive control and responsibility including but not limited to: data input and output are outside the scope of this service level agreement. Maintenance for unsupported operating systems and/or hardware may be available to clients at an additional charge. 4.8 Incident Post-mortem Process The Incident Post-mortem Process at SpryPoint includes the following: Action Objective Summary of What Happened • Which services and customers were affected? • How long and severe was the issue? • Who was involved in the response? • How was the issue resolved? Root Cause Analysis What were the origins of failure? • Why do we think this happened? Steps Taken to Diagnose, Assess and Resolve What actions were taken? • Which were effective? Which were detrimental? Timeline of Significant Activity • Centralize key activities from monitoring tools, ticket management, incident details, and internal and external communications. Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 12 Exhibit C - Service Level Agreement v2.docx Learnings and Next Steps What went well? What didn't go well? How do we prevent this issue from happening again? Summarize Findings . Circulate summary to affected Clients upon request 4.9 Support Hours Client support is provided during SpryPoint business hours, 8:00 a.m. to 5:00 p.m. Eastern Standard 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 are negotiated on a project -by -project basis. 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. HolidayD.-(On New Year's Day* or Around) January 1st Provincial Holiday Third Monday in February Good Friday Late March/Early April Victoria Day Third Monday in May Canada Day* July 1st 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 11th Christmas Day* December 25th Boxing Day* December 26th *If a holiday falls on a weekend, it will be observed the following Monday. Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 13 Exhibit C - Service Level Agreement v2.docx 5 Service Level Agreements Service Level Agreements (SLAs) provide clarity around the commitments to deliver the Service and set expectations for both parties relative to the Client's business and the impact/role of the Service within the Client's business. 5.1 Service Availability SpryPoint will use commercially reasonable efforts to make our Services available with an uptime percentage of at least 99.5% within a given calendar month. 5.1.1 Exclusions, Exceptions and Limitations This does not apply to any Service performance issues caused by factors; (i) outside of SpryPoint's reasonable control, including any force majeure event or Internet access or related problems 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 Incident Resolution Time Adherence SpryPoint will use commercially reasonable efforts to hit the Resolution Targets defined by Severity Level in Section 4, above. 5.3 Service Credits In the event of a failure by SpryPoint to meet the Service Availability and Incident 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: a. First month of missed service availability or incident resolution target, SpryPoint and Client will meet to discuss possible corrective actions b. Second consecutive month: 10% of the Subscription Fee paid for the applicable month of the affected SpryPoint application c. Third consecutive month: 20% of the Subscription Fee paid for the applicable month of the affected SpryPoint application d. Fourth consecutive month: 30% of the Subscription Fee paid for the applicable month of the affected SpryPoint application e. Fifth consecutive month: 40% of the Subscription Fee paid for the applicable month of the affected SpryPoint application f. Sixth consecutive month: 50% of the Subscription Fee paid for the applicable month of the affected SpryPoint application g. 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. h. 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. Confidential / Copyright 9 2022 SpryPoint Solutions Inc. All Rights Reserved 14 Exhibit C - Service Level Agreement v2.docx 6 Periodic Service Reviews 6.1 Periodic Review of Open Tickets and Outstanding Issues Such reviews are offered by SpryPoint upon client request and may be held either monthly or quarterly as agreed by both parties. Reviews are led by a member of the SpryPoint Customer Success Team and commonly include: • Discussion and review of open or recently closed tickets • Discussion and review of recent or forthcoming product releases 6.2 Periodic Review of Service Level Agreement Performance Such reviews will be held annually (or on a periodic basis as agreed by both parties). Either party may request the review. The review will be led by the Manager of Customer Success and shall include: • Discussion and resolution of any issues that may arise under an SLA • Service delivery since last review • Major deviations from service targets • Negotiate proposed changes to the SLA • Resolve concerns about service delivery • Discuss any staffing changes for SpryPoint or Client The review mechanism shall include an escalation procedure under which any unresolved issues are escalated for immediate resolution. Disagreements shall initially be handled by means of the following escalation provision: 6.2.1 Escalation In the unlikely event that a customer needs to escalate an issue beyond the Support Analyst in charge, the following is the path of that escalation: Confidential / Copyright 9 2022 SpryPoint Solutions Inc. All Rights Reserved 15 Exhibit C - Service Level Agreement v2.docx Managing Partner Manager, CustolAler Success i i Senior Support Analyst Senior Support Analyst Platform Engineer Support Analyst Support Analyst If the Client is unable to get appropriate support from the assigned support analyst or senior support analyst, the client may escalate first to Shelley MacLeod, Manager of Customer Success and then to any Managing Partner at SpryPoint, however Kyle Strang is the Managing Partner responsible for Customer Success -related escalations. Contact information for the Customer Success Management Team: Shelley MacLeod, Kyle Strang Customer Success Manager Managing Partner smacleod@sprypoint.com kstrang@sprypoint.com Office: 902.510.1770 Office: 617.939.9016 Mobile: 902.213.0950 Mobile: 902.476.7930 7 Appendix A — Support Process Supplemental Information 7.1 Creating a Ticket 1. Log into support.sprypoint.com 2. Choose New Support Ticket Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 16 Exhibit C - Service Level Agreement v2.docx How can we help you today? enter your search term here... Q New Support Ticket © Check Ticket Status Q 8558797779 Provide as much information as you can in the required fields. Submit a ticket Requester * smacleod@sprypoint.com Subject * TEST CASE - Ignore Priority * Low V Description * B I U_ — AM co X Test Case. Ignore +Attach a file Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 17 Exhibit C - Service Level Agreement v2.docx *The Description Field could include: • Walkthrough of question/issue • Steps to reproduce • Sample accounts • Actual vs. expected outcome • Supporting documentation (i.e., error message, as attachment) Once submitted, Client will receive an automated response indicating the request has been received as well as the ticket number assigned by our system 7.2 Check ticket status 1. Log into support.sprypoint.com 2. Search by Open or Pending tickets 3. Sort by date created or last modified 4. Click on the ticket to view current status, agent 7.3 Release Management SpryPoint provides releases for all applications on a regular basis. Releases are deployed after standard business hours and are live in the systems the next morning. Release Notes are provided with each release and highlight new features, enhancements, and fixes. The Customer Success Team will assist in reviewing, evaluating, and adopting the new features and functionality found in the new releases. Primary contacts from each organization are included on the distribution list for the Release Notes. If you would like to be included, please submit a ticket with your contact information to the support desk. 7.4 Account Management SpryPoint works to ensure that your applications stay running to support your business predictably and efficiently. Our Customer Success Team provides more than just support for reported issues. We are also focused on Customer Satisfaction and Customer Enablement. We will work with you to assist in adopting and maximizing your SpryPoint applications through: 7.5 Training/Help Implementing a new system takes time and there is a lot to learn when processes and software changes. Our team is here to help you make the most of your investment with SpryPoint. Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 18 Exhibit C - Service Level Agreement v2.docx Throughout the implementation, SpryPoint provides training for administrators and end -users to prepare them for system go -live. After the organization has been live in the production environment and staff have been using the application, it is helpful to schedule some refresher training to review processes and functionality and answer any questions. As we continue to grow, clients will see more self -directed training and webinars. SpryPoint Help Files (Knowledge Base) are available in-app. We have attempted to address issues and questions in advance of you asking, but it is inevitable that some have been missed. If you have searched the Knowledge Base and did not find an answer, please submit a ticket. 7.6 Best Practices Is there something slowing a process down? Talk to us about it, we may have heard about it from another customer, or through industry contacts. Through conversations with customers, we discover new and innovative solutions to common problems. We collect the information and add it to our experience and knowledge to provide best practices that can be used in your organization. The Customer Success Team is always available to discuss any challenges you are facing, brainstorm solutions, and take part in the innovation process. 7.7 Check -Ins We are more than a support team. We are your partners, invested in your success. We reach out to clients on a regular basis to check in and make sure that everything is going well, and you are happy with your SpryPoint applications. The call is usually informative for us and the customer as we learn a lot by asking if there is any way we can help or anything we can do better. When we ask you questions about your organization and the way you use our applications, it is so we can better understand your environment, business goals, and future initiatives, and provide recommendations to any issues that you may have. At your request, we will schedule regular meetings with the Customer Success team and your team using the application. This time can be used to review open items, discuss future initiatives, or answer questions. 7.8 Monitoring SpryPoint applications are monitored for uptime and performance 24/7 using the latest technology. If unexpected conditions or performance degradation is detected, the team is notified automatically and instantly. The Customer Success Team watches for performance issues in real-time and applies updates to fix issues within minutes, often before customers have even noticed a problem. 7.9 Auditing SpryPoint's monitoring tools provide us with Service Level Agreement reports to ensure that we maintain availability and performance standards. We review the reports monthly to ensure you are getting the best experience possible. Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 19 Exhibit C - Service Level Agreement v2.docx 7.10 Integrated Quality Assurance Quality assurance is a critical component of customer success. A customer encountering an issue indicates that quality can be improved, either through documentation, training, product improvement, or more comprehensive testing. For the product team to deliver software, the last internal step, before going to the customer, is to run it through with QA resources to fully understand, experience, verify documentation, and create release notes and customer adoption process. Confidential / Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 20 EpSolicitation 22-8022 Backflow Prevention Management Software Sample Subscription Agreement Confidential I Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 89 SpryPoint Master Subscription Agreement This Master Subscription Agreement, effective as of XXXXXXXX, is by and between SpryPoint Services, Inc ("SpryPoint) a Canadian Corporation with offices at 45 Queen Street, Charlottetown, PE C1A 4A4 and Placer County Water Authority ("Client") with offices at144 Ferguson Rd, Auburn, CA 95603, United States. Whereas SpryPoint provides a subscription Service to which Client intends to subscribe, this Agreement establishes the business relationship and allocation of responsibilities regarding the Service and the parties therefore agree as follows. The exhibits and schedules attached hereto are an integral part of this agreement and are deemed incorporated by reference herein. SpryPoint agrees to perform the services described below in accordance with the terms and conditions of this Agreement. Should there be a conflict of terms or conditions, this Agreement shall control, and the order of precedence shall be as follows: 1. Master Subscription Agreement 2. Exhibit A — Statement of Work 3. Exhibit B — Pricing Schedule 4. Exhibit C — Service Level Agreement 5. Exhibit D — Insurance Requirements 6. Exhibit E — Security Provisions 7. Exhibit F — Escrow Agreement DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement. "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, "control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. "Agreement" means this Master Subscription Agreement, including any exhibits or attachments hereto. "Authorized Named User" means an end user of the Client that has been given access by Client to use the Services. "Authorized Parties" means Clients' or an authorized Affiliate's Employees and third -party providers authorized to access Client's Tenants and/or to receive Client Data by Client (i) in writing, (ii) through the Service's security designation, or (iii) by system integration or other data exchange process. "Confidential Information" refers to the following types of material or content one party to this Agreement ("Discloser") discloses to the other ("Recipient"): (a) any information Discloser marks or designates as "Confidential" at the time of disclosure; and (b) any other non-public, sensitive information disclosed by Discloser including, but not limited to code, inventions, know-how, business, technical, and financial information, or other information which should reasonably be known by the Recipient to be confidential at the time it is disclosed, due to the nature of the information and the circumstances surrounding such disclosure Confidential Information does not include information that: (i) is in Recipient's possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient's improper action or inaction; or (iv) is rightfully obtained by Recipient from a third party without breach of any confidentiality obligations. "Client Data" means a subset of Confidential Information that is comprised of Client's data obtained, used in, or stored as the result of the use of the Services. Client Data shall include the following: (a) Data collected, used, processed, stored, or generated by the Client as the result of the use of the Service, including any personal identifiable information ("PII") and any information related to payment processing, such as credit card numbers and ACH account numbers. Client Data is and shall remain the sole and exclusive property of Client and all right, title, interest in same is reserved to Client. SpryPoint "Client Input" means suggestions, enhancement requests, recommendations or other feedback provided by Client, its employees and Authorized Parties relating to the operation or functionality of the Service. "Competitor" means any entity that may be reasonably construed as offering competitive functionality or the Service offered by SpryPoint. "Documentation" means the Software's standard user manuals and any other accompanying documents related to the Software delivered to Client during Implementation. "Implementation" means the process for gathering requirements, configuring, testing, training, and integrating the Service for Client's use, as set forth in a Statement of Work. "Intellectual Property Rights" means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any appliable laws anywhere in the world, and all moral rights related thereto. "Implementation Services" means the services provided by Provider to Client for the integration, implementation, and use of the Service, which may include project management, analysis, configuration, data conversion, training, testing, development and ongoing maintenance & support, as outlined in Exhibit A - Statement of Work. "Malicious Code" means viruses, worms, timebombs, trojan horses and other malicious code, files, scripts, agents or programs. "Messaging Service" means SpryPoint's alerts, notifications, communications, campaigns & messaging capabilities provided with the Service. "Parties" Collectively refers to SpryPoint and the Client. "Personal Data" means any information that is related to an identified or identifiable individual and has been provided by Client or its Affiliates as Client Data within the SpryPoint Service to enable SpryPoint to process the data on its behalf. "Production Deployment" means once the Client has provided User Acceptance Testing ("UAT") signoff and the Service has been moved into a production environment. "Security Breach" means (i) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Client Data; provided that an incidental disclosure of Client Data to an Authorized Party or SpryPoint or incidental access to Client Data by an Authorized Party or SpryPoint, where no reasonable suspicion exists that such disclosure or access involves theft, or is fraudulent, criminal or malicious in nature, shall not be considered a "Security Breach" for purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any appliable Law and (ii) any security breach (or substantially similar term) As defined by applicable law. "Service" means the combination of SpryPoint's software -as -a service applications as described in the Documentation and subscribed to as set forth in Exhibit B - Pricing Schedule or through a Change Order. "Service Level Agreement" (SLA). means SpryPoint's standard Service Level Availability policy which may be updated from time to time. No update shall materially diminish SpryPoint's responsibilities under the SLA. "Subscription Service Fee" means the annual amount invoiced and payable for Client's use of the Service. The Subscription Service Fee does not include the one-time implementation fees for the Services as set forth in Exhibit A Statement of Work. "Tenant" means a unique instance of the Service, with a separate set of Client data held by SpryPoint in a logically separated database. SpryPoint "Term" means the Initial Term of this Agreement which commences on the Effective Date and will continue for one year. "Updates" means all updates, improvements, enhancements, error corrections, bug fixes, release notes, upgrades and changes to the Service and Documentation as developed by SpryPoint and made generally available for Production use. 1. Provision of Service. 1.1 SpryPoint Obligations. During the Term of this Agreement, SpryPoint shall make the Service and Updates available to Client in accordance with the Documentation, the SLA and pursuant to the terms of this Agreement. SpryPoint shall not use Client Data except to provide the Service, or to prevent or address service or technical problems, verify Service Updates, in accordance with this Agreement and the Documentation, or in accordance with Client's instructions and shall not disclose Client Data to anyone other than Authorized Parties in accordance with this Agreement. 1.2 Client Obligations. Client may enable access of the Service for use only by Authorized Parties solely for the internal business purposes of Client and its Affiliates in accordance with the Documentation and not for the benefit of any third parties. Client is responsible for all Authorized Party use of the Service and compliance with this Agreement. Client shall: (a) have sole responsibility for the accuracy, quality, and legality of all Client Data and (b) take commercially reasonable efforts to prevent unauthorized access to, or use of, the Service through login credentials of Authorized Parties, and notify SpryPoint promptly of any such unauthorized access or use. Client shall not: (i) use the Service in violation of applicable Laws; (ii) in connection with the Service, send or store infringing, obscene, threatening or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) send or store Malicious Code in connection with the Service or its related systems or networks in a manner not set forth in the Documentation. Client shall designate a maximum number of named contacts as listed in the applicable Orde form to request and receive support services from SpryPoint. Named support contacts must be trained on the SpryPoint product(s) for which they initiate support requests. Client shall be liable for the acts and omissions of all Authorized Parties and Client Affiliates relating to this Agreement. 1.3 Acceptable Use. Client acknowledges and agrees that SpryPoint does not police the content of communications or data of Client or its users transmitted through the Service, and that SpryPoint shall not be responsible for the content of any such communications or transmissions. Client shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations Client is solely responsible (a) for making sure that the disclosure and use of data, content and information provided to SpryPoint does not violate any applicable law or infringe upon the intellectual property rights of any third party and (b) for the appropriate use of any reports and other materials prepared by Client in a manner that will not violate any applicable law or infringe upon the intellectual property rights of any third party. Client agrees not to post or upload any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (c) otherwise violates any applicable law. SpryPoint may remove any violating content posted or transmitted through the Services, without notice to Client. SpryPoint may suspend or terminate any user's access to the Service upon notice in the event that SpryPoint reasonably determines that such user has violated the terms and conditions of this Agreement. 2. Fees. 2.1 Invoices & Payment. SpryPoint will invoice Client the first -year subscription fee for the Service upon execution of this agreement. All fees are quoted and payable in United States Dollars. All invoiced charges are due net 30 days from the invoice date unless otherwise stated on the invoice. Client is responsible for providing SpryPoint complete and accurate billing and contact information including a valid email address prior to the commencement of your subscription. Upon SpryPoint's request, Client will make payments via electronic bank transfer. All remittance and invoice inquiries are to be directed to finance@SprryPoint.com. 2.2 Non -Cancelable & Non -Refundable. Except as specifically set forth to the contrary under Section 6 (Warranty) and Section 7 (Indemnification), all payment obligations are non -cancelable, and all payments made are non-refundable. SpryPoint 2.3 Non -Payment and Suspension of Service. If SpryPoint does not receive any invoiced amount by the due date as provided in Section 2.1 herein, then without limiting rights and remedies, the invoiced amount(s) may accrue interest at the rate of 1.5% per month. If any amount owing by Client for SpryPoint's services under this or any other agreement is net 30 or more days overdue, SpryPoint, without limiting its other rights and remedies reserves the right to suspend the Service until such amounts are paid in full. 2.4 Taxes. All fees invoiced pursuant to this Agreement do not include any applicable taxes. Client shall be solely responsible in the event any authority imposes a duty, tax, levy, or fee (excluding those based on Provider's net income) directly upon the Client in relation to this Agreement. 2.5 Tax Status. SpryPoint's fees do not include any Transaction Taxes. Client agrees that it is exempt from all Transaction Taxes, including but not limited to, any local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value - added, goods and services taxes, excise, use or similar taxes. In the event that Client's tax-exempt status changes such that it is no longer exempt from Transaction Taxes, Client shall become responsible for paying all Transaction Taxes associated with this Agreement. If SpryPoint has a legal obligation to pay or collect Transaction Taxes for which Client is responsible under this section, the appropriate amount shall be invoiced to and paid by Client. If Client itself, as a body entitled to assess taxes or fees, imposes any taxes or fees upon SpryPoint's provision of the Services, the fees in this Agreement are net of any such taxes or fees and SpryPoint will gross up its invoices to include such taxes or fees. 2.6 Additional Services. The Service includes optional variable services such as SMS messaging services and outbound IVR dialer services (collectively "Additional Services"). All Additional Services shall be invoiced by SpryPoint to Client upon the request of such services by Client at the pricing and rates provided in Exhibit B. (a) For SMS text messaging services, an optional SMS Short Code fee shall be invoiced upon request of a Short Code by Client. SMS short code fees shall be invoiced annually, while in- bound and out- bound text message usage fees shall be invoiced monthly for actual amount used. (b) For Outbound IVR services, usage fees shall be invoiced monthly for the actual amount used upon activation and usage of the outbound IVR services. 2.7 Enhancement Cost. Any enhancements to the Service beyond the initial scope as outlined in Exhibit A — the Statement of Work will be performed on a time and material basis, at an hourly rate of $200 USD per hour. We will implement enhancements pursuant to the change control process as outlined in Exhibit A. 2.8 Additional Users. SpryPoint will be automatically notified when new users are added to Client's Service. If the number of active users, not including archived users, exceeds Clients current subscription, SpryPoint will invoice client for any incremental user additions during the calendar month. Invoice to client will be prorated to align with the remaining months in Client's subscription period. 3. Proprietary Rights 3.1 SpryPoint Intellectual Property Rights. SpryPoint retains all right, title, and interest in and to the Service, Documentation and other SpryPoint Intellectual Property Rights including any related methodologies, techniques, processes, and instruction developed by SpryPoint and used in the course of delivering the Service. under this Agreement and an applicable Statement of Work. No rights are granted to Client hereunder other than expressly set forth herein. Client shall not (and shall not allow or cause any third party to (i) reverse engineer, modify or copy the Service or Documentation or create any derivative works based on the Service and Documentation; (ii) copy and features, functions, interfaces, integrations or graphics of the Service or Documentation; (iii) access the Service or Documentation in order to build any commercially available product or service. 3.2 Client Rights. SpryPoint hereby grants Client's Authorized Named Users (and those of Client's Affiliates and Authorized Parties) a non-exclusive, non -transferable, non -perpetual limited right to use the Service and Documentation, solely for the internal business purposes of Client and Affiliates and solely during the Term, subject to the terms and conditions of this Agreement. 3.3 License to Host Client's Data. Client grants SpryPoint and SpryPoint's hosting partners a worldwide, limited -term license to host, copy, transmit and display Client's Data, as necessary for SpryPoint to provide SpryPoint the Service in accordance with this Agreement. As between SpryPoint and Client, SpryPoint acquires no right, title or interest from Client under this Agreement in or to Client's Data. 3.4 License to use Client's Feedback. Client grants to SpryPoint and its affiliates a worldwide, perpetual, irrevocable, royalty -free license to use and incorporate into the Service any suggestion, enhancement request, recommendation, correction or other Client feedback relating to the Service. SpryPoint shall have no obligation to make Client Input an Improvement. 3.5 Statistical Information. SpryPoint owns all aggregated and statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, configurations, and performance results for the Service. SpryPoint may anonymously compile statistical information related to the performance of the Service for purposes of improving the SaaS service, provided that such information does not identify Client's data or include Client's name. 4. Confidentiality 4.1 Confidentiality. A party shall not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement except with the other party's prior written permission. 4.2 Nondisclosure. A party shall not use Confidential Information for any purpose other than to facilitate this Agreement. A Recipient: (a) shall not disclose Confidential Information to any employee or contractor unless such person needs access in order to facilitate the Agreement and executes a nondisclosure agreement with Recipient (b) shall not disclose Confidential Information to any third party without Discloser's prior written consent. 4.3 Protection. Each party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event using less than a reasonable standard of care. 4.4 Injunctive Relief. Recipient agrees that breach of Confidentiality would cause irreparable injury, for which monetary damages would be inadequate. If a recipient discloses or uses any Confidential Information of the other party in breach of confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts. 4.5 Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license or any other right thereto. Discloser will retain all right, title and interest in and to all Confidential Information. 5. Data Privacy & Security 5.1 SpryPoint use of Data. Client hereby grants SpryPoint a limited right to access, process, collect, store, generate, display, and use Client Data for the sole purpose of providing the Service. SpryPoint shall keep and maintain Client Data in strict confidence and shall not allow any third parties to use, disclose, or access Client Data without Client's prior written consent. Notwithstanding the foregoing, SpryPoint may disclose Client Data as required by applicable law or by proper legal or governmental authority. SpryPoint shall give Client notice of any such legal or governmental demand and reasonably cooperate with Client in any effort to seek a protective order or otherwise contest such required disclosure, at Client's expense. 5.2 Data Security. Each Party shall be responsible for establishing and maintaining its own data privacy and information security policies, including physical, technical, administrative, and organizational safeguards to ensure the security and confidentiality of Client Data; protect against any anticipated threats or hazards to the security of Client data, protect against unauthorized disclosure, access to, or use of Client Data, ensure the proper disposal of Client Data, and ensure that all employees, agents, and subcontractors, if any, comply with the above. 5.3 Unauthorized Disclosure. If either Party believes there has been a Security Breach, such party must notify the other party upon the earlier of forty-eight (48) hours after discovery or any time frame required by applicable law unless legally prohibited from doing so. Each Party will reasonably assist the other Party in mitigating or remediating any potential damage where appropriate. Each party shall bear the costs of such remediation or mitigation to the extent the breach or security incident was caused by it. As soon as reasonably practicable after any such Security Breach, upon Client's request, Client and SpryPoint will consult in good faith regarding the root cause analysis and any remediation efforts. SpryPoint 6. Warranties & Disclaimers 6.1 From SpryPoint. a) Function: SpryPoint represents and warrants that, during the Term, the Service will perform materially in accordance with the Documentation. b) Intellectual Property Rights: SpryPoint represents and warrants that it owns the Service and has the power and authority to grant the rights in this Agreement without the further consent of any third party. c) Malicious Code: SpryPoint represents and warrants that to the best of its knowledge, the Service does not contain any Malicious code. SpryPoint further warrants that it will not knowingly introduce any Malicious Code into the Service. 6.2 From Both Parties. Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation know to it would have a material adverse impact on its ability to perform as required hereunder. 6.3 Warranty Remedies. In the event of a breach of the warranty as set forth in Section 6.1, or upon the discovery of Malicious Code in the Service, (a) SpryPoint shall correct the non -conforming Service at no additional charge to Client or (b) in the event SpryPoint is unable to correct such deficiencies after good - faith efforts, SpryPoint shall refund Client amounts paid that are attributable to the defective Service from the date SpryPoint received such notice through the date of remedy, if any. At no time shall the refund exceed the subscription fees actually paid by Client in consideration for SpryPoint's service delivery during the immediately preceding twelve (12) month period for the Service. 6.4 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES OUTLINED IN SECTION 6.1 AND 6.2 ABOVE, SPRYPOINT MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND/OR RELATED DOCUMENTATION. SPRYPOINT DOES NOT WARRANT THAT THE SERVICE WILL PERFORM WITHOUT ERROR OR THAT IT WILL RUN WITHOUT IMMATERIAL INTERRUPTION. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CLIENT IN CONNECTION WITH THE PROVISION OF THE SERVICE. 7. Indemnification 7.1 Indemnification. SpryPoint shall protect, defend, hold harmless and indemnify Client harmless against any loss, damage or costs in connection with claims, demands, suits or proceedings ("Indemnified Claims)" made or brought against Client alleging that the use of the Service infringes any third party's Intellectual Property Rights; provided, however, that Client; (a) promptly gives written notice of the Claim to SpryPoint; (b) gives SpryPoint sole control of the defense and settlement of the Claim; and (c) provides to SpryPoint, at SpryPoint's cost, all reasonable assistance. SpryPoint's obligations set forth in this Section do not apply to the extent that an Indemnified Claim arises out of: (a) Client's breach of this Agreement; (b) revisions to the Service made without SpryPoint's written consent; (c) Client's failure to incorporate Upgrades that would have avoided the alleged infringement; (d) Modification of the Service by Client, its Employees, or Authorized Parties in conflict with Client's obligations (e) Unauthorized use of the service by third parties; or (f) use of the Service in a manner inconsistent with the Documentation. Furthermore, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of Client. If Client is enjoined from using the Service or SpryPoint reasonably believes it will be enjoined, SpryPoint shall have the right at its sole option, to obtain for Client the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to SpryPoint, then use of the Service may be terminated at either party's option and SpryPoint's sole liability shall be to refund any prepaid fees for the Service that were to be provided after the effective date of termination. 8. Limitation of Liability 8.1 Liability Cap. SpryPoint's liability arising out of or related to this Agreement shall in no event exceed the Subscription Fees paid by Client within the twelve (12) months preceding the claim. SpryPoint 8.2 Clarifications & Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY CLIENT IN CONSIDERATION FOR SPRYPOINT'S SERVICE DELIVERY DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE. FOR THE AVOIDANCE OF DOUBT, SPRYPOINT'S LIABILITY LIMITS APPLY TO SPRYPOINT'S AFFILIATES, PROVIDERS, AGENTS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND OTHER REPRESENTATIVES. 8.3 Exclusion of Damages. EXCEPT WITH RESPECT TO AMOUNTS TO BE PAID BY EITHER PARTY PURSUANT TO A COURT AWARAD (OTHER THAN A DEFAULT JUDGMENT) OR SETTLEMENT AS WELL AS THE DEFENSE COSTS UNDER THE INDEMNIFICATION OBLIGATIONS NO MATTER HOW MUCH DAMAGES MAY BE CHARACTERIZED, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF US, COST OF DATA RECONSTRUCTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS, OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CLIENT WILL NOT ASSERT THAT ITS PAYMENT OBLIGATIONS ARE EXCLUDED AS SPRYPOINT'S LOST PROFITS. 9. Term & Termination 9.1 Term of Agreement. The Term of this agreement commences on the Effective Date and will continue for one year. 9.2 Annual Renewal. The initial Term shall automatically renew for successive terms of one year unless either party provides the other written notice of termination at least (30) days prior to the expiration of the current term. 9.3 Annual Escalation. The annual Subscription Service Fee for the Service shall be subject to adjustment on each anniversary of the Effective Date at the higher of the following: a) in accordance with the change in the USA Consumer Price Index ("CPI") as published by the Government of the United States. The CPI will be determined based on the percentage increase in the CPI for the twelve (12) month period ending with the calendar month which is three (3) months prior to each anniversary of the Effective Date b) 5% per year. 9.4 Termination for Convenience. Client shall have the right to terminate this Agreement without cause or penalty, by giving not less than Thirty (30) days' prior written notice to SpryPoint. Upon termination, Client shall pay SpryPoint all fees due up to the time of termination. 9.5 Termination for Default. Either party may terminate this Agreement upon Thirty (30) days prior written notice in the event of a material breach by the other party if such breach remains uncured at the expiration of such notice period. 9.6 Termination for Non -Appropriation of Funds. Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement are not forthcoming or are insufficient, through the failure of any entity to appropriate funds or otherwise, Client will have the right to terminate at no additional cost or penalty by giving Thirty (30) days written prior notice documenting the lack of funding. 9.7 Effect of Termination. Upon any termination of this Agreement, Client shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the applicable Service. Termination for any reason shall not relive Client of the obligation to pay any fees accrued or due and payable to SpryPoint prior to the effective date of termination. SpryPoint 9.8 Access to Client Data. Upon written request by Client made prior to any expiration or termination of this Agreement, SpryPoint will make Client Data available to Client through the Service solely for purposes of Client retrieving Client Data for a period of up to sixty (60) days. After 60 days, SpryPoint will have no obligation to maintain or provide any Client data and shall thereafter, unless legally prohibited, delete all Client Data and will have no further obligation to make it available to Client. 10. Messaging. 10.1 Supplemental Messaging Terms. If Client elects to use SpryPoint's Alerts, Notifications, Communications, Campaigns & Messaging capabilities (Messaging Service") provided with the Service the following supplemental terms ("Messaging Terms") will apply. For avoidance of doubt, Messaging Terms apply to all SpryPoint applications within the service involving automated phone calls, pre-recorded messages, text messages, emails, in-app notifications and any other bulk communications. 10.2 Responsibility & Risk. Client shall be solely responsible for the content of any communications which Client initiates or authorizes in connection with the Messaging Services. SpryPoint shall have no responsibility or liability with respect to messages or communications initiated or authorized by Client. Client assumes all risks associated with use of the Messaging Service 10.3 Messaging Indemnity. Client shall hold harmless, defend and indemnify SpryPoint and its officers, directors, employees, contractors and representatives from and against all claims, damages, losses and expenses including without limitation any statutory damages, penalties and attorney's fees arising out of or relating to the Messaging Service or any breach by Client of the Agreement including without limitation, these Messaging Terms, except in the event of SpryPoint's willful misconduct. 10.4 Compliance. SpryPoint is limited to delivering the Messaging Service to the Client as part of the Service, accordingly, compliance with applicable laws is strictly Client's responsibility with respect to the Messaging Service notwithstanding any provision to the contrary. 11. Miscellaneous 11.1 Independent Contractor. SpryPoint and all persons(s) employed by or contracted with SpryPoint to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(S) or employee(s) of Client. SpryPoint has full rights to manage its employees in their performance of the Service under this agreement. This agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third -party beneficiaries to this Agreement. 11.2 Insurance. SpryPoint will maintain during the entire Term of this Agreement, at its own expense the insurance coverage as outlined in Attachment D. The policies shall name Client as an additional insured with respect to the provision of services provided under this agreement. 11.3 Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of California. 11.4 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon the third business day after first class mailing. Notices to the Client shall be sent to: XXXXXXXXX Attention: XXXXXXXXX Notices to SpryPoint shall be sent to: Kyle Strang Managing Partner 45 Queen Street — Suite #401 Charlottetown, PE C1A 4A4 11.5 Waiver. No failure or delay by either party in exercising any right under this agreement shall constitute a waiver of that right or any other right. Neither Client's review, acceptance nor payments for any of the SpryPoint Service or the Implementation Services shall be constructed to operate as a waiver of any rights under this agreement or of any cause of action arising out of the performance of this Agreement. 11.6 Force Majeure. In no event shall either party be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that SpryPoint shall use reasonable efforts which are consistent with accepted software industry practices to resume performance as soon as practicable under the circumstances. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. 11.7 Conflicts of Interest. SpryPoint certifies that to the best of its knowledge, no Client officer, employee or authorized representative has any financial interest in the business of SpryPoint and that no person associated with SpryPoint r has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. 11.8 Fair Employment. SpryPoint shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law. 11.9 Time. Time is of the essence in the performance of this Agreement. 11.10 Assignment. Neither Party may may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party (which consent shall not be unreasonably withheld). Except to the extent forbidden herein, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns. Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as the assignee agrees to be bound by all of the terms of this Agreement and all past due fees are paid in full. In no event shall Client have the right to assign this Agreement to a direct Competitor of SpryPoint. Any attempt by a party to assign its rights or obligations under this Agreement other than as permitted by this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 11.11 Severability. To the extent permitted by the law, the parties waive any provision of law that would render any clause of this Agreement invalid or unenforceable. In the even that a provision herein is held to be invalid or unenforceable, such provision will be interpreted to fulfills its intended purpose to the maximum extent permitted by the law, and the remaining provisions of this Agreement will continue in full force and effect. 11.12 Publicity. Except as set forth herein, SpryPoint shall not use Client's name, logos, or trademarks in any written press releases, advertisements and/or marketing materials without the prior consent of Client, SpryPoint is authorized to use Client's name and logo in lists of Clients and on its website, however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from SpryPoint. 11.13 Piggyback. It is understood and agreed by Client and SpryPoint that any governmental entity may purchase the services specified herein in accordance with the prices, terms, and conditions of this agreement. It is also understood and agreed that each local entity will establish its own contract with SpryPoint, be invoiced therefrom and make its own payments to SpryPoint in accordance with the terms of the contract established between the new governmental entity and SpryPoint. It is also hereby mutually understood and agreed that Client is not a legally bound party to any contractual agreement made between SpryPoint and any entity other than Customer. 11.14 Amendment. This Agreement may only be amended in writing by authorized representatives of each pa rty. SpryPeint 11.15 Execution in Counterparts: This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument. Client- Signature: SpryPoint Services, Signature: Name: Name: Ryan Cawley Title: Title: Managing Partner Date Signed: Date Signed: REQUEST FOR PROPOSAL (RFP) ##22-8022 FOR "Backflow Prevention Management Software" BETWEEN COLLIER COUNTY AND SPRYPOINT SERVICES, INC. "Effective Date " ATTACHED: 1. Master Subscription Agreement ............................12 pages 2. Exhibit A — Statement of Work .............................9 pages 3. Exhibit $ — Pricing Schedule................................9 pages 4. Exhibit C — Service Level Agreement ....................20 pages 5. Exhibit D — Insurance Requirements .......................3 pages 6. Exhibit E — Security Overview...............................6 pages 7. Exhibit F — Data Processing Exhibit ........................6 pages Department/Division dame: Collier County Public Utilities Department Water Division 3339 Tamiarni Trail E, Ste 302 Naples, Florida 34112 Contract Administrator: Pamela Libby, Manager- Distribution P. (239) 252-6239 E, Pamela. Libb Lako 11 iercounlyfl. gov 404 SpryPeint Master Subscription Agreement This Master Subscription Agreement ("Agreement"), effective as of ("Effective date") by and between SpryPoint Services, Inc. ("SpryPoint" or "Contractor") a Canadian Corporation with offices at 45 [queen Street, Suite 400, Charlottetown, PE C7A 4A4 CA, authorized to do business In the state of Florida and Collier County ("Client" or "County"), a political subdivision of the state of Florida with offices at 3339 E. Tamiami Trail, Suite 303, Maples, FI, 34112, United States (collectively the "Parties"). Whereas SpryPolnt provides a subscription Service to which Client intends to subscribe, this Agreement establishes the business relationship and allocation of responsibllitles regarding the Service and the parties therefore agree as follows, SpryPoint shall provide services in accordance with the terms and conditions of this Agreement and Collier County Request for Proposal (RFP) #22-8022. The exhibits and schedules attached hereto are an integral part of this agreement and are deemed incorporated by reference herein. SpryPolnt agrees to perform the services described below in accordance with the terms and conditions of this Agreement. Should there be a conflict of terms or conditions, this Agreement shall control, and the order of precedence shall be as follows: 1. Master Subscription Agreement 2. Exhibit A — Statement of Work 3. Exhibit B — Pricing Schedule 4. Exhibit C — Service Level Agreement 5. Exhibit D — Insurance Requirements $. Exhibit E — Security Overview 7. Exhibit F — Data Processing Exhibit The exhibits listed below are agreed to be Incorporated by reference and made part of this Agreement. 13. Exhibit G - Solicitation 22-8022 - Backflow Prevention Management Software 9. Exhibit H - SpryPoint Response to Solicitation 22-8022 — Backflow Prevention Management Software DEFINITIONS. The following capitalized terms shall have the following meanings whenever used In this Agreement 'Affillate" means any entity which directly or indirectly controls, Is controlled by, or is under common control by either party. For purposes of the preceding sentence, "control" means direct or Indirect ownership or control of more than 50% of the voting interests of the subject entity. "Agreement" means this Master Subscription Agreement, Including any exhibits or attachments hereto, 'Authorized Named User* means an end user of the Client that has been given access by Client to use the Services, "Authorized Parties" means Clients' or an authorized Affiliate's Employees and third -party providers authorized to access Client's Tenants and/or to receive Client Data by Client (i) in writing, (ii) through the Service's security designation, or (ill) by system integratlon or other data exchange process. "Confidential Information" refers to the following types of material or content one party to this Agreement ("Discloser") discloses to the other ("Recipient"): (a) any information Discloser marks or designates as "Confidential" at the time of disclosure; and (b) any other non-public, sensitive Information disclosed by Discloser Including, but not limited to code, inventions, know-how, business, technical, and financial Information, or other information which should reasonably be known by the Recipient to be confidential at the time It Is disclosed, due to the nature of the Information and the circumstances surrounding such disclosure Confidential Information does not Include Pabc 1 of 12 Master Subscription Agreement cl� piryPbint Information that: (I) is in Recipient's possession at the time of dlsclosure; (II) Is Independently developed by Recipient without use of or reference to Confidential Information; (Ili) becomes known publicly, before or after disclosure, other than as a result of Recipient's Improper action or inaction; or (iv) Is rightfully obtained by Recipient from a third party without breach of any confidentiality obligatlons. "Client Data" means a subset of Confidential Information that Is comprised of Client's data obtained, used in, or stored as the result of the use of the Services. Client Data shall Include the following: (a) data collected, used, processed, stored, or generated by the Client as the result of the use of the Service, including any personal Identifiable information ("PII") and any information related to payment processing, such as credit card numbers and ACH account numbers, Client Data is and shall remain the sole and exclusive property of Client and all right, title, Interest in same is reserved to Client. "Client Input" means suggestions, enhancement requests, recommendations or other feedback provided by Client, its employees and Authorized Parties relating to the operation or functionality of the Service. "Competitor" means any entity that may be reasonably construed as offering competitive functionality or the Service offered by SpryPoint, "Documentation' means the Software's standard user manuals and any other accompanying documents related to the Software delivered to Client during Implementation. "Implementation" means the process for gathering requirements, configuring, testing, training, and Integrating the Service for Client's use, as set forth In a Statement of Work, "Intellectual Property Rights" means any and all common law, statutory and other Industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights Issued, honored or enforceable under any appliable laws anywhere in the world, and all moral rights related thereto. "Implementation Services" means the services provided by Provider to Client for the integration. Implementation, and use of the Service, which may include project management, analysis, configuration, data conversion, training, testing, development and ongoing maintenance & support, as outlined in Exhibit A - Statement of Work. "Malicious Code" means viruses, worms, timebombs, trojan horses and other malicious code, files, scripts, agents or programs. "Messaging Service" means SpryPolnt's alerts, notifications, communications, campaigns & messaging capabilities provided with the Service, "Parties" Collectively refers to SpryPoint and the Client. "Personal Data" means any information that Is related to an Identified or Identifiable Individual and has been provided by Client or its Affiliates as Client Data within the SpryPoint Service to enable SpryPoint to process the data on Its behalf. "Production Deployment" means once the Client has provided User Acceptance Testing ("UAT") signoff and the Service has been moved Into a production environment. "Security Breach" means (i) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Client Data; provided that an incidental disclosure of Client Data to an Authorized Party or SpryPoint or incidental access to Client Data by an Authorized Party or SpryPoint, where no reasonable suspicion exists that such disclosure or access Involves theft, or is fraudulent, criminal or malicious In nature, shall not be considered a "Security Breach" for purposes of this definition, unless such incidental disclosure or Incidental access triggers a notification obligation under any appliabie Law and (li) any security breach (or substantially similar term) As defined by applicable law. Page 2 of 12 Master Subscription Agreement 0 T pryFbint "Service" means the combination of SpryPolnt's software -as -a service applications as described In the Documentation and subscribed to as set forth In Exhibit B - Pricing Schedule or through an Amendment to the Contract. "Service Level Agreement" (SLA). means SpryPoint's standard Service Level Availability policy which may be updated from time to time. No update shall materially diminish SpryPoint's responsibilities under the SLA. "Subscription Service Fee" means the annual amount invoiced and payable for Client's use of the Service. The Subscription Service Fee does not include the one-time implementation fees for the Services as set forth in Exhibit A Statement of Work. "Tenant" means a unique Instance of the Service, with a separate set of Client data held by SpryPoint In a logically separated database. "Term" means the Initial Term of this Agreement which commences on the Effective Date and will continue for five (5) years with one two (2) year renewal option. "Updates" means all updates, improvements, enhancements, error corrections, bug fixes, release notes, upgrades and changes to the Service and Documentation as developed by SpryPoint and made generally available for Production use, 1. Provision of Service. 1.1 SpryPoint Obligations. during the Term of this Agreement, SpryPoint shall make the Service and Updates available to Client In accordance with the Documentation, the SLA and pursuant to the terms of this Agreement. SpryPoint shall not use Client Data except to provide the Service, or to prevent or address service or technical problems, verify Service Updates, In accordance with this Agreement and the Documentation, or In accordance with Client's Instructions and shall not disclose Client Data to anyone other than Authorized Parties In accordance with this Agreement. 1.2 Client Obligations. Client may enable access of the Service for use only by Authorized Parties solely for the internal business purposes of Client and Its Affiliates In accordance with the Documentation and not for the benefit of any third parties. Client Is responsible for all Authorized Party use of the Service and compliance with this Agreement. Client shall; (a) have sole responsibility for the accuracy, quality, and legality of all Client Data and (b) take commercially reasonable efforts to prevent unauthorized access to, or use of, the Service through login credentials of Authorized Parties, and notify SpryPoint promptly of any such unauthorized access or use. Client shall not; (I) use the Service In violation of applicable Laws; (ii) in connection with the Service, send or store infringing, obscene, threatening or otherwise unlawful or tortious material, Including material that violates privacy rights; (iiI) send or store Malicious Code In connection with the Service or Its related systems or networks In a manner not set forth In the Documentation. Client shall designate a maximum number of named contacts as listed In the applicable Order form to request and receive support services from SpryPoint. Named support contacts must be trained on the SpryPoint product(s) for which they Initiate support requests. Client shall be liable for the acts and omissions of all Authorized Parties and Client Affiliates relating to this Agreement. 1.3 Acceptable-Llse. Client acknowledges and agrees that SpryPoint does not police the content of communications or data of Client or its users transmitted through the Service, and that SpryPoint shall not be responsible for the content of any such communications or transmissions. Client shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulatlons Client Is solely responsible (a) for making sure that the disclosure and use of data, content and information provided to SpryPoint does not violate any applicable law or infringe upon the intellectual property rights of any third party and (b) for the appropriate use of any reports and other materials prepared by Client in a manner that will not violate any applicable law or infringe upon the intellectual property rights of any third party, Client agrees not to post or upload any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) violates the rights of others, such as data which Infringes on any Intellectual property rights or violates any right of privacy or publicity; or (c) otherwise violates any applicable law. SpryPoint may remove any violating content pasted or transmitted Page 3 of 12 Master Subscription Agreement pryint through the Services, without notice to Client. SpryPoint may suspend or terminate any User's access to the Service upon thirty (30) days notice In the event that SpryPolnt reasonably determines that such user has violated the terms and conditlons of this Agreement. 2. FOOS. 2.1 Invoices & Payment. SpryPoint will Invoice Client the first -year subscription fee for the Service upon execution of this agreement, All fees are quoted and payable in United States Dollars. All Invoiced charges are due net 30 days from the invoice date unless otherwlse stated on the invoice. Client Is responsible for providing SpryPoint complete and accurate bllling and contact information Including a valid email address prior to the commencement of your subscription. Upon SpryPolnt's request, Client will make payments via electronic bank transfer. All remittance and invoice inquiries are to be directed to financeCaSpryPoint: corn, Payment will be made upon receipt of a proper Invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act", 2.2 Non -Payment and Suspension of Service. Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. If any amount owing by Client for SpryPoint's services under this or any other agreement is net 30 or more days overdue, SpryPoint, without limiting Its other rights and remedies reserves the right to suspend the Service until such amounts are paid In full. 2.3 Taxes. All fees Invoiced pursuant to this Agreement do not Include any applicable taxes. Client shall be solely responsible In the event any authority Imposes a duty, tax, levy, or fee (excluding those based on Provider's net income) directly upon the Client in relation to this Agreement. Collier County, Florida as a political subdivision of the State of Florida, Is exempt from the payment of Florida sales tax to its Contractors under Chapter 212, Florida Statutes, Certificate Exemption #85-8015966531C-1. 2.4 Tax Status. SpryPoint's fees do not Include any Transaction Taxes. Client agrees that It is exempt from all Transaction Taxes, Including but not limited to, any local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value - added, goods and services taxes, excise, use or similar taxes. In the event that Client's tax-exempt status changes such that It is no longer exempt from Transaction Taxes, Client shall become responsible for paying all Transaction Taxes associated with this Agreement. If SpryPoint has a legal obligation to pay or collect Transaction Taxes for which Client Is responsible under this section, the appropriate amount shall be invoiced to and paid by Client. If Client itself, as a body entitled to assess taxes or fees, imposes any taxes or fees upon SpryPoint's provision of the Services, the fees In this Agreement are net of any such taxes or fees and SpryPoint will gross up its invoices to Include such taxes or fees. 2.5 SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work, Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to Its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C, 2.6 Additional Services. The Service includes optional variable services such as SMS messaging services and outbound IVR dialer services (collectively "Additional Services"). All Additional Services shall be invoiced by SpryPoint to Client upon the request of such services by Client at the pricing and rates provided In Exhibit B. (a) For SMS text messaging services, an optional SMS Short Code fee shall be invoiced upon request of a Short Code by Client. SMS short code fees shall be invoiced annually, while in- bound and out- bound text message usage fees shall be invoiced monthly for actual amount used. (b) For Outbound IVR services, usage fees shall be Invoiced monthly for the actual amount used upon activation and usage of the outbound IVR services. 2.7 Additional Services Cost. Any additional services to the Service beyond the initial scope as outlined in Exhibit A — the Statement of Work will be performed on a time and material basis, at an hourly rate of Page 4 of 12 Masten Subscription Agreement Spryftn# $200 USD per hour. We will Implement enhancements pursuant to the change control process as outlined In Exhibit A, 2.8 Additional Users, SpryPoint will be automatically notified when new users are added to Client's Service. If the number of active users, not Including archived users, exceeds Clients current subscription, SpryPoint will invoice client for any Incremental user additions during the calendar month. Invoice to client will be prorated to align with the remaining months in Client's subscription period. 3. Proprietary Rights 3.1 SpryPoint Intellectual Property Rights. SpryPoint retains all right, title, and Interest in and to the Service, Documentation and other SpryPoint Intellectual Property Rights Including any related methodologies, techniques, processes, and Instruction developed by SpryPoint and used in the course of delivering the Service. under this Agreement and an applicable Statement of Work. No rights are granted to Client hereunder other than expressly set forth herein. Client shall not (and shall not allow or cause any third party to (i) reverse engineer, modify or copy the Service or Documentation or create any derivative works based on the Service and Documentation; (ii) copy and features, functions, interfaces, integrations or graphics of the Service or Documentation; (III) access the Service or Documentation In order to build any commercially available product or service. 3.2 Client Rights. SpryPoint hereby grants Client's Authorized Named Users (and those of Client's Affiliates and Authorized Parties) a non-exclusive, non -transferable, non -perpetual limited right to use the Service and Documentation, solely for the internal business purposes of Client and Affiliates and solely during the Term, subject to the terms and conditions of this Agreement. 3.3 License to Host Client's Data. Client grants SpryPoint and SpryPoint's hosting partners a worldwide, Ilmited-term license to host, copy, transmit and display Client's Data, as necessaryfor SpryPoint to provide the Service In accordance with this Agreement. As between SpryPoint and Client, SpryPoint acquires no right, title or interest from Client under this Agreement In or to Client's Data, 3.4 Llcense to use Client's Feedback. Client grants to SpryPoint and Its affiliates a worldwide, perpetual, irrevocable, royalty -free license to use and incorporate into the Service any suggestion, enhancement request, recommendation, correction or other Client feedback relating to the Service. SpryPoint shall have no obligation to make Client Input an Improvement. 3.5 Statistical Information. SpryPoint owns all aggregated and statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, configurations, and performance results for the Service. SpryPoint may anonymously compile statistical information related to the performance of the Service for purposes of improving the SaaS service, provided that such information does not identify Client's data or Include Client's name. 4. Confldentlallty 4.1 Confidentiality. A party shall not disclose or use any Confidential Information of the other party except as reasonably necessaryto perform its obligations or exercise its rights pursuantto this Agreement except with the other party's priorwritten permission. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat„ and the Florida Sunshine Law, Chapter 286, Fla. Stat, 4.2 Nondisclosure. A party shall not use Confidential Information for any purpose other than to facilitate this Agreement, A Recipient, (a) shall not disclose Confidential Information to any employee or contractor unless such person needs access in order to facilitate the Agreement and executes a nondisclosure agreement with Recipient (b) shall not disclose Confidential Information to any third party without Discloser's prior written consent. 4.3 Protection. Each party shall protect Confidential Information with the same degree of care It uses to protect Its own confidential information, but in no event using less than a reasonable standard of care. 4.4 Injunctive Relief. Recipient agrees that breach of Confidentiality would cause irreparable injury, for which monetary damages would be inadequate. If a recipient discloses or uses any Confidential Information of Page 5 of 12 Master Subscription Agreement SpryPoint the other party In breach of confidentiality protections hereunder, the other party shall have the right, In addition to any other remedies available, to injunctive relief to enjoin such acts. 4.5 Retention of Rights, This Agreement does not transfer ownership of Confidential Information or grant a license or any other right thereto. Discloser will retain all right, title and interest in and to all Confidential Information. 5. Data Primacy & Security 5.1 SpryPolnt use of Data. Client hereby grants SpryPolnt a limited right to access, process, collect, store, generate, display, and use Client Data for the sole purpose of providing the Service. SpryPoint shall keep and maintain Client Data in strict confidence and shall not allow any third parties to use, disclose, or access Client Data without Client's prior written consent. Notwithstanding the foregoing, SpryPoint may disclose Client Data as required by applicable law or by proper legal or governmental authority. SpryPolnt shall give Client notice of any such legal or governmental demand and reasonably cooperate with Client In any effort to seek a protective order or otherwise contest such required disclosure, at Client's expense. 5.2 Data Security. Each Party shall be responsible for establishing and maintaining its own data privacy and information security policies, Including physical, technical, administrative, and organizational safeguards to ensure the security and confidentiality of Client Data; protect against any anticipated threats or hazards to the security of Client data, protect against unauthorized disclosure, access to, or use of Client Data, ensure the proper disposal of Client Data, and ensure that all employees, agents, and subcontractors, if any, comply with the above. 5.3 Unauthorized Disclosure. If either Party believes there has been a Security Breach, such party must notify the other party upon the earlier of forty-eight (48) hours after discovery or any time frame required by applicable law unless legally prohibited from doing so. Each Party will reasonably assist the other Party In mitigating or remediating any potential damage where appropriate, Each party shall bear the costs of such remediation or mitigation to the extent the breach or security Incident was caused by it, As soon as reasonably practicable after any such Security Breach, upon Client's request, Client and SpryPolnt will consult In good faith regarding the root cause analysis and any remediation efforts. 6. Warranties & Disclaimers 6.1 From SpryPolnt. e) Function: SpryPoint represents and warrants that, during the Term, the Service will perform materially In accordance with the Documentation. b) Intellectual Property Rights: SpryPoint represents and warrants that it owns the Service and has the power and authority to grant the rights in this Agreement without the further consent of any third party. c) Malicious Code. SpryPolnt represents and warrants that to the best of Its knowledge, the Service does not contain any Malicious code. SpryPoint further warrants that it will not knowingly introduce any Malicious Code into the Service. 6.2 From Both Parties. Each party represents and warrants that it has the full right and authority to enter Into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation know to it would have a material adverse impact on Its ability to perform as required hereunder. 6.3 Warranty Remedies. In the event of a breach of the warranty as set forth In Section 6.1, or upon the discovery of Malicious Code in the Service, (a) SpryPoint shall correct the non-corforming Service at no additional charge to Client or (b) in the event SpryPolnt is unable to correct such deficiencies after good - faith efforts, SpryPolnt shall refund Client amounts paid that are attributable to the defective Service from the date SpryPoint received such notice through the date of remedy, If any. At no time shall the refund exceed the subscription fees actually paid by Client in consideration for SpryPoint's service delivery during the Immediately preceding twelve (12) month period for the Service. 6.4 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES OUTLINED IN SECTION 6.1 AND 6.2 ABOVE, SPRYPOINT MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING Page 6of12 Master Subscription Agreement SpryPoint ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND/OR RELATED DOCUMENTATION, SPRYPOINT DOES NOT WARRANT THAT THE SERVICE WILL PERFORM WITHOUT ERROR OR THAT IT WILL RUN WITHOUT IMMATERIAL INTERRUPTION, THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CLIENT IN CONNECTION WITH THE PROVISION OF THE SERVICE. 7. Indemnification 7.1 Indemnification, SpryPoint shall protect, defend, hold harmless and indemnify Client harmless against any loss, damage or costs In connection with claims, demands, suits or proceedings ("Indemnified Claims)" made or brought against Client alleging that the use of the Service infringes any third party's Intellectual Property Rights; provided, however, that Client; (a) promptly gives written notice of the Claim to SpryPoint; (b) gives SpryPoint sole control of the defense and settlement of the Claim; and (c) provides to SpryPoint, at SpryPolnt's cost, all reasonable assistance. SpryPoint's obligations set forth in this Section do not apply to the extent that an Indemnified Claim arises out of: (a) Client's breach of this Agreement; (b) revisions to the Service made without SpryPoint's written consent; (c) Client's failure to incorporate Upgrades that would have avoided the alleged Infringement; (d) Modification of the Service by Client, Its Employees, or Authorized Parties in conflict with Client's obligations (e) Unauthorized use of the service by third parties; or (f) use of the Service in a manner Inconsistent with the Documentation. Furthermore, the obligation to indemnify shall not apply if such liability Is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of Client. If Client is enjoined from using the Service or SpryPoint reasonably believes it will be enjoined, SpryPoint shall have the right at Its sole option, to obtain for Client the right to continue use of the Service or to replace or modify the Service so that It Is no longer Infringing. If neither of the foregoing options Is reasonably available to SpryPoint, then use of the Service may be terminated at either party's option and SpryPoint's sole liability shall be to refund any prepaid fees for the Service that were to be provided after the effective date of termination. 8. Limitation of Liability 8.1 Liability Cap, SpryPoint's liability arising out of or related to this Agreement shall In no event exceed the Subscription Fees paid by Client within the twelve (12) months preceding the claim except as outlined In Section 7.1 above, 8.2 Clarifications & Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, IN NO EVENT SHALL EITHER PARTY'$ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY CLIENT IN CONSIDERATION FOR SPRYPOINT'S SERVICE DELIVERY DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE, FOR THE AVOIDANCE OF DOUBT, SPRYPOINT'S LIABILITY LIMITS APPLY TO SPRYPOINT'S AFFILIATES, PROVIDERS, AGENTS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND OTHER REPRESENTATIVES, 8.3 Exclusion of Damages. EXCEPT WITH RESPECT TO AMOUNTS TO BE PAID BY EITHER PARTY PURSUANT TO A COURT AWARD (OTHER THAN A DEFAULT JUDGMENT) OR SETTLEMENT AS WELL AS THE DEFENSE COSTS UNDER THE INDEMNIFICATION OBLIGATIONS NO MATTER HOW MUCH DAMAGES MAY BE CHARACTERIZED, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF US, COST OF DATA RECONSTRUCTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS, OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CLIENT WILL NOT ASSERT THAT ITS PAYMENT OBLIGATIONS ARE EXCLUDED AS SPRYPOINT'S LOST PROFITS. B. Term & Termination Page 7 of 12 Master Subscription Agreement SpryPoint 9.1 Term of Agreement. The Term of this agreement commences on the Effective Date and will continue for five (5) years. 9.2 Renewal. Client shall have the option to renew for one two year term, 9.3 Annual Escalation, The annual Subscription Service Fee for the Service shall be subject to adjustment on each anniversary of the Effective Date at 5% per year. 9.4 Termination for Convenience. Client shall have the right to terminate this Agreement without cause or penalty, by giving not less than Thirty (30) days' prior written notice to SpryPoint. Upon termination, Client shall pay SpryPoint all fees due up to the time of termination. 9.5 Termination for Default. Either party may terminate this Agreement upon Thirty (30) days prior written notice in the event of a material breach by the other party if such breach remains uncured at the expiration of such notice period. 9.6 Termination for Non-Appropriatlon of Funds. Notwithstanding any other provision of this Agreement, If funds for the continued fulfillment of this Agreement are not forthcoming or are insufficient, through the failure of any entity to appropriate funds or otherwise, Client will have the right to terminate at no additional cost or penalty by giving Thirty (30) days written prior notice documenting the lack of funding, 9.7 Effect of Termination. Upon any termination of this Agreement. Client shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the applicable Service. Termination for any reason shall not relieve Client of the obligation to pay any fees accrued or due and payable to SpryPoint prior to the effective date of termination. 9.8 Access to Client data. Upon written request by Client made prior to any expiration or termination of this Agreement, SpryPoint will make Client Data available to Client through the Service solely for purposes of Client retrieving Client Data for a period of up to ninety (90) days. After 90 days, SpryPoint will have no obligation to maintain or provide any Client data and shall thereafter, unless legally prohibited, delete all Client Data and will have no further obligation to make it available to Client. 10. Messaging, 10.1 Supplemental Messaging Terms. If Client elects to use SpryPoint's Alerts, Notifications, Communications, Campaigns & Messaging capabilities (Messaging Service") provided with the Service the following supplemental terms ("Messaging Terms") will apply. For avoidance of doubt, Messaging Terms apply to all SpryPoint applications within the service involving automated phone calls, pre-recorded messages, text messages, emalls, In-app notifications and any other bulk communications. 10.2 Responsibility & Risk. Client shall be solely responsible for the content of any communications which Client initiates or authorizes in connection with the Messaging Services. SpryPoint shall have no responsibility or liability with respect to messages or communications initiated or authorized by Client. Client assumes all risks associated with use of the Messaging Service 10.3 Messaging Indemnity. Client shall hold harmless, defend and Indemnify SpryPoint and its officers, directors, employees, contractors and representatives from and against all claims, damages, losses and expenses including without limitation any statutory damages, penalties and attorney's fees arising out of or relating to the Messaging Service or any breach by Client of the Agreement including without limitation, these Messaging Terms, except in the event of SpryPoint's willful misconduct. 10.4 Compliance. SpryPoint Is limited to delivering the Messaging Service to the Client as part of the Service, accordingly, compliance with applicable laws is strictly Client's responsibility with respect to the Messaging Service notwithstanding any provision to the contrary, 11. Miscellaneous 11.1 Independent Contractor. SpryPoint and all persons(s) employed by or contracted with SpryPoint to furnish labor and/or materials under this Agreement are Independent contractors and do not act as agent(S) or employee(s) of Client. SpryPoint has full rights to manage Its employees In their performance Page S of 12 Master Subscription Agreement pryftnt of the Service under this agreement, This agreement does not create nor is It Intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties, There are no third -party beneficiaries to this Agreement. 11.2 Insurance. SpryPolntwill maintain insurance during the entire Term ofthis Agreement, at its own expense the insurance coverage as outlined in Attachment D. The policies shall name Client as an additional insured with respect to the provision of services provided under this agreement, 11.3 Governing Law. This Agreement shall be governed exclusively by the Internal laws of the State of Florida. 11.4 Venue. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal and state courts In Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters and shall apply Florida law. 11«5 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: Collier County Public Utilities Operations Center Attm Pamela Libby - Water Distribution Manager 4370 Mercantile Avenue Naples, FL 34104 Phone: (239) 252-6239 Email: Pamela.Libbyc@colliercountyfl.gov Notices to SpryPoint shall be sent to: Kyle Strang Managing Partner 45 Queen Street — Suite #401 Charlottetown, PE CIIA 4A4 11.6 Waiver. No failure or delay by either party in exercising any right under this agreement shall constitute a waiver of that right or any other right. Neither Client's review, acceptance nor payments for any of the Service or the Implementation Services shall be constructed to operate as a waiver of any rights under this agreement or of any cause of action arising out of the performance of this Agreement, 11.7 Force Majeure. In no event shall either party be responsible or liable for any failure or delay In the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond Its control, Including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; It being understood that SpryPoint shall use reasonable efforts which are consistent with accepted software Industry practices to resume performance as soon as practicable under the circumstances. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. 111.8 Conflicts of Interest, SpryPoint certifies that to the best of Its knowledge, no Client officer, employee or authorized representative has any financial interest In the business of SpryPoint and that no person associated with SpryPoint r has any Interest, direct or indirect, which could conflict with the faithful performance of this Agreement, 11.9 Fair Employment. SpryPoint shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic Information, sexual orientation, gender expression, gender Identity, military and veteran status, or ethnic background, in violation of federal, state or local law, Page 9 of 12 Master Subscription Agreement O L� SpryPoint 11.10 Time. Time is of the essence In the performance of this Agreement. 11.11 Assignment. Neither Party may may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party (which consent shall not be unreasonably withheld). Except to the extent forbidden herein, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns. Notwithstanding the foregoing, either party may assign this Agreement In Its entirety without consent of the other party In connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Its assets so long as the assignee agrees to be bound by all of the terms of this Agreement and all past due fees are paid In full. In no event shall Client have the right to assign this Agreement to a direct Competitor of SpryPoint. Any attempt by a party to assign Its rights or obligations under this Agreement other than as permitted by this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns, 11.12 Severablllty. 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 fulfills Its Intended purpose to the maximum extent permitted by the law, and the remaining provisions of this Agreement will continue In full force and effect. 11.18 Publicity. Except as set forth herein, SpryPoint shall not use Client's name, logos, or trademarks in any written press releases, advertisements and/or marketing materials without the prior consent of Client, SpryPoint Is authorized to use Client's name and logo In lists of Clients and on Its website, however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from SpryPoint. 11.14 Piggyback. It is understood and agreed by Client and SpryPoint that any governmental entity may purchase the services specified herein In accordance with the prices, terms, and conditions of this agreement. It is also understood and agreed that each local entity will establish its own contract with SpryPoint, be Invoiced therefrom and make Its own payments to SpryPoint In accordance with the terms of the contract established between the new governmental entity and SpryPoint. It is also hereby mutually understood and agreed that Client is not a legally bound party to any contractual agreement made between SpryPoint and any entity other than Customer, 11.15 Amendment. This Agreement may only be amended in writing by authorized representatives of each party. 11.16 Execution in Counterparts; This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single Instrument. 11.17 Dispute Resolution. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation small be attended by representatives of Contractor with full declsion-making authority and by County's staff person who would make the presentation of any settlement reached during negotlations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision -making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 11.18 Prohibition of Gifts to County Employees. No organization or Individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other Item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and Count Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the Individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the Individual and/or firm from doing business Page 14 of 12 Master Subscription Agreement cv Spryftnt with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. Immediate termination of any Agreement held by the Individual and/or firm for cause. 11.19 Public Entity Crime. By execution of this Agreement, the Contractor acknowledges to comply with the terms of Section 287.133 of the Florida Statutes and Inform the County of the conviction of a public entity crime. 11.20 Co.mpllance with Laws. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C.1324, et seq. and regulations relating thereto, as either may be amended, as well as the requirements set forth In Florida Statute, §448.095; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, if applicable, Including specifically those contractual requirements at F.S. § 119,0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: DIVIslon of Communications, Government and Public Affairs 3299 Tamlaml Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PubllcRecordRequestgcolllercountyfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable tame at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3, Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency ail public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate {public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records, All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, In a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. Page 11 of 1 Z Master Subscription Agreement SpryProint IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and year first written above by an authorized agent or person. ATTEST: Crystal K. Kinzel, Clerk of the Circuit Court and Comptroller By: Dated: (SEAL) :Co:ntZracto'Witnesse First tness TType/print witness nameT SeconddMtness F_vwnPrAa TType/print witness nameT BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: Chairman CONTRACTOR: SpryPoint Services, Inc. By: 1 64' Sign ure Ryan Cawle 1P1V\r)'-� � 1- C-,�-A nQ r" TType/print s gnat e and titleT jAr\ V Date Approved as to Form and Legality: Print Name Page 12 of 12 Master Subscription Agreement County Attorney Exhibit A — Statement of Work 45 Queen Street Charlottetown, PE CIA 4A4, Canada spWol t.corn Exhlblt A- Statement of Wark able of Contents Statement of Confidentiality..........................................................Error! Bookmark not defined. Tableof Contents............................................................................................................................. I Introduction...................................................................................................................................... 2 Definitions..................................................................................................................................... 2 General Description ..........................................................PH...................t...........................................4 ProjectManagement and Project Governance .................................................. 4 Analysis...................................................................................................................................................... 4 SpryPointActivities...........................................................................................................................................4 ClientActivities..................................................................................................................................................5 SoftwareConfiguration......................................................................................................................5 SpryPointActivities...........................................................................................................................................5 ClientActivities..................................................................................................................................................5 DataLoad..........................................,.............,.........................................................................................5 SpryPointActivities ..................... ..... --............................................................................................................ 5 ClientActivities..................................................................................................................................................5 Training......................................................................................................................................................5 SpryPointActivities...........................................................................................................................................6 ClientActivities..................................................................................................................................................6 Testing....................................................... . ........................................................................................6 UserAcceptance Testing.................................................................................... ..........................7 SpryPointActivities...........................................................................................................................................7 ClientActivities..................................................................................................................................................7 Cutover......................................................................................................................................................7 PostGo Live Improvements & Support.......................................................................................7 SpryPointActivities ........................................................................................................................................... 7 ClientActivities .................................................................................................................. .....7 PaymentSchedule................................................................................................................... a Confidential J Copyright @ 2022 SpryPoint Services Inc. All Rights ✓•T252rvL-d Exhibit A - Statement of Work ntroduction This Statement of Work Is by and between SpryPoint Services, Inc ("SpryPoint) a Canadian Corporation with offices at 45 Queen Street, Charlottetown, PE C1A 4A4 and Collier County ("Client") with offices at 3295 E, Tamlaml Trail, Naples, FL 34112, United States. Collier County Public Utilities Department, Water Division monitors over 65,000 backflow devices throughout the County, which are increasing at a rate of 1,200 devices per year. The County's Water Division maintains the Cross Connection Control records for proper reporting to the Florida Department of Environmental Protection, per Rule 62-555.360 Cross - Connection Control for Public Water Systems. The purpose of this project is to replace the County's current XC2 software with Spryeackflow — Cross Connection Control application. SpryPoint Backflow will help Collier manage the following processes: 1. Act as System of Record for Backflow Device Management 2. Provide administrators the ability to manage devices, assemblies, and print labels. 3. Serve as a communication engine for renewal letters and general communication with both customers and testers. 4. Provide an administrative dashboard to allow Client staff to manage assemblies, testers & monitor the overall compliance of the program 5. Provide configurable Test Reports and Forms 6. Provide a Tester Self -Service portal to allow testers to update Certifications & Test Kits, 7. Provide workflow for testers to enter and submit tests electronically thereby eliminating paper & emails test submittal 8. Real -Time reports with interactive Key Performance Indicators on program management Definitions In addition to the definitions contained elsewhere in this SOW, the terms In the table below are defined using the associated descriptions Business Day One regular workday (Monday through Friday). Business Process A defined series of procedures that will Identify and document process steps and system transactions. Business Process documentation may be used to facilitate testing and training. Change Management The activities, events, processes and procedures that are employed for handling transformation from one system environment to another; this relates mainly to the people and business processes. Confidential f Copyright 0 2022 SpryPoint Services Inc. Ail Rights Reserved Exhibit A- Statement of Worl( Definition/Term Name Definition/Term Description Change Order All changes to the SOW must be agreed upon by the parties and evidenced in a written instrument signed by the parties' authorized representatives, Configuration Process of setting up software to perform Client's specific user requirements. Cut Over Includes all activities required to prepare the systems for the transition of SpryBaekflow to production processing. Gap Analysis Discovery workshops to document existing business processes and determine new processes using the SpryBaekflow. Development Design Documents that outline any changes to the software that Specifications SpryPoint will modify to meet the Client business requirements. 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-t€me or batch mode. Modification Custom code that is inserted into the standard system. This does not Include configuration changes. Performance Testing This testing will exercise the system to ensure the Client will achieve agreed upon performance between Client and SpryPoint. Quality Assurance The process of verifying that the proper processes and procedures have been adhered to on the project from a methodology as well as project management perspective. SpryBacKow The SpryPoint Backflow solution which will be implemented and used by Client to manage their backflow program. Technical A document that describes, in technical terms, how a Functional Specification Specification will be developed. document that outlines a strategy or approach for testing, Test Plan Test Scripts A series of actions, functions, or commands documented for execution during various phases of testing. User Acceptance Final testing that will be conducted after all Integration testing. Test This phase will test all aspects of the system, Confidential j copyright �D 2022 SpryPoint services Inc. All Pigh[s Resarved ��Q A - Statement of Work • FINAL.dou neral Description SpryPoint shall use Its Implementation methodology to deliver SpryBackflow, The methodology encompasses Project Management tasks and the following phases: • Analysislworkshops ■ Configuration * Training Testing ■ Cutover • Post Go -Live Improvements & Support These items define the scope of project activities that will be provided by SpryPoint. Project Management and Project Governance SpryPoint and the Client Project Managers shall be jointly responsible for all project management activities. The SpryPoint Project Manager is ultimately accountable for the project and retains the responsibility of ensuring day-to-day project decisions are made In accordance with the project schedule. The Client Project Manager will hold SpryPoint's Project Manager and assigned resources accountable for the quality of services delivered. Analysis The purpose of the Gap Analysis is to gather Information needed to complete the configuration of SpryBackflow, A SpryPoint team member will lead workshops involving appropriate SpryPoint project resources and Client business process experts to identify development requirements and design the configuration of the system. SpryPoint and Client will jointly identify and refine business processes. The SpryPoint configuration methodology also maintains complete documentation around all decisions. Design requirements will be created for any modifications and Interfaces. SpryPoint Activities o Develop Workshop agenda with input from Client o Prior to interviews, SpryPoint staff will familiarize themselves with the Client's current processes using available material provided by the Client's, personal interviews, and other such Information as needed o Conduct workshops to confirm current business processes and discuss possible organizational changes which will result from Implementing SpryBackflow. a Identify modifications or configuration changes required for recommended business changes o Conduct additional Interviews to define requirements far: ■ Interfaces — determine the type and amount of information to be exchanged, the method of exchanging the data, any special processing that Is needed, and a schedule for delivery of both sides of the interfaces. Confidential I Copyright Q 2022 Sprypolnt ServkoS Int. All Rights Reserved FXhlbit A -Statement of Work ■ Reporting — review the reports that are needed in the operational areas. SpryPoint will provide reports which are already available and identify which reports need to be modified or developed to satisfy business needs. Client Activities • Prior to each session, the Client will research and come prepared with current policy, procedures, and expected system outcomes. + Ensure that required Client staff attend appropriate sessions. • Provide existing process flows and report requirements. Software Configuration This phase involves the setup and configuration of SpryBackflow based on departmental needs. SpryPoint Activities Work together with Client to configure the solution based on customer Input and information gathered during the gap analysis. It is anticipated that multiple iterations of Configuration will be required. Client Activities • Provide additional Information as requested to ensure an accurate understanding of the functionality, as needed. Data Load A successful import of existing backflow assembly data is a major pillar to a successful implementation of the solution. To ensure the Integrity of the data to be Imported, SpryPoint's methodology provides for a multilayered series of audits and verifications. SpryPoint Activities This will include a detailed mapping of data fields between the existing XC@ Backfiow solution and SpryBackflow. Identify any standard fields where data will be auto generated or predefined Client Activities + Extract, cleanse and prepare existing backflow data. + Provide input into data mapping. • Assist In testing the converted data in the SpryPoint system. Training This phase addresses how training will be conducted, scheduling logistics, and training topics. The end -user training will be performed by SpryPoint staff. SpryPoint will provide Confidential 1 Copyright ED 2022 SpryPoint Services Inc. All lights Reserved E)Exhibit A -Statement of Work a Training Plan which will help manage the change process in transitioning to Increased automation and a paperless solution. The Training Plan will provide a timellne as well as an outline of the level of training required by end users. SpryPoint Activities • Determine topics for training by group and determine the number of and types of courses needed. • Training will be completed using the Client's business processes and data, • Determine training schedules • Collaborate with the Client to produce a separate training environment and strategy to refresh the data, as needed, to support training. • Conduct Training Sessions with Client staff per Training Plan. • Report to Management any Training Deficiencies Client Activities • Provide a list of staff require training • Schedule staff as needed • Provide functional resources • Assist in preparing Training environment • Provide signoff that training was adequately completed, Testing The primary focus of the Testing phase is testing the configuration of SpryBackflow and assist with on -going familiarization. The key to gain user buy -in and confidence in the new solution is through systematic and thorough testing. SpryPoint's testing methodology adds a layer of thoroughness at each step, building on the success of the previous steps. The main purpose of the Testing is to establish that decisions made during configuration align with Client's business requirements, All Testing will take place using the Client's data. SpryPoint will provide a test plan which Is developed in conjunction with the Client. The plan will include resource allocation, scheduling, and testing procedures, All major tasks and the resources responsible will be included In the Test Plan, Testing will Include scenarios that are common to Client's. The scenarios are broken into two categories: Primary Scenarios - These scenarios Involve functionality relating to the core business processes and perform the most common end -user and back end functionality. Secondary Scenarios - These scenarios involve testing a broader spectrum of functionality. These scenarios build on the functionality tested using the primary scenarios. The scenarios are designed to test unique, Client -specific functionality, infrequent or less common processes, and derivatives or combinations of the primary scenarios Confidential I Copyright 0 2022 SpryPoint Services Inc. Ail Rights Reserved s xhlblt A Statement of Work User Acceptance Testing User Acceptance Testing verifies the operation of the full System in a "Day In the Life" format, This testing is In preparation for of the SpryBackflow as the production system for the Client. Base functionality, modifications, interfaces, data synchronization, and reporting are all tested to ensure the System meets the Client's requirements. SpryPoint Activities • Finalize the Test Plan. • Prepare the System for Vesting • Review the results from Testing and resolve any issues. • Provide supplemental training if mutually determine that the Organization's personnel are not properly trained Client Activities • Conduct Testing. • Log and report any issues. • Assist with development of scripts and business processes for testing. • Conduct User Acceptance Testing. Log and report any issues. Cutover Cutover includes the transition to using SpryBackflow as the system of record to manage Client's backflow program. SpryPoint uses a soft cutover and Client can continue to use paper if preferred, although It is highly encouraged to completely transition to using SpryBackflow for all aspects of program management. Post Go Live Improvements & Support The purpose of this phase is to ensure complete and successful transfer to SpryBackflow and to continue to refine processes and identify areas for improvement. SpryPoint implementation team will work directly with the Client to ensure SpryBackflow is well understood and functioning properly. SpryPoint Activities • One-on-one system assistance • Small group training, as needed • Trouble -shooting issues, failures, and questions • Management reporting • Any reasonable activity needed to improve the productivity of Client while using the new system Client Activities • Log and report any inconsistencies or issues when operating the system confrdenNat I Copyright C 2022 SpryPoint Services Inc. AD Rights R¢se ved Exhibit A - Staternant of work C) Sign off on Project Close Out Payment Schedule Milestone Deliverable Deliverable No. Name 01 PM 1 o Project Kickoff, $1,800 Initial Project Schedule PM 2 • Deploy Environments $2,400 02 . Project Meeting Notes • Updated Project Schedule • Updated Risk & Issues Log Project • Monthly Status Report $2,400 03 o Prepare discovery questions Discovery , Conduct Workshops Data Import • Deliver report to client for review 04 . Work with client to import data Into�00 solution 05 Reports & . Configure required reports and $3,200 Dashboards dashboards 6 Configuration . Complete month 1 of configuration $4,800 Month 1 07 Configuration . Complete month 2 of configuration $4,800 Month 2 08 Configuration . Finalize configuration based on 4,8 00 Month 3 testing results 09 User Training . Complete User Training $1,600 10 Plumber . Complete Plumber Training 1,500 Training 11 In Person . Complete On -Site Training for Staff $2,600 Training 12 Testing . Complete Testing, Client signoff on $3,200 testing 13 Go Live a Cut over to live $1,000 ► Client using SpryBackflow as system of record 14 Project . Client signoff on project 600 Closeout Tota I $39,000 conffdentlol j copyright 0 2422 SpryFoint Services Inc, AH Pights Reserved Exhibit B — Pricing Schedule 4s Queen Streat Charlottetown, PE sprypolnt.eom CfA 4A4 Canada Xhlbi! «'� - Pricing schedule Table of Contents Statement of Confidentiality .......................................... Error! Bookmark not defined. Tableof Contents.............................................................................................................1 Introduction......................................................................................................................2 SpryPoint SaaS Products...............................................................................................3 SpryBackflew Cross Connection Control............................................................................. 3 SaaSPricing Schedule...................................................................................................4 SaaS Software Usage Metrics....................................................................................................4 UsageMetric Ueftnitions..............................................................................................................4 SubscriptionInitial Term............................................................................................................... 5 Estimated Subscription Pricing for Term.................................................................................. 5 Renewal............................................................................................................................................ 6 AnnualEscalation...........................................................................................................................6 ImplementationFees......................................................................................................6 Billing/invoicing...............................................................................................................6 AdditionalTerms.............................................................................................................7 Integrated Notification Services: ................................................................................................. 7 Confidential I Copyright (D 2022 SpryPoint Services Inc. All Rights Reserved t 1 0 Exhibit a -Pricing Schedute introduction This Pricing Schedule is made by and between the Parties Identified below on the date Indicated as of the execution of the Master Subscription Agreement ("Effective Date"), SpryPoint Services Inc. CollierCounty 45 Queen Street 3295 E. Tamiami Trail Suite #401 Naples, FL 34112 Charlottetown, PF C1A 4A4 United States Ryan Cawley Managing Partner 902-940-6830 rcawleyCd pryPoint.com The contents within this document will be governed by the terms and conditions of the Master Agreement between the Parties. This Pricing Schedule Is governed by and Incorporates the following documents In effect as of the effective date. All documents are listed in order of precedence, and collectively referred to as "The Agreement". Capitalized terms used but not defined herein have the meanings ascribed to them In the Master Agreement, Document 1 Master Subscription Agreement 2 Exhibit A - Statement of Work 3 Exhibit 8 - Pricing Schedule 4 Exhibit C - Service Level Agreement 5 Exhibit D Insurance Coverage 6 Exhibit E — Security Overview 7 Exhibit F — Data Processing Confidentlal I copyright W 20225pryPoint Services Inc, Alf Pights Poserued ��d Exhibit B- Pricing Schedule SpryPoint SaaS Products The lousiness scope of SpryPoint's software -as -a -service application(s) are defined as follows: Sp!yBackflow — Cross Connection Control SpryBackflow will, at a minimum, provide the functions and processes to support the business process related to the maintenance of a cross connection program Including: * Synchronization of customers and locations with SpryCIS * Maintain and manage backflow assemblies Including physical location * Generate and deliver notices of requirement for test to customers * Track all correspondence with customers and testers * Allow administrators to review, approve or deny electronically submitted tests • Maintain list of testers including profiles • Provide self-service portal for testing community to update profiles and certifications • Facilitate electronic submission of tests from tester portal ConRdentfal f Copyright 49 2022 SpryNoint Services Inc. All Rights Reserved 3 Exhibit B- Pricing Schedule SaaS Pricing Schedule The table below provides the details of the SpryPoint Software -as -a -Service products purchased, the usage metrics and amounts, and the annual fees for the initial subscription term. ' Upon mutual agreement between SpryPoint and Client, other environments may be established for specific purposes throughout the implementation (Eg, Test & Train) and will not result in additional cost to Client. If additional dedicated environments are required post go -live there may be additional fees required. SaaS Software Usage Metrics Usage Metric Limitations stated above represent the maximum annual quantity of Usage Metrics over a 92-month period and are for Production Environment only. Client is licensed "up to" the Usage Metric Limitation. Usage Metric Definitions Testable Assembly Testable Assembly Is defined as an assembly which is associated with a location and Is subject to test notices and test entry submission, regardless of the frequency of notices and entry. Usage Metric Verification Process Client has access to self-service metric usage on demand and within the Service. Client System Administrators can add or remove Testable Assemblies as needed SpryPoint may verify metrlcs through a quarterly audit and will bill any changes annually, Audit results will be shared with Client. Any use exceeding or decreasing from the usage metrics within scope and defined above will be subject to fee adjustments as indicated above. Fees accrue in the calendar month the excess use began and accordingly fees decrease from the calendar month of decreased use. For example, if in the first subscription year: Annual Subscription Invoicing of 69,000 Testable Assemblies = $69,000 Con(identlgl I Copyright 0 2022 SpryPoint Services Or. Ail Rights Reserued Exhlbit U— Pricing schedule Quarter 1 Audit = An average of 68,900 Testable Assemblies during the quarter = $0.00 increase or decrease, • Quarter 2 Audit indicates an average of 69,300 Active Accounts during the quarter = $500 increase ($1 per Testable Assembly x block of 500) prorated for the remaining term of the active subscription period (6 months), to be added to the subsequent renewal period. • Quarter 3 Audit indicates an average of 68,443 Testable Assemblies during the quarter = $1,000 decrease ($1 per Testable Assembly x block of 500) prorated for the remaining term of the active subscription period (3 months), to be applied as a credit against the subsequent renewal period. • Quarter 4 Audit indicates an average of 68,900 Testable Assemblies during the quarter. Next Annual Subscription Invoicing for 69,000 Testable Assemblies: ($65,000* Renewal Year Escalation Rate of 5%) (($500' Previous Year Escalation Rate of 0%) * (2/4)) (($500* Previous Year Escalation Rate of 0%) * (1/4)) $68,375 Upon expiry of the Term or upon _guled. termination by Client, if rera final invoice will provided reconeilinr._amounts due based on this usage metric verification process. Subscription Initial Term The Initial Term of this agreement shall be for a period of five (5) years, Estimated Subscription Pricing for Term Annual pricing within the initial term may be adjusted based on the usage metrics outlined above. For representative purposes, the expected pricing throughout the term is as follows: Confidential l Copyright 2t]22 SpryPaln# $eroices Inc. All Rights Reserved %Exhibit B - Pricing Schadule Renewal Unless stated otherwise, the Initial Term and any subsequent renewal will automatically renew for terms of 24 months, unless Client notifies SpryPoint of their intention not to renew. Annual Escalation When the Initial term comes to an end, each subsequent renewal will be subject to a pricing adjustment which will occur at 5% per year. Implementation Fees The description of the initial Implementation is included within Exhibit A - Statement of Work (SOW). All invoicing, fees and payment Milestone schedules associated with the SOW are incorporated within Exhibit A. Those summarized Implementation fees are represented below: Implementation Project Management . $4,800 Deployment $400 Analysis $2,400 Data Import Assistance $3,200 Configuration $14,400 Training $5,800 Testing & Mock Cutover $3,200 Cutover $1,600 Total $39,000 Billing/invoicing Annual SaaS fees are due upon contract execution and will be invoiced In US Dollars at the yearly anniversary each subsequent year Including any metric usage updates. Any Statement of Work or Change Order Fees will be billed according to the Payment Schedule determined within the associated Statement of Work. Below Is the client contact information for the administration of all invoicing administration: Attn: Accounts Payable ConNdentitri / Copyright C 2022 SpryPoint Services Inc. All Rights Res®rved 6 ��� Exhibit 8 - pricing 5chirduie 3299 Tamiami Trl E Ste 700 Naples FL 34112-5749 email to; bccapclerk@collierclerk.com Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". SALES TAX: Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. Additional Terms Additional Services; Any additional services beyond the Initial scope as outlined in Exhibit A — the Statement of Work will be performed on a time and material basis, at an hourly rate of $200 USD per hour. We will implement enhancements pursuant to the change control process as outlined in Exhibit A. Integrated Notification Services: The SpryPoint platform includes integrated notification services which can be enabled by Client for the purposes of customer alerts and notifications. SpryPoint's Notification services Include: Inbound & outbound SMS text messaging • Outbound voice messaging • Inbound & outbound email messaging The ongoing usage costs will be invoiced quarterly based on actual usage according to the following table._ Inbound & Outbound SMS Messaging 1 $0.02 / Message segment Local Outbound Voice Messaging I $0.03 per minute Toll -Free Outbound Voice Messaging 1 $0.03 per minute Confidential f Copyright (D 2022 SpryPoint Services Inc, All Rights Reserved ExhibitB— PricingSchedule All fees are exclusive of any applicable communications service or telecommunication provider (e,g., carrier) fees or surcharges. Client will pay all communications surcharges associated with your use of the Integrated Notification Services. Communications Surcharges will be shown as a separate line item on an invoice. The character limit for a single SMS message is technically 160 characters. However, most modern phones and networks support message concatenation which means they split large messages Into individual SMS messages (called "segments") and then re-create the large message at the receiving end, When Client sends an SMS message containing more than 160 characters, the message will be split into smaller messages for transmission. Large messages are split Into 153- character 'segments' and sent individually, then re -assembled by the recipient's device. For example, a 161-character message will be sent as two messages: one with 153 characters and a second with eight characters. SpryPoint will invoice Client for every segment sent. conf ffentiaf j Copyright 02022Sprypo1nt Se►vlces inc. All Rights Reserved a Exhibit C — Service Level Agreement Confidential I Copyright 0 2022 SpryPoint Solutions Inc. All Rights Reserved a CIF E;xhiblt C - Service Level Agreement - FINAL.docx Introduction and Overview SpryPolnt's platform Is built In the cloud and delivered as a service. Integrating software development and support is the optimal way to serve customers. SpryPoint's Customer Success Team consists of professionals who work alongside the product engineers that build, Implement, test, and maintain our appllcatlons. The team Is empowered to work with you to solve your problems. This Service Agreement defines the general technology and Ongoing Production Support Services scope of SpryPoint's software -as -a -service offering. At a high level, this includes: • Application Support and Maintenance Management of Updates and Enhancements a Technology Infrastructure Management • Backup and Recovery • High Availability, Disaster Recovery, and Business Continuity • Database Management • Network Configuration and Monitoring e 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"), This Service Agreement becomes effective when the client has been transitioned to the Customer Success Team. This will take place after the post go live period has been completed and all severity 1 and 2 issues Identified In the post go live period have been resolved. Once the transition to the Customer Success team has occurred the SpryPolnt 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. This Agreement is specific to SpryPoint's software -as -a -service applications operating in a production environment as described in the current Pricing Schedule incorporated as part of this Agreement. Any non -production or test environments are expressly excluded from this or any other Service Agreement. Confidential f Copyright O 2022 SpryPolnt Solutions Inc. All Rights Reserved Exhlblt C - Service Level Agreement • FINAL.doex 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, "Demarcation Paint" means the outer most point of connectivity to the Service(s) public or private endpoints such as the data centers, Infrastructure, and applications provided by SpryPolnt. "Lead" means the party which has 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, "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 SpryPolnt, "Total" means the total minutes the service Is available less those exceptions listed under Service Availability. 3 Scope of Service and 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 resnonslblllty assignment of each Item. ResponsibilityItem SpryPaint Client Provide Tier 1 help desk support as the first point of application support Assist Lead Provide application, user password management including reset management as part of Tier support Assist Lead Attempt to resolve Tier 1 support calls using existing knowledge base Assist Lead Maintain and update the Tier 1 system nowledge base Lead Assist Make determination to escalate Tier 1 Issues to Tier 2 and log Incident Assist Lead Provide technical and functional troubleshooting for Tier 2 issues Lead Assist Work with Client to determine If a support case Is for new system unctionality (change) or requires assistance (bug, Incident) Lead Assist Provide a web -based system for support cases to be logged Lead Assist Work with Client to assign proper severity of Incident based on definitions lead Assist Provide support case tracking and reporting Lead Assist Work with client to resolve Tier 2 3 support cases Lead Assist Monitor, measure, and report on the status of Tier 2 3 support cases Lead Assist Resolve Tier 2/3 support case Incidents Lead Assist Provide analysis of recurring incidents and work to establish a resolution or work around for such incidents. Lead Assist Workwlth Client in reporting and resolving unplanned outages of any component or environment. Lead Asslst Provide root cause feedback for all Severity Level 1 Incidents issues Lead Assist Conffdentlai I Copyright 0 2022 Sprypolnt Solutions Inc. All Rights Reserved 3 C,�,o Exhibit C - Service Laval Agreement - FINAL.docx Escalate Issues as needed Lead Assist Promptly report outages and service interruptions Lead Assist Monitor and administer eilent environments Lead Assist Provide application support to the functional process owners Lead As Address functional Issues and questions Involving "how to" raised by end -users Assist Lead Work with departments to leverage software to streamline business processes Assist Lead Assist with system functionality and process flow questions for software and reports Assist Lead Provide functional support for firstUrne processing of critical client busness Lead processes Assist Focused functional process support (i e., end of year processing) Assist Lead Maintain application releases of the current software In the production environment Lead Assist Assist In reporting product Issues to software vendor support and obtaining resolution Assist Lead Provide availability management and support Lead Assist Provide maintenance and support for all custom and standard Interfaces Lead Assist Provide maintenance and support for all forms Lead Assist Provide maintenance and support for all custom and standard reports Lead Assist Provide batch program maintenance and support Lead Assist Develop, manage, and maintain application workflows Lead Assist Provide functional testing support Assist —Lead Deploy required application software Lead Assist Provide post -deployment verification testing of required software Lead Assist Generate and analyze customer satisfaction surveys related to app Icatlon Assist Lead maintenance and support Provide maintenance and support of any ETL services Lead Assist Provide application security maintenance and administration Assist lead Conduct user access management and review Assist Lead Maintain and support frewall subsystem software components where applicable (e.g., patches and software upgrades). Lead Assist Monitor viru security alerts and vulnerabilities from manufacturers and determine Lead Assist appropriate action per procedure. SpryPolnt Is responsible for IT Security services from the point of utility demarcation Into the proposed solution data centers back through the Infrastructure and applications provided by SpryPolnt. IT Security services include the evaluation, Lead Assist selection, deployment, and on -going management of Industry Standard security applications and tools. Notification to designated representative(s) of Client of service Interruption and or Breach Lead Assist General Date Protection Regulation - SpryPolnt shall comply with national legislation lased upon the 5U data Protection Directive 951461EC, and effective May 25. 2018. the EU General Data Protection Regulation ("GDPR"), in relation to any "personal data" received by or originating from Client. For clarification purposes, SpryPolnt will be the Data "Processes" as defined by the EU Data Protection Directive 95146/LC Lead Assist and GDPR when It receives personal data originating from Client, who is the "Controller", SpryPolnt will promptly notify Client If it becomes aware of any breach of "personal data".' 3A.2 Oporatlonal Support The table below describes the operational support functions provided in the service and the responsibility assignment of each Item. CoOdentini 1 Copyrigt1t Q 2422 Spryppint Spfutions Inc. All Righrs Reserved Exhibit C - Service Laval Agreement - FINAL.dorX Provide hosting services Lead N/A Provide for a replicated system architecture Lead NIA Provide disaster recovery services including system and data restoration Lead NIA Conduct periodic testing of the disaster recovery solution Lead NIA High availability and continuity of the service Including load balancing to redirect traffic, multi -zone databases, auto scaling instances based on application and processing load Lead N/A Provide for secure transmission of data being stored and or archived lead N/A Provide toll -free support line. e Lead NIA 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 NIA Pe orm atabase patching and updates/service packs Lead N/A Communicate patch and update Impact analysis Lead NIA Perform database capacity planning Lead N/A Perform database refresh/clones Lead NIA Perform database backup and recovery Lead N/A erform any data purging or archiving as required, Lead —N/A Provide guidance to Client on release planning Lead Assist Assess Impacts of new releases to # e environment Lead Assist Perform Client -requested periodic refres es of the non -production environments from the production environment up to twice per calendar month Lead Assist Perform application upgrades Lead Assist Perform maintenance pack Installations Lead Assist Perform Emergency Release updates as needed. —kiequests Lead Assist an enhancement/change In functionality modification Assist Lead Classify enhancement/change In functionality/modification Lead Assist Provide an estimate for enhancement/change in functions ity modification Lead Assist Provide written approval for enhancementichange In functions lty modification j Lead Manage administrative user access to the environments Assist Lead Manage user access at the operating level Assist head Manage application users and their access to the various environments Assist Lead Monitor system performance Lead N/A Monitor application performance Lead NIA Monitor batch Job performance Lead Assist Analyze performance related Incidents to Identify factors Impacting performance Lead Assist Work with Client infrastructure area to ensure that network connectivity and bandwidth - requirements are being satisfied. Lead Assist Collect and provide or provide access to metrics and compliance reports on agreed upon aspects of the service. Lead Assist 3.1.3 Technology Infrastructure Services The table below describes the Technology Infrastructure functions provided in the service and the responsibility assignment of each item, Confidential/ Copyright @ 2022SpryPolnt Solurlons Inc, All Rights Reserved Exhibit C • Service level Agreement - FINAL.docx Assist with system debugging and issue resolution Lead Assist Resolve system technical issues with batch programs, reports, workflows, etc. Lead Assist Answer technical questlons for day-to-day maintenance Lea Assist Perform system administration Lead Assist Provide system monitoring and tuning Lead Assist Networking and Integration between the SpryPoint applications Lead Assist ProvEde system capacity planning Lead Assist Provide storage capacity planning Lead Assist Prov a workload management and support Lead Assist Perform Infrastructure maintenance and support Lead Assist Manage the testing of all application and system changes prior to applying to production Lead Assist Perform updatesise►vlce packs Lead Assist orm system software patching and updates service packs Lead Assist Perform system patching and up ates service parks (desktop) Assist Lead Provl e c ange un ling analysts to reduce the frequency and lengthof time required to apply changes Lead Assist Provide a back -out plan for changes to the varlous environments Lead Assist Apply code patches for appllcatlon software Lead Implement minor technology updates Lead Provide system maintenance scheduling and coordination Lead Assist Report system outages and service Interruptions Lead Assist Provide infrastructure monitoring and alerting Lead Provide environment set-up, maintenance, and support to Include the following environments: Production Lead Staging Lead Sandbox Lead 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 • Extended telephone training 3.2.1 Rate Card Any billable services to the Service beyond go-llve will be performed at the then prevailing rate as published by SpryPolnt on an annual basis. Any enhancements will be Implemented pursuant to the change control process as outlined In section 4.3. Confidential / Copyright Q 2022 Sprypoint Solutions OW. All Rights Reserved B 04 Exhibit C - Service bevel Agreement - FINAL.doex 4 Performance Measurement 4.1 Support Level Definitions & Responsible Parties Client agrees to follow escalation procedures and 1s responsible for Tier 0 and Tier 1 Support desk functions before new application or functionality related to SpryPolnt services Is installed Into production, 4.1.1 Client Responsibilities 0-1 First -line support, which shall be the first Self-help, training issues, basic application level of utility contact, such as customer navigation, functionality explanation, user and Interactions with utility customer service password management, preliminary technical representatives, or customer interactions troubleshooting, locked IP address resets, and with utility field office representatives. other elevated administrative functions and preliminary troubleshooting and Issue analysis. 4.1.2 SpryPolnt Responsibilities 4-1 First -line support, which shall be the first level of utility contact, such as customer Interactions with utility customer service representatives, or customer interactions with utility field office representatives, 2-3 Experienced and knowledgeable technicians and technical resources available to: • Assess Issues • Provide solutions • Problem resolution • New feature creation Maintain documentation for Client to resolve most Tier 0 and Tier 1 issues without requiring a transfer to specialized application support. Provide Tier 2 and 3 support for all SpryPolnt applications which Includes: • Support for SpryPolnt applications Including advanced technical and system administration responsibilities which may require application log, database access, or other code -related troubleshooting • Clearly defined paints -of -contact, available to recelve and appropriately respond to notice of Incidents from Tier 1 • Advice and assistance for the applications and non -programming activities In direct support of users Confidential I Copyright @ 2022 SpryPolnt Solulfons Inc. All Rights Reserved Exhibit C - Service Level Agreement - FINAL.docx • Advise Client personnel of estimated time required to resolve an incident after root cause diagnosis * Provide status updates during Incident resolution. 4.2 Incident Reporting The client shall designate a maximum number of named contacts to request and receive support services from SpryPoint. These named contacts must be trained on the SpryPoint services for which they initiate support requests. To report an incident, submit a support request by: * Phone - 855.TRY.SPRY * E-mail — supportVsprypoint.com e SpryPoint support portal - support.sp[ypoint.com, Incident reporting shall be available twenty-four (24) hours a day, seven (7) days a week, and 365 days a year. Before reporting an incident, Client's personnel must collect as much of the following Information possible; Criteria Description (Exam. - Date & Time: When the Issue started Product & Function: e.g. SpryClS — Meter Reading General Description: Description of the issuellncldent Replication: How to replicate the issue Severity: Per the severity levels defined below Operating System: IDS, Android, Windows Device: IPad, Samsung Tab, Microsoft Surface, Google Pixel Browser: Chrome, Safari, Internet Explorer, Flrefox Screenshots: Provide screenshots of error if available Support tickets are submitted to report Incidents. Once submitted, Client will receive an automated response Indicating the request has been received as well as the ticket number assigned by our system. SpryPoint's Customer Success Team will address tickets according to the Severity Level. The SpryPoint team will determine the cause of the incident and begin the process for correction and/or remediation. Some possible causes of an incident to be reported are; Confldentlol l Copyright �) 2022 SpryPoinr Sorutlons Inc. All Rights Reserved ICY Fxhlblt C -Service Level Agreement - FI NAL.docx • Bug/Problem — an error, flaw, or fault in the application that causes it to produce an incorrect or unexpected result or behave In unintended ways, • Configuration Request — a change or update to the behaviour of an application through a setting In the user interface. • New Feature Request — an update to the behaviour of an application to provide new functionality or a new feature. • Training Issue/Question — Client did not understand how or why something is behaving the way It Is or needs to understand options to change the base behaviour, • Performance/Service Issue— generally a high priority, high severity item that includes outages, downtime, and other Issues affecting the usability of SpryPolnt applications. Additional detail on the ticket submission process may be found in Appendix A. 4.3 Incident Prioritization. Definitions, Responsible Parties, and Targets Severity Example of Severity Level ResponseUpdate Level Target Target Frequency 1. Client's business is not operational due to significant 1 Hour 4 hours 1 hour performance Issues or outage, creating a substantial Urgent financial Impact and/or number of customers Impacted. 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 incidents get top priority until resolved Examples of Severity 1 incidents Include 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 Incident Post-mortem by SpryPoint 2. Cllent's business is operational but the ability to 2 16 4 perform business functions Is severely Hours Business Business Critical disabled/impacted, Tours Hours 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 Confidential I Gopyrlght 9D 2022 SpryPoint Solutions Inc. Alf Rights Reserved Exhibit C -Service Level Agreement - FI NAL.docx has a defect which creates errors or atypical results to customer records, transactions, or financials. Examples of Severity 2 Incidents include but are not limited to: • 10%-20% of the customer base are affected by bills which are calculating or rendering Incorrectly • Response times on transactions or screens are 3 times the normal response times (response times must be tracked at go -live for benchmark) • Processes take 3 times as long to complete or error out (response times must be tracked at go -live for benchmark) 3. The service Is experiencing an issue that can be 4 120 40 worked around but is impacting client's efficient use of Hours Business Business Restricted the service. The business Is operational but with Hours Hours Use reduced efficiency. Examples of Severity 3 Incidents to Include but not limited to: • Single account Issue • Business function has a slight restriction of function of non -critical nature • A work around is required to maintain normal operations • Non-performance Impacting defect creates errors or Incorrect results 4. The service is fully functional but may contain a 8 10 Upon cosmetic flaw, a misspelling, or a cryptic message. A Hours Business Resolutlon Not Urgent misinterpretation of the documentation or Client has Days questions on configuration or functionality. No operational, financial, or customer Impact. Examples of Severity 4 incidents to include but not limited to: • How Do I..,? • General inquiries 5. Enhancement requests 16 As Defined Hours In Change Process Confidential f Copyright 2r 2022 Sprypolnt Solutions Inc. All Rights Reserved Exhibit C - 5arvlce level Agreement - FI NAL.docx 4.4 Triage Based on the severity level of the support request, Client can expect a response from the SpryPoint support desk as Indicated In the table above. During this Initial contact, the team has several objectives: 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. Document the variables involved. Le., browser and version, device type, user, etc. 4. Establish a resolution plan and provide an estimated resolution time if possible. 5. If an estimated resolution time cannot be provided during the initial contact, Client will be provided with an estimate on the tlmeframe. 6, if the support request Is Level 5 (Enhancement request), Client will be contacted to discuss the use case and scope of the enhancement. Enhancement specification and quotation will be delivered. i. Resolution 4.5 Resolution An Incident Resolution will Indicate that the issue has been addressed and resolved, pending confirmation from Client's designated contact. If for any reason Client is not satisfied with the resolution, Client may request the issue to be re -opened. 4.6 System Maintenance The primary contact for the ongoing maintenance and support of the application is SpryPoint's Customer Success team. Although rare, SpryPoint may, at its discretlon, 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 attempt to plan Scheduled Maintenance to coincide with Client's IT system maintenance windows and outside the hours of 8:00 a.m. and 5:00 p.m. Eastern Standard Time. There may be some instances where updates may be 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 an unplanned system maintenance requirement and will 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 (Le., a zero -day vulnerability) where SpryPoint would take preventive action to mitigate any potential adverse impact to our clients. Confrden6of I Copyright 0 2022 SpryPoint .solutions InC. Aft Rights Reserved Exhibit C - Service Level Agreement - PINAL.doex 4.7 Device and Operating System Support SpryPolnt 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, Operating systems or versions of operating systems which are no longer supported or updated by their authors (e.g., Apple, Google, Microsoft, etc.). • Errors that are a result of product misuse, negligence, or Improper utilization of any or all part of the Software or Services. 0 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 Incident Post-mortem Process The Incident Post-mortem Process at SpryPoint includes the following; Action Objective Summary of What Happened 9 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 vffallure? * Why do we think this happened? Steps Taken to Diagnose, Assess and Resolve What actions were taken? • Which were effective? * Which were detrimental? Timeline of Significant Activity Centralize key activities from monitoring tools, ticket management, incident details, and internal and external Communications, confidential! copyright 0 2022 SpryPoint Safutions Inc. All Rights Reservad 12 Exhibit C - Service Level Agreement - FI NAL.docx Learnings and Next Steps * What went well? • What didn't go well? • How do we prevent this Issue from happening again? Summarize Findings • Circulate summary to affected Clients upon request 4.9 Support Hours Client support Is provided during SpryPoint business hours, 8:00 a.m. to 8:00 p.m. Eastern Standard 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 are negotiated on a project -by -project basis. 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 - •Around) New Year's Day* January 1st Provincial Holiday Third Monday in February Good Friday Late March/Early April Victoria Day Third Monday in May Canada Day' July 1st 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 11th Christmas bay* December 25th Boxing Day* December 26th *If a holiday falls on a weekend, it will be observed the following Monday. Confldentiol J Copyright Q 2022 SpryPoint Soludons MCC All Rights Reserved 13 Exhibit C • Service Level Agreement - FINAL.docx 5 Service Level Agreements Service Level Agreements (SLAB) provide clarity around the commitments to deliver the Service and set expectations for both parties relative to the Client's business and the Impact/role of the Service within the Client's business. 5.1 Service Availability SpryPoint will use commercially reasonable efforts to make our Services available with an uptime percentage of at least 99.5% within a given calendar month. 5.1.1 Exclusions, Exceptions and Limitations This does not apply to any Service performance issues caused by factors; (1) outside of SpryPoint's reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of SpryPoint; (li) 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); (lii) 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 Incident Resolution Time Adherence SpryPoint will use commercially reasonable efforts to hit the Resolution Targets defined by Severity Level in Section 4, above. 5.3 Service Credits In the event of a failure by SpryPoint to meet the Service Availability and Incident 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: a. First month of missed service availability or incident resolution target, SpryPoint and Client will meet to discuss possible corrective actions b. Second consecutive month: 10% of the Subscription Free paid for the applicable month of the affected SpryPoint application c, Third consecutive month: 20% of the Subscription Fee paid for the applicable month of the affected SpryPoint application d. Fourth consecutive month: 30% of the Subscription Fee paid for the applicable month of the affected SpryPoint application e. Fifth consecutive month: 40% of the Subscription Fee paid for the applicable month of the affected SpryPoint application f. Sixth consecutive month: 50% of the Subscription Fee paid for the applicable month of the affected SpryPoint application g. 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. h. 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, Confidential i Copyright I) 2022 Sprypolnt Solutions fnc. AR Pights Reserved 14 Exhiblt C - service Level Agreement - FINAI..doox 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 SpryPolnt Customer Success Team and commonly include: • Discussion and review of open or recently closed tickets • Discussion and review of recent or forthcoming product releases 6.2 Periodic Review of Service Level Agreement Performance Such reviews will be held annually (or on a periodic basis as agreed by both parties). Either party may request the review. The review will be led by the Manager of Customer Success and shall Include: • Discussion and resolution of any Issues that may arise under an SLA • Service delivery since last review • Major deviations from service targets • Negotiate proposed changes to the SLA • Resolve concerns about service delivery • Discuss any staffing changes for Sprypoint or Client The review mechanism shall include an escalation procedure under which any unresolved Issues are escalated for immediate resolution. Disagreements shall Initially be handled by means of the following escalation provislon: 6.2.1 Escalation In the unlikely event that a customer needs to escalate an issue beyond the Support Analyst In charge, the following is the path of that escalation: Confidential I Copyright 0 2022 SpryPoint Solutions Inc. All Rights Reserved 1s 04 Exhibit C - Sarvico LeVel Agreement • FINAL.docx Senior Support Analyst support Analyst Managing MW maluluer, CuiLtorner Success Senior Support Analyst Piatlornt Engineer -1 Support Analyst If the Client Is unable to get appropriate support from the assigned support analyst or senior support analyst, the client may escalate first to Shelley MacLeod, Manager of Customer Success and then to any Managing Partner at SpryPoint, however Kyle Strang is the Managing Partner responsible for Customer Success -related escalations. Contact Information for the Customer Success Management Team: Shelley MacLeod, Kyle Strang Customer Success Manager Managing Partner smadeod;4sprypoint.com kstrang'asprypoint.com Office: 902.510.1770 Office: 617,939.9016 Mobile; 902,213.0950 Mobile: 902.476,7930 7 Appendix A — Support Process Supplemental Information 7.1 Creating a Ticket 1. Log into supp2".sspry.point.com 2. Choose New Support Ticket Confidential ) Copyright 4 2022 SpryPoint SolutionsMe. Alf Rights Reserver) 16 Exhibit C - Service Level Agreement - FINAL.docx How can we help you today? I!.nlei your i.voi li lemi 1wi, . o New SupportTicke# p Check Ticket Status 8558797779 Provide as much information as you can in the required fields. Submit a ticket Requester * smacleod@sprypoint.com Subject * TEST CASE - Ignore Priority * Law r Description * B I U In IN A M 00 ® 3a Test Case. ignore + Attach a file ® CoCEt Confidentlal I Copyright Q 2022 SpryFoint Solutions One. All Rights Reserved 17 ��� Exhibit C - Service Level Agreement - FINAL.docx "The Description Field could Include: o Walkthrough of question/issue e Steps to reproduce e Sample accounts e Actual vs. expected outcome 0 Supporting documentation (Le., error message, as attachment) Once submitted, Client will receive an automated response Indicating the request has been received as well as the ticket number assigned by our system 7.2 Check ticket status 1. Log Into �u�port�sp�point.com 2. Search by Open or Pending tickets 3. Sort by date created or last modified 4. Click on the ticket to view current status, agent 7.3 Release Management SpryPoint provides releases for all applications on a regular basis. Releases are deployed after standard business hours and are live in the systems the next morning, Release Notes are provided with each release and highlight new features, enhancements, and fixes. The Customer Success Team will assist in reviewing, evaluating, and adopting the new features and functionality found In the new releases. Primary contacts from each organization are Included on the distribution list for the Release Notes. If you would like to be included, please submit a ticket with your contact information to the support desk. 7.4 Account Management SpryPoint works to ensure that your applications stay running to support your business predictably and efficiently. Our Customer Success Team provides more than just support for reported Issues. We are also focused on Customer Satisfaction and Customer Enablement. We will work with you to assist in adopting and maximlzing your SpryPoint applications through: 7.5 Tralning/Help Implementing a new system takes time and there Is a lot to learn when processes and software changes, Our team is here to help you make the most of your Investment with SpryPoint. ConNentiai 1 Copyright ® 2022 SpryPoint SaJut�ons rna All Rights Reserved 18 r �� Exhibit C - Service Level Agreement - FINAL.docx Throughout the implementation, SpryPolnt provides training for administrators and end -users to prepare them for system go -live. After the organization has been live In the production environment and staff have been using the application, It is helpful to schedule some refresher training to review processes and functionality and answer any questions. As we continue to grow, clients will see more self directed training and webinars. SpryPolnt Help Files (Knowledge Base) are available In-app. We have attempted to address Issues and questions in advance of you asking, but it Is Inevitable that some have been missed. If you have searched the Knowledge Base and did not find an answer, please submit a ticket. 7.6 Best Practices is there something slowing a process down? Talk to us about It, we may have heard about it from another customer, or through industry contacts. Through conversations with customers, we discover new and innovative solutions to common problems. We collect the information and add it to our experience and knowledge to provide best practices that can be used in your organization. The Customer Success Team is always available to discuss any challenges you are facing, brainstorm solutions, and take part in the innovation process. 7.7 Check -Ins We are more than a support team. We are your partners, invested In your success. We reach out to clients on a regular basis to check in and make sure that everything is going well, and you are happy with your SpryPolnt applications. The call is usually informative for us and the customer as we learn a lot by asking if there is anyway we can help or anything we can do better. When we ask you questions about your organization and the way you use our applications, it Is so we can better understand your environment, business goals, and future Initiatives, and provide recommendations to any issues that you may have, At your request, we will schedule regular meetings with the Customer Success team and your team using the application. This time can be used to review open items, discuss future initiatives, or answer questions. 7.8 Monitoring SpryPoint applications are monitored for uptlme and performance 24/7 using the latest technology. If unexpected conditions or performance degradation is detected, the team is notified automatically and Instantly. The Customer Success Team watches for performance issues in real-time and applies updates to fix Issues within minutes, often before customers have even noticed a problem, 7.9 Auditing SpryPoint's monitoring tools provide us with Service Level Agreement reports to ensure that we maintain availability and performance standards. We review the reports monthly to ensure you are getting the best experience possible. Confidential l Copyright �5 2022 SpryPoint Solutlons Inc. All Rights Reserved 19 Exhibit C - Servlco Lovel Agreement - FINAL.docx 7.10 Integrated Quality Assurance Quality assurance is a critical component of customer success. A customer encountering an issue indicates that quality can be Improved, either through documentation, training, product Improvement, or more comprehensive testing. For the product team to deliver software, the last Internal step, before going to the customer, is to run it through with CAA resources to fully understand, experience, verify documentation, and create release notes and customer adoption process. Confidential r Copyright Zi 2022 SpryPolnt Solutions Inc. All Rights Reserved 20 cr Exhibit D — Insurance Coverage 45 Queen Street Charlottetown, PE CfA 4A4, Canada sprypoln# COM ��O Insurance ExhibitExhibit a - Insurance Coverage - FINAL.docx SpryPoint will maintain during the entire Term of this Agreement, at its own expense, the Insurance coverage below which meets or exceeds the coverages and limits as specified In the Client's RPP. The policies shall include an endorsement naming Client as an additional insured with respect to the provision of services provided under this agreement. Insurance coverage for this agreement will be at a minimum as follows: 1. COMMERCIAL GENERAL LIABILITY INSURANCE SpryPoint shall maintain Commercial General Liability Insurance covering all operations by or on behalf of SpryPoint on a per occurrence basis against claims for personal injury and property damage. Policy limits are subject to review, but shall In no event be less than, the following: $3,000,000 Each Occurrence $6,000,000 General Aggregate $3,000,000 Personal and Advertising Injury $2,000,000 Products/Completed Operations ,aggregate $2,000,000 Non -Owned Automobile Coverage Includes: (a) Separation of Insureds, Cross Liability (b) Contractual Liability (c) Products -completed Operations (d) Contingent Employer's Liability 2. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE SpryPoint shall maintain Commercial Automobile Liability Insurance covering liability arising out of the operation of any vehicle (Including owned, non -owned and hired vehicles). $2,000,000 Each Occurrence $2,000,000 Annual Aggregate 3. ERRORS AND OMISSIONS AND CYSER INSURANCE SpryPoint shall maintain Errors and Omissions and Cyber Insurance covering liability third party claims and losses with respect to network risks (such as data breaches, transmission of virus/malicious code; unauthorized access or criminal use of third party, ID/data theft) and invasion of privacy regardless of the type of media involved in the loss of private information. $3,000,000 Per Claim 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 Confidential I Copyright Q 2022 SpryPoint Services Inc. All Rights Reserved Exhibit P - Insurance CCversge - FINAL.114C9 responsible for all Workers Compensation related incidents for employees of companies based on Prince Edward Island. As an employer based in Prince Edward Island, SpryPoint is legally required to maintain Workers Compensation insurance through WCBPEI. If there is a workplace incident related to SpryPoint employees, coverage is provided by the WCBPEI regardless of the location. SpryPoint will provide Client with a copy of the Workers Compensation Clearance letter issued by WCBPEI which confirms SpryPoint's coverage and that our account is in good standing. S. ADDITIONAL INSURANCE RELATED PROVISIONS 6.1 SUBCONTRACTORS, SpryPoint agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or Involved in the performance of the Services by SpryPoint, provide the same minimum insurance coverage required of SpryPoint, except as with respect to limits. SpryPoint agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage Is provided In conformity with the requirements of this Agreement. SpryPoint agrees that upon request by Client, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to Client for review. 6.2 EVIDENCE OF COVERAGE. Prior to commencement of any Services under this Agreement, SpryPoint, and each and every subcontractor shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage as Indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to the Client and as described in this Agreement. SpryPoint shall file with the Client all certificates and endorsements for the required insurance policies for Client's approval as to adequacy of the Insurance protection. 6.3 TERMINATION. All policies shall contain an endorsement providing that written notice be given to the Client at least thirty (30) calendar days prior to termination, cancellation or reduction in coverage policy. Insurance policies shall remain in force until all work has been completed. If a policy does expire during the life of the Contract, a renewal certificate of the required coverage will be sent to the Client not less than ten (10) workdays prior to expiration date. SpryPoint will maintain during the entire Term of this Agreement, at its own expense, the insurance coverage below which meets or exceeds the coverages and limits as specified In the Client's RFP. The policies shall include an endorsement naming Client as an additional insured with respect to the provision of services provided under this agreement. Insurance coverage for this agreement will beat a minimum as follows; Confidential f Copyright 02022 SpryPolnt ServlceS Inc. All P1911ts Peserved Exhibit E — Security Overview op Exhibit E - Securlty Overview - FINAL,docx Table of Contents Tableof Contents..............................................................................................................1 1. Overview......................................................................................................................2 2. Personnel.....................................................................................................................2 2.1. Personnel Overview.........................................................................................................2 2.2. Security Awareness & Training..................................................................................... 2 2.3. End User Devices.............................................................................................................. 2 2.4. Access Control................................................................................................................... 3 2.5. Physical Security.................................................................................................................... 3 2.6. Monitoring................................................................................. ... 4 2.7. Control Assessments............................................................................................................ 4 3. Data Integrity & Privacy ........................... . ...........................................................4 3.1. Data...........................................................................................................................................4 3.2. Personally Identifiable Information (PII)........................................................................... 4 3.3. Secure Disposal.....................................................................................................................4 4. Secure Application & Infrastructure Development........................................4 4.1. Least Privilege........................................................................................................................4 4.2. Peer Code Reviews.............................................................................................................. 5 4.3. Vulnerability Management.................................................................................................. 5 4.4. Configuratlon Management................................................................................................5 4.5. Incident Response Procedures.........................................................................5 4.6. Contingency Planning..........................................................................................................5 Confidentiai I Copyright 0 2022 SpryPoint Services Inc. All Rights Reserved Exhibit E -Security Overview 1. Overview This security document ("Exhibit") details the security policy, procedures, and technologies used to protect client data. This document applies to SpryPolnt's production software -as - a -service (SaaS) offering ("The Service"), client data stored in the service, and work performed by SpryPoint implementing, maintaining, and supporting the service. SpryPoint has established a comprehensive Written Information Security Program ("WISP") which includes defining, documenting, and supporting the Implementation and maintenance of the administrative, technical, and physical safeguards the firm has selected to protect the information it collects, creates, uses, and maintains. This program uses both technologies and business policies to Ensure the confidentiality of client's data from any unauthorized parties; • Protect the integrity of data; and * Maintain availability of the service by using scalable hosting with fault tolerance. 5pryPoint's security program is based on the NIST SP-800-53 standard and the concepts of Zero Trust. The program may evolve over time as the standard is revised. These evolutions will never degrade the strength of the program. 2. Personnel 2.1. Personnel overview 2.1.1.All SpryPoint employees are subject to background screening prior to being employed, and employment agreements cover confidentiality, non -disclosure, and other key protections, 2.1.2. SpryPoint has a dedicated information security officer who Is responsible for managing and continuously Improving SpryPolnt's security posture, The information security officer can be reached at security0sprypoint_com. 2.2.Security Awareness & Training 2.2,1, Employees receive security awareness training during their onboarding, and SpryPoint employees are subject to mandatory ongoing cybersecurity and phish awareness training on a regular basis. All employees are encouraged to attend security conferences where practicable. 2.2.2. Employees must read and adhere to the Information Security Policies and must re -certify each year. 2.3. End User Devices Employees agree to the Asset Management Policy with regards to acceptable use. Ail end user devices provisioned by SpryPoint are hardened and equipped with; Confidential l Copyright 0 2022 Sprypolnt .Services Inc. All Rlghrs Reserved N Exhibit E - Security Overviow • Mobile Device Management (MDM) software. • Full Disk Encryption, Anti-Malware Software. + Strong Password policies. • Secure Password Vault, 2.4.Access Control 2.4.1. To ensure only authenticated users access data they are authorized to access, SpryPoint maintains policies and procedures regarding the following areas: • Access Control Policy • Business Continuity and Disaster Recovery Plan • Cryptography Policy • Human Resources Security Policy • Information Security Policy • Operations Security Policy • Risk Management Policy • Third -Party Management Policy + Asset Management Policy • Code of Conduct • Data Management Policy Incident Response Plan • Information Security RACI • Physical Security Policy • Secure Development Policy 2.4.2. User accounts on SpryPoint's Services use role -based security to enable least privilege authorization, Passwords on the service are protected by industry best practices, using industry -standard encryption algorithms. Access to systems can be configured to use Single -Sign -On identity providers such as Azure Active Directory, Okta, or other identity providers. 2.4.3. Where possible, services are whitelisted to specific IP ranges rather than the open internet. SpryPoint staff use VPN services to connect to SpryPoint services where appropriate. 2.4.4. Policies cover data classification and protection of classified and restricted data. 2.5. Physical Security The SpryPoint office is alarmed with unique codes per employee, and is protected via electronic key cards & fobs. The SpryPoint office does not provide physical access to production systems from inside the office. CanNdenVc1 j Copyright (D 2022 SpryPoint Services Inc, All Rights Reserved 3 ExhibitE- SecurityOverview 2.6. Monitoring 2,61 SpryPoint collects application and infrastructure logs to validate service uptime and operational status, to assist with troubleshooting system issues, and to protect and secure our networks and Client Data. Events are maintained for a period of at least one year. 2.6.2. Logs may include login ID, timestamps, login authorization granted or denied, number of denied login attempts, system load data such as CPU% and free memory, data changes within the system, or other relevant information and activity. 2.7.Control Assessments SpryPoint maintains a documented risk management program that includes an annual risk assessment, 3. Data Integrity & Privacy 3.1. Data 3.1.1. The Service is provided through secure data centers operated by an ISO 27017;2016 certified third party. 3,1.2. Data is encrypted at rest and in transit. 3.1.3, Data backups are performed daily, and tests to restore the data are run regularly 3.1.4. Questions regarding data privacy may be directed to privacy0sprypoint.com. 3.2. Personally Identifiable Information (PII) Confidential PH is compartmentalized and encrypted with unique record -level keys and an additional level of encryption. 3.3.Secure Disposal SpryPoint policies mandate secure disposal or destruction of personal information, whether in paper or electronic form, when it is no longer to be retained in accordance with applicable laws or defined policies. 4. Secure Application & Infrastructure Development 4.1. Least Privilege Only authorized Personnel with a specific business purpose are allowed access to production and development environments and/or resources. Conlfden0al J Copyright 0 2022 SpryPoint Services Inc. All Pights Roserved 4 D E%hibit E - Security Overview 4.2, Peer Code Reviews All code changes require a code review before allowing a merge. 4A.Vulnerability Management 4.3.1. SpryPoint uses automated tools to check for vulnerabilities in the software and any framework dependencies, 4.3.2. Vulnerabilities are triaged and remediation timelines are managed as per a Service Level Agreement. 4.4. Configuration Management 4AA SpryPoint has embraced infrastructure _as code to ensure repeatability, and to streamline the application of security patches arid updates. Deployment is managed via a ClIC❑ pipeline. 4.4.2. Infrastructure changes are documented and scheduled and contain approval chains and rollback plans. 4.5. Incident Response Procedures SpryPoint's incident response policy includes well-defined procedures to be followed In the event of a breach or threat of any application or system associated with the accessing, processing or storage of data. 4.6. Contingency Planning SpryPoint has a program to test and and business continuity plans. The BC/DR testing, conduct simulations, plan. Confidential r Copyright C2022 SpryPoint Services lnc. All Rights Reserved improve disaster recovery run books security and DevOps teams perform and request feedback to improve the B Exhibit F SpryPolnt Data Processing Fxhlbit This Data Processing Exhibit ("DPE") forms a part of and is subject to the SpryPolnt Master Subscription Agreement ("Agreement"), applicable Pricing Schedule or Statement of Work or other written subscription agreement (togetherwlth any attachments issued thereunder, the "Agreement") between Spry Point Services Inc. ("SpryPoint") and the Parry 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 SpryPolnt 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 condltlons of the DPE shall prevail. In delivering the Software or Services under the Agreement, SpryPolnt may Process Personal Information/ Personal Data as a Data Processor on behalf of Client, which Is the data controller. It Is hereby agreed as follows; Definitions Unless otherwise deflned below, all capitalized terms have the meaning given to them in the applicable Agreement and/or exhibits thereto. "Covered Date" means (1) Client Data. (11) Technical Services Data, and (111) any other electronic data or Information submitted by or on behalf of Client to a Covered Service. "Covered Service" means (1) any Service provided that specifically refers to this DPE, and/or, (II) any Technical Services. "Data Controller" means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data. "Date Processor" means the entity which Processes Personal Data on behalf of the Data Controller. "Data Protection Laws" means all data protection laws applicable to the Processing of Personal Data under this DPE, Including local, state, national and/or foreign laws, treaties, and/or regulations, `Date Subject" means the person to whom the Personal Data relates. "Personal Date" means any Covered Data that relates to an Identified or Identifiable natural person. "Personal Data Breach' means (i) a 'personal data breach' or (IQ any Security Breach affecting Personal Data. "Processing" or "Process" means any operation or set of operations performed on Personal Data or sets of Personal Data, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining, restricting, erasing or destroying. "Subprocessor means a SpryPolnt Affiliate or th}rd-party entity engaged by SpryPolnt or a SpryPoint Affiliate as a Data Processor under this DPE, "Subprocessor List" means the subprocessor list Identifying the Subprocessors that are authorized to Process Personal Data for the relevant Covered Service, 9. Subject and Scope 1.1. Scope and Role of the Parties. This DPE applies to the Processing of Personal Data by SpryPoint to provide the Covered Service. For the purposes of this DPE, Client and Its Affiliates are the Data Controller(s) and SpryPoint Is the Data Processor. SpryPoint shall Process Personal Information/ Personal Data under the Agreement(s) only as a processor acting on behalf of Client where Client is the Data Controller, SpryPoint agrees that it will Process Personal Information/ Personal Data for the sole purpose of providing the Services as described In the Agreement(s). 1.2. Purpose. Client discloses Personal Information/ Personal Data to SpryPoint solely for: (i) a valid business purpose; and (11) SpryPoint to perform the Services. 1.3. Instructions for Processing. SpryPoint shall Process Personal Data in accordance with Client's documented Instructions. Client Instructs SpryPoint to Process Personal Data to provide the Covered Service in accordance with the Agreement (Including this DPF�, Client may provide additlonal instructions to SpryPoint to Process Personal Data, however SpryPoint shall be obligated to perform such additional Instructions only if they are consistent with the terms and scope of the Agreement and this DPE. 1.4. Prohibitions, SpryPoint is prohibited from: (#) selling Personal Information/ Personal Deta; (ii) retaining, using, or disclosing personal Information/ Personal Data for a commercial purpose other than providing the Services; and (111) retaining, using, or disclosing the Personal Information/ Personal Data outside of the Agreement between SpryPoint and Client. 1.5. Warranty. Client warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give such Instruction. 1.6. Sole Responsibility. Client Is solely responsible for obtaining all necessary consents, licenses and approvals for the collection and Processing of any Personal Information/ Personal Data. 1.7. Compliance with taws. SpryPoint shall comply with all Data Protection Laws applicable to SpryPoint In Its role as a Data Processor Processing personal Data. For the avoidance of doubt, SpryPoint Is not responsible for complying with Data Protection Laws applicable to Client or Client's Industry such as those not generally applicable to online service providers. Client shall comply with all Data Protection Laws applicable to Client as a Data Controller and shall obtain all necessary consents, and provide all necessary notifications, to Data Subjects to enable SpryPoint to carry out lawfully the Processing contemplated by this DPE. 2. Technical, Organizational Measures and Security 2.1. Security Measures. SpryPoint Implements and maintains appropriate technical and organizational measures to ensure a level of security appropriate to the risk. The parties agree that the security measures are appropriate to protect Personal Information/ Personal Data against a Personal Information/ Personal Data Security Incident, and that these measures ensure a level of security appropriate to the risks presented by the Processing and the nature of the Personal Information/ Personal Data to be protected having regard to the state of the art and the cost of their Implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. 2.2. Confidentiality. SpryPoint shall ensure that any person authorized to Process the Personal Information/ Personal Data Is subject to a strict duty of confidentiality and that they Process ��0 the Personal Information/ Personal data only for the purpose of delivering the Services under the Agreement to Client. 2.3. SOC 2 Compliance. SpryPolnt is currently undergoing an audit for SOC 2 Compliance. Upon successful completion, at a minimum, SpryPoint agrees to maintain SOC2 Type 2 compliance. SpryPolnt may modify Its Security Measures from time to time and at any time, provided, however, that it will not materially reduce the level of protection as provided In this DPE. 2.4. Processing Terms. At all times that SpryPoint Processes, and/or has access to Personal Information/ Personal Data, SpryPolnt shall (a) Process such Personal Information/ Personal Data only In accordance with Client's documented Instructions (b) not Sell (as defined under CCPA) Personal Information/ Personal Data, or retain, use, or disclose such Personal Information/ Personal Data (1) for any purpose other than for the specific purpose of performing the Services or (II) outside the direct business relationship between Client and SpryPolnt. 2.5. Acknowledgement, Acknowledging that Client (and not SpryPolnt): (1) controls the nature and contents of Client Data (Including any Personal Information/ Personal Data therein); and (II) acts as Its own system administrator and controls user access to Client Data (including any Personal information/ Personal Data therein), Client represents and warrants that on the date of this DPE and during the Term: 2,5J. Personal Information/ Personal Data has been and will be collected and Processed by Client In accordance with applicable Privacy/Data Protection Laws; 2.5.2. Client will take all steps necessary to ensure It achieves the foregoing, including without limitation, by providing Data Subjects with appropriate privacy notices, obtaining any required consent, and ensuring that there Is a lawful basis for Contracted Processors to Process Personal Information/ Personal Data. 3. Subprocessors 3.1. Use of Subprocessors. Client hereby agrees and provides a general prior authorization that SpryPolnt and SpryPoint Affiliates may engage Subprocessors. SpryPolnt or the relevant SpryPolnt Affiliate engaging a Subprocessor shall ensure that such Subprocessor has entered Into a written agreement that Is no less protective than this DPE. SpryPolnt 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. 5.2. Notlflcatlon 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, SpryPolnt shall provide notice to Client by updating the Subprocessor List. S.S. Approved SpryPolnt's Sub -Processors Sub -Processor Country WebsIte Service Provided maWon a ervices nits fates aws,amazon.com Cloud Infrastructure Freshdesk united States www.freshworks,com Customer Service era u Hued fates www.heroku.com Clou Infrasturcture (:O Illo United States www.twilio.corn SMS Delivery Iservlce 7WIllo Sendgrld United States www,twiiio,comisendgrid/email-api Email Delivery Service Solarw n s Papertrall United States www.papertrail.com Log Management Service aygun United States www.raygun.corn Application Management Service 4. Rights of Data Subjects 4.1. Assistance with Data Subject Requests. SpryPoint will, In a manner consistent with the functionality of the Covered Service and SpryPolnfs role as a Data Processor, provide reasonable support to Client to enable Client to respond to Data Subject requests to exercise their rights under applicable Data Protection Laws ("Data Subject Requests"). 4.2. Handling of Data Subject Requests. For the avoidance of doubt, Client is responsible for responding to Data Subject Requests. If SpryPolnt receives a Data Subject Request or other complaint from a Data Subject regarding the Processing of Personal Data, SpryPolnt will promptly forward such request or complaint to Client, provided the Data Subject has given sufficient Information for SpryPolnt to Identify Client. 5. Cooperation To the extent SpryPoint Is required under Privacy/Data Protection Laws, SpryPolnt will assist Client to comply with Privacy/data Protection Laws; In particular (1) SpryPolnt will assist Client in responding to any request from a data subject exercising his or her rights under the Privacy/Data Protection Laws; (li) It wl11 assist Client In responding to any request from regulatory or judlclal 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. B. SpryPoint Personnel SpryPoint shall require screening of Its personnel who may have access to Personal Data and shall require such personnel (1) 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 �iila to be subject to confidentiality obligations which shall survive the termination of employment. 7. Personal Data Breach In the event SpryPolnt 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, SpryPolnt shall provide reasonable assistance to provide such Information to Client taking Into account the nature of Processing and the Information available to SpryPolnt. 8. Security Program SpryPolnt 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 SpryPolnt becomes aware of a CO security Incident or has a reasonable suspicion of a Personal Information! Personal Data breach In respect of the Personal Information) Personal Data being Processed under the Agreement(s), it will Inform Client without undue delay and will provide reasonable information and cooperation to Client so that Client can fulfill any Personal Information/ Personal Data Security Incident reporting obligations It may have under the applicable Privacy/Data Protection Laws. SpryPoint will take reasonably necessary measures to remedy and mitigate the effects of the Security Incident as set forth In the Security Exhlbit, 9. Audit Upon completion of our SOC2 In the first half of 2023, 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: (1) be performed according to AICPA SOC2 standards or such other alternative standards that are substantially equivalent to AICPA SQC2; (IQ 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 2 report ("Audit Report"), which will be SpryPalnt's Confidential Information, The Audit Report can be made available to Client upon written request no more than annually subject to the confidentiality obligations of the Agreement or a mutually agreed non -disclosure agreement covering the Audit Report. For the avoidance of doubt, each Audit Report will only discuss Software and Services in existence at the time the Audit Report was Issued, Client agrees that, to the extent applicable, SpryPolnt's then -current SOC 2 audit reports will be used to satisfy any audit or inspection requests by or on behalf of Client. In the event that Client, a regulator, or supervisory authority requires additional information, Including Information necessary to demonstrate compliance with this DPE, or an audit related to the Covered Service, SpryPolnt will (1) make available to Client on request all information necessary to demonstrate compliance with this DPE, and (€1) allow for and contribute to audits, including inspections, by an auditor mandated by Client in relation to the Processing of the Personal Information/ Personal Data by SpryPoint. 10. Return and Deletion of Client Data and Personal Data Upon written request by Client made prior to or upon any expiration or termination of this Agreement, SpryPolnt 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, $pryPolnt 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 SpryPolnt 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 SpryPolnt will continue to protect the Client Data In accordance with this Agreement, Client Data will be made available in a SpryPOlnt- supported format mutually agreed upon between the parties (for example, CSV, dellmlted text or Microsoft Excel). The foregoing deletion obligation will be subject to any retention obligations Imposed on SpryPoint by Law. Additionally, during the Term of the Agreement, Clients may extract Client Data using SpryPoint's standard web services. Upon termination of the Covered Service, SpryPoint shall return and delete Personal Date In accordance with the relevant provisions of the Agreement. 41. General Provisions 11.1. Client Affiliates. Client Is responsible for coordinating all communication with $pryPoint 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. i1.2. Termination. The term of this DPE will end simultaneously and automatically at the Eater of (1) the termination of the Agreement or, (ii) when all Personal Data is deleted from SpryPoint's systems. 11.3. Conflict. This DPE Is subject to the non -conflicting terms of the Agreement, With regard to the subject matter of this DPE. In the event of inconsistencies between the provisions of this DPE and the Agreement, the provisions of this DPE shall prevail with regard to the parties' data protection obligations. 11.4. Client Af illate Enforcement, Client's Affiliates may enforce the terms of this DPE directly against SpryPoint, subject to the following provisions. 11A.1. Client will bring any legal action, suit, claim or proceeding which that Affiliate would otherwise have if It were a party to the Agreement (each an "Affiliate Claim") directly against SpryPoint on behalf of such Affiliate, except where the Data Protection Laws to which the relevant Affiliate Is subject require that the Affiliate itself bring or be party to such Affiliate Claim'. and 11.4.2. for the purpose of any Affiliate Claim brought directly against SpryPolnt by Client on behalf of such Affiliate In accordance with this Section, any losses suffered by the relevant Affiliate may be deemed to be losses suffered by Client. 11.5. Remedies. Client's remedies (including those of Its Affiliates) with respect to any breach by SpryPoint or Its Affiliates of the terms of this DPE and the overall aggregate liability of SpryPolnt and Its Affiliates arising out of, or In connection with the Agreement (Including this DPE) will be subject to any aggregate limitation of liability that has been agreed between the parties under the Agreement (the "Liability Cap"). For the avoidance of doubt, the parties intend and agree that the overall aggregate liability of SpryPoint and Its Affiliates arising out of, or In connection with the Agreement (including this DPE) shall in no event exceed the Liability Cap. 11.E. Miscellaneous. The section headings contained In this DPE are for reference purposes only and shall not in any way affect the meaning or interpretation of this DPE.