Contract - Springbrook - 2023-09-27
Order Form: Q-08530-1
Date: 11/10/2022, 8:28 AM
Expires On: 6/30/2023
Phone: (866) 777-0069
Email: info@sprbrk.com
Ship To:
Kaitlin Tran
Costa Mesa Sanitary District, CA
290 Paularino Avenue
Costa Mesa, California 92626
ktran@cmsdca.gov
Bill To:
Kaitlin Tran
Costa Mesa Sanitary District, CA
290 Paularino Avenue
Costa Mesa, California 92626
ktran@cmsdca.gov
Account Manager E-mail Phone Number Payment Terms
Bea Williams bea.williams@sprbrk.com (503) 820-6272 Net 30
Annual Product Pricing
PRODUCT RATE QTY DISC (%)NET PRICE
Accounts Receivable Subscription USD 5,950.00 1 28.130 USD 4,276.27
Employee Self Services Subscription USD 5,000.00 1 36.180 USD 3,191.00
Human Resources Management Subscription USD 10,450.00 1 86.020 USD 1,460.91
Payroll Subscription USD 15,950.00 1 74.110 USD 4,129.46
Finance Suite Subscription USD 26,500.00 1 36.800 USD 16,748.00
Annual Product Pricing Total:USD 29,805.64
Fixed Fee Professional Services
PRODUCT DESCRIPTION RATE QTY DISC %NET PRICE
Fixed Fee Professional
Services
Fixed Fee Professional Services USD 15,750.00 1 0.000 USD 15,750.00
Fixed Fee Professional Services Total:USD 15,750.00
Grand Total: USD 45,555.64
* excludes applicable sales tax
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Order Details
Customer Name:
Costa Mesa Sanitary District, CA
Customer Contact:
Kaitlin Tran
Governing Agreement(s):
This Order Form is governed by the applicable terms found at:
MSA: https://sprbrk.app.box.com/v/sprbrk-saas-terms
MLA: https://sprbrk.app.box.com/v/sprbrk-onpremise-terms
Professional Services: https://sprbrk.app.box.com/v/sprbrk-svcs-terms
Term(s):
3 Years
Order Terms
In the event of an inconsistency between this Order Form, any governing agreement, purchase order, or invoice, the
Order Form shall govern as it pertains to this transaction.
•This Order Form shall become effective as of the last date of signature (the "Effective Date").
•Order Start Date: Software Licenses, Subscriptions, Maintenance, and Hosting commence upon the earlier of
a) date of delivery* or log-in to hosted software to Customer; or b) 60 days after Order Form Effective Date.
•Subscriptions, Maintenance, Hosting, and Support (“Recurring Services”) continue from the Order Start Date
through the term listed in this Order Form (or if not listed, one (1) year).
•Orders for Recurring Services auto-renew unless the Customer or Springbrook provides a written notice of
non-renewal at least sixty (60) days before the end of the Order Term.
•Subscription Service fees and any Recurring Services will be subject to an automatic annual increase
by not more than five percent (5%) of the prior year’s Subscription Service fees ("Standard Annual Price
Increase").
•Any Software Licenses or Hardware are one-time non-refundable purchases.
•CivicPay Online Subscription fee and CivicPay IVR Subscription fee are subject to increase at per account
rate, based on actual accounts.
•CivicPay IVR Message Block Subscriptions expire upon the earlier exhaustion of the Message Block or
twelve (12) months from the Order Start Date. Upon expiration, Message Blocks automatically renew.
* The date of delivery of software to the Customer is the date the software is made available to the Customer, either
by delivery of software or delivery of first log-in to a hosted environment, which may be either a test or production
environment. This date of delivery is frequently earlier than the dates professional services are completed, the Customer
completes user acceptance testing, the Customer distributes additional logins to end-users, and the Customer go-live in a
production environment.
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Invoice Timing and Delivery
Invoices are delivered electronically via e-mail to the billing contact on file for the Customer. Customer invoices are issued for the full
amount of software and services purchased as follows:
Products Ordered Invoice Timing
Estimated Professional Services,
On-Site Professional Services, and
Travel Expenses*:
Monthly, in arrears for services in the prior month unless specified in Special Terms.
Fixed Fee Professional Services:
The Effective Date of this Order Form unless specified in Special Terms.
Print Services and Transaction Fees:
Monthly, in arrears for transactions in the prior month.
Hardware and One-Time Licenses:
Upon the Effective Date of this Order Form.
Software Licenses, Subscriptions,
Maintenance,
and Hosting (New):
Annually in advance upon Order Start Date.
Software Licenses, Subscriptions,
Maintenance, and Hosting
(Renewal):
Sixty (60) days in advance of the Order Start Date.
Software Subscriptions, Maintenance,
and Hosting (Add-Ons):
Upon delivery of the product, order will be pro-rated to sync with the existing
anniversary billing date and will renew annually thereafter.
Software Subscriptions (Migrations):
Upon delivery of the product, order will be synced with the existing anniversary
billing date and will renew annually thereafter unless specified in the Special Order
Terms. This order replaces and supersedes any previously executed order as it relates
to the products listed within this order. Upon delivery of new product, customer will
receive a prorated credit for any prepaid, unused maintenance fees that will be applied
to the customer’s first invoice.
* Professional Services pricing is based on expected hours using Springbrook’s standard implementation methodology. Actual hours
and billings may vary from this estimate. Please note that only when project costs exceed $5,000 of this estimate, a signed change
order will be required to continue work. Changes under $5,000 will continue to be delivered and billed accordingly. On-site Professional
Services will be subject to a daily minimum rate irrespective of hours on-site. All travel costs associated with on-site travel will be billed
as incurred.
Special Order Terms
Special Order Terms (if any):
This order request replaces and supersedes any previously executed order request as it relates to the products listed
above. Upon delivery of new product, customer will receive a prorated credit for any prepaid, unused maintenance fees
that will be applied to the customer’s first invoice.
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By signing, both parties agree to the terms and conditions set forth in this agreement.
* If the Customer requires a PO number on invoices, the Customer must provide Springbrook with the PO number and a
copy of the PO prior to invoice issuance. If a PO number is not provided prior to the invoice issuance date, invoices issued
on this Order Form will be valid without a PO reference.
Springbrook Holding Company, LLC Costa Mesa Sanitary District, CA
Signature:_________________________Signature:__________________________
Name (Print):________________________Name (Print):________________________
Title:_______________________________Title:______________________________
Date:_______________________________Date:_______________________________
Purchase Order # (if required)________________________
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Scott Carroll
9/27/2023
General Manager
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Ryan James
9/27/2023
Senior Vice President of Sales
*If additional services are requested, a separate agreement will be required to govern the terms and cost for that additional out of scope work.
Springbrook v7 to Cloud Migration Statement of Work
Following is a description of the project scope for a v7 premise upgrade of Springbrook Software to
Springbrook’s Enterprise Cloud solution. Any work or deliverables not explicitly stated below should be
considered out of scope for the purposes of this agreement.
The process for migrating from a v7 premise installation of Springbrook to Springbrook’s Enterprise
Cloud solution consists of the following major phases:
1. Performing a test migration. During this phase, Springbrook staff will work directly with your IT
or other staff to get a current copy of the existing Springbrook database and complete an initial
conversion/upgrade of the database and load it to your Cloud database for review. Only one (1)
conversion/test migration will be performed as part of this project.*
2. Complete configuration of Springbrook Cloud. During this phase, a Springbrook Professional
Services Consultant will work with staff to complete configuration of the Cloud system, including
configuring imports, exports, and check/bill prints to ensure the Cloud system works similarly to
the existing premise version. Any request to change functionality from how things work in the
premise version are generally considered out of scope for the purposes of this project – this
includes, but is not limited to, setting up new users or modifying permission for existing users,
configuring additional imports/exports for new banks, third-party bill printers, third-party AMI
providers, changing the formats of existing check prints, etc.*
3. Complete enhancement overview session. During this phase, a Springbrook Professional
Services Consultant will provide one (1) overview session to your key staff of differences
between Springbrook Cloud and your current v7 software. The focus of this single session is
generally on understanding the differences between the two versions and does not include
training/re-training in the software.*
4. Perform final data migration. During this phase, we’ll repeat the test migration, but this will be
the last and final data migration to the Springbrook Cloud solution. Once Springbrook staff have
obtained a copy of the current v7 database, staff will be unable to use the local version of
Springbrook until the Cloud solution is live. In most cases, this downtime will span 2-3 business
days (with the potential to extend up to 5 business days). Read-only access to the local v7
version of Springbrook will be available while the final Cloud migration is performed. Please
note that integrated systems that rely on Springbrook data, including our CivicPay and Employee
Self Service systems, will be unavailable during the final migration as well.
5. Go live with Springbrook Cloud. Once the final data migration has occurred and the Cloud
system has been verified by Springbrook staff, it will be made available to your staff to begin live
processing. A Springbrook Professional Services consultant will be available during the first week
to field phone calls and emails regarding questions or issues discovered. Following the first week
of go live, additional assistance with using Springbrook Cloud should be directed to Springbrook
Technical Support resources.*
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