Amended and Restated Agreement, dated September 10, 2019, by and among the Subsidiaries and FATHOM

Subject to the terms and conditions of this Agreement, FATHOM grants Customer a limited, nonexclusive, nontransferable, and revocable right to use and access FATHOM’s Platform only for those services specifically identified and selected in accordance with Exhibit D. Customer acknowledges that Access will be granted to its employees for the purpose of managing the water and wastewater infrastructure associated with Customer and operated via one or more internet connections. FATHOM shall provide GW, LLC the Support Services and the Scope of Services.

The Access granted by this Agreement is for the period ending on December 31, 2026 (“Initial Period”) and shall thereafter automatically renew for an additional ten-year period, unless written notice to not renew is provided not later than one hundred and eighty (180) days prior to the expiration of the Initial Period, after which this Agreement shall expire at the end of the Initial Period. The parties acknowledge that non-renewal of this Agreement after completion of the Initial Period may be for or without default/cause.

Customer is allowed Access solely for Customer’s own internal operations, and cannot sublicense, rent, or permit anyone other than Customer’s own authorized employees and agents that have received proper training by FATHOM personnel, to use or have access to the Platform under any circumstances not authorized by this Agreement.

Unless otherwise expressly authorized in this Agreement, Customer shall not:

FATHOM has the right, upon reasonable advance notice and during regular business hours, to inspect Customer’s books, records, computers, and facilities with respect to the use of the Platform to verify that:

Subject to this Section 2.6, GW, LLC shall cause any private regulated utility company that becomes a direct or indirect subsidiary of GW, LLC and has customers (a “New Utility Company”) to be a party to this Agreement through the procedures set forth in Section 2.6(A), except as provided under Section 2.6(B). Notwithstanding anything to the contrary, all utility acquisitions and other additions by a direct or indirect subsidiary of GW, LLC shall be reported to FATHOM in a timely manner, regardless of GW, LLC’s desire to add such utility to the Platform.

GW, LLC shall pay to FATHOM the fees set forth in Exhibit A, subject to the provisions of Exhibit G. FATHOM will deliver monthly invoices for the fees.

All payments are due as provided for in Section 3.1 fifteen (15) days from the invoice date. Any unpaid invoices or amounts not paid in accordance with Section 3.1, and remain unpaid for a period of ten (10) days from the due date of the invoice will be subject to interest and late fees in accordance with Exhibit A. GW, LLC’s failure to pay any fees within five (5) days following written notice from FATHOM may, at FATHOM’s sole discretion, result in FATHOM exercising any of its rights and remedies at law and in equity, including but not limited to terminating Customer’s Access and/or disconnecting Customer from FATHOM’s servers and other connection providers without notice to Customer. Customer agrees to pay FATHOM the costs associated with the disconnection of services under this Section 3.2.

FATHOM’s fees for any services provided to Customer under this Agreement will be adjusted annually as provided for in Exhibit A.

The fees listed in this Agreement do not include taxes. If FATHOM is required to pay sales, use, property, value-added, withholding, or other taxes based on the goods and services provided to Customer under this Agreement, then and unless Customer provides FATHOM with a valid tax exemption certificate, such taxes will be billed to and paid by Customer.

FATHOM will maintain an automated lock-box for receipt of all utility bill payments made through the FATHOM™ Platform associated with the scope of this Agreement. At the close of business of each day, FATHOM will tabulate the total utility bill payments generated during that day of (A) the bills, (B) the “Past Due Notice” mailings, and (C) the “Final Invoice transmittals (collectively, “Customer Collections”). The parties expressly agree that a Customer Collection may include water, wastewater and/or reclaimed water charges but shall still constitute one single Customer Collection. Customer Collections may be made via transitional mail or electronically based on the customer’s preference. Each day FATHOM shall issue payment to Customer equal to the cash collected by FATHOM in connection with

If a Royalty Payment (as defined in the Securities Purchase Agreement) is owed to GWRI pursuant to the terms of the Securities Purchase Agreement, then by mutual written consent in each instance (A) GW, LLC may elect to deduct all or any portion of such Royalty Payment from any amounts due and owing from GW, LLC to FATHOM pursuant to Section 3.1 of this Agreement or (B) FATHOM may elect to reduce all or any portion of such Royalty Payment by any amounts due and owing from GW, LLC to FATHOM pursuant to Section 3.1 of this Agreement. The Parties acknowledge that the Royalty Payment may exceed the fees owed to FATHOM pursuant to Section 3.1 of this Agreement and the Royalty Payment shall not be limited in any way by the payments due and owing under Section 3.1 of this Agreement. No change of business method, or action taken by either Party provides a basis for reducing or terminating the royalty payment owed, and to be owed, to GWRI pursuant to the Securities Purchase Agreement. Notwithstanding the foregoing, FATHOM will continue to make the Royalty Payment per the terms outlined in the Securities Purchase Agreement provided that this Agreement (including any mutually agreed upon amendments) is active, GW, LLC is still utilizing the Platform and that all undisputed fees owed to FATHOM are paid in full.

Customer must, as reasonably requested by FATHOM, provide FATHOM with detailed information about Customer’s account information, billing rates, work flow, billing and collecting procedures, transaction volumes, and current and historical account data to assist FATHOM in establishing the Platform for Customer’s use; provided that the information is not otherwise subject to disclosure restrictions under federal, state, or local law. Any information provided under this Section 4.1 shall be considered Confidential Information.

Customer must designate a project manager or an information technology team to coordinate and work with FATHOM in the support of the Platform. The identity and contact information of the Customer project manager and information technology team must be provided in Exhibit C, which may be updated from time to time.

FATHOM agrees, at no additional cost to Customer, that FATHOM personnel performing services in connection with this Agreement will have the technical experience, proper training, and qualification to fulfill FATHOM’s obligations under the Agreement.

FATHOM will be solely responsible for obtaining and maintaining appropriate insurance coverage for the activities conducted by FATHOM personnel under this Agreement, including but not limited to, workers compensation with statutory limits and comprehensive general liability insurance with limits of not less than $1,000,000 for injury to or death of one or more persons in any one occurrence and for damage or destruction to property in any one occurrence, and professional liability insurance with limits of not less than $500,000 per occurrence and $1,000,000 in the aggregate. The insurance must name Customer as an additional insured and certify that no alteration, modification, or termination of such coverage will be effective without at least thirty (30) days’ advance written notice to Customer.

Upon request, FATHOM will deliver to GW, LLC a current System and Organizations Controls (SOC 1) Type II report and a bridge letter to cover the yearend reporting period of GW, LLC. Payment processors utilized by FATHOM undergo annual PCI compliance audits and the results of those audits can be made available to GW, LLC upon request.

FATHOM will consider and treat data relating to Customer (and its customers) that is provided or otherwise made available to FATHOM through FATHOM’s performance of services or otherwise through Customer’s (and its customers’) use of the Platform as Confidential Customer Data. Notwithstanding anything to the contrary in this Agreement, FATHOM may use Confidential Customer Data for the purposes of: (i) providing the FATHOM Platform and the Services to Customer and its customers; (ii) for FATHOM’s internal research and development purposes; (iii) enforcing its rights under this Agreement; and (iv) on an aggregated and anonymized basis, create FATHOM Data. FATHOM reserves all rights to FATHOM Data.

FATHOM must designate an information technology team to coordinate and work with Customer in the support of the Platform. The identity and contact information of the FATHOM project manager or information technology team must be provided in Exhibit C.

Customer acknowledges that the Platform and FATHOM Documentation is considered by FATHOM to be valuable trade secrets of FATHOM or third-party providers. FATHOM or its third-party providers are the sole and exclusive owner of the Platform and FATHOM Documentation, as well as any related trademarks and domain names. The Access granted by this Agreement does not give Customer any ownership interest in the Platform or FATHOM Documentation, but only the limited right to access and use the Platform and FATHOM Documentation under the terms of this Agreement.

Customer agrees that it will not remove, alter, or otherwise obscure any proprietary rights notices appearing in the Platform or FATHOM Documentation delivered to Customer under this Agreement.

The Platform or FATHOM Documentation may include certain custom modifications made by FATHOM in order to meet the Customer’s expectation. FATHOM will retain title to any custom modifications, and may, at is sole discretion and at any time, make changes, upgrades, updates, enhancements, or other modifications to the Platform or FATHOM Documentation.

FATHOM acknowledges and agrees that Customer’s data and information provided by Customer or its customers or otherwise resulting from the use of the Platform shall be the property of and owned by Customer. Not more than once annually at the Customer’s cost, the Customer may request a complete back-up of all Platform data including but not limited to the following:

AMI/AMR (Automated Metering Infrastructure/Automated Meter Reading (collectively referred to as “AMI”) data, including consumption, diagnostic, and status data from water meter devices, as well as data transmitted to a central database for billing, troubleshooting, and analyzing (“Meter Data”);

Customer Information Systems data, including name, address, personal identification numbers, billing information, deposit and payment history, account history, account number, meter reads, time of use information, survey results, and any other information specific to a customer or account (“CIS Data”). CIS Data will be subject to terms of Exhibit D P1);

CMMS (Computerized Maintenance Management System) data related to work orders and work order data, including historical work orders generated, work order details, work order resolution notes, labor hours, project number, expense type, date work order completed, recurring work order data, all meter work order data, asset information attached to work orders such as pictures or operating and maintenance manuals, all inspection data and any other data entered into the CMMS system (“CMMS Data”);

Customer Portal metering and analytics data, including customer log-in data, customer preference selections, and any other data stored as part of the Customer Portal (“Customer Portal Data”);

GIS data, including location of all water, wastewater, reclaimed water infrastructure of all infrastructure, real property and easements, as-built drawings, and property subject to a utility agreement (“GIS Data”); and

Warranty Management data, wherever stored, to include meter install date, meter size, meter manufacturer, meter serial number, meter type, MTU install date, and warranty expiration date for each warranty component on the meter (“Warranty Management Data”).

The Platform (including all source code) and FATHOM Documentation must be considered Confidential Information of FATHOM’s for purposes of this Agreement,

Upon the termination or expiration of this Agreement, Customer will comply with the provisions of Section 15.

Each party acknowledges that in the course of the performance of this Agreement, it may obtain the Confidential Information of the other party. The Receiving Party must, at all times, keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it. The Receiving Party must not use the Confidential Information of the Disclosing Party other than as expressly permitted under the terms of this Agreement. The Receiving Party must take reasonable steps to prevent unauthorized disclosure or use of the Disclosing Party’s Confidential Information and to prevent it from falling into the public domain or into the possession of unauthorized persons. The Receiving Party must not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, contractors, and consultants who need access to the Confidential Information in order to effect the intent of this Agreement. Those officers, employees, contractors, or consultants of the Receiving Party needing access to the Confidential Information to effect the intent of this Agreement will be bound by the same obligations as the Receiving Party. The Receiving Party must immediately give notice to the Disclosing Party of any unauthorized use or disclosure of Disclosing Party’s Confidential Information. The Receiving Party agrees to assist the Disclosing Party to remedy such unauthorized use or disclosure of its Confidential Information.

The obligations set forth in Section 8 do not apply to the extent that Confidential Information includes information which is:

now or afterwards, through no unauthorized act or failure to act on the Receiving Party’s part, in the public domain;

was in the Receiving Party’s possession before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party;

furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure;

furnished to others by the Disclosing Party without restriction on disclosure;

independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or

required to be disclosed by Customer or FATHOM in accordance with an applicable federal, state, or local public disclosure law.

Nothing in this Agreement prevents the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental, investigative, or judicial agency in accordance with proceedings over which the agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party must:

assert the confidential nature of the Confidential Information to the agency;

immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and

cooperate fully with the Disclosing Party in protecting against any such disclosure.

Each party agrees to provide the other with Information where required to comply with any court order, subpoena, civil investigatory demand, or the order or discovery request of any governmental or investigative agency with jurisdiction, provided that any such information shall be Confidential Information under this agreement.

Upon signing this agreement GW, LLC and its affiliates acknowledge and agree that they will have no rights to the intellectual property in connection with FATHOM and/or the Platform except as described in Section 7 of this Agreement and will be bound by the terms of Confidentiality as defined in this Section 8. In addition, to the extent of a direct conflict between this Agreement and the Securities Purchase Agreement, the Securities Purchase Agreement will govern.

FATHOM acknowledges that this Agreement will be filed as an exhibit to GWRI’s reports with the Securities and Exchange Commission. In addition, notwithstanding any other provision of the Agreement or any other agreement by or between the parties, GWRI and the Customer may disclose this Agreement and any future amendments to the Agreement to the extent such disclosure is required by applicable law.

FATHOM warrants that the access to the Platform will function for its intended use only for those services provided in accordance with Exhibit D. In the event the Platform fails to function for its intended use, in whole or in part, and FATHOM is unable to cure the failure within the time frames set forth Section 13 of this Agreement, Customer may terminate this Agreement for default pursuant to Section 15 of this Agreement. Customer acknowledges the Platform functions for its intended use.

Except as provided for in Section 9.1, neither FATHOM nor its third-party providers make any warranties, terms, or conditions, either express, implied or statutory, as

FATHOM must indemnify, defend and hold harmless Customer and its officers, directors, employees, agents, and representatives from and against those damages, losses, liabilities, judgments, awards, costs, and expenses of any nature whatsoever, including reasonable attorney’s fees and court costs incurred by Customer arising from:

any claim that Customer’s use of the Platform or FATHOM Documentation, or any of its components, infringes any patent, copyright, trade secret, trademark, or any other proprietary rights of any kind, but in each case only to the extent exclusively arising from changes to the Platform or FATHOM Documentation after June 5, 2013; or

any intentional misappropriation, misuse, or disclosure of any of Customer’s Confidential Information by FATHOM or any of its employees, contractors, or agents.

Customer must indemnify, defend and hold harmless FATHOM and its officers, directors, employees, agents, and representatives from and against those damages, losses, liabilities, judgments, awards, costs, and expenses of any nature whatsoever, including reasonable attorney’s fees and court costs incurred by FATHOM arising from any intentional misappropriation, misuse, or disclosure of any of FATHOM’s Confidential Information by Customer or any of its employees, contractors, or agents.

Each party must promptly notify the other in writing of any claim arising under Section 10. Under no circumstances will either party be liable for any consequential, special, or punitive damages for any reason arising under this Section 10.

FATHOM must indemnify and defend Customer and each director, officer, employee, or agent (Customer and any such person being called a “Customer Indemnified Party”), from and against all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Customer Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the gross negligence or intentional misconduct of

Customer agrees to indemnify and defend FATHOM, its affiliates, managers, directors, members, officers, agents, and employees (the “FATHOM Indemnified Party”) from and against all Claims (including, but not limited to, reasonable attorneys’ fees, court costs and the cost of appellate proceedings) to which any such FATHOM Indemnified Party may become subject, under any theory of liability whatsoever), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the gross negligence or intentional misconduct of Customer, its officers, employees, or agents, in connection with Customer's use of the Platform.

Neither FATHOM nor its third-party providers will have any liability for incidental, consequential, indirect, special or punitive damages, or liabilities of any kind or for loss of revenue, loss of business, or other financial loss arising out of or in connection with this Agreement, regardless of the form of the action, whether in contract, tort (including negligence), strict product liability or otherwise, even if any representative of a party to this Agreement has been advised of the possibility of such damages and even if any limited remedy specified in this Agreement is considered to have failed of its essential purpose.

Customer acknowledges that the allocation of risk in this Agreement is consistent with software industry pattern and practice and is an integral part of the consideration for this Agreement, without which FATHOM would be unable to provide the Platform and related services at the prices specified. Except for FATHOM’s indemnification in Sections 10 and 11.1, FATHOM’s entire liability for damages in connection with this Agreement must not exceed the amounts committed to by Customer to FATHOM under this Agreement for any single year of the agreement.

The parties acknowledge that nothing in this Agreement modifies or supersedes the representation and warranties made by GWRI in the Securities Purchase Agreement (if and to the extent any representations and warranties remain in effect).

Failure or unreasonable delay by any Party to perform or otherwise act in accordance with any non-monetary, material provision of this Agreement for a period of thirty (30) days after written notice from the non-breaching Party (“Cure Period”), constitutes a default under this Agreement. The notice shall specify the nature of the alleged default.

If the failure or delay is such that more than thirty (30) days would reasonably be required to perform such action or comply with any term or provision, then such Party will have additional time as may be necessary to perform or comply so long as such Party completes such performance or fulfills such obligation not more than sixty (60) days after written notice from the non-breaching Party. Notwithstanding the above, the Parties may mutually agree, in writing, to a longer Cure Period.

In the event such default is not cured within the Cure Period, the Agreement may be terminated by the Party not in default in accordance with Section 15.1.

Either party’s breach or violation of the other party’s intellectual property rights or Confidential Information may cause irreparable injury to such other party for which such other party may not have an adequate remedy at law. Under those circumstances, each party shall have the right to seek injunctive relief from a court of competent jurisdiction for a breach of any obligation of confidentiality; infringement, misappropriation, or misuse of any intellectual property right; or any other claim where interim relief from the court is sought to prevent serious and irreparable injury to one of the parties or to others.

In addition to the remedies provided for in Section 14.1, FATHOM may exercise its rights and remedies, at law and in equity, for a breach of this Agreement by Customer.

Either Party may terminate this Agreement, only for default and, only after complying with the provisions of Section 13 in the event of a non-monetary default and Section 3.2 in the event of a monetary default, by providing thirty (30) days written notice to the defaulting Party.

Within fifteen (15) days after termination or expiration of this Agreement under any circumstances, the following event must occur:

The Access and other provisions of this Agreement are terminated.

Customer’s use of the Platform is terminated.

Customer must return to FATHOM or, upon written request by FATHOM, destroy all copies of the FATHOM Documentation, and shall delete or destroy all portions or excerpts of the Platform or FATHOM Documentation contained, commingled, or incorporated in any form with Customer’s information and electronic systems, including electronic data files and magnetically encoded media, so that neither Customer nor any of Customer’s affiliates retain any of the Platform or FATHOM Documentation in whole or in part. Upon request, Customer must certify in writing the complete return or destruction of the Platform or FATHOM Documentation within thirty (30) days of the request.

Within fifteen (15) days after termination of the Access, FATHOM must either return to Customer or destroy all copies of the Customer data and documentation, including electronic data files and magnetically encoded media, such that neither FATHOM nor any of FATHOM’s affiliates retain any of the Customer’s data in whole or in part. Upon request, FATHOM must certify such complete return or destruction in writing to Customer within thirty (30) days of the request.

Notwithstanding any provision to the contrary, in the event GWRI or the Customer sells one or more of the private regulated utilities indicated in Exhibit E prior to and including June 5, 2023, and the acquirer makes such a transaction contingent upon the termination of the Agreement for that utility only, the Customer and FATHOM agree to renegotiate an increase in FATHOM fees contained within this contract. The negotiation shall be in good faith and shall be only with respect to the reapportion of the necessary ongoing revenues and costs contemplated under this Agreement to reflect the sale of the private regulated utility. No increase in fees negotiated shall take into account time periods after June 5, 2023. Once a mutually acceptable fee has been agreed upon by FATHOM and the Customer, FATHOM shall consent to the termination of the Agreement with regards to only the private regulated utility being sold in accordance with a to be established transition schedule and such private regulated utility shall have no further obligations under this Agreement. GW, LLC affirms that all such sales of private regulated utilities to the date hereof have been disclosed to FATHOM, and based on the information provided, FATHOM agrees that Customer has satisfied all of its obligations pursuant to Section 15.3 of this Agreement with respect to all sales of private regulated utilities prior to the date hereof.

Notwithstanding any provision to the contrary, neither the termination nor expiration of this Agreement relieves either party from its obligations to pay the other any sums accrued under this Agreement.

In the event that any dispute arises between the Parties, the Parties must attempt in good faith to identify a neutral third-party acceptable to both Parties who is experienced in matters such as those provided for in this Agreement, and request that person to mediate the dispute. In the event that such mediation is not undertaken and successfully concluded within sixty (60) days after the dispute arises, the Parties to any such dispute may pursue those rights, remedies, and causes of actions provided for in this Agreement.

Any notice provided for or permitted under this Agreement will be treated as having been given when (a) delivered personally, (b) sent by confirmed fax, (c) sent by commercial overnight courier with written verification of receipt, or (d) mailed postage prepaid by certified or registered mail, return receipt requested, to the party to be notified, at the address set forth below, or at such other place of which the other party has been notified in accordance with the provisions of this Section 18.1.

Survival. The Parties agree that the terms of Sections 7 (Proprietary and Intellectual Property Rights), 10 (Patent and Copyright Indemnity; Confidential Information Indemnity), 11 (Indemnification) and 12 (Limitation of Liability) will survive the expiration or termination of this Agreement.

Severability. If any provision of this Agreement is declared void or unenforceable (or is construed as requiring any Party to do any act in violation of any constitutional provision, law, regulation, rule or municipal code or ordinance), in whole or in part, such provision shall be deemed severed from this Agreement and this Agreement shall otherwise remain in full force and effect; provided, however, that this Agreement shall retroactively be deemed reformed to the extent reasonably possible in such a manner so that the reformed Agreement provides essentially the same rights and benefits (economic and otherwise) to the Parties as if such severance and reformation were not required. The Parties further agree, in such circumstances, to do all acts and to execute all amendments, instruments, and consents necessary to accomplish and to give effect to the purposes of this Agreement, as reformed.

Attorneys’ Fees. The prevailing party in any litigation in connection with this Agreement may recover its attorneys’ fees and costs from the losing party.

No Third Party Beneficiaries. No person or entity shall be a third party beneficiary to this Agreement.

Recitals. All of the recitals set forth above are incorporated into and made an integral part of this Agreement for all purposes by this reference.

Integration. This Agreement, including all exhibits, constitutes the entire agreement between the Parties with respect to, and supersedes any prior agreement, understanding, negotiation or representation regarding, the subject matter of this Agreement. There are no representations, warranties, understandings or agreements other than those expressly set forth in this Agreement. The Parties expressly acknowledge and agree that any discussion outlines utilized during the course of negotiations do not constitute binding agreements of the Parties and must not be utilized to interpret or construe any provision of this Agreement.

Further Assurances. Each Party agrees to perform such further acts and to execute and deliver such additional agreements, documents, acknowledgments, and instruments as any other Party may reasonably require consummating, evidencing, confirming, or carrying out the transactions contemplated by this Agreement.

Relationship of Parties. No partnership, joint venture or other business relationship is established among the Parties to this Agreement. Except as expressly provided in this Agreement, no Party shall be liable for any acts, omissions or negligence on the part of any other Party or such other Party's employees, agents, independent contractors, agents or successors-in-interest resulting in either personal injury, economic loss, or property damage to any individual or entity.

Limited Appointment as Agent. Client confers upon FATHOM the limited authority to act as an agent of the Client solely with regard to the receipt of Client’s customers’ payments for utility services (“Payments”). In this regard, as a limited agent of the Client, FATHOM shall be authorized to (i) utilize FATHOM’s designated lockbox to receive mailed Payments; (ii) endorse and negotiate all Payments for deposit into a bank account legally titled in FATHOM’s name; (iii) at all times hold all Payments for the use and benefit of the Client; and (iv) transfer Payments to an account designated by the Client for receipt of such Payments.

Paying Agent. As part of the Services provided by FATHOM pursuant to this Agreement, FATHOM will collect payments from Customers for subsequent remittance to Client. In order for FATHOM to do so, and notwithstanding anything in the Agreement to the contrary, Client hereby appoints FATHOM as the limited authorized payment collection agent of Client. Client acknowledges and agrees that a Customer’s obligation to pay Client will be extinguished once such payment has been received by FATHOM in its capacity as a limited authorized payment collection agent of Client.

Amendment. The terms, conditions, and representations of the Parties contained in this Agreement may not be amended, modified, or altered except in writing signed by all of the then-current Parties to the Agreement.

Force Majeure. A Party’s obligations under this Agreement may be suspended by a Party in the event of (a) an occurrence beyond the reasonable control of that Party which materially adversely affects the ability of that Party to perform its obligations hereunder or to comply with the requirements of any governmental order, permit or other approval; (b) acts of God, landslides, lightning, earthquakes, hurricanes, tornadoes, severe weather, fires, explosions, floods, acts of a public enemy, war, terrorist acts, blockades, insurrections, riots or civil disturbances; (c) labor disputes, strikes, work slowdowns or work stoppages; or (d) orders and/or judgments of any federal, state or local court, administrative agency or governmental body, or other entity, if not the result of (i) willful misconduct or negligent action of the Party relying thereon or (ii) failure to act in accordance with this Agreement; provided, however, that the contesting in good faith by such Party of any such order and/or judgment shall not constitute or be construed to constitute willful misconduct or a negligent action or inaction of such Party. All parties agree to minimize delay or damages resulting from such an event.

Governing Law. The terms of this Agreement must be construed in accordance with and governed by the laws of the State of Arizona.

Counterparts. This Agreement may be executed by signing in counterparts. The execution by all of the Parties to the Agreement by each signing a counterpart of this instrument constitutes a valid execution, and this instrument and all of its counterparts so executed must be considered for all purposes to be a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Inurement. This Agreement inures to the benefit of and is binding upon the Parties, their successors, and assigns.

Paragraph Headings. The paragraph headings are for convenience only, are not part of this Agreement, do not to limit or alter any provision, and are not relevant in construing this Agreement.

Removal of VALENCIA WATER COMPANY, LLC. VALENCIA WATER COMPANY, LLC, an Arizona limited liability company, hereby consents to be, and hereby is, removed as a party to the Agreement and all references, terms, obligations, rights and other provisions of the Agreement pertaining to VALENCIA WATER COMPANY, LLC and the participation by VALENCIA WATER COMPANY, LLC in the Agreement is hereby terminated as of July 14, 2015.

Removal of WILLOW VALLEY WATER CO., LLC. WILLOW VALLEY WATER CO., LLC, an Arizona limited liability company, hereby consents to be, and hereby is, removed as a party to the Agreement and all references, terms, obligations, rights and other provisions of the Agreement pertaining to WILLOW VALLEY WATER CO., LLC and the participation by WILLOW VALLEY WATER CO., LLC in the Agreement is hereby terminated as of March 23, 2015.

Removal of CP WATER COMPANY, LLC. CP WATER COMPANY, LLC, an Arizona limited liability company, hereby consents to be, and hereby is, removed as a party to the Agreement.

Addition of RED ROCK, LLC. RED ROCK, LLC, an Arizona limited liability company, hereby consents to be, and hereby is, added as a party to the Agreement and subject to all references, terms, obligations, rights and other provisions of the Agreement as of the Effective Date.

Addition of EAGLETAIL WATER COMPANY, L.C. EAGLETAIL WATER COMPANY, L.C., an Arizona limited liability company, hereby consents to be, and hereby is, added as a party to the Agreement and subject to all references, terms, obligations, rights and other provisions of the Agreement as of the Effective Date.

Red Rock Outsourcing Agreement. The parties acknowledge that the certain Outsourcing Agreement entered into by FATHOM and Global Water – Red Rock Utilities, LLC (f/k/a/ Red Rock Utilities, LLC) on May 13, 2009 expired in accordance with its terms effective on May 13, 2019 and has terminated and that as of the Effective Date, Red Rock, LLC will be billed at the rates outlined in Exhibit A.

User log-in configuration changes are requested by Customer by creating a System Access Request (SAR) in the Customer help desk portal.

Unknown transmitters

During each Quarterly Business Review, the Client Success Manager assigned to Global Water Resources, Inc. will conduct quarterly business reviews of AMI system traffic and performance metrics. This will include all verification reports on FATHOM performance guarantees

FATHOM is responsible for initiating a field investigation to repair or replace collectors as necessary based on the monitoring services provided. FATHOM shall then facilitate the warranty transaction between Manufacturer and Customer based on the outcome of the FATHOM’s findings in the field investigation.

Data Collector repair and/or replacement to ensure network operation in accordance with equipment warranties.

Shipping costs related to warranty repairs or replacements shipped to the Manufacturer will remain the responsibility of the Customer.

Shipping costs related to warranty repairs or replacements returned to the Customer will remain the responsibility of the Manufacturer.

Customer will contact FATHOM to notify us of their intention to send back applicable units under warranty (data collectors will be handled by FATHOM).

Customer is granted access to directly use the customer information system solution in accordance with Section 2.0 Access of the Agreement. Customer’s access and use of the CIS is not supported by FATHOM. Customer may request support for an additional fee. Such Access is integral to Customer’s service and is provided to support regional customer service, counter service, account management, service order management, and other functions. Reporting functions including but is not limited to:

The ability to create service work orders,

Use and maintain the backflow protection database (for clarity, back flow protection management is not a service or function provided by FATHOM in this Scope of Services but FATHOM agrees to allow Customer to use CIS to track backflow documentation).

[SOS #24] Web-responsive customer portal for Customer's customers with access to the following:

Account Information

Customized Monthly Reporting Package to be delivered by 9:00 AM on the third business day of each month and in no circumstance later than the end of the fifth day of the month, except as noted below.

Year End Audit support

Ad hoc (one-time) reports

Custom reports

[SOS #12] Electronic “help-desk” ticketing system.

[SOS #19] Access to electronic file-sharing site (SFTP, drop box, or similar) for read files and reporting

Monthly reporting packages are currently uploaded by FATHOM to the electronic file-sharing site, where Customers can view and export if needed.

Customer will upload completed meter read files to be retrieved by FATHOM’s Revenue Management department for use in cycle billing.

User log-in configuration changes are requested by Customer by creating a System Access Request (SAR) in the Customer help desk portal.

Monthly reads loaded into the billing system for billing

Paperless Billing

Pay by phone

Pay by mail

Pay by credit or debit card

Pay locally

Pay by electronic check

Pay by ACH

[SOS #9] Late fees

[SOS # 17] Other fees

[SOS #17] After hours customer callbacks

[SOS #16] Bankruptcies

[SOS #16] Payment arrangements

[SOS #20] Unapplied Payments

Report an emergency

Access general information

Access account information

Make payments

Provide balances & payment history

Monthly Asset Management System (AMS) Analytics

User log-in configuration changes are requested by Customer by creating a System Access Request (SAR) in the Customer help desk portal.

Ability to select various base maps, including basic mapping, aerial photography, and topographic

Access to source documents (as-built drawings, agreements, easements, deed, etc.) via an integrated link

Ability to select attribute layers

Ability to print selected layers and mapping

Ability to export data from attribute tables

Ability to query

Fathom shall maintain and update all data contained within the main layers listed below.  Updates shall be performed at Customer’s request with in the timeframes listed below or within the a mutually agreed upon timeframe.

Uptime. Uptime is defined as the amount of time during a calendar month that FATHOM is not experiencing Downtime. During the Term, FATHOM will use commercially reasonable efforts to provide a Monthly Uptime Percentage of at least 99.7% (the “Service Level Objective” or “SLO”).

Downtime. Downtime is defined as loss of external connectivity and/or access for all running FATHOM modules combined with Customer’s inability to connect to their FATHOM sites. FATHOM sites that are down for a period of five consecutive minutes or more, will immediately be counted towards Downtime. Intermittent downtime for a period of less than five minutes will not be counted towards Downtime.

Exclusions. The following events are not included in Downtime:

Scheduled FATHOM Maintenance Windows. Includes upgrades or repairs to shared infrastructure, such as core routing or switching infrastructure that FATHOM scheduled at least 72 hours in advance and that occurs during off peak hours in the time zone where the data center is located.

Scheduled Customer Maintenance. Includes maintenance of Customer’s configuration that Customer requests and that FATHOM schedules with Customer in advance (either on a case by case basis, or based on standing instructions), such as hardware or software upgrades.

Emergency Maintenance. Includes critical unforeseen maintenance needed for the security or performance of your configuration or the FATHOM network.

Extraordinary Events. Includes downtime or outages resulting from denial of service attacks, virus attacks, hacking attempts, or any other circumstances that are not within our control.

Remedy. If FATHOM does not meet the SLO stated, Customer will be eligible to receive a Service Credit as described below. This SLA states the sole and exclusive remedy for any failure by FATHOM to meet the SLO.

Types of Support. Support for Customer will be provided by the FATHOM Technical Support Help Desk which utilizes a collaboration support model (non-tiered) which provides the agents the ability to resolve any issues in the most efficient way possible.

The Support Desk can be reached through the FATHOM Support website, via email or by phone depending on the requestor’s preference.

The Support Desk is staffed by live agents from 7 AM to 9 PM Eastern (4 AM to 6 PM Pacific).

Customer will be able to submit tickets 24 hours a day if needed and will be addressed during business hours the following day.

Response Times. FATHOM will respond to Customer request for support via support ticket, telephone call, or both depending upon the severity of the situation and consistent with any procedures we have established with Customer for the Customer’s account. FATHOM will respond to your support requests made via ticket or telephone within the following time frames during normal business hours:

Remedy. If FATHOM does not meet the Response Time guarantees stated, Customer will be eligible to receive a Service Credit as described below. This SLA states the sole and exclusive remedy for any failure by FATHOM to meet the Response Time guaranties.

Software Service Level Objective. If FATHOM does not meet the SLO, by module for meter data/analytic tools, customer portal, and/or AMS, Customer will be eligible to receive the Service Credit described below.

Support. If FATHOM does not meet the Response Time guarantees stated above, the Customer will be eligible to receive a Service Credit of the equivalent monthly recurring fee per event for the affected software module, as described below.

Cumulative Dollar Amount. Notwithstanding anything to the contrary, the maximum total credit for any calendar month, including all guaranties, shall not exceed 50% of Customer’s equivalent monthly recurring fee for the affected configuration for any given month. Credits that would be available but for this limitation will not be carried forward to future months.

Application of Service Credit. The service credit may be applied towards additional services (not recurring fees) procured from FATHOM by Customer.

Customer Breach of Agreement. Customer is not eligible to receive a Service Credit if Customer is in breach of the Agreement (including payment obligations to FATHOM) at the time of the occurrence of the event giving rise to the Service Credit until the breach has been cured. In addition, Customer is not eligible to receive a Service Credit if the event giving rise to the credit would not have occurred but for Customer’s breach of the Agreement.

Customer must request a Service Credit in writing either via a support ticket or by postal mail no later than seven (7) days following the occurrence of the event giving rise to the Service Credit.

FATHOM will contact Customer within 30 days to approve or reject the claim or to request more information.