R2023-115 Resolution Authorizing Managed Support Agreement with Concentric Integration, LLC for South Water Treatment Plant SCADA System

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O 11 CONCENTRIC I N T E G R A T 1 0 N (a) Consultant may terminate this Agreement, effective on written notice to Customer, if: (i) Customer fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Consultant's delivery of written notice thereof; (ii)there have been three (3)or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured; or (iii) Customer breaches any of its obligations under Section 9.2 (License Restrictions)or Section 10(Confidentiality). (b) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party,and such breach: (i)is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (c) If the System cannot be installed and made fully operational,and either party reasonably determines that the System cannot be made to function properly,such party may terminate this Agreement upon written notice to the other party. In the event of such termination, all Fees accrued through the date of termination shall be due upon such termination. (d) Either party may terminate this Agreement,effective immediately,if the other party:(i)is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;(iii)files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject,voluntarily or involuntarily,to any proceeding under any domestic orforeign bankruptcy or insolvency Law;(iv)makes or seeks to make a general assignment for the benefit of its creditors;or(v)applies for or has appointed a receiver,trustee,custodian,or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 11.3 Effect of Termination Pursuant to Section 11.2. Upon any expiration or termination of this Agreement: (a) Consultant shall immediately cease all use of and within five (5) days deliver to Customer, or, if return is impractical, shall destroy, all documents and tangible materials containing, reflecting, incorporating or based on the Customer Materials or Customer's Confidential Information;provided,however,that Consultant may retain one archival copy of the Customer Materials and Customer's Confidential Information to the extent Consultant requires or will require such Customer Materials or Confidential Information to meet its internal recordkeeping requirements or perform any of its obligations or exercise any of its rights or licenses under any surviving provisions of this Agreement. (b) Customer shall (i) immediately cease all use of and within five(5)days deliver to Consultant,or at Consultant's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on the Consultant Materials or Consultant's other Confidential Information; and (ii) permanently erase the Consultant Materials and Consultant's other Confidential Information from its computer systems, except, in each case, to the extent that Customer requires or will require such Consultant Materials or Consultant's Confidential Information to perform any of its obligations or exercise any of its rights or licenses under any surviving provisions of this Agreement. (c) If Customer terminates this Agreement pursuant to Sections 11.2(b) or (c), Customer will be relieved of any obligation to pay any Fees hereunder for Services and Deliverables that Consultant has not provided as of the effective date of termination and Consultant will refund to Customer Fees paid in advance for such Services and Deliverables. (d) If Consultant terminates this Agreement pursuant to Sections 11.2(a), (b), or (c), Customer shall pay all previously-accrued but not yet paid Fees and Reimbursable Expenses through the effective date of termination, on receipt of Consultant's invoice therefor. (e) If Consultant terminates this Agreement, all licenses granted to Customer under this Agreement will also automatically and immediately terminate on the effective date of such termination. (f) Customer shall certify to Consultant in a notarized written instrument signed by Customer's duly authorized executive officer that it has complied with the requirements of this Section 11.3. 11.4 Surviving Provisions.The provisions set forth in the following Sections,and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any Concentric Integration,LLC I Standard Terms and Conditions v10.1 Page 9 of 14