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

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01*41 I1 CONCENTRIC INTEGRATION expiration or termination of this Agreement:Section 8,Section 9.1, Section 9.2,Section 9.3,Section 10,Section 11.3,this Section 11.4,Section 12,Section 13,Section 14,Section 15,and Section 16. 11.5 Dispute Resolution. Any dispute arising out of or relating to this Agreement, including the alleged breach, termination,validity, interpretation and performance thereof("Dispute")shall be resolved with the following procedures: (a) Negotiation. Upon written notice of any Dispute,the parties shall attempt to resolve it promptly by negotiation between executives who have authority to settle the Dispute and this process should be completed within thirty (30) calendar days(the "Negotiation"). (b) Mediation. if the dispute has not been resolved by negotiation On accordanee with SeGtien 11.5(a), then the partiesshall preeeed to mediation unless the parties atthe time of the dispute agree to a differenttimeframe.A"NotiGe of Medmation" shall be served, signifyiRg that the Negotiation was not suceessful and to eornmence the mediatieR PrOGess.The parties shall agree on a mediator; however, if they cannot agree within fourteen (14) ealendar days then Customer and Consultant shall eaE)h select a mediator and such mediaters shall together unanimously se!eGt a neutral mediator who shall conduet the mediation. The medmatwon session shall be held within fertyfive (45) days of the retentmen ef the mediator,and last for at least ene (1)full mediation day, before any party has the option to withdraw from the process. The parties may agree tO Gentinue the mediation process beyond one (1) day, until there settlement agreement, or-the mediator states that there i's no reasen to continue because ef an impasse that Ganno be everGerne and sends a "notice of termination of Fnedmatmon." All reasonable efforts will be made to eemplete the med'at"on within thirty(30) days of the first mediation S---.-- During the eourse of the mediation, no party can assert the failure to fully eemply with Section 44.5(a)as a reason not to proeeed or to delay the mediation.The service of the Notiee ef Mediation shall stay the FunRing ef any applicable statute of limitations regarding the Dispute until thirty(30)days after the parties agree that the mediation is G9nGluded or the mediator issues a Notice of impasse. EaGh side shall bear an equal share of the mediation cests unless the Artie agree otherwise. All communications, both written and oral, during the parties' efforts under Sections 11.5(a) and 11.5(b) are confidential and shall be treated as settlement negotiations for purposes of applicable rules of evidence; however, documents generated in the ordinary course of business prior to the Dispute, that would otherwise be discoverable, do not become confidential simply because they are used in the Negotiation and/or Mediaprocess.The PrIDGess shall be GE)FIfidential based en terms aGGeptable te the mediater and/or mediation—vice pevider. 12. Representations and Warranties. 12.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that: (a) it is a duly organized, validly existing,and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into, and to perform its obligations and grant the rights and licenses it grants or is required to grant under,this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its provisions. 12.2 Additional Consultant Representations and Warranties; Limited Remedy. (a) Consultant represents and warrants to Customer that Consultant will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement. Concentric Integration,LLC I Standard Terms and Conditions v10.1 Page 10 of 14