Beacon AMA Managed Solution Master Agreement - Badger Meter - Meter Reading Software for Water Works

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BADGER METER I II B ACONA. A MANAGED SOL 77ON �� 4;,V Badger Meter MASTER AGREEMENT �`q time after termination, at Badger Meter's discretion, Badger Meter will scrub the personally identifiable information from the Customer Data. Customer must immediately return, or at Badger Meter's option, destroy all Documentation provided to Customer by Badger Meter. Customer will remain liable for any Service Fees incurred prior to termination. (e) Post - Termination Assistance. At either the expiration of the Term without renewal, the termination by Customer due to non -allocation of funds, or upon a default by Customer and subsequent termination, Badger Meter will provide post -termination data retrieval assistance to Customer for an additional fee, which shall be invoiced at the rate of $200/hour, with the number of hours required determined by the amount of data Customer wishes to extract from the Service. Any additional post -termination assistance from Badger Meter is subject to mutual agreement by the parties. (f) Reinstatement Fee. If Customer desires to reinstate access to the Portal and Service after termination, a reinstatement fee of $7.50 per endpoint reinstated will apply. (g) Future Non -Allocation of Funds. The terms of this Agreement are contingent upon sufficient appropriations and authorizations being made by the Customer for the performance of this Agreement. If sufficient appropriations and authorizations are not made by the Customer, this Agreement shall terminate upon written notice being given by the Customer to Badger Meter. The Customer's decision as to whether sufficient appropriations are available shall be accepted by Badger Meter and shall be final. (17) SUSPENSION OF SERVICES. (a) Nonpayment. Badger Meter may suspend the Service and access to the Portal and shall not be obligated to provide access to the Portal and Service to Customer, its Authorized Users or Authorized Consumers until all outstanding invoices for the Service have been paid in full, including any fees associated with suspension of the Service. (b) Network Protection. Customer acknowledges that Badger Meter (and any of its Suppliers) may restrict, or suspend all or a portion of the Service or limit the Service as may be reasonably necessary to prevent or limit suspected fraud or any problem that materially and adversely affects the performance of the Service and/or is likely to do substantial damage to Badger Meter, Badger Meter's customers or Suppliers. Some of these actions may interrupt or prevent legitimate communications and usage. Such situations may arise: (a) if a device deployed on the Service is materially out of compliance with the technical requirements; (b) in case of actual or suspected fraudulent use; or (c) in case of disruptive or damaging operation. (c) Notification. In the event that Badger Meter or one of its Suppliers restricts, suspends or cancels any portion of the Service or limits the operation of the Service, Badger Meter shall use 02019 Badger Meter, Inc. Confidential and Proprietary to the extent permitted by law Page 12 of 32