Common use of Deferred Amounts Clause in Contracts

Deferred Amounts. The parties have mutually agreed to defer payment of certain Consulting Services Fees payable under this Agreement (“Deferred Amounts”). The amounts and schedule for repayment of such Deferred Amounts are set forth in the table below and the table in Section 5.3 that follows, respectively. If this Agreement is terminated for any reason prior to the final payment of Deferred Amounts under the Invoicing Schedule in Section 5.3 below, the parties acknowledge that CGI will not have been fully compensated for Consulting Services for implementation performed by CGI under the Agreement and therefore agree that the Deferred Amounts that remain unpaid as of the termination date (“Unpaid Deferred Amounts”) will become due in full and payable by the Client in accordance with the schedule in Section 5.4 below (the “Services Repayment Schedule”) which also includes Early Termination Fees. All amounts set forth in the Services Repayment Schedule will be paid by the Client within thirty (30) days of the effective date of termination. All parties recognize that the continuation of this Agreement after the close of any fiscal year of Client, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget. Client does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty shall accrue to Client in the event this provision shall be exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the parties based on items delivered, Services provided, monies paid and monies due. The Client will provide immediate notice to CGI upon learning that funding necessary to meet the Client’s payment obligations under the Invoicing Schedule becomes or is likely to become unavailable. Upon such notice, CGI may, in its sole discretion, either 1) cease performance of all or part of those Services for which funding will not be available, in which case the reduction of Services will be codified in a Change Order, or, 2) upon fifteen (15) days’ advance written notice to the Client, terminate this Agreement, in whole or in part. In the event of a partial termination by CGI, Client will be obligated to pay CGI for all Services performed through the termination date and to pay all Unpaid Deferred Amounts. If CGI does not terminate the Agreement, the Client may elect to terminate the Services to the extent that it is unable to meet its payment obligations under the Agreement due to non- appropriation by the legislature. In no event, however may the Client terminate the Agreement in whole or in part due to any other unavailability of funds (such as reallocation of funds) or for its convenience. The Client will use best efforts to obtain appropriation for all amounts due hereunder. The Client’s obligation to pay all Deferred Amounts under this Section 5.2 and other amounts due under the Agreement survives termination or expiration of this Agreement by either party. Notwithstanding anything to the contrary in this Agreement, the Client is not excused from its payment obligations, including those in this section, due a Force Majeure event. For clarity, as it relates to Consulting Services specifically, Client’s payment obligations for any Consulting Services Fees will be tied to Consulting Services actually provided during a Force Majeure event. The table below specifies the Deferred Amounts for Implementation Consulting Services and Fees for Fixed Capacity Consulting Services. Fiscal Year Period Deferred Amounts for Implementation Services Fixed Capacity Consulting Services Fee Total Consulting Services Fee FY21 6/1/2021 - 6/30/2021 FY22 7/1/2021 - 6/30/2022 $1,367,675 $1,367,675 FY23 7/1/2022 - 6/30/2023 $613,640 $613,640 FY24 7/1/2023 - 6/30/2024 $613,640 $190,000 $803,640 FY25 7/1/2024 - 6/30/2025 $613,640 $190,000 $803,640 FY26 7/1/2025 - 6/30/2026 $190,000 $190,000 FY27 7/1/2026 - 6/30/2027 $190,000 $190,000 FY28 7/1/2027 - 6/30/2028 $190,000 $190,000 FY29 7/1/2028 - 6/30/2029 $190,000 $190,000 FY30 7/1/2029 - 6/30/2030 $190,000 $190,000 FY31 7/1/2030 - 6/30/2031 $190,000 $190,000

Deferred Amounts. The parties have mutually agreed Notwithstanding anything herein to defer payment of certain Consulting Services Fees payable the contrary, any and all payments owed by Client under this Agreement and in connection with Work Orders Nos. 1 and 2 (as amended), or in connection with the termination of this Agreement, up to an aggregate amount of $30 million (exclusive of any accrued interest as provided in clause (ii) below) (collectively, “Deferred Amounts”). The amounts , may be withheld by Client through the closing of the Acquisition and schedule for repayment of such shall be paid on a deferred basis and due to Capgemini as follows: (i) Commencing March 31, 2009, all Deferred Amounts are set forth owed and unpaid by FairPoint shall be paid by FairPoint and due to Capgemini in equal quarterly installments commencing with the table below first payment on March 31, 2009 (the “First Deferred Payment Date”) and ending with a final payment on December 31, 2011; provided, however, that if the aggregate amount owed and unpaid by FairPoint on March 31, 2008 shall exceed $30 million, then such excess beyond $30 million shall be paid by FairPoint and due to Capgemini on or before December 31, 2008 (with interest at the rate and on the terms specified in (ii) below) and the table remaining balance of $30 million (the Deferred Amounts) shall be paid in Section 5.3 equal quarterly installments commencing on the First Deferred Payment Date and ending on December 31, 2011 (and any additional amounts owed by FairPoint after April 1, 2008 that follows, respectively. If this Agreement is terminated for any reason prior to the final payment of Deferred Amounts under the Invoicing Schedule in Section 5.3 below, the parties acknowledge that CGI will not have been fully compensated for Consulting Services for implementation performed by CGI under the Agreement and therefore agree that exceeds the Deferred Amounts that remain unpaid as ($30 million) shall be paid in accordance with Section 4(a)); (ii) Commencing April 1, 2008, Deferred Amounts outstanding from time to time shall accrue interest at an annual rate of the termination date (“Unpaid Deferred Amounts”) will become 6.25%, and such interest shall be due in full and payable by FairPoint on a monthly basis at the Client end of each calendar month beginning April 30, 2008 until such time as the Deferred Amounts have been repaid in accordance with full. For illustrative purposes only, Attachment D hereto sets forth examples of amounts deferred and payable amounts by FairPoint under certain circumstances; (iii) Provided, however, notwithstanding anything to the schedule contrary, all Deferred Amounts outstanding (and any amount in Section 5.4 below (the “Services Repayment Schedule”excess of $30 million that was outstanding on March 31, 2008) which also includes Early Termination Fees. All amounts set forth in the Services Repayment Schedule will owed by FairPoint to Capgemini shall be paid in full, with interest, by the Client within FairPoint on or before thirty (30) days after the closing of the effective date of termination. All parties recognize that Acquisition; and (iv) Further, notwithstanding the continuation of this Agreement after foregoing, FairPoint shall have the close of right, but not the obligation, to prepay any fiscal year of Client, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget. Client does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty shall accrue to Client in the event this provision shall be exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the parties based on items delivered, Services provided, monies paid and monies due. The Client will provide immediate notice to CGI upon learning that funding necessary to meet the Client’s payment obligations under the Invoicing Schedule becomes or is likely to become unavailable. Upon such notice, CGI may, in its sole discretion, either 1) cease performance of all or part of those Services for which funding will not be available, in which case the reduction of Services will be codified in a Change Order, or, 2) upon fifteen (15) days’ advance written notice to the Client, terminate this Agreement, in whole or in part. In the event of a partial termination by CGI, Client will be obligated to pay CGI for all Services performed through the termination date and to pay all Unpaid Deferred Amounts. If CGI does not terminate the Agreement, the Client may elect to terminate the Services to the extent that it is unable to meet its payment obligations under the Agreement due to non- appropriation by the legislature. In no eventwith interest if any, however may the Client terminate the Agreement in whole or in part due to at any other unavailability of funds (such as reallocation of funds) or for its convenience. The Client will use best efforts to obtain appropriation for all amounts due hereunder. The Client’s obligation to pay all Deferred Amounts under this Section 5.2 and other amounts due under the Agreement survives termination or expiration of this Agreement by either party. Notwithstanding anything to the contrary in this Agreement, the Client is not excused from its payment obligations, including those in this section, due a Force Majeure event. For clarity, as it relates to Consulting Services specifically, Client’s payment obligations for any Consulting Services Fees will be tied to Consulting Services actually provided during a Force Majeure event. The table below specifies the Deferred Amounts for Implementation Consulting Services and Fees for Fixed Capacity Consulting Services. Fiscal Year Period Deferred Amounts for Implementation Services Fixed Capacity Consulting Services Fee Total Consulting Services Fee FY21 6/1/2021 - 6/30/2021 FY22 7/1/2021 - 6/30/2022 $1,367,675 $1,367,675 FY23 7/1/2022 - 6/30/2023 $613,640 $613,640 FY24 7/1/2023 - 6/30/2024 $613,640 $190,000 $803,640 FY25 7/1/2024 - 6/30/2025 $613,640 $190,000 $803,640 FY26 7/1/2025 - 6/30/2026 $190,000 $190,000 FY27 7/1/2026 - 6/30/2027 $190,000 $190,000 FY28 7/1/2027 - 6/30/2028 $190,000 $190,000 FY29 7/1/2028 - 6/30/2029 $190,000 $190,000 FY30 7/1/2029 - 6/30/2030 $190,000 $190,000 FY31 7/1/2030 - 6/30/2031 $190,000 $190,000time.