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3/17 Draft: For presentation to Board <br /> Municipal acquires from the Cooperative under this Agreement shall be acquired on an <br /> AS IS basis and without warranty or representation relating to their condition, design, or <br /> compliance with the NESC (National Electrical Safety Code). The Municipal shall <br /> indemnify and hold the Cooperative harmless against all claims for loss, injury, or <br /> damages of any kind, including reasonable attorneys'/,,,,;;;7s, that may arise from the <br /> condition, maintenance, or operation of the tkOljt.rred facilities, including any <br /> abandoned cable. %!y <br /> 2.2 Integration Expenses. If thye;Municipal acqui Cooperative electric <br /> distribution facilities under Section 2.1, the%Municipal shall pay ooperative for <br /> reasonable, identifiable, actual exp uses of facilities to integrate the Cooperative's pre- <br /> existing distribution facilities into the Cooperative's remaining distribution system, <br /> considering system relic btlitt nd continuity. <br /> 2.2.1 The Parties have-",4pintly prepated an integration study that analyzes the <br /> major tie-lines to be adcte l s3C'result of the transfer of the Affected Areas ("Integration <br /> Study");attached as'Exhibit B '{The Parties acknowledge and agree that the Integration <br /> Study will serve as the framework for integration expenses under the Agreement, <br /> although the Parties recognize that the Integration Study may need to be updated if <br /> ,s. <br /> conditions materially Olen*: The Parties contemplate that integration expenses <br /> include field inventories, final meter readings, PCB transformer testing, and other <br /> incidental labor and materials to complete the transfer, to the extent that such costs <br /> have not been covered as part of the Integration Study, and to the extent they reflect <br /> reasonable and actual costs incurred consistent with the terms of this Agreement. The <br /> Parties shall follow the payment process in Section 2.7. <br /> 4 <br />