2.4. ERMUSR 09-08-2015 - Laserfiche WebLink

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Municipal acquires from the Cooperative under this Agreement shall be acquired on an AS IS basis and without warranty or representation relating to their condition, design, or compliance with the NESC (National Electrical Safety Code). The Municipal shall indemnify and hold the Cooperative harmless against all claims for loss, injury, or damages of any kind, including reasonable attorneys' fees, that may arise from the condition, maintenance, or operation of the transferred facilities, including any abandoned cable. 2.2 Integration Expenses. If the Municipal acquires Cooperative electric distribution facilities under Section 2.1, the Municipal shall pay the Cooperative for reasonable, identifiable, actual expenses of facilities to integrate the Cooperative's pre- existing distribution facilities into the Cooperative's remaining distribution system, considering system reliability and continuity. 2.2.1 The Parties have jointly prepared an integration study that analyzes the major tie-lines to be added as a result of the transfer of the Affected Areas ("Integration Study"), attached as Exhibit B. The Parties acknowledge and agree that the Integration Study will serve as the framework for integration expenses under the Agreement, although the Parties recognize that the Integration Study may need to be updated if conditions materially change. The Parties contemplate that integration expenses include field inventories, final meter readings, PCB transformer testing, and other incidental labor and materials to complete the transfer, to the extent that such costs have not been covered as part of the Integration Study, and to the extent they reflect reasonable and actual costs incurred consistent with the terms of this Agreement. The Parties shall follow the payment process in Section 2.7. 4 53