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Elk River Municipal Utilities 15 SupplierCore & Main LP <br />If ERMU does not issue such notice within five days of completion of the tests, then the ISAT or <br />FSAT is automatically deemed successfully passed. If Supplier does not successfully complete <br />the ISAT or FSAT, then upon receipt of notice, Supplier shall fulfill its obligations, and the AMI <br />System will be retested within a reasonable time. <br /> <br />Notwithstanding the foregoing or anything contained herein to the contrary, in no event will <br />Supplier be liable for any delay in meeting or failure to meet the ISAT, FSAT, or any other <br />performance criteria that in any way relates to the untimely or improper installation of any <br />meters or equipment by ERMU or any other third party or any other work or service performed <br />by ERMU or a third party not under the direction or control of Supplier. The parties agree that <br />installation of meters will be performed by third parties outside the control of Supplier and <br />Supplier will not be responsible for any delays relating to installation of meters. <br /> <br />17. Right to Use AMI System Not Yet Accepted <br />At any time prior to the ISAT and FSAT, ERMU shall have the right to use the AMI System as <br />installed. Use of the AMI System prior to Final System Acceptance shall not result in any waiver <br />of any of ERMU’s rights under this Agreement and shall not be deemed acceptance of the AMI <br />System. This use of the AMI System prior to acceptance is intended to assist Supplier and <br />ERMU in evaluating the AMI System functionality in advance of the ISAT and FSAT and to <br />permit ERMU to continue business operations during deployment. <br /> <br />18. Right to Use Accepted AMI System <br />ERMU shall have the right to use the AMI System at any time the AMI System is sufficiently <br />functional to allow such use as long as it is in accordance with the manufacturer’s <br />recommendations. <br /> <br />19. AMI System Life ExpectancyIntentionally Omitted <br />Supplier represents and warrants that the Work, AMI System, and Equipment purchased from <br />Supplier shall be supported for the Life Expectancy of the AMI System. Supplier shall make <br />available spare parts for all Equipment ordered under this Agreement and corrections for any <br />software ordered for the Life Expectancy of the AMI System. In the event AMI System support <br />is terminated by Supplier during the term of the Life Expectancy, other than for a Force Majeure <br />Event, Supplier shall compensate ERMU a straight-line depreciation pro-rated amount based on <br />the initial cost of this Agreement over a 15-year straight line depreciation schedule. <br /> <br />20. Time is of the Essence <br />Time is of the essence and shall remain a material element of this Agreement, and no acts of <br />ERMU, including modifications to this Agreement or acceptance of late deliveries, shall <br />constitute waiver of this provision. SUPPLIER SHALL BE LIABLE AND SOLELY <br />RESPONSIBLE FOR ANY AND ALL CLAIMS AND DIRECT DAMAGES ERMU MAY <br />INCUR DUE TO SUPPLIER’S FAILURE TO TIMELY PERFORM THE WORK IN THIS <br />AGREEMENT. Supplier shall promptly notify ERMU in writing of any actual or potential <br />delays to the performance of this Agreement; such notice shall include a proposed revision to the <br />207