5.2 ERMUSR 03-14-2023 - Laserfiche WebLink

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Elk River Municipal Utilities 16 SupplierCore & Main LP agreed upon schedule but shall not constitute a waiver to ERMU’s rights and remedies hereunder. Notwithstanding the foregoing or anything contained herein to the contrary, Supplier will use commercially reasonable efforts to deliver Equipment ordered within the time specified in the Agreement. Supplier reserves the right to extend those delivery times based on manufacturer lead times as impacted events beyond the control of Supplier including but not limited to the current pandemic, global shipping delays, supply chain disruptions, and the microchip shortage. In addition, Supplier will not be liable for liquidated damages or other delays caused by third parties, including but not limited to meter installers, not under the direction or control of Supplier. Availability of materials cannot be guaranteed. 21. Liquidated Damages and Remedies Liquidated damages may be assessed against Supplier according to the terms of this section. Performance Delays. ERMU shall have the right to assess liquidated damages for Supplier's delay in performing the Work as follows: (a) If the Supplier fails to complete Phase I Initial Deployment and ISAT, through no fault of ERMU or its agents or subcontractors and not due to a Force Majeure Event, within twelve (12) months from Agreement executionthe date Supplier receives all materials required for Phase I Initial Deployment, the Supplier shall be assessed liquidated damages of three thousand dollars ($3,000) plus five hundred dollars ($500) per each calendar day the Supplier is late in completing performance until such time as Phase I Initial Deployment and ISAT is completed or ERMU elects to terminate this Agreement, but not to exceed Forty EightTwenty-five Thousand Five Hundred Dollars ($48,025,500.00). (b) If the Supplier fails to complete Phase II Full Deployment and FSATDelivery, through no fault of ERMU and not due to a Force Majeure Event, within twenty-four (24thirty-six (36) months from Initial System Acceptance, the Supplier shall be assessed liquidated damages of three thousand dollars ($3,000) plus five hundred dollars ($500) per each calendar day the Supplier is late in completing performance until such time as Phase II Full Deployment and FSATDelivery is completed or ERMU elects to terminate this Agreement, not to exceed Forty EightTwenty-five Thousand Five Hundred Dollars ($48,025,500.00). Process of Applying Liquidated Damages. Any assessment of liquidated damages may be deducted from the next payment(s) due the Seller or Seller shall promptly pay liquidated damages to ERMU in the event liquidated damages exceed the remaining amount otherwise due Seller. The Parties acknowledge that the amount of liquidated damages is not a penalty, but rather is a reasonable estimate of the actual damages ERMU may sustain as a result of delay or failure to meet the requirements of this Agreement and that such damages are difficult to ascertain. Notwithstanding the foregoing or anything contained herein to the contrary, Supplier will not be liable for damages or delay, including but not limited to liquidated damages, for delay in completing or failure to complete Phase I or Phase II; for failure achieve ISAT, FSAT, or for any 208