5.2 ERMUSR 03-14-2023 - Laserfiche WebLink

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Elk River Municipal Utilities 19 SupplierCore & Main LP For any Equipment under warranty that does not comply with the warranties herein, Supplier shall pursue on behalf of ERMU in processing warranty claims with the manufacturer. If Meters are purchased directly from a third party by ERMU, those Meters would be exempt from this provision. The decision whether to repair or replace will be made with the concurrence of ERMU and the repair or replacement will be scheduled consistent with ERMU’s operating requirements so as to minimize loss of production or use of the Equipment or of any infrastructure of which the Equipment is a part. Repaired or replaced Equipment must be made from new parts. The manufacturer’s original or new warranty will apply to any repaired or replaced Equipment. 24. Licenses Supplier shall make available to ERMU all necessary licenses (i.e., software and others as may apply) for the AMI System and the Work upon payment by ERMU of necessary licensing fees. These licenses shall set out rights granted by the manufacturer under the applicable license agreement, and will be subject to payment by ERMU of applicable license fees. 25. Independent Contractor The relationship between ERMU and Supplier shall be that of contracting party to independent contractor. Accordingly, subject to the specific terms of this Agreement, neither Party shall have any general right to prescribe the means by which the other Party shall meet its obligations under this Agreement. This Agreement is not intended to create nor shall it be construed to create any partnership, joint venture, employment or agency relationship between Supplier and ERMU, nor shall either Party have any right, power, or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party. No Party shall be liable for the payment or performance of any debts, obligations, taxes, or liabilities of the other Party, unless expressly assumed in writing herein or otherwise. Each Party retains full control over the employment, direction, compensation and discharge of its employees, and will be solely responsible for all compensation of such employees, including social security, withholding and worker’s compensation responsibilities. 26. Subcontractors With ERMU’s prior approval, Supplier may retain qualified consultants and subcontractors to carry out the Work. There shall be no relationship, fiduciary, contractual, or otherwise, between Supplier’s consultants, subcontractors, affiliates, employees, agents, and representatives and any employee, director, or agent of ERMU. Supplier shall be fully responsible to ERMU for all acts and omissions of its consultants, subcontractors, affiliates, employees, agents, and representatives just as Supplier is responsible for Supplier’s own acts and omissions. Supplier shall not employ any consultant or subcontractor over ERMU’s reasonable objection. Supplier shall discharge and immediately remove from the project any consultant or subcontractor that has or is acting in an unsafe manner or otherwise not complying with the requirements of this Agreement. All Work performed for Supplier by a consultant or subcontractor will be pursuant to a written agreement between the Supplier and the consultant or subcontractor. Such agreement shall 211