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Elk River Municipal Utilities 3 SupplierCore & Main LP <br />AMI System Master Agreement <br />This AMI System Master Agreement (“Agreement”) is effective December 31st, 2022 <br />(“Effective Date”) by and between Elk River Municipal Utilities, a Minnesota municipal <br />corporation, (“ERMU”) whose principal office is located at 13069 Orono Parkway Elk River, <br />MN 55330, and Core & Main LP, whose principal office is located at 1830 Craig Park Court, St. <br />Louis, MO 63146 (“Supplier”) (individually referred to as “Party” or collectively as “Parties”). <br /> <br />1. Recitals <br />1.1. ERMU is a municipal corporation that serves about 13,600 electric and about 5,500 water <br />accounts within a service territory covering approximately 50 square miles. <br />1.2. Supplier is a Florida limited partnership engaged in the sale, installation, and support of <br />the SENSUS FlexNet® Advanced Metering Infrastructure (hereinafter referred to as “AMI <br />System”); and <br /> <br />1.3. ERMU desires to purchase from Supplier, and Supplier desires to provide to ERMU, the <br />AMI System and associated maintenance services for the AMI System according to this <br />Agreement. <br />For and in consideration of the foregoing recitals and the mutual promises, terms, conditions, and <br />warranties set forth herein, ERMU and Supplier hereby agree as follows: <br />2. Definitions <br />The following terms, when capitalized in this Agreement, shall mean as follows: <br />“Agreement” means this AMI System Master Agreement by and between ERMU and Supplier, <br />including all documents and exhibits attached hereto and incorporated herein by reference. <br /> <br />“Active Meters” means an installed Sensus FlexNet meter (with a SmartPoint Module installed) <br />or a Sensus SmartPoint Module which has been installed on a third party meter, and which, in <br />either case, is not an Unavailable Meter (or on an Unavailable Meter in the case of SmartPoint <br />Modules on third party meters) and which satisfies all of the following criteria: (i) it functions <br />properly, is powered and is not a damaged or failed meter; (ii) it is in a deployment area of <br />meters for Customer such that a sufficient number of two-way meters are in range of each other; <br />(iii) it is serviced by RF Field Equipment that has not been subjected to a power failure greater <br />than eight (8) total hours; (iv) neither it nor the RF Field Equipment that serves that meter has <br />been affected by a Force Majeure event; (v) jamming of the radio spectrum is not preventing or <br />interfering with radio communication to or from the meter; (vi) it is installed in the Service <br />Territory; (vii) it has not been reported to Customer under Sensus' or Customer’s preventative <br />maintenance; (viii) its functioning or performance has not been adversely affected by a failure of <br />Customer to perform its obligations or tasks for which it is responsible under this Agreement, <br />including, but not limited to, testing and confirming that the socket to which the meter will be/is <br />connected is in safe operating condition, is fully functional, is not corroded, does not contain <br />improperly installed jaws or other deficiencies, complies with ANSI standards, and is not hot, <br />damaged, or otherwise in need of maintenance or repair; (ix) its functioning or performance has <br />not been adversely affected by a failure or insufficiency of the back haul telecommunications <br />network of Customer for communications among the components of the Sensus FlexNet System; <br />195