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Elk River Municipal Utilities 7 SupplierCore & Main LP
<br />This Agreement has been negotiated and prepared by ERMU and Supplier and the Parties’
<br />respective attorneys and, should any provision of this Agreement require judicial interpretation,
<br />the court interpreting or construing such provision shall not construe the Agreement more strictly
<br />against either Party.
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<br />Unless otherwise expressly provided, use of the words “include” or “including” or similar words
<br />shall be interpreted as “including but not limited to” or “including, without limitation, regardless
<br />of whether “without limitation” or a similar phrase is included in the applicable provision.
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<br />4. Scope of this Agreement
<br />Supplier shall deliver an AMI System to ERMU according to the terms of this Agreement. This
<br />Agreement between ERMU and Supplier is comprised of (i) this Agreement, (ii) the appendices
<br />listed in the table of contents of this Agreement, which are incorporated herein by reference, (iii)
<br />any amendments agreed to by the Parties subsequent to the Effective Date of this Agreement,
<br />and (iv) all instruments and documents issued or delivered pursuant to this Agreement, including
<br />Supplier’s proposal submitted in response to ERMU’s RFP any and all purchase orders, purchase
<br />order acceptance, purchase order acknowledgements, change orders, invoices, and other
<br />instruments, which are incorporated herein by reference irrespective of whether any such
<br />document expressly references this Agreement. In the event of a conflict between the terms of
<br />any appendix, purchase orders, purchase order acceptance, purchase order acknowledgements,
<br />change orders, invoices, or other instruments and the terms of this Agreement, the terms of
<br />Supplier’s proposal followed by amendments to this agreement, this Agreement, Supplier’s
<br />proposal, the appendices to this agreement, and any other instruments and documents issued or
<br />delivered pursuant to this Agreement shall control. In the event of a conflict between the terms of
<br />an amendment, and the terms of this Agreement, and the terms of Supplier’s proposal, the terms
<br />of the amendment later enacted document shall control.
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<br />This Agreement incorporates, herein by reference, the terms and conditions of the following
<br />documents. If there is a conflict among the documents, their terms and conditions shall prevail
<br />in the following order:
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<br /> Change Orders
<br /> AMI Master Services Agreement
<br /> Attachments in the order represented in this Master Services Agreement
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<br />Any terms and conditions contained in a purchase order, purchase order acceptance, purchase
<br />order acknowledgement, change order, invoice, or other instrument now or hereafter delivered
<br />by a Party pursuant to this Agreement other than quantities, service description, and other
<br />required details and shipping instructions, will not apply, and each Party hereby waives and
<br />rejects all such terms and conditions. Amendments addressing terms and conditions may only be
<br />made in accordance with this Section 4 and Section 10.
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<br />In the event of an ambiguity in the Specifications, drawings, or other requirements of this
<br />Agreement, Supplier must, before proceeding, consult ERMU, whose written interpretation shall
<br />be final.
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