2.5a ERMUSR 06-13-2023 - Laserfiche WebLink

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DocuSign Envelope ID: 58FE3CF5-7330-4F18-9C60-B177A84C616D In the event ERMU disputes or contests all or part of any invoice, ERMU reserves the right to request a replacement invoice stating only the undisputed amount, pay any undisputed amount, and withhold payment of any disputed amount. Such replacement invoice and the payment thereof shall not constitute a waiver of any claims or defenses by either Party. No payment shall be due to Distributor while Distributor is in default of any material provision in this Agreement. ERMU may withhold from Distributor the amount of (i) any defective workmanship, materials, and Equipment, or (ii) any claim by a third party against either Distributor or ERMU arising from the scope of this Agreement. Retainage ERMU shall withhold retainage during Phases I and II of five percent (5%) of the total value of the Work in each invoice. ERMU shall pay Distributor the withheld percentage for Phase I upon the successful completion of the ISAT and the withheld percentage for Phase II upon the successful completion of the FSAT as defined in Table 1 of Section 6. Taxes Distributor shall pay any tax, fee, or charge imposed by any governmental authority with respect to the transactions under this Agreement and include such tax, fee, or charge for payment on the applicable invoices submitted to ERMU. 8. Equipment Forecasts Within thirty (30) days after the Effective Date of this Agreement, ERMU shall provide Distributor a written forecast of total anticipated Equipment needs by month for the AMI System deployment; ERMU shall revise and resubmit such forecast as necessary throughout deployment. Failure to provide an accurate forecast, within reason, may negate the stated Equipment lead times and may adversely impact delivery of the Equipment to ERMU. 9. Purchase Orders Purchase Orders ERMU shall authorize Equipment purchases by issuing written purchase orders to Distributor by electronic mail. The Distributor shall be deemed to have accepted a purchase order if the Distributor delivers the Equipment that the ERMU ordered. Order Lead Times ERMU's desired shipment dates shall take into account current lead times at the time of the purchase order. Lead times will be provided to ERMU by a Distributor representative and are defined as the cycle time from acknowledgement of the purchase order to fulfillment of the purchase order. Cancelling or Modifying a Purchase Order ERMU may, without penalty, cancel or reduce a purchase order by written notice to Distributor no later than sixty (60) days prior to scheduled delivery of the Equipment ordered on the purchase order. If ERMU cancels or materially modifies a purchase order within sixty (60) days Elk River Municipal Utilities Core & Main LP