2.5a ERMUSR 06-13-2023 - Laserfiche WebLink

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DocuSign Envelope ID: 58FE3CF5-7330-4F18-9C60-B177A84C616D Delivery or thirty-six (36) months from the start of Phase II Full Delivery, whichever is shorter unless the FSAT needs to be extended due to Distributor side delays or a Force Majeure Event. Final System Acceptance shall occur on the date ERMU indicates in writing its acceptance of satisfactory completion of the FSAT, which acceptance shall be provided within five (5) days of the successful completion of the FSAT. In the event testing criteria cannot be met or a defined functionality requirement cannot be remedied as part of the testing, the Distributor shall notify ERMU in writing as soon as is practicable and suggest alternate remedies to resolve the problem without further costs to ERMU. The parties acknowledge and agree that the foregoing ISAT and FSAT are a preliminary, high- level test plan and subject to refinement. ISAT and FSAT testing will only apply to Available Meters as defined in Attachment V. Unavailable meters will not be utilized or included in the test population for ISAT and FSAT performance. For all failed tests, Distributor and ERMU will agree: 1) To a remediation plan 2) Create a mutually agreed upon timeline for completing the remediation 3) A date for rerunning any test that failed previously If ERMU does not issue such notice within five days of completion of the tests, then the ISAT or FSAT is automatically deemed successfully passed. If Distributor does not successfully complete the ISAT or FSAT, then upon receipt of notice, Distributor shall fulfill its obligations, and the AMI System will be retested within a reasonable time. Notwithstanding the foregoing or anything contained herein to the contrary, in no event will Distributor be liable for any delay in meeting or failure to meet the ISAT, FSAT, or any other performance criteria that in any way relates to the untimely or improper installation of any meters or equipment by ERMU or any other third party or any other work or service performed by ERMU or a third party not under the direction or control of Distributor. The parties agree that installation of meters will be performed by third parties outside the control of Distributor and Distributor will not be responsible for any delays relating to installation of meters. 17. Right to Use AMI System Not Yet Accepted At any time prior to the ISAT and FSAT, ERMU shall have the right to use the AMI System as installed. Use of the AMI System prior to Final System Acceptance shall not result in any waiver of any of ERMU's rights under this Agreement and shall not be deemed acceptance of the AMI System. This use of the AMI System prior to acceptance is intended to assist Distributor and ERMU in evaluating the AMI System functionality in advance of the ISAT and FSAT and to permit ERMU to continue business operations during deployment. Elk River Municipal Utilities 14 Core & Main LP 53