Laserfiche WebLink
DocuSign Envelope ID: 58FE3CF5-7330-4F18-9C60-B177A84C616D <br />18. Right to Use Accepted AMI System <br />ERMU shall have the right to use the AMI System at any time the AMI System is sufficiently <br />functional to allow such use as long as it is in accordance with the Manufacturer's <br />recommendations. <br />19. AMI System Life Expectancy <br />Distributor represents and warrants that it is the intention of the Manufacturer of the AMI <br />System and Equipment, that the AMI System and Equipment purchased by Distributor directly <br />from Sensus for the purpose of the Elk River AMI project will be backwards compatible and <br />supported for the 15-year Life Expectancy of the AMI System. Distributor shall request that <br />Sensus make available for purchase by ERMU compatible current generation spare parts for all <br />Equipment ordered under this Agreement directly from Sensus. Software maintenance and <br />support are included as long as Elk River continues to make SaaS payments. The Software as a <br />Service and Spectrum Lease Agreement to be executed between ERMU and Manufacturer sets <br />forth the 15-year term during which Manufacturer will provide SaaS services if ERMU continues <br />to pay the continuing SaaS fees. <br />20. Time is of the Essence <br />Time is of the essence and shall remain a material element of this Agreement, and no acts of <br />ERMU, including modifications to this Agreement or acceptance of late deliveries, shall <br />constitute waiver of this provision. Distributor shall promptly notify ERMU in writing of any <br />actual or potential delays to the performance of this Agreement; such notice shall include a <br />proposed revision to the agreed upon schedule but shall not constitute a waiver to ERMU's rights <br />and remedies hereunder. Notwithstanding the foregoing or anything contained herein to the <br />contrary, Distributor will use commercially reasonable efforts to deliver Equipment ordered <br />within the time specified in the Agreement. Distributor reserves the right to extend those <br />delivery times based on Manufacturer lead times as impacted events beyond the control of <br />Distributor including but not limited to the current pandemic, global shipping delays, supply <br />chain disruptions, and the microchip shortage. In addition, Distributor will not be liable for <br />liquidated damages or other delays caused by third parties, including but not limited to meter <br />installers, not under the direction or control of Distributor. Availability of materials cannot be <br />guaranteed. <br />21. Liquidated Damages and Remedies <br />Liquidated damages may be assessed against Distributor according to the terms of this section <br />Performance Delays. ERMU shall have the right to assess liquidated damages for Distributor's <br />delay in performing the Work as follows: <br />(a) If the Distributor fails to complete Phase I Initial Deployment, through no fault of ERMU <br />or its agents or subcontractors and not due to a Force Majeure Event, within twelve (12) <br />months from the date Distributor receives all materials required for Phase I Initial <br />Deployment, the Distributor shall be assessed liquidated damages of three thousand <br />dollars ($3,000) plus five hundred dollars ($500) per each calendar day the Distributor is <br />Elk River Municipal Utilities 15 Core & Main LP <br />54 <br />