2.5a ERMUSR 06-13-2023 - Laserfiche WebLink

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DocuSign Envelope ID: 58FE3CF5-7330-4F18-9C60-B177A84C616D late in completing performance until such time as Phase I Initial Deployment is completed or ERMU elects to terminate this Agreement, but not to exceed Twenty-five Thousand Five Hundred Dollars ($25,500.00). (b) If the Distributor fails to complete Phase 11 Full Delivery, through no fault of ERMU and not due to a Force Majeure Event, within thirty-six (36) months from Initial System Acceptance, the Distributor shall be assessed liquidated damages of three thousand dollars ($3,000) plus five hundred dollars ($500) per each calendar day the Distributor is late in completing performance until such time as Phase 11 Full Delivery is completed or ERMU elects to terminate this Agreement, not to exceed Twenty-five Thousand Five Hundred Dollars ($25,500.00). Process of Applying Liquidated Damages. Any assessment of liquidated damages may be deducted from the next payment(s) due the Seller or Seller shall promptly pay liquidated damages to ERMU in the event liquidated damages exceed the remaining amount otherwise due Seller. The Parties acknowledge that the amount of liquidated damages is not a penalty, but rather is a reasonable estimate of the actual damages ERMU may sustain as a result of delay or failure to meet the requirements of this Agreement and that such damages are difficult to ascertain. Notwithstanding the foregoing or anything contained herein to the contrary, Distributor will not be liable for damages or delay, including but not limited to liquidated damages, for delay in completing or failure to complete Phase I or Phase 11 when such failure or delay is substantially caused by delays in installation of meters and equipment, or faulty or improper installation of meters and equipment, by ERMU or other third parties not under the direction or control of Distributor. Achieving completion and acceptance of ISAT and FSAT are not subject to liquidated damages. Distributor shall promptly notify ERMU of any failure to meet the milestones in the schedule set forth in this section, as may be amended from time to time by the Parties in a written amendment and provide a proposed remediation plan. ERMU will have ten (10) days to consider and respond to Distributor's plan without assessment of liquidated damages. If the parties cannot reach agreement, ERMU shall be entitled to claim liquidated damages upon written notice and at the expiration of the ten (10) day period. 22. Distributor Representations In order to induce ERMU to enter into this Agreement, Distributor makes the following representations and warranties: (a) Distributor has examined and studied this Agreement and the appendices with both the commercial/sales team, Distributor Management, and legal representatives. (b) Distributor has fully acquainted itself with ERMU's service territory and Sites where the AMI System will be installed, including the design, availability of materials, existing facilities, general topography, accessibility, soil structure, subsurface conditions, obstructions, and all other conditions pertaining to this Agreement and Elk River Municipal Utilities 16 Core & Main LP 55