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DocuSign Envelope ID: 58FE3CF5-7330-4F18-9C60-B177A84C616D
<br />made all investigations essential to a full understanding of the difficulties which may
<br />be encountered in performing the Work, providing the AMI System, and achieving
<br />the Coverage Commitment. Distributor assumes full and complete responsibility for
<br />meeting the requirements of this Agreement and all risks in connection therewith,
<br />within such service territory and at such Sites.
<br />(c) Distributor is qualified to complete the Work and has or will obtain prior to
<br />performing the Work the requisite authority, licensure, capacity, equipment,
<br />experience, expertise, and sufficient qualified personnel to perform the Work
<br />according to the industry standard of care, in compliance with all applicable laws and
<br />regulations, and in accordance with the terms of this Agreement within the timeframe
<br />agreed to by the Parties; and
<br />(d) Distributor is familiar with and is in compliance with all federal, state, and local
<br />statutes, laws, rules, and regulations including but not limited to OSHA, NEC, NESC,
<br />and any other regulations that may affect cost, progress, and performance of the
<br />Work, and assumes the risk that additional cost may be incurred due to any
<br />noncompliance of its proposal with any applicable law or regulatory requirement.
<br />23. Warranty
<br />Notwithstanding the acceptance of the AMI System by ERMU or the provision of any certificate
<br />with respect to delivery or acceptance of the AMI System, the following warranties shall apply:
<br />Equipment Warranty. During the Equipment Warranty Period, Distributor warrants that the
<br />Equipment furnished to ERMU under this Agreement and all components thereof will comply
<br />with the Specifications and will be: (1) of new manufacture upon the Delivery Date, (2) free
<br />from defects in design, workmanship, and materials, (3) conveyed to ERMU with good title, free
<br />and clear of all security interests, liens, encumbrances, or claims of subcontractors and third
<br />party suppliers, and (4) fully tested in accordance with the Manufacturer's Specifications. This
<br />warranty does not cover Equipment in poor operating condition due to: (a) changes made by
<br />ERMU to the Equipment without Distributor's prior consent; (b) use with third party software,
<br />hardware, or firmware that Distributor has not provided to ERMU under this Agreement or
<br />approved in writing for use with Equipment; (c) ERMU's or a third party's misuse, abuse,
<br />negligence, or failure to install, test, handle, or operate the Equipment in accordance with express
<br />use conditions documented and provided to ERMU; or (d) a Force Majeure Event. Distributor
<br />will repair Equipment damaged by any of the foregoing items (a) to (d) above only upon
<br />ERMU's payment of costs to repair or replace such damaged Equipment.
<br />AMI System Warranty. For as long as ERMU has purchased support services and for the
<br />duration of the AMI System Warranty, Distributor warrants that the AMI System will perform in
<br />accordance with Manufacturer documentation and Specifications. This AMI System warranty
<br />only covers problems reported to Distributor in writing during such AMI System Warranty
<br />Period. In the event of a breach of the foregoing AMI System warranty, in addition to
<br />Distributor's other obligations under this Agreement, Distributor will, under the terms of the
<br />Manufacturer's warranty, repair, modify, or adjust the AMI System to make it conform to the
<br />foregoing AMI System warranty.
<br />Elk River Municipal Utilities 17 Core & Main LP
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