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DocuSign Envelope ID: 58FE3CF5-7330-4F18-9C60-B177A84C616D
<br />This Agreement has been negotiated and prepared by ERMU and Distributor and the Parties'
<br />respective attorneys and, should any provision of this Agreement require judicial interpretation,
<br />the court interpreting or construing such provision shall not construe the Agreement more strictly
<br />against either Party.
<br />Unless otherwise expressly provided, use of the words "include" or "including" or similar words
<br />shall be interpreted as "including but not limited to" or "including, without limitation, regardless
<br />of whether "without limitation" or a similar phrase is included in the applicable provision.
<br />4. Scope of this Agreement
<br />Distributor shall deliver an AMI System to ERMU according to the terms of this Agreement.
<br />This Agreement between ERMU and Distributor is comprised of (i) this Agreement, (ii) the
<br />appendices listed in the table of contents of this Agreement, which are incorporated herein by
<br />reference, (iii) any amendments agreed to by the Parties subsequent to the Effective Date of this
<br />Agreement, and (iv) all instruments and documents issued or delivered pursuant to this
<br />Agreement, including Distributor's proposal submitted in response to ERMU's RFP any and all
<br />purchase orders, purchase order acceptance, purchase order acknowledgements, change orders,
<br />invoices, and other instruments, which are incorporated herein by reference irrespective of
<br />whether any such document expressly references this Agreement. In the event of a conflict
<br />between the terms of any appendix, purchase orders, purchase order acceptance, purchase order
<br />acknowledgements, change orders, invoices, or other instruments and the terms of this
<br />Agreement, the terms of amendments to this agreement, this Agreement, Distributor's proposal,
<br />the appendices to this agreement, and any other instruments and documents issued or delivered
<br />pursuant to this Agreement shall control. In the event of a conflict between the terms of an
<br />amendment, the terms of this Agreement, and the terms of Distributor's proposal, the terms of
<br />the later enacted document shall control.
<br />Any terms and conditions contained in a purchase order, purchase order acceptance, purchase
<br />order acknowledgement, change order, invoice, or other instrument now or hereafter delivered
<br />by a Party pursuant to this Agreement other than quantities, service description, and other
<br />required details and shipping instructions, will not apply, and each Party hereby waives and
<br />rejects all such terms and conditions. Amendments addressing terms and conditions may only be
<br />made in accordance with this Section 4 and Section 10.
<br />In the event of an ambiguity in the Specifications, drawings, or other requirements of this
<br />Agreement, Distributor must, before proceeding, consult ERMU, whose written interpretation
<br />shall be final.
<br />5. Term
<br />This Agreement is effective beginning on the Effective Date, which date shall not be earlier than
<br />the date Distributor receives or delivers the Equipment required for Phase I hereunder, and shall
<br />continue until Distributor's completion of delivery of materials for Phase 11.
<br />Elk River Municipal Utilities
<br />M
<br />Core & Main LP
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