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DocuSign Envelope ID: FA12C758-3EF4-45F3-BODF-724674D71270 <br />081419-CDW <br />prepared by or for the Vendor individually or jointly with others, or any subcontractors, with <br />respect to the program, publications, or services provided resulting from this Contract. <br />B. MARKETING. Any direct advertising, marketing, or offers with Members must be approved <br />by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to <br />this Contract. <br />C. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, <br />Products, or Services. <br />16. GOVERNING LAW, JURISDICTION, AND VENUE <br />Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its <br />breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, <br />Minnesota. <br />17. FORCE MAJEURE <br />Neither party to this Contract will be held responsible for delay or default caused by acts of God <br />or other conditions that are beyond that party's reasonable control. A party defaulting under <br />this provision must provide the other party prompt written notice of the default. <br />18. SEVERABILITY <br />If any provision of this Contract is found to be illegal, unenforceable, or void then both <br />Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the <br />remainder of this Contract is capable of performance, it will not be affected by such declaration <br />or finding and must be fully performed. <br />19. PERFORMANCE, DEFAULT, AND REMEDIES <br />A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and <br />address unresolved contract issues as follows: <br />1. Notification. The parties must promptly notify each other of any known dispute <br />and work in good faith to resolve such dispute within a reasonable period of time. If <br />necessary, Sourcewell and the Vendor will jointly develop a short briefing document <br />that describes the issue(s), relevant impact, and positions of both parties. <br />2. Escalation. If parties are unable to resolve the issue in a timely manner, as <br />specified above, either Sourcewell or Vendor may escalate the resolution of the issue to <br />a higher level of management. The Vendor will have thirty (30) calendar days to cure an <br />outstanding issue. <br />3. Performance while Dispute is Pending. Notwithstanding the existence of a <br />dispute, the Vendor must continue without delay to carry out all of its responsibilities <br />10 <br />� City 6uncil 7 — 12 12/6/2022 <br />