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DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D <br />EXHIBIT 2 <br />013020-SN P <br />D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Member requires service or <br />specialized performance requirements (such as e-commerce specifications, specialized delivery <br />requirements, or other specifications and requirements) not addressed in this Contract, the <br />Member and the Vendor may enter into a separate, standalone agreement, apart from this <br />Contract. Sourcewell, including its agents and employees, will not be made a party to a claim <br />for breach of such agreement. <br />E. TERMINATION OF PURCHASE ORDERS. Members may terminate a purchase order, in <br />whole or in part, immediately upon notice to Vendor in the event of any of the following <br />events: <br />1. The Member fails to receive funding or appropriation from its governing body at <br />levels sufficient to pay for the goods to be purchased; <br />2. Federal or state laws or regulations prohibit the purchase or change the <br />Member's requirements; or <br />3. Vendor commits any material breach of this Contract or the additional terms <br />agreed to between the Vendor and a Member. <br />F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a <br />Member's purchase order will be determined by the Member making the purchase. <br />7. CUSTOMER SERVICE <br />A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to <br />Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is <br />changed. The Account Representative will be responsible for: <br />• Maintenance and management of this Contract; <br />• Timely response to all Sourcewell and Member inquiries; and <br />• Business reviews to Sourcewell and Members, if applicable. <br />B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with <br />Sourcewell per contract year. The business review will cover sales to members, pricing and <br />contract terms, administrative fees, supply issues, customer issues, and any other necessary <br />information. <br />8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT <br />A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract <br />sales activity report (Report) to the Sourcewell Contract Administrator assigned to this <br />Contract. A Report must be provided regardless of the number or amount of sales during that <br />quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made). <br />Rev. 4/2019 <br />