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DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D <br />EXHIBIT 2 <br />013020-SN P <br />10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE <br />A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or <br />obligations under this Contract without the prior consent of the parties and a fully executed <br />assignment agreement. Such consent will not be unreasonably withheld. <br />B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective <br />until it has been fully executed by the parties. <br />C. FEDERAL TRANSIT ADMINISTRATION. Sourcewell reserves the right to amend this Contract <br />to include requirements relating to any subsequent changes affecting the use of inter- <br />governmental cooperative purchasing agreements by FTA grant recipients. <br />D. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not <br />waive the provision or the right to enforce it. <br />E. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between <br />Sourcewell and Vendor. No other understanding regarding this Contract, whether written or <br />oral, may be used to bind either party. <br />F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent <br />contractors, each free to exercise judgment and discretion with regard to the conduct of their <br />respective businesses. This Contract does not create a partnership, joint venture, master - <br />servant, principal -agent, or any other relationship. <br />11. LIABILITY <br />Vendor must indemnify, save, and hold Sourcewell and its Members, including their agents and <br />employees, harmless from any claims or causes of action, including attorneys' fees, arising out <br />of the performance of this Contract by the Vendor or its agents or employees; this <br />indemnification includes injury or death to person(s) or property alleged to have been caused <br />by some defect in the Equipment, Products, or Services under this Contract to the extent the <br />Equipment, Product, or Service has been used according to its specifications. <br />12. AUDITS <br />Sourcewell reserves the right to review the books, records, documents, and accounting <br />procedures and practices of the Vendor relevant to this Contract for a minimum of six (6) years <br />from the end of this Contract. This clause extends to Members as it relates to business <br />conducted by that Member under this Contract. <br />7 <br />Rev. 4/2019 <br />