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DocuSign Envelope ID: 067ADBD5-3886-42FC-A620-AA62556A2F6D <br />EXHIBIT 2 <br />013020-SN P <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 />under the Contract that are not affected by the dispute. If the Vendor fails to continue <br />without delay to perform its responsibilities under the Contract, in the accomplishment <br />of all undisputed work, any additional costs incurred by Sourcewell and/or its Members <br />as a result of such failure to proceed will be borne by the Vendor. <br />B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, <br />or any Member order under this Contract, in default: <br />1. Nonperformance of contractual requirements, or <br />2. A material breach of any term or condition of this Contract. <br />Written notice of default and a reasonable opportunity to cure must be issued by the party <br />claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated <br />or other damages. If the default remains after the opportunity for cure, the non -defaulting <br />party may: <br />9 <br />Rev. 4/2019 <br />