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DocuSign Envelope ID:CF25B13B-7B09-48BC-B85D-F1A7A7104FDA <br /> 091521-NAF <br /> contract number. All Participating Entity orders under this Contract must be issued prior to <br /> expiration or cancellation of this Contract; however, Supplier performance, Participating Entity <br /> payment obligations, and any applicable warranty periods or other Supplier or Participating <br /> Entity obligations may extend beyond the term of this Contract. <br /> Supplier's acceptable forms of payment are included in its attached Proposal. Participating <br /> Entities will be solely responsible for payment and Sourcewell will have no liability for any <br /> unpaid invoice of any Participating Entity. <br /> B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and <br /> conditions to a purchase order, or other required transaction documentation, may be <br /> negotiated between a Participating Entity and Supplier, such as job or industry-specific <br /> requirements, legal requirements (e.g., affirmative action or immigration status requirements), <br /> or specific local policy requirements. Some Participating Entities may require the use of a <br /> Participating Addendum; the terms of which will be negotiated directly between the <br /> Participating Entity and the Supplier. Any negotiated additional terms and conditions must <br /> never be less favorable to the Participating Entity than what is contained in this Contract. <br /> C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires <br /> service or specialized performance requirements not addressed in this Contract (such as e- <br /> commerce specifications, specialized delivery requirements, or other specifications and <br /> requirements), the Participating Entity and the Supplier may enter into a separate, standalone <br /> agreement, apart from this Contract. Sourcewell, including its agents and employees, will not <br /> be made a party to a claim for breach of such agreement. <br /> D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or <br /> in part, immediately upon notice to Supplier in the event of any of the following events: <br /> 1. The Participating Entity fails to receive funding or appropriation from its governing body <br /> at levels sufficient to pay for the equipment, products, or services to be purchased; or <br /> 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the <br /> Participating Entity's requirements. <br /> E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a <br /> Participating Entity's order will be determined by the Participating Entity making the purchase. <br /> 7. CUSTOMER SERVICE <br /> A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier 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 /> Rev. 3/2021 5 <br /> City Council 13 — 17 5/21/2024 <br />