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121923-CDW <br /> <br />Rev. 3/2022 12 <br /> <br />16. SEVERABILITY <br /> <br />If any provision of this Contract is found by a court of competent jurisdiction to be illegal, <br />unenforceable, or void then both parties will be relieved from all obligations arising from that <br />provision. If the remainder of this Contract is capable of being performed, it will not be affected <br />by such determination or finding and must be fully performed. <br /> <br />17. PERFORMANCE, DEFAULT, AND REMEDIES <br /> <br />A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and <br />address unresolved contract issues as follows: <br /> <br />1. Notification. The parties must promptly notify each other of any known dispute and <br />work in good faith to resolve such dispute within a reasonable period of time. If necessary, <br />Sourcewell and the Supplier will jointly develop a short briefing document that describes <br />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 specified <br />above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher <br />level of management. The Supplier will have 30 calendar days to cure an outstanding issue. <br />3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the <br />Supplier must continue without delay to carry out all of its responsibilities under the <br />Contract that are not affected by the dispute. If the Supplier fails to continue without delay <br />to perform its responsibilities under the Contract, in the accomplishment of all undisputed <br />work, the Supplier will bear any additional costs incurred by Sourcewell and/or its <br />Participating Entities as a result of such failure to proceed. <br /> <br />B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, <br />or any Participating Entity order under this Contract, in default: <br /> <br />1. Nonperformance of contractual requirements, or <br />2. A material breach of any term or condition of this Contract. <br /> <br />The party claiming default must provide written notice of the default, with 30 calendar days to <br />cure the 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 /> <br />x Exercise any remedy provided by law or equity, or <br />x Terminate the Contract or any portion thereof, including any orders issued against the <br />Contract. <br /> <br />18. INSURANCE <br /> <br /> <br /> <br />  <br />    <br />  <br />  <br />City Council 12 – 15 7/1/2025