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CCOG and Equalis shall not be precluded from transitioning individuals, businesses, and entities <br />that were Program Participants when this Master Agreement was in effect to another agreement <br />or Equalis Group supplier partner. <br />2.11.Audit of Winning Supplier. CCOG and Equalis, whether directly or through an independent <br />auditor or accounting firm, shall have the right to perform audits, including inspection of books, <br />records, and computer data relevant to Winning SupplierProducts & Services to <br />Program Participants pursuant to this Master Agreement, to ensure that pricing, inventory, <br />quality, process, and business controls are maintained; provided, however, that such inspections <br />and audits will be conducted upon reasonable notice to Winning Supplier and so as not to <br />unreasonably interfere with Winning Supplier. <br />2.12.Force Majeure. This Master Agreement will be temporarily suspended during any period to the <br />extent that any Party during that period is unable to carry out its obligations under this Master <br />Agreement or the Appendices by reason of an Act of God or the public enemy, act of terrorism, <br />epidemic or pandemic, fire, flood, labor disorder not caused by Winning Supplier, civil <br />commotion, closing of the public highways not caused by Winning Supplier, government <br />interference, government regulations, or any other event or occurrence beyond the reasonable <br />Event of Force Majeure <br />other Party(ies) for a delay in performance nor failure to perform to the extent this Master <br />Agreement or any Appendix is so temporarily suspended; provided that nothing contained herein <br />shall apply to payment obligations with respect to obligations which have already been <br />performed under this Master Agreement. If the provision of Products & Services are impeded <br />due to an Event of Force Majeure, then Winning Supplier may apportion the provision of <br />Products & Services among its present and future customers on a fair and reasonable basis after <br />consulting with Equalis and the Program Participants potentially affected and in a manner that <br />would not reasonably be expected to disproportionately affect Program Participants. <br />2.13.Notices. All notices, claims, certificates, requests, demands, and other communications required <br />Notice will be deemed given to the Addresses <br />for Notices (a) when delivered personally to the recipient, (b) upon delivery by reputable <br />overnight courier service (charges prepaid), or (c) upon delivery or refusal of delivery by certified <br />or registered mail, return receipt requested, and addressed to the intended recipient. The Parties <br />agree that the day-to-day business communications, including notification of a change of <br />address, pricing updates, or revisions to any Appendix, may be made via electronic <br />communication. <br />a.Addresses for Notices. Written notices for the Winning Supplier will be sent to the remittance <br />address provided the Winning Suppliers proposal. <br />i. If to CCOG: ii. If to EQUALIS: <br /> <br /> The Cooperative Council of Equalis Group, LLC. <br /> Governments, Inc. Attn: Eric Merkle, SVP <br /> Attn: Board President 5550 Granite Parkway, <br /> 6001 Cochran Road, Suite 333 Suite 298 <br />Page | 6 <br /> <br />