Kittitas County (MSA) (FINAL - READY FOR EXECUTION) (2)

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Master Solutions Agreement A-10 Revised August 2022 MSA the case of an involuntary proceeding, such proceeding is dismissed or withdrawn within 30 days of the date such proceeding is initiated; or (iii) Termination for a Force Majeure Event. Immediately upon written notice to the other Party if a Force Majeure Event prevents either Party from performing its obligations (other than payment obligations) under this Agreement for more than 30 consecutive days. (b) Procedure upon Termination. Upon termination of this Agreement for any reason under Section 14(a) (Termination): (i) Trace3 will return to Client, or destroy, as Client requests, all Client property in Trace3's possession; and (ii) Trace3 will be entitled to payment (1) as described in Sections 2(f)(iv) (Change Requests, Cancellation and Rescheduling), (2) for Deliverables provided and reasonable expenses incurred in connection with Trace3’s performance of the applicable SOWs or Purchase Orders up until the date of such termination, and (3) as otherwise described in this Agreement or any applicable SOW or Purchase Order. If such Deliverables are compensated on (x) a time and materials or hourly basis, then Client will compensate Trace3 for all such Deliverables provided in accordance with the agreed hourly rate payment provisions and any expenses incurred by Trace3 up until the date of termination, or (y) a fixed fee basis, then Client will compensate Trace3 for: (A) any completed Project Phase in accordance with the payment terms for such Project Phase; and (B) Project Phase that has not been fully completed on a pro-rata basis for the portion of completed work. (c) Other Remedies. Any termination under Section 14(a) (Termination) will not serve to limit any other remedies to which a Party may otherwise be entitled to under this Agreement or at law or equity. 15. INSURANCE Trace3 shall secure and maintain in effect at all times during performance of work under this Agreement such insurance as will protect Trace3, its employees, and agents from all claims, losses, harm, costs, liabilities, damages and expenses arising out of Trace3’s performance under this Agreement, including but not limited to personal injury (including death) or property damage. All insurance shall be issued by companies admitted to do business in the State of Washington and have a rating of A- , Class VII or better in the most recently published edition of Best’s Reports unless otherwise approved by Client. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. At a minimum, Trace3 shall maintain and provide proof of the following: (a) Commercial General Liability Insurance – Coverage limits not less than: • $1,000,000 per occurrence, for all covered losses • $2,000,000 general aggregate • $1,000,000 products & completed operations aggregate