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Master Solutions Agreement
<br />
<br />A-12
<br />Revised August 2022
<br />MSA
<br />and all third-party claims, damages, losses and expenses, including but not limited to court costs, attorney's fees
<br />and alternative dispute resolution costs, for any personal or bodily injury, sickness, disease, or death, for any
<br />damage to or destruction of any real or tangible personal property (including the loss of use resulting therefrom),
<br />to the extent caused by indemnifying party’s negligence; and for any other third-party claims, damages, losses,
<br />and expenses sustained by the non-indemnifying party, which (1) are caused in whole or in part by any negligent
<br />act or omission, of the indemnifying party, its employees, agents or volunteers, or indemnifying party’s
<br />subcontractors, their employees, agents or volunteers; or (2) are directly or indirectly arising out of, resulting
<br />from, or otherwise connected with the negligent performance of this Agreement by the indemnifying party; or (3)
<br />are based upon the indemnifying party’s or its subcontractors’ negligent use of, presence upon or proximity to
<br />the property of the non-indemnifying party. This indemnification obligation of each party shall not apply to the
<br />extent the claim, damage, loss or expense is caused by the negligence of the other party. This indemnification
<br />obligation shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by
<br />application of any other workmen's compensation act, disability benefit act or other employee benefit act, and
<br />each party hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations
<br />are a material inducement to the parties to enter into this Agreement, and have been mutually negotiated by the
<br />parties.
<br />(b) Each party, when in the role of the non-indemnifying party, reserves the right, but not the obligation, to participate
<br />in the defense of any claim, at the non-indemnifying party’s own cost and expense, and such participation shall
<br />not constitute a waiver of the other party’s indemnity obligations contained in any section of this Agreement.
<br />(c) In the event Trace3 enters into subcontracts to the extent allowed under this Agreement, Trace3 shall require
<br />each such subcontractor to indemnify the County on a basis substantially similar to Trace3’s indemnity obligations
<br />to the County. Trace3 may request waiver of this requirement by the County for particular subcontractors. Any
<br />such waiver shall be at the County’s discretion, and if granted, must be in writing.
<br />17. INDEPENDENT CONTRACTOR
<br />Trace3 is an independent contractor and not an agent, servant, employee, legal representative, partner or joint
<br />venturer of Client. Nothing in this Agreement will be deemed to create a joint venture or partnership between the
<br />Parties. Trace3 has the sole right and obligation to supervise, manage and direct all work to be provided under this
<br />Agreement. Trace3 has no authority to represent or bind Client.
<br />18. TRACE3 COMMITMENTS, AND REPRESENTATIONS
<br />Trace3 represents and warrants as follows:
<br />a) Trace3 is duly organized, validly existing and in good standing under the laws of the state of its formation, and is
<br />qualified to do business in the State of Washington, and has all requisite power and authority to enter into and to
<br />perform its obligations under this Agreement.
<br />b) Trace3 has the authority to execute this Agreement, to make the representations and warranties set forth herein,
<br />and to perform its obligations hereunder.
<br />c) This Agreement has been validly executed by an authorized representative of Trace3 and constitutes a valid and
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