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

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Master Solutions Agreement A-13 Revised August 2022 MSA legally binding and enforceable obligation of Trace3. d) Trace3 holds, or will obtain prior to commencing work under this Agreement, such licenses, permits and other authorizations from federal, state and local governmental authorities, or from any applicable industrial or professional certification or licensing bodies, as are necessary for the lawful performance of its obligations under this Agreement, and will maintain such throughout the term of this Agreement. e) Trace3 is not in violation of any applicable law, ordinance or regulation the consequence of which will or may materially affect Trace3's ability to perform its obligations under this Agreement. Trace3 is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement. f) Trace3 is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal or State department or agency. g) None of the representations or warranties expressly made by Trace3 in this Agreement contains any untrue statement of a material fact or omits a material fact necessary to make the statements of fact contained therein not misleading as of the date made. 19. FORCE MAJEURE Neither Party will be liable to the other Party for any alleged loss or damages resulting from its performance under this Agreement (other than payment obligations), including the provision of the Deliverables, being delayed by acts of the other Party, acts of civil or military authority, governmental priorities, fire, floods, epidemics, quarantine, energy crises, strikes, labor trouble, war, riots, accidents, shortages, delays in transportation, or any other causes beyond the reasonable control of such Party (each, a "Force Majeure Event"). Each Party will (a) continue to use commercially reasonable efforts to perform its obligations under this Agreement to the extent possible, and (b) notify the other Party when the Force Majeure Event has abated. 20. WARRANTIES (a) Services. Trace3 represents and warrants that it (i) is competent, experienced and trained to provide all Services herein, and (ii) in providing Services, it will use commercially reasonable efforts to provide the Deliverables resulting from such Services in a timely manner in accordance with the applicable Deliverable Specifications. Further, Trace3 warrants that the Services provided by it under this Agreement will not, from the date of Client's final acceptance of such Service through 90 days thereafter, deviate in any material respect from the Deliverable Specifications for such Services; provided, that such warranty will not apply to Services (1) provided by Trace3 in a manner specifically requested by Client to which Trace3 objected, or (2) materially amended, revised or modified by a party other than Trace3, including, but not limited to, Client. If Client notifies Trace3 of a breach of this warranty, Trace3 will correct and redeliver the affected Service at no additional charge to Client within a reasonable period of time. (b) Products. Client acknowledges and understands that all Products to be provided under this Agreement are manufactured by one or more third parties (and not Trace3). Accordingly, Trace3's sole responsibility to Client with respect to any Products or components and parts thereof provided under this Agreement will be to pass