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

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Master Solutions Agreement A-2 Revised August 2022 MSA (b) Statements of Work. (i) Except as otherwise provided in this Agreement or agreed by the Parties, Trace3 will not provide any Services unless and until authorized through a SOW signed by both Parties. (ii) Each SOW will be deemed to incorporate all of the terms and conditions of this Agreement, and will contain, as applicable, a description of: (1) Deliverables, including business requirements and technical specifications; (2) schedule for provision of the Deliverables; (3) assumptions and each Party's responsibilities; (4) Fees; and (5) Deliverable Specifications. (c) Required Resources and Compatibility. Except as expressly provided in a SOW, Trace3 will be responsible for providing the personnel, equipment, technical knowledge and other resources necessary to provide the Deliverables. Client will have the right to reasonably approve or reject personnel working on a SOW; provided, that such rejection is consistent with applicable law. (d) Deliverable Specifications. (i) Trace3 will provide Deliverables which conform to the Deliverable Specifications. (ii) If Trace3 fails to meet the Deliverable Specifications due to the Client's fault, the Parties will discuss and negotiate in good faith for additional compensation, if any, for the additional time and expense incurred by Trace3 to meet the Deliverable Specifications. (e) Subcontractors. Trace3 may delegate to Subcontractors such duties under this Agreement and any SOW as Trace3 deems necessary for the successful provision of the Deliverables. Trace3 shall not subcontract any material portion of the Services or permit any Subcontractor to access County Data, County systems, County facilities, or County confidential information without County's prior written approval, such approval not to be unreasonably withheld, conditioned, or delayed. Trace3 shall identify each proposed Subcontractor, the services to be performed, work location, and whether the Subcontractor will access County Data or systems. Trace3 shall ensure that each approved Subcontractor is bound in writing by obligations at least as protective of County as those in this Agreement, including obligations relating to confidentiality, data protection, information security, public records and records retention, audit, accessibility, intellectual property, insurance, and indemnification. Trace3 remains fully responsible for all acts, omissions, performance, security, and compliance of its Subcontractors at every tier as if they were acts or omissions of Trace3. County approval of a Subcontractor does not relieve Trace3 of any obligation or liability under this Agreement. Trace3 shall promptly notify County of any proposed change to an approved Subcontractor or subcontracted scope. Trace3 will be responsible to Client for the completion of all work by Subcontractors and full payment of all charges by such Subcontractors.