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

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Master Solutions Agreement A-4 Revised August 2022 MSA (4) No Products may be returned except in the event Client and Trace3 mutually agree in writing. 3. PROJECT CHANGE PROCESS (a) Project Change Process. Unless otherwise mutually agreed by the Parties, any change or modification of a Project, a phase of the Project (a "Project Phase") or the Deliverable Specifications set forth in any SOW or Purchase Order will be coordinated by the Parties in accordance with the procedures described below (the "Project Change Process"). (b) Change Requests. Either Party may initiate requests to change or modify a Project, a Project Phase or the Deliverable Specifications set forth in any SOW or Purchase Order (each, a "Change Request"). The Party requesting a Change Request will submit a written Change Request to the other Party in a clear and concise manner (each, a “Change Request Form”). Upon execution of a mutually acceptable Change Request Form, and receipt thereof by both Parties, the obligations of the Parties with respect to such Change Request will be incorporated under this Agreement and the applicable SOW or Purchase Order. (c) Suspension of Services. If (i) Trace3 is unable provide the Deliverables due to the Client's action or inaction, or (ii) any amount owing by Client under this Agreement is 30 or more days overdue, Trace3 may, in its discretion and without any liability to Client, suspend provision of the Deliverables to Client. 4. TERM OF AGREEMENT This Agreement will begin on the Effective Date and will remain in effect until terminated in accordance with Section 14 (Termination). 5. INSPECTION AND ACCEPTANCE (a) Products. Client may conduct inspection and acceptance testing to establish conformance to Deliverable Specifications of delivered Products. If any Products fail such acceptance tests, Client will provide Trace3 with a written notice of the defect which will describe the portion of such tests which the Products failed. Upon Client’s request, Trace3 will coordinate the examination, repair or replacement of such defective Products by the applicable Product distributor or manufacturer at Client's designated location (at no charge to Client if the Products do not meet the Deliverable Specifications). Acceptance will be deemed to have occurred if Client does not provide notice of non-compliance with the Deliverable Specifications within 15 business days following the date of Product delivery. (b) Services. (i) Completion Certificate. Unless otherwise mutually agreed by the Parties, Trace3 will present Client with a completion certificate (a "Completion Certificate") upon the completion of the provision of all of the Services of any Project or Project Phase, as applicable. If Client reasonably determines that Trace3 has completed provision of the Services described in the Completion Certificate in substantial conformance with the applicable Service Specifications, Client will sign the Completion Certificate acknowledging acceptance of the completed Services and will return the signed Completion Certificate to Trace3 within fifteen business days from the date of Client's receipt of the Completion Certificate.