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

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Master Solutions Agreement A-6 Revised August 2022 MSA (ii) Services. Unless a SOW specifies otherwise, Trace3 will invoice Client for all Fees for Services (other than installation Services for Products), whether billed on a fixed-fee or time and materials basis, weekly, bi-weekly or monthly as determined by Trace3 in its sole discretion. (b) Payment Terms. All Invoices are due and payable by Client net 30 days from the date of such Invoice. (c) Credit Cards. Payment via Visa, Mastercard, American Express, other credit card, virtual card (e.g., American Express BIP), or any card or program similar to any of the foregoing will be accepted only if preapproved by Trace3 in writing. Any such payments will be subject to a processing fee reasonably based upon expenses incurred by Trace3 in accepting such payment. (d) Late Payments. Trace3 reserves the right to charge Client interest on any delinquent balance computed on a daily basis for each day the payment is delinquent at the lesser of (x) 18% per year, or (y) the maximum rate permitted by law. Trace3 reserves the right to refuse (a) the provision of Deliverables to Client if any delinquent Invoices are outstanding, and (b) payment terms if, in Trace3's sole discretion, such terms would create an unreasonable credit risk for Trace3. In such event, provision of Deliverables to Client will be available only on a C.O.D. or cash-in- advance basis. No payment by Client or receipt by Trace3 of an amount less than the entire amount of an Invoice will be deemed to be other than on account of the earliest due amount, nor will any endorsement or statement on any check or letter accompanying any check or payment be deemed an accord and satisfaction, and Trace3 may accept such check or payment without prejudice to Trace3's right to recover the balance of any amount due or pursue any other remedy provided for in this Agreement. Trace3 will have the right in its sole discretion to apply any payment received from Client to any account of Client then not current and due and delinquent. (e) Disputed Amounts. Client will review provided Invoices and notify Trace3 in writing within 15 business days of receipt of an Invoice of any question, objection or dispute Client may have with such Invoice (a "Dispute Notice"). If any items are disputed, only the Fees for disputed items may be withheld from payment, and only until such dispute is resolved. In no event will Client be entitled to withhold payment for any undisputed items which are on the same Invoice as a disputed item. The Parties will negotiate in good faith to attempt to resolve such dispute. In the event such dispute is mutually agreed upon and resolved, Client will immediately (and in no event later than two business days following such resolution) pay the disputed amount. In the event a dispute is not resolved within 10 days following Trace3's receipt of the Dispute Notice despite the Parties’ good faith efforts, the Parties may submit such dispute to senior executives within their respective organizations for resolution. (f) Taxes. All Fees for Deliverables will be exclusive of all national, federal, state, local, international (with respect to Deliverables provided outside of the United States), property or any other governmental use, sales, excise, occupational, ad valorem, VAT or import (with respect to Deliverables provided outside of the United States) taxes and duties, and any other similar taxes or duties. If any such tax, fee or charge is imposed on a transaction under this Agreement, such tax will be paid by Client in addition to the invoiced Fees. If Trace3 is required to pay any such tax, fee or charge Client will reimburse Trace3 for such payment. All taxes, fees and charges with respect to Trace3's income or gross receipts derived from its provision of Deliverables hereunder (including franchise, employment and income taxes of Trace3), will be the obligation of and paid by Trace3. (g) Non-Appropriation of Funds: If the County does not appropriate sufficient funding for this Agreement for any future fiscal period, the County will not be obligated to make payments for services performed after the end of