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<br />Master Solutions Agreement <br /> <br />A-2 <br />Revised August 2022 <br />MSA <br />(b) Statements of Work. <br />(i) Except as otherwise provided in this Agreement or agreed by the Parties, Trace3 will not provide any Services <br />unless and until authorized through a SOW signed by both Parties. <br />(ii) Each SOW will be deemed to incorporate all of the terms and conditions of this Agreement, and will contain, <br />as applicable, a description of: <br />(1) Deliverables, including business requirements and technical specifications; <br />(2) schedule for provision of the Deliverables; <br />(3) assumptions and each Party's responsibilities; <br />(4) Fees; and <br />(5) Deliverable Specifications. <br />(c) Required Resources and Compatibility. Except as expressly provided in a SOW, Trace3 will be responsible for <br />providing the personnel, equipment, technical knowledge and other resources necessary to provide the <br />Deliverables. Client will have the right to reasonably approve or reject personnel working on a SOW; provided, <br />that such rejection is consistent with applicable law. <br />(d) Deliverable Specifications. <br />(i) Trace3 will provide Deliverables which conform to the Deliverable Specifications. <br />(ii) If Trace3 fails to meet the Deliverable Specifications due to the Client's fault, the Parties will discuss and <br />negotiate in good faith for additional compensation, if any, for the additional time and expense incurred by <br />Trace3 to meet the Deliverable Specifications. <br />(e) Subcontractors. Trace3 may delegate to Subcontractors such duties under this Agreement and any SOW as Trace3 <br />deems necessary for the successful provision of the Deliverables. Trace3 shall not subcontract any material <br />portion of the Services or permit any Subcontractor to access County Data, County systems, County facilities, or <br />County confidential information without County's prior written approval , such approval not to be unreasonably <br />withheld, conditioned, or delayed. Trace3 shall identify each proposed Subcontractor, the services to be <br />performed, work location, and whether the Subcontractor will access County Data or systems. Trace3 shall ensure <br />that each approved Subcontractor is bound in writing by obligations at least as protective of County as those in <br />this Agreement, including obligations relating to confidentiality, data protection, information security, public <br />records and records retention, audit, accessibility, intellectual property, insurance, and indemnification. Trace3 <br />remains fully responsible for all acts, omissions, performance, security, and compliance of its Subcontractors at <br />every tier as if they were acts or omissions of Trace3. County approval of a Subcontractor does not relieve Trace3 <br />of any obligation or liability under this Agreement. Trace3 shall promptly notify County of any proposed change <br />to an approved Subcontractor or subcontracted scope. Trace3 will be responsible to Client for the completion of <br />all work by Subcontractors and full payment of all charges by such Subcontractors. <br />Docusign Envelope ID: E2EEDA5A-9B7C-8F1E-8389-2AEC80E76259