HomeMy WebLinkAboutFully executed agreementDocusign Envelope lD: E2EEDA5A-987C-8F1 E-8389-2AEC80E76259
Master Solutions Agreement
This Master Solutions Agreement (the"Agreement"), dated as of the last date last signed below (the "Ellective Dote"l,is
between Trace3, LLC, a California limited liability company ("Trace3"l, and the entity named as "Client" below ("Client" or
"County"). Trace3 and Client are each referred to herein individually as a"Pdrty" and collectively as the "Porties."
Summary: Client desires Trace3 to provide to Client certain information technology consulting services (the "Services"),
hardware, and/or software products (the"Products" and together with the Services, the"Deliverables") as described in
this Agreement and one or more Purchase Orders or SOWs (each as defined below) issued hereunder (each, a " Project"l.
Agreement: This Agreement consists of this signature page, and the following Annexes, which are incorporated into this
Agreement:
Annex A: MSA General Terms
Contact Information:
Client Trace3
General
Contacts
Kittitas County
205 W. 5th Ave. Ste. 13
Ellensburg, WA 98926
Attention: lT Department, I nfrastructu re
Manager, BillDavis
E-mail: Bill.davis@co. kittitas.wa.us
(s09) 933-8293
Trace3, LLC
7505 lrvine Center Drive, Suite 100
lrvine, CA 92618
Attention: Legal Department
Fax: (949) 333-2400
E-mail: lesal@trace3.com
Signature: Client and Trace3 hereby agree to the terms of this Agreement by signing below:
KITTITAS COUNTY TRACE3, LLC
by:
by:
Irums
By fuft J0u/,rsr^itl,
Brett Wachsmith Name iferemy Morris
Name
General Manager Northwest
Title:County Commissioner, Chair
e/1,5/2026 Date:e/1,0/2026
Date
TRACE3
7
Docusign Envelope lD: E2EEDA5A-987C-8F1 E-8389-2AEC80E76259
]RACE3 Master Solutions Agreement
Annex A - MSA General Terms
1. DEFINITIONS
(a) "Confidentiallnformdtion" meansconfidentialand/orproprietaryinformationrelatedtotechnologyandbusiness
activities, including, but not limited to, business outlooks, revenue, pricing, trade secrets, computer hardware,
programs and software (including, but not limited to, code, software output, screen displays, file hierarchies,
graphics and user inter-faces), formulas, data, inventions, techniques, product designs, strategies, third party
confidential information, and all other information that is clearly marked or identified as confidential or
proprietary when disclosed to the receiving Party or could be reasonably understood by the receiving Party to be
confidential or proprieta ry,
(b) "County Dotq" means all data, records, and information, in any form, that is created, collected, received,
maintained, processed, stored, or transmitted by Trace3 or its Subcontractors on behalf of, or provided by or on
behalf of, the County in connection with this Agreement, including any County Confidential lnformation.
(c) "Deliverable Specificotions" means the requirements (including levels of accuracy, quality, completeness,
timeliness, responsiveness, resource efficiency and productivity) set forth in a SOW or Purchase Order and used
to measure the completeness or adequacy of the Deliverables,
(d) "Fees" means amounts payable by Client to Trace3 for the provision of the Deliverables.
(el "lnvoice" means a written invoice submitted by Trace3 to Client for the payment of Fees.
(f) "Personnel" means the employees, agents, and representatives of Trace3 who perform work or provide
Deliverables under this Agreement, and, where the context requires, Subcontractor Personnel.
(g) "Purchose Order" means a written order to purchase Deliverables, issued and signed by Client and accepted by
Trace3 in its sole discretion.
(h) "SOW" means a mutually agreed upon written Statement of Work signed by the Parties, which authorizes and
specifies the pricing terms, technical specifications and performance requirements for Trace3 to provide and
deliver the Deliverables, as may be modified from time to time by way of the project change process described in
Section 3 (Proiect Cha nee Process).
(i) "Subcontractol' means any third party to whom Trace3 delegates any of its duties or obligations under this
Agreement or any SOW or Purchase Order, at any tier.
(j) "Subcontractor Personnel" means the employees, agents, and representatives of a Subcontractor
2. DELIVERABTES
(a) Scope of Deliverables. Trace3 will provide certain Deliverables to Client in accordance with the terms and
conditions of this Agreement and one or more SOWs.
Revised August 2022
MSA
A-1
Docusign Envelope lD: E2EEDASA-987C-8F1 E-8389-2AEC80E76259
Master Solutions Agreement
(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 Compatibilitv. 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) lf 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.
Revised August 2022
TRACE3
MSA
A-2
Docusign Envelope lD: E2EEDASA-987C-8F1E-8389-2AEC80E76259
TRACE3 Master Solutions Agreement
(f) Products.
(i) Purchose Orders
(1) Client may purchase Products under this Agreement through the issuance of Purchase Orders to Trace3.
Such Purchase Orders will be deemed to incorporate all of the terms and conditions of this Agreement.
(2) Each Purchase Orderfor Products will reference this Agreement and contain the Deliverable Specifications
for such Products (including, without limitation, the type of Products ordered, quantity, price, shipping
instructions and requested delivery date). Trace3 will not ship any Products without prior receipt of a
Purchase Order.
(3) Purchase Orders for Products will be subject to written acceptance by Trace3 and delivery schedules will
be established in accordance with Product availability and Client's credit status.
(iil Delivery; Title & Risk of [oss. Delivery of Products is "F.O.B, Destination, freight and insurance prepaid and
added." Title and risk of loss or damage for Products will pass to Client on delivery of such Products by Trace3
or a Products distributor or manufacturer, as applicable, to Client's delivery address. Products are deemed
accepted by Client for risk of loss purposes upon actual receipt of delivery by Client at Client's delivery address.
Client will reimburse Trace3 for all costs relating to the shipment and insurance of any Products. Trace3 will
make reasonable efforts, but will not be obligated, to deliver the Products in accordance with Client's shipping
instructions and choice of carrier. Trace3 will make commercially reasonable efforts to deliver all Products on
or before the due date as specified in any Purchase Order for such Products. Trace3 will make reasonable
efforts to expedite delivery of any "ASAP orders."
(iiil Product Prices. Quoted prices for Products may be changed by Trace3 upon 30 days prior written notice to
Client (the "Notice Period"l. Purchase Orders received by Trace3 (a) before commencement of the Notice
Period and which are not shipped prior to the expiration of the Notice Period, and (b) during the Notice Period
which specify a delivery date within 30 days following the expiration of the Notice Period, will be invoiced at
the previously existing lower price for the Products,
(iv) Change Requests, Concellotion ond Rescheduling. Any and all changes to previously submitted Purchase
Orders sought to be made by Client must be provided in writing from Client and are subject to approval by
Trace3.
(1) Purchase Orders for Products (including, but not limited to, Products shipped directly from third party
OEMs or Distributors) and software may not be cancelled or returned after Trace3 has shipped a product
or placed a corresponding order to an applicable third party OEM or Distributor, except upon pre-
authorization by Trace3,
(2) lf Client is permitted by Trace3 to cancel all or any portion of a Purchase Order, it will pay a restocking
charge equal to the amount of any restocking charge imposed by the applicable manufacturer or
distributor, if any,
(3) lf Trace3 is unable to meet the requested delivery schedule, it will provide notice to Client as soon as it is
reasonably aware of such situation.
A-3
Revised August 2022
MSA
Docusign Envelope lD: E2EEDA5A-987C-8F1 E-8389-2AEC80E76259
TMCE3 Master Solutions Agreement
{ ) No Products may be returned except in the event Client and Trace3 mutually agree in writing.
3. PROJECT CHANGE PROCESS
(a) Proiect Change Process. Unless otherwise mutually agreed by the Parties, any change or modification of a Project,
a phase of the Projecl (a" Project Phose") 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"l.
(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 "Chonge Request"l. The Party
requesting a Change Request will submit a written Change Request to the other Party in a clear and concise
manner (each, a "Chonge 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. lf (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
L4 (Termination).
5. INSPECTION AND ACCEPTANCE
(a) Products. Client may conduct inspection and acceptance testing to establish conformance to Deliverable
Specifications of delivered Products. lf 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 Certificote. 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. lf 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.
Revised August 2022
MSA
A-4
Docusign Envelope lD: E2EEDA5A-987C-8F1 E-8389-2AEC80E76259
Master Solutions Agreement
(ii) Non-Completion Notice. lf Client reasonably believes Trace3 has not completed provision of the Services
described in the Completion Certificate in substantial conformance with the applicable Deliverable
Specifications, Client will notify Trace3 in writing of its specific reasons for rejecting completion and delivery
of the Services within five business days from Client's receipt of the Completion Certificate (a"Non-
Completion Notice"). Trace3 will promptly address and remedy Client's issues described in the Non-
Completion Notice and will re-submit the Completion Certificate for Client's signature.
(iii) Absent (i) Client's timely delivery of either a signed Completion Certificate or a Non-Completion Notice within
the period set forth in Section 5(bxi), and (ii) Client's confirmation of acceptance or rejection of the Services
within fifteen (15) business days after Trace3 provides written notice of such failure, the Services will be
deemed accepted.
6. DOCUMENTATION
Trace3 will provide Client one copy of any documentation or written Deliverables required under the applicable
Purchase Order or SOW. Upon completion of a Purchase Order or SOW, Trace3 will archive all material
documentation, written Deliverables and other material work product generated in connection with such Purchase
Order or SOW (including any material project memorandums, status reports, test data, drawings, presentations and
reports) and will retain such documentation for a period of two years following the completion of work.
7. TRADEMARKS
Neither Party will use, without prior written consent of the other, any trademark or trade name of the other, or any
other word or device likely to be confused therewith as part of the other's corporate, firm or trade name in connection
with any form of advertisement or otherwise.
8. COMPENSATION
(a) Fees. Client will pay Trace3 the Fees set forth in the applicable SOW or Purchase Order for providing the
Deliverables, The Fees include all elements of cost (direct labor, overhead, general and administrative expenses
and profit) incurred by Trace3 in providing the Deliverables.
(b) Purchase Orders. Prior to Trace3 commencing the provision of Deliverables, Client will provide Trace3 with a
Purchase Order, reflecting an obligation to purchase all Deliverables described in the applicable SOW and the total
cost for such Deliverables.
(c) Expenses. Trace3 will invoice Client for any expenses incurred in connection with the provision of Deliverables, at
cost and without mark-up, to the extent allowed by the applicable SOW or Purchase Order, Upon Client's written
request, Trace3 will provide supporting documentation for such expenses.
9. INVOICING AND PAYMENTS
(a) lnvoicine.
(i) Products. Trace3 will invoice Client for all Fees for Products and related installation Services upon shipment
of such Products from Trace3 or a Products distributor or manufacturer, as applicable, including whole or
partialorders.
A-s
Revised August 2022
MSA
TMCE3
Docusign Envelope lD: E2EEDA5A-987C-8F1 E-8389-2AEC80E76259
]]IACE3 Master Solutions Agreement
(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) Pavment Terms. All lnvoices are due and payable by Client net 30 days from the date of such lnvoice.
(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 Pavments. 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) L8% 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 lnvoices are
outstanding, and {b) payment terms if, in Trace3's sole discretion, such terms would create an unreasonable credit
risk for Trace3. ln 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 lnvoice
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 lnvoices and notify Trace3 in writing within 15 business days of
receipt of an lnvoice of any question, objection or dispute Client may have with such lnvoice (a " Dispute Notice"l.
lf any items are disputed, only the Fees for disputed items may be withheld from payment, and only until such
dispute is resolved. ln no event will Client be entitled to withhold payment for any undisputed items which are
on the same lnvoice as a disputed item. The Parties will negotiate in good faith to attempt to resolve such dispute.
ln the event such dispute is mutually agreed upon and resolved, Client will immediately (and in no event laterthan
two business days following such resolution) pay the disputed amount. ln 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, VATor import (with respect to Deliverables provided outside of the United States) taxes
andduties,andanyothersimilartaxesorduties. lfanysuchtax,feeorchargeisimposedonatransactionunder
this Agreement, such tax will be paid by Client in addition to the invoiced Fees. lf 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: lf 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
Revised August 2022
MSA
A-6
Docusign Envelope lD: E2EEDASA-987C-8F1 E-8389-2AEC80E76259
Master Solutions Agreement
the last fiscal period for which sufficient funding was appropriated. No penalty or expense shall accrue to the
County in the event this provision applies; provided, however, that the County shall remain obligated to pay for
all Products ordered, in transit, delivered, or accepted, and for all non-cancellable costs incurred by Trace3
(including any restocking fees, shipping charges, and OEM cancellation charges), prior to the effective date of non-
appropriation. The County shall provide Trace3 with not less than thirty (30) days' advance written notice of any
non-appropriation event.
10. AUDIT
During the term of this Agreement and for a period of two years following the completion of work under any SOW,
Trace3 will maintain, in accordance with recognized accounting practices, complete books and records relating to all
Deliverables, SOWs, Purchase Orders and lnvoices, and of all costs and Fees reimbursable or payable by Client under
the terms of this Agreement. Client will have the right to examine and audit only such records as directly pertain to
Client and the transactions contemplated by this Agreement and any SOW or Purchase Order issued hereunder at any
reasonabletimeduringsuchperiod. TheaccuracyofTrace3'slnvoiceswill bedeterminedbysuchaudits(provided,
that, Trace3 will have the right to conduct its own audits to confirm the accuracy of any audit perform by Client or
under Client's direction) and each Party will immediately pay any overcharges or undercharges, as applicable, to the
other Party. Client will bear all costs associated with such audits.
11. OWNERSHIP AND INTELLECTUAL PROPERTY
(a) Ownership. Any and all software, data and related intellectual property developed by Trace3 arising directly out
of the provision of Deliverables (the "Developed Intellectuol Property") will be the exclusive property of Client.
All software, data and related intellectual property previously developed and owned by Trace3 or any third party,
or licensed to Trace3 by any third party, and used in the provision of Deliverables (the "Retained Intelledual
Property"l is and will remain the exclusive property of Trace3 or such third party. Notwithstanding the foregoing,
Trace3 retains all right, title, and interest in and to its tools, methodologies, techniques, know-how, and general
skills and experience, including any improvements to the Retained lntellectual Property, and Client hereby grants
Trace3 a perpetual, irrevocable, royalty-free, worldwide, non-exclusive license to use, copy, modify, and create
derivative works of the Developed lntellectual Property for Trace3's internal business purposes, provided that
Trace3 does not disclose any County Data or Client Confidential lnformation in doing so.
(b) Assienment; License. Trace3 hereby assigns and will assign to Client the Developed lntellectual Property. Trace3
will execute any and all documents necessary to assign any Developed lntellectual Property to Client and to assist
Client to protect such Developed lntellectual Property, including, signing patent or copyright applications and
assignments in favor of Clienu provided, that the preparation and filing of such applications or assignments will
be at Client's sole expense. Further, Trace3 hereby grants to Client a royalty-free, nonexclusive, unrestricted,
irrevocable, world-wide license to use, duplicate, or disclose for any purpose whatsoever and to authorize others
to do so, all Retained lntellectual Property (including writings, recordings, pictorial reproductions, drawings,
computer programs and works of any similar nature) required to be furnished to Client under this Agreement, in
each case solely for Client's own governmental and operational purposes; provided that Client will not resell,
sublicense, or otherwise commercially exploit the Retained lntellectual Property.
Revised August 2022
MSA
TRACE3
A-7
Docusign Envelope lD: E2EEDA5A-987C-8F1E-8389-2AEC80E76259
TMCE3 Master Solutions Agreement
12. CONFIDENTIALITY
(a) Permitted Use. The Party receiving Confidentiallnformation (lhe"Receiving Party") will handle, use, treat and
utilize the disclosing Party's (the "Drbclosing Party") Confidential lnformation as follows: (i) hold all such
Confidential lnformation in strict confidence; (ii) use such Confidential lnformation only for the purpose of
performing its obligations under this Agreement; (iii) reproduce such Confidential lnformation only to the extent
necessary to perform its obligations under this Agreement; (iv) restrict disclosure of such Confidential lnformation
to its directors, officers and employees, agents, representatives and subcontractors having a need to know (and
advise such persons of the obligations assumed herein); and (v) not disclose such Confidential lnformation to any
third party without prior written approval of the Disclosing Party, except as set forth in Section L2(b)
(Subcontractors). ln addition, with respect to any equipment, component, hardware, software or other items
delivered to the Receiving Party by the Disclosing Party, the Receiving Party will not reverse engineer, disassemble,
decompile or otherwise analyze the physical construction of any such items. The restrictions on the Receiving
Party's use and disclosure of Confidential lnformation as set forth above will not apply to any Confidential
lnformation to the extent it:
(i) is wholly and independently developed by the Receiving Party without the use of Confidential Information of
the Disclosing Party;
(ii) is or has become generally available to the public without breach of this Agreement by the Receiving Party;
(iii) at the time of disclosure to the Receiving Party, was known to such Receiving Party free of restriction and
evidenced by documentation in the Receiving Party's possession;
(iv) isapprovedforreleasebywrittenauthorizationof theDisclosingParty,butonlytotheextentof andsubject
to such conditions as may be imposed in such written authorization;
(v) is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and
for the purposes of such order; provided, that the Receiving Party will first notify the Disclosing Party of such
order and permit the Disclosing Party to seek a protective order against disclosure; or
(vi) is disclosed in response to a request for production of documents, if required to comply with the Washington
Public Records Act, Chapter 42.56 RCW. Prior to disclosure of Confidential lnformation in response to a public
records request, the Receiving Party willgive written notice of the request to the Disclosing Party, and allow
the Disclosing Party reasonable time in which to pursue a protective order or other remedy, prior to the
disclosure.
(b) Subcontractors. Trace3 will ensure any of its subcontractors utilized in connection with this Agreement will be
required to abide by its obligations with respect to Confidential lnformation.
(c) PersonnelScreeningandRestricted-SvstemAccess.Trace3shallensurethatallPersonnel,includingSubcontractor
Personnel, who access County facilities, County systems, County Data, or County confidential information are
appropriately screened, trained, supervised, and bound by written confidentiality and security obligations
consistent with the nature of their assigned duties and applicable law. Before granting Personnel access to any
County system or data, Trace3 shall provide information and certifications reasonably requested by County to
Revised August 2022
MSA
A-8
Docusign Envelope lD: E2EEDASA-987C-8F1 E-8389-2AEC80E76259
Master Solutions Agreement
verify compliance with this Agreement and the applicable SOW. County may deny, limit, suspend, or revoke access
in its sole discretion where necessary to protect County systems, data, operations, or legal compliance. Where an
SOW identifies access to Criminal Justice lnformation, Protected Health lnformation, Federal Tax lnformation,
payment-card data, or other restricted information or systems, Trace3 and its Personnel and Subcontractor
Personnel shall comply with the additional screening, training, access, security, audit, confidentiality, and
subcontracting requirements identified in that SOW and any applicable County policy, security addendum, or law.
No Personnel may access a restricted County system or restricted County data unless and until County has
confirmed that all applicable prerequisites for that access have been satisfied.
(d)Oblieations and Return of Confidential lnformation. The Receivi ng Party's obligation hereunder will continue
during the term of this Agreement and survive for a period of one year following termination of this Agreement
for any reason. All Confidential lnformation will remain the sole property of the Disclosing Party, and all materials
containing any such Confidential lnformation (including all copies thereof) will be returned to the Disclosing Party
or destroyed upon completion of work or delivery under any outstanding SOW or Purchase Order, upon the
Receiving Party's determination that it no longer has a need for such Confidential lnformation, or upon the
Disclosing Party's request. Upon the Disclosing Party's request, the receiving Party will certify in writing that all
materials containing such Confidential lnformation (including all copies thereof) have been returned to the
Disclosing Party or have been destroyed.
(e) Publicitv. Neither Party will distribute any news releases, articles, brochures, speeches or advertisements
concerning this Agreement or any SOW or Purchase Order, nor use the other Party's name, without such other
Party's prior written consent.
(f)lniunctive Relief. As legal remedies may be insufficient for a breach of this Section 12 (Confidentialitv), an injured
Party will be entitled to seek injunctive relief in addition to any other legal or equitable remedies without the
necessity of proving an inadequate remedy at law exists and without the requirement of bond.
1"3. GOVERNING LAW; FORUM
ln the event that any litigation should arise concerning this Agreement, the venue for such action shall be in the Superior
Court of the State of Washington in and for the County of Kittitas. This Agreement shall be governed by the laws of the
State of Washington.
14. TERMINATION
(a) Termination. Either Party may terminate this Agreement or any SOW or Purchase Order:
(i) Termination for Breoch. lmmediately upon written notice to the other Party if the other Party defaults on any
of its material obligations under this Agreement or any SOW or Purchase Order, and such default is not cured
within 30 days after written notice is received by the defaulting Party specifying, in reasonable detail, the
nature of the default;
(iil Terminotion for lnsolvency. lmmediately upon written notice to the other Party if the other Party becomes
(1) unable to pay its debts as they become due, or (2) the subject of a proceeding, whether voluntary or
involuntary, underthe bankruptcy or insolvency laws of the United States or any other jurisdiction, unless, in
Revised August 2022
]RACE3
M5A
A-9
Docusign Envelope lD: E2EEDA5A-987C-8F1 E-8389-2AEC80E76259
Master Solutions Agreement
the case of an involuntary proceeding, such proceeding is dismissed or withdrawn within 30 days of the date
such proceeding is initiated; or
(iiil Terminotion for a Force Majeure Event. lmmediately upon written notice to the other Party if a Force Majeure
Event prevents either Party from performing its obligations (other than payment obligations) under this
Agreement for more than 30 consecutive days.
(b) Procedure upon Termination. Upon termination of this Agreement for any reason under Section L4(a)
(Termination):
(i) Trace3 will return to Client, or destroy, as Client requests, all Client property in Trace3's possession; and
(ii) Trace3 will be entitled to payment (1) as described in Sections 2(f){iv) (Chanee Requests, Cancellation and
Rescheduling), (2) for Deliverables provided and reasonable expenses incurred in connection with Trace3's
performance of the applicable SOWs or Purchase Orders up until the date of such termination, and (3) as
otherwise described in this Agreement or any applicable SOW or Purchase Order. lf such Deliverables are
compensated on (x) a time and materials or hourly basis, then Client will compensate Trace3 for all such
Deliverables provided in accordance with the agreed hourly rate payment provisions and any expenses
incurred by Trace3 up untilthe date of termination, or (y) a fixed fee basis, then Client will compensate Trace3
for: (A) any completed Project Phase in accordance with the payment terms for such Project Phase; and (B)
Project Phase that has not been fully completed on a pro-rata basis for the portion of completed work.
(c) Other Remedies. Any termination under Section 14(a) (Termination) will not serve to limit any other remedies to
which a Party may otherwise be entitled to under this Agreement or at law or equity.
INSURANCE
Trace3 shall secure and maintain in effect at all times during performance of work under this Agreement such
insurance as will protect Trace3, its employees, and agents from all claims, losses, harm, costs, liabilities, damages and
expenses arising out of Trace3's performance under this Agreement, including but not limited to personal injury
(including death) or property damage.
All insurance shall be issued by companies admitted to do business in the State of Washington and have a rating of A-
, Class Vll or better in the most recently published edition of Best's Reports unless otherwise approved by Client. lf
an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with
Chapter 48.15 RCW and 284-15 WAC.
At a minimum, Trace3 shall maintain and provide proof of the following:
(a) Commercial General Liabilitv lnsurance -
Coverage limits not less than:
. $1,000,000 per occurrence, for all covered losses
. $2,000,000 general aggregate
. $1,000,000 products & completed operations aggregate
A-10
Revised August 2022
IRACE3
15
MSA
Docusign Envelope lD: E2EEDA5A-987C-8FlE-8389-2AEC80E76259
TRACE3 Master Solutions Agreement
S1,000,000 personal and advertising injury, each offense
The policy must be endorsed to include the Client and its officials, employees and agents as additional insureds.
(b) Automobile Liabilitv Policv -
Automobile Liability for owned, non-owned, hired, and leased vehicles, with an MCS 90 endorsement and a CA
9948 endorsement attached if 'pollutants' are to be transported,
Coverage limits not less than: S1,000,000 combined single limit
(c) Worker's Compensation Coverage -Trace3 shall provide Workers Compensation and Employer's Liability
insurance on a state-approved policy form providing benefits as required by law with employer's liability limits no
less than S1,000,000 per accident or disease.
(d) Technologv Errors & Omissions lnsurance - Which has a limit of not less than 52,000,000, including endorsements
for (i) internet services, (ii) network security/privacy injury & identity theft coverage, and (iii) media extension.
(e) Cvber Liabilitv lnsurance -
Network Privacy and Security lnsurance of at least S1,000,000 per occurrence / S1,000,000 aggregate,
Trace3 shall furnish to the Client a Certificate of lnsurance, with endorsement where required above, as evidence that
policies providing insurance required by this Agreement are in full force and effect. Trace3's insurance policies required
above must apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to the
Client.
Trace3 agrees to provide notice to the Client at least thirty (30) days prior to cancellation, or any material alteration or
non-renewal, of any of the above-required insurance coverages.
Trace3 shall assume full responsibility for all loss or damage to any tools, machinery, equipment, or motor vehicles owned
or utilized by Trace3, or Trace3's agents, employees, suppliers or subcontractors, as well as to any temporary structures,
scaffolding and/or protective fences, except to the extent such loss or damage is caused by the negligence or willful
misconduct of the Client or its employees or agents. For the avoidance of doubt, title to and risk of loss for Products shall
pass to the Client upon delivery to the Client's designated delivery location.
Trace3 shall have sole responsibility for ensuring the insurance coverage and limits required herein are also obtained by
any subcontractors.
Notwithstanding any other provision(s) of this Agreement, Trace3 shall not commence performing under this Agreement
and Client will have no payment obligations until and unless the following are provided to the Client: (1) a copy of the
Certificate(s) of lnsurance with all required endorsements, properly completed and in the amounts required, a nd (2) where
requested by the Client, a copy of the required insurance policies, including all required endorsements.
16. INDEMNITY
(a) To the fullest extent permitted by law, each party agrees to indemnify, defend, and hold the other party and its
departments, elected and appointed officials, employees, agents and volunteers, harmJess from and against any
Revised August 2022
MSA
A-11
Docusign Envelope lD: E2EEDASA-987C-8F1E-8389-2AEC80E76259
Master Solutions Agreement
and all third-party claims, damages, losses and expenses, including but not limited to court costs, attorney's fees
and alternative dispute resolution costs, for any personal or bodily injury, sickness, disease, or death, for any
damage to or destruction of any real or tangible personal property (including the loss of use resulting therefrom),
to the extent caused by indemnifying party's negligence; and for any other third-party claims, damages, losses,
and expenses sustained by the non-indemnifying party, which (1) are caused in whole or in part by any negligent
act or omission, of the indemnifying party, its employees, agents or volunteers, or indemnifying party's
subcontractors, their employees, agents or volunteers; or (2) are directly or indirectly arising out of, resulting
from, or otherwise connected with the negligent performance of this Agreement by the indemnifying party; or (3)
are based upon the indemnifying party's or its subcontractors' negligent use of, presence upon or proximity to
the property of the non-indemnifying party. This indemnification obligation of each party shall not apply to the
extent the claim, damage, loss or expense is caused by the negligence of the other party. This indemnification
obligation shall not be limited in any way by the Washington State lndustrial lnsurance Act, RCW Title 51, or by
application of any other workmen's compensation act, disability benefit act or other employee benefit act, and
each party hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations
are a material inducement to the parties to enter into this Agreement, and have been mutually negotiated by the
parties,
(b) Each party, when in the role of the non-indemnifying party, reserves the right, but not the obligation, to participate
in the defense of any claim, at the non-indemnifying party's own cost and expense, and such participation shall
not constitute a waiver of the other party's indemnity obligations contained in any section of this Agreement,
(c) ln the event Trace3 enters into subcontracts to the extent allowed under this Agreement, Trace3 shall require
each such subcontractor to indemnify the County on a basis substantially similar to Trace3's indemnity obligations
to the County. Trace3 may request waiver of this requirement by the County for particular subcontractors. Any
such waivershall be atthe County's discretion, and if granted, must be in writing.
17. INDEPENDENT CONTRACTOR
Trace3 is an independent contractor and not an agent, servant, employee, legal representative, partner or joint
venturer of Client. Nothing in this Agreement will be deemed to create a joint venture or partnership between the
Parties. Trace3 has the sole right and obligation to supervise, manage and direct all work to be provided under this
Agreement. Trace3 has no authority to represent or bind Client.
18. TRACE3 COMMITMENTS, AND REPRESENTATIONS
Trace3 represents and warrants as follows:
a) Trace3 is duly organized, validly existing and in good standing under the laws of the state of its formation, and is
qualified to do business in the State of Washington, and has all requisite power and authority to enter into and to
perform its obligations under this Agreement,
b) Trace3 has the authority to execute this Agreement, to make the representations and warranties set forth herein,
and to perform its obligations hereunder.
c) This Agreement has been validly executed by an authorized representative of Trace3 and constitutes a valid and
Revised August 2022
TRACE3
MSA
A-t2
Docusign Envelope lD: E2EEDA5A-987C-8F1 E-8389-2AEC80E76259
Master Solutions Agreement
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, labortrouble, war, riots, accidents, shortages, delays in transportation, or any other causes beyond the
reasonable control of such Party (each, a "Force Majeure Event"l. 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 (L) 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. lf 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
Revised August 2022
MSA
TMCE3
A-13
Docusign Envelope lD: E2EEDA5A-987C-8F1 E-8389-2AEC80E76259
Master Solutions Agreement
through to Client such original Product manufacturer's available product warranty, if any.
(c) EXCLUSIVE WARRANTIES, THE WARRANTIES PROVIDED lN THIS SECTION 19 (WARRANTIES) (A) CONSTITUTE THE
SOLE AND EXCLUSIVE WARRANTIES WITH RESPECT TO THE DELIVERABLES, AND (B) ARE IN LIEU OF ANY OTHER
WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
21. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY SOW OR PURCHASE ORDER ISSUED
HEREUNDER, FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND ANY SOW OR
PURCHASE ORDER ISSUED HEREUNDER AND THE PROVISION OF ALL DELIVERABLES HEREUNDER AND THEREUNDER,
tN NO EVENI WHETHER BASED tN CONTRACT OR TORT (TNCLUDTNG, WITHOUT LIMITATTON, FOR BREACH OF
WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), WILL EITHER PARry BE LIABLE TO THE OTHER PARTY FOR
SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL
LOSS.
22. UNETHICAL PRACTICES; FCPA; EXPORTS
(a) Unethical Practices, Each Party will (i) not engage in any deceptive, misleading or illegal practices, and (ii) not
disparage or discredit the other Party or, by words, actions or inaction or otherwise willfully or negligently damage
the reputation of the other Party or its products or services.
(b) FCPA. Each Partywillperform underthisAgreement in a mannerconsistentwith and complywith allrequirements
of the Foreign Corrupt Practices Act.
(c) Exports. The Parties acknowledge that Deliverables and/or Confidential lnformation provided under this
Agreement may be subject to U.S. and applicable foreign export laws and regulations. Each Party will comply with
all applicable U.S, and foreign export laws and regulations and anti-boycott laws.
23. SEVERABILITY
lf any provision of this Agreement or any SOW or Purchase Order is held invalid, illegal or unenforceable in any
jurisdiction, for any reason, then, to the full extent permitted by law (a)all other provisions hereof and thereof will
remain in full force and effect in such jurisdiction and will be construed in order to carry out the intent of the Parties
as nearly as may be possible, (b) such invalidity, illegality or unenforceability will not affect the validity, legality or
enforceability of any other provision hereof or thereof, and (c) any court or arbitrator having jurisdiction over this
Agreement or any SOW or Purchase Order will have the power to reform such provision to the extent necessary for
such provision to be enforceable under applicable law.
24. ASSIGNMENT
This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.
Assignment of this Agreement is prohibited without the written consent of both Parties, except that each Party
reserves the right to assign this Agreement to the successor in a merger or acquisition of such Party or other similar
business combination transaction involving such Party.
Revised August 2022
MSA
TRACE3
A-1,4
Docusign Envelope ID: E2EEDASA-987C-8F1 E-8389-2AEC80E76259
TRACE3 Master Solutions Agreement
25. ENTIRE AGREEMENT; MODIFICATIONS; WAIVERS
(a) Entire Aereement, This Agreement, including any SOWs and Purchase Orders executed in connection herewith,
represents the entire agreement between the Parties regarding the subject matter contained herein, and
supersedes any and all other agreements between the Parties regarding the subject matter hereof,
(b) Modifications. Any changes to the terms and conditions in this Agreement must be in set forth in a written
agreement signed by each Party.
(c) Waivers. No delay or failure by a Party in exercising or enforcing any of its rights or remedies hereunder, and no
course of dealing or performance with respect thereto, will constitute a waiver thereof. The express waiver by a
Party of any right or remedy in a particular instance will not constitute a waiver thereof in any other instance. No
waiver or discharge of any provision of this Agreement will be effective unless made in writing signed by both
Parties that specifically identifies this Agreement and the provision intended to be waived or discharged. Each
such waiver or discharge will be effective only in the specific instance and for the specific purpose for which given.
26. ORDER OF PRECEDENCE
Any inconsistency between this Agreement and any SOW or Purchase Order will be resolved by giving precedence to:
(a) first, this Agreement; (b) second, the applicable SOW; and (c) third, to the applicable Purchase Order, but only to
the extent that such Purchase contains language specifying its intent to supersede this Agreement and is signed by
both Parties. Except as provided in the immediately preceding sentence, no conflicting terms contained in any
Purchase Order will be binding on the Parties.
26. COMPLIANCE WITH LAWS
Each Party will comply with all federal, state and local laws, ordinances, rules, regulations and orders applicable to
such Party with respect to the provision and receipt of the Deliverables, and obligations under this Agreement, Each
Party will advise the other Party of any laws or regulations or changes in laws or regulations affecting the provision
and receipt of the Deliverables hereunder.
27. NOTTCES
lf a Party is required to give notice to the other Party, such notice will be deemed given when: (i) delivered by hand;
(ii) mailed by registered or certified mail, return receipt requested, postage prepaid; (iii) sent by a third party courier
service where receipt is verified by the receiving Party's acknowledgmen! or {iv) sent by fax where transmission is
confirmed, and addressed as set forth on the signature page to this Agreement.
28. SURVIVAL
Except for the provisions of Sections 6 (Documentation), L0 (Audit), 11 (Ownership and lntellectual Propertv), 12
(Confidentialitv), 13 (Governins Law; Forum), L4 (Termination), 2L (Limitation of Liabilitv), 22 (Unethical Practices;
FCPA; Exports), and 29 (Survival) which are intended to survive the termination of this Agreement until the earlier of
the expiration of (a) the applicable period set forth in such provision, or (b) the applicable statute of limitations, the
terms, conditions and warranties contained in this Agreement will survive for one month following the termination of
this Agreement.
Revised August 2022
MSA
A-1s