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'equivant <br />PROFESSIONAL SERVICES AGREEMENT <br />This Professional Services Agreement ("Agreement") is entered into as of the _2nd_ day of <br />January , 2018 __ ("Effective Date ") by and between CourtView Justice Solutions <br />Inc. d/b/a equivant, a Delaware corporation , with offices at 4825 Higbee AVE NW, Canton, OH <br />44718 ("equivant") and Kittitas County Prosecuting Attorney with offices at Kittitas County <br />Courthouse, Ste. 213, 205 W. 5th , E"ensburg, WA ("CUSTOMER"), and describes the terms and <br />conditions pursuant to which equivant shall provide profess,ional services to CUSTOMER. <br />1. SCOPE OF SERVICES <br />equivant wi" perform the professional services ("Services") and deliver the deliverables <br />("Deliverables ") as described in the Scope of Services attached hereto as Exhibit A. <br />2. PLACE OF PERFORMANCE <br />Unless otherwise provided in this Agreement, equivant may perform the Services in whole <br />or in part at equivant's place of business, CUSTOMER's place of business, and/or such other <br />locations as equivant selects. <br />3. TERM <br />This Agreement shall be effective as of the Effective Date and shall continue in full force and <br />effect until June 30 , 2019 or the Agreement has been terminated in accordance with this <br />Agreement, whichever first occurs . <br />4. PRICE AND PAYMENT TERMS <br />a . Payment is on a "time and materials" basis for labor expended and costs and expenses <br />incurred , as described in Exhibit A . equivant wi" use good faith efforts to complete the <br />Services and deliver the Deliverables within the estimated price ("Estimated Price") set <br />forth in Exhibit B, but does not guarantee that the Services can be completed or the <br />Deliverables can be delivered within the Estimated Price. <br />b. CUSTOMER shall pay to equivant for labor expended in performing the Services an <br />amount computed by multiplying the applicable hourly billing rate set forth in Exhibit B <br />by the number of hours worked . Fractional parts of an hour shall be payable on a <br />prorated basis . <br />c. In addition to paying for labor expended, CUSTOMER shall reimburse equivant for the <br />cost of all goods and materials purchased exclusively for use in performing the <br />Services or which are incorporated into any Deliverable, as we" as for a" reasonable <br />travel expenses and miscellaneous out-of-pocket expenses incurred in performing the <br />Services . Such costs and expenses shall be subject to the administrative and <br />overhead charge provided in Exhibit B. <br />d . CUSTOMER shall have no obligation to pay equivant more than the Estimated Price. <br />equivant shall have no obligation to provide labor or incur costs or expenses having a <br />Rev. 06022016 1 of 15