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PROFESSIONAL SERVICES AGREEMENT <br />This Agreement is made by and between Kittitas COUNTY (hereinafter "the COUNTY" or <br />"Owner") and Consolidated Communications of Washington Company, LLC (hereinafter <br />"CONTRACTOR"). The COUNTY and CONTRACTOR agree as follows: <br />General Conditions. The following EXHIBITS which are attached hereto and incorporated <br />herein by this reference as fully as if set forth herein. <br />EXHIBIT A Network Construction <br />EXHIBIT Al Work Area Map <br />EXHIBIT A2 Work Locations <br />EXHIBIT A3 Description of COUNTY Funded Network Facilities <br />EXHIBIT B Network Operations <br />EXHIBIT C Proof of Insurance <br />This Agreement shall remain in effect from . Any party may <br />terminate this Agreement by giving sixty (60) days' notice in writing either personally delivered or <br />mailed postage -prepaid by certified mail, return receipt requested, to the party's last known address <br />for the purposes of giving notice under this paragraph. <br />CONTRACTOR acknowledges and by signing this Agreement agrees that the <br />Indemnification provisions set forth in Paragraphs 7 (Independent CONTRACTOR), 9 (Taxes), 16 <br />(Defense and Indemnity Agreement), 22 (Patent/Copyright Infringement) and 25 (Confidentiality), <br />are totally and fully part of this Agreement and have been mutually negotiated by the parties. <br />In consideration of the referenced services to be performed by CONTRACTOR, the <br />COUNTY agrees to pay CONTRACTOR The relevant amount set forth in Exhibit A section 5. <br />Should this contract be terminated early, then compensation for CONTRACTOR'S services shall be <br />pursuant to services rendered and amount owing on outstanding invoice(s). Provided, however, that <br />in no event shall the fees incurred exceed the total amount stated above unless agreed to by the two <br />parties. <br />Professional Services Agreement <br />Page 1 <br />