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PROFESSIONAL SERVICES AGREEMENT <br />JRP INNOVATIVE SOLUTIONS, LLC <br />This Agreement is made by and between Kittitas County (hereinafter "the County" or <br />"Owner") and JRP INNOVATIVE SOLUTIONS, LLC (hereinafter "Contractor"). The County <br />and Contractor agree as follows: <br />General Conditions; Exhibit A (Scope of Work); Exhibit B (Compensation); <br />Exhibit C (Proof of Insurance). <br />copies of which are attached hereto and incorporated herein by this reference as fully as if <br />set forth herein. <br />This Agreement shall remain in effect from September 1, 2024, to December 31, <br />2025. Any party may terminate this Agreement by giving sixty (60) days' notice in writing <br />either personally delivered or mailed postage -prepaid by certified mail, return receipt <br />requested, to the party's last known address for the purposes of giving notice under this <br />paragraph. <br />Contractor acknowledges and by signing this Agreement agrees that the <br />Indemnification provisions set forth in Paragraphs 7 (Independent Contractor), 9 (Taxes), <br />15 (Defense and Indemnity Agreement), 21 (Patent/Copyright Infringement) and 24 <br />(Confidentiality), are totally and fully part of this Agreement and have been mutually <br />negotiated by the parties. <br />In consideration of the referenced services to be performed by Contractor, the County <br />agrees to pay Contractor The relevant amount set forth in Exhibit "A." Should this contract <br />be terminated early, then compensation for Contractor's services shall be computed based <br />upon the final submitted invoice as approved by the County. Provided, however, that in no <br />event shall the fees incurred exceed the total amount stated above unless agreed to by the <br />two parties. <br />Professional Services Agreement — JRP INNOVATIVE SOLUTIONS, LLC <br />Page 1 <br />