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PROFESSIONAL SERVICES AGREEMENT <br />This Agreement is made by and between Kittitas County (hereinafter "the County" <br />or "Owner") and Modus Technology, Inc. (hereinafter "Contractor'). The County and <br />Contractor agree as follows: <br />General Conditions; Exhibit A (Scope of Work); Exhibit B (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 June 1, 2021 until December 31, 2021. <br />Any party may terminate this Agreement by giving sixty (60) days' notice in writing either <br />personally delivered or mailed postage -prepaid by certified mail, return receipt requested, <br />to the party's last known address 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), <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 Modus Technology, <br />Inc., the County agrees to pay Contractor up to $32,142.60 as work is completed. Should <br />this contract be terminated early, then compensation for Contractor's services shall be <br />computed based upon the work actually performed. Provided, however, that in no event <br />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 />