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PROFESSIONAL SERVICES MASTER AGREEMENT <br />Tie -Tin <br />Gt?OUP <br />LLC <br />This Professional Services Master Agreement ("Agreement") dated as of _/_/2017 <br />("Effective Date") is made by and between Tieton Group LLC, a Washington Limited Liability <br />Company with its principal office located at 603 Ferncrest Drive, Yakima, WA, 98901 (Tieton <br />Group) and Kittitas County, with its principal office located at 205 W 5th Ave, Ellensburg, WA <br />98926 (the "Client"). <br />The parties hereto intending to be legally bound hereby, agree as follows: <br />1. Scope of Service <br />Tieton Group and Client will develop and enter into one or more work orders for Professional <br />Services, incorporating a description of the specific services requested by Client (each, and <br />as modified in writing by the parties from time to time, statements of work (SOW)). If <br />applicable, each SOW will describe items specifically required to be delivered by Tieton <br />Group to Client, if any (the "Deliverables"), and if applicable, the acceptance criteria for each <br />of the Deliverables. Further, each SOW will set forth, among other things, project scope, <br />various project activities and tasks to be performed by the parties, and roles and <br />responsibilities of the parties. Each SOW shall specifically identify this Agreement and <br />indicate that it is subject to the terms hereof. To the extent there are any conflicts or <br />inconsistencies between this Agreement and any SOW, except as regards Sections 2 or 3 <br />herein, the provisions of this Agreement shall govern and control. <br />Tieton Group will provide to Client those services described as its obligation in each SOW <br />(collectively, the "Services"). <br />2. Fees <br />Client shall pay to Tieton Group the fees and other compensation set forth in each SOW. <br />3. Invoicing and Payment <br />Unless otherwise specified and agreed to, Tieton Group will invoice Client for all fees, charges <br />and reimbursable items on a monthly basis and upon completion of project or engagement. <br />Client agrees to pay the invoiced amount in full within thirty (30) days of the date of each <br />invoice. However, Client reserves the right to retain and/or withhold up to 25% of any amount <br />owing to Tieton Group until Tieton Group has completed all duties under this Agreement to <br />Client's satisfaction. Once Tieton Group has completed all duties to Client's satisfaction, the <br />Client will pay any remaining balance within thirty (30) days of invoice. <br />Client's payment to Tieton Group shall be based upon billings, supported by documentation of <br />