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<br /> <br /> <br /> <br /> <br /> <br /> <br />Rev. 06022016 1 of 15 <br /> <br />PROFESSIONAL SERVICES AGREEMENT <br /> <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 , a Delaware corporation, with offices at 4825 Higbee AVE NW, Canton, OH <br />44718 (“”) and Kittitas County Prosecuting Attorney with offices at Kittitas County <br />Courthouse, Ste. 213, 205 W. 5th, Ellensburg, WA (“CUSTOMER”), and describes the terms and <br />conditions pursuant to which shall provide professional services to CUSTOMER. <br /> <br />1. SCOPE OF SERVICES <br /> <br /> will perform the professional services (“Services”) and deliver the deliverables <br />(“Deliverables”) as described in the Scope of Services attached hereto as Exhibit A. <br /> <br />2. PLACE OF PERFORMANCE <br /> <br /> Unless otherwise provided in this Agreement, may perform the Services in whole <br />or in part at place of business, CUSTOMER’s place of business, and/or such other <br />locations as selects. <br /> <br />3. TERM <br /> <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 /> <br />4. PRICE AND PAYMENT TERMS <br /> <br />a. Payment is on a “time and materials” basis for labor expended and costs and expenses <br />incurred, as described in Exhibit A. will 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 /> <br />b. CUSTOMER shall pay to 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 /> <br />c. In addition to paying for labor expended, CUSTOMER shall reimburse 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 well as for all 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 /> <br />d. CUSTOMER shall have no obligation to pay more than the Estimated Price. <br /> shall have no obligation to provide labo r or incur costs or expenses having a