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T- C�i <br /> • ' CITY <br /> R <br /> PROFESSIONAL SERVICES AGREEMENT <br /> This Professional Services Agreement("Agreement")is entered into as of theay of <br /> ,2016("Effective Date")by and between CourtView Justice Solutions Inc., a <br /> Delaware c rporation,with offices at 4825 Higbee AVE NW, Canton,OH 44718("CJS"), City <br /> of Evere ,with offices at 2930 Wetmore Avenue Everett, WA 98201,("CUSTOMER"), and <br /> describes the terms and conditions pursuant to which CJS shall provide professional services to <br /> CUSTOMER. <br /> 1. Scope of Services <br /> CJS will perform the professional services("Services")and deliver the deliverables <br /> ("Deliverables")described in Exhibit A and such additional Statements of Work as <br /> mutually agreed on by the parties. <br /> 2. Place of Performance <br /> Unless otherwise provided in this Agreement, CJS may perform the Services in whole or in <br /> part at CJS's place of business,CUSTOMER's place of business,and/or such other <br /> locations as CJS selects. <br /> 3. Effective Date/Term <br /> This Agreement shall be effective as of the date first above written(the "Effective Date"), <br /> and shall continue in full force and effect until December 31,2017 or the Agreement has <br /> been terminated in accordance with this Agreement,whichever first occurs. <br /> 4. Price and Payment Terms <br /> (a) CUSTOMER will pay CJS on a "time and materials" basis for labor expended and <br /> costs and expenses incurred,as described in the Statement of Work and Exhibit B.CJS <br /> will use good faith efforts to complete the Services and deliver the Deliverables within <br /> the estimated price ("Estimated Price") set forth in Exhibit B, but does not guarantee <br /> that the Services can be completed or the Deliverables can be delivered within the <br /> Estimated Price. <br /> (b) CUSTOMER shall pay to CJS for labor expended in performing the Services an ---_.. <br /> amount computed by multiplying the applicable hourly billing rate set forth in Exhibit <br /> B by the number of hours worked. Fractional parts of an hour shall be payable on a <br /> prorated basis. <br /> (c) In addition to paying for labor expended, CUSTOMER shall reimburse CJS 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 overhead <br /> charge, if any,provided in Exhibit B. <br /> (d) CUSTOMER shall have no obligation to pay CJS more than the Estimated Price. CJS <br /> shall have no obligation to provide labor or incur costs or expenses having a combined <br /> value more than the Estimated Price, even if the Services have not been completed or <br /> December 2015 1 of 14 <br />