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Request for Qualifications <br />Employment and Day Program Services <br /> <br /> <br />Professional Services Agreement <br />Page 22 <br />GENERAL CONDITIONS <br /> <br />1. Scope of Contractor's Services: <br />Contractor agrees to provide to the County services and any materials set forth in the project narrative <br />identified in Attachment "A" during the Agreement period. No material, labor, or facilities will be furnished by <br />the County, unless otherwise provided for in the Agreement. <br /> <br />This Agreement is entered into between Contractor and the County. Its purpose is to provide a <br />coordinated and comprehensive local program of services for persons with developmental disabilities and <br />to fulfill the County’s responsibilities in Attachment “D”. This Agreement includes statements of the <br />Developmental Disabilities Administration within DSHS (hereinafter “DDA”) responsibilities from the <br />attached Program Agreement despite DDA not being a party to this Agreement. <br /> <br />2. Performance of Work: <br />Contractor shall perform work in accordance with, and shall comply with, all of the provisions of this <br />Agreement. All work shall comply with applicable laws, codes ordinances and agreements. <br /> <br />3. Schedule of Performance: <br />Unless directed otherwise by the County, Contractor shall perform the work in accordance with any schedules <br />made a part of this Agreement. <br /> <br />4. Definitions: <br /> <br /> 4.1 “Additional Insured’s” means the County, its successors and assigns, and <br />the respective directors, officers, employees, agents and representatives of the County and its <br />successors and assigns. <br /> <br />4.2 “Subcontractor” is any service provider or other vendor contracted by the Contractor to <br />provide consumer services or any other work for the purpose of meeting the Contractor’s <br />obligations under this Agreement. <br /> <br />4.3 “Support” means the following: Contractor’s directors, officers, employees, agents and <br />representatives; and sub-Contractors of any tier; the respective directors, officers, employees, <br />agents and representatives of these sub-Contractors of any tier; and any other person or <br />entity acting under the direction or control of, or on behalf of, Contractor or any Contractor’s <br />sub-Contractors of any tier in connection with or incident to the performance of the Work or <br />this Agreement. <br /> <br />4.4 The “Work” means all of the duties listed in Attachment “A” and the performance of all other <br />obligations, under this Agreement by Contractor or its Support. <br /> <br />4.5 All definitions listed in Attachment D, Section 1 are incorporated by reference into this <br />Agreement, with the exception of “Subcontractor”. <br /> <br />5. Accounting and Payment for Contractor Services: <br />Payment to the Contractor for services rendered under this Agreement shall be as set forth in Attachment <br />"B". Where Attachment "B" requires payments by the County, payment shall be based upon billings, <br />supported unless otherwise provided in Attachment "B", by documentation of units of work actually