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This Agreement is entered into between Contractor and the County. Its purpose is to <br />provide a coordinated and comprehensive local program of services for persons with <br />developmental disabilities and to fulfill the County's responsibilities in Attachment "D". <br />This Agreement includes statements of the Developmental Disabilities Administration <br />within DSHS (hereinafter "DDA") responsibilities from the attached Program Agreement <br />despite DDA not being a party to this Agreement. <br />2. Performance of Work: <br />Contractor shall perform work in accordance with, and shall comply with, all of the provisions <br />of this Agreement. All work shall comply with applicable laws, codes ordinances and <br />agreements. <br />3. Schedule of Performance: <br />Unless directed otherwise by the County, Contractor shall perform the work in accordance <br />with any schedules made a part of this Agreement. <br />4. Definitions: <br />4.1 "Additional Insured's" means the County, its successors and assigns, and <br />the respective directors, officers, employees, agents and representatives of <br />the County and its successors and assigns. <br />4.2 "Subcontractor" is any service provider or other vendor contracted by the <br />Contractor to provide consumer services or any other work for the purpose_ of <br />meeting the Contractor's obligations under this Agreement. <br />4.3 "Support" means the following: Contractor's directors, officers, employees, <br />agents and representatives; and sub -Contractors of any tier; the respective <br />directors, officers, employees, agents and representatives of these sub - <br />Contractors of any tier; and any other person or entity acting under the <br />direction or control of, or on behalf of, Contractor or any Contractor's sub - <br />Contractors of any tier in connection with or incident to the performance of the <br />Work or this Agreement. <br />4.4 The "Work" means all of the duties listed in Attachment "A" and the <br />performance of all other obligations, under this Agreement by Contractor or <br />its Support. <br />5. Accounting and Payment for Contractor Services: <br />Payment to the Contractor for services rendered under this Agreement shall be as set forth <br />in Attachment "B". Where Attachment "B" requires payments by the County, payment shall <br />be based upon billings, supported unless otherwise provided in Attachment "B", by <br />documentation of units of work actually performed and amounts earned, including where <br />appropriate, the actual number of days worked each month, total number of hours for the <br />month, and the total dollar payment requested. Unless specifically stated in Attachment "B" <br />or approved in writing in advance by the Kittitas County Board of Commissioners, the County <br />Professional Services Agreement <br />Page 3 <br />