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GENERAL CONDITIONS <br />Scope of Contractor's Services: <br />Contractor agrees to provide to the County services and any materials set forth in the <br />Project narrative, as Project is defined in Exhibit A and as further described in all <br />Exhibits, as attached to this Agreement, during the Agreement period. No material, <br />labor, or facilities will be furnished by the County, unless otherwise provided for in this <br />Agreement. <br />2. Performance of Work: <br />Contractor shall perform work in accordance with, and shall comply with, all the <br />provisions of this Agreement. All work shall comply with applicable codes and <br />ordinances. <br />3. Schedule of Performance: <br />Unless directed otherwise by the County, Contractor shall perform the work in <br />accordance with any schedule made a part of this Agreement. <br />4. Definitions: <br />4.1 "Additional Insureds" means the County, its successors and assigns, and the <br />respective directors, officers, employees, agents, and representatives of the <br />County and its successors and assigns. <br />4.2 "Contractor" means the following: Contractor's directors, officers, employees, <br />agents, and representatives; and subcontractors of any tier; the respective <br />directors, officers, employees, agents, and representatives of these subcontractors <br />of any tier; and any other person or entity acting under the direction or control of, <br />or on behalf of, Contractor or any Contractor's subcontractors of any tier in <br />connection with or incident to the performance of the Work of this Agreement. <br />4.3 The "Work" means all of the duties listed in Exhibit A and the performance of all <br />other obligations under this Agreement by Contractor. <br />5. Accounting andPayment for Contractor Services: <br />The County shall reimburse Contractor monthly for all itemized eligible expenses on <br />invoices from Contractor, as set forth more fully in Exhibit A, Section 5, and pursuant to <br />the requirements, processes, and terms for the County to seek reimbursement from the <br />Department of Commerce for the Project expenditures, as set forth in Section 9 of the <br />Grant Agreement and Sections 4.4 and 4.5 of the Grant Handbook. Within fifteen (15) <br />days from the County's receipt of reimbursement from the Department of Commerce for <br />Contractor's eligible expenses, the County shall reimburse Contractor for such expenses, <br />but generally no later than sixty (60) days from the date of invoice submission by the <br />Contractor, requiring the County to timely submit the invoices for reimbursement from <br />the Department of Commerce. If any invoice for eligible expenses submitted by <br />Contractor to the County has not been reimbursed within seventy-five (75) days <br />Professional Services Agreement <br />Page 3 of 35 <br />