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FEB-02-1996 06:47 P.03i13
<br /> iii) EXCEPT AS EXPRESSLY PROVIDED ABOVE, PROVIDER MAKES NO
<br /> REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
<br /> EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
<br /> PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE
<br /> SERVICES OR ANY DELIVERABLES PROVIDED HEREUNDER, ALL OF WHICH ARE
<br /> HEREBY EXPRESSLY DISCLAIMED. FURTHERMORE, NO REPRESENTATIONS OR
<br /> WARRANTIES ARE MADE AS TO THE EFFICACY OR VALUE OF ANY SERVICES OR
<br /> DELIVERABLES PROVIDED HEREUNDER, THIS SECTION SETS FORTH THE ONLY
<br /> WARRANTIES PROVIDED BY PROVIDER CONCERNING THE SERVICES, ANY
<br /> DELIVERABLES PROVIDED HEREUNDER OR OTHERWISE. County's exclusive remedy
<br /> for any claim arising out of or relating to this Agreement shall be for Provider, in its sole
<br /> discretion, upon receipt of written notice, either(a)to use commercially reasonable efforts
<br /> to cure, at its expense,the matter that gave rise to the claim for which Provider is at fault, or
<br /> (b) to return to County the fees paid by County to Provider for the particular Service
<br /> provided that gives rise to the claim. Notwithstanding any provision of this Agreement,
<br /> Provider shall not be responsible for operator errors, County hardware defects, failure of
<br /> operating system software or other third party software or products, or any liability or
<br /> damage resulting from changes or modifications in any deliverables provided hereunder
<br /> made by any party other than Provider. County shall not at any time allege that the above
<br /> remedy fails its essential purpose.
<br /> iv) The Provider shall not, except as otherwise provided for in this Agreement, subcontract
<br /> the performance of any work under this Agreement without prior written permission of the
<br /> County. No permission for subcontracting shall create, between the County and the
<br /> subcontractor, any contract or any other relationship.
<br /> v) Provider is,an independent contractor of County. Any and all employees of the Provider
<br /> engaged by the Provider in the performance of any work or services required of the
<br /> Provider under this Agreement, shall be considered employees or agents of the Provider
<br /> only and not of the County, and any and all claims that may or might arise under any
<br /> workers compensation or other law or contract on.behalf of said employees while so
<br /> engaged shall be the sole obligation and responsibility of the Provider.
<br /> vi) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall
<br /> be required to comply with all federal, state and local antidiscrimination laws, regulations
<br /> and policies that relate to the performance of Provider's services under this Agreement.
<br /> vii) Except as otherwise provided for in this Agreement, Provider shall be responsible for all
<br /> of its own expenses incurred in the performance of the Basic Services, including travel,
<br /> lodging and meals,fees and expenses of subcontractors, and the cost of any materials or
<br /> equipment purchased by Provider for the County or for use by Provider specifically to
<br /> perform the Services.
<br /> viii) If activities related to the performance of this Agreement require specific licenses,
<br /> certifications, or related credentials Provider represents that it and/or its employees,
<br /> agents and subcontractors engaged in such activities possess such licenses,
<br /> certifications, or credentials and that such licenses certifications, or credentials are
<br /> current, active, and not in a state of suspension or revocation.
<br /> 3. Basic Services
<br /> a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully
<br /> describe services to be provided): Brand development, strategic direction, logo, slogan/tagline,
<br /> campaign look & feel, copywriting, printed identity & marketing materials, website design and
<br /> development, and marketing and public relations support described in Provider's Proposal and
<br /> attached hereto and incorporated herein as Attachment A.)
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