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No permission for subcontracting shail create, between the County and the subcontractor, any <br />contract or any other relationship. <br />iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged <br />by the Provider in the performance of any work or services required of the Provider under this <br />Agreement, shall be considered employees or agents of the Provider only and not of the County, <br />and any and all claims that may or might arise under any workers compensation or other law or <br />contract on behalf of said employees while so engaged shall be the sole obligation and <br />responsibility of the Provider. <br />v) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be <br />required to comply with all federal, state and local antidiscrimination laws, regulations and <br />policies that relate to the performance of Provider's services under this Agreement. <br />vi) If activities related to the perforniance of this Agreement require specific licenses, certifications, <br />or related credentials Provider represents that it and/or its employees, agents and subcontractors <br />engaged in such activities possess such licenses, certifications, or credentials and that such <br />licenses certifications, or credentials are current, active, and not in a state of suspension or <br />revocation. <br />3. Basic Services <br />a. Basic Services. <br />i) The Provider shall perform as Basic Services the work and services described herein and as <br />specified in the County's Request for Proposals (the "RFP") "RFP Number N/A for "Contol <br />System Migration" issued September 20, 2011, and the Provider's proposal, which are fully <br />incorporated and integrated herein by reference together with Attachment A(designate all <br />attachments). In the event a term or condition in any document or attachment conflicts with a term <br />or condition of this Agreement the term or condition in this Agreement shall control. Should such <br />conflict arise the priority of documents shall be as follows: This Agreement, the County's RFP <br />together with attachments, Provider's Proposal together with attachments. <br />ii) The Basic Services will be performed by the Provider in accordance with the following schedule: <br />(Insert task list and milestone dates) <br />Task <br />1. Pre-Construction Meeting <br />2. System Engineering <br />3. Material Procurement <br />4. System Programming <br />5. System Installation <br />6. On-site Testing <br />7. Customer Training <br />Milestone Date <br />4/11/2012 <br />5/31/2012 <br />6/30/2012 <br />7/15/2012 <br />8/15/2012 <br />8/ 17/2012 <br />8/22/2012 <br />iii) Should County reasonably determine that Provider has not met the Milestone Dates established in <br />Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The <br />County, at its discretion may provide the Provider seven (7) days to cure the breach. County may <br />withhold the accompanying payment without penalty until such time as Provider cures the breach. <br />In the alternative, upon Provider's failure to meet any Milestone Date the County may modify the <br />Milestone Date schedule. Should Provider or its representatives fail to cure the breach within <br />seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately <br />terminate this Agreement in writing, without penalty or incurring further obligation to Provider. <br />This section shall not be interpreted to limit the definition of breach to the failure to meet <br />Milestone Dates. <br />4. Duration of Services <br />Revised July 2010 <br />2 <br />