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i) The Provider shall exercise reasonable care and diligence in performing services <br />under this Agreement in accordance with the standards generally accepted in the <br />profession and in accordance with applicable federal, state and local laws and <br />regulations applicable to the performance of these services. Provider is solely <br />responsible for the professional quality, accuracy and timely completion and/or <br />submission of all work related to the Basic Services. <br />ii) Provider shall be responsible for all errors or omissions, in the performance of the <br />Agreement, in connection with or arising directly or indirectly out of the <br />negligence of the Provider or subcontractors. Provider shall correct any and all <br />errors, omissions, discrepancies, ambiguities, mistakes or conflicts or arising <br />directly or indirectly out of the negligence of the Provider or subcontractors at no <br />additional cost to the County <br />iii) The Provider shall not, except as otherwise provided for in this Agreement, <br />subcontract the performance of any work under this Agreement without prior <br />written permission of the County. No permission for subcontracting shall create, <br />between the County and the subcontractor, any contract or any other relationship. <br />iN) Provider is an independent contractor of County. Any and all employees of the <br />Provider engaged by the Provider in the performance of any work or services <br />required of the Provider under this Agreement, shall be considered employees or <br />agents of the Provider only and not of the County, and any and all claims that may <br />or might arise under any workers compensation or other law or contract on behalf <br />of said employees while so engaged shall be the sole obligation and responsibility <br />of the Provider. <br />v l Provider agrees that Provider, its employees, agents and its subcontractors, if any, <br />shall be required to comply with all federal, state and local antidiscrimination <br />laws, regulations and policies that relate to the performance of Provider's services <br />under this Agreement. <br />v .) If activities related to the performance of this Agreement require specific licenses, <br />certifications, or related credentials Provider represents that it and/or its <br />employees, agents and subcontractors engaged in such activities possess such <br />licenses, certifications, or credentials and that such licenses certifications, or <br />credentials are current, active, and not in a state of suspension or revocation. <br />3. Basic Services <br />a. Basic Services. <br />i) The Provider shall perform as Basic Services the work and services described <br />herein and as specified in the County's Request for Proposals (the "RFP ") "RFP <br />Number 5181 for "Southern Orange Campus Master Plan" issued February 9, <br />2012, and the Provider's proposal, which are fully incorporated and integrated <br />herein by reference together with Attachments A - "Scope of Work, Schedule and <br />Budget "; and B - RFP #5181 Proposal dated February 27, 2012 (designate all <br />attachments). In the event a term or condition in any document or attachment <br />Revised July 210 2 <br />