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K <br />i) The Provider shall exercise reasonable care and diligence in performing services <br />under this Agreement in accordance with the highest generally accepted standards <br />of this type of Provider practice throughout the United States and in accordance <br />with applicable federal, state and local laws and regulations applicable to the <br />performance of these services. Provider is solely responsible for the professional <br />quality, accuracy and timely completion and /or submission of all work related to <br />the Basic Services. <br />ii) Provider shall be responsible for all errors or omissions, in the performance of the <br />Agreement. Provider shall correct any and all errors, omissions, discrepancies, <br />ambiguities, mistakes or conflicts at no 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 />iv) 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) 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 />vi) 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 Estimated Cost and Service Proposal provided by <br />Starpoint Global Services for Orange County Enterprise Scanning (the <br />"Proposal ") dated December 2, 2013, which is fully incorporated and integrated <br />herein by reference together with Attachments B -G, Additional Terms and <br />Conditions, Exhibit B, Business Associate Agreement, Exhibit C, Storage <br />Agreement, Exhibit D, Container Transmittal, Exhibit E, Authority for Access, <br />Exhibit F, and StarPoint Global Services Price List as of January 1, 2012, Exhibit <br />G, all of which are hereby incorporated into this Agreement and shall be taken <br />Revised 9/13 2 <br />