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DocuSign Envelope ID: D1041CA6-DBD4-42BE-8B32-7C592BF2BA15 <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 of its agents, contractors, <br /> employees, or assigns in the performance of the Agreement. Provider shall <br /> correct any and all errors, omissions, discrepancies, ambiguities, mistakes or <br /> 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) 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 or Request for <br /> Qualifications (the "RFP") "RFP Number 5220 for "Enterprise Asset Management <br /> Software" issued May 5 , 2016, and the Provider's proposal, which are fully <br /> incorporated and integrated herein by reference together with Attachments Abstract, <br /> AMS - TMA Insurance General-Professional Liability, AMS - TMA Quote — <br /> Project Plan, AMS - TMA Terms Document, Orange County RFP #5220 Response - <br /> TMA Systems (designate all attachments). In the event a term or condition in any <br /> document or attachment conflicts with a term or condition of this Agreement the <br /> term or condition in this Agreement shall control. Should such conflict arise the <br /> 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 <br /> following schedule: (Insert task list and milestone dates) <br /> Task Milestone Date <br /> Revised 6/16 2 <br />