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DocuSign Envelope ID: C5D7A09B -E62C- 4706- B97F- 522235BC2DD9 <br />a. Services to be provided. The Provider shall provide the County with all Basic Services <br />required in Section 3 to satisfactorily complete the Project within the time limitations set <br />forth herein and in accordance with commercially reasonable professional standards. <br />b. Standard of Care. <br />i) The Provider shall exercise reasonable care and diligence in performing Basic <br />Services under this Agreement in accordance with the commercially reasonable <br />standards of this type of Provider practice throughout the United States and in <br />accordance with applicable federal, state and local laws and regulations applicable <br />to the performance of these Basic Services. Provider is solely responsible for the <br />professional quality, accuracy and timely completion and /or submission of all <br />work related to 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. Subject to the terms <br />of this Agreement, Provider shall correct any and all errors, omissions, <br />discrepancies, ambiguities, mistakes or conflicts at no additional cost to the <br />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 />vi) In determining the Basic Services to be provided, should any documents be <br />referenced in this Agreement, the terms of this Agreement shall have priority in <br />any conflict between the terms of referenced documents and the terms of this <br />Agreement. <br />3. Basic Services <br />a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows <br />(fully describe services to be provided): (a) Shred -it will provide containers and other <br />Revised 10/17 <br />2 <br />