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DocuSign Envelope ID: 7796CD94- 342E- 40D0- B7C3- A2B604F926B4 <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 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. The Provider shall perform as Basic Services the work and services <br />described herein and as specified in the County's Request for Proposals or Request for <br />Qualifications (the "RFP ") "RFP Number 5247 for "Commercial Organic Waste <br />Collection, Hauling, and Processing Services" issued March 23, 2018, and the Provider's <br />proposal, which are fully incorporated and integrated herein by reference together with <br />Attachments A and B (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 term or <br />condition in this Agreement shall control. Should such conflict arise the priority of <br />documents shall be as follows: This Agreement, the County's RFP together with <br />attachments, Provider's Proposal together with attachments. <br />4. Duration of Services <br />Revised 10/17 2 <br />