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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) To the extent permitted under North Carolina law, Provider shall be responsible <br />for the negligent errors or omissions of its agents, contractors, and employees in <br />the performance of this Agreement. <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. Should a request for proposals and a proposal be referenced the <br />terms of the request for proposals shall have priority over the terms of any <br />proposal. <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): Contract psychiatrist services, approximately 8 <br />hours per month, at the Orange County Detention Center. Please see attached <br />Appendix 1 for additional information about the Basic Service and related terms. <br />4. Duration of Services <br />a. Term. The term of this Agreement shall be from June 29, 2018 to June 30, 2019. <br />Revised 10/17 <br />2 <br />