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DocuSign Envelope ID:CD64977C-17FD-49F0-9672-81D6326AF370 <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 /> 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): As described in Attachment A: Professional <br /> services, setup and implementation and training of Software on customer's hardware <br /> including: licenses for 12 vehicles which include Ecolane's Demand Response Transit <br /> (DRT) Software and Mobile Data Tablet (MDT) software; twelve (12) Android tablets, <br /> mounting hardware for 12 tables, and installation of all tablets and hardware into the <br /> Orange County Public Transportation (OCPT) Vehicles; Data Conversion (12 8-hour <br /> work days) of converting data and remote set up of both the DRT and MDT software, 15 <br /> 8-hour work days of onsite training and preparing to go live with the new system, 4 8- <br /> hour work days post-launch that Ecolane will dedicate to additional training/refresh and <br /> onsite surveying. Optional items included in Attachment A will be offered at those <br /> prices throughout the term of this agreement but shall not be engaged except by written <br /> amendment to this agreement. <br /> Revised 10/17 <br /> 2 <br />