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DocuSign Envelope ID:A551A38E-3703-439F-B000-AB96C3150AB4 <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): Provider will license, administer, and support a <br /> secure cloud-based implementation of Lex Loci's pre-arrest diversion software, <br /> customized for use exclusively by Orange County in administering their local OC-PAD <br /> program. Provider is responsible for: on-going administration of the environment, which <br /> is deployed on a dedicated Amazon Web Services environment; application support in <br /> accordance with the service level agreement described in Attachment A - Service Level <br /> Agreement; installing software updates and hot fixes as required. Provider will complete <br /> the following code enhancements before go-live: (1) Augmented analytics charts to <br /> include visualizations on assigned programs, referring agency, incident, and diversion <br /> process; (2) Minor, miscellaneous adjustments based on previously collected OC-PAD <br /> coordinator feedback. Provider will also conduct up to six hours of training over the term <br /> of the agreement to on-board various law enforcement <br /> Revised 10/17 <br /> 2 <br />