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2 <br /> <br /> <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 /> <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 correct <br />any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at <br />no additional cost to the County. <br /> <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 /> <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 /> <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 employees, <br />agents and subcontractors engaged in such activities possess such licenses, <br />certifications, or credentials and that such licenses certifications, or credentials are <br />current, active, and not in a state of suspension or revocation. <br /> <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 any <br />conflict between the terms of referenced documents and the terms of this <br />Agreement. <br /> <br />vii) Should this Agreement involve project designs, the construction or creation of <br />which is to be bid out and/or fulfilled by other contractors, and bidding or <br />negotiation with contractors produce prices which, when added to the other <br />elements of the approved total project cost, produce a cost that is in excess of the <br />approved total project cost, the Provider shall participate with the County in <br />negotiation and design adjustments to the extent such are necessary to obtain prices <br />within the approved total project cost. All activity of the Provider with respect to <br />these matters shall constitute Basic Services and shall be performed by the Provider <br />without additional compensation. If negotiation and design adjustments fail to <br />DocuSign Envelope ID: 1C0795C4-E5F5-4D2B-A734-9175427D7278