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Revised 11/19 <br />2 <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. <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 <br />prices within the approved total project cost. All activity of the Provider with <br />respect to these matters shall constitute Basic Services and shall be performed by <br />the Provider without additional compensation. If negotiation and design <br />adjustments fail to bring costs within the total project cost the County may reject <br />all bids and Provider will redesign and/or reduce portions of the project in an <br />effort to reduce the bid prices to within the total project cost and rebid the project. <br />One such redesign is included within Basic Services. If this second letting for <br />bids does not produce bids that are within the approved total project cost initially <br />or after negotiations with the contractor the cost is not reduced to an amount <br />within the total project cost, the Provider is not obligated to engage in further <br />redesign. <br />DocuSign Envelope ID: 1B4B55D0-84E7-4A11-962F-D32AEEA6E1E1