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Revised 06/21 2 <br />quality, accuracy and timely completion and submission of all work related to the <br />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 <br />correct any and all errors, omissions, discrepancies, ambiguities, mistakes or <br />conflicts at no additional cost to the County. <br /> <br />iii) The County acknowledges and agrees that the Provider utilizes subcontracts in the <br />performance of its work as HMIS Lead Agency.. No subcontracting by Provider <br />shall create, between the County and the subcontractor, any contract or any other <br />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 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, the HMIS@NCCEH Operating <br />Policies and Procedures dated August 2021 (the “Policies and Procedures”) shall <br />have priority in any conflict between the terms of the Policies and Procedures and <br />the terms of this Agreement. The Policies and Procedures have been provided to <br />County and are available at: <br />https://www.ncceh.org/media/files/files/64524dd9/hmis-ncceh-operating-policies- <br />and-procedures-august-2021-final.pdf. Should any other documents be referenced in <br />this Agreement, the terms of this Agreement shall have priority in any conflict <br />between the terms of referenced documents and the terms of this Agreement, except <br />to the extent the terms of the other document conflicts with the Policies and <br />Procedures, in which case the Policies and Procedures shall have priority. <br /> <br />vii) Should this Agreement involve project designs, the construction or creation of <br />which is to be bid out or fulfilled by other contractors, and bidding or negotiation <br />with contractors produce prices which, when added to the other elements of the <br />approved total project cost, produce a cost that is in excess of the approved total <br />project cost, the Provider shall participate with the County in negotiation and <br />design adjustments to the extent such are necessary to obtain prices within the <br />approved total project cost. All activity of the Provider with respect to these <br />matters shall constitute Basic Services and shall be performed by the Provider <br />without additional compensation. If negotiation and design adjustments fail to <br />bring costs within the total project cost the County may reject all bids and <br />DocuSign Envelope ID: 15A54062-A0C2-4786-9B32-7A3F2AA86B05