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ARPA Sourced 01/22 <br /> <br /> <br />i) The Provider shall exercise reasonable care and diligence in performing services under <br />this Agreement in accordance with the highest generally accepted standards of this type <br />of Provider practice throughout the United States and in accordance with applicable <br />federal, state and local laws and regulations applicable to the performance of these <br />services. Provider is solely responsible for the professional quality, accuracy and <br />timely completion and submission of all work related to 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 any <br />and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no <br />additional cost to the County. <br /> <br />iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract <br />the performance of any work under this Agreement without prior written permission of <br />the County. No permission for subcontracting shall create, between the County and the <br />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 required <br />of the Provider under this Agreement, shall be considered employees or agents of the <br />Provider only and not of the County, and any and all claims that may or might arise <br />under any workers compensation or other law or contract on behalf of said employees <br />while so engaged shall be the sole obligation and responsibility 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, agents <br />and subcontractors engaged in such activities possess such licenses, certifications, or <br />credentials and that such licenses certifications, or credentials are current, active, and <br />not in a state of suspension or revocation. <br /> <br />vi) In determining the Basic Services to be provided, should any documents be referenced <br />in 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 />that in any such conflict involving Addendum 1, Addendum 1 shall control. <br /> <br />vii) Should this Agreement involve project designs, the construction or creation of which is <br />to be bid out or fulfilled by other contractors, and bidding or negotiation with <br />contractors produce prices which, when added to the other elements of the approved <br />total project cost, produce a cost that is in excess of the approved total project cost, the <br />Provider shall participate with the County in negotiation and design adjustments to the <br />extent such are necessary to obtain prices within the approved total project cost. All <br />activity of the Provider with respect to these matters shall constitute Basic Services and <br />shall be performed by the Provider without additional compensation. If negotiation <br />and design adjustments fail to bring costs within the total project cost the County may <br />DocuSign Envelope ID: 525A8B6B-84A9-4382-81AD-B52736EB0728