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written permission of the Sheriff. No permission for subcontracting shall <br />create, between the Sheriff and the subcontractor, any contract or any other <br />relationship. <br />iv.Provider is an independent contractor of the Sheriff. Any and all employees <br />of the Provider engaged by the Provider in the performance of any work or <br />services required of the Provider under this Agreement, shall be considered <br />employees or agents of the Provider only and not of the Sheriff, and any and <br />all claims that may or might arise under any workers compensation or other <br />law or contract on behalf of said employees while so engaged shall be the sole <br />obligation and responsibility of the Provider. <br />v.If activities related to the performance of this Agreement require specific <br />licenses, certifications, or related credentials, Provider represents that it 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 <br />in any conflict between the terms of referenced documents and the terms of <br />this Agreement. <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 <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 <br />the approved total project cost, the Provider shall participate with the Sheriff <br />in negotiation and design adjustments to the extent such are necessary to <br />obtain prices within the approved total project cost. All activity of the <br />Provider with respect to these matters shall constitute Basic Services and shall <br />be performed by the Provider without additional compensation. If negotiation <br />and design adjustments fail to bring costs within the total project cost the <br />Sheriff may reject all bids and Provider will redesign or reduce portions of the <br />project in an effort to reduce the bid prices to within Basic Services. If this <br />second letting for bids does not produce bids that are within the approved <br />total project cost initially or after negotiations with the contractor the cost is <br />not reduced to an amount within the total project cost, the Provider is not <br />obligated to engage in further redesign. <br />3.Basic Services <br />a.Basic Services. The Services to be rendered pursuant to this Agreement are as follows: <br />four (4) Axon Air, Skydio X2E Starter Kit (5GHz, color/thermal), Program <br />Management for Skydio Drones, Skydio Connect License, Skydio Autonomy <br />Enterprise for X2E, Skydio Autonomy Enterprise X2E Maintenance Support and as <br />detailed in Attachment A, entitled Quote-446041-44977.871SF issued February 20, <br />2023, attached hereto and incorporated by reference. <br />4.Duration of Services <br />a.Term. The term of this Agreement shall be from April 1, 2023 to March 31, 2026. <br />DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20