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iii. The Provider shall not, except as otherwise provided for in this Agreement, <br />subcontract the performance of any work under this Agreement without <br />prior written permission of the Sheriff. No permission for subcontracting <br />shall create, between the Sheriff and the subcontractor, any contract or any <br />other 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 <br />sole 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 <br />such licenses, certifications, or credentials, and that such licenses, <br />certifications, or credentials are current, active, and not in a state of <br />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 <br />of 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 <br />of the approved total project cost, the Provider shall participate with the <br />Sheriff in negotiation and design adjustments to the extent such are <br />necessary to obtain prices within the approved total project cost. All activity <br />of the Provider with respect to these matters shall constitute Basic Services <br />and shall be performed by the Provider without additional compensation. If <br />negotiation and design adjustments fail to bring costs within the total project <br />cost the Sheriff may reject all bids and Provider will redesign or reduce <br />portions of the project in an effort to reduce the bid prices to within Basic <br />Services. If this second letting for bids does not produce bids that are within <br />the approved total project cost initially or after negotiations with the <br />contractor the cost is not reduced to an amount within the total project cost, <br />the Provider is not 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 <br />follows: provision of an app for both Apple and Android users, including providing <br />a mockup design, integration support and maintenance, marketing kit and video and <br />as described in Attachment A, attached hereto and incorporated by reference, dated <br />May 16, 2022. <br />DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E