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DocuSign Envelope ID:02AF12D1-0813-451A-8583-4D5F238D439E <br /> b. Standard of Care. <br /> i) The Provider shall exercise reasonable care and diligence in performing services <br /> under this Agreement in accordance with the highest generally accepted standards <br /> of this type of Provider practice throughout the United States and in accordance <br /> with applicable federal, state and local laws and regulations applicable to the <br /> performance of these services. Provider is solely responsible for the professional <br /> quality, accuracy and timely completion and submission of all work related to the <br /> 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 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 /> vi) Should any documents, exhibits, or addenda be attached to this Agreement, the <br /> terms of this Agreement shall have priority in any conflict with or among the <br /> terms of such referenced documents, exhibits. <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 /> Provider will redesign or reduce portions of the project in an effort to reduce the <br /> Revised 04/23 <br /> 2 <br />