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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 of <br />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 all <br />claims that may or might arise under any workers compensation or other law or <br />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 in <br />any conflict between the terms of referenced documents and the terms of this <br />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 in <br />negotiation and design adjustments to the extent such are necessary to obtain <br />prices within the approved total project cost. All activity of the Provider with <br />respect to these matters shall constitute Basic Services and shall be performed <br />by the Provider without additional compensation. If negotiation and design <br />adjustments fail to bring costs within the total project cost the Sheriff may reject <br />all bids and Provider will redesign or reduce portions of the project in an effort <br />to reduce the bid prices to within Basic Services. If this second letting for bids <br />does not produce bids that are within the approved total project cost initially or <br />after negotiations with the contractor the cost is not reduced to an amount <br />within the total project cost, the Provider is not obligated to engage in further <br />redesign. <br />3. Basic Services <br />a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows: <br />replacement of two hard drives at the Orange County Detention Center and placing all <br />video servers on the network as detailed in Exhibit A, attached hereto and incorporated <br />by reference. <br />4. Duration of Services <br />a. Term. The term of this Agreement shall be from February 26, 2024 to March 31, 2024. <br />b. Scheduling of Services. <br />i. The Provider shall schedule and perform its activities in a timely manner. <br />DocuSign Envelope ID: ADE03713-90A3-48FF-817B-A7286E2D5F08