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ARPA Sourced 01/22 FINAL <br />i)The Provider shall exercise reasonable care and diligence in performing Basic Services <br />under this Agreement in accordance with the highest generally accepted standards of this <br />type 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 Basic <br />Services. Provider is solely responsible for the professional quality, accuracy and timely <br />completion and submission of all work related to the 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 correct any <br />and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no <br />additional cost to the County. <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 />iv)Provider is an independent contractor of County. Any and all employees of the Provider <br />engaged by the Provider in the performance of any work or services required of the <br />Provider under this Agreement, shall be considered employees or agents of the Provider <br />only and not of the County, and any and all claims that may or might arise under any <br />workers compensation or other applicable law or contract executed by Provider and <br />creating an affirmative obligation(s) for Provider on behalf of said employees while so <br />engaged shall be the sole obligation and responsibility 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, 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 not <br />in a state of suspension or revocation. <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 that <br />in any such conflict involving Addendum 1, Addendum 1 shall control. <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 contractors <br />produce prices which, when added to the other elements of the approved total project <br />cost, produce a cost that is in excess of the approved total project cost, the Provider shall <br />participate with the County in negotiation and design adjustments to the extent such are <br />necessary to 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 be <br />performed by the Provider without additional compensation. If negotiation and design <br />adjustments fail to bring costs within the total project cost the County may reject all bids <br />Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6