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Revised 01/24 <br />2 <br />2. Responsibilities of the Provider <br /> <br />a. Services to be provided. The Provider shall provide the County with all services <br />required in Section 3 to satisfactorily complete the Project within the time limitations set <br />forth herein and in accordance with the highest professional standards. <br /> <br />b. Standard of Care. <br /> <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 /> <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 /> <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 /> <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 /> <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 /> <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, or addenda. <br /> <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 />Docusign Envelope ID: 3005F033-5AAB-4F9E-AC10-EBB0979D7CE7