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Revised 01/24 2 <br />and diligence as is ordinarily possessed and exercised by a consultant performing <br />the same or similar services at the same time and in the same locality and in <br />accordance with 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. (Project Specific Revision 10/24/24) <br /> <br />ii) Provider shall be responsible for all errors or omissions of its contractors, <br />employees, or assigns in the performance of the Agreement. Provider shall correct <br />any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in <br />documents prepared by the Provider and provided to the County at no additional <br />cost to the County. (Project Specific Revision 10/24/24) <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 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 />bid prices to within the total project cost and rebid the project. One such redesign <br />is included within Basic Services. If this second letting for bids does not produce <br />bids that are within the approved total project cost initially or after negotiations <br />with the contractor the cost is not reduced to an amount within the total project <br />cost, the Provider is not obligated to engage in further redesign. <br />Docusign Envelope ID: 73BAFF62-697C-44F5-A88A-7BBB472A47F6