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Revised 04/23 <br />2 <br /> <br />i) By executing this Agreement, the Provider represents and agrees that Provider is <br />qualified to perform and fully capable of performing and providing the services <br />required or necessary under this Agreement in a fully competent, professional and <br />timely manner. <br /> <br />ii) Time is of the essence with respect to this Agreement. <br /> <br />iii) The services to be performed under this Agreement consist of Basic Services, as <br />described and designated in Section 3 hereof. Compensation to the Provider for <br />Basic Services under this Agreement shall be as set forth herein. <br /> <br />2. Responsibilities of the Provider <br /> <br />a. Services to be provided. The Provider shall provide the County with services agreed <br />upon in each requested Task Order by way of an approved scope of work and fee <br />associated Notice to Proceed with the time limitations set forth in each Task Order and <br />in accordance with the highest professional standards. (Contract Specific Change <br />12/20/23) <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 />DocuSign Envelope ID: 42768609-3F6E-4668-8792-E66DBE7E5727Docusign Envelope ID: E3C82AF9-C0C9-41FF-91F0-20E620FC083F