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Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 <br /> 3 <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 /> ARPA Sourced 01/22 FINAL <br />