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Revised 04/23 <br />2 <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 correct <br />any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at <br />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 terms <br />of this Agreement shall have priority in any conflict with or among the terms of <br />such referenced documents, exhibits. <br /> <br />vii) Should this Agreement involve project designs, the construction or creation of which <br />is to be bid out or fulfilled by other contractors, and bidding or negotiation with <br />contractors produce prices which, when added to the other elements of the approved <br />total project cost, produce a cost that is in excess of the approved total project cost, <br />the Provider shall participate with the County in negotiation and design adjustments <br />to the extent such are necessary to obtain prices within the approved total project cost. <br />All activity of the Provider with respect to these matters shall constitute Basic <br />Services and shall be performed by the Provider without additional compensation. If <br />negotiation and design adjustments fail to bring costs within the total project cost <br />the County may reject all bids and Provider will redesign or reduce portions of <br />the project in an effort to reduce the bid prices to within the total project cost and <br />rebid the project. One such redesign is included within Basic Services. If this second <br />letting for bids does not produce bids that are within the approved total project cost <br />initially or after negotiations with the contractor the cost is not reduced to an <br />amount within the total project cost, the Provider is not obligated to engage in further <br />redesign. <br />Docusign Envelope ID: 61088215-2B63-459D-818C-D5144B62FEE5