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Revised 01/24 <br />2 <br />a. Services to be provided. The Provider shall provide the County with all services required <br />in Section 3 to satisfactorily complete the Project within the time limitations set forth <br />herein and in accordance with the highest professional standards. <br />b. Standard of Care. <br />i) The Provider shall exercise reasonable care and diligence in performing services <br />under this Agreement in accordance with the generally accepted standards of this <br />type of Provider practice throughout the United States and in accordance with <br />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 />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 />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 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 terms <br />of such referenced documents, exhibits, or addenda. <br />vii) [Contract Specific Omission 7/28/25] <br />3. Basic Services <br />Docusign Envelope ID: 19ADE9A7-EF85-4E79-8DB7-A8A9198E1178