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Docusign Envelope ID : EF1EEE70-841D4BBC-A429-CADADA6E1ED9 <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 /> 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 /> 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 <br /> terms of such referenced documents , exhibits , or addenda . <br /> vii) 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 /> Revised O1 / 24 <br /> 2 <br />