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iv)Provider is an independent contractor of County. Any and all employees of the Provider engaged by the <br />Provider in the performance of any work or services required of the Provider under this Agreement, shall <br />be considered employees or agents of the Provider only and not of the County, and any and all claims that <br />may or might arise under any workers compensation or other law or contract on behalf of said employees <br />while so 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, certifications, or related <br />credentials Provider represents that it or its employees, agents and subcontractors engaged in such <br />activities possess such licenses, certifications, or credentials and that such licenses certifications, or <br />credentials are 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 terms of this Agreement <br />shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or <br />addenda. <br />vii)Should this Agreement involve project designs, the construction or creation of which is to be bid out or <br />fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when <br />added to the other elements of the approved total project cost, produce a cost that is in excess of the <br />approved total project cost, the Provider shall participate with the County in negotiation and design <br />adjustments to the extent such are necessary to obtain prices within the approved total project cost. All <br />activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed <br />by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs <br />within the total project cost the County may reject all bids and Provider will redesign or reduce portions <br />of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One <br />such redesign is included within Basic Services. If this second letting for bids does not produce bids that <br />are within the approved total project cost initially or after negotiations with the contractor the cost is not <br />reduced to an amount within the total project cost, the Provider is not obligated to engage in further <br />redesign. <br />3.Basic Services <br />a.Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to <br />be provided): The services and agreements per ESO Subscription Agreement (attached as an Appendix A) ESO <br />EHR Suite, EHR Cardiac Monitor Integration, EHR Daily Backup, EHR Billing Interface, EHR Cad Integration <br />($29,768.43) ; ESO Billing – Patient Care Report Import, Billing Software Subscription ($12,170.23); HDE <br />Payer Insight to ESO Billing, HDE -EPCR Connection ($9,995.00) <br />4.Duration of Services <br />a.Term. The term of this Agreement shall be from 9/29/2025 to 9/28/2026. <br />b.Scheduling of Services. <br />i)The Provider shall schedule and perform its activities in a timely manner. <br />ii)Should the County determine that the Provider is behind schedule, it may require the Provider to expedite <br />and accelerate its efforts, including providing additional resources and working overtime, as necessary, to <br />perform its services in accordance with the approved project schedule at no additional cost to the County. <br />iii)The Commencement Date for the Provider's Basic Services shall be 9/29/2025. <br />5. Compensation <br />a.Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the <br />Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this <br />Agreement. The maximum amount payable for Basic Services shall not exceed Fifty-one thousand nine hundred <br />Docusign Envelope ID: 2EFF50EF-3BF5-8C99-8339-765A7C3D837E