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a <br /> constitute a default by Consultant and shall be grounds for termination of this <br /> Agreement by the COUNTY . <br /> 7 . 10 The Consultant shall indemnify and hold harmless the COUNTY , and its <br /> officers and employees , from liabilities , damages , losses , and costs , including , but not <br /> limited to , reasonable attorneys ' fees , to the extent caused by the negligence , <br /> recklessness , or intentionally wrongful conduct of the Consultant and other persons <br /> employed or utilized by the Consultant in the performance of this Agreement . <br /> 8 , TERMINATION , <br /> 8 . 1 This Agreement may be terminated : (a ) by the COUNTY , for any reason , <br /> upon thirty (30 ) days ' prior written notice to the Consultant ; or ( b ) by the Consultant , for <br /> any reason , upon thirty (30 ) days ' prior written notice to the COUNTY ; or (c) by the <br /> mutual Agreement of the parties ; or d ) as may otherwise be provided below. In the <br /> event of the termination of this Agreement , any liability of one party to the other arising <br /> out of any Services rendered , or for any act or event occurring prior to the termination , <br /> shall not be terminated or released . <br /> 8 . 2 In the event of termination by the COUNTY , the COUNTY's sole obligation <br /> to the Consultant shall be payment for those portions of satisfactorily completed work <br /> previously authorized by approved Work Order. Such payment shall be determined on <br /> the basis of the hours of work performed by the Consultant , or the percentage of work <br /> complete as estimated by the Consultant and agreed upon by the COUNTY up to the <br /> time of termination . In the event of such termination , the COUNTY may, without penalty <br /> or other obligation to the Consultant , elect to employ other persons to perform the same <br /> or similar services . <br /> 8 . 3 The obligation to provide services under this Agreement may be <br /> terminated by either party upon seven ( 7 ) days prior written notice in the event of <br /> substantial failure by the other party to perform in accordance with the terms of this <br /> Agreement through no fault of the terminating party. <br /> 8 . 4 In the event that the Consultant merges with another company, becomes <br /> a subsidiary of, or makes any other substantial change in structure , the COUNTY <br /> reserves the right to terminate this Agreement in accordance with its terms . <br /> 8 . 5 In the event of termination of this Agreement , the Consultant agrees to <br /> surrender any and all documents prepared by the Consultant for the COUNTY in <br /> connection with this Agreement . <br /> 8 . 6 The COUNTY may terminate this Agreement for refusal by the Consultant <br /> to allow public access to all documents , papers , letters , or other material subject to the <br /> provisions of Chapter 119 Florida Statutes and made or received by the Consultant in <br /> conjunction with this Agreement . <br /> 9 <br /> F:WttorneyVneAUnMASTELLER MOLER 2004 work order agreement for UT water and wastewater.doc <br />