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be made to the Contractor by the County in accordance with the Florida Prompt Payment <br /> Act (2004), Section 218 . 70, Florida Statutes, et seq . , attached hereto and incorporated <br /> herein by this reference in its entirety. <br /> 3. INSURANCE: INDEMNIFICATION . <br /> 3 . 1 . The Contractor shall not commence to perform the Services under this Agreement <br /> until it has obtained all the following insurance required under this Agreement: required <br /> workers' compensation , general liability; and professional liability of no less than $ 1 million <br /> and non-owners auto insurance, and such certificates of insurance have been approved by <br /> the County' s Risk Manager. The cost of such insurance shall be included in the <br /> Contractor' s fee. The County, by and through its Risk Manager, reserves the right <br /> periodically to review any and all policies of insurance and reasonably to adjust the limits <br /> of coverage required hereunder, from time to time throughout the term of this Agreement. <br /> In such event, the County shall provide the Contractor with separate written notice of such <br /> adjusted limits and Contractor shall comply within thirty (30) days of receipt thereof. The <br /> failure by Contractor to provide such additional coverage may constitute a default by <br /> Contractor and shall be grounds for termination of this Agreement by the County. <br /> 4. TERM ; TERMINATION . <br /> 4. 1 . This Agreement shall remain in effect for a term of 45 days from the date of <br /> execution of this Agreement, subject to sooner termination as provided herein . <br /> 4. 2 . This Agreement may be terminated : ( a) by the County, for any reason , upon at least <br /> thirty (30) days' prior written notice to the Contractor, or ( b) by the Contractor, for any <br /> reason , upon at least 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 event <br /> of the termination of this Agreement, any liability of one party to the other arising out of any <br /> Services rendered , or for any act or event occurring prior to the termination , shall not be <br /> terminated or released . <br /> 4 . 3 . In the event of termination by the County, the County' s sole obligation to the <br /> Contractor shall be payment for those portions of satisfactorily completed work under this <br /> Agreement. Such payment shall be determined on the basis of the hours of work <br /> performed by the Contractor, or the percentage of work complete as estimated by the <br /> Contractor and agreed upon by the County up to the time of termination . In the event of <br /> such termination , the County may, without penalty or other obligation to the Contractor, <br /> elect to employ other persons to perform the same or similar services. <br /> 4 . 4. The obligation to provide services under this Agreement may be terminated by either <br /> party upon three (3) days prior written notice in the event of substantial failure by the other <br /> party to perform in accordance with the terms of this Agreement through no fault of the <br /> terminating party. <br /> 4 . 5 . In the event that the Contractor merges with another company, becomes a <br /> subsidiary of, or makes any other substantial change in structure , the County reserves the <br /> right to terminate this Agreement in accordance with its terms . <br /> 2 <br />