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constitute a default by Consultant and shall be grounds for termination of this Agreement by the COUNTY . 7 . 10 The Consultant shall indemnify and hold harmless the COUNTY , and its officers and employees , from liabilities , damages , losses , and costs , including , but not limited to , reasonable attorneys ' fees , to the extent caused by the negligence , recklessness , or intentionally wrongful conduct of the Consultant and other persons employed or utilized by the Consultant in the performance of this Agreement . 8 , TERMINATION . 8 . 1 This Agreement may be terminated : ( a ) by the COUNTY , for any reason , upon thirty ( 30 ) days ' prior written notice to the Consultant , or ( b ) by the Consultant , for any reason , upon thirty ( 30 ) days ' prior written notice to the COUNTY , or ( c ) by the mutual Agreement of the parties , or d ) as may otherwise be provided below . In the event of the termination of this Agreement , any liability of one party to the other arising out of any Services rendered , or for any act or event occurring prior to the termination , shall not be terminated or released . 8 . 2 In the event of termination by the COUNTY , the COUNTY ' s sole obligation to the Consultant shall be payment for those portions of satisfactorily completed work previously authorized by approved Work Order . Such payment shall be determined on the basis of the hours of work performed by the Consultant , or the percentage of work complete as estimated by the Consultant and agreed upon by the COUNTY up to the time of termination . In the event of such termination , the COUNTY may , without penalty or other obligation to the Consultant , elect to employ other persons to perform the same or similar services . 8 . 3 The obligation to provide services under this Agreement may be terminated by either party upon seven ( 7 ) days prior written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement through no fault of the terminating party . 8 . 4 In the event that the Consultant merges with another company , becomes a subsidiary of , or makes any other substantial change in structure , the COUNTY reserves the right to terminate this Agreement in accordance with its terms . 8 . 5 In the event of termination of this Agreement , the Consultant agrees to surrender any and all documents prepared by the Consultant for the COUNTY in connection with this Agreement . 8 . 6 The COUNTY may terminate this Agreement for refusal by the Consultant to allow public access to all documents , papers , letters , or other material subject to the provisions of Chapter 119 Florida Statutes and made or received by the Consultant in conjunction with this Agreement . 9 F : \ Utilities \UTILITY - Engineering\Projects - Utility Construction Permits\IRC Water and Wastewater Continuing Consultant Services UCP #2020\Continuing Contract 2011 \Consultant Agreements\Carollo Contract Agreement . doc