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of receipt thereof. The failure by Consultant to provide such additional coverage shall <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, arising out of or related to 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 />u pon 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 />o ut 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 bedetermined on <br />the basis of the hours of work performed by the Consultant or the percentage of work <br />completed 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 />o r other obligation to the Consultant, elect to employ other persons to perform the same <br />o r 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 />C:\Users\Iliki\AppData\Localtilicrosoft\Windows\Temporary Internet Files\Content.Outlook\OBZGW4N4\General Roof Contract <br />Agreement Jay Ammon.doc <br />