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payments for services shall be made to the Contractor by the County in accordance with the Florida Prompt Payment Act (2005), Section 218.70, Florida Statutes, et seq. 3. INSURANCE. 3.1. The Contractor shall not commence to perform the Services under this Agreement until it has obtained all the insurance required under this Agreement, set forth in Exhibit "C" attached hereto and incorporated herein by this reference in its entirety, and such certificates of insurance have been approved by the County's Risk Manager. The cost of such insurance shall be included in the Contractor's compensation. The County, by and through its Risk Manager, reserves the right periodically to review any and all policies of insurance and reasonably to adjust the limits of coverage required .hereunder, from time to time throughout the term of this Agreement. In such event, the County shall provide the Contractor with separate written notice of such adjusted limits and Contractor shall comply within thirty (30) days of receipt thereof. The failure by Contractor to provide such additional coverage may constitute a default by Contractor and shall be grounds for termination of this Agreement by the County. 4. TERM; TERMINATION, 4.1. This Agreement shall remain in effect from the Effective Date until the later of December 31, 2006, or completion of the Services and delivery of all required deliverables, subject to sooner termination as provided herein. 4.2. This Agreement may be terminated: (a) by the County, for any reason, upon at least thirty (30) days' prior written notice to the Contractor; or (b) by the Contractor, for any reason, upon at least 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. 4.3. In the event of termination by the County, the County's sole obligation to the Contractor shall be payment for those portions of satisfactorily completed work under this Agreement. Such payment shall be determined on the basis of the hours of work performed by the Contractor, or the percentage of work complete as estimated by the Contractor 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 Contractor, elect to employ other persons to perform the same or similar services. 4.4. 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. 4.5. In the event that the Contractor 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. 2