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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. 7.2 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 previously authorized by approved Work Authorization. Such payment shall be determined on the basis of the hours of work performed by the CONTRACTOR, or the percentage of work completed 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. 7.3 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. 7.4 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. 7.5 In the event of termination of this Agreement, the CONTRACTOR agrees to surrender any and all documents prepared by the CONTRACTOR for the COUNTY in connection with this Agreement. 7.6 The COUNTY may terminate this Agreement for refusal by the CONTRACTOR 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 CONTRACTOR in conjunction with this Agreement. 7.7 The COUNTY may terminate this Agreement in whole or in part if the CONTRACTOR submits a false invoice to the COUNTY. 8. MISCELLANOUS PROVISIONS. 8.1 Independent Contractor. It is specifically understood and acknowledged by the parties hereto that the CONTRACTOR or employees or Subcontractors of the Contractor are in no way to be considered employees of the COUNTY, but are independent contractors performing solely under the terms of the Agreement and not otherwise. 8.2 Invitation to Bid. IT is specifically understood and acknowledged by the parties hereto that all of the requirements set forth in the Invitation to Bid dated July 14, 2014 (including addenda —through _) shall be incorporated herein. 8.3 Merger; Modification. Except as set forth in Section 8.2 above, this Agreement incorporates and includes all prior and contemporaneous negotiations, 0530-8 F:\Utilities\UTILITY - Engineering\Projects - Utility Construction Permits\IRC - LABOR CONTRACT REVISED FOR 2014\00530 General Agreement.doc