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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, to the extent caused by 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 /> upon 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 /> out 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 be determined on <br /> the basis of the hours of work performed by the Consultant, or the percentage of work <br /> complete 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 /> or other obligation to the Consultant, elect to employ other persons to perform the same <br /> or 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 /> F_\Utilities\UTILITY-Engineering\Projects-Utility Construction Permits\IRC-Water and Wastewater Continuing Consultant <br /> Services UCP#2020\Continuing Contract 2011\Consultant Agreements\Geosyntech Contract Agreement.doc — <br /> 47 <br />