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limits of coverage required hereunder, from time to time throughout the term of this Agreement. In such event, the COUNTY shall provide the Consultant with separate written notice of such adjusted limits and Consultant shall comply within thirty (30) days of receipt thereof. The failure by Consultant to provide such additional coverage shall constitute a default by Consultant and shall be grounds for termination of this Agreement by the COUNTY. 9. HOLD HARMLESS CLAUSE 9.1 The Consultant agrees to defend, hold harmless, and indemnify the County and its commissioners, officers, employees and agents from all suits, actions, claims or liabilities of any kind whatsoever (including reasonable attorney fees) arising out of or relating to in any way to any negligence, intentional misconduct, breach of contract or breach of applicable law by the Consultant or its employees, or any other person or entity performing work under the contract on behalf of the Consultant. 10. TERMINATION 10:1-- 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. 10.2 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 in this Agreement. 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. 10.3 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. 10.4 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. H. C:\Users\Matt Van Ert\Desktop\IRC VEN AS RB_Project\Budget and SOW\SOW and Budget Revision Aug2016WAPS Agreement.doc 258