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7.7 Consultant shall include all sub-consultants as insured under its policies or <br /> shall furnish separate certificates and endorsements for each sub-consultant. All <br /> coverages for sub-consultants shall be subject to all of the requirements stated herein. <br /> 7.8 The COUNTY, by and through its Risk Manager, reserves the right <br /> periodically to review any and all policies of insurance and reasonably to adjust the limits <br /> of coverage required hereunder, from time to time throughout the term of this Agreement. <br /> In such event, the COUNTY shall provide the Consultant with separate written notice of <br /> such adjusted limits and Consultant shall comply within thirty (30) days of receipt thereof. <br /> The failure by Consultant to provide such additional coverage shall constitute a default by <br /> Consultant and shall be grounds for termination of this Agreement by the COUNTY. <br /> 7.9 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 mutual <br /> Agreement of the parties; or d) as may otherwise be provided below. In the event of the <br /> termination of this Agreement, any liability of one party to the other arising out of any <br /> Services rendered, or for any act or event occurring prior to the termination, shall not be <br /> 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 time <br /> of termination. In the event of such termination, the COUNTY may, without penalty or <br /> other obligation to the Consultant, elect to employ other persons to perform the same or <br /> similar services. <br /> 8.3 The obligation to provide services under this Agreement may be terminated <br /> by either party upon seven (7) days prior written notice in the event of substantial failure <br /> by the other party to perform in accordance with the terms of this Agreement through no <br /> fault of the terminating party. <br /> 8.4 In the event that the Consultant merges with another company, becomes a <br /> subsidiary of, or makes any other substantial change in structure, the COUNTY reserves <br /> the right to terminate this Agreement in accordance with its terms. <br /> 7 <br /> F:\Utilities\UTILITY-Engineering\ASSET MANAGEMENT\Agenda\Arcadis Consulting Agreement.docx <br />