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C. ORDERLY AND CONTINUOUS PROGRESS. The provisions of this MASTER AGREEMENT and each WORK ORDER, unless stated otherwise, anticipate the orderly and continuous progress of each project. SECTION V - TERMINATION A. TERMINATION BY EITHER PARTY WITHOUT CAUSE. Either party shall have the right at any time to terminate this MASTER AGREEMENT in its entirety without cause, or to terminate any WORK ORDER without cause, provided that thirty (30) days prior written notice of the intent to terminate is delivered by certified mail or personal delivery to the designated representative of the other party. In the event that a WORK ORDER is being terminated, the terminating party shall identify the specific WORK ORDER being terminated and the specific WORK ORDER(S) to be continued to completion pursuant to the provisions of this MASTER AGREEMENT. This MASTER AGREEMENT shall remain in full force and effect as to all authorized WORK ORDERS that are to be continued to completion. B. DELIVERY OF DOCUMENTS. Upon termination of this MASTER AGREEMENT or any WORK ORDER by either party, PROFESSIONAL shall, within ten (10) days, or any extensions thereto as may be mutually agreed to by the parties, deliver or otherwise make available to CITY all documents, materials, files and electronic digital media, including, but not limited to, reports, drawings, plans, specifications, and other data and documents, that have been obtained, prepared or produced by PROFESSIONAL in performing services under this MASTER AGREEMENT and the pertinent WORK ORDER, regardless of whether the work on such documents and materials has been completed or is in progress. C. PAYMENT IN TBE EVENT OF TERMINATION. In the event this MASTER AGREEMENT or any WORK ORDER is terminated by either party prior to final completion, PROFESSIONAL shall receive payment from CITY for the unpaid portion, if any, of PROFESSIONAL's services actually provided under this MASTER AGREEMENT and the applicable WORK ORDER to the date of termination, provided that PROFESSIONAL is not in default of any provision of this MASTER AGREEMENT or the applicable WORK ORDER. SECTION VI - PAYMENTS TO PROFESSIONAL CITY agrees to pay and PROFESSIONAL agrees to accept, for services rendered pursuant to this MASTER AGREEMENT and any WORK ORDER hereunder, fees in accordance with the following conditions: A. PROFESSIONAL SERVICES FEE. The basic compensation of PROFESSIONAL shall be mutually agreed upon by PROFESSIONAL and CITY prior to issuance of each WORK ORDER and shall be included in the WORK ORDER for review and approval by CITY. 2. PROFESSIONAL acknowledges that CITY is exempt from sales taxes and CITY shall not be invoiced for same. G:1Pending Agreements\Vero Beach\Prof Services MasterAgmt PRMG 140 -14 -JO 11 3 14.doc Page 7of16 253