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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 this Agreement. Such payment shall be determined on the <br />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 />8.7 The COUNTY may terminate this Agreement in whole or in part if the <br />Consultant submits a false invoice to the COUNTY. <br />9. TRUTH -IN -NEGOTIATION CERTIFICATE; CONTINGENCY FEES. <br />9.1 Execution of this Agreement by the Consultant shall act as the execution <br />of a truth -in -negotiation certificate certifying that the wage rates and costs used to <br />determine the compensation provided for in this Agreement are accurate, complete and <br />current as of the date of the Agreement and no higher than those charged the <br />Consultant's most favored customer for the same or substantially similar service. The <br />wage rates and costs shall be adjusted to exclude any significant sums should the <br />COUNTY determine that the wage rates and costs were increased due to inaccurate, <br />incomplete or noncurrent wage rates or due to inaccurate representations of fees paid <br />Page 8 of 12 <br />F:\PublicWorks\ENGINEERING DIVISION PROJECTS\1722 45th Street Resurfacing (58th Ave to 43rd Ave)\1-AdminWgenda <br />ItemsWward of RFQ 2018012\Agreement.doc <br />