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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 />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 of <br />a truth -in -negotiation certificate certifying that the wage rates and costs used to determine <br />the compensation provided for in this Agreement are accurate, complete and current as <br />of the date of the Agreement. The wage rates and costs shall be adjusted to exclude any <br />significant sums should the COUNTY determine that the wage rates and costs were <br />increased due to inaccurate, incomplete or noncurrent wage rates or due to inaccurate <br />representations of fees paid to outside consultants. The COUNTY shall exercise its rights <br />under this "Certificate" within one (1) year following final payment. COUNTY has the <br />authority and right to audit Consultant's records under this provision. The COUNTY does <br />8 <br />F:\Marketing\..Proposals\Florida Counties\Indian River\2017 Indian River County\Proposals\Sector 5 Vero Beach\_Contracting\3-7- <br />18 FEMA Beach Consulting Agreement Sector 5_DRAFT.DOCX <br />