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F. Professional Liability - $1,000,000 per claim/aggregate. <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 <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 shall be <br />obligated to pay the Consultant 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, up to the time of <br />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 In addition to the termination rights set forth in 8.1, the obligation to <br />provide services under this Agreement may be terminated by either party upon seven <br />(7) days prior written notice in the event of substantial failure by the other party to <br />perform in accordance with the terms of this Agreement through no fault of the <br />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 <br />90 <br />