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7.8 CONSULTANT shall include all sub-consultants as insured under its policies or shall <br /> furnish separate certificates and endorsements for each sub consultants. All coverages for <br /> sub-consultants shall be subject to all of the requirements stated herein. <br /> 7.9 The COUNTY, by and through its Risk Manager, reserves the right periodically to <br /> review any and all policies of insurance and reasonably to adjust the limits of coverage <br /> required hereunder, from time to time throughout the term of this Agreement. In such event, <br /> the COUNTY shall provide the CONSULTANT with separate written notice of such adjusted <br /> limits and CONSULTANT shall comply within thirty (30) days of receipt thereof. The failure <br /> 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 /> 7.10 The CONSULTANT shall indemnify and hold harmless the COUNTY, and its officers <br /> and employees, from liabilities, damages, losses, and costs, including, but not limited to, <br /> reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or <br /> intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized <br /> 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, upon thirty <br /> (30) days' prior written notice to the CONSULTANT; or (b) by the CONSULTANT, for any <br /> 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 Services <br /> rendered, or for any act or event occurring prior to the termination, shall not be terminated or <br /> released. <br /> 8.2 In the event of termination by the COUNTY, the COUNTY's sole obligation to the <br /> CONSULTANT shall be payment for those portions of satisfactorily completed work <br /> previously authorized by approved Work Order. 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 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 by either <br /> party upon seven (7) days prior written notice in the event of substantial failure by the other <br /> party to 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 a <br /> subsidiary of, or makes any other substantial change in structure, the COUNTY reserves the <br /> 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 surrender <br /> any and all documents prepared by the CONSULTANT for the COUNTY in connection with <br /> this Agreement <br /> 8.6 The COUNTY may terminate this Agreement for refusal by the CONSULTANT to <br /> 8 . <br /> F:\Public Works\ENGINEERING DIVISION PROJECTS\2005 Prof Roof Design, Eval, and Constr. Oversite <br /> Services\1-Admin\Agenda Items\Award of Bid\Agreements\IRC-2005 ARC AGREEMENT_20210105.docx <br />