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basis shall be maintained for at least 3 years after completion of the Services. <br />A. Worker's Compensation — Statutory <br />B. Employer's Liability - S1,000,000 per occurrence <br />C. Commercial General and Contractual Liability — $1,000,000 per occurrence <br />D. Automobile Liability - $1,000,000 per occurrence <br />E. Umbrella Liability - $2,000,000 aggregate (in excess of B., C. and D. above) <br />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 limited <br />to, 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 <br />thirty (30) days' pricr written notice to the Consultant; or (b) by the Consultant, for any reason, <br />upon thirty (30) days' prior written notice to the COUNTY; or (c) by the mutual Agreement of the <br />parties; or (d) as may otherwise be provided below. In the event of the termination of this <br />Agreement, any liability of one party to the other arising out of any Services rendered, or <br />for any act or event occurring prior to the termination, shall not be terminated or released. <br />8.2 In the event of termination by the COUNTY, the COUNTY shall be obligated to <br />pay the Consultant for those portions of completed work previously authorized under this <br />Agreement. Such payment shall be determined on the basis of the percentage of work <br />performed by the Consultant, up to the time of termination. In the event of such termination, <br />the COUNTY may, without penalty or other obligation to the Consultant, elect to employ other <br />persons to perform the same or similar services. <br />8.3 In addition to the termination rights set forth in 8.1, the obligation to provide <br />services under this Agreement may be terminated by either party upon seven (7) days prior <br />written notice in the event of substantial failure by the other party to perform in accordance <br />with the terms of this Agreement through no 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 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 <br />surrender any and all documents prepared by the Consultant for the COUNTY in connection <br />with this Agreement. <br />8.6 The COUNTY may terminate this Agreement for refusal by the Consultant to <br />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 />7 <br />