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8.11 The Consultant shall indemnify and hold harmless the County and its commissioners, <br />officers, employees and agents, from liabilities, damages, losses, and costs, including, but not <br />limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or <br />intentionally wrongful conduct of the design professional and other persons employed or utilized <br />by the design professional in the performance of the contract. <br />9. TERMINATION <br />9.1 This Agreement may be terminated: (a) by the COUNTY, for any reason, upon thirty <br />(3o) days' prior written notice to the CONSULTANT; or (b) by the CONSULTANT, for any <br />reason, upon thirty (3o) 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 <br />Services rendered, or for any act or event occurring prior to the termination, shall not be <br />terminated or released. <br />9.2 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 time <br />of termination. In the event of such termination, the COUNTY may, without penalty or other <br />obligation to the CONSULTANT, elect to employ other persons to perform the same or <br />similar services. <br />9.3 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 />9.4 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 />9.5 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 />9.6 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 />9.7 The COUNTY may terminate this Agreement in whole or in part if the CONSULTANT <br />submits a false invoice to the COUNTY. <br />9.8 CONSULTANT certifies that it and those related entities of CONSULTANT as defined by <br />Florida law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. <br />215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. OWNER may <br />terminate this Contract if CONSULTANT, including all wholly owned subsidiaries, majority- <br />owned subsidiaries, and parent companies that exist for the purpose of making profit, is found to <br />have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott <br />of Israel as set forth in section 215.4725, Florida Statutes. <br />