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coverage to loss of interest, earning, profit, use and business interruption, cost of replacement power, and <br />other special, indirect, and consequential damages. <br />8.4 CONSULTANT's insurance coverage shall be primary. <br />8.5 All above insurance policies shall be placed with insurers with a Best's rating of no less that A -VII. <br />The insurer chosen shall also be licensed to do business in Florida. <br />8.6 The insurance policies procured, other than professional liability, shall be occurrence forms, not <br />claims made policies. Professional liability shall be on a claims -made basis. <br />8.7 The insurance companies chosen shall provide certificates of insurance prior to signing of <br />contracts, to the Indian River County Risk Management Department. <br />8.8 CONSULTANT shall provide the Indian River County Risk Management Department with a <br />certificate of insurance that states that the insurance company will provide 3o days notice to the Risk <br />Management Department, of cancellation and/or nonrenewal. <br />8.9 The CONSULTANT shall ensure all subconsultants to maintain the insurance as detailed herein. <br />8.io Any deductibles or self-insured retentions greater than $1oo,000 must be approved by the Risk <br />Manager for Indian River County, with the ultimate responsibility for same going to the CONSULTANT. <br />8.11 The Consultant shall indemnify and hold harmless the County and its commissioners, officers, <br />employees and agents, from liabilities, damages, losses, and costs, including, but not limited to, <br />reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentionally wrongful <br />conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the <br />performance of the contract. <br />9. TERMINATION <br />9.1. This Agreement may be terminated: (a) by the COUNTY, for any reason, upon thirty (30) <br />days' prior written notice to the CONSULTANT; or (b) by the CONSULTANT, for any reason, upon <br />thirty (30) days' prior written notice to the COUNTY; or (c) by the mutual Agreement of the parties; <br />or d) as may otherwise be provided below. In the event of the termination of this Agreement, any <br />liability of one party to the other arising out of any Services rendered, or for any act or event <br />occurring prior to the termination, shall not be 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 previously <br />authorized by approved Work Order. Such payment shall be determined on the basis of the hours of <br />work performed by the CONSULTANT, or the percentage of work complete as estimated by the <br />CONSULTANT and agreed upon by the COUNTY up to the time of termination. In the event of such <br />termination, the COUNTY may, without penalty or other obligation to the CONSULTANT, elect to <br />employ other persons to perform the same or similar services. <br />9.3 The obligation to provide services under this Agreement may be terminated by either party <br />upon seven (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 terminating party. <br />9.4 In the event that the CONSULTANT merges with another company, becomes a subsidiary <br />of, or makes any other substantial change in structure, the COUNTY reserves the right to terminate <br />this Agreement in accordance with its terms. <br />202306o Agreement - 7 <br />