2023-206D - Laserfiche WebLink

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coverage to loss of interest, earning, profit, use and business interruption, cost of replacement power, and other special, indirect, and consequential damages. 8.4 CONSULTANT's insurance coverage shall be primary. 8.5 All above insurance policies shall be placed with insurers with a Best's rating of no less that A -VII. The insurer chosen shall also be licensed to do business in Florida. 8.6 The insurance policies procured, other than professional liability, shall be occurrence forms, not claims made policies. Professional liability shall be on a claims -made basis. 8.7 The insurance companies chosen shall provide certificates of insurance prior to signing of contracts, to the Indian River County Risk Management Department. 8.8 CONSULTANT shall provide the Indian River County Risk Management Department with a certificate of insurance that states that the insurance company will provide 30 days notice to the Risk Management Department, of cancellation and/or nonrenewal. 8.9 The CONSULTANT shall ensure all subconsultants to maintain the insurance as detailed herein. 8.10 Any deductibles or self-insured retentions greater than $1oo,000 must be approved by the Risk Manager for Indian River County, with the ultimate responsibility for same going to the CONSULTANT. 8.11 The Consultant shall indemnify and hold harmless the County and its commissioners, officers, employees and agents, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of the contract. 9. TERMINATION 9.1 This Agreement may be terminated: (a) by the COUNTY, for any reason, upon thirty (30) days' prior written notice to the CONSULTANT; or (b) by the CONSULTANT, for any reason, upon thirty (3o) days' prior written notice to the COUNTY; or (c) by the mutual Agreement of the parties; or d) as may otherwise be provided below. In the event of the termination of this Agreement, any liability of one party to the other arising out of any Services rendered, or for any act or event occurring prior to the termination, shall not be terminated or released. 9.2 In the event of termination by the COUNTY, the COUNTY's sole obligation to the CONSULTANT shall be payment for those portions of satisfactorily completed work previously authorized by approved Work Order. Such payment shall be determined on the basis of the hours of work performed by the CONSULTANT, or the percentage of work complete as estimated by the CONSULTANT and agreed upon by the COUNTY up to the time of termination. In the event of such termination, the COUNTY may, without penalty or other obligation to the CONSULTANT, elect to employ other persons to perform the same or similar services. 9.3 The obligation to provide services under this Agreement may be terminated by either party upon seven (7) days prior written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement through no fault of the terminating party. 9.4 In the event that the CONSULTANT merges with another company, becomes a subsidiary of, or makes any other substantial change in structure, the COUNTY reserves the right to terminate this Agreement in accordance with its terms. 2023o6o Agreement - 7