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Services rendered , or for any act or event occurring prior to the termination , shall not be terminated or released . 8 . 2 . In the event of termination by the County , the County ' s sole obligation to the Contractor shall be payment for those portions of satisfactorily completed work under existing Work Orders issued pursuant to this Agreement , as estimated by the Contractor 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 Contractor , elect to employ other persons to perform the same or similar services . 8 . 3 . The obligation to provide services under this Agreement may be terminated by either party upon seven ( 7 ) calendar days prior written notice in the event of: ( i ) Contractor breaches any material provision of the obligations imposed upon contractor under the CDBG Grant Agreement ; or ( ii ) substantial failure by the Contractor to perform in accordance with the terms of this Agreement through no fault of the County . 8A . . In the event of termination of this Agreement , the Contractor agrees to provide copies of any and all documents prepared by the Contractor for the County in connection with this Agreement . 9 , INDEPENDENT CONTRACTOR . It is specifically acknowledged and agreed by the parties hereto that the Contractor is and shall be , in the performance of all Services and activities under this Agreement , an independent contractor , and not an employee , agent , or servant of the County . All persons engaged in any of the Services performed pursuant to this Agreement shall at all times , and in all places , be subject to the Contractor' s sole direction , supervision , and control , The Contractor shall exercise control over the means and manner in which Contractor and its employees perform the Services , and in all respects the Contractor' s relationship and the relationship of its employees to the County shall be that of an independent contractor performing solely under the terms of the Agreement and not as employees , agents , or servants of the County . 10 . MERGER ; MODIFICATION . This Agreement incorporates and includes all prior and contemporaneous negotiations , correspondence , conversations , agreements or understandings applicable to the matters contained herein and the parties agree that there are no commitments , agreements , or understandings of any nature whatsoever concerning the subject matter hereof that are not contained in this document . Accordingly , it is agreed that no deviation from the terms hereof shall be predicated upon any prior or contemporaneous representations or agreements , whether oral or written . No alteration , change , or modification of the terms of this Agreement shall be valid unless made in writing and signed by the Contractor and the County . 11 , GOVERNING LAW; VENUE , This Agreement , including all attachments hereto , shall be construed according to the laws of the State of Florida . Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Agreement shall be in Indian River County , Florida , or, in the event of federal jurisdiction , in the United States District Court for the Southern District of Florida . 12 . REMEDIES ; NO WAIVER . All remedies provided in this Agreement shall be deemed cumulative and additional , and not in lieu or exclusive of each other or of any other remedy available to either party , at law or in equity . Each right , power and remedy of the parties provided in this Agreement shall be cumulative and concurrent and shall be in addition to 4