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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. 8.4..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 SmeadSoft Reprint Date:Friday,March 11,2016-13:45:21-OfficialDocument5:6484,Attachment Id 1,Page 4