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8 . TERM ; TERMINATION . <br /> 8 . 1 . This Agreement shall remain in effect for a term of four (4) years (" Initial Term" ) , <br /> subject to sooner termination as provided herein . Provided that the Actuary is not in <br /> default under any of the terms and conditions hereof, this Agreement may be renewed <br /> for a maximum of two (2) Renewal Terms of two (2) years each , for a maximum <br /> aggregate of eight (8) years combined Initial Term and Renewal Terms . Each Renewal <br /> Term is subject to all of the provisions set forth in this Agreement. Notwithstanding the <br /> foregoing , the County may extend or renew this Agreement beyond the eight ( 8) years if <br /> deemed to be in the best interest of Indian River County . <br /> 8 . 2 . This Agreement may be terminated : ( a) by the County , for any reason , upon at <br /> least ninety (90) days' prior written notice to the Actuary ; or (b ) by the Actuary , for any <br /> reason , upon at least ninety (90) days' prior written notice to the County ; or (c) by the <br /> mutual agreement of the parties , or d ) as may otherwise be provided below. In the <br /> event of the termination of this Agreement, any liability of one party to the other arising <br /> out of any Services rendered , or for any act or event occurring prior to the termination , <br /> shall not be terminated or released . <br /> 8 . 3 . In the event of termination by the County, the County's sole obligation to the <br /> Actuary shall be payment for those portions of satisfactorily completed work under this <br /> Agreement. Such payment shall be determined on the basis of percentage of work <br /> complete as estimated by the Actuary and agreed upon by the County up to the time of <br /> termination . In the event of such termination , the County may , without penalty or other <br /> obligation to the Actuary , elect to employ other persons to perform the same or similar <br /> Services . <br /> 8 . 4 The obligation to provide Services under this Agreement may be terminated by <br /> either party upon seven (7) days prior written notice in the event of substantial failure by <br /> the other party to perform in accordance with the terms of this Agreement through no <br /> fault of the terminating party. <br /> 8 . 5 . In the event that the Actuary merges with another company , becomes a subsidiary <br /> of, or makes any other substantial change in structure , the County reserves the right to <br /> terminate this Agreement in accordance with its terms . <br /> 8 . 6 . In the event of termination of this Agreement, the Actuary agrees to provide copies <br /> of any and all documents prepared by the Actuary for the County in connection with this <br /> Agreement, with the exception of proprietary workpapers , software , and spreadsheets . <br /> 9 . INDEPENDENT CONTRACTOR . It is specifically acknowledged and agreed by <br /> the parties hereto that the Actuary is and shall be , in the performance of all Services <br /> under this Agreement, an independent contractor, and not an employee , agent , or <br /> servant of the County . All persons engaged in any of the Services performed pursuant <br /> to this Agreement shall at all times , and in all places , be subject to the Actuary's sole <br /> direction , supervision , and control , The Actuary shall exercise control over the means <br /> 5 <br />