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• t 8 . TERM ; TERMINATION , 8 . 1 . Subject to sooner termination as provided herein , this Agreement will be for a period of one ( 1 ) year and may be renewed for two (2 ) additional one ( 1 ) year periods subject to Contractor acceptance , satisfactory performance , and staff' s determination that a renewal would be in the best interest of the County. 8 . 2 . This Agreement may be terminated : (a ) by the County , for any reason , upon at least thirty (30 ) days' prior written notice to the Contractor; or ( b ) by the Contractor, for any reason , upon at least thirty (30 ) days' prior written notice to the County ; or (c) as may otherwise be provided below . In the event of 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 . 8 . 3 . 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 this Agreement . Such payment shall be determined by pro- rating the monthly charges due under this Agreement through and including the termination date . 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 . 4 . 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. 8 . 5 . In the event that the Contractor 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 . 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 4