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PROFESSIONAL at the last address left on file with the COUNTY or delivered in - person to said GEOTECHNICAL PROFESSIONAL or its authorized representative . SECTION XII — TERMINATION Either party may terminate this Agreement upon seven ( 7 ) days written notice to the other party , except if the GEOTECHNICAL PROFESSIONAL terminates this Agreement , such termination shall not be effective , absent the COUNTY' s consent , until the GEOTECHNICAL PROFESSIONAL' S completion to the COUNTY ' s satisfaction , of any pending Work Order . SECTION XIII — GEOTECHNICAL PROFESSIONAL ' S PERSONNEL ASSIGNED TO THE PROJECT The COUNTY shall have the right of approval of all GEOTECHNICAL PROFESSIONAL ' s personnel assigned to any COUNTY project . Therefore , any subsequent changing of assigned personnel to any COUNTY project shall also be subject to COUNTY approval . Failure to adhere to this policy shall be considered a cause for contract termination . SECTION XIV — AUDIT RIGHTS The COUNTY reserves the right to audit the records of the GEOTECHNICAL PROFESSIONAL related to this Agreement at any time during the prosecution of the work included herein and for a period of three years after final payment is made . SECTION XV — SUBLETTING The GEOTECHNICAL PROFESSIONAL shall not sublet , assign , or transfer any work under this Agreement without the written consent of the COUNTY . When applicable and upon receipt of such consent in writing , the GEOTECHNICAL PROFESSIONAL shall cause the names of the engineering and geotechnical firms responsible for the major portions of each separate specialty of the work to be inserted on the reports or other data . SECTION XVI — WARRANTY The GEOTECHNICAL PROFESSIONAL warrants that it has not employed or retained any company or person other than a bona fide employee working solely for the GEOTECHNICAL PROFESSIONAL , to solicit or secure this Agreement , and that it has not paid or agreed to pay any company or person other than a bona fide employee working solely for the GEOTECHNICAL PROFESSIONAL any fee , commission , percentage fee , gifts or any other considerations , contingent upon or resulting from the award or making of this Agreement . For the GEOTECHNICAL PROFESSIONAL breach of violation of this warranty , the COUNTY shall have the right to annul this Agreement without liability . SECTION XVII — DURATION OF AGREEMENT This Agreement shall remain in full force and effect for a period of one year after the date of execution thereof, or until completion of all project phases as defined by the County Engineer , whichever occurs first , or unless otherwise terminated by mutual consent of the parties hereto , or terminated pursuant to Section XII — "Termination . " This Agreement may be extended for three additional one year increments at the discretion of the COUNTY . 5 F :\Engineering\Capital Projects\Annual Geotechnical Services Contract\2008 RFQ\2008071 RFQ AGREEMENT-Universal Engineering Sciences, lnc . .doc