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the Auditor, then the Auditor shall promptly replace its Auditor's Audit Team manager with a <br />person of comparable experience and expertise, who shall also be subject to the County's <br />approval. The County acknowledges and agrees that its approval shall not be unreasonably <br />withheld. <br />6. TERM: TERMINATION: <br />6.1. This Agreement shall remain in effect fora term of three (3) years; or. five (5) years if <br />the optional two-year, renewal is.exercised, subject to sooner termination as provided herein:.: <br />The Auditor acknowledges and agrees that the.completion of the audit for the County's 2014= <br />2015 fiscal year is:specifically included with the term of this.: Agreement, subject:to sooner <br />termination as provided herein. . <br />6.2.. This.Agreement may be terminated: (a). 'by the County, for any reason, upon at least <br />ninety.(90) days' prior written notice to the Auditor; or (b) by the Auditor, for any reason, upon <br />at least ninety: (90) days' prior written notice to the County; or (c) by the mutual agreement of <br />the parties or d) as:may otherwisebe provided below. In the event of the termination of this <br />Agreement, any liability of one party to the other arising out of any Services rendered, or for <br />any, act or event occurring prior to the termination, shall not be terminated or released. <br />6.3. In. the event of termination by the County, the. County's sole obligation to :the Auditor <br />shall be payment for those portions of satisfactorily completed work under this Agreement. <br />Such payment shall be determined on the basis of the hours of work performed by the. <br />Auditor, or the percentage of work completed as estimated by the Auditor and agreed upon <br />by the County upto the time of termination: In the event of such termination, :the County <br />may, . without penalty or other obligation to the Auditor, elect to . employ. other persons to <br />perform the same or similar services. <br />6A. The. obligation to provide. Services under this Agreement may be terminated by either <br />party upon seven (7). days prior written notice in the event.:of substantial failure by the: other: <br />party to perform in: accordance with the terms of this: Agreement through no fault of the <br />terminating party: <br />6.5. In the event that the Auditor merges with another company, becomes a subsidiary of, <br />or makes any other substantial change in structure, the County reserves the right to terminate <br />this.Agreement:in accordance with its terms under item 6.2. <br />6.6. In the event of termination of this Agreement; the Auditor agrees to provide. copies. of <br />any and all documents: prepared by the. Auditor for the County in connection with this <br />Agreement.. <br />7.: COMPENSATION. <br />7.1: The County shall pay to the Auditor a mutually agreed upon not -to -exceed :annual. . <br />professional fee of $179,850 (One Hundred.and Seventy-nine. Thousand Eight Hundred_ and <br />Fifty Dollars) for each year of the three-year term of this Agreement, payable as follows in <br />each. calendar. year: October $40,000; November '$36,:000; December $40,000; January <br />$36,000; February .$9,865; and $17,985 upon completion of the audit. If the contract is <br />renewed for the additional 2 year period, the County shall pay to the Auditor $185,000 (One <br />3 <br />