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manager of the Auditor's Audit Team terminates employment with the Auditor, then the Auditor shall promptly replace its Auditor's Audit Team manager with a person of comparable experience and expertise, who shall also be subject to the County's approval. The County acknowledges and agrees that its approval shall not be unreasonably withheld. 6. TERM: TERMINATION. 6.1. This Agreement shall remain in effect for a term of five (5) years, subject to sooner termination as provided herein. 6.2. This Agreement may be terminated: (a) by the County, for any reason, upon at least ninety (90) days' prior written notice to the Auditor; or (b) by the Auditor, for any reason, upon at least ninety (90) days' prior written notice to the County; or (c) by the mutual agreement of the parties; or d) as may otherwise be provided below. In the event of the 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. 6.3. In the event of termination by the County, the County's sole obligation to the Auditor shall be payment for those portions of satisfactorily completed work under this Agreement. Such payment shall be determined on the basis of the hours of work performed by the Auditor, or the percentage of work completed as estimated by the Auditor 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 Auditor, elect to employ other persons to perform the same or similar services. 6.4. 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. 6.5. In the event that the Auditor 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 under item 6.2. 6.6. In the event of termination of this Agreement, the Auditor agrees to provide copies of any and all documents prepared by the Auditor for the County in connection with this Agreement. 7. COMPENSATION. 7.1. The County shall pay to the Auditor the mutually agreed upon not -to -exceed annual professional fees as follows: Fiscal year 2020 $190,000 (One Hundred and Ninety Thousand Dollars) Fiscal year 2021 $195,000 (One Hundred and Ninety -Five Thousand Dollars) Fiscal year 2022 $200,000 (Two Hundred Thousand Dollars) Fiscal year 2023 $205,000 (Two Hundred Five Thousand Dollars) Fiscal year 2024 $210,000 (Two Hundred Ten Thousand Dollars) 3