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necessary in the project. IV. TIME OF COMPLETION 1. The services to be rendered by the Consultant shall be completed within the time stated in paragraph II, subparagraph 2 of this agreement noted above. The Consultant shall commence work upon it's receiving the Notice to Proceed, unless the Notice to Proceed indicates otherwise. V. TERMINATION 1. This Agreement may be terminated: 1) by the County, for any reason, upon thirty (30) days' prior written notice to the Consultant; or 2) by the Consultant, for any reason following thirty (30) days' prior written notice to the County; or 3) by the mutual agreement of the parties; or 4) 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. 2. In the event of termination by the County, the County's sole obligation to the Consultant shall be payment for those portions of satisfactorily completed performed work previously authorized by approved Work Order. Such payment shall be determined on the basis of the hours of work performed by the Consultant, or the percentage of work complete as estimated by the Consultant 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 Consultant, elect to employ other persons to perform the same or similar services. 3. 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 hereof through no fault of the terminating party. 4. In the event that the Consultant merges with another company, becomes a subsidiary or makes any other substantial change in structure or in the principals or project managers, the County reserves the right to terminate this Agreement in accordance with its terms upon seven (7) days prior written notice. 5. In the event of termination of this Agreement, the Consultant agrees to surrender any and all documents prepared by the Consultant for the County in connection with this Agreement, of which the County will shall have full ownership thereof. The Consultant shall retain copies of such documents for record purposes. 6. In the event that this Agreement is terminated by either party prior to the Consultant's satisfactory completion of all work as described in any individual Work Orders, the project will be deemed abandoned, and no compensation will be paid by the County to the Consultant for tasks or portions thereof not yet satisfactorily completed. 7. The County may unilaterally cancel this Agreement for refusal by the Consultant to allow FAAttomey\Susan Page 4