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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 for a 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 otherwise be 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 up to 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 /> 6.4. 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 47 <br />