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of the COUNTY and GUARDIAN , formally executed in writing , subject to availability of funds . G . Termination ( Cause and/or Convenience ) ( 1 ) This Contract may be terminated in whole or in part in writing by either party in the event of substantial failure by the other party to fulfill its obligations under this Contract through no fault of the terminating party, provided that no termination may be effected unless the other party is given ( 1 ) not less than fifteen ( 15 ) calendar days written notice ( delivered by certified mail , return receipt requested ) of intent to terminate and (2 ) an opportunity within fifteen ( 15 ) additional days to schedule direct ( in - person ) consultation with the terminating party prior to termination . During the notice and consultation period , both parties are expected to comply with all agreements and regulations affecting the project as required . ( 2 ) This Contract may be terminated in whole or in part in writing by the COUNTY for its convenience , provided that the other party is afforded athe same notice and consultation opportunity specified in G . ( 1 ) above . ( 3 ) If termination for default is effected by the COUNTY , an equitable adjustment in the price for this Contract shall be made , but ( 1 ) no amount shall be allowed for anticipated profit on unperformed services or other work , and ( 2 ) any payment due to GUARDIAN at the time of termination may be adjusted to cover any additional costs to the COUNTY because of GUARDIAN ' s default . For any termination , the equitable adjustment shall provide for payment to GUARDIAN for services rendered and expenses incurred prior to receipt of the notice of intent to terminate , in addition to termination settlement costs reasonably incurred by GUARDIAN relating to commitments (e . g . , suppliers , subcontractors ) which had become contracted prior to receipt of the notice of intent to terminate . ( 4 ) Upon receipt of a termination action under paragraphs ( 1 ) or ( 2 ) above , GUARDIAN shall ( 1 ) discontinue all affected work ( unless the notice directs otherwise ) and ( 2 ) deliver or otherwise make available to the COUNTY all data , drawings , reports specifications , summaries and other such information , as may have been accumulated by GUARDIAN in performing this Contract, whether completed or in process , within the 30 day notice and consultation period . ( 5 ) Upon termination , the COUNTY may take over the work and may award another party a Contract to complete the work described in this Contract . ( 6 ) If, after termination for failure of GUARDIAN to fulfill contractual obligations , it is determined that GUARDIAN had not failed to fulfill contractual obligations , the termination shall be deemed to have been for the convenience of the COUNTY . In such event , adjustment of the contract price shall be made as provided in paragraph ( 3 ) above . H . Remedies Unless otherwise provided in this Contract , all other matters in question between the COUNTY and GUARDIAN , arising out of or relating to this Contract , or the breach of it , will be decided by a Florida court of competent jurisdiction . The venue for any legal action or other proceedings , which might arise from this Contract , shall be Indian River County, Florida . 5