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ARTICLE VI . <br /> 1 . Termination (Cause and/or Convenience) ; <br /> a) This Agreement may be terminated in whole or in part in writing by either <br /> party in the event of substantial failure by the other party to fulfill its <br /> obligations under this Agreement through no fault of the terminating <br /> party, provided that no termination may be effected unless the other party <br /> is given : ( 1 ) not less than ten ( 10) calendar days written notice (delivered <br /> by certified mail , return receipt requested) of intent to terminate and (2 ) an <br /> opportunity for consultation with the terminating party prior to <br /> termination. <br /> b) This Agreement may be terminated in whole or in part in writing by <br /> County for its convenience , provided that the other party is afforded the <br /> same notice and consultation opportunity specified in 1 (a) above . <br /> C) If termination for default is effected by County, an equitable adjustment in <br /> the price for this agreement shall be made, but ( 1 ) no amount shall be <br /> allowed for anticipated profit or unperformed services or other work, and <br /> (2) any payment due to Surveyor at the time of termination may be <br /> adjusted to cover any additional costs to County because of Surveyor ' s <br /> default . If termination for convenience is effected by County, the <br /> equitable adjustment shall include a reasonable profit for services or other <br /> work performed for which profit has not already been included in an <br /> invoice . For any termination, the equitable adjustment shall provide for <br /> payment to Surveyor for services rendered and expenses in addition to <br /> termination settlement costs reasonably incurred by Surveyor relating to <br /> commitments (e, g . , suppliers , subcontractors) which had become firm <br /> prior to receipt of the notice of intent to terminate . <br /> d) Upon receipt of a termination action under paragraphs (a) or (b) above , <br /> Surveyor shall ( 1 ) promptly discontinue all affected work (unless the <br /> notice directs otherwise) and (2 ) deliver or otherwise make available to <br /> County all data, drawings , reports , specifications , summaries and other <br /> such information, as may have been accumulated by Surveyor in <br /> performing this Agreement, whether completed or in process . Upon <br /> termination, the County may take over the work and may award another <br /> party an Agreement to complete the work described in this Agreement . <br /> e) If, after termination for failure of Surveyor to fulfill contractual <br /> obligations , it is determined that Surveyor had not failed to fulfill <br /> contractual obligations , the termination shall be deemed to have been for <br /> the convenience of County . In such event, adjustment of the Agreement <br /> price shall be made as provided in paragraph (c) above . <br /> 2 . Remedies : unless otherwise provided in this Agreement, all claims , <br /> counter-claims , disputes and other matters in question between County <br /> and Surveyor, arising out of or relating to this Agreement, or in breach of <br /> it, will be decided in a Circuit Court, for the 19th judicial circuit of Florida, <br /> 2 <br />