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Contract #SH469AA <br /> C . Change in Project Manager. Either party to this Agreement may change its project manager by <br /> providing not less than three ( 3 ) working days prior written notice of the change to the other <br /> party . The District reserves the right to request County to replace its project manager if said <br /> manager is unable to carry the Work forward in a competent manner or fails to follow instructions <br /> or the specifications , or for other reasonable cause . <br /> D . Supervision. County shall provide efficient supervision of the Work, using its best skill and <br /> attention . <br /> E . Notices. All notices to each party shall be in writing and shall be either hand-delivered or sent via <br /> U . S . certified mail to the respective party ' s project manager at the names and addresses specified <br /> above . All notices shall be considered delivered upon receipt . Should either party change its <br /> address , written notice of the new address shall be sent to the other parties within five <br />( 5 ) <br /> business days . Except as otherwise provided herein , notices may be sent via e -mail or fax , which <br /> shall be deemed delivered on the date transmitted and received . <br /> ARTICLE VII - TERMINATIONS <br /> A. Termination for Default : This Agreement may be terminated in writing by either party in the <br /> event of substantial failure by the other party to fulfill its obligations under this Agreement <br /> through no fault of the terminating party , provided that no termination may be effected unless the <br /> other party is given : ( 1 ) not less than ten ( 10) calendar days written notice delivered by certified <br /> mail , return receipt requested , and (2) an opportunity to consult with the other party prior to <br /> termination and remedy the default . <br /> B . Termination for Convenience : This Agreement may be terminated in whole or in part in writing <br /> by the District , provided the County is given : ( 1 ) not less than thirty ( 30) calendar days written <br /> notice by certified mail , return receipt requested , of intent to terminate , and (2) an opportunity for <br /> consultation prior to termination . <br /> C . If termination for County ' s default is effected by the District, any payment due to County at the <br /> time of termination shall be adjusted to cover any additional costs to the District because of <br /> County ' s default . In the event the Work is not completed as a result of County ' s default, County <br /> shall refund to the District all funds that have been paid to County pursuant to this Agreement . If <br /> termination for the District ' s default is effected by County , or if termination for convenience is <br /> effected by the District , an equitable adjustment shall provide for payment of all services , <br /> materials , and costs , including prior commitment incurred by County , up to the termination date . <br /> D . Upon receipt of a termination action under paragraphs "A" or ` B " above , County shall : <br /> 1 . Promptly discontinue all affected work ( unless the notice directs otherwise) , and <br /> 2 . Deliver or otherwise make available all data, drawings , specifications , reports , estimates , <br /> summaries , and such other information and materials as may have been accumulated by <br /> County in performing this Agreement , whether completed or in process . <br /> E . Upon termination under Paragraphs "A" or ` B " above , the District may take over the Work or <br /> may award another party a contract to complete the Work. County shall provide the District with <br /> any licenses to enter real property interests owned by County necessary for completion of the <br /> Work. <br /> Page 5 of 12 <br />