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SECTION XII — TERMINATION <br />Termination (Cause and/or Convenience) <br />A. This contract 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 contract through no fault of the terminating party, <br />provided that no termination may be effected unless the other party is <br />given (1) not less than ten (10) calendar days written notice (delivered by <br />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 contract may be terminated in whole or in part in writing by <br />COUNTY for its convenience, provided that HOUSING INSPECTOR is <br />afforded the same notice and consultation opportunity specified in (A) <br />above. <br />C. If termination for default is effected by COUNTY, an equitable <br />adjustment in the price for this contract shall be made but (I) no amount <br />shall be allowed for anticipated profit on unperformed services or other <br />work, and (2) any payment due to HOUSING INSPECTOR at the time of <br />termination may be adjusted to cover any additional costs to COUNTY <br />because of the contractor's default. <br />D. If termination for convenience is effected by COUNTY, the equitable <br />adjustment shall include a reasonable profit for services or other work <br />performed for which profit has not already been included in an invoice. <br />For any termination, the equitable adjustment shall provide for payment <br />to HOUSING INSPECTOR for services rendered and expenses incurred <br />prior to receipt of the notice of intent to terminate, in addition to <br />termination settlement costs reasonably incurred by HOUSING <br />INSPECTOR relating to commitments (e.g., suppliers subcontractors). <br />which had become firm prior to receipt of the notice of intent to <br />terminate. <br />F. Upon receipt of a termination action under paragraphs (A) or (B) above, <br />HOUSING INSPECTOR shall (1) promptly discontinue all affected work <br />(unless the notice directs otherwise) and (2) deliver or otherwise make <br />available to COUNTY all data drawings reports specifications, <br />summaries and other such Information as may have been accumulated <br />by HOUSING INSPECTOR in performing this contract, whether <br />completed or in process. <br />G. Upon termination, the COUNTY may take over the work and may award <br />another party a contract to complete the work described in this contract. <br />Page 6 of I 1 <br />