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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 (1) 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 /> E. 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 11 59 <br />