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Contract #SI308XA ARTICLE VII - TERMINATIONS A . Termination for Default : This Agreement may be terminated in writing by either party in the event of substantial failure by the other party to fulfill its obligations under this Agreement through no fault of the terminating party, provided that no termination may be effected unless the other party is given : ( 1 ) not less than ten ( 10) calendar days written notice delivered by certified mail , return receipt requested, and (2) an opportunity to consult with the other party prior to termination and remedy the default . B . Termination for Convenience : This Agreement may be terminated in whole or in part in writing by the District, provided the County is given : ( 1 ) not less than thirty (30) calendar days written notice by certified mail , return receipt requested, of intent to terminate , and (2) an opportunity for consultation prior to termination . C . If termination for the County ' s default is effected by the District, any payment due to the County at the time of termination shall be adjusted to cover any additional costs to the District because of the County ' s default . If termination for the District ' s default is effected by the County, or if termination for convenience is effected by the District, an equitable adjustment shall provide for payment of all services , materials , and costs , including prior commitment incurred by the County, up to the termination date . D . Upon receipt of a termination action under paragraphs "A" or "B " above , the County shall : 1 . Promptly discontinue all affected work (unless the notice directs otherwise), and 2 . deliver or otherwise make available all data, drawings , specifications , reports , estimates , summaries , and such other information and materials as may have been accumulated by the County in performing this Agreement, whether completed or in process . E . If, after termination for failure of the County to fulfill contractual obligations , it is determined that the County had not failed to fulfill contractual obligations , the termination shall be deemed to have been for the convenience of District. In such event, the adjustment of compensation shall be made as provided in Paragraph "C " of this section . ARTICLE VIII - MISCELLANEOUS PROVISIONS A . Interest of the County. The County certifies that no officer, agent, or employee of the District has any material interest, as defined in Chapter 112, Fla . Stat . , either directly or indirectly, in the business of the County to be conducted hereby, and that no such person shall have any such interest at any time during the term of this Agreement . B . Non Lobbying. Pursuant to Section 216 . 347 , Fla . Stat . , the County hereby agrees that monies received from the District pursuant to this Agreement will not be used for the purpose of lobbying the Legislature or any other state agency . C . Conflicting Employment. The County certifies that at the time of execution of this Agreement, it has no retainer or employment agreement, oral or written , with any third party relating to any matters that adversely affect any interest or position of the District . During the term of this Agreement, the County shall not accept any retainer or employment from a third party whose interest appears to be conflicting or inconsistent with that of the District . Notwithstanding the Page 5 of 10