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COOPERTIVE AGREEMENT NO. 1-2447 <br />EXHIBIT B <br />CITY agrees to comply with the AUTHORITY's Code of Conduct as it relates to Third <br />Party contracts which is hereby referenced and by this reference is incorporated herein. CITY <br />agrees to include these requirements in all of its subcontracts. <br />ARTICLE 16. PROTEST PROCEDURES <br />The Authority has on file a set of written protest procedures applicable to this solicitation <br />that may be obtained by contacting the Contract Administrator/Buyer responsible for this <br />procurement. Any protest filed by the vendor in connection with this solicitation must be <br />submitted in accordance with the Authority's written procedures. <br />The following additional provisions apply to all purchases over $10,000 <br />ARTICLE 17. TERMINATION <br />A. AUTHORITY may terminate this Agreement for its convenience at any time, in whole <br />or part, by giving CITY written notice thereof. Upon termination, AUTHORITY shall pay CITY its <br />allowable costs incurred to date of that portion terminated. Said termination shall be construed in <br />accordance with the provisions of CFR Title 48, Chapter 1, Part 49, of the Federal Acquisition <br />Regulation (FAR) and specific subparts and other provisions thereof applicable to termination for <br />convenience. If AUTHORITY sees fit to terminate this Agreement for convenience, said notice <br />shall be given to CITY in accordance with the provisions of the FAR referenced above. Upon <br />receipt of said notification, CITY agrees to comply with all applicable provisions of the FAR <br />pertaining to termination for convenience. <br />B. AUTHORITY may terminate this Agreement for CITY's default if a federal or state <br />proceeding for the relief of debtors is undertaken by or against CITY, or if CITY makes an <br />assignment for the benefit of creditors, or for cause if CITY fails to perform in accordance with the <br />scope of work or breaches any term(s) or violates any provision(s) of this Agreement and does <br />not cure such breach or violation within ten (10) calendar days after written notice thereof by <br />AUTHORITY. CITY shall be liable for any and all reasonable costs incurred by AUTHORITY as a <br />result of such default or breach including, but not limited to, reprocurement costs of the same or <br />similar services defaulted by CITY under this Agreement. Such termination shall comply with <br />CFR Title 48, Chapter 1, Part 49, of the FAR. <br />ARTICLE 18. RECYCLED PRODUCTS <br />CITY shall comply with all the requirements of Section 6002 of the Resource <br />Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited <br />to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the <br />procurement of the items designated in subpart B of 40 CFR Part 247. CITY agrees to include <br />this requirement in all of its subcontracts. <br />The following additional provisions apply to all purchases over $25,000 <br />ARTICLE 19. DEBARMENT & SUSPENSION: <br />CERTIFICATION REGARDING DEBARMENT SUSPENSION AND OTHER <br />RESPONSIBILITY MATTERS - PRIMARY PARTICIPANT AND LOWER-TIER PARTICIPANTS <br />Orange County Transportation Authority 10 <br />Revised: 0511012010