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AGREEMENT NO. C-2-1640 <br />EXHIBIT F <br />Agreement. <br />ARTICLE 13. CONFLICT OF INTEREST <br />CITY agrees to avoid organizational conflicts of interest. An organizational conflict of <br />interest means that due to other activities, relationships or contracts, the CITY is unable, or <br />potentially unable to render impartial assistance or advice to the Authority; CITY's objectivity <br />in performing the work identified in the Scope of Work is or might be otherwise impaired; or <br />the CITY has an unfair competitive advantage. CITY is obligated to fully disclose to the <br />AUTHORITY in writing Conflict of Interest issues as soon as they are known to the CITY. <br />CITY is obligated to fully disclose to the AUTHORITY in writing Conflict of Interest issues as <br />soon as they are known to the CITY. All disclosures must be submitted in writing to <br />AUTHORITY pursuant to the Notice provision herein. This disclosure requirement is for the <br />entire term of this Agreement. <br />ARTICLE 14. CODE OF CONDUCT <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 15. 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 CITY 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 agreements over $10,000 <br />ARTICLE 16. 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 />Orange County Transportation Authority 10 <br />Revised: 10/2512010 <br />