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AGREEMENT NO. C -6 -3632 <br />EXHIBIT D <br />ARTICLE 10. PRIVACY ACT <br />CITY shall comply with, and assures the compliance of its employees with, the <br />information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S,C. <br />§552a. Among other things, CITY agrees to obtain the express consent of the Federal <br />Government before the CITY or its employees operate a system of records on behalf of the <br />Federal Government. CITY understands that the requirements of the Privacy Act, including the <br />civil and criminal penalties for violation of that Act, apply to those individuals involved, and that <br />failure to comply with the terms of the Privacy Act may result in termination of the underlying <br />Agreement. <br />ARTICLE 11. 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 12. 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 13. 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 />Orange County Transportation Authority 15 <br />Revised: 0510612014 <br />