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COOPERATIVE AGREEMENT NO. C -5 -3583 <br />EXHIBIT D <br />ARTICLE 15. CODE OF CONDUCT <br />CONSULTANT 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. <br />CONSULTANT 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 that <br />may be obtained by contacting the Contract Administrator /Buyer responsible for this procurement. <br />Any protest filed by CONSULTANT in connection with this solicitation must be submitted in <br />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 CONSULTANT written notice thereof. Upon termination, AUTHORITY shall pay <br />CONSULTANT its allowable costs incurred to date of that portion terminated. Said termination shall <br />be construed in accordance with the provisions of CFR Title 48, Chapter 1, Part 49, of the Federal <br />Acquisition Regulation (FAR) and specific subparts and other provisions thereof applicable to <br />termination for convenience. If AUTHORITY sees fit to terminate this Agreement for convenience, <br />said notice shall be given to CONSULTANT in accordance with the provisions of the FAR referenced <br />above. Upon receipt of said notification, CONSULTANT agrees to comply with all applicable <br />provisions of the FAR pertaining to termination for convenience. <br />B. AUTHORITY may terminate this Agreement for CONSULTANT's default if a federal or <br />state proceeding for the relief of debtors is undertaken by or against CONSULTANT, or if <br />CONSULTANT makes an assignment for the benefit of creditors, or for cause if CONSULTANT fails <br />to perform in accordance with the scope of work or breaches any term(s) or violates any provision(s) <br />of this Agreement and does not cure such breach or violation within ten (10) calendar days afterwritten <br />notice thereof by AUTHORITY. CONSULTANT shall be liable for any and all reasonable costs incurred <br />by AUTHORITY as a result of such default or breach including, but not limited to, reprocurement costs <br />of the same or similar services defaulted by CONSULTANT under this Agreement. Such termination <br />shall comply with CFR Title 48, Chapter 1, Part 49, of the FAR. <br />ARTICLE 18. RECYCLED PRODUCTS <br />CONSULTANT 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 to <br />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. CONSULTANT agrees to <br />include this requirement in all of its subcontracts. <br />The following additional provisions apply to all purchases over $25,000 <br />Exhibit D <br />L:\Camm\ CLERICAL \W ORDPROC WGREEVAG53583_2r6tg;t6.27.docx <br />