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CWDB Contract No. M90462-7120 CWDBl5ante Ana WDB Page 2 of 4 EXHIBIT D SPECIAL TERMS AND CONDITIONS (Standard Agreement) UNWORMUTIMm- Neither party shall be liable to the other for any delay In or failure of performance, not shall any such delay in or failure of performance constitute. default, if such delay or failure is caused by "Force Majeure," As used In this section, "Force Majeure" is defined as follows: Acts of war and acts of God such as earthquakes, floods and other natural disasters such that performance is impossible. 8. Change in Contractor Staf( Should a Contractor's team member(s) become unavailable prior to a start date agreed upon with CWDB, the Contractor will propose an equally well -qualified replacement consultant after consultation with the CWDB. All replacements are subject to the CWDB's approval. Switching staff that were identified In the Contractor's proposal with alternates immediately, or soon thereafter, after execution of this Agreement, are grounds for termination of this Contract. The CWDB has the right to request removal and/or replacement of Contractor resources. 9. Avoidance of Conflicts of inj@rest by the Contractor A. The Contractor agrees that all reasonable efforts will be made to ensure that no conflict m - oFeresfexs s e vdeen is o rears, agerrte; employees; cans�tlfants, or members of its governing body, B. The Contractor shall prevent its officers, agents, employees, consultants, or members of Its governing body from using their positions for purposes that are, or give the appearance of being, motivated by a desire for private gain for themselves or others .such as those with whom they have family, business, or other ties. -- -- - - C. In the event that the CWDB determines that a conflict of interest situation exists, any cost associated with the conflict may constitute grounds for termination of this Agreement. This provision shall not be construed to prohibit the employment of persons with whom the Contractor's officers, agents, or employees have family, business, or other ties so long as the employment of suoh persons does not result in increased costs over those associated with the employment of any other equally qualified applicant and such persons have successfully competed for employment with other applicants on a merit basis. D. Certain consultants designated by the EDD's Conflict of Interest Code are required to file a Statement of Economic Interests, Form 700. The Contractor agrees that 9 the Director of EDD determines that a Statement of Economic Interests, Form 700, is required, the consultant shall obtain the Form 700 and filing instructions from the EDD Personnel office. 10. Travel Clause The travel and per diem shall be set in accordance with Department of Personnel Administration for comparable classes and that no travel outside the State of California shall be reimbursed unless prior written authorization is obtained from the CWDB.