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CITY OF SANTA ANA RFP NO.: 16-125 OC STREETCAR DESIGN REVIEW SUPPORT underlying agreement. Article 14. Conflict of interest Consultant agrees to avoid organizational conflicts of interest. An organizational conflict of interest means that due to other activities, relationships or contracts, consultant is unable, or potentially unable to render impartial assistance or advice to the authority; consultant's objectivity in performing the work identified in the scope of work is or might be otherwise impaired; or consultant has an unfair competitive advantage. Consultant is obligated to fully disclose to the authority in writing conflict of interest issues as soon as they are known to consultant. Consultant is obligated to fully disclose to the authority in writing conflict of interest issues as soon as they are known to consultant. All disclosures must be submitted in writing to authority pursuant to the notice provision herein. This disclosure requirement is for the entire term of this agreement. Article 15. Code of conduct Consultant agrees to comply with the authority's code of conduct as it relates to third party contracts which is hereby referenced and by this reference is incorporated herein. Consultant agrees to include these requirements in all of its subcontracts. Article 16. Protest procedures The authority has on file a set of written protest procedures applicable to this solicitation that may be obtained by contacting the contract administrator/buyer responsible for this procurement. Any protest filed by consultant in connection with this solicitation must be submitted in accordance with the authority's written procedures. The following additional provisions apply to all purchases over $10,000 Article 17. Termination A. Authority may terminate this agreement for its convenience at any time, in whole or part, by giving consultant written notice thereof Upon termination, authority shall pay consultant its allowable costs incurred to date of that portion terminated. Said termination shall be construed in accordance with the provisions of cfr title 48, chapter 1, part 49, of the federal acquisition regulation (far) and specific subparts and other provisions thereof applicable to termination for convenience. If authority sees fit to terminate this agreement for convenience, said notice shall be given to consultant in accordance with the provisions of the far referenced above. Upon receipt of said notification, consultant agrees to comply with all applicable provisions of the far pertaining to termination for convenience. B. Authority may terminate this agreement for consultant's default if a federal or state proceeding for the relief of debtors is undertaken by or against consultant, or if consultant makes an assignment for the benefit of creditors, or for cause if consultant fails to perform in accordance with the scope of work or breaches any term(s) or violates any provision(s) of this agreement and does not cure such breach or violation within ten (10) calendar days after written notice thereof by authority. Consultant shall be liable for any and all reasonable costs incurred by authority as a result of such default or breach including, but not limited to, reprocurement costs of the same or similar services defaulted by consultant under this agreement. Such termination shall comply with cfr title 48, chapter 1, part 49, of the far. 411M