Agmt11 Ca. Department of Public Health- Project LEAN

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City of Redwood City 11-10264 Page 1 Exhibit E Additional Provisions 1. Canceilation / Termination A. This agreement may be cancelled by CDPH without cause upon 30 calendar days advance written notice to the Contractor. B. CDPH reserves the right to cancel or terminate this agreement immediately for cause. The Contractor may submit a written request to terminate this agreement only if CDPH substantially fails to perForm its responsibilities as provided herein. C. The term "for cause" shall mean that the Contractor fails to meet the terms, conditions, and/or responsibiiities of this agreement. U. Agreement termioation or cancellation shall be e.ffective as of the date indicated in CDPH's notification to the Contractoc The notice shall stipulate any final performance, invoicing or payment requirements. E. Upon receipt of a n�tice of tennination or cancellation, the Contractor shall take immediate steps to stop performance and to cancef or reduce subsequent agreement costs. F. In the event of early termination or cancellation, the Contractor shall be entitled to compensation for °� services performed satisfacto� ily under this agreement and expenses incurred up to the date of cancellation and any r,on-cancelabfe obligations incurred in support of this agreement. 2. Avoidance af Conflicts of Interes: by Contrsctor A. CDPH in!ends ta av�i�� Uny reai or apparent conflici of ir:terest on the part of the Contractor, i subcor�tractors, or emplcyees, officera and directors of the Contractor or subcontractors. Thus: '�' CDPH resen+es the right to determin�; at its sule discretion, whether any information, assertion or claim received frorn any source indicates the existence of a real or apparent conflict of interest; and, - if a conflict is found :o exist. to require the Cor�tractor to submii additional information or a plan for resolving the conflici, supier,t ta CDPH review and prior approval. B. Conflicts of interest irclude, but are not limited ta 1) An instance wnere the Gontractor or any of its subcontractors, ur any employee, officer, ur director of the Contrac[er ar any subcorrtractor has an interest, financial or othenvise, whereby the use or disciosure of information obtained while performing services under the contract would allow for private ar personal benefit or for any purpose that is contrary to the goals and objectives of the contract 2) An insiance �vhere the Contractor's or any subr,oMractor's employees, offcers, or director use their positions for purGCSes that are, or give the appearance of being, notivated by a desire for private gain for themselves or others, such as those with whom they have family, business or other ties. C. If CDPhi is or becomes aware of a known or suspected conflict of interest, the Contractor will be given an opportunity to submit additional information or to resolve the conflict. A Contractor with a suspected conflict of interest will have five (5) working days from the date of notification of the conflict by CDPH to provide complete information regarding t�e suspected conflict. If a conflict of interest is determined to exist by CDPH and cannot be resolved to the satisfaction of CDPH, the conflict will be grounds for terminating the contract. CDPH may, at its discretion upon receipt of a written request from the Contractor, authorize an extension of the timeline indicated herein.