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City of Santa Ana <br />performance, adversarial or contentious demeanor, significant failure(s) to <br />meet contract milestones or other contractual failures. <br />G. Negotiations: <br />The City reserves the right to negotiate final contract terms with any <br />Proposer selected. The contract between the parties will consist of the RFP <br />together with any modifications thereto, and the awarded Contractor's <br />proposal, together with any modifications and clarifications thereto that are <br />submitted at the request of the City during the evaluation and negotiation <br />process. In the event of any conflict or contradiction between or among <br />these documents, the documents shall control in the following order of <br />precedence: the final executed contract, the RFP, any modifications and <br />clarifications to the awarded Contractor's proposal, and the awarded <br />Contractor's proposal. Specific exceptions to this general rule may be noted <br />in the final executed contract. <br />Negotiations shall be confidential and not subject to disclosure to competing <br />Contractors unless and until an agreement is reached. If contract <br />negotiations cannot be concluded successfully, the City reserves the right to <br />negotiate a contract with another Contractor or withdraw the RFP. <br />H. Sample Professional Service Agreement: <br />The organization selected by the City will be required to execute a <br />Professional Service Agreement with the City. A sample of the Agreement is <br />enclosed as Attachment B, but may be modified to suit the specific services <br />and needs of the City. If a Proposer has any exceptions or conditions to <br />the Agreement, these must be submitted for consideration with the <br />Proposal. Otherwise, the Proposer will be deemed to have accepted <br />the form of Agreement. <br />City of Santa Ana Page 122 <br />Ambulance & Paramedic and Collection Services <br />Request for Proposals: # 19-083 <br />September 13, 2019 <br />25B-45 <br />