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aCITY OF SANTA ANA <br />INDEPENDENT CONTRACTOR <br />Contractor is considered an independent Contractor and neither Contractor, its <br />employees, nor anyone working under Contractor will be considered an agent or an <br />employee of City. Neither Contractor, its employees, nor anyone working under <br />Contractor, will qualify for workers' compensation or other fringe benefits of any kind <br />through City. <br />M. LITIGATION STATUS <br />Each Proposer must include in its proposal a complete disclosure of any alleged <br />significant prior or ongoing contract failures, any civil or criminal litigation or investigation <br />pending which involves the Proposer or in which the Proposer has been judged guilty or <br />liable. Failure to comply with the terms of this provision will disqualify any proposal. The <br />City reserves the right to reject any proposal based upon the Proposer's prior history <br />with the City or with any other party, which documents, without limitation, unsatisfactory <br />performance, adversarial or contentious demeanor, significantfailure(s) to meet contract <br />milestones or other contractual failures. <br />N. NEGOTIATIONS <br />The City reserves the right to negotiate final contract terms with any Proposer selected. <br />The contract between the parties will consist of the RFP together with any modifications <br />thereto, and the awarded Contractor's proposal, together with any modifications and <br />clarifications thereto that are submitted at the request of the City during the evaluation <br />and negotiation process. In the event of any conflict or contradiction between or among <br />these documents, the documents shall control in the following order of precedence: the <br />final executed contract, the RFP, any modifications and clarifications to the awarded <br />Contractor's proposal, and the awarded Contractor's proposal. Specific exceptions to <br />this general rule may be noted in the final executed contract. <br />Negotiations shall be confidential and not subject to disclosure to competing Contractors <br />unless and until an agreement is reached. If contract negotiations cannot be concluded <br />successfully, the City reserves the right to negotiate a contract with another Contractor <br />or withdraw the RFP. <br />O. PROJECT MANAGER <br />The selected Proposer will assume responsibility for all services in its proposal. The <br />selected Proposer shall identify a sole point of contact, Project Manager, with the <br />greatest knowledge in regard to the required service operations and contractual matters, <br />including payment of any and all charges resulting from the Agreement. <br />P. PROPOSAL VALIDITY <br />Services, pricing, and warranties indicated in a Proposer's Proposal must be valid for a <br />period of 90 days at minimum after the submission of the Proposal. <br />Q. PUBLIC AGENCIES <br />Other public agencies, as defined by California Government Code Section 6500, may <br />choose to use the terms of this Contract, subject to Contractor's acceptance. The City <br />is not liable or responsible for any obligations related to a subsequent contract between <br />Contractor and another public agency. <br />RFP No. 20-043 FOR SCANNING, DIGIT2I60n 1 IDEXING SERVICES Page 13 of31 <br />