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(9) <br />CITY OF SANTA ANA <br />O. LITIGATION STATUS <br />Each Proposer must include in its proposal a complete disclosure of any alleged significant <br />prior or ongoing contract failures, any civil or criminal litigation or investigation pending which <br />involves the Proposer or in which the Proposer has been judged guilty or liable. Failure to <br />comply with the terms of this provision will disqualify any proposal. The City reserves the <br />right to reject any proposal based upon the Proposer's prior history with the City or with any <br />other party, which documents, without limitation, unsatisfactory performance, adversarial or <br />contentious demeanor, significant failure(s) to meet contract milestones or other contractual <br />failures. <br />P. NEGOTIATIONS <br />The City reserves the right to negotiate final contract terms with any Proposer selected. The <br />contract between the parties will consist of the RFP together with any modifications thereto, <br />and the awarded Contractor's proposal, together with any modifications and clarifications <br />thereto that are 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 these documents, <br />the documents shall control in the following order of precedence: the final executed contract, <br />the RFP, any modifications and clarifications to the awarded Contractor's proposal, and the <br />awarded Contractor's proposal. Specific exceptions to this general rule may be noted in the <br />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 or <br />withdraw the RFP. <br />Q. NON -PAYMENTS <br />Note that payments will NOT be made for any unsatisfactory work until corrected. In the event <br />of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) <br />working days to cure the alleged breach. <br />R. OWNERSHIP OF DOCUMENTS <br />The City has permanent ownership of all directly connected and derivative materials produced <br />under this contract by the Contractor. All documents, reports and other incidental or derivative <br />work or materials furnished hereunder shall become and remains the sole property of the City <br />and may be used by the City as it may require without additional cost to the City. Contractor <br />shall provide the City copies of documents upon its request at any time. None of the documents, <br />reports and other incidental or derivative work or furnished materials shall be used by the <br />Contractor without the express written consent of the City. <br />S. PARKING <br />The City will not provide free parking and/or reimbursement for the cost of parking while <br />providing services and conducting business with the City. <br />T. PROFESSIONAL STANDARDS <br />Contractor staff shall be courteous to the public and City staff utilizing facilities where <br />Contractor is performing work, but shall be responsive only to the requests of the City's <br />Project Manager or designee. Contractor staff shall direct all inquiries to Project Manager or <br />designee. <br />City of Santa Ana RFP No. 24-009 Page 18 of 37 <br />