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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 24-076 Page 16 of 73 <br />