Laserfiche WebLink
EXHIBIT 2 <br /> CITY OF SANTA ANA <br /> and supervise the subcontracted work. Sub-consultants shall not be allowed to further <br /> subcontract with others for work under the Agreement. The provisions of the Agreement shall <br /> apply to all sub-consultants in the same manner as the Proposer. The proposer is responsible <br /> for all the actions taken by their sub-Consultant. <br /> The City reserves the right to reject, replace and approve any and all SubConsultants. All <br /> SubConsultant(s) shall be identified in the response to the RFP and the City reserves the <br /> right to reject any proposed SubConsultant(s). SubConsultants shall be the responsibility of <br /> the prime Consultant and the City shall assume no liability of such SubConsultants. <br /> P. 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 /> Q. NEGOTIATIONS <br /> The City reserves the right to negotiate final Agreement terms with any Proposer selected. <br /> The Agreement between the parties will consist of the RFP together with any modifications <br /> thereto, and the awarded Consultant's proposal, together with any modifications and <br /> clarifications thereto that are submitted at the request of the City during the evaluation and <br /> negotiation process. In the event of any conflict or contradiction between or among these <br /> documents, the documents shall control in the following order of precedence: the final <br /> executed Agreement, the RFP, any modifications and clarifications to the awarded <br /> Consultant's proposal, and the awarded Consultant's proposal. Specific exceptions to this <br /> general rule may be noted in the final executed Agreement. <br /> Negotiations shall be confidential and not subject to disclosure to competing Consultants <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 Consultant or <br /> withdraw the RFP. <br /> R. 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, Consultant shall give the City thirty (30) <br /> working days to cure the alleged breach. <br /> S. OWNERSHIP OF DOCUMENTS <br /> The City has permanent ownership of all directly connected and derivative materials produced <br /> under this Agreement by the Consultant. All documents, reports and other incidental or <br /> derivative work or materials furnished hereunder shall become and remains the sole property <br /> of the City and may be used by the City as it may require without additional cost to the City. <br /> Consultant shall provide the City copies of documents upon its request at any time. None of the <br /> documents, reports and other incidental or derivative work or furnished materials shall be used <br /> by the Consultant without the express written consent of the City. <br />