FARMER'S FRIDGE (ROMAINE EMPIRE, INC.)

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15. CONDITIONS AFFECTING WORK: Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions, which can affect the work or the cost thereof. Any failure by the Contractor to do so will not relieve Contractor from responsibility for successfully performing the work without additional cost to the City. The City assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by the City are expressly stated in the Contract. 16. DATA—TITLE To:All materials, documents,data or information obtained from the City data files or any City medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by the Contractor after completion or termination of this Contract without the express written consent of the City. All materials, documents, data or information, including copies, must be returned to the City at the end of this Contract. 17. DEBARMENT: Contractor shall certify that neither Contractor not its principles are presently debarred,proposed for debarment, declared ineligible or voluntarily excluded from participation in the transaction by any Federal department or agency. Where Contractor as the recipient of federal finds, in unable to certify to any of the statements in the certification, Contractor must include an explanation with the bid/proposal. Debarment pending debarment, declared ineligibility or voluntary exclusion from participation by any Federal department of agency may result in the bid/proposal being deemed non-responsible. 18. DEFAULT: In case of default by Contractor,the City of Santa Ana may procure the services from other sources. If the cost for those goods and/or services is higher than under the terms of the existing Contract, Contractor will be responsible for paying the City the difference between the Contract cost and the price paid,and the City may deduct this cost from any unpaid balance due the Contractor.The price paid by the City shall be the prevailing market price at the time such purchase is made.This is in addition to any other remedies available under this Contract and under law. 19. DELIVERY LOCATION—NO LOADING DOCK:Delivery locations may not have loading docks.The Contractor is required to make all necessary arrangements for lift trucks or other means necessary to complete delivery. Inside delivery to secured facilities may be required. 20. DISABLED VErruIAN BUSINESS ENTERPRISE:Contractor certifies it is in compliance with City of Santa Ana Disable Veteran Business Enterprise Preference requirements at the time this contract is executed. 21. DISPUTES—CONTRACT: a. The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor's Project Manager and the City`s Project Manager, such matter shall be brought to the attention of the City's Purchasing Agent by way of the following process: 1) Contractor shall submit to the agency/department's assigned Purchasing Agent a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to, or involving this Contract, unless the City, on its own initiative, has already rendered such a final decision. 2) Contractor's written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Contractor believes the City is Iiable. City of Santa Ana Page 10 of 24 M,A-017-23011445 Refrigerated Vending Machine Services File No.2436104 Farmer's Fridge