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1 <br /> CITY OF SANTA ANA <br /> N. JOINT OFFERS/SUBCONSULTANTS <br /> Where two or more Proposers desire to submit a single proposal in response to this RFP, <br /> they should do so on a prime sub-consultant basis. The City intends to contract with a single <br /> firm, also known as the prime, and not with multiple firms doing business as a joint venture. <br /> Should the use of sub-consultants be offered, the Proposer shall provide the same <br /> assurances of competence for the sub-consultant plus the demonstrated ability to manage <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-contractor. <br /> The City reserves the right to reject, replace and approve any and all Subcontractors. All <br /> Subcontractor(s)shall be identified in the response to the RFP and the City reserves the right <br /> to reject any proposed Subcontractor(s). Subcontractors shall be the responsibility of the <br /> prime Contractor and the City shall assume no liability of such Subcontractors. <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 /> City of Santa Ana RFP No.25-040 Page 13 of 33 <br />