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EXHIBIT 2
<br /> 0 CITY OF SANTA ANA
<br /> 3. COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS
<br /> a. Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition
<br /> Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of
<br /> individual items.
<br /> b. Consultant agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform
<br /> Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
<br /> c. Any costs for which payment has been made to Consultant that are determined by subsequent audit to
<br /> be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter
<br /> 1, Part 31.000 et seq., are subject to repayment by Consultant to City.
<br /> 4. TERM
<br /> This Agreement shall commence on [enter a Start Date or"the date first written above"] for a number W
<br /> year term with the option for the City to grant up to a number M-year renewals, exercisable by a writing by the
<br /> City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below.
<br /> 5. STATE PREVAILING WAGE RATES
<br /> a. If applicable, Consultant shall comply with the State of California's General Prevailing Wage Rate
<br /> requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local
<br /> laws and ordinances applicable to the work.
<br /> b. Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works
<br /> construction or more than$15,000 for the alteration, demolition, repair,or maintenance of public works,
<br /> shall contain all of the provisions of this Section, unless the awarding agency has an approved labor
<br /> compliance program by the Director of Industrial Relations.
<br /> c. When prevailing wages apply to the services described in the scope of work, transportation and
<br /> subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial
<br /> Relations(DIR)as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov.
<br /> 6. INDEPENDENT CONTRACTOR
<br /> Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant
<br /> and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-
<br /> employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the
<br /> professional manner in which Consultant performs the services which are the subject matter of this Agreement;
<br /> however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable
<br /> standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social
<br /> security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all
<br /> applicable withholding taxes.
<br /> 7. OWNERSHIP OF MATERIALS
<br /> This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or
<br /> sublicense any and all copyrights, designs,and other intellectual property embodied in plans,specifications,studies,
<br /> drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression,
<br /> including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,
<br /> which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data").
<br /> Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual
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