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EXHIBIT 2 <br /> CITY OF SANTA ANA <br /> a. Prior authorization in writing by City shall be required before Consultant enters into any unbudgeted <br /> purchase order, or subcontract exceeding $5,000 for supplies, equipment, or consultant services. <br /> Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. <br /> b. For purchase of any item, service or consulting work not covered in Consultant's Cost Proposal and <br /> exceeding $5,000 prior authorization by City, three competitive quotations must be submitted with the <br /> request, or the absence of bidding must be adequately justified. <br /> c. Any equipment purchased as a result of this Agreement is subject to the following condition:"Consultant <br /> shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as <br /> having a useful life of at least two years and an acquisition cost of$5,000 or more. If the purchased <br /> equipment needs replacement and is sold or traded in, City shall receive a proper refund or credit at <br /> the conclusion of the Agreement, or if the Agreement is terminated, Consultant may either keep the <br /> equipment and credit City in an amount equal to its fair market value, or sell such equipment at the best <br /> price obtainable at a public or private sale, in accordance with established City procedures and credit <br /> City in an amount equal to the sales price. If Consultant elects to keep the equipment,fair market value <br /> shall be determined at Consultant's expense, on the basis of a competent independent appraisal of <br /> such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by City and <br /> Consultant. If it is determined to sell the equipment, the terms and conditions of such sale must be <br /> approved in advance by City." 2 CFR, Part 200 requires a credit to Federal funds when participating <br /> equipment with a fair market value greater than $5,000 is credited to the project. <br /> 20. ASSIGNMENT <br /> Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may <br /> not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and <br /> any such assignment,transfer, delegation or subcontract without the City's prior written consent shall be considered <br /> null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services <br /> which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. <br /> 21. TERMINATION <br /> This Agreement may be terminated by the City upon thirty(30) days written notice of termination. In such <br /> event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services <br /> performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: <br /> a. As a condition of such payment, the Executive Director may require Consultant to deliver to the <br /> City all work product(s) completed as of such date, and in such case such work product shall be <br /> the property of the City unless prohibited by law, and Consultant consents to the City's use thereof <br /> for such purposes as the City deems appropriate. <br /> b. Payment need not be made for work which fails to meet the standard of performance specified in <br /> the Recitals of this Agreement. <br /> 22. WAIVER <br /> No waiver of breach,failure of any condition,or any right or remedy contained in or granted by the provisions <br /> of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right <br /> or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, <br /> failure, right or remedy,whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing <br /> so specifies. <br /> 23. JURISDICTION -VENUE <br /> This Agreement has been executed and delivered in the State of California and the validity, interpretation, <br /> performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the <br />