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21. Conflict of Interest and Gift Restrictions
<br />a. OCWD represents that it has advised City in writing prior to the date of
<br />signing of this Agreement of any known relationships with a third party and the Metropolitan
<br />Board and/or Metropolitan employees which would: (1) present a conflict of interest with the work
<br />performed under this Agreement; (2) prevent OCWD or City from performing the terms of this
<br />Agreement, or (3) present a significant opportunity for the disclosure of confidential information.
<br />b. OCWD, as a public agency, shall comply with all applicable requirements
<br />of the California Political Reform Act ("PRA") and regulations of the Fair Political Practices
<br />Commission ("FPPC") as well as all other applicable ethical standards or limitations promulgated
<br />by Metropolitan and/or the City. OCWD agrees not to provide any prohibited compensation,
<br />reward or gift to any Metropolitan Board member, officer or employee, or to any City Council
<br />member, officer or employee.
<br />22. Use of Metropolitan's Name
<br />City, OCWD, and their participating entities, consultants, and sub -consultants shall not
<br />publish or use any advertising, sales promotion, or publicity in matters relating to services,
<br />equipment, products, reports, and material furnished by City and its participating entities,
<br />consultants, and sub -consultants in which Metropolitan's name is used, or its identity implied
<br />without Metropolitan's Agreement Administrator's prior written approval. This provision
<br />survives the termination of this Agreement.
<br />23. Termination
<br />Either party may at any time terminate this Agreement by giving the other party not
<br />less than thirty (30) days prior written notice. In the event of termination, City shall remain
<br />responsible for payment of fees and expenses incurred by OCWD in conformity with this
<br />Agreement and for invoices submitted by OCWD for work performed on the Study prior to the
<br />date of termination.
<br />24. Force Majeure Events
<br />a. Excuse to Performance: In addition to specific provisions of the Agreement,
<br />lack of performance by any Party shall not be deemed to be a breach of this Agreement, where
<br />delays or defaults are due to acts of God, or the elements, casualty, strikes, lockouts, or other labor
<br />disturbances, acts of the public enemy, orders or inaction of any kind from the government of the
<br />United States, the State of California, or any other governmental, military or civil authority (other
<br />than City, or another party to this Agreement), war, insurrections, riots, epidemics, landslides,
<br />lightning, droughts, floods, fires, earthquakes, civil disturbances, freight embargoes, or any other
<br />inability of any Party, whether similar or dissimilar to those enumerated or otherwise, which are
<br />not within the control of the Party claiming such inability or disability, which such Party could not
<br />have avoided by exercising due diligence and care and with respect to which such Party shall use
<br />all reasonable efforts that are practically available to it in order to correct such condition (such
<br />conditions being herein referred to as "Force Majeure Events").
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