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EXHIBIT 2 <br />CITY OF SANTA ANA <br />HOLLAND AND KNIGHT <br />PROFESSIONAL SERVICES AGREEMENT <br />1. PARTIES AND DATE. <br />This Agreement shall be deemed effective as of July 1, 2014 by and between the City of <br />Santa Ana, a charter city of the State of California ( "City ") and Holland and Knight of <br />Washington D.C. with its principal place of business at 800 17th Street N.W., Suite 1100, <br />Washington, DC, 20006 ( "Consultant "). City and Consultant are sometimes individually <br />referred to herein as "Party" and collectively as "Parties." <br />2. RECITALS. <br />2.1 Consultant. <br />Consultant desires to perform and assume responsibility for the provision of certain <br />professional services required by the City on the terms and conditions set forth in this <br />Agreement. Consultant represents that it is experienced in developing federal communications <br />and legislative strategies for public clients, is a full service government relations firm registered <br />with both the U.S. Senate & House of Representatives, and is familiar with issues identified by <br />City in City's Legislative Priorities document. . <br />2.2 Project. <br />City desires to engage Consultant to render Federal Legislative Advocacy and Liaison <br />services ( "Project ") as set forth in this Agreement. <br />3. TERMS. <br />3.1 Scope of Services and Term. <br />3.1.1 General Scope of Services. Consultant promises and agrees to furnish to <br />the City all labor, materials, tools, equipment, services, and incidental and customary work <br />necessary to fully and adequately supply the professional federal legislative advocacy and liaison <br />consulting services necessary for the Project ( "Services "). The Services are more particularly <br />described in Exhibit "A" attached hereto and incorporated herein by reference. All Services <br />shall be subject to, and performed in accordance with, this Agreement, the exhibits attached <br />hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules <br />and regulations. <br />3.1.2 Term. The Initial Term of this Agreement shall be from July 1, 2014 <br />through July 1, 2015, unless earlier terminated or extended as provided herein. On or before July <br />1, 2015 and July, 1, 2016, as the case may be, the City Manager shall have the authority to <br />extend the Initial Term for up to two additional one -year terms (Additional Terms). All <br />25Q -8 <br />