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Exhibit 2 SPECIAL LEGAL COUNSEL SERVICES AGREEMENT This AGREEMENT, made and entered into this_ day of , 2018, by and between Orrick, Herrington & Sutcliffe LLP, a Califomia professional law corporation ("Attorneys"), and the Successor Agency to the Community Redevelopment Agency for the City of Santa Ana, a public body, corporate and politic (hereinafter "Successor Agency"). RECITALS A. Successor Agency desires to employ Attorneys to assist the Successor Agency Legal Counsel in the provision of specialized legal services to the Successor Agency in a bond issuance, refinancing and refunding, and other related legal matters, as well as serving as bond counsel, and B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the field of public financing and desire to undertake said services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATTORNEYS Successor Agency hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the Successor Agency Legal Counsel in bond counsel services related to 2018 Tax Allocation Refunding Bonds and other legal issues when and as requested by the Successor Agency Legal Counsel to do so. Attorneys accept said retention and agree to perform, in timely and efficient manner, all such services as may be requested by the Successor Agency Legal Counsel. Attorneys shall confirm their acceptance of work requested by Successor Agency in writing by e-mail or letter. 2. A. CONTRACT SUM Payment to Consultant is contingent upon final bond team and package approval by Successor Agency Board with regard to the refunding of outstanding Community Redevelopment Agency Series 2003A and 2003B and 2011 Tax Allocation Bonds (TABs). Successor Agency agrees to compensate Attorneys, and Attorneys agree to accept from Successor Agency, as and for payment in full for all of said services in regard to each such action, compensation which shall not exceed $66,500.00. See Schedule of Compensation attached hereto as Exhibit A and incorporated herein by reference. B. REIMBURSEMENT FOR COSTS Successor Agency agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, expert witness fees, copying costs, service of process, and mail services authorized by the Successor Agency Legal Counsel in connection with the performance of duties under this Agreement. Any costs in excess of $5,000 require Successor Agency Legal Counsel approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. SA -3-15